At this time, I would like to welcome everyone to the HealthSouth Corporation fourth quarter and full-year 2007 earnings conference call. (Operator Instructions). It is now my pleasure to turn the floor over to your host, Jay Grinney, President and Chief Executive Officer.

Thank you, Jackie, and good morning everyone. With me on the call today are John Workman, our Chief Financial Officer; Mark Tarr, our Executive Vice President of Operations; John Whittington, our General Counsel and several other members of our senior management team. Before we begin today’s call, I’m going to ask John Whittington to read the obligatory cautionary statements.

Thank you, Jay. There are a number of disclaimers, risk factors and other cautionary statements set forth in the Form 10-K we will be filing with the SEC later today and in the press release we filed yesterday in connection with the filing of our Form 10-K. We will not review these disclaimers, risk factors, and other cautionary statements. However, we urge you to read them carefully. I would however like to highlight the following. Some of the information provided today may include certain estimates, projections, guidance and other forward-looking information that reflect our current views with respect to future events and financial performance. You are cautioned not to place undo reliance on the estimates, projections, guidance and other forward-looking information presented today, as they are based on current expectations and general assumptions that HealthSouth believes as of the date hereof are reasonable, and such forward-looking information is subject to various risk, uncertainties and other factors, many of which are beyond our control, that may cause actual results to differ materially from the views, beliefs, estimates and guidance expressed here today. All such estimates, projection, guidance and other forward-looking information speak only as of the date hereof. HealthSouth undertakes no duty to publicly update or revise such projections, guidance or other forward-looking information, whether as a result of new information, future events or otherwise.

Great, thank you John. I trust that everyone has had a chance to review our fourth quarter earnings release which we sent out last evening. You will note that in addition to summarizing the results of the fourth quarter, we also provided 2008 guidance for some key operating and financial metrics. We will cover both of these on today’s call. As you saw, we ended 2007 with a solid quarter. Volume growth, top-line growth, and EBITDA growth all create, we believe, an excellent platform and good momentum going into 2008. Our discharges in the quarter were up just under 1% compared to the fourth quarter of 2006, and showed a 1.9% sequential improvement from the third quarter of 2007. We achieve these results despite weakness in acute care admissions in some of our markets and headwinds from the 75% Rule. Specifically, we had nine hospitals that were operating under the 65% compliance threshold in the fourth quarter of 2007 compared to the 60% threshold the previous year, which created challenging year-over-year comparisons. Additionally, 67 of our hospitals were preparing to move to the 65% compliance threshold on January 1, and as a result, were forced to deny admissions to ensure they began the New Year at the correct compliance level. Fortunately, Public Law 110-173, the Medicare, Medicaid and State Children’s Health Insurance Program Extension Act of 2007, was signed into law on December 29. As you know, we were part as a company and an industry to achieve this. This law permanently sets the compliance threshold at 60% and allows comorbidities to be considered when determining a patient’s qualification status under the rule. As we have indicated previously, we regard this law as a significant positive for the company. It removed the single biggest uncertainty facing the company and our…

Thank you Jay. First I will walk through the income statement. Regarding revenues, as Jay mentioned, our inpatient revenues increased by 4.6% over last year. The fourth quarter did have the benefit of the October 1, 2007 price increase that will go away in the second through fourth quarters of 2008. Outpatient revenues were down 1.9% with 21 fewer satellites than a year ago. Regarding operating expenses, I will comment first on those that are primarily hospital-related. Salaries and benefits increased as a percent of revenue by 150 basis points over the same quarter a year ago. Merit increases to all employees other than senior officers were effective October 1, 2007 and are part of that increase. Next, combining the three captions, other operating expenses, supplies, and occupancy costs, which are all generally hospital-related, you see that these costs totaled $87.5 million this quarter versus $90.1 million a year ago. As a percent of revenue, this equates to 140 basis points decline, meaning we were largely able to offset the increase in wages in the fourth quarter of 2007. The provision for bad debts was extremely favorable compared to a year ago. Last year we had just finished converting all billing and collection activity into one new platform. Turning next to other operating expenses, general and administrative expenses included $2.5 million for 123(R) costs. Excluding this brings G&A expenses to $25.2 million or 5.7% of revenue. This amount does include some residual cost related to the divested divisions but is minimal in the $1 million to $2 million range. To achieve our goal of 4.75% of revenues by the end of 2008, we will need additional reductions of about $10 million to $12 million. The sale of the corporate campus has been announced along with organizational changes that we’re making…

