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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 March 31, 2011.

or



| ̈ | 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
333-133319





LIFECARE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 51-0372090                          
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification Number)
|                                                               | 
|5340 Legacy Drive Building 4 Suite 150 Plano, Texas            |  | 75024                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(469)
241-2100

(Registrants telephone number, including area code)

None

(Former name, former address and former fiscal year, if changes since last report)





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   ̈    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. Please see definition of accelerated and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                         |  |   |  |                            |  |  
|------------------------ |  | - |  | -------------------------- |  | -
|Large Accelerated Filer: |  |  ̈ |  | Accelerated Filer:         |  |  ̈
|                         |  |   | 
|Non-Accelerated Filer:   |  | x |  | Smaller Reporting Company: |  |  ̈

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

As of May 10, 2011, the registrant had 100 shares of Common Stock, par value $0.01 per share, outstanding.









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##### Table of Contents

LIFECARE HOLDINGS, INC.

TABLE OF CONTENTS



|           |  |                                                                                       |    |  |    | 
|---------- |  | ------------------------------------------------------------------------------------- | -- |  | -- | 
|PART I     |  | FINANCIAL INFORMATION                                                                 |    |  |    | 
|           |  |                                                                                      
|ITEM 1.    |  | CONSOLIDATED FINANCIAL STATEMENTS                                                     |    |  | 3  | 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED BALANCE SHEETS                                                 |    |  | 3  | 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                       |    |  | 4  | 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT                            |    |  | 5  | 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                       |    |  | 6  | 
|           |  |                                                                                      
|           |  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                  |    |  | 7  | 
|           |  |                                                                                      
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |    |  | 17 | 
|           |  |                                                                                      
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |    |  | 25 | 
|           |  |                                                                                      
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                               |    |  | 26 | 
|           |  |                                                                                      
|PART II    |  | OTHER INFORMATION                                                                     |    |  | 27 | 
|           |  |                                                                                      
|ITEM 1.    |  | LEGAL PROCEEDINGS                                                                     |    |  | 27 | 
|           |  |                                                                                      
|ITEM 1A.   |  | RISK FACTORS                                                                          |    |  | 27 | 
|           |  |                                                                                      
|ITEM 6.    |  | EXHIBITS                                                                              |    |  | 27 | 
|           | 
|SIGNATURES |  |                                                                                       | 28 | 



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PART 1: FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS

LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

March 31, 2011 and December 31, 2010

(In thousands, except
share data)

(unaudited)



|                                                                                                |  |               |          |   |                  |   |          |  
|----------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                |  | March 31,2011 |          |   | December 31,2010 |  
|Assets                                                                                          |  |               |          |   |                  |   |          |  
|Current assets:                                                                                 |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                       |  | $             | 14,301   |   |                  | $ | 54,570   |  
|Accounts receivable, net of allowance for doubtful accounts of $11,263 and $11,293 respectively |  |               | 70,959   |   |                  |   | 67,275   |  
|Other current assets                                                                            |  |               | 6,930    |   |                  |   | 5,975    |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Total current assets                                                                            |  |               | 92,190   |   |                  |   | 127,820  |  
|Property and equipment, net                                                                     |  |               | 75,532   |   |                  |   | 76,832   |  
|Other assets                                                                                    |  |               | 22,668   |   |                  |   | 8,763    |  
|Identifiable intangibles, net                                                                   |  |               | 15,440   |   |                  |   | 15,440   |  
|Goodwill                                                                                        |  |               | 248,342  |   |                  |   | 248,342  |  
|                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                |  | $             | 454,172  |   |                  | $ | 477,197  |  
|                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                |  |              
|Liabilities and Stockholders Deficit                                                           |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                            |  |               |          |   |                  |   |          |  
|Current installments of long-term debt                                                          |  | $             | 2,575    |   |                  | $ | 1,931    |  
|Current installments of obligations under capital leases                                        |  |               | 678      |   |                  |   | 838      |  
|Current installment of lease financing obligation                                               |  |               | 490      |   |                  |   | 480      |  
|Estimated third party payor settlements                                                         |  |               | 5,193    |   |                  |   | 4,318    |  
|Accounts payable                                                                                |  |               | 26,407   |   |                  |   | 25,452   |  
|Accrued payroll                                                                                 |  |               | 3,321    |   |                  |   | 6,480    |  
|Accrued vacation                                                                                |  |               | 5,443    |   |                  |   | 4,658    |  
|Accrued interest                                                                                |  |               | 5,748    |   |                  |   | 6,377    |  
|Accrued other                                                                                   |  |               | 3,271    |   |                  |   | 4,321    |  
|Income taxes payable                                                                            |  |               | 704      |   |                  |   | 282      |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                       |  |               | 53,830   |   |                  |   | 55,137   |  
|Long-term debt, excluding current installments                                                  |  |               | 374,775  |   |                  |   | 393,981  |  
|Obligations under capital leases, excluding current installments                                |  |               | 295      |   |                  |   | 425      |  
|Lease financing obligation, excluding current installments                                      |  |               | 19,432   |   |                  |   | 19,558   |  
|Accrued insurance                                                                               |  |               | 4,472    |   |                  |   | 4,032    |  
|Other noncurrent liabilities                                                                    |  |               | 16,449   |   |                  |   | 15,544   |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Total liabilities                                                                               |  |               | 469,253  |   |                  |   | 488,677  |  
|                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                |  |              
|Commitments and contingencies                                                                   |  |               |          |   |                  |   |          |  
|Stockholders deficit:                                                                          |  |               |          |   |                  |   |          |  
|Common stock, $0.01 par value, 100 shares authorized, issued and outstanding                    |  |               |         |   |                  |   |         |  
|Additional paid-in capital                                                                      |  |               | 175,441  |   |                  |   | 175,441  |  
|Accumulated deficit                                                                             |  |               | (190,522 | ) |                  |   | (186,921 | )
|                                                                                                |  |               |          |   |                  |   |          |  
|Total stockholders deficit                                                                     |  |               | (15,081  | ) |                  |   | (11,480  | )
|                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                |  | $             | 454,172  |   |                  | $ | 477,197  |  
|                                                                                                |  |               |          |   |                  |   |          |  

See accompanying notes to condensed consolidated financial statements.



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LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

For the three months ended March 31, 2011 and 2010

(In thousands)

(Unaudited)



|                                     |  |      |        |   |      |   |        | 
|------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | 
|                                     |  | 2011 |        |   | 2010 |  
|Net patient service revenue          |  | $    | 94,919 |   |      | $ | 94,960 | 
|                                     |  |      |        |   |      |   |        | 
|Salaries, wages, and benefits        |  |      | 44,400 |   |      |   | 41,501 | 
|Supplies                             |  |      | 9,291  |   |      |   | 9,239  | 
|Rent                                 |  |      | 6,473  |   |      |   | 6,524  | 
|Other operating expenses             |  |      | 20,756 |   |      |   | 20,900 | 
|Provision for doubtful accounts      |  |      | 1,345  |   |      |   | 1,589  | 
|Loss on early extinguishment of debt |  |      | 2,772  |   |      |   |       | 
|Depreciation and amortization        |  |      | 2,116  |   |      |   | 2,549  | 
|Interest expense, net                |  |      | 11,335 |   |      |   | 7,005  | 
|                                     |  |      |        |   |      |   |        | 
|Total expenses                       |  |      | 98,488 |   |      |   | 89,307 | 
|                                     |  |      |        |   |      |   |        | 
|Operating income (loss)              |  |      | (3,569 | ) |      |   | 5,653  | 
|Equity in income of joint venture    |  |      | 193    |   |      |   | 54     | 
|                                     |  |      |        |   |      |   |        | 
|Income (loss) before income taxes    |  |      | (3,376 | ) |      |   | 5,707  | 
|Provision for income taxes           |  |      | 225    |   |      |   | 175    | 
|                                     |  |      |        |   |      |   |        | 
|Net income (loss)                    |  | $    | (3,601 | ) |      | $ | 5,532  | 
|                                     |  |      |        |   |      |   |        | 

See accompanying notes to condensed consolidated financial statements.



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LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders Deficit

For the three months ended March 31, 2011

(In thousands)

(Unaudited)



|                           |  |             |   |  |                          |   |         |                    |  |   |                           |   |  |   |         |  
|-------------------------- |  | ----------- | - |  | ------------------------ | - | ------- | ------------------ |  | - | ------------------------- | - |  | - | ------- | -
|                           |  | CommonStock |   |  | AdditionalPaid-inCapital |   |         | AccumulatedDeficit |  |   | TotalStockholdersDeficit |  
|Balance, December 31, 2010 |  | $           |  |  |                          | $ | 175,441 |                    |  | $ | (186,921                  | ) |  | $ | (11,480 | )
|Net loss                   |  |             |  |  |                          |   |        |                    |  |   | (3,601                    | ) |  |   | (3,601  | )
|                           |  |             |   |  |                          |   |         |                    |  |   |                           |   |  |   |         |  
|Balance, March 31, 2011    |  | $           |  |  |                          | $ | 175,441 |                    |  | $ | (190,522                  | ) |  | $ | (15,081 | )
|                           |  |             |   |  |                          |   |         |                    |  |   |                           |   |  |   |         |  

See accompanying notes to condensed consolidated financial statements.



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LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2011 and 2010

(In thousands)

(Unaudited)



|                                                                                                   |  |      |          |   |      |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------ | -
|                                                                                                   |  | 2011 |          |   | 2010 |  
|Cash flows from operating activities:                                                              |  |      |          |   |      |   |        |  
|Net income (loss)                                                                                  |  | $    | (3,601   | ) |      | $ | 5,532  |  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |      |          |   |      |   |        |  
|Depreciation and amortization                                                                      |  |      | 3,451    |   |      |   | 3,118  |  
|Provision for doubtful accounts                                                                    |  |      | 1,345    |   |      |   | 1,589  |  
|Paid in kind interest                                                                              |  |      | 551      |   |      |   |       |  
|Equity compensation amortization                                                                   |  |      |         |   |      |   | 73     |  
|Loss on early extinguishment of debt                                                               |  |      | 2,772    |   |      |   |       |  
|Equity in income of joint venture                                                                  |  |      | (193     | ) |      |   | (54    | )
|Changes in operating assets and liabilities:                                                       |  |      |          |   |      |   |        |  
|Accounts receivable                                                                                |  |      | (5,029   | ) |      |   | (3,368 | )
|Current income taxes                                                                               |  |      | 422      |   |      |   | 184    |  
|Other current assets                                                                               |  |      | (955     | ) |      |   | (329   | )
|Other assets                                                                                       |  |      | (164     | ) |      |   | 173    |  
|Estimated third party payor settlements                                                            |  |      | 875      |   |      |   | (1,722 | )
|Accounts payable and accrued liabilities                                                           |  |      | (3,098   | ) |      |   | (198   | )
|Other liabilities                                                                                  |  |      | 1,345    |   |      |   | 725    |  
|                                                                                                   |  |      |          |   |      |   |        |  
|Net cash provided by (used in) operating activities                                                |  |      | (2,279   | ) |      |   | 5,723  |  
|                                                                                                   |  |      |          |   |      |   |        |  
|Cash flows from investing activities:                                                              |  |      |          |   |      |   |        |  
|Purchases of property and equipment                                                                |  |      | (816     | ) |      |   | (422   | )
|                                                                                                   |  |      |          |   |      |   |        |  
|Net cash used in investing activities                                                              |  |      | (816     | ) |      |   | (422   | )
|                                                                                                   |  |      |          |   |      |   |        |  
|Cash flows from financing activities:                                                              |  |      |          |   |      |   |        |  
|Deferred financing cost                                                                            |  |      | (17,655  | ) |      |   |       |  
|Payments under the line of credit                                                                  |  |      | (35,000  | ) |      |   |       |  
|Proceeds from long-term debt                                                                       |  |      | 257,500  |   |      |   |       |  
|Payments of long-term debt                                                                         |  |      | (241,613 | ) |      |   | (638   | )
|Payments on obligations under capital leases                                                       |  |      | (290     | ) |      |   | (280   | )
|Payments on lease financing obligation                                                             |  |      | (116     | ) |      |   | (107   | )
|                                                                                                   |  |      |          |   |      |   |        |  
|Net cash used in financing activities                                                              |  |      | (37,174  | ) |      |   | (1,025 | )
|                                                                                                   |  |      |          |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                                               |  |      | (40,269  | ) |      |   | 4,276  |  
|Cash and cash equivalents, beginning of period                                                     |  |      | 54,570   |   |      |   | 46,681 |  
|                                                                                                   |  |      |          |   |      |   |        |  
|Cash and cash equivalents, end of period                                                           |  | $    | 14,301   |   |      | $ | 50,957 |  
|                                                                                                   |  |      |          |   |      |   |        |  
|Supplemental disclosure of cash flow information:                                                  |  |      |          |   |      |   |        |  
|Cash:                                                                                              |  |      |          |   |      |   |        |  
|Interest paid                                                                                      |  | $    | 10,683   |   |      | $ | 9,333  |  
|Net income taxes paid (received)                                                                   |  |      | (197     | ) |      |   | 9      |  
|Investing activities:                                                                              |  |      |          |   |      |   |        |  
|Fixed asset adjustment on building value                                                           |  |      |         |   |      |   | 369    |  

See accompanying notes
to condensed consolidated financial statements.



