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8-K - 8-K - Encompass Health Corpform_8k-06232010presentation.htm
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IRH
LTCH
Sites under construction
Wells Fargo Healthcare Conference
June 23-24, 2010
95  Rehabilitation Hospitals
38  Outpatient Rehab Satellite Clinics
 6 Long-Term Acute Care Hospitals
25   Hospital-Based Home Health
  Agencies
22,000 Employees
Portfolio
Largest Provider of Inpatient Rehabilitative Healthcare Services in the U.S.
Exhibit 99.1
 
 

 
Exhibit 99.1
2
Note Regarding Forward-Looking Statements
The information contained in this presentation includes certain estimates, projections and other forward-looking information
that reflect our current views with respect to future events and financial performance. These estimates, projections and other
forward-looking information are based on assumptions that HealthSouth believes, as of the date hereof, are reasonable.
Inevitably, there will be differences between such estimates and actual results, and those differences may be material.
There can be no assurance that any estimates, projections or forward-looking information will be realized. All such estimates,
projections and forward-looking information speak only as of the date hereof. HealthSouth undertakes no duty to publicly
update or revise the information contained herein.
This presentation also includes estimates and projections published by the Centers for Medicare and Medicaid Services
(“CMS”). We are not able to verify those estimates or projections or the detailed calculations thereof by CMS which are not
made public. Any changes or errors in those calculations, among other uncertainties such as those referred to below and
changes in CMS’s own rules and policies, could cause actual results to differ materially from CMS’s projections.
Furthermore, we do not believe that CMS numbers are consistent with financial reporting results. CMS data and projections
should not be used as an indication of financial performance.
You are cautioned not to place undue reliance on the estimates, projections and other forward-looking information in this
presentation as they are based on current expectations and general assumptions and are subject to various risks,
uncertainties and other factors, including those set forth in our Form 10-K for the year ended December 31, 2009, and our
Form 10-Q for the quarter ended March 31, 2010, and in other documents we previously filed with the SEC, many of which
are beyond our control, that may cause actual results to differ materially from the views, beliefs and estimates expressed
herein.
Note Regarding Presentation of Non-GAAP Financial Measures
The following presentation includes certain “non-GAAP financial measures” as defined in Regulation G under the Securities
Exchange Act of 1934. The Appendix at the end of this presentation includes reconciliations of the non-GAAP financial
measures found in the following presentation to the most directly comparable financial measures calculated and presented in
accordance with Generally Accepted Accounting Principles in the United States. Our Form 8-K, dated June 23, 2010,
provides further explanation and disclosure regarding our use of non-GAAP financial measures and should be read in
conjunction with these presentation slides.
Our SEC filings, including that Form 8-K, can be found on our website at
http://investor.healthsouth.com/.
Cautionary Statements
 
 

 
Exhibit 99.1
3
Strategy Recap
ü Priority: Reduce our leverage and strengthen our balance sheet
 - No obvious near-term debt repayment opportunities
 - 10 ¾ Senior Notes callable June 2011 at 105 ⅜
 - 2010 focus: growing Adjusted Consolidated EBITDA (1) to reduce leverage
ü Near-term: Capitalize on our market-leading position in inpatient
 rehabilitation
 - Continue to increase market share
 - Break ground on a minimum of two new rehabilitation hospitals each year
 - Acquire or joint venture a minimum of two IRFs per year
ü Longer-term: Prepare for potential expansion into complementary
 post-acute services
(1) Reconciliation to GAAP provided on slides 35 and 36.
 
 

 
Exhibit 99.1
4
FIM Gain
LOS Efficiency
LOS Efficiency = Functional gain
divided by length of stay
Source: UDSmr Database - On Demand
Reports: Q1 2010 Report
FIM Gain = Change in Functional
Independent Measurement (based
on an 18 point assessment) from
Admission to Discharge
** Average = Expected, Risk-adjusted LOS Efficiency
 * Average = Expected, Risk-adjusted FIM Change Average
Our Differentiation: High-Quality Care
 Goal: Teach patients to walk, dress, bathe, eat and
 manage daily life in the community.
 
 

 
Exhibit 99.1
5
Our Differentiation: Cost-Effective Care
CMS Fiscal Year 2010 IRF Rate Setting File Analysis (1)
 
Freestanding
(2)
Units (2)
Total
 
HealthSouth
 
Hospitals (2)
Number of IRFs
228
953
1,181
 
94
Average # of Discharges per IRF
649
237
316
 
822
Outlier Payments as % of Total
Payments
1.32%
4.08%
3.00%
 
0.43%
Average Estimated Total Payment
per Discharge for FY 2010
$16,452
$16,741
$16,626
 
$15,996
Average Estimated Cost per
Discharge for FY 2010
$14,021
$17,207
$15,945
 
$12,633
Notes:
(1)  All data provided was filtered and compiled from the Centers for Medicare and Medicaid Services (CMS) Fiscal Year 2010 IRF rate setting final
 rule file found at http://www.cms.hhs.gov/InpatientRehabFacPPS/07_DataFiles.asp#TopOfPage. The data presented was developed entirely by
 CMS and is based on its definitions which are different in form and substance from the criteria HealthSouth uses for external reporting purposes.
 Because CMS does not provide its detailed methodology, HealthSouth is not able to reconstruct the CMS projections or the calculation.
(2) The CMS file contains data for each of the 1,181 inpatient rehabilitation facilities used to estimate the policy updates for the FY 2010 Final IRF-
 PPS Rule. Most of the data represents historical information from the CMS fiscal year 2008 period and does not reflect the same HealthSouth
 hospitals in operation today. The data presented was separated into three categories: Freestanding, Units, and HealthSouth. HealthSouth is a
 subset of Freestanding and the Total.
 