Great, thank you John. Before we take questions, I want to address guidance for 2008. As a reminder, effective April 1 of this year and extending until the end of the third quarter of 2009, our Medicare pricing will be rolled back to rates similar to those we received in the third quarter of 2007. As everyone knows, this pricing rollback was a component of Public Law 110-173 and was intended to help pay for this legislation. While we anticipate this rollback will have a negative impact to our top line in the range of $25 million to $30 million in 2008, this short-term revenue hit is more than offset by the benefits of the permanently lowered compliance threshold and the inclusion of comorbidities as qualifying admissions criteria. I’d now like to direct everyone’s attention to page 4 of the earnings release so we can walk through the items that will need to be considered when evaluating our 2008 guidance. As noted on page 4, there are two non-recurring items that will affect our earnings in 2008, but not in subsequent years. The first item is approximately $8 million of consulting costs associated with our TeamWorks initiative. This expense will show up in professional fees and will be incurred in the first three quarters of 2008 on a fairly evenly distributed basis. As we’ve discussed in the past, TeamWorks is the name of our company-wide initiative of identifying best practices across a wide spectrum of operational activities and then standardizing these best practices in all of our hospitals. This $8 million is an investment in our volume-building strategies, that we believe will help us gain market share in 2008 and beyond, but will have a near-term negative EBITDA impact in 2008. The second item is approximately $10 million in accelerated…

(Operator Instructions). Your first question is from Ann Hynes - Leerink Swann.

So, on the volume growth in the quarter, I was actually surprised, it was so strong. I expected negative just because one, hospital acute care volumes were so weak, and two, you were ramping up. So what were you seeing in your markets that actually produced volume growth?

As you know, Ann, we have been focusing on taking market share for the last three years, and in the middle of 2007, we launched our TeamWorks initiative. Clearly we have a lot more hospitals to roll this out to, but we did start to see some of that improvement in the fourth quarter. And as we move into the first quarter, we are very encouraged by the results that we’re seeing.

Okay. And when you look at 2008, you look at your hospitals, they’ve been positioned to almost shrink volume to meet the criteria for the 75% Rule. And you almost have to change your entire strategy and move now from shrinkage to growth. So, how are you doing that on a hospital-to-hospital basis, and with your team, and it’s such a change from the past few years?

That is a great observation. From a cultural standpoint, that’s probably the biggest challenge that we face because as you correctly point out, the industry over the last three years with the 75% Rule has been shrinking considerably. We felt very good about the fact that we kept our head above the water, and on a relative basis, did much better than our competitors. But as we go into 2008, clearly our focus at the corporate office and definitely at the hospital level is to grow volumes to bring more patients in and to ensure that we continue to provide high quality care. We recognized back in early 2007, that either the rule was going to get changed by the end of 2007 or it wasn’t, but in either case, focusing on volume growth was going to be paramount to our long-term success. And that’s precisely why we then developed this TeamWorks initiative. I think what’s important, and it gets to the heart of your question, what’s important to keep in mind, is that this TeamWorks initiative is consultant-enhanced and facilitated, but the product is ours. What we did is we went out and we looked at about 15 hospitals across the country, we mapped in excruciating detail every step of the process of identifying a patient as a potential referral to the point that they get placed into a bed for care. Map that out, had then teams from across the company come in and break that process down into its very discrete parts and rebuild that into a HealthSouth driven, HealthSouth best-practice, which allowed us to then roll this out across all of our hospitals in a way that wasn’t a consultant saying, ‘Here’s what you’re going to do.’ It’s us saying, ‘Here’s what we can do.’ And so what we’ve seen has been incredibly gratifying that our hospitals, not only the patient care providers, but also the sales and marketing teams, the CEOs, the Chief Nursing Officers, have all embraced this notion that volume-building and bringing more patients in is really the most critical success factor that we can focus on. So, sorry for the long-winded response, but it gets to the heart of where we are going to either rise or fall over the next several years. We think it’s going to be positive. We think that the results in the first quarter are very encouraging. Six weeks a quarter doesn’t make, but we feel pretty good about the start to the year.

Okay. And just on that volume question in Q4, did you see any of your competitors maybe reduce capacity thinking the group wouldn’t be frozen or anything like that?

Not really, Ann. There may have been some isolated situations, but we really didn’t see many closures or units being taken from 20 beds down to 15 beds.

Okay.

