0000831967-06-000033.txt : 20060809 0000831967-06-000033.hdr.sgml : 20060809 20060808205905 ACCESSION NUMBER: 0000831967-06-000033 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060809 DATE AS OF CHANGE: 20060808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINETIC CONCEPTS INC /TX/ CENTRAL INDEX KEY: 0000831967 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 741891727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09913 FILM NUMBER: 061014784 BUSINESS ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 210.524.9000 MAIL ADDRESS: STREET 1: P0 B0X 659508 CITY: SAN ANTONIO STATE: TX ZIP: 78265-9508 10-Q 1 r2q2006.htm KCI 2Q 2006 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

Commission File Number: 001-09913

KINETIC CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

Texas		74-1891727
(State of Incorporation)		(I.R.S. Employer Identification No.)


8023 Vantage Drive San Antonio, Texas		78230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (210) 524-9000

     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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
               Large accelerated filer          X                Accelerated filer                               Non-accelerated filer

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

     Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock: 71,833,118 shares as of August 4, 2006

Table of Contents

TABLE OF CONTENTS

KINETIC CONCEPTS, INC.


PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Earnings
		Condensed Consolidated Statements of Cash Flows
		Notes to Condensed Consolidated Financial Statements
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk
	Item 4.	Controls and Procedures
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings
	Item 1A.	Risk Factors
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 5.	Other Information
	Item 6.	Exhibits
	SIGNATURES

Table of Contents

TRADEMARKS

The following terms used in this report are our trademarks: AirMaxxis^®, AtmosAir^®, BariAir^®, BariatricSupportÔ, BariKare^®, BariMaxx^® II, BariMaxx^®, DynaPulse^®, FirstStep^®, FirstStep^® AdvantageÔ, FirstStep^® PlusÔ, FirstStep Select^®, FirstStep Select^® Heavy DutyÔ, FluidAir Elite^®, FluidAir^® II, KCI^®, GranuFoam^® SilverÔ, KinAir^® III, KinAir^® IV, KinAir MedSurg^®, KCI Express^®, Kinetic Concepts^®, Kinetic TherapyÔ, MaxxAir ETS^®, Maxxis^® 300, Maxxis^® 400, PediDyne^®, PlexiPulse^®, PlexiPulse^® AC, Pulse ICÔ, Pulse SCÔ, RIK^®, RotoProne^®, RotoRest^®, RotoRest^® Delta, T.R.A.C.^®, The Clinical Advantage^®, TheraKair^®, TheraKair Visio^®, TheraPulse^®, TheraPulse^® II, TheraPulse^® ATPÔ, TheraRest^®, TriaDyne^® II, TriaDyne Proventa^®, TriCell^®, V.A.C.^®, V.A.C. ATS^®, V.A.C. Freedom^®, V.A.C.^® Therapy, The V.A.C.^® System, Vacuum Assisted Closure^® and V.A.C. Instill^®. All other trademarks appearing in this report are the property of their holders.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward‑looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are covered by the "safe harbor" created by those sections. The forward‑looking statements are based on our current expectations and projections about future events. Discussions containing forward‑looking statements may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors," and elsewhere in this report. In some cases, you can identify forward‑looking statements by terminology such as "may," "will," "should," "could," "predicts," "projects," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," or the negative of these terms and other comparable terminology, including, but not limited to, statements regarding the following:

     -      projections of revenues, expenditures, earnings, or other financial items;

     -      future demand for V.A.C. systems or other products;

     -     the effects on our business of the recent jury verdict in our patent litigation and post-trial motion and appeals;

     -      expectations for third-party and governmental reimbursement;

     -      the plans, strategies and objectives of management for future operations;

     -      expectation of market size and market acceptance or penetration of the products and services we offer;

     -      expectations for the outcomes of our clinical trials;

     -      attracting and retaining customers;

     -      competition in our markets;

     -      productivity of our sales force;

     -      future economic conditions or performance, including seasonality;

     -      changes in patient demographics;

     -      estimated charges for compensation or otherwise; and

     -      any statements of assumptions underlying any of the foregoing.

These forward‑looking statements are only predictions, not historical facts, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward‑looking statements. The factors that could contribute to such differences include those discussed under the caption "Risk Factors." These risks include the fluctuations in our operating results and the possible inability to meet our published financial guidance; growing competition that we face; our dependence on our intellectual property; adverse results from pending litigation; our dependence on new technology; the clinical efficacy of V.A.C. therapy relative to alternative devices or therapies and the results from related clinical trials; and third-party and governmental reimbursement policies and collections for our products and those of our competitors. You should consider each of the risk factors and uncertainties under the caption "Risk Factors" among other things, in evaluating KCI's prospects and future financial performance. The occurrence of the events described in the risk factors could harm the business, results of operations and financial condition of KCI. These forward‑looking statements are made as of the date of this report. KCI disclaims any obligation to update or alter these forward‑looking statements, whether as a result of new information, future events or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KINETIC CONCEPTS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)

		June 30,	December 31,
		2006	2005
		(unaudited)
	Assets:
	Current assets:
	Cash and cash equivalents	$ 157,003	$ 123,383
	Accounts receivable, net	298,511	281,890
	Inventories, net	39,256	28,429
	Deferred income taxes	28,395	26,447
	Prepaid expenses and other current assets	23,648	16,908
		_______	_______
	Total current assets	546,813	477,057


	Net property, plant and equipment	198,063	192,243
	Debt issuance costs, less accumulated amortization of
	$14,065 at 2006 and $12,709 at 2005	6,189	7,545
	Deferred income taxes	8,382	6,895
	Goodwill	49,369	49,369
	Other non-current assets, less accumulated amortization
	of $9,515 at 2006 and $9,310 at 2005	30,804	29,002
		_______	_______
		$ 839,620	$ 762,111
		_______	_______
	Liabilities and Shareholders' Equity:
	Current liabilities:
	Accounts payable	$ 41,982	$ 43,853
	Accrued expenses and other	155,024	170,695
	Current installments of long-term debt	1,649	1,769
	Income taxes payable	35,793	18,619
		_______	_______
	Total current liabilities	234,448	234,936

	Long-term debt, net of current installments	242,696	292,726
	Deferred income taxes	26,759	30,622
	Other non-current liabilities	10,441	12,361
		_______	_______
		514,344	570,645
	Shareholders' equity:
	Common stock; authorized 225,000 at 2006 and
	2005; issued and outstanding 71,818 at 2006
	and 70,307 at 2005	72	70
	Preferred stock; authorized 50,000 at 2006 and 2005;
	issued and outstanding 0 at 2006 and 2005	-	-
	Additional paid-in capital	575,965	557,468
	Deferred compensation	-	(6,880)
	Retained deficit	(270,768)	(365,916)
	Accumulated other comprehensive income	20,007	6,724
		_______	_______
	Shareholders' equity	325,276	191,466
		_______	_______
		$ 839,620	$ 762,111
		_______	_______

	See accompanying notes to condensed consolidated financial statements.

Table of Contents

KINETIC CONCEPTS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(in thousands, except per share data)
(unaudited)

	Three months ended		Six months ended
	June 30,		June 30,
	2006	2005	2006	2005
Revenue:
Rental	$ 236,789	$ 211,049	$ 463,766	$ 406,985
Sales	93,254	83,162	185,522	167,198
	_______	_______	_______	_______
Total revenue	330,043	294,211	649,288	574,183


Rental expenses	149,101	131,141	289,518	258,252
Cost of sales	28,336	27,409	56,968	53,723
	_______	_______	_______	_______
Gross profit	152,606	135,661	302,802	262,208

Selling, general and administrative expenses	72,785	61,997	140,625	116,620
Research and development expenses	8,471	6,763	15,882	12,973
	_______	_______	_______	_______
Operating earnings	71,350	66,901	146,295	132,615

Interest income	1,145	498	2,127	1,018
Interest expense	(5,233)	(5,449)	(9,974)	(12,909)
Foreign currency loss	(645)	(1,240)	(378)	(3,258)
	_______	_______	_______	_______
Earnings before income taxes	66,617	60,710	138,070	117,466

Income taxes	19,986	20,945	42,922	40,526
	_______	_______	_______	_______
Net earnings	$ 46,631	$ 39,765	$ 95,148	$ 76,940
	_______	_______	_______	_______
Net earnings per share:
Basic	$ 0.65	$ 0.57	$ 1.34	$ 1.11
	_______	_______	_______	_______
Diluted	$ 0.63	$ 0.54	$ 1.30	$ 1.05
	_______	_______	_______	_______
Weighted average shares outstanding:
Basic	71,385	69,271	71,028	69,048
	_______	_______	_______	_______
Diluted	73,586	73,026	73,431	72,958
	_______	_______	_______	_______

See accompanying notes to condensed consolidated financial statements.

Table of Contents

KINETIC CONCEPTS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Six months ended
	June 30,
	2006	2005
Cash flows from operating activities:
Net earnings	$ 95,148	$ 76,940
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization	38,017	33,782
Provision for bad debt	5,865	8,537
Amortization of deferred gain on sale of headquarters facility	(535)	(535)
Write-off of deferred debt issuance costs	734	1,421
Share-based compensation expense	7,403	611
Tax benefit related to exercise of stock options	-	16,956
Excess tax benefit from share-based payment arrangements	(18,744)	(16,956)
Change in assets and liabilities:
Increase in accounts receivable, net	(19,812)	(11,949)
Decrease (increase) in inventories, net	(10,382)	1,398
Increase in current deferred income taxes	(1,948)	(317)
Increase in prepaid expenses and other current assets	(7,992)	(4,670)
Decrease in accounts payable	(1,587)	(4,081)
Decrease in accrued expenses and other	(15,337)	(4,401)
Increase in income taxes payable	36,958	37,390
Decrease in non-current deferred income taxes, net	(4,912)	(4,106)
	_______	_______
Net cash provided by operating activities	102,876	130,020
	_______	_______
Cash flows from investing activities:
Additions to property, plant and equipment	(33,709)	(29,961)
Increase in inventory to be converted into equipment
for short-term rental	(4,200)	(2,200)
Dispositions of property, plant and equipment	918	759
Increase in other non-current assets	(2,032)	(447)
	_______	_______
Net cash used by investing activities	(39,023)	(31,849)
	_______	_______
Cash flows from financing activities:
Repayments of long-term debt, capital lease and other obligations	(50,933)	(75,814)
Excess tax benefit from share-based payment arrangements	18,744	-
Proceeds from exercise of stock options	7,442	5,209
Purchase of immature shares for minimum tax withholdings	(11,307)	-
Proceeds from purchase of stock in ESPP and other	2,231	2,131
	_______	_______
Net cash used by financing activities	(33,823)	(68,474)
	_______	_______
Effect of exchange rate changes on cash and cash equivalents	3,590	(3,891)
	_______	_______
Net increase in cash and cash equivalents	33,620	25,806

Cash and cash equivalents, beginning of period	123,383	124,366
	_______	_______
Cash and cash equivalents, end of period	$ 157,003	$ 150,172
	_______	_______
Cash paid during the six months for:
Interest, net of cash received from interest rate swap agreements	$ 8,452	$ 10,580
Income taxes, net of refunds	$ 13,496	$ 4,910

See accompanying notes to condensed consolidated financial statements.

Table of Contents

KINETIC CONCEPTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The unaudited condensed consolidated financial statements presented herein include the accounts of Kinetic Concepts, Inc., together with its consolidated subsidiaries ("KCI"). The unaudited condensed consolidated financial statements appearing in this quarterly report on Form 10-Q should be read in conjunction with the financial statements and notes thereto included in KCI's latest Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, financial position and cash flows in conformity with U.S. generally accepted accounting principles. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our results for the interim periods presented. Certain prior period amounts have been reclassified to conform to the current period presentation. Additionally, the presentation of the prior periods' condensed consolidated statements of earnings has been revised to conform to current industry standard as follows:

KCI has historically presented licensing fees associated with our rental revenue in rental expenses and licensing fees associated with our sales revenue in selling, general and administrative (“SG&A”) expenses. Effective with the second quarter of 2006, we have reclassified licensing fees associated with our sales revenue from SG&A expenses to cost of sales for each of the periods presented in this report. This reclassification had the affect of reducing our gross profit margin for each of the quarters ended June 30, 2006 and June 30, 2005 by 2.1%, but had no effect on operating earnings or net earnings. We believe that this presentation is more consistent with current industry practice for the reporting of licensing fees and, therefore, provides more comparable financial information. The following is a tabular presentation of this change for each of the prior five quarterly periods for comparison purposes (dollars in thousands):

	Three months	Three months ended
	ended
	March 31,	March 31,	June 30,	September 30,	December 31,
	2006	2005	2005	2005	2005


Cost of sales – as previously reported	$ 21,735	$ 20,781	$ 21,337	$ 22,564	$ 24,635
Licensing fees – sales revenue	6,897	5,533	6,072	7,109	7,038
	_______	_______	_______	_______	_______
Cost of sales – revised	$ 28,632	$ 26,314	$ 27,409	$ 29,673	$ 31,673
	_______	_______	_______	_______	_______


Gross profit – as previously reported	$ 157,093	$ 132,080	$ 141,733	$ 153,624	$ 163,802
Licensing fees – sales revenue	(6,897)	(5,533)	(6,072)	(7,109)	(7,038)
	_______	_______	_______	_______	_______
Gross profit – revised	$ 150,196	$ 126,547	$ 135,661	$ 146,515	$ 156,764
	_______	_______	_______	_______	_______

Gross profit margin - revised	47.0%	45.2%	46.1%	46.9%	48.7%



Selling, general and administrative
expenses – as previously reported	$ 74,737	$ 60,156	$ 68,069	$ 73,269	$ 78,127
Licensing fees – sales revenue	(6,897)	(5,533)	(6,072)	(7,109)	(7,038)
	_______	_______	_______	_______	_______
Selling, general and administrative
expenses – revised	$ 67,840	$ 54,623	$ 61,997	$ 66,160	$ 71,089
	_______	_______	_______	_______	_______

The following is a tabular presentation of this change for each of the last five annual periods for comparison purposes (dollars in thousands):

	2005	2004	2003	2002	2001

Cost of sales – as previously reported	$ 89,317	$ 70,780	$ 64,118	$ 51,824	$ 32,952
Licensing fees – sales revenue	25,752	20,181	13,198	8,158	4,875
	_______	_______	_______	_______	_______
Cost of sales – revised	$ 115,069	$ 90,961	$ 77,316	$ 59,982	$ 37,827
	_______	_______	_______	_______	_______


Gross profit – as previously reported	$ 591,239	$ 474,091	$ 348,648	$ 255,115	$ 204,132
Licensing fees – sales revenue	(25,752)	(20,181)	(13,198)	(8,158)	(4,875)
	_______	_______	_______	_______	_______
Gross profit – revised	$ 565,487	$ 453,910	$ 335,450	$ 246,957	$ 199,257
	_______	_______	_______	_______	_______

Gross profit margin – revised	46.8%	45.7%	43.9%	42.5%	43.7%



Selling, general and administrative
expenses – as previously reported	$ 279,621	$ 232,981	$ 175,619	$ 126,947	$ 102,184
Licensing fees – sales revenue	(25,752)	(20,181)	(13,198)	(8,158)	(4,875)
	_______	_______	_______	_______	_______
Selling, general and administrative
expenses – revised	$ 253,869	$ 212,800	$ 162,421	$ 118,789	$ 97,309
	_______	_______	_______	_______	_______

(b) Share-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 Revised (“SFAS 123R”), “Share-Based Payment,” which is effective for fiscal years beginning after June 15, 2005. SFAS 123R eliminated the alternative to account for share-based compensation using the intrinsic value method prescribed under Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees,” and required such transactions be recognized, based on their fair values on the date of grant, as compensation expense in the statement of earnings, with the compensation expense recognized over the period in which an employee is required to provide service in exchange for the stock award. We adopted SFAS 123R on January 1, 2006 using the modified prospective transition method. As such, the compensation expense recognition provisions of SFAS 123R apply to new awards and to any awards modified, repurchased or cancelled after the adoption date. Additionally, for any unvested awards outstanding at the adoption date, we will recognize compensation expense over the remaining vesting period. Also, prior to the adoption of SFAS 123R, we presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the statement of cash flows, as required. In accordance with SFAS 123R, we now present the cash flows related to tax benefits resulting from the exercise of share-based payment arrangements in excess of the tax benefits recorded on compensation cost recognized for those options (excess tax benefits) as financing cash flows.

KCI has elected to use the Black-Scholes model to estimate the fair value of option grants under SFAS 123R. We believe that the use of the Black-Scholes model meets the fair value measurement objective of SFAS 123R and reflects all substantive characteristics of the instruments being valued. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive share-based compensation awards, and subsequent events will not affect the original estimates of fair value made by us under SFAS 123R.

During the second quarter and first six months of 2006, we recorded stock-based compensation expense totaling approximately $4.4 million and $7.4 million, respectively, before income taxes, or $0.04 and $0.07, respectively, per diluted share, under the provisions of SFAS 123R. Additionally, for the six months ended June 30, 2006, we recorded a $19.8 million actual tax benefit from share-based payment arrangements, of which $18.7 million is reflected as a financing cash inflow, representing the excess tax benefit from share-based payment arrangements, as required under SFAS 123R. The $18.7 million excess tax benefit would have been classified as an operating cash inflow prior to the adoption of SFAS 123R.

With the adoption of SFAS 123R, KCI estimates forfeitures when recognizing compensation cost. We will adjust our estimate of forfeitures as actual forfeitures differ from our estimates, resulting in the recognition of compensation cost only for those awards that actually vest. Prior to the adoption of SFAS 123R, we recorded forfeitures of stock-based compensation awards as they occurred. As a result of this change, we recorded a cumulative effect of a change in accounting principle of approximately $114,000 as a reduction in share-based compensation expense in our condensed consolidated statement of earnings in the first quarter of 2006.

The weighted-average estimated fair value of stock options granted during both the three and six-month periods ended June 30, 2006 was $18.72 per share using the Black-Scholes model with the following weighted average assumptions (annualized percentages):

	Three months ended	Six months ended
	June 30, 2006	June 30, 2006
Expected stock volatility	37.9%	37.9%
Expected dividend yield	-	-
Risk-free interest rate	4.8%	4.8%
Expected life (years)	6.2	6.2

The expected stock volatility is based primarily on historical volatilities of similar entities. The expected dividend yield is 0% as we have historically not paid cash dividends on our common stock. The risk-free interest rates for periods within the contractual life of the option are based on the U.S. Treasury yield curve in effect at the time of grant. We have chosen to estimate expected life using the simplified method as defined in Staff Accounting Bulletin 107, rather than using our own historical expected life as there has not been sufficient history since we completed our initial public offering to allow us to better estimate this variable.

Share-based compensation expense was recognized in the condensed consolidated statements of earnings for the three and six months ended June 30, 2006 as follows (dollars in thousands):

	Three months ended	Six months ended
	June 30, 2006	June 30, 2006
Rental expenses	$ 1,151	$ 1,958
Cost of sales	137	236
Selling, general and administrative expenses	3,117	5,209
Pre-tax share-based compensation expense	4,405	7,403
Less: Income tax benefits	(1,270)	(2,080)
	______	______
Total share-based compensation
expense, net of tax	$ 3,135	$ 5,323
	______	______

Prior to 2006, as permitted by SFAS No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation,” we used the intrinsic value method prescribed under APB 25 to account for our stock compensation plans. For the three and six months ended June 30, 2005, the impact of adopting SFAS 123R approximates the SFAS 123 disclosure of pro-forma net earnings and net earnings per share as follows (dollars in thousands, except per share data):

	Three months ended	Six months ended
	June 30, 2005	June 30, 2005

Net earnings, as reported	$ 39,765	$ 76,940
	_______	_______
Pro forma net earnings:
Net earnings, as reported	$ 39,765	$ 76,940
Compensation expense under intrinsic method	352	400
Compensation expense under fair value method	(1,706)	(2,715)
	______	______
Pro forma net earnings	$ 38,411	$ 74,625
	_______	_______
Net earnings per share, as reported:
Basic	$ 0.57	$ 1.11
Diluted	$ 0.54	$ 1.05

Pro forma net earnings per share:
Basic	$ 0.55	$ 1.08
Diluted	$ 0.53	$ 1.02

(c) Income Taxes

We compute our quarterly effective income tax rate based on our annual estimated effective income tax rate plus the impact of any discrete items that occur in the quarter. During the second quarter of 2006, our effective rate is lower than our statutory rate due to the impact of earnings in lower-tax foreign jurisdictions. In addition, during the second quarter, the resolution of certain foreign tax contingencies resulted in the recognition of additional tax benefit.

(d) Other Recently Adopted Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151 (“SFAS 151”), “Inventory Costs,” which is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. This pronouncement amended the guidance in Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) and requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. We adopted SFAS 151 as of January 1, 2006 and the adoption of this statement did not have a material impact on our results of operations or our financial position.

In May 2005, the FASB issued SFAS No. 154 (“SFAS 154”), “Accounting Changes and Error Corrections,” a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. This statement provides guidance on the accounting for and reporting of accounting changes and error corrections and establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle. SFAS 154 also provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed by this Statement. We adopted SFAS 154 as of January 1, 2006 and the adoption of this statement did not have a material impact on our results of operations or our financial position.

(e) Recently Issued Accounting Pronouncement

In July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition and is effective for fiscal years beginning after December 15, 2006. We are currently evaluating the impact of this standard on our results of operations and our financial position.

(f) Other Significant Accounting Policies

For further information on our significant accounting policies, see Note 1 of the Notes to the Consolidated Financial Statements included in KCI's Annual Report on Form 10-K for the year ended December 31, 2005.

(2) SUPPLEMENTAL BALANCE SHEET DATA

Accounts receivable consist of the following (dollars in thousands):

	June 30,		December 31,
		2006		2005
Gross trade accounts receivable:
USA:
Acute and extended care organizations		$ 91,359		$ 94,438
Medicare / Medicaid		69,144		62,728
Managed care, insurance and other		135,107		122,242
		_______		_______
USA - Trade accounts receivable		295,610		279,408

International		92,977		79,040

Less: Allowance for revenue adjustments		(84,603)		(69,216)
		_______		_______
Gross trade accounts receivable		303,984		289,232

Less: Allowance for bad debt		(9,270)		(9,514)
		_______		_______
Net trade accounts receivable		294,714		279,718

Employee and other receivables		3,797		2,172
		_______		_______
		$ 298,511		$ 281,890
		_______		_______

Accounts receivable consist of amounts due directly from acute and extended care organizations, third‑party payers ("TPP"), both governmental and non-governmental, and patient pay accounts. Included within the TPP accounts receivable balances are amounts that have been or will be billed to patients once the primary payer portion of the claim has been settled by the third‑party payer.

The TPP reimbursement process requires extensive documentation which has had the effect of slowing both the billing and cash collection cycles relative to the rest of the business, and therefore, increasing total accounts receivable.