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LifeCare Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

LifeCare Holdings, Inc. (the Company) is a wholly owned subsidiary of LCI Holdco, LLC (Holdco). Holdco is a wholly owned
subsidiary of LCI Intermediate Holdco, Inc. (Intermediate Holdco). Intermediate Holdco is a wholly owned subsidiary of LCI Holding Company, Inc. (Holdings), which is owned by an investor group that includes affiliates of The
Carlyle Group and members of our senior management and board of directors. The investor group acquired Holdings pursuant to a merger that occurred on August 11, 2005, (the Merger).

The accompanying unaudited condensed consolidated financial statements and financial information have been prepared in accordance with generally accepted
accounting principles, and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim periods. The accompanying financial statements for the three months ended March 31, 2011
and 2010, are not necessarily indicative of annualized financial results.

The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated audited financial statements and notes thereto for the year ended December 31, 2010 included in the Form 10-K we filed on March 30, 2011, with the Securities and Exchange
Commission. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission.

(2) Summary of Significant Accounting Policies

Use of Estimates

The preparation of the financial statements requires us to make a
number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual amounts could differ from those estimates.

Goodwill

We review our goodwill annually, or more frequently if circumstances warrant a more timely review, to determine if there has been an impairment. We review
goodwill based upon one reporting unit, as our company is managed as one operating segment. In calculating the fair value of the reporting unit, we use various assumptions including estimated cash flows and discount rates. If estimated future cash
flows decline from the current amounts projected by management, an impairment charge may be recorded.

Income Taxes

For the three months ended March 31, 2011, income tax expense recorded represents the estimated income tax liability for certain
state income taxes. We believe that it is more likely than not that no benefit or expense will be realized during 2011 for federal income taxes based on estimated federal taxable losses for 2011. We anticipate that federal net operating losses
generated during 2011 will be offset by an increase in the valuation allowance against net deferred tax assets.

We follow the threshold of
more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. We record accrued interest and penalties associated with uncertain tax positions, if any, as income tax expense in the
condensed consolidated statement of operations.

The federal statute of limitations remains open for original tax returns filed for 2007
through 2010. State jurisdictions generally have statutes of limitations ranging from three to five years. The state income tax impact of federal income tax changes remains subject to examination by various states for a period up to one year after
formal notification to the states.

Stock Compensation

We estimate the fair value of our equity-based compensation awards on the date of grant, or the date of award modification if applicable, using the Black-Scholes option pricing model. The weighted average
fair value of options granted during the three months ended March 31, 2011 was nominal and was calculated based on the following assumptions: expected volatility of 40%, expected dividend yield of 0%, expected life of 6.25 years, and a
risk-free interest rate of 3.00%. Expected volatility was derived using data drawn from other healthcare public companies for five to seven years prior to the date of grant. The



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expected life was computed utilizing the simplified method as permitted by the Securities and Exchange Commissions Staff Accounting Bulletin No. 110, Share-Based Payment. The
expected forfeiture rates are 50% and are based upon a review of our recent history and expectations. The risk-free interest rate is based on the approximate yield on seven-year United States Treasury Bonds as of the date of grant. There were
450,000 options granted during the three months ended March 31, 2011 (see note 5).

Reclassifications

Certain reclassifications have been made to the consolidated financial statements for prior periods to conform to the presentation of
the 2011 condensed consolidated financial statements. Such reclassifications had no impact on net income or stockholders deficit.

(3) Net Patient Service Revenue

We
recognize in our consolidated financial statements the impact of adjustments, if any, to Medicare reimbursement when the amounts can be reasonably determined. Net revenues for the three months ended March 31, 2011 and 2010, include an increase
of $0.2 million and a decrease of $0.1 million, respectively, related to changes in estimates and settlements on prior year cost reports filed with the Medicare program. Approximately 59.8% and 61.5% of our total net patient service revenue for the
three months ended March 31, 2011 and 2010, respectively, came from Medicare reimbursement.

(4) Long-Term Debt

Long-term debt consists of the following (in thousands):



|                                                  |  |               |         |   |                  |   |         |  
|------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                  |  | March 31,2011 |         |   | December 31,2010 |  
|Current senior secured credit facilityterm loan  |  | $             | 258,051 |   |                  | $ |        |  
|Previous senior secured credit facilityterm loan |  |               |        |   |                  |   | 241,613 |  
|91/4%
senior subordinated notes                   |  |               | 119,299 |   |                  |   | 119,299 |  
|Revolving credit facility                         |  |               |        |   |                  |   | 35,000  |  
|                                                  |  |               |         |   |                  |   |         |  
|Total long-term debt                              |  |               | 377,350 |   |                  |   | 395,912 |  
|Current installments of long-term debt            |  |               | (2,575  | ) |                  |   | (1,931  | )
|                                                  |  |               |         |   |                  |   |         |  
|Long-term debt, excluding current installments    |  | $             | 374,775 |   |                  | $ | 393,981 |  
|                                                  |  |               |         |   |                  |   |         |  

New Senior Secured Credit Facility

As a result of the impending maturities and increasingly more restrictive covenant requirements under our existing senior secured credit facility, we entered into a new senior secured credit facility on
February 1, 2011, that consisted of (a) an initial $257.5 million senior secured term loan and (b) a senior secured revolving credit facility providing for borrowings of up to $30.0 million (the Credit Agreement).
Availability of borrowings under the revolving credit facility are reduced by outstanding letters of credit, which were $1.5 million as of March 31, 2011. The proceeds of this new Credit Agreement along with available cash on hand were utilized
to pay off our existing senior secured credit facility, revolving credit facility and the fees and expenses associated with the new Credit Agreement.

The terms of the Credit Agreement also provide that we have the right to request additional term loan commitments of up to $50.0 million. The lenders are not required to provide such additional
commitments, and any increase in commitments is subject to several conditions precedent and limitations specified in the Credit Agreement, including the consent of the lenders holding a majority of outstanding loans and undrawn commitments.

Borrowings under the term loan facility of the Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at our
option, either (a) an alternate base rate determined by reference to the highest of (1) the prime rate of JPMorgan Chase Bank, N.A., (2) the federal funds rate in effect on such date plus 1/2 of 1% and (3) the LIBOR rate for a
one month interest period plus 1% or (b) a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the relevant interest period adjusted for certain additional costs. The applicable margin percentage is 12.25% for
term loans that are alternate base rate loans and 13.25% for term loans based on the LIBOR rate. For the term loans, we may, in our discretion, elect for the relevant interest period (a) to pay the entire amount of interest in cash or
(b) to pay 5.50% of such interest in-kind by adding such interest to the outstanding principal of the term loans as of the applicable interest payment date.

The applicable margin percentage is initially 6.75% for revolving loans that are alternate base loans and 7.75% for revolving loans that are based on the LIBOR rate, subject to quarterly adjustment
(commencing with delivery of our financial



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statements for the first quarter ending March 31, 2011) based on our leverage ratio (as defined in the new senior secured credit agreement). In addition to paying interest on outstanding
principal under the senior secured credit agreement, we are required to pay an initial commitment fee of 0.50% per annum in respect of the unutilized commitments under the revolving credit facility, subject to quarterly adjustment commencing
with delivery of our financial statements for the fiscal quarter ending March 31, 2011, based on our leverage ratio (as defined in the Credit Agreement). We are also required to pay annual customary agency fees.

Beginning in June 2011, we are required to make scheduled quarterly payments under the senior secured term loan facility equal to 0.25% of the original
principal amount of the term loan, with the balance payable on February 1, 2016. Additionally, we are required to prepay outstanding term loans under this agreement with (a) 100% of the net cash proceeds of any debt or equity issued by us
or our restricted subsidiaries (with exceptions for certain debt permitted to be incurred or equity permitted to be issued under the agreement), (b) commencing with the year ending December 31, 2011, 75% (which percentage will be reduced
to 50% if our senior secured leverage ratio (as defined in the Credit Agreement) is less than 4:00 to 1:00) of our annual excess cash flow (as defined in the Credit Agreement), and (c) 100% of the net cash proceeds of certain asset sales or
other dispositions of property by us or our restricted subsidiaries, subject to reinvestment rights and certain other exceptions specified in the Credit Agreement. Mandatory prepayments of the term loans, subject to certain exceptions, are subject
to a prepayment fee of 3% if such prepayment occurs on or prior to February 1, 2012, 2% if such repayment occurs after February 1, 2012 and on or prior to February 1, 2013, and 1% if such prepayment occurs after February 1, 2013
and on or prior to February 1, 2014.

We may voluntarily prepay outstanding loans under the term loan facility and reduce the unutilized
portion of the commitment amount in respect of the senior secured revolving credit facility at any time. Any such voluntary prepayments are subject to a prepayment fee of 3% if such prepayment occurs on or prior to February 1, 2012, 2% if such
prepayment occurs after February 1, 2012 and on or prior to February 1, 2013, and 1% if such prepayment occurs after February 1, 2013 and on or prior to February 1, 2014. Other than as described above, prepayments are not subject
to any premium or penalty other than customary breakage costs with respect to loans based on the LIBOR rate.

The term loan and
revolving credit facility under the Credit Agreement have scheduled maturity dates of February 1, 2016, and February 1, 2015, respectively. However, if our outstanding senior subordinated notes are not refinanced, purchased or defeased in
full by May 15, 2013, then the term loan and the then outstanding balance under the revolving credit facility will be due in full on May 15, 2013.

The Credit Agreement also imposes certain financial covenants on us including: minimum consolidated EBITDA requirements beginning with the first fiscal quarter of 2011 through the end of the third fiscal
quarter of 2011; a maximum ratio of total senior secured indebtedness to consolidated EBITDA tested quarterly, beginning on the last day of the fourth quarter of 2011; and a minimum ratio of consolidated EBITDA to consolidated cash interest expense,
tested quarterly beginning on the last day of the fourth fiscal quarter of 2011. We believe we are currently in compliance with the covenants of our senior secured credit facility.

The Credit Agreement is secured by substantially all of our tangible and intangible assets, except for assets held by subsidiaries that have been designated as nonguarantor subsidiaries. The Credit
Agreement also contains certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain material
indebtedness, certain events of bankruptcy, certain events under ERISA, change of control, material judgments, failure of certain guaranty documents to be in full force and effect and failure of a lien to have the priority or otherwise be valid and
perfected with respect to material collateral.

If we are unable to maintain compliance with the covenants and requirements contained in the
Credit Agreement, an event of default could occur, unless we are able to obtain a waiver or enter into an amendment with the senior lenders to revise the covenants and requirements. If any such event of default occurs, the lenders under the Credit
Agreement would be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement, terminating access to our revolving credit facility, and all actions permitted to be taken by a secured creditor. If we are
required to obtain a waiver or execute an amendment to the Credit Agreement, it is likely we will incur additional fees and expenses, and will be required to pay a higher interest margin on our outstanding indebtedness in subsequent periods. An
event of default would have a material adverse effect on our financial position, results of operations and cash flow.