Ann, just one other comment on that volume. As you said, this is a dynamic change that had to be made very quickly with the change in the rule of December 29. So we are ramping up and I would expect you will not see a stronger volume obviously in the first quarter as we expect to develop throughout the rest of the year. So that is a key element. Then secondly, don’t underestimate that investment in people. Obviously we can’t handle the added volumes without the people. So some of the investments that we decided to make were conscientious decisions so we had the people to handle the patient load.

All right, great, thank you.

Your next question is from Adam Feinstein - Lehman Brothers.

A couple things I just want to clarify on the guidance. You said the $8 million will show up within professional fees, but will you be breaking that out each quarter, so we can track that?

No, and there is two categories of professional fees, Adam. I’m glad you asked that question. One is the professional fees of the $25 million, which are the legal costs in pursuit of the UBS/Ernst & Young litigation, and those we would characterize as non-recurring. The TeamWorks’ fees are going to be included in an internal ledger account that is professional fees, which would include things like our audit fees to PricewaterhouseCoopers that are normal, our normal legal fees. So it will be grouped in that bucket of professional fees; that is in the other operatings expense number. But it was not our intent to break it out, but I think for lack of any other purposes, you can assume it’s fairly even throughout primarily the first three quarters of 2008.

Yes, and we’re not going to break that out. It’s really an investment that we are making. As John said, it will be evenly distributed through the first three quarters. I think you can certainly model that, but the return on that investment is going to be evidenced in our ability to get at the top end of that volume guidance range.

Okay. You had said that your goal is to add 5 to 8 hospitals per year. Within the guidance you gave for 2008 what does it incorporate in terms of those 5 to 8 hospitals? Is there a revenue impact associated with that?

There will be additional revenues and earnings from the new hospitals. We are not going to be breaking that out. Most of those are going to be either consolidations. We do have a couple of hospitals that we have launched. Those new hospitals are not going to be opening. Primarily those will be coming in through consolidations.

But we would tell you in 2008, it is a pretty minimal number Adam, in terms of the earnings perspective. And the reason we would say that is because what we are in control of is de novos.

Right.

And as you know, those take some time to build up and to add to earnings. What we can’t predict for you is, as Jay said, if there is an opportunistic acquisition of a freestanding hospital, that would be accretive to earnings in adding the EBITDA right away that would make a wise investment, we don’t have any of those built in basically at this point in time. We don’t have one yet, either.

Sure, sure. And then just with the respect to just the volume growth as noted earlier, it was a very good number. I know you had said that with just the 60% threshold getting finalized at the end of the year, we won’t see the full impact in the first quarter of 2008. But just as we think about that ramp up throughout the year here, can you just help us in terms of thinking about just the magnitude of the first half of the year relative to the second half of the year? I know you don’t like to put numbers around that, but just in terms of as we think about the revenue buildup, just want to make sure we have the seasonality correct?

I think that the seasonality will be pretty close to what we’ve seen in the past in terms of first and second quarter being stronger, third as a little weaker, and then fourth ticks up again. The first quarter we started the year and the quarter soft coming out of the Christmas holidays. And that’s clearly going to have an impact. But we’ve been very encouraged by the volume that we saw in the balance of January, the volume that we’re seeing in February. So the growth will be a little bit more at the end of the year, clearly, because we expect all of our hospitals to be out on this TeamWorks platform by the end of the third quarter. Clearly, there is going to be more of that on the tail-end, but I don’t want anybody to be thinking that the first quarter is going to be soft on volumes. We are pretty pleased with what we are seeing.

There are two questions that you asked, Adam. One was seasonality, which Jay answered, and the second one is the result of the TeamWorks and the rollout. And as we said, that will be building and being rolled out to all hospitals throughout the balance of 2008. So there are two dynamics there that are a little bit different.

Okay, great. Thank you for the clarity and great, great job here.

Your next question is from Gary Lieberman - Stanford Group.

I’m not sure if you gave it and I missed, but you’ve given it in the past. I was hoping you could give some numbers around the compliant case growth. I guess you’ve used what you call the presumptive method in the past?

We actually didn’t give that in part because, now we’re looking at the total volume picture. But in the quarter, it looks like we are up about 5%; excuse me, that was for the third quarter because remember there is a quarter lag. We were up 5% and the rest of the industry exclusive of HealthSouth and using the UDS data system, which I think we’ve talked about that in the past, about 65% plus or minus of all of the other IRFs, was down 2%. Back in 2007 we started presenting compliant case on a UDS basis. And we were up 5%, while the rest of the industry was down 2%.

And any guess where the compliant growth would have been in the fourth quarter?

My guess is that compliant case growth in the fourth quarter might have been a little bit softer than that, but probably not a whole lot.