We utilize a combination of factors in evaluating the collectibility of our accounts receivable. For unbilled receivables, we establish reserves against revenue to allow for denied or uncollectible items. In addition, items that remain unbilled for more than a specified period of time, or beyond an established billing window, are reserved against revenue. For billed receivables, we generally establish reserves against revenue and bad debt based on a combination of factors including historic adjustment rates for credit memos and cancelled transactions, historical collection experience and the length of time that the receivables have been outstanding. The reserve rates vary by payer group. In addition, we have recorded specific reserves for bad debt when we become aware of a customer's inability or refusal to satisfy its debt obligations, such as in the event of a bankruptcy filing. If circumstances change, such as higher than expected claims denials, payment defaults or an unexpected material adverse change in a major customer's or payer's ability to meet its obligations, our estimates of the realizability of amounts due from trade receivables could be reduced by a material amount. During the first half of 2006, our analysis indicated that our current estimates of net cash realization on older outstanding homecare claims is lower than originally estimated. As a result, we increased our estimate of required reserves and recorded an adjustment of approximately $4.1 million in the second quarter of 2006.

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). Inventories consist of the following (dollars in thousands):

	June 30,	December 31,
	2006	2005

Finished goods	$ 15,402	$ 5,519
Work in process	3,064	2,705
Raw materials, supplies and parts	37,289	31,878
	______	______
	55,755	40,102

Less: Amounts expected to be converted
into equipment for short-term rental	(11,000)	(6,800)
Reserve for excess and obsolete inventory	(5,499)	(4,873)
	______	______
	$ 39,256	$ 28,429
	______	______

The finished goods inventory balance as of June 30, 2006 includes approximately $9.5 million of V.A.C. disposables inventory. This inventory was purchased in the second quarter of 2006 to take advantage of a volume purchase discount offered by the supplier.

(3) LONG-TERM OBLIGATIONS

During the second quarter of 2006, we reduced our senior credit facility by approximately $50.0 million and wrote off approximately $730,000 of capitalized debt issuance costs. As of June 30, 2006, we had approximately $159.9 million in debt outstanding under our senior credit facility and $244.3 million in total debt outstanding.

(4) EARNINGS PER SHARE

Net earnings per share were calculated using the weighted average number of shares outstanding. The following table sets forth the reconciliation from basic to diluted weighted average shares outstanding and the calculations of net earnings per share (amounts in thousands, except per share data):

	Three months ended		Six months ended
	June 30,		June 30,
	2006	2005	2006	2005

Net earnings	$ 46,631	$ 39,765	$ 95,148	$ 76,940
	______	______	______	______
Weighted average shares outstanding:
Basic	71,385	69,271	71,028	69,048
Dilutive potential common shares from stock options
and restricted stock (1)	2,201	3,755	2,403	3,910
	______	______	______	______
Diluted	73,586	73,026	73,431	72,958
	______	______	______	______

Basic net earnings per share	$ 0.65	$ 0.57	$ 1.34	$ 1.11
	______	______	______	______

Diluted net earnings per share	$ 0.63	$ 0.54	$ 1.30	$ 1.05
	______	______	______	______

(1) Potentially dilutive stock options and restricted stock totaling 2,409 shares and 585 shares for the three months ended June
30, 2006 and 2005, respectively, and 2,451 shares and 558 shares for the six months ended June 30, 2006 and 2005, respectively,
were excluded from the computation of diluted weighted average shares outstanding due to their antidilutive effect.

(5) STOCK OPTION PLANS

In December 1997, the Board of Directors approved the 1997 Management Equity Plan (the “Management Equity Plan”). In January of 2004, the Board of Directors determined that no new equity grants would be made under the Management Equity Plan. The maximum aggregate number of shares of common stock that could be issued in connection with grants under the Management Equity Plan, as amended, was approximately 13.9 million shares, subject to adjustment as provided for in the plan. Outstanding grants under the Management Equity Plan are administered by the Compensation Committee of the Board of Directors. The exercise price and term of options granted under the Management Equity Plan have been determined by the Compensation Committee or the entire Board of Directors. However, in no event has the term of any option granted under the Management Equity Plan exceeded ten years.

The 2003 Non-Employee Directors Stock Plan (the "Directors Stock Plan") became effective on May 28, 2003, and was amended and restated on November 9, 2004 and November 15, 2005. Prior to January 1, 2005, the Directors Stock Plan provided for automatic grants to our non-employee directors of (a) options to purchase shares of common stock, (b) restricted stock that is subject to vesting requirements and (c) unrestricted stock that is not subject to vesting requirements. As a result of amendments to the plan, grants of unrestricted stock awards have been eliminated. The maximum aggregate number of shares of common stock that may be issued in connection with grants under the Directors Stock Plan is 400,000 shares, subject to adjustment as provided for in the plan. The exercise price of options granted under this plan is determined as the fair market value of the shares of our common stock, which is equal to the closing price of our common stock on the date that such option is granted. The options granted will vest and become exercisable incrementally over a period of three years. The right to exercise an option terminates seven years after the grant date, unless sooner as provided for in the Directors Stock Plan. The Compensation Committee of the Board of Directors administers the Directors Stock Plan. During the first six months of 2006 and 2005, we granted approximately 41,000 and 36,000 options, respectively, to purchase shares of common stock and issued approximately 14,000 and 8,000 shares of restricted stock, respectively, under this plan.

On February 9, 2004, KCI’s shareholders approved the 2004 Equity Plan (“Equity Plan”) and the 2004 Employee Stock Purchase Plan ("ESPP"). The Equity Plan was effective on February 27, 2004 and reserves for issuance a maximum of 7,000,000 shares of common stock to be awarded as stock options, stock appreciation rights, restricted stock and/or restricted stock units. Of the 7,000,000 shares, 20% may be issued in the form of restricted stock, restricted stock units or a combination of the two. The exercise price of options granted under the Equity Plan is equal to KCI’s closing stock price on the date that such option is granted. The options granted will vest and become exercisable incrementally over a period of four years unless otherwise provided in the option award agreement. The right to exercise an option terminates ten years after the grant date, unless sooner as provided for in the plan. Restricted stock and restricted stock units granted under the Equity Plan vest over a period of three to six years, although certain grants cliff-vest after six years, but may contain provisions that allow for accelerated vesting over a shorter term if certain performance criteria are met. The fair value of the restricted stock and restricted stock units is determined on the grant date based on KCI’s closing stock price. The likelihood of meeting the performance criteria is considered when determining the vesting period on a periodic basis. Restricted stock and restricted stock units granted are classified primarily as equity awards.

During the first six months of 2006 and 2005, we granted approximately 810,000 and 485,000 options, respectively, to purchase shares of common stock under the Equity Plan. Additionally, during the first six months of 2006 and 2005, we issued approximately 218,000 and 83,000 shares of restricted stock and restricted stock units, respectively, under the Equity Plan at a weighted average estimated fair value of $41.17 and $59.62, respectively.

The 2006 restricted stock grants include 50,000 shares of restricted stock (“Awards”) granted to KCI’s President and Chief Executive Officer on April 1, 2006. The lapsing of restrictions for this Award are based on performance milestones set forth by the Compensation Committee of the Board of Directors. These terms and milestones relate to required levels of shareholder return, long-term succession planning and successor selection. In the event the designated milestones are realized, vesting of certain Awards may continue beyond termination of employment. The compensation cost associated with these Awards is being recognized over the estimated performance period for all restrictions probable of lapsing.

The ESPP became effective in the second quarter of 2004. The maximum number of shares of common stock reserved for issuance under the ESPP is 2,500,000 shares. Under the ESPP, each eligible employee is permitted to purchase shares of our common stock through regular payroll deductions in an amount between 1% and 10% of the employee's compensation for each payroll period, not to exceed $25,000 per year. The ESPP provides for six‑month offering periods. Each six‑month offering period will be composed of an identical six‑month purchase period. Participating employees are able to purchase shares of common stock with payroll deductions at a purchase price equal to 85% of the fair market value of the common stock at either the beginning of each offering period or the end of each respective purchase period, whichever price is lower. During the first six months of 2006 and 2005, there were approximately 67,000 shares and 45,000 shares purchased, respectively, of common stock under the ESPP.

The following table summarizes the number of common shares reserved for future issuance under our stock option plans as of June 30, 2006:

2003 Non-Employee Directors Stock Plan	189,478
2004 Equity Plan	4,330,813
2004 Employee Stock Purchase Plan	2,283,880

	6,804,171
	________

A summary of our stock option activity, and related information, for the six months ended June 30, 2006 is set forth in the table below:

	2006
			Weighted
			Average
		Weighted	Remaining	Aggregate
		Average	Contractual	Intrinsic
	Options	Exercise	Term	Value
	(in thousands)	Price	(years)	(in thousands)
Options outstanding -
beginning of year	6,862	$ 15.76
Granted	851	$ 40.98
Exercised	(1,555)	$ 4.96
Forfeited/expired	(69)	$ 47.55
	_____
Options outstanding – June 30, 2006	6,089	$ 21.68	4.51	$ 146,763
	_____

Exercisable as of June 30, 2006	3,826	$ 10.96	2.48	$ 129,353
	_____

The intrinsic value for stock options is defined as the difference between the current market value and the grant price. During the first six months of 2006, the total intrinsic value of stock options exercised was $52.4 million. Cash received from stock options exercised during the first six months of 2006 was $7.4 million and the actual tax benefit from share-based payment arrangements totaled $19.8 million. The weighted-average estimated fair value of stock options granted during the six months ended June 30, 2006 was $18.72.

As of June 30, 2006, there was $33.4 million of total unrecognized compensation cost related to non-vested stock options granted under our various plans. This unrecognized compensation cost is expected to be recognized over a weighted average period of 3.0 years.

The following table summarizes restricted stock activity for the six months ended June 30, 2006:

	Number of	Weighted
	Shares	Average Grant
	(in thousands)	Date Fair Value
Unvested shares – January 1, 2006	193	$ 47.53
Granted	233	$ 41.06
Vested and distributed	(25)	$ 10.00
Forfeited	(6)	$ 49.34
	___
Unvested shares – June 30, 2006	395	$ 46.07
	___

During the first quarter of 2006, we reclassified $6.9 million related to unvested restricted stock from deferred compensation to additional paid-in capital as a result of the adoption of SFAS 123R. As of June 30, 2006, there was $14.4 million of total unrecognized compensation cost related to non-vested restricted stock granted under our plans. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.9 years.

KCI has a policy of issuing new shares to satisfy stock option exercises and restricted stock award issuances.

The following chart gives aggregate information regarding grants under all of our equity compensation plans through December 31, 2005:

			Number of securities
			remaining available for
			future issuance under
	Number of securities	Weighted-average	equity compensation plans
	to be issued upon exercise	exercise price of	(excluding securities
Plan Category	of outstanding options	outstanding options	reflected in column (a))
	(a)	(b)	(c)

Equity compensation plans
approved by security holders	6,862,389	$ 15.76	7,879,146 (1)

Equity compensation plans not
approved by security holders	-	-	-
	________	______	_________
Total	6,862,389	$ 15.76	7,879,146
	________	______	_________

(1) This amount includes 244,378 shares available for future issuance under the Directors Stock Plan and 5,283,821 shares available for future
issuance under the Equity Plan, both of which provide for grants of restricted stock, options and other awards. This amount also includes
2,350,947 shares available for future issuance under the ESPP, which makes stock available for purchase by employees at specified times.

(6) OTHER COMPREHENSIVE INCOME

KCI follows SFAS No. 130, "Reporting Comprehensive Income," in accounting for comprehensive income and its components. Comprehensive income for the quarter ended June 30, 2006 and 2005 was $57.0 million and $31.0 million, respectively, and for the six months ended June 30, 2006 and 2005 was $108.4 million and $63.6 million, respectively. The most significant adjustment to net earnings to arrive at comprehensive income consisted of a foreign currency translation adjustment gain of $10.8 million and $14.1 million for the three-month and six-month periods ended June 30, 2006, respectively. For the three-month and six-month periods ended June 30, 2005, the foreign currency translation adjustment loss was $8.2 million and $13.5 million, respectively.

(7) COMMITMENTS AND CONTINGENCIES

In 2003, KCI and its affiliates, together with Wake Forest University Health Sciences, filed a patent infringement lawsuit against BlueSky Medical Group, Inc., Medela, Inc., Medela AG (collectively, "Medela") and Patient Care Systems, Inc. (“PCS”) in the United States District Court for the Western District of Texas, San Antonio Division alleging infringement of three V.A.C. patents and related claims arising from the manufacturing and marketing of a pump and dressing kits by BlueSky. On August 3, 2006, the jury found that the Wake Forest patents involved in the litigation were valid and enforceable. The jury also found that the patent claims involved in the case were not infringed by the Versatile 1 system marketed by BlueSky. KCI intends to challenge the findings of non-infringement before the trial court and on appeal, and there are likely to be significant post-verdict motions and hearings. The defendants in the case may also challenge the jury’s findings of patent validity. As a result of post-trial challenges and appeals, the verdict could be modified, set aside or reversed. If the jury verdict stands or if the findings of validity are reversed, our share of the wound-care market for V.A.C. systems could be significantly reduced due to increased competition, and reimbursement of V.A.C. systems could decline significantly, either of which would materially and adversely affect our financial condition and operating results. We derived $379.5 million in revenue, or approximately 58% of total revenue, for the six months ended June 30, 2006 and $706.0 million in revenue, or 58% of total revenue, for the year ended December 31, 2005 from our domestic V.A.C. products relating to the patents at issue.

We are party to several additional lawsuits arising in the ordinary course of our business. Additionally, the manufacturing and marketing of medical products necessarily entails an inherent risk of product liability claims.

As of June 30, 2006, our commitments for the purchase of new product inventory, including approximately $8.6 million of disposable products from Avail Medical Products, Inc., were $20.9 million. Other than commitments for new product inventory, we have no material long-term purchase commitments.

(8) SUBSEQUENT EVENT

On August 2, 2006, we purchased $16.3 million of our 7³/₈% Senior Subordinated Notes due 2013 at a market price of $16.8 million. In connection with the purchase, we wrote off approximately $530,000 of capitalized debt issuance costs. As of that date, the remaining outstanding balance on our senior subordinated notes was $68.1 million and total debt outstanding was $228.0 million.

On August 3, 2006, the U.S. District Court jury found that the Wake Forest patents involved in our litigation against BlueSky Medical Group Inc. and Medela AG were valid and enforceable. The jury also found that the patent claims involved in the case were not infringed by the Versatile 1 system marketed by BlueSky. KCI intends to challenge the findings of non-infringement before the trial court and on appeal, and there are likely to be significant post-verdict motions and hearings. The defendants in the case may also challenge the jury’s findings of patent validity. As a result of post-trial challenges and appeals, the verdict could be modified, set aside or reversed. If the jury verdict stands or if the findings of validity are reversed, our share of the wound-care market for V.A.C. systems could be significantly reduced due to increased competition, and reimbursement of V.A.C. systems could decline significantly, either of which would materially and adversely affect our financial condition and operating results.

(9) SEGMENT AND GEOGRAPHIC INFORMATION

We are principally engaged in the rental and sale of advanced wound care systems and therapeutic systems and surfaces throughout the United States and in 17 primary countries internationally. Revenues are attributed to individual countries based on the location of the customer.

We define our business segments based on geographic management responsibility. We have two reportable segments: USA, which includes operations in the United States, and International, which includes operations for all international countries. We have two primary product lines: V.A.C. and Therapeutic Surfaces/Other. Revenues for each of our product lines are disclosed for our operating segments. Other than revenue, no discrete financial information is available for our product lines. Our product lines are marketed and serviced by the same infrastructure and, as such, we do not manage our business by product line, but rather by geographical segments. We measure segment profit as operating earnings, which is defined as income before interest income, interest expense, foreign currency gains and losses, and income taxes. All intercompany transactions are eliminated in computing revenue and operating earnings.

Information on segments and a reconciliation of consolidated totals are as follows (dollars in thousands):

	Three months ended		Six months ended
	June 30,		June 30,
	2006	2005	2006	2005
Revenue:
USA
V.A.C.	$ 193,411	$ 172,014	$ 379,498	$ 323,577
Therapeutic surfaces/other	45,232	44,566	91,795	90,528
	_______	_______	_______	_______
Subtotal - USA	238,643	216,580	471,293	414,105

International
V.A.C.	62,724	48,896	119,591	94,835
Therapeutic surfaces/other	28,676	28,735	58,404	65,243
	_______	_______	_______	_______
Subtotal - International	91,400	77,631	177,995	160,078
	_______	_______	_______	_______
	$ 330,043	$ 294,211	$ 649,288	$ 574,183
	______	______	______	______

Operating earnings:
USA	$ 94,288	$ 80,788	$ 186,091	$ 149,886
International	10,629	10,345	23,119	25,557

Other (1):
Executive	(6,515)	(5,095)	(12,429)	(6,204)
Finance	(10,285)	(9,097)	(20,163)	(17,418)
Manufacturing/Engineering	(2,907)	(1,110)	(5,261)	(1,895)
Administration	(13,860)	(8,930)	(25,062)	(17,311)
	_______	_______	_______	_______
Total other	(33,567)	(24,232)	(62,915)	(42,828)
	_______	_______	_______	_______
	$ 71,350	$ 66,901	$ 146,295	$ 132,615
	______	______	______	______

(1) Other includes general headquarter expenses which are not allocated to the individual segments and are
included in selling, general and administrative expenses within our condensed consolidated statements of
earnings.

(10) GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

On August 11, 2003, we issued and sold an aggregate of $205.0 million principal amount of 7³/₈% Senior Subordinated Notes due 2013. Of this amount, $84.4 million of the notes remained outstanding as of June 30, 2006.

The notes are fully and unconditionally guaranteed, jointly and severally, by each of KCI's direct and indirect 100% owned subsidiaries, other than any entity that is a controlled foreign corporation within the definition of Section 957 of the Internal Revenue Code or a holding company whose only assets are investments in a controlled foreign corporation. Each of these subsidiaries is a restricted subsidiary, as defined in the indenture governing the notes.

The following tables present the condensed consolidating balance sheets of KCI as a parent company, our guarantor subsidiaries and our non-guarantor subsidiaries as of June 30, 2006 and December 31, 2005 and the related condensed consolidating statements of earnings for the three and six-month periods ended June 30, 2006 and 2005, and the condensed consolidating statements of cash flows for the six-month periods ended June 30, 2006 and 2005.

Condensed Consolidating Parent Company,
Guarantor and Non-Guarantor Balance Sheet
June 30, 2006
(in thousands)
(unaudited)

	Kinetic
	Concepts,			Reclassi-	Kinetic
	Inc.		Non-	fications	Concepts,
	Parent	Guarantor	Guarantor	and	Inc.
	Company	Sub-	Sub-	elimi-	and Sub-
Assets:	Borrower	sidiaries	sidiaries	nations	sidiaries
Current assets:
Cash and cash equivalents	$ -	$ 96,291	$ 60,712	$ -	$ 157,003
Accounts receivable, net	-	209,782	91,286	(2,557)	298,511
Inventories, net	-	23,405	15,851	-	39,256
Deferred income taxes	-	28,395	-	-	28,395
Prepaid expenses and other current assets	-	13,895	9,753	-	23,648
	_______	________	_______	_______	_______
Total current assets	-	371,768	177,602	(2,557)	546,813

Net property, plant and equipment	-	135,748	72,409	(10,094)	198,063
Debt issuance costs, net	-	6,189	-	-	6,189
Deferred income taxes	-	-	8,382	-	8,382
Goodwill	-	39,779	9,590	-	49,369
Other non-current assets, net	-	30,069	8,324	(7,589)	30,804
Intercompany investments and advances	325,292	472,366	66,965	(864,623)	-
	_______	________	_______	_______	_______
	$ 325,292	$1,055,919	$ 343,272	$ (884,863)	$ 839,620
	______	_______	______	______	______
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable	$ -	$ 30,689	$ 11,293	$ -	$ 41,982
Accrued expenses and other	14	108,771	46,239	-	155,024
Current installments of long-term debt	-	1,649	-	-	1,649
Intercompany payables	-	-	54,317	(54,317)	-
Income taxes payable	-	34,826	967	-	35,793
	_______	________	_______	_______	_______
Total current liabilities	14	175,935	112,816	(54,317)	234,448

Long-term debt, net of current installments	-	242,696	-	-	242,696
Intercompany payables, non-current	-	(27,560)	27,560	-	-
Deferred income taxes	-	26,759	-	-	26,759
Other non-current liabilities	-	17,601	429	(7,589)	10,441
	_______	________	_______	_______	_______
	14	435,431	140,805	(61,906)	514,344
Shareholders' equity	325,278	620,488	202,467	(822,957)	325,276
	_______	________	_______	_______	_______
	$ 325,292	$1,055,919	$ 343,272	$ (884,863)	$ 839,620
	______	_______	______	______	______

See accompanying notes to condensed consolidated financial statements.