(5) Stock Options

At March 31, 2011, there were 2.9 million shares of common stock of Holdings available under the 2005 Equity Incentive Plan
(Plan) for stock option grants and other incentive awards, including restricted stock units. Options granted generally have an exercise price equal to the fair market value of the shares on the date of grant and expire 10 years from the
date of grant. A restricted stock unit is a contractual right to receive one share of Holdings common stock in the future. Options typically vest one-quarter on each of the first four anniversary dates of the grant and restricted stock units
typically vest in



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three equal annual installments. For the three months ended March 31, 2011, there was no pre-tax compensation costs related to our stock-based compensation arrangements. Income from the
three months ended March 31, 2010 includes $0.1 million of pre-tax compensation costs related to our stock-based compensation arrangements.

The following table summarizes stock option activity during the three months ended March 31, 2011:



|                             |  |                 |            |   |                              |   |      | 
|---------------------------- |  | --------------- | ---------- | - | ---------------------------- | - | ---- | 
|                             |  | Number ofShares |            |   | Weightedaverageexerciseprice |  
|Balance at December 31, 2010 |  |                 | 2,277,500  |   |                              | $ | 2.50 | 
|Granted                      |  |                 | 450,000    |   |                              |   | 2.50 | 
|Exercised                    |  |                 |           |   |                              |   |     | 
|Forfeited                    |  |                 | (1,000,000 | ) |                              |   | 2.50 | 
|Expired                      |  |                 | (2,500     | ) |                              |   | 2.50 | 
|                             |  |                 |            |   |                              |   |      | 
|Balance at March 31, 2011    |  |                 | 1,725,000  |   |                              | $ | 2.50 | 
|                             |  |                 |            |   |                              |   |      | 

At March 31, 2011, the weighted average remaining contractual life of outstanding options was 7.3 years.
There were 1,039,250 stock options exercisable at March 31, 2011. At March 31, 2011, the weighted average exercise price of the vested stock options was $2.50, the remaining weighted average contractual life was 6.3 years and they had no
intrinsic value. As of March 31, 2011, there was no unrecognized compensation costs related to stock options.

Restricted Stock Awards

In March 2009, our chief executive officer and president were granted 400,000 and 300,000 shares, respectively, according to a restricted stock award agreement for meeting certain financial goals for the
year ended December 31, 2008. The grant-date per share fair value of these awards was nominal. The shares vest in three equal annual installments beginning on March 24, 2010.

In connection with the appointment of our new chairman and chief executive officer, on March 3, 2011, a restricted stock award covering 100,000 shares of our common stock was granted. The grant-date
per share fair value of these awards was nominal. The shares vest in three equal annual installments beginning on March 24, 2010. On March 17, 2011, we entered into a separation agreement with our previous chief executive officer, which
stated that subject to receipt of the release of claims, all of his restricted stock awards would vest upon his last day of employment in June 2011.

As of March 31, 2011, there was no unrecognized compensation costs related to restricted stock awards.

(6) Regulatory Matters

All healthcare providers are required to comply with a significant
number of laws and regulations at the federal and state government levels. These laws are extremely complex, and in many instances, providers do not have the benefit of significant regulatory or judicial interpretation as to how to interpret and/or
apply these laws and regulations. The U.S. Department of Justice and other federal and state agencies are increasing resources dedicated to regulatory investigations and compliance audits of healthcare providers. As a healthcare provider, we are
subject to these regulatory efforts. Healthcare providers that do not comply with these laws and regulations may be subject to civil or criminal penalties, the loss of their licenses, or restriction in their ability to participate in various federal
and state healthcare programs. We endeavor to conduct our business in compliance with applicable laws and regulations, including healthcare fraud and abuse laws.

As a result of our hospitals state licensures and certifications under the Medicare and various Medicaid programs, we are subject to regular reviews, surveys, audits and investigations conducted by,
or on the behalf of, the federal and state agencies, including the Centers for Medicare & Medicaid Services (CMS), that are responsible for the oversight of these programs. These agencies reviews may include reviews or
surveys of our compliance with required conditions of participation regulations. The purpose of these surveys is to ensure that healthcare providers are in compliance with governmental requirements, including requirements such as adequacy of medical
care, equipment, personnel, operating policies and procedures, maintenance of adequate records, compliance with building codes and environmental protection and healthcare fraud and abuse. These surveys may identify deficiencies with conditions of
participation which require corrective actions to be made by the hospital within a given timeline. If a hospital is not successful in addressing the deficiencies and conditions in a timely manner, then CMS reserves the right to deem the hospital to
be out of compliance with Medicare conditions of participation and may terminate the hospital from participation in the Medicare program. Termination of a hospital from the Medicare program would have a material adverse effect on our results of
operations and cash flows.



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(7) Commitments and Contingencies

We are currently defending ourselves against one Hurricane Katrina related lawsuit. We are vigorously defending ourselves in this lawsuit, however, we cannot predict the ultimate resolution of this
matter. We maintained $15.0 million of general and professional liability insurance during this period, subject to a $1.0 million per claim retention. We believe that under our insurance policies, only one retention was applicable to the Hurricane
Katrina matters since these matters all arose from a single event, process or condition. However, our insurance carrier sent reservation of rights letters which challenged, among other things, the application of one retention to the Hurricane
Katrina related matters. On June 5, 2009, we reached an agreement with the insurance carrier regarding the reservation of rights matters whereby they will continue to pay all costs, indemnification and related expenses for the Hurricane Katrina
claims in consideration for $1.0 million, which was paid by us in three equal installments, on July 1, 2009, March 31, 2010, and March 31, 2011.

We have certain other pending and threatened litigation and claims incurred in the ordinary course of business. We believe (based, in part, on the advice of legal counsel) that the probable resolution of
such contingencies will not exceed our insurance coverage and will not materially affect our consolidated financial position, results of operations or liquidity.

(8) Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents,
accounts receivable, third-party payor settlements, and accounts payable and accrued expenses approximates fair value because of the short-term maturity of these instruments. The carrying amount of these obligations is a reasonable estimate of fair
value.

We follow the guidance for the fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the
use of subjective inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

Level 1  Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2  Inputs (other than prices included in Level 1) are either directly or indirectly observable, 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  Inputs are unobservable and reflect managements best estimate of what market participants would use in pricing the asset
or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The Senior Secured Credit Facility and the Senior Subordinated Notes are traded in private institutional markets. The carrying amounts of the Senior Secured Credit Facility and the Senior Subordinated
Notes were $258.1 million and $119.3 million, respectively, at March 31, 2011. Using available quoted market prices, the fair values of the Senior Secured Credit Facility and the Senior Subordinated Notes were approximately $259.7 million and
$80.5 million, respectively, at March 31, 2011. The carrying amounts of the Senior Secured Credit Facility and the Senior Subordinated Notes were $241.6 million and $119.3 million, respectively, at December 31, 2010. Using available quoted
market prices, the fair values of the Senior Secured Credit Facility and the Senior Subordinated Notes were approximately $233.8 million and $85.9 million, respectively, at December 31, 2010. The fair values are based on quoted market prices at
each balance sheet date; however, these quoted market prices represent Level 2 inputs as the markets in which the Senior Secured Credit Facility and the Senior Subordinated Notes trade are not active. The revolving credit facility had a carrying
value of $35.0 million at December 31, 2010. Using available quoted market prices for the Senior Secured Credit Facility as a basis, we estimated the fair market value of the revolving credit facility at $34.5 million at December 31, 2010.
This valuation is categorized as a Level 2 in the valuation hierarchy.

(9) Financial Information for Subsidiary Guarantors and
Nonguarantor Subsidiaries under the Senior Subordinated Notes

The senior subordinated notes are fully and unconditionally guaranteed by
substantially all of our wholly-owned subsidiaries (the Subsidiary Guarantors), however, certain of our subsidiaries did not guarantee the senior subordinated notes (the Nonguarantor Subsidiaries).

Presented below is condensed consolidating financial information for LifeCare Holdings, Inc., the Subsidiary Guarantors, and the Nonguarantor
Subsidiaries for the three months ended at March 31, 2011 and 2010. The equity method has been used with respect to investments in subsidiaries. Separate financial statements of the Subsidiary Guarantors are not presented.



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LifeCare Holdings, Inc.

Condensed Consolidating Balance Sheet

March 31, 2011

(in thousands)



|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|---------------------------------------------------------------- |  | ------ | -------- | - | --------------------- | - | ------- | ------------------------ |  | - | ------------ | - |  | ------------------ | -------- | - |  | - | -------- | -
|                                                                 |  | Parent |          |   | GuarantorSubsidiaries |   |         | NonguarantorSubsidiaries |  |   | Eliminations |   |  | ConsolidatedTotals |         
|Assets                                                           |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current assets:                                                  |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Cash and cash equivalents                                        |  | $      |         |   |                       | $ | 14,300  |                          |  | $ | 1            |   |  | $                  |         |   |  | $ | 14,301   |  
|Accounts receivable, net of allowance for doubtful accounts      |  |        |         |   |                       |   | 65,520  |                          |  |   | 5,439        |   |  |                    |         |   |  |   | 70,959   |  
|Due to/from related parties                                      |  |        | 23,291   |   |                       |   | (17,902 | )                        |  |   | (5,389       | ) |  |                    |         |   |  |   |         |  
|Other current assets                                             |  |        |         |   |                       |   | 6,259   |                          |  |   | 671          |   |  |                    |         |   |  |   | 6,930    |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current assets                                             |  |        | 23,291   |   |                       |   | 68,177  |                          |  |   | 722          |   |  |                    |         |   |  |   | 92,190   |  
|Investment in subsidiaries                                       |  |        | 332,185  |   |                       |   |        |                          |  |   |             |   |  |                    | (332,185 | ) |  |   |         |  
|Property and equipment, net                                      |  |        |         |   |                       |   | 54,353  |                          |  |   | 21,179       |   |  |                    |         |   |  |   | 75,532   |  
|Other assets                                                     |  |        | 18,364   |   |                       |   | 1,727   |                          |  |   | 2,577        |   |  |                    |         |   |  |   | 22,668   |  
|Identifiable intangibles, net                                    |  |        |         |   |                       |   | 15,440  |                          |  |   |             |   |  |                    |         |   |  |   | 15,440   |  
|Goodwill                                                         |  |        |         |   |                       |   | 248,342 |                          |  |   |             |   |  |                    |         |   |  |   | 248,342  |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total assets                                                     |  | $      | 373,840  |   |                       | $ | 388,039 |                          |  | $ | 24,478       |   |  | $                  | (332,185 | ) |  | $ | 454,172  |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  |        |          |   |                      
|Liabilities and Stockholders Equity (Deficit)                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current liabilities:                                             |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current installments of long-term debt                           |  | $      | 2,575    |   |                       | $ |        |                          |  | $ |             |   |  | $                  |         |   |  | $ | 2,575    |  
|Current installments of obligations under capital leases         |  |        |         |   |                       |   | 557     |                          |  |   | 121          |   |  |                    |         |   |  |   | 678      |  
|Current installments of lease financing obligation               |  |        |         |   |                       |   |        |                          |  |   | 490          |   |  |                    |         |   |  |   | 490      |  
|Estimated third party payor settlements                          |  |        |         |   |                       |   | 2,707   |                          |  |   | 2,486        |   |  |                    |         |   |  |   | 5,193    |  
|Accounts payable                                                 |  |        | 323      |   |                       |   | 24,789  |                          |  |   | 1,295        |   |  |                    |         |   |  |   | 26,407   |  
|Accrued payroll                                                  |  |        |         |   |                       |   | 3,230   |                          |  |   | 91           |   |  |                    |         |   |  |   | 3,321    |  
|Accrured vacation                                                |  |        |         |   |                       |   | 5,238   |                          |  |   | 205          |   |  |                    |         |   |  |   | 5,443    |  
|Accrued interest                                                 |  |        | 5,748    |   |                       |   |        |                          |  |   |             |   |  |                    |         |   |  |   | 5,748    |  
|Accrued other                                                    |  |        |         |   |                       |   | 3,083   |                          |  |   | 188          |   |  |                    |         |   |  |   | 3,271    |  
|Income taxes payable                                             |  |        |         |   |                       |   | 710     |                          |  |   | (6           | ) |  |                    |         |   |  |   | 704      |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current liabilities                                        |  |        | 8,646    |   |                       |   | 40,314  |                          |  |   | 4,870        |   |  |                    |         |   |  |   | 53,830   |  
|                                                                 |  |        |          |   |                      
|Long-term debt, excluding current installments                   |  |        | 374,775  |   |                       |   |        |                          |  |   |             |   |  |                    |         |   |  |   | 374,775  |  
|Obligations under capital leases, excluding current installments |  |        |         |   |                       |   | 274     |                          |  |   | 21           |   |  |                    |         |   |  |   | 295      |  
|Lease financing obligation, excluding current installments       |  |        |         |   |                       |   |        |                          |  |   | 19,432       |   |  |                    |         |   |  |   | 19,432   |  
|Accrued insurance                                                |  |        |         |   |                       |   | 4,472   |                          |  |   |             |   |  |                    |         |   |  |   | 4,472    |  
|Other noncurrent liabilities                                     |  |        | 5,500    |   |                       |   | 10,949  |                          |  |   |             |   |  |                    |         |   |  |   | 16,449   |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total liabilities                                                |  |        | 388,921  |   |                       |   | 56,009  |                          |  |   | 24,323       |   |  |                    |         |   |  |   | 469,253  |  
|                                                                 |  |        |          |   |                      
|Stockholders equity (deficit):                                  |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  |        |          |   |                      
|Common stock                                                     |  |        |         |   |                       |   |        |                          |  |   |             |   |  |                    |         |   |  |   |         |  
|Additional paid-in capital                                       |  |        | 175,441  |   |                       |   | 63      |                          |  |   | 12,580       |   |  |                    | (12,643  | ) |  |   | 175,441  |  
|Retained earnings (accumulated deficit)                          |  |        | (190,522 | ) |                       |   | 331,967 |                          |  |   | (12,425      | ) |  |                    | (319,542 | ) |  |   | (190,522 | )
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total stockholders equity (deficit)                             |  |        | (15,081  | ) |                       |   | 332,030 |                          |  |   | 155          |   |  |                    | (332,185 | ) |  |   | (15,081  | )
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  |        |          |   |                      
|                                                                 |  | $      | 373,840  |   |                       | $ | 388,039 |                          |  | $ | 24,478       |   |  | $                  | (332,185 | ) |  | $ | 454,172  |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  