The delta to the industry would have probably remained similar but I think, as Jay talked about, Gary, you understand, is that for now we’re focused on volume.

Yes.

We are frozen at 60% so that was more important as we were thinking about ramping up to 75%, and clearly some of those may be higher billing per case, but we’re going to be focused on all volume. So we are having a directional change ourselves, but we will continue to have that information. It is not going to be as much a focus as it was in the past because of the change in the rule.

My question is, and maybe you can help me understand this. So if the fourth quarter was slightly less than where you were in the third quarter; I think second quarter you had said it was in the 6% range if I’m remembering it correctly. Your guidance for 2008 is 2% to 4% volume growth. And you also have the headwinds certainly gone with the 65% rule and you would think you would get at least some benefit as you were able to bring the hospitals that have stepped up back down to some degree. The 2% to 4% sounds extremely conservative. Am I thinking about that the right way?

Now let me come back to the UDS data because we narrowed out a subset of the UDS data. So we only narrowed out the subset of compliant case growth. If you look at that same third quarter data for HealthSouth, HealthSouth all cases including compliant was up 1% so that clearly tells you we were down in the non-compliant; the industry was down 6%. So the 1% is the overall volume growth on UDS data that HealthSouth had in the third quarter compared to the industry being down 6%. So you still got the same delta in outperforming the industry, but remember that volume growth we’re quoting is total volume growth not just compliant case growth.

Gary, we don’t think that those numbers are conservative, we think that they are realistic. And it gets to the point that we talked about with Ann just a minute ago, and I think I know everybody on this call appreciates what I’m about to say. But it’s not like we have 4 quarters or 8 quarters or 20 quarters that we can look back on and use as a basis for predicting what 2008 is going to be like, let alone 2009 and beyond. Now clearly, we have done our five-year projections and we feel very encouraged by not only the EBITDA growth that we think we’re going to be able to generate, but particularly the EPS growth rate that we think is inherent in this company and will be demonstrated out over the next several years. But as we begin this new era, I think the last thing that this management team would want and I would suspect the last thing that our shareholders would want is for us to get way out there and to try to be overly aggressive in our projections and in the guidance that we are providing. We think it’s realistic. We don’t think it’s ultra-conservative. But clearly as with any kind of guidance and any kind of metric out there, we are going to want to try to exceed those goals. But I think for where we are as a company, for where we’ve come and coming out of three years of decline, decline, decline, now we’re ready to grow. We think we’ve got the platform; we think we’ve got people motivated; we believe we have the right strategies, but we are 6 weeks into the New Year and into this new era, we think that a 2% to 4% range is very realistic. Clearly we’d all be delighted if we could exceed that.

Great, and if I could ask just one quick follow-up question on your other operating expense line, came down pretty markedly in the quarter. Could you just talk about a little about what drove it down and how we should expect that to trend in 2008?

I think that as our goal is always to try to manage the expense ratio. And so, as you saw we invested more in the people side and we incurred some unfavorable costs on salaries and wages. Part of the TeamWorks initiative is also focused on non-clinical cost, and so we are going to be striving to help recover that increased salaries and benefits through reduced other operating costs, including bad debt expense. I would tell you, I would not feel as optimistic that we will be able to do that in each succeeding quarter. I think that we were successful in the fourth quarter, but I would not expect the same rate of decline year-over-year in 2008 in those categories.

Does that $48 million include any kind of one-time benefit that won’t exist in 2008, or is that what you are targeting for on a quarterly basis for 2008?

Again, I don’t want to get into quarterly, but I would say that the items in 2007, there is really not items that are non-recurring that benefited 2007 that we should see turn the other way in 2008 relative to other operating expenses. Obviously, we expect a lower provision for bad debts and as we move forward, consistent with what we are seeing in the fourth quarter of 2007.

Is there any seasonality in that other operating expenses that drove it lower in the fourth quarter?

It typically is going to be a little bit lower in the fourth quarter.

Okay, great. Thanks a lot.

Your next question is from Kenneth Weakley – Credit Suisse. Kenneth Weakley – Credit Suisse : One question I had for you was on the outpatient side. I’m curious how sensitive outpatient rehab is to the economy. Given obviously some of the concerns out there, how does your model incorporate the overall slowing in the economy relative to the outpatient? And workers’ comp as well obviously.