	Condensed Consolidating Parent Company,
	Guarantor and Non-Guarantor Balance Sheet
	December 31, 2005
	(in thousands)

		Kinetic
		Concepts,			Reclassi-	Kinetic
		Inc.		Non-	fications	Concepts,
		Parent	Guarantor	Guarantor	and	Inc.
		Company	Sub-	Sub-	elimi-	and Sub-
		Borrower	sidiaries	sidiaries	nations	sidiaries
	Assets:
	Current assets:
	Cash and cash equivalents	$ -	$ 72,475	$ 50,908	$ -	$ 123,383
	Accounts receivable, net	-	205,089	77,822	(1,021)	281,890
	Inventories, net	-	15,336	13,093	-	28,429
	Deferred income taxes	-	26,447	-	-	26,447
	Prepaid expenses and other current assets	-	10,895	8,393	(2,380)	16,908
		_______	________	_______	_______	_______
	Total current assets	-	330,242	150,216	(3,401)	477,057

	Net property, plant and equipment	-	138,272	64,065	(10,094)	192,243
	Debt issuance costs, net	-	7,545	-	-	7,545
	Deferred income taxes	-	-	6,895	-	6,895
	Goodwill	-	39,779	9,590	-	49,369
	Other non-current assets, net	-	28,471	5,606	(5,075)	29,002
	Intercompany investments and advances	191,480	470,604	47,883	(709,967)	-
		_______	________	_______	_______	_______
		$ 191,480	$ 1,014,913	$ 284,255	$ (728,537)	$ 762,111
		______	_______	______	______	______
	Liabilities and Shareholders' Equity:
	Current liabilities:
	Accounts payable	$ -	$ 29,960	$ 13,893	$ -	$ 43,853
	Accrued expenses and other	14	126,672	44,009	-	170,695
	Current installments of long-term debt	-	1,769	-	-	1,769
	Intercompany payables	-	-	29,268	(29,268)	-
	Income taxes payable	-	20,999	-	(2,380)	18,619
		_______	________	_______	_______	_______
	Total current liabilities	14	179,400	87,170	(31,648)	234,936

	Long-term debt, net of current installments	-	292,726	-	-	292,726
	Intercompany payables, non-current	-	(25,509)	25,509	-	-
	Deferred income taxes	-	30,622	-	-	30,622
	Other non-current liabilities	-	16,438	998	(5,075)	12,361
		_______	________	_______	_______	_______
		14	493,677	113,677	(36,723)	570,645
	Shareholders' equity	191,466	521,236	170,578	(691,814)	191,466
		_______	________	_______	_______	_______
		$ 191,480	$ 1,014,913	$ 284,255	$ (728,537)	$ 762,111
		______	_______	______	______	______

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidating Parent Company,
Guarantor and Non-Guarantor Statement of Earnings
For the three months ended June 30, 2006
(in thousands)
(unaudited)

	Kinetic
	Concepts,			Reclassi-	Kinetic
	Inc.		Non-	fications	Concepts,
	Parent	Guarantor	Guarantor	and	Inc.
	Company	Sub-	Sub-	elimi-	and Sub-
	Borrower	sidiaries	sidiaries	nations	sidiaries
Revenue:
Rental	$ -	$ 182,272	$ 54,517	$ -	$ 236,789
Sales and other	-	61,738	36,106	(4,590)	93,254
	_______	_______	______	_______	_______
Total revenue	-	244,010	90,623	(4,590)	330,043

Rental expenses	-	91,958	57,143	-	149,101
Cost of sales	-	18,836	9,512	(12)	28,336
	_______	_______	______	_______	_______
Gross profit	-	133,216	23,968	(4,578)	152,606

Selling, general and administrative
expenses	-	55,668	16,527	590	72,785
Research and development expenses	-	7,281	1,190	-	8,471
	_______	_______	______	_______	_______
Operating earnings	-	70,267	6,251	(5,168)	71,350

Interest income	-	1,373	212	(440)	1,145
Interest expense	-	(5,254)	(419)	440	(5,233)
Foreign currency loss	-	(268)	(377)	-	(645)
	_______	_______	______	_______	_______
Earnings before income taxes and
equity in earnings of subsidiaries	-	66,118	5,667	(5,168)	66,617

Income taxes	-	20,506	1,078	(1,598)	19,986
	_______	_______	______	_______	_______
Earnings before equity in
earnings of subsidiaries	-	45,612	4,589	(3,570)	46,631
Equity in earnings of subsidiaries	46,631	4,590	-	(51,221)	-
	_______	_______	______	_______	_______
Net earnings	$ 46,631	$ 50,202	$ 4,589	$ (54,791)	$ 46,631
	______	______	_____	______	______

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidating Parent Company,
Guarantor and Non-Guarantor Statement of Earnings
For the three months ended June 30, 2005
(in thousands)
(unaudited)

	Kinetic
	Concepts,			Reclassi-	Kinetic
	Inc.		Non-	fications	Concepts,
	Parent	Guarantor	Guarantor	and	Inc.
	Company	Sub-	Sub-	elimi-	and Sub-
	Borrower	sidiaries	sidiaries	nations	sidiaries
Revenue:
Rental	$ -	$ 164,514	$ 46,535	$ -	$ 211,049
Sales and other	-	53,672	31,309	(1,819)	83,162
	______	_______	______	_______	_______
Total revenue	-	218,186	77,844	(1,819)	294,211

Rental expenses	-	84,536	46,605	-	131,141
Cost of sales	-	20,595	8,192	(1,378)	27,409
	______	_______	______	_______	_______
Gross profit	-	113,055	23,047	(441)	135,661

Selling, general and administrative
expenses	-	51,516	11,220	(739)	61,997
Research and development expenses	-	5,603	1,160	-	6,763
	______	_______	______	_______	_______
Operating earnings	-	55,936	10,667	298	66,901

Interest income	-	420	(268)	346	498
Interest expense	-	(5,038)	(65)	(346)	(5,449)
Foreign currency loss	-	-	(1,240)	-	(1,240)
	______	_______	______	_______	_______
Earnings before income taxes and
equity in earnings of subsidiaries	-	51,318	9,094	298	60,710

Income taxes	-	19,538	1,304	103	20,945
	______	_______	______	_______	_______
Earnings before equity in
earnings of subsidiaries	-	31,780	7,790	195	39,765
Equity in earnings of subsidiaries	39,765	7,790	-	(47,555)	-
	______	_______	______	_______	_______
Net earnings	$ 39,765	$ 39,570	$ 7,790	$ (47,360)	$ 39,765
	_____	______	_____	______	______

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidating Parent Company,
Guarantor and Non-Guarantor Statement of Earnings
For the six months ended June 30, 2006
(in thousands)
(unaudited)

	Kinetic
	Concepts,			Reclassi-	Kinetic
	Inc.		Non-	fications	Concepts,
	Parent	Guarantor	Guarantor	and	Inc.
	Company	Sub-	Sub-	elimi-	and Sub-
	Borrower	sidiaries	sidiaries	nations	sidiaries
Revenue:
Rental	$ -	$ 359,946	$ 103,820	$ -	$ 463,766
Sales and other	-	121,048	77,128	(12,654)	185,522
	_______	_______	_______	_______	_______
Total revenue	-	480,994	180,948	(12,654)	649,288

Rental expenses	-	181,659	107,859	-	289,518
Cost of sales	-	41,530	19,502	(4,064)	56,968
	_______	_______	_______	_______	_______
Gross profit	-	257,805	53,587	(8,590)	302,802

Selling, general and administrative
expenses	-	114,531	28,726	(2,632)	140,625
Research and development expenses	-	13,409	2,473	-	15,882
	_______	_______	_______	_______	_______
Operating earnings	-	129,865	22,388	(5,958)	146,295

Interest income	-	2,179	388	(440)	2,127
Interest expense	-	(9,872)	(542)	440	(9,974)
Foreign currency loss	-	(120)	(258)	-	(378)
	_______	_______	_______	_______	_______
Earnings before income taxes and
equity in earnings of subsidiaries	-	122,052	21,976	(5,958)	138,070

Income taxes	-	41,618	3,156	(1,852)	42,922
	_______	_______	_______	_______	_______
Earnings before equity in
earnings of subsidiaries	-	80,434	18,820	(4,106)	95,148
Equity in earnings of subsidiaries	95,148	18,820	-	(113,968)	-
	_______	_______	_______	_______	_______
Net earnings	$ 95,148	$ 99,254	$ 18,820	$ (118,074)	$ 95,148
	______	______	______	______	______

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidating Parent Company,
Guarantor and Non-Guarantor Statement of Earnings
For the six months ended June 30, 2005
(in thousands)
(unaudited)

	Kinetic
	Concepts,			Reclassi-	Kinetic
	Inc.		Non-	fications	Concepts,
	Parent	Guarantor	Guarantor	and	Inc.
	Company	Sub-	Sub-	elimi-	and Sub-
	Borrower	sidiaries	sidiaries	nations	sidiaries
Revenue:
Rental	$ -	$ 315,154	$ 91,831	$ -	$ 406,985
Sales and other	-	112,897	68,822	(14,521)	167,198
	_______	_______	_______	_______	_______
Total revenue	-	428,051	160,653	(14,521)	574,183

Rental expenses	-	165,099	93,153	-	258,252
Cost of sales	-	40,097	18,002	(4,376)	53,723
	_______	_______	_______	_______	_______
Gross profit	-	222,855	49,498	(10,145)	262,208

Selling, general and administrative
expenses	-	95,968	23,665	(3,013)	116,620
Research and development expenses	-	10,833	2,140	-	12,973
	_______	_______	_______	_______	_______
Operating earnings	-	116,054	23,693	(7,132)	132,615

Interest income	-	875	227	(84)	1,018
Interest expense	-	(12,887)	(106)	84	(12,909)
Foreign currency loss	-	-	(3,258)	-	(3,258)
	_______	_______	_______	_______	_______
Earnings before income taxes and
equity in earnings of subsidiaries	-	104,042	20,556	(7,132)	117,466

Income taxes	-	39,952	3,034	(2,460)	40,526
	_______	_______	_______	_______	_______
Earnings before equity in
earnings of subsidiaries	-	64,090	17,522	(4,672)	76,940
Equity in earnings of subsidiaries	76,940	17,522	-	(94,462)	-
	_______	_______	_______	_______	_______
Net earnings	$ 76,940	$ 81,612	$ 17,522	$ (99,134)	$ 76,940
	______	______	______	______	______

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidating Parent Company,
Guarantor and Non-Guarantor Statement of Cash Flows
For the six months ended June 30, 2006
(in thousands)
(unaudited)

	Kinetic
	Concepts,			Reclassi-	Kinetic
	Inc.		Non-	fications	Concepts,
	Parent	Guarantor	Guarantor	and	Inc.
	Company	Sub-	Sub-	elimi-	and Sub-
	Borrower	sidiaries	sidiaries	nations	sidiaries
Cash flows from operating activities:
Net earnings	$ 95,148	$ 99,254	$ 18,820	$ (118,074)	$ 95,148
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities	(106,489)	5,458	(6,747)	115,506	7,728
	_______	_______	_______	_______	_______
Net cash provided (used) by
operating activities	(11,341)	104,712	12,073	(2,568)	102,876
	_______	_______	_______	_______	_______
Cash flows from investing activities:
Additions to property, plant and equipment	-	(19,872)	(13,837)	-	(33,709)
Increase in inventory to be converted into
equipment for short-term rental	-	(4,200)	-	-	(4,200)
Dispositions of property, plant and
equipment	-	380	538	-	918
Increase in other non-current assets	-	(1,812)	(2,734)	2,514	(2,032)
	_______	_______	_______	_______	_______
Net cash used by investing activities	-	(25,504)	(16,033)	2,514	(39,023)
	_______	_______	_______	_______	_______
Cash flows from financing activities:
Repayments of long-term debt, capital lease
and other obligations	-	(50,150)	(783)	-	(50,933)
Excess tax benefit from share-based
payment arrangements	18,744	-	-	-	18,744
Proceeds from exercise of stock options	7,442	-	-	-	7,442
Purchase of immature shares for minimum
tax withholdings	(11,307)	-	-	-	(11,307)
Proceeds from purchase of stock in ESPP
and other	2,231	-	-	-	2,231
Proceeds (payments) on intercompany
investments and advances	(25,934)	5,313	7,498	13,123	-
Other	20,165	(10,555)	3,459	(13,069)	-
	_______	_______	_______	_______	_______
Net cash provided (used)
by financing activities	11,341	(55,392)	10,174	54	(33,823)
	_______	_______	_______	_______	_______
Effect of exchange rate changes on
cash and cash equivalents	-	-	3,590	-	3,590
	_______	_______	_______	_______	_______
Net increase in cash and cash equivalents	-	23,816	9,804	-	33,620
Cash and cash equivalents,
beginning of period	-	72,475	50,908	-	123,383
	_______	_______	_______	_______	_______
Cash and cash equivalents, end of period	$ -	$ 96,291	$ 60,712	$ -	$ 157,003
	______	______	______	______	______

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidating Parent Company,
Guarantor and Non-Guarantor Statement of Cash Flows
For the six months ended June 30, 2005
(in thousands)
(unaudited)

	Kinetic
	Concepts,			Reclassi-	Kinetic
	Inc.		Non-	fications	Concepts,
	Parent	Guarantor	Guarantor	and	Inc.
	Company	Sub-	Sub-	elimi-	and Sub-
	Borrower	sidiaries	sidiaries	nations	sidiaries
Cash flows from operating activities:
Net earnings	$ 76,940	$ 81,612	$ 17,522	$ (99,134)	$ 76,940
Adjustments to reconcile net earnings to net
cash provided by operating activities	(59,373)	15,748	5,645	91,060	53,080
	_______	_______	_______	_______	_______
Net cash provided by operating activities	17,567	97,360	23,167	(8,074)	130,020
	_______	_______	_______	_______	_______
Cash flows from investing activities:
Additions to property, plant and equipment	-	(20,202)	(9,759)	-	(29,961)
Increase in inventory to be converted into
equipment for short-term rental	-	(2,200)	-	-	(2,200)
Dispositions of property, plant and
equipment	-	315	444	-	759
Decrease (increase) in other assets	-	(181)	2,784	(3,050)	(447)
	_______	_______	_______	_______	_______
Net cash used by investing activities	-	(22,268)	(6,531)	(3,050)	(31,849)
	_______	_______	_______	_______	_______
Cash flows from financing activities:
Proceeds (repayments) of notes payable, long-
term debt, capital lease and other obligations	-	(75,844)	30	-	(75,814)
Proceeds from exercise of stock options	5,209	-	-	-	5,209
Proceeds from purchase of stock in ESPP	2,131	-	-	-	2,131
Proceeds (payments) on intercompany
investments and advances	(6,962)	18,503	(8,268)	(3,273)	-
Other	(17,945)	3,676	(128)	14,397	-
	_______	_______	_______	_______	_______
Net cash used by financing activities	(17,567)	(53,665)	(8,366)	11,124	(68,474)
	_______	_______	_______	_______	_______
Effect of exchange rate changes on
cash and cash equivalents	-	-	(3,891)	-	(3,891)
	_______	_______	_______	_______	_______
Net increase in cash and cash equivalents	-	21,427	4,379	-	25,806
Cash and cash equivalents,
beginning of period	-	84,903	39,463	-	124,366
	_______	_______	_______	_______	_______
Cash and cash equivalents, end of period	$ -	$ 106,330	$ 43,842	$ -	$ 150,172
	______	______	______	______	______

See accompanying notes to condensed consolidated financial statements.

Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in this report. The following discussion contains forward-looking statements that reflect management’s plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed under Part II, Item 1A. “Risk Factors.”

General

Kinetic Concepts, Inc. is a global medical technology company with leadership positions in advanced wound care and therapeutic surfaces. We design, manufacture, market and service a wide range of proprietary products that can improve clinical outcomes and can help reduce the overall cost of patient care. Our advanced wound care systems incorporate our proprietary V.A.C. technology, which has been demonstrated clinically to help promote wound healing and can help reduce the cost of treating patients with serious wounds. Our therapeutic surfaces, including specialty hospital beds, mattress replacement systems and overlays, are designed to address pulmonary complications associated with immobility, to prevent skin breakdown and assist caregivers in the safe and dignified handling of obese patients. We have an infrastructure designed to meet the specific needs of medical professionals and patients across all health care settings, including acute care hospitals, extended care organizations and patients’ homes, both in the United States and abroad.

We have direct operations in the United States, Canada, Western Europe, Australia, Singapore and South Africa, and we conduct additional business through distributors in Latin America, the Middle East, Eastern Europe and Asia. We manage our business in two geographical segments: USA and International. Operations in the United States accounted for approximately 73% of our total revenue for the six months ended June 30, 2006.

We derive our revenue from both the rental and sale of our products. In the U.S. acute care and extended care settings, which accounted for more than half of our U.S. revenue for the six months ended June 30, 2006, we directly bill our customers, such as hospitals and extended care organizations. In the U.S. homecare setting, where our revenue comes predominantly from V.A.C. systems, we provide products and services directly to patients and we directly bill third‑party payers, such as Medicare and private insurance. Internationally, most of our revenue is generated in the acute care setting.

For the last several years, our growth has been driven primarily by increased revenue from V.A.C. systems, which accounted for approximately 77% of total revenue for the six months ended June 30, 2006, up from 73% for the same period in 2005.

Historically, we have experienced a seasonal slowing of domestic V.A.C. unit growth beginning in the fourth quarter and continuing into the first quarter, which we believe has been caused by year-end clinical treatment patterns, such as the postponement of elective surgeries and increased discharges of individuals from the acute care setting around the holidays. Although we do not know if our historical experience will prove to be indicative of future periods, a similar slow-down may recur in subsequent periods.

We believe that the historical growth in our domestic V.A.C. revenue has been due in part to the availability of homecare reimbursement for our V.A.C. systems and disposables under the Medicare program, as administered by the Centers for Medicare and Medicaid Services (“CMS”). Recently, products competing with V.A.C. systems have become eligible for homecare reimbursement under the Medicare Negative Pressure Wound Therapy (“NPWT”) codes, which has resulted in increased competition within the advanced wound care market. Other competitors’ products may also be assigned to the same codes upon obtaining necessary approvals. In addition, effective January 1, 2006, CMS effectively reduced the reimbursement for V.A.C. disposable canisters through coding decisions. More recently, on April 24, 2006, CMS posted proposed rules for the competitive bidding of Durable Medical Equipment in the homecare setting. Although CMS has not yet decided on specific product categories that will be covered in the initial phase of competitive bidding, the category for NPWT is among those being considered for 2007 or in future rounds of the competitive bidding process. As a result of CMS coding decisions and policies over time, we may experience increased competition from similarly-coded products in future periods and reimbursement we receive from third-party payers may be negatively impacted.

We believe that the key factors underlying V.A.C. growth over the past year have been:

- improving V.A.C. awareness and adoption among customers and physicians by increasing the number of regular
users and prescribers and the extent of use by each customer or physician;

- market expansion by identifying new wound type indications for V.A.C. use and increasing the percentage of
wounds that are considered good candidates for V.A.C. therapy; and

- strengthening our contractual relationships with third‑party payers.

We continue to focus our marketing and selling efforts on increasing physician awareness and adoption of the benefits of V.A.C. therapy. These efforts are targeted at physician specialties that provide care to the majority of patients with wounds in our target categories. Within these specialties, we focus on those clinicians who serve the largest number of wound care patients. In order to meet our goals of increasing physician awareness, we increased our total sales force by approximately 130 employees in the first six months of 2006 and 190 employees in 2005.

Our intellectual property is very important to maintaining our competitive position. With respect to our V.A.C. business, we rely on our rights under the Wake Forest patents licensed to us and a number of KCI patents in the U.S. and internationally. Continuous enhancements in our product portfolio and positioning are also important to our continued growth and market penetration. We believe our advanced V.A.C. systems have increased customer acceptance and the perceived value of V.A.C. therapy. We have benefited from the introduction of specialized dressing systems designed to improve ease-of-use and effectiveness in treating pressure ulcers and serious abdominal wounds. Our ongoing clinical experience and studies have increased the market acceptance of V.A.C. and expanded the range of wounds considered to be good candidates for V.A.C. therapy. We believe this growing base of data and clinical experience has driven the trend toward use of the V.A.C. on a routine basis for appropriate wounds.

In addition to our intellectual property estate, we believe that we have competitive strengths in areas such as superior clinical efficacy, which is supported by an extensive collection of published clinical studies, broad reach and customer relationships, our extensive service center network and our expertise in homecare reimbursement.

Recent Developments

Results of Operations

The following table sets forth, for the periods indicated, the percentage relationship of each item to total revenue in the period, as well as the percentage change in each line item, comparing the second quarter of 2006 to the second quarter of 2005 and the first six months of 2006 to the first six months of 2005:


	Revenue Relationship

	Three months ended June 30,			Six months ended June 30,
			%				%
	2006	2005	Change (1)		2006	2005	Change (1)
Revenue:
Rental	72 %	72 %	12.2 %		71 %	71 %	14.0 %
Sales	28	28	12.1		29	29	11.0
	___	___			___	___
Total revenue	100	100	12.2		100	100	13.1

Rental expenses	45	45	13.7		44	45	12.1
Cost of sales	9	9	3.4		9	9	6.0
	___	___			___	___
Gross profit	46	46	12.5		47	46	15.5

Selling, general and administrative expenses	21	21	17.4		22	21	20.6
Research and development expenses	3	2	25.3		2	2	22.4
	___	___			___	___
Operating earnings	22	23	6.7		23	23	10.3

Interest income	-	-	129.9		-	-	108.9
Interest expense	(2)	(2)	4.0		(2)	(2)	22.7
Foreign currency loss	-	-	48.0		-	(1)	88.4
	___	___			___	___
Earnings before income taxes	20	21	9.7		21	20	17.5

Income taxes	6	7	(4.6)		6	7	5.9
	___	___			___	___
Net earnings	14 %	14 %	17.3 %		15 %	13 %	23.7 %
	__	__			__	__

(1) Percentage change represents the change in dollars between periods.

The following table sets forth, for the periods indicated, total revenue for V.A.C. systems and therapeutic surfaces/other and the amount of revenue derived from each of our geographical segments: USA and International (dollars in thousands):

	Three months ended June 30,			Six months ended June 30,
			%				%
	2006	2005	Change (1)		2006	2005	Change (1)
Total Revenue:
V.A.C.
Rental	$ 174,747	$ 150,247	16.3 %		$ 340,179	$ 283,023	20.2 %
Sales	81,388	70,663	15.2		158,910	135,389	17.4
	_______	_______			_______	_______
Total V.A.C.	256,135	220,910	15.9		499,089	418,412	19.3

Therapeutic surfaces/other
Rental	62,042	60,802	2.0		123,587	123,962	(0.3)
Sales	11,866	12,499	(5.1)		26,612	31,809	(16.3)
	_______	_______			_______	_______
Total therapeutic surfaces/other	73,908	73,301	0.8		150,199	155,771	(3.6)

Total rental revenue	236,789	211,049	12.2		463,766	406,985	14.0
Total sales revenue	93,254	83,162	12.1		185,522	167,198	11.0
	_______	_______			_______	_______
Total Revenue	$ 330,043	$ 294,211	12.2%		$ 649,288	$ 574,183	13.1%
	______	______			______	______
USA Revenue:
V.A.C.
Rental	$ 143,803	$ 126,761	13.4%		$ 282,545	$ 238,910	18.3%
Sales	49,608	45,253	9.6		96,953	84,667	14.5
	_______	_______			_______	_______
Total V.A.C.	193,411	172,014	12.4		379,498	323,577	17.3

Therapeutic surfaces/other
Rental	38,602	38,116	1.3		78,195	77,073	1.5
Sales	6,630	6,450	2.8		13,600	13,455	1.1
	_______	_______			_______	_______
Total therapeutic surfaces/other	45,232	44,566	1.5		91,795	90,528	1.4

Total USA rental	182,405	164,877	10.6		360,740	315,983	14.2
Total USA sales	56,238	51,703	8.8		110,553	98,122	12.7
	_______	_______			_______	_______
Total - USA Revenue	$ 238,643	$ 216,580	10.2%		$ 471,293	$ 414,105	13.8%
	______	______			______	______
International Revenue:
V.A.C.
Rental	$ 30,944	$ 23,486	31.8%		$ 57,634	$ 44,113	30.7%
Sales	31,780	25,410	25.1		61,957	50,722	22.2
	_______	_______			_______	_______
Total - V.A.C.	62,724	48,896	28.3		119,591	94,835	26.1

Therapeutic surfaces/other
Rental	23,440	22,686	3.3		45,392	46,889	(3.2)
Sales	5,236	6,049	(13.4)		13,012	18,354	(29.1)
	_______	_______			_______	_______
Total therapeutic surfaces/other	28,676	28,735	(0.2)		58,404	65,243	(10.5)

Total International rental	54,384	46,172	17.8		103,026	91,002	13.2
Total International sales	37,016	31,459	17.7		74,969	69,076	8.5
	_______	_______			_______	_______
Total - International Revenue	$ 91,400	$ 77,631	17.7%		$ 177,995	$ 160,078	11.2%
	______	______			______	______

(1) Percentage change represents the change in dollars between periods.

For additional discussion on segment and geographical information, see Note 9 to our condensed consolidated financial statements.

Total Revenue. Total revenue for the second quarter of 2006 was $330.0 million, an increase of $35.8 million, or 12.2%, from the prior-year period. Total revenue for the first six months of 2006 was $649.3 million, an increase of $75.1 million, or 13.1%, from the prior-year period. The growth in total revenue over the prior-year period was due primarily to increased rental and sales volumes for V.A.C. wound healing devices and related disposables partially offset by lower domestic realized pricing. Domestic V.A.C. pricing for the second quarter and first six months of 2006 was impacted by a number of factors including lower canister reimbursement under Medicare Part B, higher homecare receivables reserves on older claims, changes in cash realization estimates, lower contracted prices, payer mix changes and other factors. Foreign currency exchange movements accounted for 0.7% of the increase in total revenue in the second quarter of 2006; however, foreign currency exchange movements negatively impacted total revenue by 0.2% in the first six months of 2006 compared to the corresponding periods of the prior year.

