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): March 26, 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 March 26, 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, n ew 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: March 26, 2010

REHABCARE GROUP, INC.

 By: /s/ Jay W. Shreiner                                  

 Name: Jay W. Shr einer

 Title: Executive Vice President and

 Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99 Investor Relations Presentation in use beginning March 26, 2010

EX-99

Investor Presentation

Fourth Quarter 2009

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 nearly
1,300 locations in 41 states

nFourth largest post-acute hospital
operator and third largest long-term
acute care hospital (LTACH) provider
in U.S.

nCompleted acquisition of Triumph
HealthCare, a leading operator of
LTACHs, on Nov. 24, 2009

Geographic Presence

Hospital Rehabilitation Services (HRS) Division

Skilled Nursing Rehabilitation Services (SRS) Division

Hospital Division

1

Division Overviews

Skilled Nursing Rehabilitation

Services (SRS)

n$496 mm - 39% ofpro forma
revenue

n1,118 SNF/long-term care
programs in 37 states

n8.1 mm annual patient visits

nPolaris Group - consulting for
long-term care facilities

nVTA Management Services -
therapy and nurse staffing for
New York

$1.3 billion pro forma operating revenues for FYE 2009

Hospital Rehabilitation

Services (HRS)

n$178 mm - 14% of pro forma
revenue

n145 hospital-based programs in
32 states

n44,000 IRF discharges/year

n1.3 mm annual outpatient visits

n$588 mm - 47% of pro forma
revenue

n28 LTACHs, 6 IRFs; 13 states

n19 FS LTACHs, 9 HIHs; 4 FS
IRFs, 2 HIHs

n1,593 licensed LTACH beds; 243
IRF beds

n406,000 annual patient days

LTACHs = Long-Term Acute Care Hospitals

IRFs = Inpatient Rehabilitation Facilities

SNFs = Skilled Nursing Facilities

FS = Freestanding

HIH = Hospital in Hospital

Hospital Division

2

13%

Patient Discharge Destination1

LTACH / SNF

IRF

No post-
acute care

Hospice/Home Health

65%

Acute care
hospital

3

Market Overview

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

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

Medicare Post-Acute Spending (in billions)

$

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

Hospital Division
Overview

Competitive Landscape

1MedPAC, March 2010 Report to the Congress

2Does not include additional Triumph facility scheduled to open April 2010

nPost Triumph merger, RehabCare is the third largest LTACH operator in the U.S., 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, representing 14
locations) with market-leading acute care providers and physician groups, in addition to its
wholly owned facilities

Market Size1: 221 IRFs

(Freestanding and HIHs)

Market Size1: 386 LTACHs

IRFs

LTACHs

4

Source: Information available from public filings or
from company websites

2

99

95

83

34

23

19

16

14

8

4

Triumph Acquisition
Strategic rationale

nCombination provides immediate economies of scale

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

nAdditional growth potential through LTACH and IRF development opportunities

nAll LTACH business now under Triumph management

nMeaningfully accretive to 2010 EPS; strong cash flow and ability to quickly deleverage

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

FYE 2009 “Owned” Revenue vs. “Contract” Revenue

RehabCare

Pro Forma

nDivision historically has been impacted by de novo start-up losses and infrastructure investments;
Triumph merger provides level of critical mass as well as ability to adopt proven operational
strengths

nExpect total year 2010 revenue of $650.0 - $675.0 mm and EBITDA of $90.0 - $100.0 mm

nExpect breakeven operating earnings run rate for 13 legacy hospitals by the end of the second
quarter of 2010 and breakeven operating earnings for FY2010

nPatient Protection and Affordable Care Act (H.R. 3590) extends LTACH provisions in Medicare,
Medicaid and SCHIP Extension Act of 2007 through Dec. 31, 2012

Hospital Division
Performance/outlook

Operating Earnings ($ in millions)

1Operating earnings excluding start-up & ramp-up losses and transaction and severance related
 costs, see Appendix for reconciliation to GAAP

2Includes $39.7 million in revenue and operating earnings of $3.7 million generated by Triumph from
 11/25/09 - 12/31/09

3Includes a $1.5 million pretax charge related to the cancellation of a planned acquisition and
 development project

2

New Hospitals:101121

4Q20081Q20092Q20093Q20094Q2009

6

Revenue ($ in millions) and Patient Days

2

1

3

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

¹Source: MedPAC Report to Congress, March 2010

Competitive Landscape — # of facilities served

Self-

operated

11,000+

1,118

1,000

700

538

450

400

300

188

Market Size1: 15,000+
Medicare-certified SNFs

7

SRS Division
Performance/outlook

Revenue ($ in millions)