I think that that’s a very good question. The bulk of our patients that we treat in our outpatient settings are actually patients who have been discharged from our hospitals and who require some level of continuing rehabilitative care. That portion frankly is not sensitive to the economy, and I think that’s certainly one of the things that we’re very pleased with, as our business tends to be non-cyclical. And that built-in volume, if you will, or the growth in overall cases that MedTag predicted is just under 2% for year, and is expected to stay at that level for the foreseeable future. Now there are patients, and it’s really at the margin, Ken, there are patients that we treat in our outpatient settings that are workers’ comp, that are the weekend warriors, the younger patients who come in, need their shoulder work done or their knee work done. But that’s a fairly small portion of the overall business that we perform. So we don’t think that it’s going to be sensitive at all.

And just one follow-up. As you know, we’ve closed quite a few of the outpatient satellites, as we’ve rationalized the base. We will continue to monitor those, because they are all tied to an inpatient hospital. We don’t expect massive closures of any nature, but there may be a few that occur even in 2008 as we evaluate those and as we evaluate the market circumstance, but it’s driven by more of the inpatient hospital, not the economy in general, as Jay said.

But I will say one thing Ken, we’re not second-guessing our decision to get out of the outpatient segment. We are glad we sold it, we are glad we sold surgery and we are glad we sold diagnostic. Kenneth Weakley – Credit Suisse : Sure. The other question I had related to the price on rollback that you mentioned earlier, and I was just curious if the commercial pays would look at the dynamic there and try to push down on pricing. I’m sure you already priced in a lot of your business for this year. I obviously don’t know the company as well, but give me a sense how commercial pricing works in your business.

It works very similar to what you see in the other segments; a lot of our business is on a per diem basis. We don’t see a correlation between the Medicare pricing and changes to that and changes in reimbursement from the commercial side. We don’t expect that there is going to be much of a change there. We believe we can get somewhere in the 3% to 5% range on a consistent basis from our managed-care portfolio. We still believe that that’s a good assumption on a go-forward basis and we haven’t seen anything thus far that would indicate that we should change our thinking on that. Kenneth Weakley – Credit Suisse : Okay, thanks so much.

Your next question is from Robert Hawkins - Stifel Nicolaus.

I’m sorry to belabor the volume issues, but I’d like to drill in a little bit further on these. You did open a few new facilities and did some consolidations in 2007, late 2006. What kind of growth results are you getting out of those facilities right now and what kind of impact are they driving for you?

In terms of the new hospitals, we have two that are ramping up − Fredericksburg and Manati − that’s down in Puerto Rico. Fredericksburg came in a little bit slow to get out of the gate, but, they have actually come on quite strong and it’s a 40-bed hospital. We’re running probably 25 to 30 average daily census in that hospital which is right on plan. Manati is a little bit behind but we expect that that’s going to be coming on later this year very nicely. In terms of the market consolidations, there were two. One was in Tucson and that has had I think a fairly decent track record. There have been ups and downs in that hospital, and in that market. Some of it is related to the partner and some of the issues there but overall that’s pretty much on target and pretty much where we expected it to be. So, I think that the hospitals that we’ve brought on, we feel very good. We’ve been able to bring them on within the context of our pro formas and plans.

Where are you seeing your greatest competition and what may be stemming some of the conservatism, your outlook on the year, not wanting to have to step out a little bit further. Is it mainly nursing home competition, hospital units? Is managed care receptivity part of it? I’m just trying to understand this a little bit better.

That is a great question. All of the above. We are seeing competitive pressure continuing from nursing homes. We don’t believe that that’s going to be an issue that we’re going to have to worry about in a disproportionate way, because we think that the quality of our care speaks for itself. Although we are certainly developing many of our marketing campaigns and brochures and the materials that we use in our sales and marketing, is designed specifically to differentiate the care that one would receive in a nursing home versus in an inpatient rehabilitation hospital. And we have found that to be pretty persuasive. Most people would just assume be in a rehabilitation hospital for two weeks than languish in a nursing home for three to five weeks. And so that’s a threat, but I think we are dealing with that very successfully and we’re certainly targeting a lot of our marketing efforts to differentiate ourselves between us and nursing homes. Other hospitals, I think there is definitely a competitive issue there but it’s really no different than what we’ve seen in the past. And again I think by differentiating ourselves from a quality standpoint, we have a broader base of programs that we can offer. We do try to focus on the neurological cases, also on stroke cases and that’s often outside of the sweet spot of what some of our competitors offer where they primarily look at some of the orthopedic cases. So, yes the competitive threats are out there, but we think we’ve been able to deal with them successfully in the past and we are very confident we will be able to continue to do so in the future.