Domestic Revenue. Total domestic revenue was $238.6 million for the second quarter of 2006 and $471.3 million for the first six months of 2006, representing increases of 10.2% and 13.8%, respectively, as compared to the prior-year periods. Total domestic V.A.C. revenue was $193.4 million for the second quarter of 2006 and $379.5 million for the first six months of 2006, representing increases of 12.4% and 17.3% compared to the prior-year periods. Domestic V.A.C. rental revenue of $143.8 million for the second quarter of 2006 increased $17.0 million, or 13.4%, due to a 21.1% increase in average units on rent compared to the prior-year period. For the first six months of 2006, domestic V.A.C. rental revenue of $282.5 million increased $43.6 million, or 18.3%, due to a 22.4% increase in average units on rent compared to the prior-year period. Higher domestic average units on rent for the second quarter of 2006 and the first six months of 2006 were partially offset by lower realized pricing due to a number of factors including changes in Medicare reimbursement rates, changes in cash realization estimates, lower contracted prices, payer mix changes and other factors. Domestic V.A.C. sales revenue of $49.6 million in the second quarter of 2006 and $97.0 million in the first six months of 2006 increased 9.6% and 14.5%, respectively, from the prior-year periods. This was due primarily to higher sales volumes for V.A.C. disposables associated with the increase in V.A.C. system unit rentals, partially offset by lower canister reimbursement. Domestic therapeutic surfaces/other revenue was approximately $45.2 million for the second quarter of 2006 and $91.8 million for the first six months of 2006, representing increases of 1.5% and 1.4%, respectively, as compared to the prior-year periods reflecting our history of stable growth for this product line.

International Revenue. Total international revenue was $91.4 million for the second quarter of 2006, an increase of 17.7% compared to the prior-year period due to a $13.8 million, or 28.3%, increase in V.A.C. revenue and a 2.8% favorable foreign currency exchange rate variance. For the first six months of 2006, total international revenue was $178.0 million, an increase of 11.2% compared to the prior-year period due to a $24.8 million, or 26.1%, increase in V.A.C. revenue, partially offset by a 0.9% unfavorable foreign currency exchange rate variance and a $6.8 million decline in surfaces revenue. The decline in international surfaces revenue for the first six months of 2006 resulted from a large sale in the prior-year period to the Canadian government of $5.1 million, adversely impacting international revenue growth by 3.7%.

Total international V.A.C. revenue was $62.7 million in the second quarter of 2006 and $119.6 in the first six months of 2006, representing increases of 28.3% and 26.1%, respectively, from the prior-year periods. Foreign currency exchange rate movements accounted for 3.4% of the increase in international V.A.C. revenue in the second quarter of 2006 but did not have a significant impact on the first six months compared to the corresponding periods in the prior year. International V.A.C. rental revenue of $30.9 million for the second quarter of 2006 increased $7.5 million, or 31.8%, due to a 28.8% increase in average units on rent. For the first six months of 2006, international V.A.C. rental revenue of $57.6 million increased $13.5 million, or 30.7%, due to a 33.8% increase in average units on rent. The average rental price for the second quarter and first six months of 2006 was comparable to the prior year periods. International V.A.C. sales revenue of $31.8 million in the second quarter of 2006 and $62.0 million in the first six months of 2006 increased 25.1% and 22.2%, respectively, from the prior-year periods due primarily to overall increased sales of V.A.C. disposables associated with the increase in rental units. A $2.6 million V.A.C. sale to the Canadian government in the first quarter of 2005 negatively impacted international V.A.C. sales revenue growth by 6.6% for the first six months of 2006 compared to the prior-year period.

International therapeutic surfaces/other revenue was $28.7 million for the second quarter of 2006 and $58.4 million for the first six months of 2006, representing decreases of 0.2% and 10.5%, respectively, from the prior-year periods. During the first quarter of 2005, we completed a $5.1 million sale of therapeutic surfaces to the Canadian government which negatively impacted sales growth for the first six months of 2006. Foreign currency exchange rate movements positively impacted international therapeutic surfaces/other revenue by 1.8% in the second quarter of 2006; however, it had a negative impact of 2.0% for the first six months of 2006 compared to the prior-year periods.

Rental Expenses. Rental, or “field,” expenses are comprised of both fixed and variable costs. Field expenses, as a percentage of total revenue, were higher in the second quarter of 2006 at 45.2% as compared to 44.6% in the prior-year quarter. The increase in the second quarter of 2006 was due primarily to an increase in stock-based compensation expense of $1.2 million, before taxes, resulting from the January 1, 2006 adoption of Statement of Financial Accounting Standards No. 123 Revised, “Share-Based Payment,” (“SFAS 123R”) compared to the prior-year period. Additionally, our sales headcount increase in the second quarter of 2006 slightly outpaced our revenue growth for the same period compared to the prior-year period. Field expenses, as a percentage of revenue, were lower in the first six months of 2006 at 44.6% compared to 45.0% in the prior-year period. The year-to-date decrease was due primarily to productivity improvements in our selling and service operations, partially offset by an increase in stock-based compensation expense of $2.0 million, before taxes, under SFAS 123R compared to the prior-year period. Our sales and service headcount increased to approximately 3,300 at June 30, 2006 from approximately 3,100 at December 31, 2005.

Cost of Sales. Cost of sales were $28.3 million in the second quarter of 2006 and $57.0 million in the first six months of 2006, representing increases of 3.4% and 6.0%, respectively, over the prior-year periods. Cost of sales includes manufacturing costs, product costs and licensing fees associated with our sold products. Sales margins in the second quarter of 2006 increased to 69.6% compared to 67.0% in the prior-year quarter. Sales margins in the first six months of 2006 increased to 69.3% compared to 67.9% in the prior-year period. The increased margins were due to continued cost reductions resulting from our global supply contract for V.A.C. disposables, including a volume purchase discount received in the second quarter of 2006 relating to our large purchase of V.A.C. disposables in the quarter at a discounted price of $9.0 million. The benefit of this volume purchase discount impacted our sales margins by 0.9% in the second quarter of 2006 and by 0.4% in the first six months of 2006 and is being recognized in cost of sales as this inventory is sold. This benefit is not anticipated to favorably impact our sales margins beyond the third quarter of 2006.

Gross Profit. Gross profit was $152.6 million in the second quarter of 2006 and $302.8 million in the first six months of 2006, representing increases of 12.5% and 15.5%, respectively, over the prior-year periods. Gross profit margin in the second quarter of 2006 was 46.2%, comparable to 46.1% in the prior-year quarter. For the first six months of 2006, gross profit margin was 46.6%, up from 45.7% in the prior-year period. Increased revenue, productivity improvements in our selling and service operations and continued cost reductions from our global supply contract for V.A.C. disposables contributed to the margin expansion, partially offset by the impact of our January 1, 2006 adoption of SFAS 123R.

Selling, General and Administrative Expenses. Selling, general and administrative expenses represented 22.1% of total revenue in the second quarter of 2006 compared to 21.1% in the prior-year quarter. In the first six months of 2006, selling, general and administrative expenses represented 21.7% of total revenue compared to 20.3% in the prior-year period. Selling, general and administrative expenses include administrative labor, incentive and sales commission compensation costs, insurance costs, professional fees, depreciation, bad debt expense and information systems costs. Selling, general and administrative expenses for the second quarter of 2006 and first six months of 2006 include an additional $3.5 million and $4.2 million expense, respectively, over the prior-year periods related to the patent litigation case against BlueSky Medical. In the second quarter of 2006 and first six months of 2006, we recorded share-based compensation expenses of approximately $3.1 million and $5.2 million, before income taxes, including expense resulting from the adoption of SFAS 123R compared to approximately $540,000 and $610,000, respectively, recorded in the prior-year periods.

Research and Development Expenses. Research and development expenses in the second quarter of 2006 were $8.5 million and represented 2.6% of total revenue as compared to 2.3% in the prior-year quarter. In the first six months of 2006, research and development expenses were $15.9 million and represented 2.4% of total revenue as compared to 2.3% in the prior-year period. Research and development expenses relate to our investments in new advanced wound healing systems and dressings, new technologies in wound healing and tissue repair, new applications of V.A.C. technology and upgrading and expanding our surface technologies.

Operating Earnings. Operating earnings were $71.4 million for the second quarter of 2006 and $146.3 million for the first six months of 2006 compared to $66.9 million and $132.6 million, respectively, in the prior-year periods due primarily to increased revenue. Operating margins for the second quarter of 2006 and first six months of 2006 were 21.6% and 22.5%, as compared to 22.7% and 23.1%, respectively, in the prior-year periods. The adoption of SFAS 123R negatively impacted our operating margin by 0.9% and 0.8% in the second quarter of 2006 and first six months of 2006, respectively compared to the prior-year periods.

Interest Expense. Interest expense was $5.2 million in the second quarter of 2006 and $10.0 million in the first six months of 2006 compared to $5.4 million and $12.9 million, respectively, in the prior-year periods. The decrease in interest expense in the second quarter of 2006 compared to the same period in 2005 is due primarily to a reduction in our outstanding debt balance, partially offset by write-offs of debt issuance costs of $730,000 in the second quarter of 2006. The decrease in interest expense in the first sixth months of 2006 was due to lower outstanding debt compared to the prior-year period. Interest expense in the first six months of 2006 and 2005 includes write-offs of debt issuance costs totaling $730,000 and $1.4 million, respectively, associated with debt prepayments on our senior credit facility totaling approximately $50.0 million and $75.0 million, respectively. We plan to continue reducing leverage while maintaining a strong liquidity position.

Net Earnings. Net earnings for the second quarter of 2006 were $46.6 million compared to $39.8 million in the prior-year quarter, an increase of 17.3%. For the first six months of 2006, net earnings were $95.1 million compared to $76.9 million in the prior-year period, an increase of 23.7%. The effective income tax rate for the second quarter of 2006 and first six months of 2006 was 30.0% and 31.1%, respectively, compared to 34.5% for the prior-year periods. The income tax rate reduction for both periods in 2006 was primarily attributable to the favorable resolution of certain tax contingencies during 2006, compared to the prior-year periods.

Net Earnings per Share. Net earnings per diluted share were $0.63 in the second quarter of 2006 compared to net earnings per diluted share of $0.54 in the prior-year period, an increase of 16.7%. For the first six months of 2006, net earnings per diluted share were $1.30 compared to net earnings per diluted share of $1.05 in the prior-year period, an increase of 23.8%.

Liquidity and Capital Resources

General

We require capital principally for capital expenditures, systems infrastructure, debt service, interest payments and working capital. Our capital expenditures consist primarily of manufactured rental assets, computer hardware and software and expenditures related to the need for additional office space for our expanding workforce. Working capital is required principally to finance accounts receivable and inventory. Our working capital requirements vary from period-to-period depending on manufacturing volumes, the timing of shipments and the payment cycles of our customers and payers.

Sources of Capital

Based upon the current level of operations, we believe our existing cash resources, as well as cash flows from operating activities and availability under our revolving credit facility, will be adequate to meet our anticipated cash requirements for at least the next twelve months. During the first six months of 2006 and 2005, our primary source of capital was cash from operations. The following table summarizes the net cash provided and used by operating activities, investing activities and financing activities for the six months ended June 30, 2006 and 2005 (dollars in thousands):

	Six months ended June 30,
	2006		2005

Net cash provided by operating activities	$ 102,876		$ 130,020
Net cash used by investing activities	(39,023)		(31,849)
Net cash used by financing activities	(33,823)	(1)	(68,474)	(2)
Effect of exchange rates changes on cash and cash equivalents	3,590		(3,891)
	______		______
Net increase in cash and cash equivalents	$ 33,620		$ 25,806
	_____		_____

(1) This amount for 2006 includes debt prepayments totaling approximately $50.0 million on our senior credit facility.
(2) This amount for 2005 includes debt prepayments totaling $75.0 million on our senior credit facility.

At June 30, 2006, cash and cash equivalents of $157.0 million were available for general corporate purposes and the availability under the revolving portion of our senior credit facility was $88.1 million, net of $11.9 million in letters of credit.

Working Capital

At June 30, 2006, we had current assets of $546.8 million, including $39.3 million in inventory, and current liabilities of $234.4 million resulting in a working capital surplus of $312.4 million compared to a surplus of $242.1 million at December 31, 2005. The increase in our working capital surplus of approximately $70.3 million was due primarily to increases in cash, inventories and net receivables and a reduction in total accounts payable and accrued expenses.

If rental and sales volumes for V.A.C. systems and related disposables continue to increase, we believe that a significant portion of this increase could occur in the homecare market, which could have the effect of increasing accounts receivable due to the extended payment cycles we experience with most third‑party payers. We have adopted a number of policies and procedures designed to reduce these extended payment cycles. As of June 30, 2006, we had $298.5 million of receivables outstanding, net of realization reserves of $93.9 million. Our net receivables were outstanding for an average of 82 days at June 30, 2006 as compared to 80 days at December 31, 2005.

Capital Expenditures

During the first six months of 2006 and 2005, we made capital expenditures of $33.7 million and $30.0 million, respectively, due primarily to expanding the rental fleet and information technology purchases.

Debt Service

As of June 30, 2006, we had approximately $159.9 million and $84.4 million in debt outstanding under our senior credit facility and our senior subordinated notes, respectively. Scheduled principal payments under our senior credit facility for the years 2006, 2007 and 2008 are approximately $820,000, $1.6 million and $1.6 million, respectively. Our outstanding senior subordinated notes will mature in 2013 and have scheduled interest payments in May and November of each year. To the extent that we have excess cash, we may use it to reduce our outstanding debt obligations.

In the second quarter of 2006, we reduced our senior credit facility by approximately $50.0 million and wrote off approximately $730,000 of capitalized debt issuance costs.

On August 2, 2006, we purchased $16.3 million of our senior subordinated notes at a market price of $16.8 million. In connection with the purchase, we wrote off approximately $530,000 of capitalized debt issuance costs. As of that date, the remaining outstanding balance on our senior subordinated notes was $68.1 million and total debt outstanding was $228.0 million.

Senior Credit Facility

Our senior credit facility consists of a seven-year term loan facility and a $100 million six-year revolving credit facility. The following table sets forth the maturity date, amounts outstanding under the term loan and the revolving credit facility, the effective interest rates on such outstanding amounts, and amounts available for additional borrowing thereunder, as of June 30, 2006 (dollars in thousands):

				Amount Available
	Maturity	Effective	Amounts	For Additional
Senior Credit Facility	Date	Interest Rate	Outstanding	Borrowing

Revolving credit facility	August 2009	-	$ -	$ 88,052 (1)
Term loan facility	August 2010	5.84% (2)	159,906	-
			_______	______
Total			$ 159,906	$ 88,052
			_______	_______

(1) At June 30, 2006, amounts available under the revolving portion of our credit facility reflected a
reduction of $11.9 million for letters of credit issued on our behalf, none of which have been
drawn upon by the beneficiaries thereunder.
(2) The effective interest rate includes the effect of interest rate hedging arrangements. Excluding the
interest rate hedging arrangements, our nominal interest rate as of June 30, 2006 was 7.25%.

Senior Subordinated Notes

In 2003, we issued an aggregate of $205.0 million principal amount of our senior subordinated notes. As of June 30, 2006, $84.4 million principal amount of the notes remained outstanding. On August 2, 2006, we purchased $16.3 million of our senior subordinated notes at a market price of $16.8 million. In connection with the purchase, we wrote off approximately $530,000 of capitalized debt issuance costs. We may purchase additional amounts of our senior subordinated notes in the open market and/or in privately negotiated transactions from time to time, subject to limitations in our senior credit facility.

Interest Rate Protection

As of June 30, 2006 and December 31, 2005, the fair values of our swap agreements were positive in the aggregate and were recorded as an asset of $580,000 and $1.8 million, respectively. If these interest rate protection agreements were not in place, interest expense would have been approximately $1.5 million and $389,000 higher for the six months ended June 30, 2006 and 2005, respectively.

Long-Term Commitments

The following table summarizes our long-term debt obligations as of June 30, 2006, for each of the periods indicated (dollars in thousands):

Year	Long-Term
Payment	Debt
Due	Obligations
2006	$ 824
2007	1,649
2008	1,649
2009	1,649
2010	154,135
Thereafter	84,439

Critical Accounting Estimates

Revenue Recognition and Accounts Receivable Realization

We recognize revenue in accordance with Staff Accounting Bulletin No. 104,“Revenue Recognition,” when each of the following four criteria are met:

     1)   a contract or sales arrangement exists;
     2)   products have been shipped and title has transferred or services have been rendered;
     3)   the price of the products or services is fixed or determinable; and
     4)   collectibility is reasonably assured.

We recognize rental revenue based on the number of days a product is used by the patient/facility at the contracted rental rate for contracted customers and generally, retail price for non-contracted customers. Sales revenue is recognized when products are shipped and title has transferred. In addition, we establish reserves against revenue to provide for adjustments including capitation agreements, evaluation/free trial days, credit memos, volume discounts, pricing adjustments, utilization adjustments, product returns, cancellations, estimated uncollectible amounts and payer adjustments based on historical experience.

Domestic trade accounts receivable consist of amounts due directly from acute and extended care organizations, third‑party payers (“TPP”), both governmental and non-governmental, and patient pay accounts. Included within the TPP accounts receivable balances are amounts that have been or will be billed to patients once the primary payer portion of the claim has been settled by the third‑party payer. International trade accounts receivable consist of amounts due primarily from acute care organizations.

The domestic TPP reimbursement process requires extensive documentation, which has had the effect of slowing both the billing and cash collection cycles relative to the rest of the business, and therefore, increasing total accounts receivable. Because of the extensive documentation required and the requirement to settle a claim with the primary payer prior to billing the secondary and/or patient portion of the claim, the collection period for a claim in our homecare business may, in some cases, extend beyond one year prior to full settlement of the claim.

We utilize a combination of factors in evaluating the collectibility of our accounts receivable. For unbilled receivables, we establish reserves against revenue to allow for denied or uncollectible items. In addition, items that remain unbilled for more than a specified period of time, or beyond an established billing window, are reserved against revenue. For billed receivables, we generally establish reserves against revenue and bad debt based on a combination of factors including historic adjustment rates for credit memos and cancelled transactions, historical collection experience, and the length of time that the receivables have been outstanding. The reserve rates vary by payer group. In addition, we have recorded specific reserves for bad debt when we become aware of a customer's inability or refusal to satisfy its debt obligations, such as in the event of a bankruptcy filing. If circumstances change, such as higher than expected claims denials, payment defaults or an unexpected material adverse change in a major customer's or payer's ability to meet its obligations, our estimates of the realizability of amounts due from trade receivables could be reduced by a material amount. A hypothetical 1% change in the collectibility of our net billed receivables at June 30, 2006 would impact pre-tax earnings by approximately $6.3 million.

For a description of our other critical accounting estimates, please see our Annual Report on Form 10-K for the year ended December 31, 2005 under the heading Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates."

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 Revised (“SFAS 123R”),“Share-Based Payment,” which is effective for fiscal years beginning after June 15, 2005. SFAS 123R eliminated the alternative to account for share-based compensation using Accounting Principles Board Opinion No. 25, (“APB 25”),“Accounting for Stock Issued to Employees,” and required such transactions be recognized as compensation expense in the statement of earnings based on their fair values on the date of the grant, with the compensation expense recognized over the period in which an employee is required to provide service in exchange for the stock award. We adopted SFAS 123R on January 1, 2006 using the modified prospective transition method. As such, the compensation expense recognition provisions of SFAS 123R apply to new awards and to any awards modified, repurchased or cancelled after the adoption date. Additionally, for any unvested awards outstanding at the adoption date, we will recognize compensation expense over the remaining vesting period. Prior to the adoption of SFAS 123R, we presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the statement of cash flows. In accordance with SFAS 123R, we have now presented the cash flows for tax benefits resulting from the exercise of share-based payment arrangements in excess of the tax benefits recorded on compensation cost recognized for those options (excess tax benefits) as financing activity cash flows.

With the adoption of SFAS 123R, KCI estimates forfeitures when recognizing compensation costs. We will adjust our estimate of forfeitures as actual forfeitures differ from our estimates, resulting in the recognition of compensation cost only for those awards that actually vest. Prior to the adoption of SFAS 123R, we recorded forfeitures of stock-based compensation awards as they occurred. As a result of this change, we recorded a cumulative effect of a change in accounting principle of approximately $114,000 as a reduction in share-based compensation expense in our condensed consolidated statement of earnings in the first quarter of 2006.

As of June 30, 2006, there was $14.4 million of total unrecognized compensation cost related to non-vested restricted stock granted under our various plans. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.9 years.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including fluctuations in interest rates and variability in currency exchange rates. We have established policies, procedures and internal processes governing our management of market risk and the use of financial instruments to manage our exposure to such risk.

Interest Rate Risk

We have variable interest rate debt and other financial instruments, which are subject to interest rate risk and could have a negative impact on our business if not managed properly. We have a risk management policy, which is designed to reduce the potential negative earnings effect arising from the impact of fluctuating interest rates. We manage our interest rate risk on our debt through interest rate swap agreements which effectively convert a portion of our variable-rate debt to a fixed rate basis through August 21, 2006, thus reducing the impact of changes in interest rates on future interest expenses.

As of June 30, 2006, we have three interest rate swap agreements pursuant to which we have fixed the rates on $150.0 million, or 93.8%, of our variable rate debt as follows:

     - 2.755% per annum on $50.0 million of our variable rate debt through August 21, 2006;
     - 2.778% per annum on $50.0 million of our variable rate debt through August 21, 2006; and
     - 2.788% per annum on $50.0 million of our variable rate debt through August 21, 2006.

The table below provides information about our long-term debt and interest rate swaps, both of which are sensitive to changes in interest rates, as of June 30, 2006. For long-term debt, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. For interest rate swaps, the table presents notional amounts and weighted average interest rates by expected (contractual) maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on implied forward rates in the yield curve at the reporting date (dollars in thousands):

Expected Maturity Date as of June 30, 2006
	2006	2007	2008	2009	Thereafter	Total	Fair Value
Long-term debt
Fixed rate	$ —	$ —	$ —	$ —	$ 84,439	$ 84,439	$ 86,972
Weighted average interest rate	—	—	—	—	7.375%	7.375%
Variable rate	$ 824	$ 1,649	$ 1,649	$ 1,649	$ 154,135	$159,906	$ 159,906
Weighted average interest rate (1)	7.250%	7.250%	7.250%	7.250%	7.250%	7.250%

Interest rate swaps (2)
Variable to fixed-notional amount	$ 150,000	$ —	$ —	$ —	$ —	$150,000	$ 581
Weighted average pay rate	2.774%	—	—	—	—	2.774%
Weighted average receive rate	5.476%	—	—	—	—	5.476%

(1) The weighted average interest rates for future periods are based on the current period nominal interest rates.
(2) Interest rate swaps are included in the variable rate debt under long-term debt. The fair values of our interest rate swap
agreements were positive in the aggregate and were recorded as an asset at June 30, 2006.

In June 2006, we entered into a new interest rate swap agreement, effective August 21, 2006, pursuant to which we fixed the rate on an initial $100.0 million notional amount of our outstanding variable rate debt at 5.55%. The notional amount will decrease from $100.0 million to $80.0 million on September 30, 2006, to $60.0 million on December 30, 2006 and to $45.0 million on March 30, 2007 until maturity on June 30, 2007. We do not use financial instruments for speculative or trading purposes.