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LifeCare Holdings, Inc.

Condensed Consolidating Balance Sheet

December 31, 2010

(in thousands)



|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|---------------------------------------------------------------- |  | ------ | -------- | - | --------------------- | - | ------- | ------------------------ |  | - | ------------ | - |  | ------------------ | -------- | - |  | - | -------- | -
|                                                                 |  | Parent |          |   | GuarantorSubsidiaries |   |         | NonguarantorSubsidiaries |  |   | Eliminations |   |  | ConsolidatedTotals |         
|Assets                                                           |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current assets:                                                  |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Cash and cash equivalents                                        |  | $      |         |   |                       | $ | 54,569  |                          |  | $ | 1            |   |  | $                  |         |   |  | $ | 54,570   |  
|Accounts receivable, net of allowance for doubtful accounts      |  |        |         |   |                       |   | 61,661  |                          |  |   | 5,614        |   |  |                    |         |   |  |   | 67,275   |  
|Due to/from related parties                                      |  |        | 71,188   |   |                       |   | (65,528 | )                        |  |   | (5,660       | ) |  |                    |         |   |  |   |         |  
|Other current assets                                             |  |        |         |   |                       |   | 5,551   |                          |  |   | 424          |   |  |                    |         |   |  |   | 5,975    |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current assets                                             |  |        | 71,188   |   |                       |   | 56,253  |                          |  |   | 379          |   |  |                    |         |   |  |   | 127,820  |  
|Investment in subsidiaries                                       |  |        | 321,277  |   |                       |   |        |                          |  |   |             |   |  |                    | (321,277 | ) |  |   |         |  
|Property and equipment, net                                      |  |        |         |   |                       |   | 55,338  |                          |  |   | 21,494       |   |  |                    |         |   |  |   | 76,832   |  
|Other assets, net                                                |  |        | 4,023    |   |                       |   | 2,356   |                          |  |   | 2,384        |   |  |                    |         |   |  |   | 8,763    |  
|Identifiable intangibles, net                                    |  |        |         |   |                       |   | 15,440  |                          |  |   |             |   |  |                    |         |   |  |   | 15,440   |  
|Goodwill                                                         |  |        |         |   |                       |   | 248,342 |                          |  |   |             |   |  |                    |         |   |  |   | 248,342  |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total assets                                                     |  | $      | 396,488  |   |                       | $ | 377,729 |                          |  | $ | 24,257       |   |  | $                  | (321,277 | ) |  | $ | 477,197  |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  |        |          |   |                      
|Liabilities and Stockholders Equity (Deficit)                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current liabilities:                                             |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current installments of long-term debt                           |  | $      | 1,931    |   |                       | $ |        |                          |  | $ |             |   |  | $                  |         |   |  | $ | 1,931    |  
|Current installments of obligations under capital leases         |  |        |         |   |                       |   | 690     |                          |  |   | 148          |   |  |                    |         |   |  |   | 838      |  
|Current installments of lease financing obligation               |  |        |         |   |                       |   |        |                          |  |   | 480          |   |  |                    |         |   |  |   | 480      |  
|Estimated third party payor settlements                          |  |        |         |   |                       |   | 2,058   |                          |  |   | 2,260        |   |  |                    |         |   |  |   | 4,318    |  
|Accounts payable                                                 |  |        | 382      |   |                       |   | 24,183  |                          |  |   | 887          |   |  |                    |         |   |  |   | 25,452   |  
|Accrued payroll                                                  |  |        |         |   |                       |   | 6,224   |                          |  |   | 256          |   |  |                    |         |   |  |   | 6,480    |  
|Accrued vacation                                                 |  |        |         |   |                       |   | 4,486   |                          |  |   | 172          |   |  |                    |         |   |  |   | 4,658    |  
|Accrued interest                                                 |  |        | 6,377    |   |                       |   |        |                          |  |   |             |   |  |                    |         |   |  |   | 6,377    |  
|Accrued other                                                    |  |        |         |   |                       |   | 4,170   |                          |  |   | 151          |   |  |                    |         |   |  |   | 4,321    |  
|Income taxes payable                                             |  |        | (203     | ) |                       |   | 485     |                          |  |   |             |   |  |                    |         |   |  |   | 282      |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current liabilities                                        |  |        | 8,487    |   |                       |   | 42,296  |                          |  |   | 4,354        |   |  |                    |         |   |  |   | 55,137   |  
|                                                                 |  |        |          |   |                      
|Long-term debt, excluding current installments                   |  |        | 393,981  |   |                       |   |        |                          |  |   |             |   |  |                    |         |   |  |   | 393,981  |  
|Obligations under capital leases, excluding current installments |  |        |         |   |                       |   | 399     |                          |  |   | 26           |   |  |                    |         |   |  |   | 425      |  
|Lease financing obligation, excluding current installments       |  |        |         |   |                       |   |        |                          |  |   | 19,558       |   |  |                    |         |   |  |   | 19,558   |  
|Accrued insurance                                                |  |        |         |   |                       |   | 4,032   |                          |  |   |             |   |  |                    |         |   |  |   | 4,032    |  
|Deferred income taxes                                            |  |        | 5,500    |   |                       |   |        |                          |  |   |             |   |  |                    |         |   |  |   | 5,500    |  
|Other noncurrent liabilities                                     |  |        |         |   |                       |   | 10,044  |                          |  |   |             |   |  |                    |         |   |  |   | 10,044   |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total liabilities                                                |  |        | 407,968  |   |                       |   | 56,771  |                          |  |   | 23,938       |   |  |                    |         |   |  |   | 488,677  |  
|                                                                 |  |        |          |   |                      
|Stockholders equity (deficit):                                  |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  |        |          |   |                      
|Common stock                                                     |  |        |         |   |                       |   |        |                          |  |   |             |   |  |                    |         |   |  |   |         |  
|Additional paid-in capital                                       |  |        | 175,441  |   |                       |   | 63      |                          |  |   | 12,580       |   |  |                    | (12,643  | ) |  |   | 175,441  |  
|Retained earnings (accumulated deficit)                          |  |        | (186,921 | ) |                       |   | 320,895 |                          |  |   | (12,261      | ) |  |                    | (308,634 | ) |  |   | (186,921 | )
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total stockholders equity (deficit)                             |  |        | (11,480  | ) |                       |   | 320,958 |                          |  |   | 319          |   |  |                    | (321,277 | ) |  |   | (11,480  | )
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  | $      | 396,488  |   |                       | $ | 377,729 |                          |  | $ | 24,257       |   |  | $                  | (321,277 | ) |  | $ | 477,197  |  
|                                                                 |  |        |          |   |                       |   |         |                          |  |   |              |   |  |                    |          |   |  |   |          |  



13



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##### Table of Contents

LifeCare Holdings, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2011

(in thousands)



|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        |  
|--------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------ | ------------------------ |  | - | ------------ |  |  | ------------------ | ------- | - |  | - | ------ | -
|                                        |  | Parent |         |   | GuarantorSubsidiaries |   |        | NonguarantorSubsidiaries |  |   | Eliminations |  |  | ConsolidatedTotals |        
|                                        |  |        |         |   |                      
|Net patient service revenue             |  | $      |        |   |                       | $ | 89,662 |                          |  | $ | 5,257        |  |  | $                  |        |   |  | $ | 94,919 |  
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        |  
|                                        |  |        |         |   |                      
|Salaries, wages and benefits            |  |        | 3       |   |                       |   | 42,397 |                          |  |   | 2,000        |  |  |                    |        |   |  |   | 44,400 |  
|Supplies                                |  |        |        |   |                       |   | 8,925  |                          |  |   | 366          |  |  |                    |        |   |  |   | 9,291  |  
|Rent                                    |  |        |        |   |                       |   | 6,263  |                          |  |   | 210          |  |  |                    |        |   |  |   | 6,473  |  
|Other operating expenses                |  |        | 241     |   |                       |   | 19,187 |                          |  |   | 1,328        |  |  |                    |        |   |  |   | 20,756 |  
|Provision for doubtful accounts         |  |        |        |   |                       |   | 1,261  |                          |  |   | 84           |  |  |                    |        |   |  |   | 1,345  |  
|Loss on early extinguishment of debt    |  |        | 2,772   |   |                       |   |       |                          |  |   |             |  |  |                    |        |   |  |   | 2,772  |  
|Depreciation and amortization           |  |        |        |   |                       |   | 1,797  |                          |  |   | 319          |  |  |                    |        |   |  |   | 2,116  |  
|Intercompany (income) expenses          |  |        | 1,098   |   |                       |   | (1,457 | )                        |  |   | 359          |  |  |                    |        |   |  |   |       |  
|Interest expense, net                   |  |        | 10,945  |   |                       |   | (7     | )                        |  |   | 397          |  |  |                    |        |   |  |   | 11,335 |  
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        |  
|                                        |  |        |         |   |                      
|Total expenses                          |  |        | 15,059  |   |                       |   | 78,366 |                          |  |   | 5,063        |  |  |                    |        |   |  |   | 98,488 |  
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        |  
|                                        |  |        |         |   |                      
|Operating income (loss)                 |  |        | (15,059 | ) |                       |   | 11,296 |                          |  |   | 194          |  |  |                    |        |   |  |   | (3,569 | )
|Earnings in investments in subsidiaries |  |        | (11,458 | ) |                       |   |       |                          |  |   |             |  |  |                    | 11,458  |   |  |   |       |  
|Equity in income of joint venture       |  |        |        |   |                       |   |       |                          |  |   | 193          |  |  |                    |        |   |  |   | 193    |  
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        |  
|                                        |  |        |         |   |                      
|Income (loss) before income taxes       |  |        | (3,601  | ) |                       |   | 11,296 |                          |  |   | 387          |  |  |                    | (11,458 | ) |  |   | (3,376 | )
|Provision for income taxes              |  |        |        |   |                       |   | 225    |                          |  |   |             |  |  |                    |        |   |  |   | 225    |  
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        |  
|                                        |  |        |         |   |                      
|Net income (loss)                       |  | $      | (3,601  | ) |                       | $ | 11,071 |                          |  | $ | 387          |  |  | $                  | (11,458 | ) |  | $ | (3,601 | )
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        |  

LifeCare Holdings, Inc.

