8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 12, 2010

REHABCARE GROUP, INC.

(Exact name of Company as specified in its charter)

Delaware	001-14655	51-0265872
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

7733 Forsyth Boulevard
Suite 2300
St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(800) 677-1238

(Company's telephone number, including area code)

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Beginning on January 12, 2010, RehabCare executives will make presentations at investor conferences to analysts and in other forums using the slides as included in this Form 8-K as Exhibit 99.  Presentations will be made using these slides, or modifications thereof, in connection with other presentations in the foreseeable future.

Information contained in this presentation is an overview and intended to be considered in the context of RehabCare's SEC filings and all other publicly disclosed information. We undertake no duty or obligation to update or revise this information. However, we may update the presentation periodically in a Form 8-K filing.

Forward-looking statements have been provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the Company’s current expectations and could be affected by numerous factors, risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.  Do not rely on forward looking statements as the Company cannot predict or control many of the factors that ultimately may affect the Company’s ability to achieve the results estimated.  The Company makes no promise to update any forward looking statements whether as a result of changes in underlying factors, new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits - See exhibit index

SIGNATURE

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

Dated: January 12, 2010

REHABCARE GROUP, INC.

By: /s/ Jay W. Shreiner                                  

Name: Jay W. Shreiner

Title: Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99 Investor Relations Presentation in use beginning January 12, 2010

EX-99

Investor Presentation

JP Morgan Conference
January 13, 2010

Exhibit 99

Company Overview

nHeadquartered in St. Louis, Missouri

nEstablished in 1982

nLargest contract manager of
rehabilitation services in hospitals and
long-term care settings, with over
1,280 locations in 41 states

nCompleted acquisition of Triumph
HealthCare, a leading provider of long-
term acute care hospitals (LTACHs),
on Nov. 24, 2009

nAcquisition makes RehabCare the
fourth largest post-acute hospital
operator and third largest LTACH
provider in U.S.

nYTD 9/30/09 pro forma revenues of
$943 mm

Hospital Rehabilitation Services (HRS) Division

Skilled Nursing Rehabilitation Services (SRS) Division

Hospital Division

Geographic Presence

Revenue Breakdown - YTD pro forma as of 9/30/09

Skilled
Nursing
39%

Hospital Rehab
Services
14%

Hospitals
47%

13%

Patient Discharge Destination1

LTACH / SNF

IRF

No post-
acute care

Hospice/Home Health

65%

Acute care
hospital

2

Market Overview

13%

2 MedPAC Data Book, June 2009; does not include Home Health or
Medicare Advantage

3 Avalere Health LLC, April 2009; does not include Home Health or
Medicare Advantage

Medicare Post-Acute Spending (in billions)

LTACHs = Long-Term Acute Care Hospitals IRFs
= Inpatient Rehabilitation FacilitiesSNFs =
Skilled Nursing Facilities

$

nLarge, growing and highly fragmented market

nPositive demographic trends, with first wave of Baby Boomers entering Medicare in 2011

nMedicare expenditures for post-acute services (excluding home health) projected to increase 113% from
2007 to 2021

nRehabCare delivers services across the post-acute continuum of care, providing the
most appropriate discharge destination for acute patients

Projected3

Actual2

94

6

5

6

89

82

28

23

19

11

8

8

Hospital Division
Overview

Competitive Landscape

1 See Appendix for reconciliation to GAAP

2 MedPAC, March 2009 Report to the Congress

3 MedPAC Data Book, June 2009

4 Does not include additional Triumph facility scheduled to open April 2010

nTriumph HealthCare was purchased for $558.7 mm, 6.2x LTM
9/30/09 Adjusted EBITDA1

nTriumph is the third largest LTACH operator in the U.S. by
revenue, operating 21 facilities in 7 states. It is the largest
provider of long-term acute care in Houston and the dominant
provider of LTACH services in 9 of its 13 markets.