Foreign Currency and Market Risk

We have direct operations in the United States, Canada, Western Europe, Australia, Singapore and South Africa, and we conduct additional business through distributors in Latin America, the Middle East, Eastern Europe and Asia. Our foreign operations are measured in their applicable local currencies. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Exposure to these fluctuations is managed primarily through the use of natural hedges, whereby funding obligations and assets are both managed in the applicable local currency.

KCI faces transactional currency exposures when its foreign subsidiaries enter into transactions denominated in currencies other than their local currency. These nonfunctional currency exposures relate primarily to intercompany receivables and payables arising from intercompany purchases of manufactured products. KCI enters into forward currency exchange contracts to partially mitigate the impact of currency fluctuations on transactions denominated in nonfunctional currencies, thereby limiting risk that would otherwise result from changes in exchange rates. The periods of the forward currency exchange contracts correspond to the periods of the exposed transactions.

At June 30, 2006, we had outstanding forward currency exchange contracts to sell approximately $9.1 million of various currencies. Based on our overall transactional currency rate exposure, movements in the currency rates will not materially affect our financial condition. We are exposed to credit loss in the event of nonperformance by counterparties on their outstanding forward currency exchange contracts, but do not anticipate nonperformance by any of the counterparties.

International operations reported operating profit of $23.1 million for the six months ended June 30, 2006. We estimate that a 10% fluctuation in the value of the dollar relative to these foreign currencies at June 30, 2006 would change our net earnings for the six months ended June 30, 2006 by approximately $1.9 million. Our analysis does not consider the implications that such fluctuations could have on the overall economic activity that could exist in such an environment in the U.S. or the foreign countries or on the results of operations of these foreign entities.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. KCI’s management, with the participation of KCI’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of KCI’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, KCI’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, KCI’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by KCI in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by KCI in the reports that it files or submits under the Exchange Act is accumulated and communicated to KCI’s management, including KCI’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls. There have not been any changes in KCI’s internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2006 that have materially affected, or are reasonably likely to materially effect, KCI’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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ITEM 1A. RISK FACTORS

Risks Related to Our Business

We face significant and increasing competition, which could adversely affect our operating results.

Historically, our V.A.C. systems have competed primarily with traditional wound care dressings, other advanced wound care dressings, skin substitutes, products containing growth factors and other medical devices used for wound care. As a result of the success of our V.A.C. systems, competitors have announced or introduced products similar to or designed to mimic our V.A.C. systems and others may do so in the future. In this regard, BlueSky Medical Group, Inc. is marketing a pump and dressing kits to compete directly with V.A.C. systems. In 2004, BlueSky received U.S. Food and Drug Administration (“FDA”) clearance of its pump and one of its dressings, which in 2005 were also assigned by the Centers for Medicare and Medicaid Services (“CMS”) to the Medicare reimbursement codes for Negative Pressure Wound Therapy (“NPWT”), the same codes assigned to our V.A.C. systems and disposables. It is possible that manufacturers or dealers of other V.A.C.-like products will obtain similar FDA approvals and CMS coding, which would increase the number of competitors in advanced wound care.

In the U.S., our therapeutic surfaces business primarily competes with the Hill-Rom Company and Sizewise Rentals and in Europe with Huntleigh Healthcare and Pegasus Limited. We face the risk that innovation by our competitors in our markets may render our products less desirable or obsolete. Additionally, some of our contracts with the larger hospital group purchasing organizations (“GPOs”) are sole-source or dual-source agreements. GPOs have come under pressure to modify their membership requirements and contracting practices, including conversion of sole-source and dual-source agreements to agreements with multiple suppliers, in response to recent Congressional hearings and public criticism. As our sole-source and dual-source agreements reach the end of their current terms, it is likely that renewals will result in dual or multi-source agreements with GPOs in the advanced wound care and therapeutic surfaces categories.

We may not be able to enforce or protect our intellectual property rights, which may harm our ability to compete and adversely affect our business. If we are unsuccessful in protecting and maintaining our intellectual property, particularly our rights under the Wake Forest patents, our competitive position would be harmed.

Our ability to enforce our patents and those licensed to us, together with our other intellectual property is subject to general litigation risks, as well as uncertainty as to the enforceability of our intellectual property rights in various countries. We have numerous patents on our existing products and processes, and we file applications as appropriate for patents covering new technologies as they are developed. However, the patents we own, or in which we have rights, may not be sufficiently broad to protect our technology position against competitors, or may not otherwise provide us with competitive advantages. Also, when we seek to enforce our rights, we may be subject to claims that the intellectual property right is invalid, is otherwise not enforceable or is licensed to the party against whom we are asserting a claim. When we assert our intellectual property rights, it is likely that the other party will seek to assert alleged intellectual property rights of its own against us, which may adversely impact our business as discussed in the following risk factor. If we are not ultimately successful in defending ourselves against these claims in litigation, we may not be able to sell or market a particular product or family of products, due to an injunction, or we may be required to pay material amounts in damages, which could in turn negatively affect our financial condition and results of operations. Our inability to enforce our intellectual property rights under these circumstances may negatively impact our competitive position and our business.

We also have agreements with third parties, including our exclusive license of the V.A.C. patents from Wake Forest, that provide for licensing of their patented or proprietary technologies. These agreements include royalty-bearing licenses. If we were to lose the rights to license these technologies, or our costs to license these technologies were to materially increase, our business would suffer.

We may be subject to claims of infringement of third-party intellectual property rights, which could adversely affect our business.

From time to time, third parties may assert against us or our customers alleged patent or other intellectual property rights to technologies that are important to our business. We may be subject to intellectual property infringement claims from certain individuals and companies who have acquired or developed patent portfolios in the fields of advanced wound care or therapeutic surfaces for the purpose of developing products that compete with ours, or for the sole purpose of asserting claims against us. Any claims that our products or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims, could cause us to incur significant costs in responding to, defending and resolving such claims, and may divert the efforts and attention of our management and technical personnel away from our business. As a result of such intellectual property infringement claims, we could be required to:

     - pay material damages for third-party infringement claims;
     - discontinue manufacturing, using or selling the infringing products;
     - discontinue using the infringing technology or processes;
     - develop non-infringing technology, which could be time-consuming and costly or may not be possible; or
     - license technology from the third party claiming infringement, which license may not be available on
        commercially reasonable terms or at all.

The occurrence of any of the foregoing could result in unexpected expenses or require us to recognize an impairment of our assets, which would reduce the value of our assets and increase expenses. In addition, if we alter or discontinue our production of affected items, our revenue could be negatively impacted.

Changes to third-party reimbursement policies could reduce the reimbursement we receive for and adversely affect the demand for our products.

The demand for our products is highly dependent on the policies of third-party payers such as Medicare, Medicaid, private insurance and managed care organizations that reimburse us for the sale and rental of our products. If coverage or payment policies of these third-party payers are revised in light of increased efforts to control health care spending or otherwise, the amount we may be reimbursed or the demand for our products may decrease.

From time to time, CMS publishes reimbursement policies and rates that may unfavorably affect the reimbursement and market for our products. In the past, our V.A.C. systems and disposables were the only devices assigned to the CMS reimbursement codes for NPWT. In 2005, CMS assigned a pump and dressing kits marketed by BlueSky to the same NPWT codes under the Healthcare Common Procedure Coding System. Other manufacturers or dealers of products designed to mimic the V.A.C. may also obtain NPWT coding upon obtaining necessary approvals, which would increase competition. Also, the unique existing code for reimbursement of V.A.C. disposable canisters was eliminated effective December 31, 2005, and consequently, we are required to bill Medicare Part B for V.A.C. canisters under a more generic existing code at a lower reimbursement rate beginning January 1, 2006. As a result of this reduced reimbursement, we experienced a reduction in revenue for V.A.C. canisters during the first six months of 2006. As a result of these recent CMS decisions we are experiencing increased competition from BlueSky products and inquiries from other third-party payers regarding reimbursement levels. Either increased competition or reduced reimbursement could materially and adversely affect our business and operating results.

The assignment of CMS reimbursement codes to competing products increases the likelihood of our V.A.C. products being subjected to the initial phase of Medicare competitive bidding, which could negatively impact KCI’s revenue from products that are reimbursed by Medicare in the homecare setting. Any declines in Medicare reimbursement could materially and adversely affect our business. In addition, it is possible that KCI would not be contracted as a supplier of NPWT under a Medicare competitive bidding program. In April 2006, CMS posted proposed rules on competitive bidding of Durable Medical Equipment (“DME”) in the homecare setting. In June 2006, we submitted comments to the proposed rules on competitive bidding. Although CMS has not yet decided on specific product categories that will be covered in the initial phase of competitive bidding, the category for NPWT is among those being considered for 2007 under the proposed rule and may be included in the final rules, which should be adopted later this year, or in future rounds of the competitive bidding process. The proposed rules also include proposals regarding how CMS will continue to set fee schedule prices for DME that is reimbursed outside of the competitive bidding process. These proposed rules, if adopted, could potentially be used to reduce reimbursement for DME, including KCI products. In addition, the proposed rules would require suppliers to meet certain new quality standards to participate in the competitive bidding program and to continue to provide Medicare-covered DME going forward. Thus, these newly proposed quality standards, if finalized, would apply to KCI and its homecare products irrespective of whether or not KCI products are included in the Medicare competitive bidding program. Although KCI has already met certain accreditation standards, including accreditation from the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”), there can be no assurance that KCI will meet the new quality standards, when finalized, or that the costs for complying with the new standards will not be material.

The reimbursement of our products is also subject to review by government contractors that administer payments under federal health care programs, including Medicare Durable Medical Equipment Administrative Contractors (“DMACs”), which recently replaced the former Medicare contractors referred to as Durable Medical Equipment Regional Carriers (“DMERCs”). These contractors are delegated certain authority to make local or regional determinations and policies for coverage and payment of DME in the home. Adverse determinations and changes in policies can lead to denials of our charges for our products and/or requests to recoup alleged overpayments made to us for our products. Such adverse determinations and changes can often be challenged only through an administrative appeals process. In this regard, we currently have approximately $14.4 million in outstanding receivables from CMS, including both unbilled items and claims where coverage or payment was initially denied, which relate to Medicare V.A.C. placements that have extended beyond four months in the home. We are in the process of submitting all unbilled claims for payment and appealing the remaining claims through the appropriate administrative processes necessary to obtain payment. We may not be successful in collecting these amounts. Further changes in policy or adverse determinations may result in increases in denied claims and outstanding receivables. In addition, if our appeals are unsuccessful and/or there are further policy changes, we may be unable to continue to provide the same types of services that are represented by these disputed types of claims in the future.

In April 2006, CMS issued a notice of proposed rulemaking, which includes the first significant changes to the Inpatient Prospective Payment System (“IPPS”) since its implementation in 1983. The IPPS is the Medicare payment system for inpatient hospital services. Under this proposal, CMS would assign payment values for most inpatient hospital services in a manner that is based on weighted averages of national hospital costs for providing the services, rather than the current method, which is based on a weighted average of hospital charges for such services. The resulting changes, if enacted as proposed, could place further downward pressure on prices paid by acute care hospitals to KCI for our products used for inpatient services.

Due to the increased scrutiny and publicity of increasing health care costs, we may be subject to future assessments or studies by CMS, FDA, or other agencies, which could lead to other changes in their reimbursement policies that adversely affect our business. In this regard, we were informed in November 2004 that CMS intends to evaluate the clinical efficacy, functionality and relative cost of the V.A.C. system and a variety of other medical devices to determine whether they should be included in a competitive bidding process. The results of the assessment could potentially be used by CMS or other payers as a basis to reduce pricing or reimbursement for the V.A.C., which would have an adverse impact on our financial condition and results of operations.

The Office of the Inspector General (“OIG”) of the Department of Health & Human Services (“HHS”) has initiated a study on NPWT for 2006. The OIG Office of Evaluations and Inspections evaluates effectiveness and efficiency of a wide range of programs of HHS. We have participated in similar studies in the past on other product lines. As part of the current study, the OIG has requested copies of our billing records for Medicare V.A.C. placements. KCI submitted all copies as requested and plans to cooperate fully with any and all future requests associated with these evaluations. In the event we are unable to satisfy the OIG in connection with this study, our prior billings could be subject to claims audits, which could result in further audits and/or demands by third-party payers for refunds or recoupments of amounts previously paid to us. The results of this study could also factor into determinations of the inherent reasonableness of our V.A.C. pricing, to what extent our V.A.C. therapy will be subject to the competitive bidding process and to other Medicare and third-party payer determinations on coverage or reimbursement.

If we are unable to develop new generations of V.A.C. and therapeutic surface products and enhancements to existing products, we may lose market share as our existing patent rights begin to expire over time.

Our success is dependent upon the successful development, introduction and commercialization of new generations of products and enhancements to existing products. Innovation in developing new product lines and in developing enhancements to our existing V.A.C. and therapeutic surfaces products is required for us to grow and compete effectively. Our new and enhanced products may extend the uses and benefits for which our current products are intended or approved. Over time, our existing foreign and domestic patent protection in both the V.A.C. and therapeutic surfaces businesses will begin to expire, which could allow competitors to adopt our older unprotected technology into competing product lines. If we are unable to continue developing proprietary product enhancements to V.A.C. systems and therapeutic surfaces products that effectively make older products obsolete, we may lose market share in our existing lines of business. In addition, if we fail to develop new lines of products, we will not be able to penetrate new markets. Innovation in enhancements and new products requires significant capital commitments and investments on our part, which we may be unable to recover.

If our future operating results do not meet our expectations or those of the equity research analysts covering us, the trading price of our common stock could fall dramatically.

We have experienced and expect to continue to experience fluctuations in revenue and earnings for a number of reasons, including:

     - the level of acceptance of our V.A.C. systems by customers and physicians;
     - the type of indications that are appropriate for V.A.C. use and the percentages of wounds that are good
        candidates for V.A.C. therapy;
     - clinical studies that may be published regarding the efficacy of V.A.C. therapy, including studies published
        by our competitors in an effort to challenge the efficacy of the V.A.C.;
     - developments or any adverse determination in our pending litigation;
     - third-party government or private reimbursement policies with respect to V.A.C. treatment and competing
        products; and
     - new or enhanced competition in our primary markets.

We believe that the trading price of our common stock is based, among other factors, on our expected rates of growth in revenue and earnings per share. If we are unable to realize growth rates consistent with our expectations or those of the analysts covering us, we would expect to realize a decline in the trading price of our stock. Historically, domestic V.A.C. unit growth has been somewhat seasonal with a slowdown in V.A.C. rentals beginning in the fourth quarter and continuing into the first quarter, which we believe is caused by year-end clinical treatment patterns. The adverse effects in our business arising from seasonality may become more pronounced in future periods as the market for the V.A.C. systems matures and V.A.C. growth rates decrease.

Because our staffing and operating expenses are based on anticipated revenue levels, and because a high percentage of our costs are fixed, even small decreases in revenue or delays in the recognition of revenue could cause significant variations in our operating results from quarter to quarter. In the short term, we do not have the ability to adjust spending in a time-effective manner to compensate for any unexpected revenue shortfall, which also could cause a significant decline in the trading price of our stock.

Failure of any of our randomized and controlled studies or a third-party study or assessment to demonstrate V.A.C. therapy's clinical efficacy may reduce physician usage or put pricing pressures on V.A.C. and cause our V.A.C. revenue to decline.

For the past several years, we have been conducting a number of clinical studies designed to test the efficacy of V.A.C. across targeted wound types. A successful clinical trial program is necessary to maintain and increase sales of V.A.C. products, in addition to supporting and maintaining third-party reimbursement of the product in the United States and abroad, particularly in Europe and Canada. If, as a result of poor design, implementation or otherwise, a clinical trial conducted by us or others fails to demonstrate statistically significant results supporting the efficacy or cost effectiveness of V.A.C. therapy, physicians may elect not to use V.A.C. therapy as a treatment in general, or for the type of wound in question. Furthermore, in the event of an adverse clinical trial, V.A.C. therapy may not achieve “standard-of-care” designations for the wound types in question, which could deter the adoption of V.A.C. in those wound types or others. If we are unable to develop a body of statistically significant evidence from our clinical trial program, whether due to adverse results or the inability to complete properly designed studies, domestic and international public and private payers could refuse to cover V.A.C. therapy, limit the manner in which they cover V.A.C. therapy, or reduce the price they are willing to pay or reimburse for V.A.C. therapy.

We may be subject to claims audits that could harm our business and financial results.

As a health care supplier, we are subject to extensive government regulation, including laws regulating reimbursement under various government programs. The billing, documentation and other practices of health care suppliers are subject to scrutiny, including claims audits. To ensure compliance with Medicare regulations, contractors, such as the DMACs, which serve as the government's agents for the processing of claims for products sold for home use, periodically conduct audits and request medical records and other documents to support claims submitted by us for payment of services rendered to our customers. Because we are a DME supplier, those audits involving home use include review of patient claims records. Such audits can result in delays in obtaining reimbursement and denials of claims for payment submitted by us. In addition, the government could demand significant refunds or recoupments of amounts paid by the government for claims which are determined by the government to be inadequately supported by the required documentation.

In addition, private payers may also conduct routine audits, such as one conducted by Michigan Blue Cross. We reviewed a preliminary report of their findings and filed a response in December 2004 and are currently negotiating on specific claims. Although no abusive or fraudulent practices were identified by the payer, it is unclear what refunds or recoupments will be expected based on claims reviews. KCI will have appeal rights with regard to any such determinations.

Because we depend upon a limited group of suppliers and, in some cases, exclusive suppliers for products essential to our business, we may incur significant product development costs and experience material delivery delays if we lose any significant supplier, which could materially impact our rental and sales of V.A.C. systems and disposables.

We obtain some of our finished products and components from a limited group of suppliers. In particular, we rely exclusively on Avail Medical Products, Inc. for the manufacture and packaging of our V.A.C. disposables. V.A.C. therapy cannot be administered without the appropriate use of our V.A.C. units in conjunction with the related V.A.C. disposables. Total V.A.C. rental and sales revenue represented approximately 77% of our total revenue for the first six months of 2006, of which sales of V.A.C. disposables represented approximately 23%. Accordingly, a shortage of V.A.C. disposables would inevitably cause our revenue to decline and, if material or continued, a shortage may also reduce our market position.

We have a long-term evergreen supply agreement with Avail through October 2008, which automatically extends for additional twelve-month periods in October of each year, unless either party gives notice to the contrary. We require Avail to maintain duplicate manufacturing facilities, tooling and raw material resources for the production of our disposables in different locations to decrease the risk of supply interruptions from any single Avail manufacturing facility. However, should Avail or Avail’s suppliers fail to perform in accordance with their agreement and our expectations, our supply of V.A.C. disposables could be jeopardized, which could negatively impact our V.A.C. revenue. The terms of the supply agreement provide that key indicators be provided to us that would alert us to Avail's inability to perform under the agreement. We maintain an inventory of disposables sufficient to support our business for approximately seven weeks in the United States and nine weeks in Europe. However, in the event that we are unable to replace a shortfall in supply, our revenue could be negatively impacted in the short term.

Avail relies exclusively on Foamex International, Inc. for the supply of foam used in the V.A.C. disposable dressings. In 2005, Foamex filed for Chapter 11 bankruptcy reorganization. While in bankruptcy, Foamex could breach or terminate its purchase orders with Avail, reject, delay or refuse to fulfill Avail orders, cease production of the foam necessary for our V.A.C. products, or sell production to a third-party. Any of these outcomes could jeopardize Avail’s supply of foam and hence our supply of V.A.C. disposables. Similarly, we contract exclusively with Noble Fiber Technologies, LLC for the supply of specialized silver-coated foam for use in our line of silver dressings. In the event that Noble experiences manufacturing interruptions, our supply of silver V.A.C. dressings could be jeopardized. We are in the process of identifying other suppliers that could provide inventory to meet our needs in the event that Foamex is unable to fulfill our requirements for V.A.C. disposables. If we are required but unable to timely procure an alternate source for this foam at an appropriate cost, our ability to obtain the raw material resources required for our V.A.C. disposables could be compromised, which would have a material adverse effect on our entire V.A.C. business.

We could be subject to governmental investigations under the federal False Claims Act, the Anti-Kickback Statute, the Stark Law or similar state laws.

There are numerous rules and requirements governing the submission of claims for payment to federal health care programs. If we fail to adhere to these requirements in any material respects, the government could allege that claims we have submitted for payment violate the federal False Claims Act (“FCA”), which generally prohibits the making of false statements to the government to receive payment. Violation of the criminal FCA can result in imprisonment of five years, a fine of up to $250,000 for an individual or $500,000 for an organization, up to three times the amount of the improper payment and exclusion from participating in federal and state health care programs. Imposition of such penalties or exclusions would result in a significant loss of reimbursement and may have a material adverse effect on our financial condition.

Recently, the federal government has significantly increased investigations of medical device manufacturers with regard to alleged kickbacks to physicians who use and prescribe their products. The federal Anti-Kickback Statute is a criminal statute that prohibits the offering, payment, solicitation or receipt of remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, for (1) the referral of patients or arranging for the referral of patients to receive services for which payment may be made in whole or in part under a federal or state health care program; or (2) the purchase, lease, order, or arranging for the purchase, lease or order of any good, facility, service or item for which payment may be made under a federal or state health care program. Generally, courts have taken a broad interpretation of the scope of the Anti-Kickback Statute. The criminal sanctions for a conviction under the Anti-Kickback Law are imprisonment for not more than five years, a fine of not more than $25,000 or both, for each incident or offense, although under 18 U.S.C. Section 3571, this fine may be increased to $250,000 for individuals and $500,000 for organizations. If a party is convicted of a criminal offense related to participation in the Medicare program or any state health care program, or is convicted of a felony relating to health care fraud, the secretary of the United States Department of Health and Human Services is required to bar the party from participation in federal health care programs and to notify the appropriate state agencies to bar the individual from participation in state health care programs. Imposition of such penalties or exclusions would result in a significant loss of reimbursement and may have a material adverse effect on our financial condition and results of operations.

Federal authorities have also increased enforcement with regard to the federal physician self-referral and payment prohibitions (commonly referred to as the "Stark Law"). The Stark Law generally forbids, absent qualifying for one of the exceptions, a physician from making referrals for the furnishing of any "designated health services," for which payment may be made under the Medicare or Medicaid programs, to any “entity” with which the physician (or an immediate family member) has a "financial relationship." DME items are designated health services. Our arrangements with physicians who prescribe our products, including arrangements whereby physicians serve as speakers and consultants for KCI, could implicate the Stark Law. In the case of a prohibited financial relationship between a physician and KCI, the physician may not order Medicare or Medicaid covered DME from us, and we may not present a claim for Medicare or Medicaid payment for such items. Penalties for Stark Law violations include denial of payments for items provided pursuant to a prohibited order, civil monetary penalties of up to $15,000 for each illegal referral and up to $100,000 for any scheme designed to circumvent the Stark Law requirements. Prosecution under the Stark Law could have a material adverse impact on our financial condition and results of operations.

In some cases, Anti-Kickback Statute or Stark Law violations may also be prosecuted under the FCA, which increases potential liability. Even the assertion of a violation under any of these provisions could have a material adverse effect on our financial condition and results of operations.