Condensed Consolidating Statement of Operations

For the Three Months
Ended March 31, 2010

(in thousands)



|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        | 
|--------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------ | ------------------------ |  | - | ------------ |  |  | ------------------ | ------- | - |  | - | ------ | 
|                                        |  | Parent |         |   | GuarantorSubsidiaries |   |        | NonguarantorSubsidiaries |  |   | Eliminations |  |  | ConsolidatedTotals |        
|Net patient service revenue             |  | $      |        |   |                       | $ | 88,365 |                          |  | $ | 6,595        |  |  | $                  |        |   |  | $ | 94,960 | 
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        | 
|Salaries, wages and benefits            |  |        | 76      |   |                       |   | 39,706 |                          |  |   | 1,719        |  |  |                    |        |   |  |   | 41,501 | 
|Supplies                                |  |        |        |   |                       |   | 8,776  |                          |  |   | 463          |  |  |                    |        |   |  |   | 9,239  | 
|Rent                                    |  |        |        |   |                       |   | 6,295  |                          |  |   | 229          |  |  |                    |        |   |  |   | 6,524  | 
|Other operating expenses                |  |        | 274     |   |                       |   | 19,427 |                          |  |   | 1,199        |  |  |                    |        |   |  |   | 20,900 | 
|Provision for doubtful accounts         |  |        |        |   |                       |   | 1,477  |                          |  |   | 112          |  |  |                    |        |   |  |   | 1,589  | 
|Depreciation and amortization           |  |        |        |   |                       |   | 2,209  |                          |  |   | 340          |  |  |                    |        |   |  |   | 2,549  | 
|Intercompany (income) expenses          |  |        | 150     |   |                       |   | (644   | )                        |  |   | 494          |  |  |                    |        |   |  |   |       | 
|Interest expense, net                   |  |        | 6,535   |   |                       |   | 75     |                          |  |   | 395          |  |  |                    |        |   |  |   | 7,005  | 
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        | 
|Total expenses                          |  |        | 7,035   |   |                       |   | 77,321 |                          |  |   | 4,951        |  |  |                    |        |   |  |   | 89,307 | 
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        | 
|Operating income (loss)                 |  |        | (7,035  | ) |                       |   | 11,044 |                          |  |   | 1,644        |  |  |                    |        |   |  |   | 5,653  | 
|Earnings in investments in subsidiaries |  |        | (12,567 | ) |                       |   |       |                          |  |   |             |  |  |                    | 12,567  |   |  |   |       | 
|Equity in income of joint venture       |  |        |        |   |                       |   |       |                          |  |   | 54           |  |  |                    |        |   |  |   | 54     | 
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        | 
|Income before income taxes              |  |        | 5,532   |   |                       |   | 11,044 |                          |  |   | 1,698        |  |  |                    | (12,567 | ) |  |   | 5,707  | 
|Provision for income taxes              |  |        |        |   |                       |   | 175    |                          |  |   |             |  |  |                    |        |   |  |   | 175    | 
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        | 
|Net income                              |  | $      | 5,532   |   |                       | $ | 10,869 |                          |  | $ | 1,698        |  |  | $                  | (12,567 | ) |  | $ | 5,532  | 
|                                        |  |        |         |   |                       |   |        |                          |  |   |              |  |  |                    |         |   |  |   |        | 



14



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##### Table of Contents

LifeCare Holdings, Inc.

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2011

(in thousands)



|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|-------------------------------------------------------------------------------------------------- |  | ------ | -------- | - | --------------------- | - | ------- | ------------------------ |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------- | -
|                                                                                                   |  | Parent |          |   | GuarantorSubsidiaries |   |         | NonguarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Cash flows from operating activities:                                                              |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Net income (loss)                                                                                  |  | $      | (3,601   | ) |                       | $ | 11,071  |                          |  | $ | 387          |   |  | $            | (11,458 | ) |  | $ | (3,601   | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Depreciation and amortization                                                                      |  |        | 1,335    |   |                       |   | 1,797   |                          |  |   | 319          |   |  |              |        |   |  |   | 3,451    |  
|Provision for doubtful accounts                                                                    |  |        |         |   |                       |   | 1,261   |                          |  |   | 84           |   |  |              |        |   |  |   | 1,345    |  
|Paid in kind interest                                                                              |  |        | 551      |   |                       |   |        |                          |  |   |             |   |  |              |        |   |  |   | 551      |  
|Loss on early extinguishment of debt                                                               |  |        | 2,772    |   |                       |   |        |                          |  |   |             |   |  |              |        |   |  |   | 2,772    |  
|Equity in income of joint venture                                                                  |  |        |         |   |                       |   |        |                          |  |   | (193         | ) |  |              |        |   |  |   | (193     | )
|Changes in operating assets and liabilities:                                                       |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Accounts receivable                                                                                |  |        |         |   |                       |   | (5,120  | )                        |  |   | 91           |   |  |              |        |   |  |   | (5,029   | )
|Current income taxes                                                                               |  |        | 203      |   |                       |   | 219     |                          |  |   |             |   |  |              |        |   |  |   | 422      |  
|Other current assets                                                                               |  |        |         |   |                       |   | (708    | )                        |  |   | (247         | ) |  |              |        |   |  |   | (955     | )
|Change in investments in subsidiaries                                                              |  |        | (11,458  | ) |                       |   |        |                          |  |   |             |   |  |              | 11,458  |   |  |   |         |  
|Other assets                                                                                       |  |        |         |   |                       |   | (164    | )                        |  |   |             |   |  |              |        |   |  |   | (164     | )
|Due to/from related parties                                                                        |  |        | 47,653   |   |                       |   | (46,825 | )                        |  |   | (828         | ) |  |              |        |   |  |   |         |  
|Estimated third party payor settlements                                                            |  |        |         |   |                       |   | 650     |                          |  |   | 225          |   |  |              |        |   |  |   | 875      |  
|Accounts payable and accrued liabilities                                                           |  |        | (687     | ) |                       |   | (2,725  | )                        |  |   | 314          |   |  |              |        |   |  |   | (3,098   | )
|Other noncurrent liabilities                                                                       |  |        |         |   |                       |   | 1,345   |                          |  |   |             |   |  |              |        |   |  |   | 1,345    |  
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|                                                                                                   |  |        |          |   |                      
|Net cash provided by (used in) operating activities                                                |  |        | 36,768   |   |                       |   | (39,199 | )                        |  |   | 152          |   |  |              |        |   |  |   | (2,279   | )
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Cash flows from investing activities:                                                              |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Purchases of property and equipment                                                                |  |        |         |   |                       |   | (812    | )                        |  |   | (4           | ) |  |              |        |   |  |   | (816     | )
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash used in investing activities                                                              |  |        |         |   |                       |   | (812    | )                        |  |   | (4           | ) |  |              |        |   |  |   | (816     | )
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|                                                                                                   |  |        |          |   |                      
|Cash flows from financing activities:                                                              |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Deferred financing costs                                                                           |  |        | (17,655  | ) |                       |   |        |                          |  |   |             |   |  |              |        |   |  |   | (17,655  | )
|Payments under the line of credit                                                                  |  |        | (35,000  | ) |                       |   |        |                          |  |   |             |   |  |              |        |   |  |   | (35,000  | )
|Proceeds from long-term debt                                                                       |  |        | 257,500  |   |                       |   |        |                          |  |   |             |   |  |              |        |   |  |   | 257,500  |  
|Payments of long-term debt                                                                         |  |        | (241,613 | ) |                       |   |        |                          |  |   |             |   |  |              |        |   |  |   | (241,613 | )
|Payments on obligations under capital leases                                                       |  |        |         |   |                       |   | (258    | )                        |  |   | (32          | ) |  |              |        |   |  |   | (290     | )
|Payments on lease financing obligation                                                             |  |        |         |   |                       |   |        |                          |  |   | (116         | ) |  |              |        |   |  |   | (116     | )
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash used in financing activities                                                              |  |        | (36,768  | ) |                       |   | (258    | )                        |  |   | (148         | ) |  |              |        |   |  |   | (37,174  | )
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|                                                                                                   |  |        |          |   |                      
|Net decrease in cash and cash equivalents                                                          |  |        |         |   |                       |   | (40,269 | )                        |  |   |             |   |  |              |        |   |  |   | (40,269  | )
|Cash and cash equivalents, beginning of period                                                     |  |        |         |   |                       |   | 54,569  |                          |  |   | 1            |   |  |              |        |   |  |   | 54,570   |  
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  
|                                                                                                   |  |        |          |   |                      
|Cash and cash equivalents, end of period                                                           |  | $      |         |   |                       | $ | 14,300  |                          |  | $ | 1            |   |  | $            |        |   |  | $ | 14,301   |  
|                                                                                                   |  |        |          |   |                       |   |         |                          |  |   |              |   |  |              |         |   |  |   |          |  



15



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##### Table of Contents

LifeCare Holdings, Inc.

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2010

(in thousands)



|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------ | ------------------------ |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------ | -
|                                                                                  |  | Parent |         |   | GuarantorSubsidiaries |   |        | NonguarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Cash flows from operating activities:                                             |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net income                                                                        |  | $      | 5,532   |   |                       | $ | 10,869 |                          |  | $ | 1,698        |   |  | $            | (12,567 | ) |  | $ | 5,532  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Depreciation and amortization                                                     |  |        | 570     |   |                       |   | 2,208  |                          |  |   | 340          |   |  |              |        |   |  |   | 3,118  |  
|Provision for doubtful accounts                                                   |  |        |        |   |                       |   | 1,477  |                          |  |   | 112          |   |  |              |        |   |  |   | 1,589  |  
|Equity compensation amortization                                                  |  |        | 73      |   |                       |   |       |                          |  |   |             |   |  |              |        |   |  |   | 73     |  
|Equity in income of joint venture                                                 |  |        |        |   |                       |   |       |                          |  |   | (54          | ) |  |              |        |   |  |   | (54    | )
|Changes in operating assets and liabilities:                                      |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Patient accounts receivable                                                       |  |        |        |   |                       |   | (4,285 | )                        |  |   | 917          |   |  |              |        |   |  |   | (3,368 | )
|Other current assets                                                              |  |        | 225     |   |                       |   | (313   | )                        |  |   | (57          | ) |  |              |        |   |  |   | (145   | )
|Change in investments in subsidiaries                                             |  |        | (12,567 | ) |                       |   |       |                          |  |   |             |   |  |              | 12,567  |   |  |   |       |  
|Other assets                                                                      |  |        |        |   |                       |   | 173    |                          |  |   |             |   |  |              |        |   |  |   | 173    |  
|Due to/from related parties                                                       |  |        | 9,743   |   |                       |   | (7,317 | )                        |  |   | (2,426       | ) |  |              |        |   |  |   |       |  
|Estimated third party payor settlements                                           |  |        |        |   |                       |   | (1,659 | )                        |  |   | (63          | ) |  |              |        |   |  |   | (1,722 | )
|Accounts payable and accrued liabilities                                          |  |        | (2,938  | ) |                       |   | 2,927  |                          |  |   | (187         | ) |  |              |        |   |  |   | (198   | )
|Other liabilities                                                                 |  |        |        |   |                       |   | 725    |                          |  |   |             |   |  |              |        |   |  |   | 725    |  
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net cash provided by operating activities                                         |  |        | 638     |   |                       |   | 4,805  |                          |  |   | 280          |   |  |              |        |   |  |   | 5,723  |  
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Cash flows from investing activities:                                             |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Purchases of property and equipment                                               |  |        |        |   |                       |   | (302   | )                        |  |   | (120         | ) |  |              |        |   |  |   | (422   | )
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net cash used in investing activities                                             |  |        |        |   |                       |   | (302   | )                        |  |   | (120         | ) |  |              |        |   |  |   | (422   | )
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Cash flows from financing activities:                                             |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Payments of notes payable and long-term debt                                      |  |        | (638    | ) |                       |   |       |                          |  |   |             |   |  |              |        |   |  |   | (638   | )
|Payments on obligations under capital leases                                      |  |        |        |   |                       |   | (227   | )                        |  |   | (53          | ) |  |              |        |   |  |   | (280   | )
|Payments on lease financing obligation                                            |  |        |        |   |                       |   |       |                          |  |   | (107         | ) |  |              |        |   |  |   | (107   | )
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net cash used in financing activities                                             |  |        | (638    | ) |                       |   | (227   | )                        |  |   | (160         | ) |  |              |        |   |  |   | (1,025 | )
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net increase in cash and cash equivalents                                         |  |        |        |   |                       |   | 4,276  |                          |  |   |             |   |  |              |        |   |  |   | 4,276  |  
|Cash and cash equivalents, beginning of year                                      |  |        |        |   |                       |   | 46,680 |                          |  |   | 1            |   |  |              |        |   |  |   | 46,681 |  
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Cash and cash equivalents, end of year                                            |  | $      |        |   |                       | $ | 50,956 |                          |  | $ | 1            |   |  | $            |        |   |  | $ | 50,957 |  
|                                                                                  |  |        |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  



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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with our condensed consolidated financial
statements and the accompanying notes.