nRehabCare pursues joint venture hospital partnerships (nine
currently) with market-leading acute care providers and
physician groups, in addition to its wholly owned facilities

Market Size2: 219 IRFs

(Freestanding and HIHs)

Market Size3: 409 LTACHs

IRFs

LTACHs

100

93

82

34

23

19

16

14

8

6

4

3

Combined Profile

n28 long-term acute care hospitals
(LTACHs), 6 inpatient rehabilitation
facilities (IRFs)

n13 states

n1,838 licensed beds

n18,000 annual patient discharges

4

Source: Information available from public filings or
from company websites

4

4

Triumph Acquisition
Strategic rationale- operational

nCombination provides immediate economies of scale

nAbility to adopt Triumph’s operational strengths, which have produced a consistent record of
strong earnings performance compared to major competitors

nCreates stronger, more comprehensive continuum of care, better positioning RehabCare for
potential changes in reimbursement (e.g., bundling)

nBuilds out RehabCare’s continuum of care in 12 markets where there is overlap with SRS and
HRS services, creating opportunities for synergies and improved patient flow

nNew management structure in the Hospital division

nBrock Hardaway leads the combined LTACH operations

nJoined Triumph in 2005

n21 years industry experience, including operational leadership positions at Select
Medical and Kindred Healthcare

nRetained key Triumph operators

nAdditional growth potential through LTACH and IRF development opportunities

Admission Volumes

nStrong admission volumes

nADC has grown consistently since 2005

Commercial Volume Growth

Non-Medicare Patient Mix

nStrategic approach to managed care/commercial
payors has yielded higher volumes, higher rates and a
more diversified referral base

nStrength in managing length of stay (case
management) has resulted in significant growth in
NRPPD

Triumph Operational Strengths

1

1

1

1

1 Through 9/30/09

5

16%

20%

22%

26%

27%

6

nMeaningfully accretive to 2010 EPS

nImmediately brings the Hospital division to profitability ($59 mm pro forma Adjusted
EBITDA YTD 9/30/09 versus a loss of $7 mm)1

nStrong cash flow and ability to quickly deleverage

nCost savings through senior management and back-office overhead reductions

nMore diversified business lines, reducing reliance on third party contracts for revenue and
EBITDA streams

Triumph Acquisition
Strategic rationale - financial

YTD 9/30/09 “Owned” Revenue vs. “Contract” Revenue

RehabCare

Pro Forma

1 Adjusted EBITDA Reconciliation: $66.5 mm (Triumph) - $7.1 mm (Legacy Hospital division) = $59.4 mm; see Appendix for reconciliation to GAAP

nDivision has struggled to maintain traction while absorbing start-up losses, infrastructure
investments and the impact of various operational issues across a small base of hospitals

nExpect total year 2009 operating losses of $25.5 - $26.5 mm (including ≈ $11.0 mm in merger &
acquisition and integration related costs) and revenue of approximately $154.0 mm for full year

nExpect breakeven operating earnings run rate by the end of the second quarter of 2010 and
breakeven operating earnings for FY2010

nFinal rule for FY2010 Medicare reimbursement, effective 10/1/09, resulted in a 2.8% rate increase
for RehabCare IRFs and a 1.4% increase for its legacy LTACHs

Legacy Hospital Division
Historical performance

Revenue ($ in millions) and Discharges

Operating Earnings & Start-up Losses ($ in millions)

1Includes a $1.5 million pretax charge related to the cancellation of a planned
acquisition and development project