Jay and Rob, I just want to add one thing;, one is that again the industry data has been a decline. So, it’s fair to step back and say the overall industry growth has been negative. We’ve been able to eke out positive here late in 2007. We’re expecting that to improve a little bit as we move into 2008 but clearly we are still way outperforming whatever the industry metric is including MedPAC. I don’t think it’s fair to believe that in the first quarter of 2008, the industry is all of a sudden going to turnaround from having a decrease and have a large increase where as we are committed to delivering an increase and still continue to outperform the market and we’ve set our goals outperforming in the market going forward. We step back and put it in that context and that’s why we take issue a little bit with the words of conservatism because we don’t believe that. We believe they are realistic and we believe we’re outperforming the market.

Fair enough. And then, one last question, for John, relating to how you are going to treat taxes going forward, because it weighs in on the EPS guidance. Some people will impute a tax rate even though they are non-cash taxpayer for GAAP purposes, others will just put it down as zero or put a small on state rate end.

That’s a fair point. Clearly as I said we have $2.5 billion worth of NOLs, so in my and Jay’s tenure with the company, we don’t expect to ever pay taxes. And we’ll be able to hand over to our successor the ability to not pay taxes.

Yes.

We are not analysts; we are not smart enough to be analysts. I can’t tell you how to gauge that; which way to do it, do you look at it as, there is not going to be any taxes, for the next 12 to 15 years and you look at it a little bit differently and look at EPS without a tax impact, or do you look at it and as you said, the alternative is compute a tax and then do a net present value of that and so we just look at the way it will be reported, Rob, and the way it will be reported, there will not be taxes.

Okay. So you will have a zero on that line.

Yes, the way the mathematics works for accounting is calculate a provision, but we have got a $1 billion evaluation allowance which is like a tax number, so if you gross that up, that gets you back to $2.5 billion, that gets collapsed, offset the taxes, on the same line in the income statement.

I just want to try to be able to forecast the way you were going to try to report it so it is less confusing.

That’s the main point just looking at this analysis that we have got of what you and some of your colleagues, how you are treating the NOLs and taxes, it really is across-the-board. And I think that to the extent that everyone is comfortable, we certainly are and the way we’re going to be reporting this is zero. So as everybody starts to model their go-forward assumptions, I think that that’s a very good way of modeling it.

There will be state taxes going forward, but they are fairly minimal. We have done some tax planning, I think. We used to quote $10 million to $15 million a year, we are now into the mid-single digits. Not necessarily for 2008 but going forward if that’s helpful too.

It is. Thanks, I appreciate it.

Your next question is from Kemp Dolliver - Cowen and Company.

Good morning. A couple questions, first on the development side. In the last earnings call you mentioned discussions with a potential partner in Pennsylvania and you haven’t mentioned that again. Is that particular project still alive or has that fallen by the wayside?

No, it’s definitely still alive. And, I think, it goes back to one of the comments that we’ve made in the past about the consolidations; the market consolidations are a little bit more difficult to get across the goal line only because it involves creating a partnership and making sure that the partner devotes enough time frankly to getting the deals done. We still feel comfortable with that particular one. Actually, we’ve got a couple others that we are working on. I think that the pipeline is filling up nicely. It is going to take a little bit longer to get these consolidations. That’s why we’re focusing on a balanced basis. We are putting a little more focus on the de novos than we are at the market consolidations just because, as John mentioned, we have control over that process. And we’ve filed for a certificate of need in Loudoun County, Virginia. We did that in the fourth quarter. We are also going to be announcing here in the not too distant future another CON that we are going to be filing and I think that, as we get into 2008, we are going to see an increase in our development activities.

That’s super. The next question relates to the comment around the NOL. And this is probably going to look out a few years. But once you get to a point where the balance sheet is much more normal, Jay, what are your thoughts about acquisitions of greater size at that point because you certainly don’t want to do anything just for the sake of the numbers alone. But this NOL, this unrealized source of value, if you just use it strictly from continuing operations over the next 15 years?