Company Overview

We began operations in 1993 and have grown our business through developing and acquiring hospitals to become a leading operator of long-term acute care
(LTAC) hospitals in the United States. As of March 31, 2011, we operated 20 hospitals located in nine states, consisting of eight hospital within a hospital facilities (27% of beds) and 12 freestanding facilities (73% of
beds). Through these 20 long-term acute care hospitals, we operate a total of 1,057 licensed beds and employ approximately 3,300 people, the majority of whom are registered or licensed nurses and respiratory therapists. Additionally, we hold a 50%
investment in a joint venture for a 51-bed LTAC hospital located in Muskegon, Michigan.

We believe we have developed a reputation for
excellence in providing treatment for patients with complex medical needs requiring extended treatment. Our patients have serious medical conditions such as respiratory failure, chronic pulmonary disease, nervous system disorders, infectious
diseases and severe wounds. They generally require a high level of monitoring and specialized care, yet may not require the continued services of an intensive care unit. Due to their serious medical conditions, our patients are generally not
clinically appropriate for admission to a skilled nursing facility or inpatient rehabilitation facility. By combining general acute care services with a focus on long-term treatment, we believe that our hospitals provide medically complex patients
with better and more cost-effective outcomes.

LifeCare Holdings, Inc. (the Company) is a wholly owned subsidiary of LCI Holdco,
LLC (Holdco). Holdco is a wholly owned subsidiary of LCI Intermediate Holdco, Inc. (Intermediate Holdco). Intermediate Holdco is a wholly owned subsidiary of LCI Holding Company, Inc. (Holdings), which is owned by
an investor group that includes affiliates of The Carlyle Group and members of our senior management and board of directors. The investor group acquired Holdings pursuant to a merger that occurred on August 11, 2005 (the Merger).

Recent Trends and Events

Hospital Openings and Closings

On October 16, 2010, we relocated an existing campus
including 35 beds in our Pittsburgh market to a new location in the market, and on November 19, 2010, we opened a third hospital campus in Pittsburgh with 32 beds that we reallocated from our existing licensed and LTAC certified beds in the
market.

Regulatory Changes

Approximately 59.8% and 61.5% of our total net patient service revenue for the three months ended March 31, 2011 and 2010, respectively, came from Medicare reimbursement. Our industry is subject to
extensive government regulation, including regulation of the Medicare reimbursement process. Changes in these regulations can have a material impact on the way we operate our business and on our results of operations.

The 2011 Proposed Rule

On May 5, 2011, the Centers for Medicare & Medicaid Services (CMS) published their proposed annual payment update for LTAC
hospitals for the 2012 rate year, which will be effective for all discharges on or after October 1, 2011 (the 2011 Proposed Rule). The proposed rule includes a net increase in the standard federal rate of $483 to $40,083, or 1.22%,
which is based on a market basket update of 2.8% less a 0.28% area wage level budget neutrality factor and the two adjustments required by the Patient Protection and Affordable Care Act: the multifactor productivity (MFP) adjustment of
1.2% and statutory payment rate reduction of 0.1%. The proposed rule also includes an increase in the high-cost outlier fixed-loss amount to $19,270 from $18,785. Additionally, the proposed rule includes updates to the weighting of
Medicare-Severity Diagnosis Related Groups (MS-LTC-DRG). CMS has estimated that the proposed changes outlined above for the 2012



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rate year, taken as a whole, will result in an increase of 1.9% in Medicare reimbursement to LTAC hospitals. Individual hospitals, however, may see varying effects of this proposed rule depending
upon their Medicare patient population and their specific base rate changes due to geographical location. The proposed rule also establishes a new quality reporting program for LTAC hospitals in accordance with provisions of the Affordable Care Act
and clarifies CMS position that Medicare Advantage (MA) days, along with traditional Medicare fee-for-service program days, are to be included in the determination of whether an LTAC hospital meets the greater than 25 day average
length of stay requirement. Furthermore, the proposed rule extends the application of the LTAC bed moratorium to LTAC hospitals developed under exceptions to the LTAC facility moratorium and proposes a rebasing of the market basket used by LTCH
hospitals.

The 2010 Final Rule

On July 30, 2010, CMS published their annual payment update for LTAC hospitals for the 2011 rate year, which became effective for all discharges on or after October 1, 2010 (the 2010 Final
Rule). The 2010 Final Rule included a net decrease in the standard federal rate of $195, or 0.5%, to $39,600, which was based on a market basket update of 2.5% less an adjustment of 0.5% as required by the Patient Protection and Affordable
Care Act (PPACA) of 2010, discussed below, and less an adjustment of 2.5% to account for changes in documentation and coding practices. The 2010 Final Rule also included an increase in the high-cost outlier fixed-loss amount to $18,785
from $18,615. Additionally, the 2010 Final Rule included updates to the weighting of MS-LTC-DRGs, which CMS indicated will be budget neutral for aggregate LTAC hospital payments. CMS also estimated that the changes for the 2011 rate year, taken as a
whole, including changes to the area wage adjustments for the 2011 rate year, an increase in high-cost outlier payments and an increase in short-stay outlier payments, would result in an increase of 0.5% in Medicare reimbursement to LTAC hospitals.
Individual hospitals, however, may see varying effects of the 2010 Final Rule depending upon their Medicare patient population and their specific base rate changes due to geographical location.

2010 Healthcare Reform Law

On March 23, 2010, the President signed into law the PPACA. This act made dramatic changes to the Medicare and Medicaid programs by adopting numerous initiatives intended to improve the quality of
healthcare, promote patient safety, reduce the cost of healthcare, increase transparency and reduce fraud and abuse of federal healthcare programs. Additionally, on March 30, 2010, the President signed the Health Care and Education
Affordability Reconciliation Act of 2010, which made certain amendments to the law signed by the President on March 23, 2010.

The PPACA,
together with the Health Care and Education Affordability Reconciliation Act of 2010, also made changes to the Medicare program relevant to the LTAC industry, including the following key provisions, among other things:



| |  |  | a two-year extension of the LTAC provisions originally included in the Medicare, Medicaid and SCHIP Extension Act of 2007 (the SCHIP Extension
Act),
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the implementation of quality reporting requirements for LTAC hospitals beginning in rate year 2014,
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | reductions in the annual market basket rate increases of 0.25% for rate year 2010, and ranging from 0.1% to 0.75% for rate years beginning 2011 through
2019,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | additional reductions in the annual market basket rate increases as the result of productivity adjustments beginning in 2012, which are expected to
approximate 1% annually, and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the development of a new hospital wage index system to replace the current system of calculating the hospital wage index based on cost report data.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

In addition, the PPACA created an Independent Payment Advisory Board to develop and submit proposals to the
President and Congress designed to reduce Medicare spending, and provided for pilot programs to explore a bundled payment system for an episode of care that includes an inpatient stay in a hospital and post-acute care provided within 30 days after
discharge.

The 2009 Final Rule

On July 31, 2009, CMS issued its final annual payment update for LTAC hospitals for the 2010 rate year, which became effective for all discharges on or after October 1, 2009 (the 2009
Final Rule). The 2009 Final Rule included a net increase in the standard federal rate of $783 to $39,897, or 2.0%, which was based on a market basket update of 2.5% less an adjustment of 0.5% to account for changes in documentation and coding
practices. The 2009 Final Rule also included a decrease in the high-cost outlier fixed-loss amount to $18,425 from $22,960. Additionally, the 2009 Final Rule included updates to the weighting of MS-LTC-DRGs, which CMS indicated will be budget
neutral for aggregate LTAC hospital payments. CMS estimated that the changes for the 2010 rate year, taken as a whole, will result in an increase of 3.3% in Medicare reimbursement to LTAC hospitals. Individual hospitals, however, may see varying
effects of this rule depending upon their Medicare patient population and changes to their specific standard federal rate due to geographical location.



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The 2009 Final Rule also finalized the interim final rule issued on June 3, 2009 as described below, as
well as the June 3, 2009 supplement to the proposed rule previously published by CMS on May 1, 2009. This rule updated the rate year 2010 LTAC- Prospective Payment System (PPS) payments by revising the table of MS-LTC-DRG
relative weights for the rate year 2010, which was based on the amended fiscal year 2009 weights. These changes have been taken into account in CMSs impact calculations outlined above.

Regulatory Matters

Periodically CMS will conduct surveys of hospitals and other health care providers as a condition of participation in the Medicare program. The purpose of
these surveys is to ensure that healthcare providers are in compliance with various governmental requirements related to adequacy of medical care, equipment, personnel, operating policies and procedures, maintenance of adequate records, compliance
with building codes and environmental protection and healthcare fraud and abuse.

Sources of Revenue

We are reimbursed for our services provided to patients by a number of sources, including the federal Medicare program and commercial payors. Payment
arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges and per diem rates. Our net patient service revenue consists of the amounts that we estimate to be reimbursable from each of the applicable
non-governmental payors and the Medicare and Medicaid programs. We account for the differences between the estimated reimbursement rates and our standard billing rates as contractual adjustments, which are deducted from gross revenues to arrive at
net revenues. We record accounts receivable resulting from such payment arrangements net of contractual allowances. Net patient service revenue generated directly from the Medicare program approximated 59.8% and 61.5% of total net patient service
revenue for the three months ended March 31, 2011 and 2010, respectively. Net patient service revenues generated from non-Medicare payors were substantially from commercial payors.

Laws and regulations governing provider reimbursement pursuant to the Medicare program are complex and subject to interpretation. The Medicare reimbursement amounts reported in our financial statements
are based upon estimates and, as such, are subject to adjustment until such time as our billings and cost reports are filed and settled with the appropriate regulatory authorities. Federal regulations require that providers participating in the
Medicare program submit annual cost reports associated with services provided to program beneficiaries. In addition, payments under LTAC hospital PPS are subject to review by the regulatory authorities, including enhanced medical necessity reviews
pursuant to SCHIP Extension Act and the Recovery Audit Contractor (RAC) program pursuant to the Tax Relief and Health Care Act of 2006. These reviews primarily focus on the accuracy of the MS-LTC-DRG assigned to each discharged patient
and normally occur after the completion of the billing process.

The annual cost reports are subject to review and adjustment by CMS through
its fiscal intermediaries. These reviews may not occur until several years after a provider files its cost reports and often results in adjustments to amounts reported by providers in their cost reports as a result of the complexity of the
regulations and the inherent judgment that is required in the application of certain provisions of provider reimbursement regulations. Since these reviews of filed cost reports occur periodically, there is a possibility that recorded estimated
Medicare reimbursement reflected in our consolidated financial statements and previously filed cost reports may change by a material amount in future periods. We recognize in our consolidated financial statements the impact of adjustments, if any,
to estimated Medicare reimbursement when the amounts can be reasonably determined.

Total Expenses

Total expenses consist of salaries, wages and benefits, supplies, which includes expenses related to drug and medical supplies, rent, other operating
expenses, provision for doubtful accounts, depreciation and amortization and interest expense. Other operating expenses include expenses such as contract labor, legal and accounting fees, insurance and contracted services purchased from host
hospitals.