¹

New Hospitals:101011

2Q20083Q20084Q20081Q20092Q20093Q2009

7

Skilled Nursing Rehabilitation Services (SRS)
Division overview

nManages rehab programs for SNFs

nEach Medicare-certified SNF is required to provide
physical, speech and occupational therapy, but many
lack the know-how and/or scale to effectively manage a
program

nRehabCare provides a compelling value proposition to its
SNF partners

nAccess to advanced technology platform

nBroader array of services

nBetter access to scarce therapist labor pool

Source: Information available from public filings or from company websites

¹ Source: MedPAC Data Book, June 2009

Competitive Landscape — # of facilities served

Self-

operated

11,000+

1,098

1,000

700

571

450

400

300

188

Market Size1: 15,000+
Medicare-certified SNFs

8

Profile

n1,098 skilled nursing facility (SNF)
programs in 37 states

n7.9 million annual patient visits

nPolaris Group - consulting for long-
term care facilities

nVTA Management Services - therapy
and nurse staffing for New York

nSignificant same store revenue and margin growth since completion of Symphony integration in 2007

nExpect 6.5% - 7.5% operating earnings margins for the remainder of 2009 and in 2010, driven by mid
single digit year-over-year same store revenue growth; modest unit growth in 4Q09 and in 2010

nSNF final rule for FY2010 Medicare reimbursement, effective 10/1/09, resulted in a net 1.1% rate
decrease for RehabCare clients; auto exception process for Part B therapy caps expired 12/31/09,
healthcare reform bills include extension through either 2010 or 2011

nFocused on implementing next generation of therapist point-of-care devices and value-added solutions
for clients through information technology

SRS Division
Performance/outlook

YOY growth:30.9%35.5%49.9%24.4%5.6%6.8%4.1%9.2%

Same store:9.9%8.4%1.0%¹7.1%112.4%10.6%11.8%10.3%

Revenue ($ in millions)

Note: Includes Symphony acquisition as of July 1, 2006

1Same store analysis does not include Symphony

% Margin:6.0%5.5%(0.3%)1.7%5.6%7.8%5.0%7.9%

Operating Earnings ($ in millions)

9

RehabCare, 9.1%

Horizon Health, 1.9%

Other, 0.9%

Hospital-based:

Self-op, 69.9%

Other, 9.9%

RehabCare, 0.5%

HealthSouth, 7.8%

Source: Information available from public filings or from
company websites

1 MedPAC March 2009 Report to the Congress

Horizon Health
15.6%

Other
9.8%

RehabCare
74.6%

Freestanding

Hospital-Based
3rd Party

HealthSouth
42.9%

Other 54%

RehabCare
3.1%

18.2%

11.9%

Hospital Rehabilitation Services (HRS)
Division overview

nManages hospital-based IRFs and outpatient therapy programs
on a contract basis, providing its partners with:

nImproved clinical outcomes

nAbility to attract ≈ 30% admissions from external sources

nBroader clinical programming (brain, stroke, spinal
dysfunction)

nBetter access to scarce therapist labor pool

nBetter compliance (60% rule, RAC, 3-hour rule)

Market Size1: 1,202
hospital-based and
freestanding IRFs

10

Profile

n154 hospital-based programs in 32
states

n47,500 inpatient rehabilitation facility
(IRF) and skilled nursing unit
discharges/year

n1.2 million annual outpatient visits

11

HRS Division
Performance/outlook

nRevenue and earnings declined due to implementation of 75% Rule in 2004; freeze of rule at
60% in January 2008 gave clear runway for same store growth

nExpect 15% - 17% operating earnings margin, 2 - 4% year-over-year growth in IRF same store
discharges, lower units in 4Q09 and flat unit growth in 2010

nFocused on enhancing client value through information technology, achieving larger system
sales and becoming the post-acute solution for providers under bundled payment scenario

¹Includes $1.2 mm pretax charge from a bad debt write-down related to an
outpatient transaction

Revenue ($ in millions)

CAGR: (1.6%)

YOY growth:2.6%(0.5%)(5.3%)(8.7%)0.9%10.1%(2.7%)9.2%

IRFs:113120115107113110110110

Operating Earnings ($ in millions)