Recent federal cuts to state administered health care programs, particularly Medicaid, have also increased enforcement activity at the state level under both federal and state laws. In July 2006, CMS released its initial comprehensive Medicaid Integrity Plan, a national strategy to detect and prevent Medicaid fraud and abuse. This new program will work to identify, recover and prevent inappropriate Medicaid payments through increased review of suppliers of Medicaid services. KCI could be subjected to such reviews in any number of states. Such reviews could result in demands for refunds or assessments of penalties against KCI, which could have a material adverse impact on its financial condition and operating results.

We are subject to numerous laws and regulations governing the health care industry, and non-compliance with such laws, as well as changes in such laws or future interpretations of such laws, could reduce demand for and limit our ability to distribute our products and could cause us to incur significant compliance costs.

There are widespread legislative efforts to control health care costs in the United States and abroad, which we expect will continue in the future. Recent publicity has highlighted the need to control health care spending at the federal (Medicare) and state (Medicaid) levels. We believe this pressure will intensify over time. For example, the enactment of the Medicare Modernization Act eliminated annual payment increases on the V.A.C. system for the foreseeable future and called for implementation of a competitive bidding program. These legislative efforts could negatively impact demand for our products.

Substantially all of our products are subject to regulation by the FDA and its foreign counterparts. Complying with FDA requirements and other applicable regulations imposes significant costs and expenses on our operations. If we fail to comply with applicable regulations, we could be subject to enforcement sanctions, our promotional practices may be restricted, and our marketed products could be subject to recall or otherwise impacted. In addition, new FDA guidance and new and amended regulations that regulate the way we do business may occasionally result in increased compliance costs. Recently, the FDA published notice of its intent to implement new dimensional requirements for hospital bed side rails that may require us to change the size of openings in new side rails for some of our surface products. Over time, related market demands might also require us to retrofit products in our existing rental fleet, and more extensive product modifications might be required if FDA decides to eliminate certain exemptions in their proposed guidelines. Regulatory authorities in Europe and Canada have also recently adopted the revised standard, IEC 60601, requiring labeling and electro-magnetic compatibility modifications to several product lines in order for them to remain state-of-the-art. Listing bodies in the U.S. are expected to adopt similar revised standards in 2010. Each of these revised standards will entail increased costs relating to compliance with the new mandatory requirements.

We are also subject to various federal and state laws pertaining to health care fraud and abuse, including prohibitions on the submission of false claims and the payment or acceptance of kickbacks or other remuneration in return for the purchase or lease of our products. The United States Department of Justice and the Office of the Inspector General of the United States Department of Health and Human Services have launched enforcement initiatives, which specifically target the long-term care, home health and DME industries. Sanctions for violating these laws include criminal penalties and civil sanctions, including fines and penalties, and possible exclusion from the Medicare, Medicaid and other federal health care programs.

In addition, we are subject to various environmental laws and regulations both within and outside the United States affecting the use of substances in our manufacturing and sterilization processes. Compliance with such laws can entail substantial cost and any failure to comply could result in substantial fines, penalties and delays in marketing the affected products.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 23, 2006, we held our Annual Meeting of Shareholders. At the meeting, our shareholders elected the following individuals to serve as our directors:

Class A Directors:	For	Withheld

Woodrin Grossman	64,621,794	2,666,735


Class B Directors:	For	Withheld

N. Colin Lind	63,640,377	3,648,152
C. Thomas Smith	64,147,579	3,140,950
Donald E. Steen	64,410,223	2,878,306

Our shareholders further approved and authorized the ratification of the appointment of Ernst & Young LLP as our independent accountants for the fiscal year ended December 31, 2006. With respect to this matter, 64,746,110 shares were voted in favor of ratification, 2,540,924 shares were voted against, and 1,495 shares abstained.

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ITEM 5. OTHER INFORMATION

On April 1, 2006, the Compensation Committee of the Board of Directors of KCI approved, pursuant to the terms of KCI's 2004 Equity Plan, grants of restricted stock to KCI's President and Chief Executive Officer, Mr. Dennert O. Ware, totaling 50,000 shares of KCI’s common stock (collectively, the "Awards"). The restrictions on the Awards will lapse pursuant to terms and performance milestones set forth by the Compensation Committee. These terms and milestones relate to required levels of shareholder return, long-term succession planning and successor selection. In the event the designated milestones are realized, vesting of certain Awards may continue beyond termination of employment. The Awards are made pursuant to the form of restricted stock award agreement previously approved by the Board of Directors and shareholders, a copy of which is attached as Exhibit 10.1 hereto.

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ITEM 6. EXHIBITS

A list of all exhibits filed or included as part of this quarterly report on form 10-Q is as follows:

Exhibits	Description

3.1	Restated Articles of Incorporation (with Amendments) of KCI(1).
3.2	Third Amended and Restated By-laws of KCI(2).
10.1	Form of KCI 2004 Equity Plan Restricted Stock Award Agreement
10.2	Form of KCI 2004 Equity Plan Non-Qualified Stock Option Agreement
10.3	Form of KCI 2004 Equity Plan Restricted Stock Unit Award Agreement
10.4	Form of KCI 2004 Equity Plan International Restricted Stock Unit Award Agreement
10.5	Form of KCI 2004 Equity Plan International Stock Option Agreement
31.1	Certification of the Principal Executive Officer (pursuant to section 302 of the Sarbanes-Oxley Act of 2002)
	dated August 8, 2006.
31.2	Certification of the Principal Financial Officer (pursuant to section 302 of the Sarbanes-Oxley Act of 2002)
	dated August 8, 2006.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section
	1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 dated August 8, 2006.



	(1) Filed as an exhibit to the Registration Statement on Form S-1 filed on February 2, 2004.
	(2) Filed as an exhibit to the Registration Statement on Form S-1 filed on May 28, 2004.

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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.

KINETIC CONCEPTS, INC.
(REGISTRANT)

Date:      August 8, 2006                                                     By:      /s/  DENNERT O. WARE
                                                                                                Dennert O. Ware
                                                                                                President and Chief Executive Officer
                                                                                                (Duly Authorized Officer)

Date:      August 8, 2006                                                     By:      /s/  MARTIN J. LANDON
                                                                                                Martin J. Landon
                                                                                                Senior Vice President and Chief Financial Officer
                                                                                                (Principal Financial and Accounting Officer)

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INDEX OF EXHIBITS

Exhibits	Description

3.1	Restated Articles of Incorporation (with Amendments) of KCI(1).
3.2	Third Amended and Restated By-laws of KCI(2).
10.1	Form of KCI 2004 Equity Plan Restricted Stock Award Agreement
10.2	Form of KCI 2004 Equity Plan Nonqualified Stock Option Agreement
10.3	Form of KCI 2004 Equity Plan Restricted Stock Unit Award Agreement
10.4	Form of KCI 2004 Equity Plan International Restricted Stock Unit Award Agreement
10.5	Form of KCI 2004 Equity Plan International Stock Option Agreement
31.1	Certification of the Principal Executive Officer (pursuant to section 302 of the Sarbanes-Oxley Act of 2002)
	dated August 8, 2006.
31.2	Certification of the Principal Financial Officer (pursuant to section 302 of the Sarbanes-Oxley Act of 2002)
	dated August 8, 2006.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section
	1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 dated August 8, 2006.



	(1) Filed as an exhibit to the Registration Statement on Form S-1 filed on February 2, 2004.
	(2) Filed as an exhibit to the Registration Statement on Form S-1 filed on May 28, 2004.

EX-31 2 r2qtr2006exhibit31_1.htm Exhibit 31.1

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
(PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Dennert O. Ware, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Kinetic Concepts, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

   (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles; and

   (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

   (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

   (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

   (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:       August 8, 2006

                                                                                             /s/ DENNERT O. WARE
                                                                                            Dennert O. Ware
                                                                                            President and Chief Executive Officer

EX-31 3 r2qtr2006exhibit31_2.htm Exhibit 31.2

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
(PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Martin J. Landon, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kinetic Concepts, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 8, 2006

                                                                                             /s/ MARTIN J. LANDON
                                                                                            Martin J. Landon
                                                                                            Senior Vice President and Chief Financial Officer

EX-32 4 r2q2006exhibit32_1.htm Exhibit 32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kinetic Concepts, Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Dennert O. Ware, as Chief Executive Officer of the Company, and Martin J. Landon, as Chief Financial Officer of the Company, each certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, respectively, that (1) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents in all material respects the financial condition and results of operations of the Company.

Date: August 8, 2006

                       /s/ DENNERT O. WARE
                       Dennert O. Ware
                       President and Chief Executive Officer

                      /s/ MARTIN J. LANDON
                      Martin J. Landon
                      Senior Vice President and Chief Financial Officer

EX-10 5 rexhibit10_1rsaa.htm Exhibit 10.1

Exhibit 10.1

Award Number:
Grantee Name:

FORM OF KINETIC CONCEPTS, INC.
2004 EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made and entered into as of _______________, 200__ (the “Date of Grant”), by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and [_________________________] (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2004 Equity Plan (the “Plan”). Where the context permits, references to the Company or any of its Subsidiaries or affiliates shall include the successors to the foregoing.

Pursuant to the Plan, the Administrator has determined that the Grantee is to be granted Restricted Stock, subject to the terms and conditions set forth in the Plan and herein, and hereby grants such Restricted Stock.

1. Grant of Restricted Stock. The Company hereby grants to the Grantee [_______] shares of Restricted Stock (the "Award") on the terms and conditions set forth in this Award Agreement and as otherwise provided in the Plan.

2. Terms and Conditions of Award. The Award shall be subject to the following terms, conditions and restrictions:

                  (a)     Restrictions. Restricted Stock and any interest therein, may not be sold,
                            transferred, pledged, hypothecated, assigned or otherwise disposed of,
                            except by will or the laws of descent and distribution, during the
                            Restricted Period. Any attempt to dispose of any Restricted Stock in
                            contravention of any such restrictions (the "Restrictions") shall be null
                            and void and without effect.

                  (b)     Certificate; Restrictive Legend. The Grantee agrees that any certificate
                            issued for Restricted Stock prior to the lapse of any outstanding
                            restrictions relating thereto shall be inscribed with the following legend:

                            THIS CERTIFICATE AND THE SHARES OF STOCK
                            REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
                            CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND
                            RESTRICTIONS AGAINST TRANSFER (THE "RESTRICTIONS"),
                            CONTAINED IN THE KINETIC CONCEPTS, INC. 2004 EQUITY
                            PLAN AND THE RESTRICTED STOCK AWARD AGREEMENT
                            ENTERED INTO BETWEEN THE REGISTERED OWNER AND
                            THE COMPANY. ANY ATTEMPT TO DISPOSE OF
                            THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS,
                            INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER,
                            PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL
                            AND VOID AND WITHOUT EFFECT.

                  (c)     Rights as a Shareholder. Subject to the restrictions set forth in the Plan
                            and this Award Agreement, including the Restrictions set forth in
                            Paragraphs 2(a) and 2(d), during the Restricted Period, the Grantee shall
                            possess all incidents of ownership with respect to the Restricted Stock
                            granted hereunder, including the right to receive dividends with respect
                            to such Restricted Stock (provided however, that any dividends paid in
                            property other than cash shall be subject to the same restrictions that
                            apply to the underlying Restricted Stock) and the right to vote such
                            Restricted Stock.

                  (d)     Lapse of Restrictions. Except as may otherwise be provided herein, the
                            Restrictions on transfer set forth in Paragraph 2(a) shall lapse subject to
                            the terms and conditions and in the manner set forth in Appendix A
                            attached hereto.

                                 Promptly after each lapse of Restrictions relating to the Restricted
                            Stock without forfeiture, and provided that the Grantee shall have
                            complied with his or her obligations under Paragraph 2(f) hereof, the
                            Company shall issue to the Grantee or the Grantee's personal
                            representative a stock certificate representing a number of Shares, free
                            of the restrictive legend described in Paragraph 2(b), equal to the
                            number of Shares of Restricted Stock with respect to which such
                            restrictions have lapsed. If certificates representing such Restricted
                            Stock shall have theretofore been delivered to the Grantee, such
                            certificates shall be returned to the Company, complete with any
                            necessary signatures or instruments of transfer prior to the issuance by
                            the Company of such unlegended Shares.

(e) Effect of Conduct Constituting Cause; Termination of Employment or
Service; or Change in Control.

                            (i)     If at any time (whether before or after termination of employment
                                     or service) the Administrator determines that the Grantee has
                                     engaged in conduct that would constitute Cause for termination,
                                     the Administrator may provide for the immediate forfeiture of the
                                     Award (including any securities, cash or other property issued
                                     upon settlement of the Award), whether or not the Restrictions on
                                     the Shares of Restricted Stock have lapsed. Any such
                                     determination by the Administrator shall be final, conclusive and
                                     binding on all persons.

                           (ii)     If the Grantee’s employment with or service to the Company, any
                                     Subsidiary or affiliate thereof, terminates for any reason during
                                     the Restricted Period, the Grantee shall immediately forfeit any
                                     rights to the Shares of Restricted Stock with respect to which the
                                     Restrictions have not lapsed and shall have no further rights
                                     thereto.

                         (iii)     Upon the occurrence of a Change in Control, Restrictions on all
                                     outstanding Restricted Stock shall immediately lapse, unless the
                                     Award is either assumed or an equitable substitution is made
                                     therefor. In addition, if the Grantee’s employment with or service
                                     to the Company, any Subsidiary or affiliate thereof is terminated
                                     other than for Cause within 24 months following a Change in
                                     Control, Restrictions on all outstanding Restricted Stock with
                                     respect to which the Restrictions have not lapsed shall
                                     immediately lapse.

                  (f)     Taxes. Pursuant to Section 14 of the Plan, the Company (or Subsidiary
                           or affiliate, as the case may be) has the right to require the Grantee to
                           remit to the Company (or Subsidiary or affiliate, as the case may be) in
                           cash an amount sufficient to satisfy any federal, state and local tax
                           withholding requirements related to the Award. With the approval of
                           the Administrator, the Grantee may satisfy the foregoing requirement by
                           electing to have the Company withhold from delivery Shares or by
                           delivering Shares, in each case, having a value equal to the aggregate
                           required minimum tax withholding to be collected by the Company or
                           any Subsidiary or affiliate thereof. Such Shares shall be valued at their
                           Fair Market Value on the date on which the amount of tax to be withheld
                           is determined. Fractional share amounts shall be settled in cash.

The Grantee shall promptly notify the Company of any election made
pursuant to Section 83(b) of the Code.

3. Adjustments. The Award and all rights and obligations under this Award Agreement are subject to Section 5 of the Plan.

4. Notice. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be given by personal delivery, facsimile, first class mail, certified or registered with return receipt requested. Any notice required or permitted to be delivered hereunder shall be deemed to have been duly given on the date which it is personally delivered or, whether actually received or not, on the third business day after mailing or 24 hours after transmission by facsimile to the respective parties named below.

                      If to the Company:          Kinetic Concepts, Inc.
                                                              Attn.: Chief Financial Officer
                                                              8023 Vantage Drive
                                                              San Antonio, TX 78230
                                                              Phone: (210) 255-6456
                                                              Fax: (210) 255-6125

                      If to the Grantee:             [Name of Grantee]
                                                              [Address]
                                                              ______________________
                                                              Facsimile: _____________

Either party may change such party’s address for notices by duly giving notice pursuant hereto.

5. Compliance with Laws.

                  (a)     Shares shall not be issued pursuant to the Award granted hereunder
                           unless the issuance and delivery of such Shares pursuant thereto shall
                           comply with all relevant provisions of law, including, without
                           limitation, the Securities Act of 1933, as amended, the Exchange Act
                           and the requirements of any stock exchange upon which the Shares may
                           then be listed, and shall be further subject to the approval of counsel for
                           the Company with respect to such compliance. The Company shall be
                           under no obligation to effect the registration pursuant to the Securities
                           Act of 1933, as amended, of any interests in the Plan or any Shares to be
                           issued hereunder or to effect similar compliance under any state laws.

                  (b)     All certificates for Shares delivered under the Plan shall be subject to
                           such stock-transfer orders and other restrictions as the Administrator
                           may deem advisable under the rules, regulations, and other requirements
                           of the Securities and Exchange Commission, any stock exchange upon
                           which the Shares may then be listed, and any applicable federal or state
                           securities law, and the Administrator may cause a legend or legends to
                           be placed on any such certificates to make appropriate reference to such
                           restrictions. The Administrator may require, as a condition of the
                           issuance and delivery of certificates evidencing Shares pursuant to the
                           terms hereof, that the recipient of such Shares make such agreements
                           and representations as the Administrator, in its sole discretion, deems
                           necessary or desirable.

6. Protections Against Violations of Agreement. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Shares underlying the Award by any holder thereof in violation of the provisions of this Award Agreement, the Plan or the Articles of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any such Shares on its books nor will any such Shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

7. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of the Award Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

8. Governing Law. The Award Agreement shall be governed by and construed according to the laws of the State of Texas without regard to its principles of conflict of laws.

9. Incorporation of the Plan. The Plan, as it exists on the date of the Award Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Award Agreement shall be subject to all terms and conditions of the Plan. In the event of any conflict between the provisions of the Award Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The term “Section” generally refers to provisions within the Plan (except where denoted otherwise) and the term “Paragraph” shall refer to a provision of this Award Agreement.

10. Amendments. This Award Agreement may be amended or modified at any time, but only by an instrument in writing signed by each of the parties hereto.

11. Agreement Not a Contract of Employment. Neither the Plan, the granting of the Award, the Award Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to be employed by, or to provide services as a director, consultant or advisor to, the Company, any Subsidiary or affiliate thereof for any period of time or at any specific rate of compensation.

12. Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and the Award Agreement. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.

13. Binding Effect. The Award Agreement shall apply to and bind the Grantee and the Company and their respective permitted assignees or transferees, heirs, legatees, executors, administrators and legal successors.

14. Tax Representation. The Grantee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Award Agreement. The Grantee is relying solely on such advisors and not on any statement or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Award Agreement.

15. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Award Agreement. Grantee has read and understands the terms and provisions thereof, and accepts the Award subject to all the terms and conditions of the Plan and the Award Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed and delivered the Award Agreement on the day and year first above written.

KINETIC CONCEPTS, INC.

                                                           By:
                                                           Name:
                                                           Title:

                                                           GRANTEE

                                                           Signature:
                                                           Name:
                                                           Address:

                                                           Telephone:
                                                           Social Security No.:

	Number of Shares
Date of Grant	of Restricted Stock

SEE APPENDIX A FOR SCHEDULE OF LAPSE OF RESTRICTIONS.

APPENDIX A

[This Appendix sets forth the procedure for determining whether and when the Restrictions on the Award will lapse. The Restrictions on the Award will lapse according to the following schedule, subject to acceleration as described below:]

Lapse Date,	Portion of Award with respect to which
Anniversary of Grant Date	Restricted Lapse
2010	1/3
2011	1/3
2012	1/3

Performance Based Acceleration

[Acceleration of lapsing is based on the Company’s performance against the prior fiscal year’s Consolidated Financial Metric (“CFM”) for the Company, which will be calculated by the Compensation Committee in accordance with the Company’s Annual Incentive Bonus Guidelines (the “AIB”). For each 25% increase in the CFM over the prior fiscal year’s CFM, lapsing of Restrictions will be accelerated by 1 year for the entire Award, as follows:

% Improvement	First Lapse Date,	Second Lapse Date	Third Lapse Date
over prior year's CFM	Anniv. of Grant Date	Anniv. of Grant Date	Anniv. of Grant Date
25%	2009	2010	2011
50%	2008	2009	2010
75%	2007	2008	2009

The Compensation Committee will determine the Company’s CFM performance against the prior fiscal year’s CFM on a quarterly basis at the next regularly scheduled Board meeting following the end of each fiscal quarter. The CFM will be calculated in the same manner as under the AIB, with such adjustments for special and non-recurring items as the Compensation Committee deems appropriate. The quarterly CFM measurement will be made based on performance over the last twelve months ending with the coinciding fiscal quarter. If a CFM target is achieved after the date to which lapsing would be accelerated, then the Restrictions on the corresponding portion of the Award will lapse on the date that the Compensation Committee makes the determination that the CFM target has been achieved.]

[Acceleration of lapsing will be based on the following performance criteria, as determined by the Compensation Committee of the Board of Directors. Shares may be subject to complete forfeiture and vesting may ensue after employee's services cease.]

EX-10 6 rexhibit10_2nsoa.htm Exhibit 10.2

Exhibit 10.2

Option Number:
Optionee Name:

FORM OF KINETIC CONCEPTS, INC.
2004 EQUITY PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT (the “Option Agreement”) is made and entered into as of _______________, 200__ (the “Date of Grant”), by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and [_________________________] (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2004 Equity Plan (the “Plan”). Where the context permits, references to the Company or any of its Subsidiaries or affiliates shall include the successors to the foregoing.

Pursuant to the Plan, the Administrator has determined that the Optionee is to be granted an option (the “Option”) to purchase Shares, subject to the terms and conditions set forth in the Plan and herein, and hereby grants such Option.

1. Number of Shares and Exercise Price. The Option entitles the Optionee to purchase [_______] Shares (the “Option Shares”) at a price of [______] per share (the “Option Exercise Price”).

2. Option Term. The term of the Option and of the Option Agreement (the “Option Term”) shall commence on the Date of Grant and, unless the Option is previously terminated pursuant to Paragraph 5 below, shall terminate upon the expiration of ten (10) years from the Date of Grant (the “Expiration Date”). As of the Expiration Date, all rights of the Optionee hereunder shall terminate.

          3.     Conditions of Exercise.

                  (a)     Subject to Paragraph 5 below, the Option shall become vested and
                            exercisable as to 25% of the Option Shares on the first anniversary of
                            the Date of Grant, and as to an additional 25% of the Option Shares on
                            each of the three succeeding anniversaries of Date of Grant, provided
                            that the Optionee has been continuously employed by or providing
                            services to the Company or any Subsidiary or affiliate through each
                            such date.

                  (b)     Except as otherwise provided herein, the right of the Optionee to
                            purchase Option Shares with respect to which the Option has become
                            exercisable and vested may be exercised in whole or in part at any time
                            or from time to time prior to the Expiration Date; provided, however,
                            that the Option may not be exercised for a fraction of a Share.

4. Method of Exercise. This Option may be exercised, in whole or in part, by means of any online broker-assisted exercise procedure approved by the Administrator, or by delivery of a written notice of exercise to the Company in such form as may be approved by the Administrator from time to time and which may be obtained from the Company’s Equity Accounting and Administration department, accompanied by payment in full of the aggregate Option Exercise Price which may be made (i) in cash or by check, (ii) to the extent permitted by applicable law, by means of any cash or cashless exercise procedure through the use of a brokerage arrangement approved by the Administrator, (iii) in the form of unrestricted Shares already owned by the Optionee for at least six months on the date of surrender to the extent the unrestricted Shares have a Fair Market Value on the date of surrender equal to the aggregate Option Exercise Price of the Shares as to which such Option shall be exercised, or (iv) any combination of the foregoing.

5. Effect of Conduct Constituting Cause; Termination of Employment or
Service; or Change in Control.

                  (a)     If at any time (whether before or after termination of employment or
                            service) the Administrator determines that the Optionee has engaged in
                            conduct that would constitute Cause, the Administrator may provide for
                            the immediate forfeiture of the Option (including any securities, cash or
                            other property issued upon exercise or other settlement of the Option),
                            whether or not vested. Any such determination by the Administrator
                            shall be final, conclusive and binding on all persons.