Other Operating Metrics

We use certain operating metrics in the management of our facility operations. These include:

Licensed beds. Licensed beds represent beds for which a facility has been granted approval to operate from the applicable state licensing agency.
These licensed beds are used in the determination of average licensed beds and occupancy rates.



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Average licensed beds. We compute average licensed beds by computing a weighted average based upon
the number of licensed beds in place for each month within the reporting period.

Admissions. Admissions are the total number of
patients admitted to our facilities during the reporting period.

Patient days. Patient days are the cumulative number of days that
licensed beds are occupied in our facilities for the entire reporting period. We also refer to patient days as our census.

Average length
of stay (days).We compute average length of stay in days by dividing patient days for discharged patients by discharges.

Occupancy
rates. We compute our occupancy rate by determining the percentage of average licensed beds that are occupied for a 24-hour period during a reporting period. The occupancy rate provides a measure of the utilization of inpatient rooms.

Net patient service revenue per patient day. This measure is determined by dividing our total net patient service revenue by the
number of patient days in a reporting period. We use this metric to provide a measure of the net patient service revenue generated for each patient day.

Critical Accounting Matters

This discussion and analysis of our financial condition
and results of operation is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of those financial statements requires the use of
estimates and judgments that affect the reported amounts and related disclosures. We rely on historical experience and other assumptions that we believe are reasonable at the time in forming the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates.

We believe that
the following critical accounting policies as more fully described in our annual financial statements as of December 31, 2010 as filed in the Form 10-K, affect the more significant judgments and estimates used in the preparation of our
consolidated financial statements.



| |  |  | Revenue recognition
| | - |  | -------------------



| |  |  | Accounts receivable and allowance for doubtful accounts
| | - |  | -------------------------------------------------------



| |  |  | Insurance risks
| | - |  | ---------------



| |  |  | Impairment of long-lived assets
| | - |  | -------------------------------



| |  |  | Accounting for income taxes
| | - |  | ---------------------------



| |  |  | Goodwill
| | - |  | --------

Results of Operations

The following table sets forth operating results for each of the periods presented (in thousands):



|                                     |  |                                |        |   |                                |   |        | 
|------------------------------------ |  | ------------------------------ | ------ | - | ------------------------------ | - | ------ | 
|                                     |  | Three monthsendedMarch 31,2011 |        |   | Three monthsendedMarch 31,2010 |  
|Net patient service revenue          |  | $                              | 94,919 |   |                                | $ | 94,960 | 
|                                     |  |                                |        |   |                                |   |        | 
|Salaries, wages, and benefits        |  |                                | 44,400 |   |                                |   | 41,501 | 
|Supplies                             |  |                                | 9,291  |   |                                |   | 9,239  | 
|Rent                                 |  |                                | 6,473  |   |                                |   | 6,524  | 
|Other operating expenses             |  |                                | 20,756 |   |                                |   | 20,900 | 
|Provision for doubtful accounts      |  |                                | 1,345  |   |                                |   | 1,589  | 
|Loss on early extinguishment of debt |  |                                | 2,772  |   |                                |   |       | 
|Depreciation and amortization        |  |                                | 2,116  |   |                                |   | 2,549  | 
|Interest expense, net                |  |                                | 11,335 |   |                                |   | 7,005  | 
|                                     |  |                                |        |   |                                |   |        | 
|Total expenses                       |  |                                | 98,488 |   |                                |   | 89,307 | 
|                                     |  |                                |        |   |                                |   |        | 
|Operating income (loss)              |  |                                | (3,569 | ) |                                |   | 5,653  | 
|Equity in income of joint venture    |  |                                | 193    |   |                                |   | 54     | 
|                                     |  |                                |        |   |                                |   |        | 



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|                                  |  |                                |        |   |                                |   |       | 
|--------------------------------- |  | ------------------------------ | ------ | - | ------------------------------ | - | ----- | 
|                                  |  | Three monthsendedMarch 31,2011 |        |   | Three monthsendedMarch 31,2010 |  
|Income (loss) before income taxes |  |                                | (3,376 | ) |                                |   | 5,707 | 
|Provision for income taxes        |  |                                | 225    |   |                                |   | 175   | 
|                                  |  |                                |        |   |                                |   |       | 
|Net income (loss)                 |  | $                              | (3,601 | ) |                                | $ | 5,532 | 
|                                  |  |                                |        |   |                                |   |       | 

Operating Statistics

The following table sets forth operating statistics for each of the periods presented.



|                                                                            |  |                                |        |   |                                 |   |        |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ------------------------------- | - | ------ | -
|                                                                            |  | Three monthsendedMarch 31,2011 |        |   | Three monthsendedMarch 31, 2010 |  
|Number of hospitals within hospitals (end of period)                        |  |                                | 8      |   |                                 |   | 8      |  
|Number of freestanding hospitals (end of period)                            |  |                                | 12     |   |                                 |   | 11     |  
|Number of total hospitals (end of period)                                   |  |                                | 20     |   |                                 |   | 19     |  
|Licensed beds (end of period) (1)                                           |  |                                | 1,057  |   |                                 |   | 1,059  |  
|Average licensed beds (1)                                                   |  |                                | 1,057  |   |                                 |   | 1,059  |  
|Admissions                                                                  |  |                                | 2,108  |   |                                 |   | 2,090  |  
|Patient days                                                                |  |                                | 60,035 |   |                                 |   | 59,252 |  
|Occupancy rate                                                              |  |                                | 63.1   | % |                                 |   | 62.2   | %
|Percent net patient service revenue from Medicare                           |  |                                | 59.8   | % |                                 |   | 61.5   | %
|Percent net patient service revenue from commercial payors and Medicaid (2) |  |                                | 40.2   | % |                                 |   | 38.5   | %
|Net patient service revenue per patient day                                 |  | $                              | 1,581  |   |                                 | $ | 1,603  |  



|(1) | The average licensed beds are only calculated on the beds at locations that were open for operations during the applicable periods.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(2) | The percentage of net patient service revenue from Medicaid is less than two percent for each of the periods presented.
|--- | -----------------------------------------------------------------------------------------------------------------------

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

Net Revenues

Our
net patient service revenue of $94.9 million for the three months ended March 31, 2011, is in line with the comparable period in 2010. Patient days in the 2011 period were 783, or 1.3%, greater than the same period in 2010, while admissions
were 18, or 0.9%, more than the same period in 2010. The increase in patient days contributed to a favorable variance of $1.3 million in net patient service revenue in the 2011 period; however, this amount was mitigated by a $22 decrease in net
patient service revenue per patient day which was the result of a marginal increase in the length of stay for Medicare patients during the 2011 period as compared to the 2010 period.

Total Expenses

Total expenses increased by $9.2 million to $98.5 million for the three months ended March 31, 2011 as compared to $89.3 million for the same
period in 2010. This increase was primarily attributable to an increase of $4.3 million in net interest expense due to the higher margin rate associated with the new senior secured credit agreement, and a $2.8 million loss related to the write-off
of deferred financing cost as a result of the refinancing of the senior secured credit facility during the period. There was also a $2.9 million increase in salaries, wages and benefits primarily related to the increase in patient days during the
period, the fixed staffing costs associated with our new hospital campus in Pittsburgh, higher group health benefit expenses during the period and annual inflationary increases.

Income Tax Expense

For the three months ended March 31, 2011, income tax expense recorded represents the estimated income tax liability for certain state income taxes.
We believe that it is more likely than not that no benefit or expense will be realized during 2011 for federal income taxes based on estimated federal taxable losses for 2011. We anticipate that federal net operating losses generated during 2011
will be offset by an increase in the valuation allowance against net deferred tax assets.

Liquidity and Capital
Resources

Our primary sources of liquidity are cash on hand, expected cash flows generated by operations, and availability of
borrowings under a revolving credit facility. Availability of borrowings under our revolving credit facility are generally



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dependent upon our ability to meet the maximum leverage ratio test included in the senior secured credit facility. Our primary liquidity requirements are for debt service on our senior secured
credit facilities and the notes, capital expenditures and working capital.

As a result of the impending maturities and increasingly more
restrictive covenant requirements under our previous senior secured credit facility, we completed a refinancing of our previous senior secured credit facility with a new senior secured credit facility that consisted of an initial $257.5 million
senior secured term loan and a new $30.0 million senior secured revolving credit facility on February 1, 2011 (the Credit Agreement). The proceeds of this new Credit Agreement along with available cash on hand were utilized to pay
off our existing senior secured credit facility and revolving credit facility and the fees and expenses associated with the new Credit Agreement.

The terms of the Credit Agreement also provide that we have the right to request additional term loan commitments of up to $50.0 million. The lenders are not required to provide such additional
commitments, and any increase in commitments is subject to several conditions precedent and limitations specified in the Credit Agreement, including the consent of the lenders holding a majority of outstanding loans and undrawn commitments.

At March 31, 2011, our debt structure consisted of $119.3 million aggregate principal amount of senior subordinated notes, a senior
secured credit facility, consisting of (i) a term loan facility in an outstanding principal amount of $258.1 million, which matures on February 1, 2016, and (ii) a $30.0 million revolving credit facility, subject to availability, of
which none was outstanding, including sub-facilities for letters of credit, of which $1.5 million was outstanding, which matures on February 1, 2015. Availability of borrowings under the revolving credit facility are reduced by outstanding
letters of credit. We also had capital lease obligations of $1.0 million with varying maturities. The full amount available under the term loan facility was used in connection with the February 1, 2011 refinancing.

Borrowings under the term loan facility of the Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at our option,
either (a) an alternate base rate determined by reference to the highest of (1) the prime rate of JPMorgan Chase Bank, N.A., (2) the federal funds rate in effect on such date plus 1/2 of 1% and (3) the LIBOR rate for a one month
interest period plus 1% or (b) a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the relevant interest period adjusted for certain additional costs. The applicable margin percentage is 12.25% for term loans
that are alternate base rate loans and 13.25% for term loans based on the LIBOR rate. For the term loans, we may, in our discretion, elect for the relevant interest period (a) to pay the entire amount of interest in cash or (b) to pay
5.50% of such interest in-kind by adding such interest to the outstanding principal of the term loans as of the applicable interest payment date. At March 31, 2011, the interest rate applicable to the $258.1 million outstanding
under our term loan facility was 13.56%.

The applicable margin percentages for the revolving loans are initially 6.75% for alternate base
loans and 7.75% for loans that are based on the LIBOR rate, subject to quarterly adjustment (commencing with delivery of our financial statements for the first quarter ending March 31, 2011) based on our leverage ratio (as defined in the Credit
Agreement). In addition to paying interest on outstanding principal under the senior secured credit agreement, we are required to pay an initial commitment fee of 0.50% per annum in respect of the unutilized commitments under the revolving
credit facility, subject to quarterly adjustment commencing with delivery of our financial statements for the fiscal quarter ending March 31, 2011, based on our leverage ratio (as defined in the Credit Agreement). We are also required to pay
annual customary agency fees.

Beginning in June 2011, we are required to make scheduled quarterly payments under the senior secured term loan
facility equal to 0.25% of the original principal amount of the term loan, with the balance payable on February 1, 2016. Additionally, we are required to prepay outstanding term loans under this agreement with (a) 100% of the net cash
proceeds of any debt or equity issued by us or our restricted subsidiaries (with exceptions for certain debt permitted to be incurred or equity permitted to be issued under the agreement), (b) commencing with the year ending December 31,
2011, 75% (which percentage will be reduced to 50% if our senior secured leverage ratio (as defined in the Credit Agreement) is less than 4:00 to 1:00) of our annual excess cash flow (as defined in the Credit Agreement), and (c) 100% of the net
cash proceeds of certain asset sales or other dispositions of property by us or our restricted subsidiaries, subject to reinvestment rights and certain other exceptions specified in the Credit Agreement. Mandatory prepayments of the term loans,
subject to certain exceptions, are subject to a prepayment fee of 3% if such prepayment occurs on or prior to February 1, 2012, 2% if such repayment occurs after February 1, 2012 and on or prior to February 1, 2013, and 1% if such
prepayment occurs after February 1, 2013 and on or prior to February 1, 2014.