% Margin: 17.3%11.9%13.2%14.0%13.3%15.8%13.3%16.6%

Standalone and Pro Forma
Historical Key Financials

Pro Forma

RehabCare

Diluted Earnings Per Share2

1 See Appendix for reconciliation to GAAP

2 Represents net earnings per share from continuing operations, attributable to RehabCare

Historical Operating Revenue ($mm)

12

Historical Adjusted EBITDA1 ($MM)

Historical Adjusted EBITDA Margin (%)

9/30/09

13

Consolidated Pro Forma
Balance Sheet

nCash flow from operations improved to $47 mm for YTD Q309 compared to $49 mm for
fiscal year 2008

nDays sales outstanding improved from 66 days at 12/31/08 to 61 days at 9/30/09

nExpect continued strong operating cash flow with DSO of approximately 60 - 65 days

Cash and Cash Equivalents

Total Assets

Total Debt1

Stockholders’ Equity2

Noncontrolling Interests

Percent of Debt to Total Capital3

Debt to Annualized Adjusted EBITDA4

($mm)

$19.2

1,101.9

456.7

428.2

14.5

51%

2.9x

Pro Forma
9/30/09

1Includes a $441.0 mm term loan B, net of $9.0 mm in original issue discount; $11.1 mm in capital leases and $4.6 mm in mortgage debt

2Includes $140.6 mm related to a secondary equity offering for 6.2 mm shares of common stock

3Total capital represents the sum of debt, stockholders’ equity and noncontrolling interests

4Represents YTD 9/30/09 Adjusted EBITDA annualized; see Appendix for reconciliation

Strategic Direction

nEnhance focus on clinical outcomes through cutting-edge technology and
commitment to excellence

nExpand reach in post-acute space through both organic growth and
development opportunities in existing businesses

nLeverage unique continuum model to facilitate opportunities under bundled
payment system

nUtilize IT to optimize performance and create distinction in the marketplace

Helping People Regain Their Lives

14

15

Safe Harbor

Forward-looking statements have been provided pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements
are based on the Company’s current expectations and could be affected by
numerous factors, risks and uncertainties discussed in the Company’s filings with
the Securities and Exchange Commission, including its most recent annual report
on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on
Form 8-K.Do not rely on forward looking statements as the Company cannot
predict or control many factors that affect its ability to achieve the results estimated.
The Company makes no promise to update any forward looking statements
whether as a result of changes in underlying factors, new information, future events
or otherwise.

Appendix

16

17

Primary Post-Acute Settings
Overview

	Long Term Acute Care Hospitals	Skilled Nursing Facilities	Inpatient Rehab Facilities
Medicare Spending 2008	$4.5 billion	$24.2 billion (est. $6 billion rehab)	$5.8 billion
Patients Served 2007	129,202 Medicare discharges	2.5 million Medicare admissions	370,048 Medicare discharges
Type of Patient	High acuity, at least 25 days	Low to moderate acuity, may require some rehab	High acuity, requires extensive rehab (min 3 hrs/day)
Avg. Length of Stay	At least 25 days	27 days	13.2 days
Medicare Reimbursement	LTACH PPS - Receive a single payment when Medicare beneficiary is discharged for all services rendered	SNF PPS - Receive a per diem payment under both Medicare Part A and state Medicaid programs	IRF PPS- Receive a single payment when Medicare beneficiary is discharged for all services rendered
Medicare Requirements	•Patients must have an average length of stay of >25 days •25% rule: no more than 25% of patients may be referred from a single source (fixed at 50% through 2010) •Moratorium on new LTACH beds until 2011	Medicare covers up to 100 days of SNF care following an acute hospital stay of at least 3 days	60% Rule: 60% of patients must satisfy one of 13 defined conditions

Source: MedPAC

Standalone and Pro Forma Historical
Financial Reconciliations

RehabCare Adjusted EBITDA

Pro Forma Adjusted EBITDA

Triumph LTM1 Adjusted EBITDA/Purchase Price Multiple

  1Last twelve months
  2Subject to adjustment

Triumph Adjusted EBITDA

18