                  (b)     If the Optionee’s employment with or service to the Company, any
                            Subsidiary or affiliate thereof, terminates for any reason other than for
                            Cause, the Option, to the extent vested and exercisable as of the date of
                            such termination, shall expire 30 days following the date of such
                            termination (180 days in case of termination of employment or service
                            due to death or Disability) and the Option, to the extent not vested and
                            exercisable as of the date of such termination, shall expire as of such
                            date. Notwithstanding the foregoing, if the Optionee’s employment
                            with or service to the Company, any Subsidiary or affiliate thereof
                            terminates for Cause, the Option, whether or not vested or exercisable,
                            shall expire as of the date of such termination. The Option shall not be
                            exercisable after the Expiration Date.

                  (c)     Upon the occurrence of a Change in Control, any portion of the Option
                            that is outstanding at such time shall become fully and immediately
                            vested and exercisable, unless the Option is either assumed or an
                            equitable substitution is made therefore. In addition, if the Optionee’s
                            employment with or service to the Company, any Subsidiary or affiliate
                            thereof is terminated other than for Cause within 24 months following a
                            Change in Control, any portion of the Option that is outstanding at such
                            time shall become fully and immediately vested and exercisable.

6. Adjustments. The Option and all rights and obligations under this Option
Agreement are subject to Section 5 of the Plan.

7. Nontransferability of Option. Except by will or under the laws of descent and distribution and as set forth in the following two sentences, the Optionee may not sell, transfer, pledge or assign the Option, and, during the lifetime of the Optionee, only the Optionee may exercise the Option. Notwithstanding the foregoing, during the Optionee’s lifetime, the Administrator may, in its sole discretion, permit the transfer, assignment or other encumbrance of the Option. Additionally, subject to the approval of the Administrator and to any conditions that the Administrator may prescribe, the Optionee may, upon providing written notice to the Company, elect to transfer the Option (i) to members of his or her Immediate Family, provided that no such transfer may be made in exchange for consideration, (ii) by instrument to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the Optionee, or (iii) pursuant to a qualified domestic relations order within the meaning of Section 414(p) of the Code or any similar instrument, to the extent permitted by applicable law. Any attempted sale, transfer, pledge, assignment, encumbrance or other disposition of the Option contrary to the provisions hereof shall be null and void and without effect.

8. Notice. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be given by personal delivery, facsimile, first class mail, certified or registered with return receipt requested. Any notice required or permitted to be delivered hereunder shall be deemed to have been duly given on the date which it is personally delivered or, whether actually received or not, on the third business day after mailing or 24 hours after transmission by facsimile to the respective parties named below.

                      If to the Company:           Kinetic Concepts, Inc.
                                                               Attn.: Chief Financial Officer
                                                               8023 Vantage Drive
                                                               San Antonio, TX 78230
                                                               Phone: (210) 255-6456
                                                               Fax: (210) 255-6125

                      If to the Optionee:           [Name of Optionee]
                                                               [Address]
                                                               ______________________
                                                               Facsimile: _____________

Either party may change such party’s address for notices by duly giving notice pursuant hereto.

9. Withholding Requirements. Pursuant to Section 14 of the Plan, the Company (or Subsidiary or affiliate, as the case may be) has the right to require the Optionee to remit to the Company (or Subsidiary or affiliate, as the case may be) in cash an amount sufficient to satisfy any federal, state and local tax withholding requirements related to the exercise of the Option. With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering Shares, in each case, having a value equal to the aggregate required minimum tax withholding to be collected by the Company or any Subsidiary or affiliate thereof. Such Shares shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash.

         10.     Compliance with Laws.

                  (a)     Shares shall not be issued pursuant to the exercise of the Option granted
                            hereunder unless the exercise of such Option and the issuance and
                            delivery of such Shares pursuant thereto shall comply with all relevant
                            provisions of law, including, without limitation, the Securities Act of
                            1933, as amended, the Exchange Act and the requirements of any stock
                            exchange upon which the Shares may then be listed, and shall be further
                            subject to the approval of counsel for the Company with respect to such
                            compliance. The Company shall be under no obligation to effect the
                            registration pursuant to the Securities Act of 1933, as amended, of any
                            interests in the Plan or any Shares to be issued hereunder or to effect
                            similar compliance under any state laws.

                  (b)     All certificates for Shares delivered under the Plan shall be subject to
                            such stock-transfer orders and other restrictions as the Administrator
                            may deem advisable under the rules, regulations, and other
                            requirements of the Securities and Exchange Commission, any stock
                            exchange upon which the Shares may then be listed, and any applicable
                            federal or state securities law, and the Administrator may cause a legend
                            or legends to be placed on any such certificates to make appropriate
                            reference to such restrictions. The Administrator may require, as a
                            condition of the issuance and delivery of certificates evidencing Shares
                            pursuant to the terms hereof, that the recipient of such Shares make
                            such agreements and representations as the Administrator, in its sole
                            discretion, deems necessary or desirable.

11. Protections Against Violations of Agreement. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Option Shares by any holder thereof in violation of the provisions of this Option Agreement or the Articles of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any of such Option Shares on its books nor will any of such Option Shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

12. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of the Option Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

13. Governing Law. The Option Agreement shall be governed by and construed according to the laws of the State of Texas without regard to its principles of conflict of laws.

14. Incorporation of the Plan. The Plan, as it exists on the date of the Option Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Option and this Option Agreement shall be subject to all terms and conditions of the Plan. In the event of any conflict between the provisions of the Option Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The term “Section” generally refers to provisions within the Plan; provided, however, the term “Paragraph” shall refer to a provision of this Option Agreement.

15. Amendments. This Option Agreement may be amended or modified at any time, but only by an instrument in writing signed by each of the parties hereto.

16. Rights as a Shareholder. Neither the Optionee nor any of the Optionee’s successors in interest shall have any rights as a shareholder of the Company with respect to any Option Shares until the Optionee has given written notice of exercise, has paid in full for such Shares, and has satisfied the requirements in Section 14 and 15(b) of the Plan.

17. Agreement Not a Contract of Employment. Neither the Plan, the granting of the Option, the Option Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Optionee has a right to continue to be employed by, or to provide services as a director, consultant or advisor to, the Company, any Subsidiary or affiliate thereof for any period of time or at any specific rate of compensation.

18. Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and the Option Agreement. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.

19. Binding Effect. The Option Agreement shall apply to and bind the Optionee and the Company and their respective permitted assignees or transferees, heirs, legatees, executors, administrators and legal successors.

20. Tax Representation. The Optionee has reviewed with his or her own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Option Agreement. The Optionee is relying solely on such advisors and not on any statement or representations of the Company or any of its agents. The Optionee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Option Agreement.

21. Acceptance. The Optionee hereby acknowledges receipt of a copy of the Plan and this Option Agreement. Optionee has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and the Option Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed and delivered the Option Agreement on the day and year first above written.

KINETIC CONCEPTS, INC.

                                                           By:
                                                           Name:
                                                           Title:

                                                           OPTIONEE

	Number of
	Shares Subject	Option
Date of Grant	To Option	Excercise Price	Expiration Date

___________	_________	____________	_____________

EX-10 7 rexhibit10_3srsua.htm Exhibit 10.3

Exhibit 10.3

Award Number:
Grantee Name:

FORM OF KINETIC CONCEPTS, INC.
2004 EQUITY PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made and entered into as of _______________, 200__ (the “Date of Grant”), by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and [_________________________] (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2004 Equity Plan (the “Plan”). Where the context permits, references to the Company or any of its Subsidiaries or affiliates shall include the successors to the foregoing.

Pursuant to the Plan, the Administrator has determined that the Grantee is to be granted Restricted Stock Units, subject to the terms and conditions set forth in the Plan and herein, and hereby grants such Restricted Stock Units. Each Restricted Stock Unit represents a hypothetical Common Share and will, at all times the Award Agreement is in effect, be equal in value to one Common Share.

1. Grant of Restricted Stock Units. The Company hereby grants to the Grantee [_______] Restricted Stock Units (the "Award") on the terms and conditions set forth in the Award Agreement and as otherwise provided in the Plan.

2. Terms and Conditions of Award. The Award shall be subject to the following terms, conditions and restrictions:

                  (a)     Vesting. TheRestricted Stock Units shall vest at such time or times,
                           and/or upon the occurrence of such events as are set forth in Appendix A
                           hereto.

                  (b)     Nontransferability. Restricted Stock Units and any interest therein, may
                            not be sold, transferred, pledged, hypothecated, assigned or otherwise
                            encumbered or disposed of, except by will or the laws of descent and
                            distribution, to the extent applicable. Any attempt to dispose of any
                            Restricted Stock Units in contravention of any such restrictions shall be
                            null and void and without effect.

                  (c)     Rights as a Shareholder. Restricted Stock Units represent only
                            hypothetical shares; therefore, the Grantee is not entitled to any of the
                            rights or benefits generally accorded to stockholders with respect
                            thereto, except upon vesting, to the extent provided in Paragraph 2(d).

                  (d)     Benefit Upon Vesting. Upon the vesting of a Restricted Stock Unit, the
                            Grantee shall be entitled to receive, within 30 days of the date on which
                            such Restricted Stock Unit vests, an amount in cash, Shares or a
                            combination of the foregoing, as determined by the Administrator in its
                            sole discretion equal, per Restricted Stock Unit, to the sum of (1) the
                            Fair Market Value of a Share on the date on which such Restricted Stock
                            Unit vests and (2) the aggregate amount of cash dividends paid with
                            respect to a Share during the period commencing on the Date of Grant
                            and terminating on the date on which such unit vests.

(e) Effect of Conduct Constituting Cause; Termination of Employment o
Service; or Change in Control.

                           (i)     If at any time (whether before or after termination of employment
                                     or service) the Administrator determines that the Grantee has
                                     engaged in conduct that would constitute Cause for termination,
                                     the Administrator may provide for the immediate forfeiture of the
                                     Award (including any securities, cash or other property issued
                                     upon settlement of the Award), whether or not the Restricted Stock
                                     Units have vested. Any such determination by the Administrator
                                     shall be final, conclusive and binding on all persons.

                          (ii)     If the Grantee’s employment with or service to the Company and
                                     any Subsidiary terminates for any reason, then the Grantee shall
                                     immediately forfeit any rights to the Restricted Stock Units that
                                     have not vested as of the date of termination, if any, the Grantee
                                     shall have no further rights thereto and such Restricted Stock Units
                                    shall immediately terminate; provided that if a Subsidiary ceases to
                                    be a Subsidiary of the Company, then, as of such date of cessation,
                                    the Grantee's employment with or service to the Subsidiary shall
                                    be deemed to have terminated.

                         (iii)     Upon the occurrence of a Change in Control, all unvested
                                     Restricted Stock Units shall immediately vest, unless the Award is
                                     either assumed or an equitable substitution is made therefor. In
                                     addition, if the Grantee’s employment with or service to the
                                     Company and any Subsidiary thereof is terminated other than for
                                     Cause within 24 months following a Change in Control, all
                                     outstanding unvested Restricted Stock Units shall immediately
                                     vest.

                  (f)     Taxes. Pursuant to Section 14 of the Plan, the Company (or Subsidiary
                           or affiliate, as the case may be) has the right to require the Grantee to
                           remit to the Company (or Subsidiary or affiliate, as the case may be) in
                           cash an amount sufficient to satisfy any federal, state and local tax
                           withholding requirements related to the Award. With the approval of
                           the Administrator, the Grantee may satisfy the foregoing requirement by
                           electing to have the Company withhold from delivery Shares (to the
                           extent applicable) or by delivering Shares, in each case, having a value
                           equal to the aggregate required minimum tax withholding to be collected
                           by the Company or any Subsidiary or affiliate thereof. Such Shares shall
                           be valued at their Fair Market Value on the date on which the amount of
                           tax to be withheld is determined. Fractional share amounts shall be
                           settled in cash.

3. Adjustments. The Award and all rights and obligations under the Award Agreement are subject to Section 5 of the Plan.

4. Notice. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be given by personal delivery, facsimile, first class mail, certified or registered with return receipt requested. Any notice required or permitted to be delivered hereunder shall be deemed to have been duly given on the date that it is personally delivered or, whether actually received or not, on the third business day after mailing or 24 hours after transmission by facsimile to the respective parties named below.

                      If to the Grantee:            [Name of Grantee]
                                                              [Address]
                                                              ______________________
                                                              Facsimile: _____________

Either party may change such party’s address for notices by duly giving notice pursuant hereto.

5. Compliance with Laws.

                  (a)     Shares (to the extent payable hereunder) shall not be issued pursuant to
                           the Award granted hereunder unless the issuance and delivery of such
                           Shares pursuant thereto shall comply with all relevant provisions of law,
                           including, without limitation, the Securities Act of 1933, as amended,
                           the Exchange Act and the requirements of any stock exchange upon
                           which the Shares may then be listed, and shall be further subject to the
                           approval of counsel for the Company with respect to such compliance.
                           The Company shall be under no obligation to effect the registration
                           pursuant to the Securities Act of 1933, as amended, of any interests in
                           the Plan or any Shares to be issued hereunder or to effect similar
                           compliance under any state laws.

                  (b)     All certificates for Shares delivered under the Plan (to the extent
                           applicable) shall be subject to such stock-transfer orders and other
                           restrictions as the Administrator may deem advisable under the rules,
                           regulations, and other requirements of the Securities and Exchange
                           Commission, any stock exchange upon which the Shares may then be
                           listed, and any applicable federal or state securities law, and the
                           Administrator may cause a legend or legends to be placed on any such
                           certificates to make appropriate reference to such restrictions. The
                           Administrator may require, as a condition of the issuance and delivery of
                           certificates evidencing Shares pursuant to the terms hereof, that the
                           recipient of such Shares make such agreements and representations as
                           the Administrator, in its sole discretion, deems necessary or desirable.

6. Protections Against Violations of Agreement. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Shares underlying the Award by any holder thereof in violation of the provisions of the Award Agreement, the Plan or the Articles of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any such Shares on its books nor will any such Shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

8. Governing Law. The Award Agreement shall be governed by and construed according to the laws of the State of Texas without regard to its principles of conflict of laws.

9. Incorporation of the Plan. The Plan, as it exists on the date of the Award Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and the Award Agreement shall be subject to all terms and conditions of the Plan. In the event of any conflict between the provisions of the Award Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The term “Section” generally refers to provisions within the Plan (except where denoted otherwise); provided, however, the term “Paragraph” shall refer to a provision of the Award Agreement.

10. Amendments. The Award Agreement may be amended or modified at any time, but only by an instrument in writing signed by each of the parties hereto.

14. Tax Representation. The Grantee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by the Award Agreement. The Grantee is relying solely on such advisors and not on any statement or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Award Agreement.

15. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and the Award Agreement. Grantee has read and understands the terms and provisions thereof, and accepts the Award subject to all the terms and conditions of the Plan and the Award Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed and delivered the Award Agreement on the day and year first above written.

KINETIC CONCEPTS, INC.

                                                                By:
                                                                Name:
                                                                Title:

                                                                GRANTEE

                                                                Signature:
                                                                Name:
                                                                Address:

                                                                Telephone No.:
                                                                Social Security No.:

	Number of
Date of Grant	Restricted StockUnits

___________	_________________

APPENDIX A

Lapse Date,	Portion of Award with respect to which
Anniversary of Grant Date	Restricted Lapse
2010	1/3
2011	1/3
2012	1/3

Performance Based Acceleration

% Improvement	First Lapse Date,	Second Lapse Date	Third Lapse Date
over prior year's CFM	Anniv. of Grant Date	Anniv. of Grant Date	Anniv. of Grant Date
25%	2009	2010	2011
50%	2008	2009	2010
75%	2007	2008	2009

[Acceleration of lapsing will be based on the following performance criteria, as determined by the Compensation Committee of the Board of Directors. Restricted Stock Units may be subject to complete forfeiture and vesting may ensue after employee's services cease.]

EX-10 8 rexhibit10_4irsuaa.htm Exhibit 10.4

Exhibit 10.4

Award Number:
Grantee Name:

FORM OF KINETIC CONCEPTS, INC.
2004 EQUITY PLAN
INTERNATIONAL RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Plan, the Administrator has determined that the Grantee is to be granted Restricted Stock Units, subject to the terms and conditions set forth in the Plan and herein, and hereby grants such Restricted Stock Units. Each Restricted Stock Unit represents a hypothetical Common Share and will, at all times as the Award Agreement is in effect, be equal in value to one Common Share.

2. Terms and Conditions of Award. The Award shall be subject to the following terms, conditions and restrictions:

                  (a)     Vesting. The Restricted Stock Units shall vest at such time or times,
                           and/or upon the occurrence of such events as are set forth in Appendix A
                           hereto. ¹

                  (b)     Nontransferability. Restricted Stock Units and any interest therein, may
                            not be sold, transferred, pledged, hypothecated, assigned or otherwise
                            encumbered or disposed of, except by will or the laws of descent and
                            distribution, to the extent applicable. Any attempt to dispose of any
                            Restricted Stock Units in contravention of any such restrictions shall be
                            null and void and without effect.

________________________
¹ Pursuant to the terms of the Plan, a registered Stock Unit cannot vest earlier than three years following the Date of Grant, provided that if vesting is conditioned on satisfying performance goals, the Restricted Stock Unit can vest earlier than three years following the Date of rant, but not earlier than one year following the Date of Grant.

                  (d)     Benefit Upon Vesting. Upon the vesting of a Restricted Stock Unit, the
                            Grantee shall be entitled to receive, within 30 days of the date on which
                            such Restricted Stock Unit vests, an amount in cash, Shares or a
                            combination of the foregoing, as determined by the Administrator in its
                            sole discretion equal, per Restricted Stock Unit, to the sum of (1) the
                            Fair Market Value of a Share on the date on which such Restricted
                            Stock Unit vests and (2) the aggregate amount of cash dividends paid
                            with respect to a Share during the period commencing on the Date of
                            Grant and terminating on the date on which such unit vests.

(e) Effect of Conduct Constituting Cause; Termination of Employment or
Service; or Change in Control.

                            (i)     If at any time (whether before or after termination of employment
                                    or service) the Administrator determines that the Grantee has
                                    engaged in conduct that would constitute Cause for termination,
                                    consistent with local law and regulations, the Administrator may
                                    provide for the immediate forfeiture of the Award (including any
                                    securities, cash or other property issued upon settlement of the
                                    Award), whether or not the Restricted Stock Units have vested,
                                    consistent with local law and regulations. Any such determination
                                    by the Administrator shall be final, conclusive and binding on all
                                    persons.

                          (ii)     If the Grantee’s active employment with or service to the Company
                                    and any Subsidiary or affiliate terminates for any reason, then the
                                    Grantee shall immediately forfeit any rights to the Restricted Stock
                                    Units that have not vested as of the date of termination, if any, the
                                    Grantee shall have no further rights theretoand such Restricted
                                    Stock Units shall immediately terminate; provided that if a
                                    Subsidiary or affiliate ceases to be a Subsidiary or affiliate of the
                                    Company, then, as of such date of cessation, the Grantee's
                                    employment with or service to the Subsidiary or affiliate shall be
                                    deemed to have terminated; and further provided that if Grantee
                                    transfers from the Company to its Subsidiary or affiliate or from
                                    one of the Company’s Subsidiaries or affiliates to another, such
                                    transfer shall not constitute a termination of employment for
                                    purposes of the vesting of the Award, unless otherwise determined
                                    by the Administrator.

                         (iii)     Upon the occurrence of a Change in Control, all unvested
                                    Restricted Stock Units shall immediately vest, unless the Award is
                                    either assumed or an equitable substitution is made therefor. In
                                    addition, if the Grantee’s employment with or service to the
                                    Company and any Subsidiary thereof is terminated other than for
                                    Cause within 24 months following a Change in Control, all
                                    outstanding unvested Restricted Stock Units shall immediately
                                    vest.

(f) Taxes In Connection With the Grant or Vesting of the Award.

                           (i)     Pursuant to Section 14 of the Plan, the Company (or Subsidiary or
                                    affiliate, as the case may be) has the right to require the Grantee to
                                    remit to the Company (or Subsidiary or affiliate, as the case may
                                    be) in cash an amount sufficient to satisfy Grantee’s income tax,
                                    social insurance, payroll tax, payment on account or other tax
                                    related withholding (“Tax-Related Items”) related to the Award.
                                    Regardless of any action the Company (or Subsidiary or affiliate)
                                    takes with respect to any or all Tax-Related Items, the Grantee has
                                    the ultimate liability for all Tax-Related Items legally due by the
                                    Grantee and remains responsible for payment of same. The
                                    Company or Subsidiary (or affiliate): (1) makes no representations
                                    or undertakings regarding the treatment of any Tax-Related Items
                                    in connection with any aspect of the Award, including the grant
                                    and vesting of the Restricted Stock Unit, and the subsequent sale of
                                    Shares acquired pursuant to the Award and the receipt of any
                                    dividends or dividend equivalents; and (2) does not commit to
                                    structure the terms of the grant or any aspect of the Award to
                                    reduce or eliminate the Grantee’s liability for Tax-Related Items.

                          (ii)     In the event that the Company or Subsidiary (or affiliate) is
                                    required to withhold any Tax-Related Item as a result of the grant
                                    or vesting of the Restricted Stock Units, or subsequent sale of
                                    Shares or receipt of dividends or dividend equivalents, the Grantee
                                    shall pay or make adequate arrangements satisfactory to the
                                    Company and/or the Subsidiary (or affiliate) to satisfy all
                                    withholding and payment on account obligations of the Company
                                    and/or the Subsidiary (or affiliate). With the approval of the
                                    Administrator and if permissible under local law, the Grantee may
                                    elect to have the Company withhold from delivery Shares or
                                    deliver Shares, in each case, having a value equal to the aggregate
                                    required minimum Tax-Related Items withholding to be collected
                                    by the Company or any Subsidiary or affiliate thereof. Such
                                    Shares shall be valued at their Fair Market Value on the date on
                                    which the amount of tax to be withheld is determined. The
                                    Grantee agrees to allow the Company and/or the Subsidiary (or
                                    affiliate) to withhold all applicable Tax-Related Items legally
                                    payable by the Grantee from the Grantee’s wages or other cash
                                    compensation paid to the Grantee by the Company and/or the
                                    Subsidiary (or affiliate) or from the proceeds of the sale of the
                                    Shares. Alternatively, or in addition, with the approval of the
                                    Administrator and if permissible under local law, to the extent that
                                    Grantee is not able to otherwise pay the Tax-Related Items
                                    withholding, the Grantee agrees that, the Company may sell or
                                    arrange for the sale of Shares that the Grantee acquires to meet the
                                    withholding obligation for Tax-Related Items; and/or withhold
                                    Shares, provided that the Company withholds only the amount of
                                    Shares necessary to satisfy the minimum withholding amount.
                                    Finally, the Grantee shall pay to the Company or the Subsidiary (or
                                    affiliate) any amount of Tax-Related Items that the Company or
                                    the Subsidiary (or affiliate) may be required to withhold as a result
                                    of the Grantee’s participation in the Plan or the Grantee’s Award
                                    that cannot be satisfied by the means previously described. The
                                    Company may refuse to deliver the Shares if the Grantee fails to
                                    comply with the Grantee’s obligations in connection with the Tax
                                    Related Items as described in this paragraph.