Note: Includes Symphony acquisition as of July 1, 2006

1Same store analysis does not include Symphony

% Margin:5.5%(0.3%)1.7%5.6%7.6%

Operating Earnings ($ in millions)

8

YOY growth:35.5%49.9%24.4%5.6%8.5%

Same store:8.4%1.0%¹7.1%112.4%8.8%

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

nExpect 6.5% - 7.5% operating earnings margins for the full year 2010, driven by mid-single
digit year-over-year same store revenue growth (reflects estimated impact of concurrent
therapy rules that go into effect Oct. 1, 2010); 50 to 75 net new units in 2010; first quarter
impacted by Part B therapy caps

nAuto exception process for Part B therapy caps expired Dec. 31, 2009; H.R. 3590 extends
through Dec. 31 of this year

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

1MedPAC March 2010 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 inpatient 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

9

10

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 runway for revenue growth

nExpect 15% - 17% operating earnings margin and 2 - 4% year-over-year growth in IRF
same store discharges for the full year 2010; unit count expected to decrease in first half of
year with recovery in second, resulting in flat unit growth for year

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:(0.5%)(5.3%)(8.7%)0.9%7.6%

IRFs:120115107113106

Operating Earnings ($ in millions)

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

1

Standalone and Pro Forma
Historical Key Financials

Pro Forma

RehabCare

Diluted Earnings Per Share³

1RehabCare 2009 historical includes $39.7 million in revenue generated by Triumph;
 excluding Triumph, RHB Y-o-Y growth would have been 12.8%

2See Appendix for reconciliation to GAAP

3Represents net earnings per share from continuing operations, attributable to
 RehabCare

Historical Operating Revenue¹ ($mm)

11

Historical Adjusted EBITDA² ($mm)

Historical Adjusted EBITDA Margin (%)

$1.88

4RehabCare 2009 historical includes transaction and severance related pre-tax

 charges of $9.4 mm or $0.38 per diluted share.Pro forma 2009 historical includes
 severance and other transaction related pre-tax charges of $10.7 mm or $0.27 per
 diluted share.Excluding these charges, 2009 accretion would have been 31.1%.

4

4

12

Consolidated Pro Forma
Balance Sheet

nCash flow from operations was $48 mm for fiscal year 2009 consistent with 2008

nDays sales outstanding improved from 66 days at Dec. 31, 2008 to 60 days at Dec.
31, 2009 excluding Triumph

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

nCapital expenditures anticipated to be $32 mm in 2010, consisting of $12.5 mm of
information system investments; $12.5 mm in expansion projects and $7.0 mm related
to maintenance

Cash and Cash Equivalents

Total Assets

Total Debt

Stockholders’ Equity

Noncontrolling Interests

Percent of Debt to Total Capital¹

Debt to Pro Forma Adjusted EBITDA²

($mm)

$24.7

1,110.0

455.3

437.3

22.3

50%

3.0x

12/31/09

1Total capital represents the sum of debt, stockholders’ equity and noncontrolling interests

2Represents Total Debt plus OID of $8.9 mm divided by 2009 Pro forma Adjusted EBITDA; see Appendix for reconciliation of Pro forma
 Adjusted EBITDA to GAAP

Strategic Direction

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

nAdvance to next generation in point-of-care technology

nDevelop Centers of Excellence

nProvide oversight of clinical quality and outcomes through Quality and Patient
Safety Committee

nDrive organic growth and continue to explore M&A opportunities in existing
businesses

nImprove profitability of Hospital division through Triumph merger

nComplete three scheduled hospital expansion projects; explore development
opportunities within Triumph facilities

nEnhance client value proposition through new product offerings, bundling
options and IT solutions

nUtilize point-of-service technology to increase speed of referrals/admissions,
strengthen relationships with referrers and optimize performance

13

14

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

15

16

Primary Post-Acute Settings
Overview

	Long Term Acute Care Hospitals	Skilled Nursing Facilities	Inpatient Rehab Facilities
Medicare Spending 2009	$4.6 billion	$25.5 billion (est. $6 billion rehab)	$5.8 billion
Patients Served 2008	130,869 Medicare discharges	2.6 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 2012) •Moratorium on new LTACH beds until 2013	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

1As reflected in the Company’s 2009 Form 10-K financial statements and footnotes

17

Hospital Division Adjusted Operating Earnings