I couldn’t agree with you more. I’ll ask John to fill in on after I respond to the question on the acquisition because I think this is a very important point. As we look at acquisitions, there is really two buckets if you will, where we look at it. The first one is what we’ve talked about today, which is freestanding rehabilitation hospitals, that are either under a common ownership, maybe there is a small start-up company out there with 3, 4, 6 IRFs and those acquisition targets are definitely on the radar screen today and will continue to be on our radar screen. I think we are tracking and monitoring and are aware of what the market conditions are with respect to those. We will be making those investment decisions however based on what that free cash flow could be used for in other ways of investing. And clearly, we are going to be looking at deleveraging and taking down as much debt as we can. We think that the acquisitions in bucket one will play themselves out over the next two to three years. And we are very comfortable that in 2008 and 2009 our free cash flow will be using to pay down debt, we will be looking for acquisitions and we will be also looking then to do off balance sheet de novos and market consolidations. The other bucket is acquisitions of a larger scale perhaps in complementary businesses. We think that we will be ready to pursue those in earnest in late 2009 and then beginning in 2010. If something came up between now and then, you bet we’d look at it and we’d look at it from a return perspective and what’s in the best interest of the company on a long-term basis but we do believe that there is some value in getting our sea legs underneath us in engraining all of these operational initiatives into the company, growing our business organically, deleveraging the balance sheet, strengthening that balance sheet, so that we would be in a position to then go out and look at larger acquisitions. And that clearly is part of our long-range plan. We don’t believe that that is prudent to be pursuing those opportunities this year and next year and making that a top priority. But clearly we will be looking at what’s going on in the market, doing it opportunistically and then really ramping up that larger scale view towards the end of next year and in 2010.

And just dealing with the tax attributes a second, if you acquire an existing company, you’re going to get future tax deductions that obviously would go with that. If you did the acquisition through some form of equity offering, there is a provision in the tax code called Section 382, which can limit the amount of tax losses that you can offset against future taxable income. So we would have to do something to be careful not to trigger that and we are fairly close to threshold, because once you trigger over 50% and unfortunately, the convertible preferred that we issued in March of 2006 got us up close to 40%, there is not a lot of room, and if you do the financing through credit instruments, obviously you’re going to come with a lot more interest expense too and you are going find yourself back in the same spot about not creating a lot more additional taxable income. So, those are harder to structure, they have to just be very fine-tuned when you look at them.

All right. On a somewhat-related subject, what are your thoughts on your post acute expansion in this home health, hospice. I think you’ve done at least one or two pilots; can you give us an update?

Yes. On the home health, we actually have 25 markets where we have home health services that are being offered. Again most of those services are being provided to patients who have been discharged from our hospitals and in markets where we have a partnership within acute care hospital. If they have a home health agency, we are very respectful of that, and will not go into competition with our partner. We’re continuing to develop that. We are looking for new opportunities to add new home health services. Obviously in many of our markets we have certificate of need or in some cases, we actually have moratoriums on new home health agencies. But that is clearly an opportunity for us. And frankly the other area that historically we have shied away from, but we believe still has some very appealing business opportunities would be in outpacs. We own and operate 6. We believe that the three-year hiatus that was provided in Public Law 110-173, creates a unique opportunity. We’ll certainly be evaluating opportunities in that space as well. I think everybody needs to understand that really in the near-term, our focus is going to be on building our base of inpatient rehabilitation hospitals, deleveraging the balance sheet, creating a stronger balance sheet so that we can then go out and start looking for complementary services that we could bring into our platform and we clearly have that as part of our long-term plan. I hope that helps Kemp.

Yes, it does.

Your next question is from Derrick Dagnan - Avondale Partners.

Good morning. Most of my questions are answered. I just want to ask one thing on the legislative side. It seems like most of this has been put to bed but I just want to see what you guys thought about. Last year in the fall, there was talk of changing the payment for the single joint replacement hip and knee patients and setting that rate similar to the nursing home rate. And I was wondering if you’re hearing any more on that and if that’s still something that could be a risk down the road?

We have heard, and I think it was in the President Bush’s budget. But I haven’t heard or seen anybody that thinks that that budget is anything but DOA. I don’t think it’s a risk to answer your question. Clearly the level of care and the level of service provided patients, when they are in for two weeks in an inpatient rehabilitation setting is quite different than if they are in for three to five weeks in a nursing home. So it got kicked around. It was an issue. We don’t think it’s a risk on a go-forward basis.

Very good, thanks.

Your next question is from Miles Highsmith - Credit Suisse.

First is a numbers question. I’m sure I missed this somewhere, but I’m looking at the $11.1 million gain that was embedded in the fourth quarter. I’m just trying to get sense for what line that fell in?

What line are you talking about?

The $11.1 million related to additional outpatient facilities received regulatory approval during the fourth quarter of 2007.

That’s in discontinued ops, Miles. That was because on the surgery division, we had to get CON approvals in various states and as those approvals were granted, we’ve recognized any gain or loss on the sale of those facilities. So that’s what was happening in the fourth quarter. It doesn’t affect EBITDA, it doesn’t affect anything from continuing ops, that’s done in discontinued ops.