3. Adjustments. The Award and all rights and obligations under the Award Agreement are subject to Section 5 of the Plan.

4. Notice. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be given by personal delivery, facsimile, first class mail, certified or registered with return receipt requested. Any notice required or permitted to be delivered hereunder shall be deemed to have been duly given on the date that it is personally delivered or, whether actually received or not, on the fifth business day after depositing in the post or 24 hours after transmission by facsimile to the respective parties named below.

                      If to the Company:           Kinetic Concepts, Inc.
                                                               Attn.: Chief Financial Officer
                                                               8023 Vantage Drive
                                                               San Antonio, TX 78230
                                                               U.S.A.
                                                               Phone: 1-(210) 255-6456
                                                               Fax: 1-(210) 255-6125

                      If to the Grantee:              [Name of Grantee]
                                                               [Address]
                                                               ______________________
                                                               Facsimile: _____________

Either party may change such party’s address for notices by duly giving notice pursuant hereto.

5. Compliance with Laws.

                  (a)     Shares (to the extent payable hereunder) shall not be issued pursuant to
                            the Award granted hereunder unless the issuance and delivery of such
                            Shares pursuant thereto shall comply with all relevant provisions of law,
                            including, without limitation, the U.S. Securities Act of 1933, as
                            amended, the U.S. Exchange Act and the requirements of any stock
                            exchange upon which the Shares may then be listed, and any applicable
                            local laws, and shall be further subject to the approval of counsel for the
                            Company with respect to such compliance. The Company shall be
                            under no obligation to effect the registration pursuant to the U.S.
                            Securities Act of 1933, as amended, of any interests in the Plan or any
                            Shares to be issued hereunder or to effect similar compliance under any
                            state laws.

                  (b)     All certificates for Shares delivered under the Plan (to the extent
                            applicable) shall be subject to such stock-transfer orders and other
                            restrictions as the Administrator may deem advisable under the rules,
                            regulations, and other requirements of the U.S. Securities and Exchange
                            Commission, any stock exchange upon which the Shares may then be
                            listed, and any applicable federal, state or local securities law, and the
                            Administrator may cause a legend or legends to be placed on any such
                            certificates to make appropriate reference to such restrictions. The
                            Administrator may require, as a condition of the issuance and delivery
                            of certificates evidencing Shares pursuant to the terms hereof, that the
                            recipient of such Shares make such agreements and representations as
                            the Administrator, in its sole discretion, deems necessary or desirable.

6. Protections Against Violations of Agreement. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Shares underlying the Award by any holder thereof in violation of the provisions of the Award Agreement, the Plan or the Articles of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any such Shares on its books nor will any such Shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

7. Nature of Award.

                  (a)     The Plan is established voluntarily by the Company, it is discretionary
                            in nature and it may be modified, amended, suspended or terminated by
                            the Company at any time, unless otherwise provided in the Plan and this
                            Award Agreement;

                  (a)     The grant of the Award is voluntary and occasional and does not create
                            any contractual or other right to receive future grants of Restricted
                            Stock Units, or benefits in lieu of Restricted Stock Units, even if
                            Restricted Stock Units have been granted repeatedly in the past;

(c) All decisions with respect to future grants of Restricted Stock Units, if
any, will be at the sole discretion of the Company;

(d) Participation in the Plan is voluntary;

                  (e)     The Award is an extraordinary item that does not constitute
                            compensation of any kind for services of any kind rendered to the
                            Company or the Subsidiary (or affiliate), and which is outside the scope
                            of the Grantee’s employment contract, if any;

                  (f)     The Award is not a part of normal or expected compensation or salary
                           for any purposes, including, but not limited to, calculating any
                           severance, resignation, termination, redundancy, end of service
                           payments, bonuses, long-service awards, pension or retirement benefits
                           or similar payments;

                  (g)     In consideration of the grant of the Award, no claim or entitlement to
                            compensation or damages shall arise from termination of the Award or
                            diminution in value of the Award resulting from termination of the
                            Grantee’s active employment by the Company or the Subsidiary (or
                            affiliate) (for any reason whatsoever and whether or not in breach of
                            local labor laws) and the Grantee shall release the Company and the
                            Subsidiary (or affiliate) from any such claim that may arise; if,
                            notwithstanding the foregoing, any such claim is found by a court of
                            competent jurisdiction to have arisen, then, by signing this Award
                            Agreement, the Grantee shall be deemed irrevocably to have waived the
                            Grantee’s entitlement to pursue such claim; and

                  (h)     Notwithstanding any terms or conditions of the Plan to the contrary, in
                            the event of involuntary termination of the Grantee’s employment
                            (whether or not in breach of local labor laws), the Grantee’s right to
                            receive the Award and vest in Restricted Stock Units under the Plan, if
                            any, will terminate effective as of the date that the Grantee is no longer
                            actively employed and will not be extended by any notice period
                            mandated under local law (e.g., active employment would not include a
                            period of “garden leave” or similar period pursuant to local law);
                            furthermore, in the event of involuntary termination of employment
                            (whether or not in breach of local labor laws), the Grantee’s right to vest
                            in Restricted Stock Unit after termination of employment, if any, will be
                            measured by the date of termination of the Grantee’s active employment
                            and will not be extended by any notice period mandated under local
                            law.

8. Data Privacy: The Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this document by and among, as applicable, the Company and the Subsidiary and affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.

The Grantee hereby understands that the Company and the Subsidiary (or affiliates) hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Grantee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee hereby understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired upon vesting of the Award. The Grantee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee hereby understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee hereby understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee hereby understands that the Grantee may contact the appropriate human resources representative responsible for Grantee’s country at the local or regional level.

9. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of the Award Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

10. Governing Law. The Award Agreement shall be governed by and construed according to the laws of the State of Texas without regard to its principles of conflict of laws. For purposes of litigating any dispute that arises under this Award or Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, agree that such litigation shall be conducted in the courts of San Antonio, Texas, or the federal courts for the United States for the Western District of Texas, and no other courts, where this Award grant is made and/or performed.

11. Incorporation of the Plan. The Plan, as it exists on the date of the Award Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and the Award Agreement shall be subject to all terms and conditions of the Plan. In the event of any conflict between the provisions of the Award Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The term “Section” generally refers to provisions within the Plan (except where denoted otherwise); provided, however, the term “Paragraph” shall refer to a provision of the Award Agreement.

12. Amendments. The Award Agreement may be amended or modified at any time, but only by an instrument in writing signed by each of the parties hereto.

13. Agreement Not a Contract of Employment. Neither the Plan, the granting of the Award, the Award Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to be employed by, or to provide services as a director, consultant or advisor to, the Company, any Subsidiary or affiliate thereof for any period of time or at any specific rate of compensation.

14. Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and the Award Agreement. The Administrator shall have the exclusive discretion to determine where the Grantee is no longer actively employed for purposes of the Award. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.

15. Binding Effect. The Award Agreement shall apply to and bind the Grantee and the Company and their respective permitted assignees or transferees, heirs, legatees, executors, administrators and legal successors.

16. Tax Representation. The Grantee has reviewed with his or her own tax advisors the federal, state, local and worldwide tax consequences of the transactions contemplated by the Award Agreement. The Grantee is relying solely on such advisors and not on any statement or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Award Agreement.

17. Language. If the Grantee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

18. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Award granted under and participation in the Plan or future awards that may be granted under the Plan by electronic means or to request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

19. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and the Award Agreement. Grantee has read and understands the terms and provisions thereof, and accepts the Award subject to all the terms and conditions of the Plan and the Award Agreement.

20. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Special Notice for Canadian Grantees: You understand and agree that by accepting this Award, the benefit you will receive upon the vesting of the Restricted Stock Unit will be settled in Shares only, and not in cash, not withstanding the terms of paragraph 2(d) above.

Special Notice for Italian Grantees: You understand and agree that by accepting this Award, the benefit you will receive upon the vesting of the Restricted Stock Unit will be settled in cash only, and not in Shares, notwithstanding the terms of paragraph 2(d) above.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed and delivered the Award Agreement on the day and year first above written.

KINETIC CONCEPTS, INC.

                                                                By:
                                                                Name:
                                                                Title:

                                                                GRANTEE

	Number of
Date of Grant	Restricted StockUnits

APPENDIX A

Lapse Date,	Portion of Award with respect to which
Anniversary of Grant Date	Restricted Lapse
2010	1/3
2011	1/3
2012	1/3

Performance Based Acceleration

% Improvement	First Lapse Date,	Second Lapse Date	Third Lapse Date
over prior year's CFM	Anniv. of Grant Date	Anniv. of Grant Date	Anniv. of Grant Date
25%	2009	2010	2011
50%	2008	2009	2010
75%	2007	2008	2009

EX-10 9 rexhibit10_5isoa.htm Exhibit 10.5

Exhibit 10.5

Option Number:
Optionee Name:

FORM OF KINETIC CONCEPTS, INC.
2004 EQUITY PLAN
INTERNATIONAL STOCK OPTION AGREEMENT

1. Number of Shares and Exercise Price. The Option entitles the Optionee to purchase [_______] Shares (the “Option Shares”) at a price of US$[______] per share (the “Option Exercise Price”).

3. Conditions of Exercise.

                  (a)     Subject to Paragraph 5 below, the Option shall become vested and
                            exercisable as to [25% of the Option Shares on the first anniversary of
                            the Date of Grant, and as to an additional 25% of the Option Shares on
                            each of the three succeeding anniversaries of Date of Grant, provided
                            that the Optionee has been continuously employed by or actively
                            providing services to the Company or any Subsidiary or affiliate
                            through each such date.]

4. Method of Exercise. This Option may be exercised, in whole or in part, by means of a written notice of exercise to the Company in the form attached hereto as Exhibit A, or in such other form as may be approved by the Administrator from time to time, accompanied by payment in full of the aggregate Option Exercise Price in U.S. dollars which may be made (i) in cash or by check, (ii) to the extent permitted by applicable law, by means of any cashless exercise procedure through the use of a brokerage arrangement approved by the Administrator, or (iii) any combination of the foregoing.

5. Effect of Conduct Constituting Cause; Termination of Employment or
Service; or Change in Control.

                  (a)     If at any time (whether before or after termination of employment or
                            service) the Administrator determines that the Optionee has engaged in
                            conduct that would constitute Cause, consistent with local law and
                            regulations, the Administrator may provide for the immediate forfeiture
                            of the Option (including any securities, cash or other property issued
                            upon exercise or other settlement of the Option), whether or not vested,
                            consistent with local law and regulations. Any such determination by
                            the Administrator shall be final, conclusive and binding on all persons.

                 (b)     If the Optionee’s active employment with or service to the Company,
                            any Subsidiary or affiliate thereof, terminates for any reason other than
                            for Cause, the Option, to the extent vested and exercisable as of the date
                            of such termination, shall expire 30 days following the date of such
                            termination (180 days in case of termination of employment or service
                            due to death or Disability) and the Option, to the extent not vested and
                            exercisable as of the date of such termination, shall expire as of such
                            date. Notwithstanding the foregoing, if the Optionee’s active
                            employment with or service to the Company, any Subsidiary or affiliate
                            thereof terminates for Cause, the Option, whether or not vested or
                            exercisable, shall expire as of the date of such termination. The Option
                            shall not be exercisable after the Expiration Date.

                  (d)     If Optionee transfers from the Company to its Subsidiary or affiliate or
                            from one of the Company’s Subsidiaries or affiliates to another, such
                            transfer shall not constitute a termination of employment for purposes
                            of the vesting and exercisability of the Option and the expiration of the
                            Option, unless otherwise determined by the Administrator.

6. Adjustments. The Option and all rights and obligations under this Option Agreement are subject to Section 5 of the Plan.

7. Nontransferability of Option. Except by will or under the laws of descent and distribution and as set forth in the following two sentences, the Optionee may not sell, transfer, pledge or assign the Option, and, during the lifetime of the Optionee, only the Optionee may exercise the Option. Notwithstanding the foregoing, during the Optionee’s lifetime, the Administrator may, in its sole discretion, permit the transfer, assignment or other encumbrance of the Option. Additionally, subject to the approval of the Administrator and to any conditions that the Administrator may prescribe, the Optionee may, upon providing written notice to the Company, elect to transfer the Option (i) to members of his or her Immediate Family, provided that no such transfer may be made in exchange for consideration, (ii) by instrument to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the Optionee, or (iii) pursuant to a qualified domestic relations order or any similar instrument, to the extent permitted by applicable law. Any attempted sale, transfer, pledge, assignment, encumbrance or other disposition of the Option contrary to the provisions hereof shall be null and void and without effect.

8. Notice. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be given by personal delivery, facsimile, first class mail, certified or registered with return receipt requested. Any notice required or permitted to be delivered hereunder shall be deemed to have been duly given on the date which it is personally delivered or, whether actually received or not, on the fifth day after depositing in the post or 24 hours after transmission by facsimile to the respective parties named below.

                      If to the Company:           Kinetic Concepts, Inc.
                                                               Attn.: Chief Financial Officer
                                                               8023 Vantage Drive
                                                               San Antonio, TX 78230
                                                               Phone: (210) 255-6456
                                                               Fax: (210) 255-6125

Either party may change such party’s address for notices by duly giving notice pursuant hereto.

          9.     Withholding Requirements in Connection With Option Exercises.

                  (a)     Pursuant to Section 14 of the Plan, the Company (or Subsidiary or
                            affiliate, as the case may be) has the right to require the Optionee to
                            remit to the Company (or Subsidiary or affiliate, as the case may be) in
                            cash an amount sufficient to satisfy Optionee’s income tax, social
                            insurance, payroll tax, payment on account or other tax-related
                            withholding (“Tax-Related Items”) related to the Option. Regardless of
                            any action the Company (or Subsidiary or affiliate) takes with respect to
                            any or all Tax-Related Items, the Optionee has the ultimate liability for
                            all Tax-Related Items legally due by the Optionee and remains
                            responsible for payment of same. The Company or Subsidiary (or
                            affiliate): (1) makes no representations or undertakings regarding the
                            treatment of any Tax-Related Items in connection with any aspect of the
                            Option, including the grant, vesting or exercise of the Option, the
                            subsequent sale of Shares acquired pursuant to such exercise and the
                            receipt of any dividends; and (2) does not commit to structure the terms
                            of the grant or any aspect of the Option to reduce or eliminate the
                            Optionee’s liability for Tax-Related Items.

                  (b)     The Optionee shall pay or make adequate arrangements satisfactory to
                            the Company and/or the Subsidiary (or affiliate) to satisfy all
                            withholding and payment on account obligations of the Company
                            and/or the Subsidiary (or affiliate). With the approval of the
                            Administrator and if permissible under local law, the Optionee may
                            elect to have the Company withhold from delivery Shares or deliver
                            Shares, in each case, having a value equal to the aggregate required
                            minimum Tax-Related Items withholding to be collected by the
                            Company or any Subsidiary or affiliate thereof. Such Shares shall be
                            valued at their Fair Market Value on the date on which the amount of
                            tax to be withheld is determined. The Optionee agrees to allow the
                            Company and/or the Subsidiary (or affiliate) to withhold all applicable
                            Tax-Related Items legally payable by the Optionee from the Optionee’s
                            wages or other cash compensation paid to the Optionee by the Company
                            and/or the Subsidiary (or affiliate) or from the proceeds of the sale of
                            the Shares. Alternatively, or in addition, with the approval of the
                            Administrator and if permissible under local law, to the extent that
                            Optionee is not able to otherwise pay the Tax-Related Items
                            withholding, the Optionee agrees that the Company may sell or arrange
                            for the sale of Shares that the Optionee acquires to meet the withholding
                            obligation for Tax-Related Items; and/or withhold from delivery Shares
                            having a value equal to the aggregate required minimum Tax-Related
                            Items withholding. Finally, the Optionee shall pay to the Company or
                            the Subsidiary (or affiliate) any amount of Tax-Related Items that the
                            Company or the Subsidiary (or affiliate) may be required to withhold as
                            a result of the Optionee’s participation in the Plan or the Optionee’s
                            purchase of Shares that cannot be satisfied by the means previously
                            described. The Company may refuse to honor the exercise and refuse to
                            deliver the Shares if the Optionee fails to comply with the Optionee’s
                            obligations in connection with the Tax-Related Items as described in
                            this paragraph.

         10.     Compliance with Laws.

                  (a)     Shares shall not be issued pursuant to the exercise of the Option granted
                            hereunder unless the exercise of such Option and the issuance and
                            delivery of such Shares pursuant thereto shall comply with all relevant
                            provisions of law, including, without limitation, the U.S. Securities Act
                            of 1933, as amended, the U.S. Exchange Act, the requirements of any
                            stock exchange upon which the Shares may then be listed, and the
                            applicable local laws, and shall be further subject to the approval of
                            counsel for the Company with respect to such compliance. The
                            Company shall be under no obligation to effect the registration pursuant
                            to the U.S. Securities Act of 1933, as amended, of any interests in the
                            Plan or any Shares to be issued hereunder or to effect similar
                            compliance under any state or local laws.

                  (b)     All certificates for Shares delivered under the Plan shall be subject to
                            such stock-transfer orders and other restrictions as the Administrator
                            may deem advisable under the rules, regulations, and other
                            requirements of the U.S. Securities and Exchange Commission, any
                            stock exchange upon which the Shares may then be listed, and any
                            applicable federal, state, or local securities law, and the Administrator
                            may cause a legend or legends to be placed on any such certificates to
                            make appropriate reference to such restrictions. The Administrator may
                            require, as a condition of the issuance and delivery of certificates
                            evidencing Shares pursuant to the terms hereof, that the recipient of
                            such Shares make such agreements and representations as the
                            Administrator, in its sole discretion, deems necessary or desirable.

         12.     Nature of Grant.

                  (a)     The Plan is established voluntarily by the Company, it is discretionary
                            in nature and it may be modified, amended, suspended or terminated by
                            the Company at any time, unless otherwise provided in the Plan and this
                            Option Agreement;

                  (b)     The grant of the Options is voluntary and occasional and does not create
                            any contractual or other right to receive future grants of Options, or
                            benefits in lieu of Options, even if Options have been granted
                            repeatedly in the past;

(d) Participation in the Plan is voluntary;

                  (e)     The Option is an extraordinary item that does not constitute
                            compensation of any kind for services of any kind rendered to the
                            Company or the Subsidiary (or affiliate), and which is outside the scope
                            of the Optionee’s employment contract, if any;

                  (f)     The Option is not a part of normal or expected compensation or salary
                            for any purposes, including, but not limited to, calculating any
                            severance, resignation, termination, redundancy, end of service
                            payments, bonuses, long-service awards, pension or retirement benefits
                            or similar payments;

(g) The future value of the underlying Shares is unknown and cannot be
predicted with certainty;

(h) If the underlying Shares do not increase in value, the Options will have
no value;

                  (i)     If the Optionee exercises the Option and obtains Shares, the value of
                           those Shares acquired upon exercise may increase or decrease in value,
                           even below the Option Exercise Price;

                  (j)     In consideration of the grant of the Option, no claim or entitlement to
                           compensation or damages shall arise from termination of the Option or
                           diminution in value of the Option or Shares purchased through the
                           exercise of the Option resulting from termination of the Optionee’s
                           active employment by the Company or the Subsidiary (or affiliate) (for
                           any reason whatsoever and whether or not in breach of local labor laws)
                           and the Optionee hereby releases the Company and the Subsidiary (or
                            affiliate) from any such claim that may arise; if, notwithstanding the
                           foregoing, any such claim is found by a court of competent jurisdiction
                            to have arisen, then, by signing this Option Agreement, the Optionee
                            shall be deemed irrevocably to have waived the Optionee’s entitlement
                            to pursue such claim; and

                  (k)     Notwithstanding any terms or conditions of the Plan to the contrary, in
                            the event of involuntary termination of the Optionee’s employment
                            (whether or not in breach of local labor laws), the Optionee’s right to
                            receive the Option and vest in Options under the Plan, if any, will
                            terminate effective as of the date that the Optionee is no longer actively
                            employed and will not be extended by any notice period mandated
                            under local law (e.g., active employment would not include a period of
                            “garden leave” or similar period pursuant to local law); furthermore, in
                            the event of involuntary termination of employment (whether or not in
                            breach of local labor laws), the Optionee’s right to exercise the Option
                            after termination of employment, if any, will be measured by the date of
                            termination of the Optionee’s active employment and will not be
                            extended by any notice period mandated under local law.

13. Data Privacy. The Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this document by and among, as applicable, the Company and the Subsidiary and affiliates for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.

The Optionee hereby understands that the Company and the Subsidiary (or affiliates) hold certain personal information about the Optionee, including, but not limited to, the Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Optionee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Optionee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country. The Optionee hereby understands that the Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting the Optionee’s local human resources representative. The Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Optionee may elect to deposit any Shares acquired upon exercise of the option. The Optionee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee hereby understands that the Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Optionee’s local human resources representative. The Optionee hereby understands, however, that refusing or withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee hereby understands that the Optionee may contact the human resources representative responsible for the Optionee’s country at the local or regional level.

14. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of the Option Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Governing Law. The Option Agreement shall be governed by and construed according to the laws of the State of Texas without regard to its principles of conflicts of laws as provided in the Plan. For purposes of litigating any dispute that arises under this Option or the Option Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, agree that such litigation shall be conducted in the courts of San Antonio, Texas, or the federal courts for the United States for the Western District of Texas, and no other courts, where this Option grant is made and/or performed.

16. Incorporation of the Plan. The Plan, as it exists on the date of the Option Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Option and this Option Agreement shall be subject to all terms and conditions of the Plan. In the event of any conflict between the provisions of the Option Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The term “Section” generally refers to provisions within the Plan; provided, however, the term “Paragraph” shall refer to a provision of this Option Agreement.

17. Amendments. This Option Agreement may be amended or modified at any time, but only by an instrument in writing signed by each of the parties hereto.

18. Rights as a Shareholder. Neither the Optionee nor any of the Optionee’s successors in interest shall have any rights as a shareholder of the Company with respect to any Option Shares until the Optionee has given written notice of exercise, has paid in full for such Shares, and has satisfied the requirements in Section 14 and 15(b) of the Plan.

19. Agreement Not a Contract of Employment. Neither the Plan, the granting of the Option, the Option Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Optionee has a right to continue to be employed by, or to provide services as a director, consultant or advisor to, the Company, any Subsidiary or affiliate thereof for any period of time or at any specific rate of compensation.

20. Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and the Option Agreement. The Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the Option. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.

21. Binding Effect. The Option Agreement shall apply to and bind the Optionee and the Company and their respective permitted assignees or transferees, heirs, legatees, executors, administrators and legal successors.

22. Tax Representation. The Optionee has reviewed with his or her own tax advisors the federal, state, local and worldwide tax consequences of the transactions contemplated by this Option Agreement. The Optionee is relying solely on such advisors and not on any statement or representations of the Company or any of its agents. The Optionee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Option Agreement.

23. Language. If the Optionee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

24. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under and participation in the Plan or future options that may be granted under the Plan by electronic means or to request the Optionee’s consent to participate in the Plan by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

25. Acceptance. The Optionee hereby acknowledges receipt of a copy of the Plan and this Option Agreement. Optionee has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and the Option Agreement.

26. Severability. The provisions of this Option Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed and delivered the Option Agreement on the day and year first above written.

KINETIC CONCEPTS, INC.

                                                           Signature:
                                                           Name:
                                                           Address:

                                                           Telephone:
                                                           Identification No.:

	Number of
	Shares Subject	Option
Date of Grant	To Option	Excercise Price	Expiration Date

___________	_________	____________	____________

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