We may voluntarily prepay outstanding loans under the
term loan facility and reduce the unutilized portion of the commitment amount in respect of the senior secured revolving credit facility at any time. Any such voluntary prepayments are subject to a prepayment fee of 3% if such prepayment occurs on
or prior to February 1, 2012, 2% if such prepayment occurs after February 1, 2012 and on or prior to February 1, 2013, and 1% if such prepayment occurs after February 1, 2013 and on or prior to February 1, 2014. Other than
as described above, prepayments are not subject to any premium or penalty other than customary breakage costs with respect to loans based on the LIBOR rate.



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The term loan and revolving credit facility under the Credit Agreement have scheduled maturity dates of
February 1, 2016, and February 1, 2015, respectively. However, if our outstanding senior subordinated notes are not refinanced, purchased or defeased in full by May 15, 2013, then the term loan and the then outstanding balance under
the revolving credit facility will be due in full on May 15, 2013.

The Credit Agreement also imposes certain financial covenants on us
including: minimum cumulative consolidated EBITDA requirements beginning with the first fiscal quarter of 2011 through the end of the third fiscal quarter of 2011; a maximum ratio of total senior secured indebtedness to consolidated EBITDA tested
quarterly on a trailing 12 month basis, beginning on the last day of the fourth quarter of 2011; and a minimum ratio of consolidated EBITDA to consolidated cash interest expense, tested quarterly on a trailing 12 month basis beginning on the last
day of the fourth fiscal quarter of 2011.

The Credit Agreement is secured by substantially all of our tangible and intangible assets, except
for assets held by subsidiaries that have been designated as nonguarantor subsidiaries. The Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default, including payment defaults,
breach of representations and warranties, covenant defaults, cross defaults to certain material indebtedness, certain events of bankruptcy, certain events under ERISA, change of control, material judgments, failure of certain guaranty documents to
be in full force and effect and failure of a lien to have the priority or otherwise be valid and perfected with respect to material collateral.

If we are unable to maintain compliance with the covenants and requirements contained in the Credit Agreement, an event of default could occur, unless we
are able to obtain a waiver or enter into an amendment with the senior lenders to revise the covenants and requirements. If any such event of default occurs, the lenders under the Credit Agreement would be entitled to take various actions, including
the acceleration of amounts due under the Credit Agreement, terminating access to our revolving credit facility, and all actions permitted to be taken by a secured creditor. An event of default would have a material adverse effect on our financial
position, results of operations and cash flow. We believe we are currently in compliance with the covenants of our senior secured credit facility.

We believe that our cash on hand, expected cash flows from operations, and potential availability of borrowings under the revolving portion of our senior secured credit facilities will be sufficient to
finance our operations, and meet our scheduled debt service requirements for at least the next twelve months, absent an acceleration of repayment due to an event of default as discussed in the previous paragraph.

We actively seek to identify and evaluate potential acquisition candidates and, from time to time, we review potential acquisitions of businesses. Any
acquisitions may require us to issue additional equity or incur additional indebtedness, subject to the limitations contained in our senior secured credit facility. We intend to seek opportunities to refinance our senior subordinated notes, subject
to financial performance and market conditions, and we continue to explore various strategic transactions, including an acquisition, as a means to reduce our leverage and strengthen our operating and financial condition. However, there is no
assurance that we will be able to refinance our senior subordinated notes on commercially reasonable terms or at all, or to complete an acquisition on desirable terms.

We and our subsidiaries, affiliates or significant stockholders may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in
open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Capital Expenditures

We
anticipate that we may incur capital expenditures of approximately $4.6 million during the remainder of 2011 based on our current plans of ongoing capital maintenance expenditure requirements at our existing facilities. We may enter into lease
arrangements to finance a portion of these equipment expenditures.

Historical Cash Flow

The following table summarizes the net cash provided by (used in) the statement of cash flows (in thousands):



|                     |  |                                      |         |   |                                      |   |        |  
|-------------------- |  | ------------------------------------ | ------- | - | ------------------------------------ | - | ------ | -
|                     |  | Three MonthPeriod EndedMarch 31,2011 |         |   | Three MonthPeriod EndedMarch 31,2010 |  
|Operating activities |  | $                                    | (2,279  | ) |                                      | $ | 5,723  |  
|Investing activities |  |                                      | (816    | ) |                                      |   | (422   | )
|Financing activities |  |                                      | (37,174 | ) |                                      |   | (1,025 | )



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For the three months ended March 31, 2011, operating activities used $2.3 million of cash as compared
to providing $5.7 million in cash for the comparable period in 2010. For the three-months ended March 31, 2011, we had a net loss of $3.6 million as compared to net income of $5.5 million for the same period in 2010.

Accounts receivable increased by $5.0 million for the three months ended March 31, 2011 as compared to an increase of $3.4 million for the same
period during 2010. Days of net patient service revenue in accounts receivable at March 31, 2011 had decreased to 66.7 as compared to 70.6 at December 31, 2010. Estimated third party payor settlements provided cash of $0.9 million as
compared to a net use of cash of $1.7 million for the three months ended March 31, 2010. The use of cash during the 2010 period was principally due to the repayment to Medicare of amounts received as interim payments during 2009 in excess of
revenues ultimately recognized.

Cash used in investing activities was $0.8 million for the three months ended March 31, 2011 as compared
to $0.4 million in 2010. Cash used in investing activities during the 2011 and 2010 periods were principally for recurring maintenance capital expenditures.

Cash used by financing activities for the three months ended March 31, 2011 was $37.2 million as compared to $1.0 million for the same period in 2010. The three months ended March 31, 2011
included proceeds of $257.5 million from the new senior secured credit facility, offset by outflows to pay down the previous senior secured credit facility, consisting of $241.6 million in term debt and $35.0 million for the outstanding balance
under the revolving line of credit. There were also payments of $17.7 million in deferred financing cost associated with the debt refinance.

Seasonality

Our business experiences seasonality resulting in variation in census
levels, with the highest census historically occurring in the first quarter of the year and the lowest census occurring in the third quarter of the year.

Inflation

We derive a substantial portion of our revenue from the Medicare program.
LTAC hospital PPS payments are subject to fixed payments that generally are adjusted annually for inflation. However, there can be no assurance that these adjustments, if received, will reflect the actual increase in our costs for providing
healthcare services.

Labor and supply expenses make up a substantial portion of our operating expense structure. The expenses can be subject
to increase in periods of rising inflation.

Forward Looking Statements

This quarterly report contains forward-looking statements regarding, among other things, our financial condition, results of operations, plans,
objectives, future performance and business. All statements contained in this document other than historical information are forward-looking statements. Forward-looking statements include, but are not limited to, statements that represent our
beliefs concerning future operations, strategies, financial results or other developments, and contain words and phrases such as may, expects, believes, anticipates, estimates,
should, or similar expressions. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are
subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve
or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from the forward-looking statements
include, but are not limited to:



| |  |  | the failure to maintain compliance with our financial covenants could be costly or have a material adverse effect on us;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount of outstanding indebtedness and the restrictive covenants in the agreements governing our indebtedness may limit our operating and financial
flexibility;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the condition of the financial markets, including volatility and deterioration in the capital and credit markets, could have a material adverse effect
on the availability and terms of financing sources;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | development or acquisition of new facilities may prove difficult or unsuccessful, use significant resources or expose us to unforeseen liabilities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure to comply with the provisions of any of our Master Lease Agreements could materially adversely affect our financial position, results of
operations and liquidity;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in government reimbursement for our services may have an adverse effect on our future revenues and profitability including, for example, the
changes described under Regulatory Changes;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | healthcare reform may have an adverse effect on our future revenues and profitability;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | a government investigation or assertion that we have violated applicable regulations may result in increased costs or sanctions that reduce our
revenues and profitability;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | periodic reviews, surveys, audits and investigations by federal and state government agencies and private payors could result in adverse findings and
may negatively impact our revenues and profitability;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | actions that may be brought by individuals on the governments behalf under the False Claims Acts qui tam or whistleblower
provisions may expose us to unforeseen liabilities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure of our long-term acute care hospitals to maintain their qualification would cause our revenues and profitability to decline;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure of our satellite facilities to qualify for provider-based status with the applicable main facilities may adversely
affect our results of operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | private third party payors for our services may merge or undertake future cost containment initiatives that limit our future revenues and
profitability;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase in uninsured and underinsured patients in our hospitals or the deterioration in the collectability of the accounts of such patients could
harm our results of operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure to maintain established relationships with the physicians in our markets could reduce our revenues and profitability;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | shortages in qualified nurses, therapists and other healthcare professionals or union activity may significantly increase our operating costs;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competition may limit our ability to grow and result in a decrease in our revenues and profitability;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the loss of key members of our management team could significantly disrupt our operations;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the geographic concentration of our facilities in Texas and Pennsylvania makes us sensitive to economic, regulatory, environmental and other
developments in these states;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adverse changes in individual markets could significantly affect operating results;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the effect of legal actions or other claims associated with the circumstances arising from Hurricane Katrina could subject us to substantial
liabilities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effect of legal actions asserted against us or lack of adequate available insurance could subject us to substantial uninsured liabilities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an inability to ensure and maintain an effective system of internal controls over financial reporting could expose us to liability; and,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure to prevent damage or interruption to our systems and operations or to conform to regulatory standards for electronic health records could
result in improper functioning, security breaches of our information systems, additional expenses or penalties.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We do not intend, and do not
undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of this report.



ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At March 31, 2011, we had $258.1 million in senior term loans outstanding and a borrowing availability of $28.5 million under our revolving credit
facility, each bearing interest at variable rates. Each 0.125% point change in interest rates would result in a $0.4 million annual change in interest expense on our term loans and revolving credit facility loans, assuming that our revolving credit
facility is fully drawn.



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ITEM 4: CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered in this report. The disclosure controls and procedures are
designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within required time periods, and include controls and disclosures designed to
ensure that this information is accumulated and communicated to the companys management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based
on this evaluation, our principal executive officer and principal financial officer have concluded that as of March 31, 2011 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be
included in our periodic Securities and Exchange Commission reports is recorded accurately, processed, summarized and reported within the time periods specified in the relevant Securities and Exchange Commission rules and forms.

In addition, we reviewed our internal controls, and there have been no changes in our internal controls over financial reporting identified in connection
with an evaluation that occurred during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

We are a party to several legal actions that arose in the ordinary course of business. The majority of these actions are related to malpractice claims that are covered under various insurance
policies; however, there may be some actions which are not insured. We are unable to predict the ultimate outcome of pending litigation and government investigations, nor can there be any guarantee that the resolution of any litigation or
investigation, either individually or in the aggregate, would not have a material adverse effect on our financial position, results of operations or liquidity. However, in our opinion, the outcome of these actions will not have a material
adverse effect on the financial position, results of operations or liquidity of our company.

We are currently defending ourselves against one
Hurricane Katrina related lawsuit. We are vigorously defending ourselves in this lawsuit, however, we cannot predict the ultimate resolution of this matter. We maintained $15.0 million of general and professional liability insurance during this
period, subject to a $1.0 million per claim retention. We believe that under our insurance policies, only one retention was applicable to the Hurricane Katrina matters since these matters all arose from a single event, process or condition. However,
our insurance carrier sent reservation of rights letters which challenged, among other things, the application of one retention to the Hurricane Katrina related matters. On June 5, 2009, we reached an agreement with the insurance carrier
regarding the reservation of rights matters whereby they will continue to pay all costs, indemnification and related expenses for the Hurricane Katrina claims in consideration for $1.0 million, which was paid by us in three equal installments, on
July 1, 2009, March 31, 2010, and March 31, 2011.

ITEM 1A: RISK FACTORS

No changes.

ITEM 6: EXHIBITS

The exhibits to this report are listed in the Exhibit Index.



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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.



LifeCare Holdings, Inc.By:

/S/    Phillip B.
DouglasPhillip B. DouglasChief Executive OfficerBy:

/S/    CHRIS A.
WALKERChris A. WalkerChief Financial Officer


Dated:
May 12, 2011



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EXHIBIT INDEX



|        |  |                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                   
|        | 
|31.1    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|        | 
|31.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|        | 
|32.1    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                            
|        | 
|32.2    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                            



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