 

 
Exhibit 99.1
6
Discharges
Consolidated Net Operating Revenues
($ Millions)

+3.8%
+1.1%
Dollar Amounts $233.3 $241.9 $114.1 $113.7 $21.8 $22.5
EPOB (3) 3.47 3.41
Flat despite
wage increase
Flat
90 bps
Improvement
Expenses
(1)
(2)
Solid, Sustained Operating Results
 
 

 
Exhibit 99.1
7
Adjusted Income from Continuing
Operations per Diluted Share (1)
Adjusted Consolidated EBITDA (1)
($ Millions)
 
+12.3%
 
(1) Reconciliation to GAAP provided on slides 35 and 36.
Performance Highlights
Solid EBITDA and EPS Growth
 
+8.1%
 
 
+90.8%
 
 
+23.1%
 
Key Drivers:
ü2.5% Medicare market basket increase effective October 1, 2009
üDischarge growth of 1.1% quarter over quarter
üDisciplined expense management
üSolid labor productivity as reflected by EPOB
 
 

 
Exhibit 99.1
8
(1) Notes on page 36.
Performance Highlights: Strong Free Cash Flow
 
 

 
Exhibit 99.1
9
 
Performance Highlights: Strong Free Cash Flow
 
 

 
Exhibit 99.1
10
 Reminder: On May 4, 2010, based on the results of Q1, the Company
 raised its 2010 full-year performance forecast to the high end of the
 guidance ranges.
 Good performance through May (volume, expense management and
 pricing) compared to same period last year.
 § Volume: solid in April, soft in May, appears to be rebounding in June
 § Expenses: continue to be aggressively managed
 § Pricing: favorable trend
 New Hospitals:
 § Began integration of Desert Canyon Rehabilitation Hospital on June 1, 2010
 § Began taking patients at HealthSouth Rehabilitation Hospital of Northern
 Virginia on June 14, 2010
 As is our policy, full-year guidance will be addressed as part of our
 quarterly earnings release.
 
Performance Update
 
 

 
Exhibit 99.1
11
Summary
ü Strong Cash Flows: Directed toward debt reduction and growth.
ü Continued Deleveraging: Reduce leverage to between 3.5x and 4.0x
 no later than YE 2011.
ü Growth: Above industry volume growth, enhanced by capacity
 expansions and adding new hospitals in underserved markets.
ü Opportunistic, Disciplined Acquisitions: Complementary IRF
 acquisitions and JVs in a fragmented market.
ü Well Positioned: High-quality + cost-effective provider; proven track
 record of adapting to regulatory changes.
Value Proposition
Business Model:
 5 - 8 % annual Adjusted Consolidated EBITDA growth (1)
 15 - 20% annual Adjusted EPS growth (1) (2)
(1) For reconciliation to GAAP, see slides 35 and 36.
(2) Based on adjusted income from continuing operations per diluted share.
 
 

 
Exhibit 99.1
12
Appendix
 
 

 
Exhibit 99.1
13
 Patients come to HealthSouth with diagnoses of
 stroke, brain injury, trauma, neurological conditions,
 pulmonary/cardiac disease, amputations and
 orthopedic conditions/surgeries.
 ~ 72% of inpatient rehabilitation patients are over 65.
 Patients receive 24 hour nursing care, seven days
 a week, with at least three hours of therapeutic
 intervention, including physical, occupational and
 speech therapy.
 Our team includes rehabilitative physicians, physical
 therapists, occupational therapists, speech-language
 pathologists, rehabilitative nurses, pharmacists,
 dieticians and case managers.
 Our goal is to teach patients to walk, dress, bathe,
 eat and manage daily life in their community.
 
About HealthSouth
Our Patients, Our Care and Our Team
 
 

 
Exhibit 99.1
14
Source: Centers for Medicare and Medicaid Services, Office of the Actuary (MedPAC June 2009 Data Book - Page 124)
“The Basics”: Medicare Spending on Post-Acute
Services
 Inpatient rehabilitation
 is less than 12% of
 Medicare post-acute
 spending.
 
 

 
Exhibit 99.1
15
“The Basics”: Our Industry
Sources: FY 2010 CMS Rate Setting File and MedPAC March 2009 report; Internal HLS reports for HLS data
(1) Does not include HealthSouth Rehabilitation Hospital of Northern Virginia.
 