Okay. Perfect. I just wanted to make sure, and then just on the bond buybacks. Can you give us a sense anything that you’ve done in 2008 and I am just trying to remember with respect to a derivative proceed, can that go towards bond repurchases or are you’re going to have to pay down bank with that?

We have in the credit agreement two things. One is that it allows for some amounts like the tax refund happened to go against use for the reduction in the term loan. Things like the corporate campus, a portion of what will need to go for items like reduction of the term loan. Derivative proceeds isn’t as specific; what will fall into an excess cash flow calculation and a portion of that will need to go to the term loan but a portion of that will be available. I remind everybody, we have a $50 million a year basket under the credit agreement that we can buy bonds in a $100 million lifetime and we’ve bought $59 million of bonds through the state.

Okay. So just a modest amount in 2008, is that right?

No, the $59 million was through the fourth quarter of 2007.

And also through today?

No, goes through the fourth quarter of 2007.

Any comments on anything you’ve done so far in 2008?

It’s a minimal purchase in the first quarter of 2008, but the bond has gotten outside our price range.

Okay. Thanks.

We’ll take one more question and then we will wrap it up.

Your final question is from Frank Morgan - Jefferies & Company. Frank Morgan - Jefferies & Company : Good morning. First was just housekeeping. I think I know the answer but, I just want to hear you say it. I wanted to verify that your EBITDA guidance excludes the $25 million of expected litigation expenses?

It does.

Yes. Frank Morgan - Jefferies & Company : Okay, okay. Otherwise, any particular clinical diagnosis that you’ll specifically target now that the rule has been rolled back to 60% or are there any particular areas that you will specifically focus on that you had shied away from in the past?

Certainly we will continue to focus on the neurological and stroke-related conditions. We think that we’ve seen some nice progress in our efforts to market our capabilities in that area. I think it is fair to say though, Frank, that with the threshold at 60%, we may see a few more orthopedic-related patients than we have in the past, and reaching out to those orthopedic surgeons, establishing the connections again is going to be important. I do think it’s very important to emphasize − and I think everybody understands this − every patient that comes into our hospitals have to meet medical necessity. So, there are a lot of different criteria that have to be considered when determining if a patient’s going to make it in, and if they qualify for admission and certainly one of the criteria is going to be the 75% or now the 60% rule, the other is going to be medical necessity. So, when I say we are going to be looking for patients who would be orthopedic-related knees and hips, we are going to be very selective on that, we’re going to be very careful. Those patients all will meet medical necessity and we don’t anticipate a huge influx, but we do anticipate that there will be some outreach back to the orthopedic surgeons. Frank Morgan - Jefferies & Company : On the topic of medical necessity and I’ve read where the RAC pilot program is now being expanded to go in nationwide over the course of next year or so. I wonder if you have any thoughts or any updates on that? And then one final one, do you think that you can get to this 4.5% debt to EBITDA target by 2010, purely from internal free cash flow generation or would that assume some kind of recovery either from tax refunds or litigation? Thanks.

I’ll take it in reverse order. It would not be exclusively through operating cash flow; that will certainly be a component. There will be a component associated with the derivative proceeds and we still feel pretty confident in our arguments and in our case against UBS and Ernst & Young and Scrushy and we expect that that’s something that again hopefully will be resolved in 2009. In terms of the RAC audits, as you know there is really an industry-wide effort to draw attention to some of the real problems with this whole process. I think CMS understands that. I think that the early result of the RAC audits suggested that a lot of those contractors were out of control and in the final analysis we feel pretty confident that our coding capabilities and the accuracy of our coding will withstand any kind of audit. We are not taking anything for granted. We are being proactive in our hospitals. Is it an issue? Yes, it’s an issue but what business doesn’t have problems that they have to deal with. I think that it’s something that the industry is going to be pushing back pretty hard on. I think there are good opportunities to reform the process and we will certainly be part of that process. So Operator, and all of you who have participated on the call, thank you very much. We look forward to talking with you later this year on our first quarter results and then ultimately down the road, we are going to have an Investor Day probably in New York. We are not confident right now of the date. We are going to try to find something that makes sense for everybody but we do want to take some time later this year to build our story with all of you and to share with you our optimism in the future, share with you the results of the first part of this year and then use that as a platform for looking out into the future. So thank you very much, and we’ll look forward to talking with you soon.

Thank you. This concludes today’s HealthSouth Corporation fourth quarter and full-year 2007 earnings conference call.