ü Highly fragmented industry
  ~ 81% Units
  ~ 19% Free-standing
ü Industry mainly nonprofit
  ~ 62% Nonprofit
  ~ 14% Government
  ~ 24% For-profit
ü On average, HLS hospitals tend to
 be
larger and treat more patients.
~ 8% of IRFs
~ 18% of Licensed Beds
~ 21% of Patients Served
HealthSouth Market Share
 
 

 
Exhibit 99.1
16
“The Basics”: Our Patients (~ 72% are > 65 years old)
94%
 5%
 1%
Referral Sources
Acute Care Hospitals
Physician Offices
Skilled Nursing Facilities
Admission to an IRF:
Most Common Cases (2009)
1. Stroke   17.5%
2. Neurological   13.3%
3. Fracture of the lower extremity 11.7%
4. Debility   11.5%
5. Knee/Hip replacement   9.6%
6. Other orthopedic conditions  9.5%
7. Brain injury    7.4%
8. Cardiac conditions   4.7%
9. Spinal cord injury   3.6%
10. All other   11.2%
ü Physicians and acute care hospital case managers are key decision-makers.
ü All IRF patients must meet reasonable and necessary criteria and are admitted by a
 physician.
ü All IRF patients must be medically stable and have potential to tolerate three hours of
 therapy per day (minimum).
ü Receive 24 hour, 7 days a week nursing care.
 
 

 
Exhibit 99.1
17
(1) Data provided by UDSMR, a data gathering and analysis organization for the rehabilitation industry; represents ~ 65-70% of industry, including 89 HealthSouth sites.
(2) Includes 89 consolidated HealthSouth inpatient rehab hospitals and six long-term acute-care hospitals.
“The Basics”: Discharge Growth - Historical
ü HealthSouth’s volume
 growth has outpaced
 competitors’
ü TeamWorks =
 standardized sales &
 marketing
ü Capacity expansions will
 help facilitate organic
 growth:
  ~ 100+ beds will be added
 in 2010
(1)
(2)
 
 

 
Exhibit 99.1
18
Business Outlook
3.5x to 4.0x Debt to EBITDA (by YE 2011)
(Exclusive of any E&Y settlement)
Organic growth through capacity
expansion and de novos
($60+ million in 2010)
IRF acquisitions/joint ventures
Deleveraging
Growth
 
 
Acquisitions of other,
complementary post-acute services
Reform
1. Pricing
2. Bundling
Sector
Regulation
Pilot/Demonstration
Projects
  LTCH: admission criteria; 25% Rule; MMSEA extension
  Home Health: outliers; reimbursement methodology
Deleveraging, Growth, Reform and Sector Regulation
  Market basket minus 25 bps Market basket minus 10 bps
      and productivity adjustment
 2010 2011 2012 2013
 
 

 
Exhibit 99.1
19
Future Regulatory Risk
 
IRF
SNF
LTCH
HH
 
 
 
 
 
 
 1. Re-basing payment system
 
No
Yes; RUGS IV
delayed until 10/01/11
(per PPACA)
No
Yes; would be required as part of
PPACA starting in 2014
 2. Major outlier payment adjustments
 
No
No
 Yes; will occur when
MMSEA relief expires
(short stay outliers)
Yes; 10% cap per agency; 2.5%
taken out of outlier pool (per
PPACA)
 3. Upcoding adjustments
 
No
Yes; occurring in
FY 2010
 Yes; occurring in FY
2010 and proposed
(-2.5%) for FY 2011
 Yes; occurring in CYs 2010
and 2011
 4. Patient criteria
 
 No; 60% Rule
already in place
No
Study dictated as
part of MMSEA
PPACA requires a “face-to-face”
encounter between physicians (or
clinicians working with them) and
patients before HH services are
prescribed
 5. Healthcare Reform
 
 
 
 
 
 Market basket update reductions
 
 Known
 Known
 Known
 Known
 Productivity adjustments
 
 Begins 2012
 Begins 2012
 Begins 2012
 Begins 2015
 Bundling
 
 Pilot to be
 established by 2013
 Pilot to be
 established by 2013
 Pilot to be
 established by 2013
 Pilot to be
 established by 2013
 Independent Medicare Advisory Board
 
 FY 2019
 FY 2015
 FY 2019
 CY 2015
 New quality reporting requirements
 
 Begins 2014
 N/A
 Begins 2014
 N/A
 Value based purchasing
 
 Pilot begins 2016
 Post 2012
 Pilot begins 2016
 Post 2012
 6. Other
 
N/A
N/A
25% Rule will be
reinstituted when MMSEA
moratorium expires
N/A
Regulatory Uncertainty
Sources: Healthcare Reform Bill (PPACA, HERA),CMS Regulatory published rules and MMSEA
 
 

 
Exhibit 99.1
20
Readmission Rates
Note: Use of home health care and hospice is based on care that starts within three days of discharge. Other PAC care starts within one day of
 discharge. Home health use includes episodes that overlap an inpatient stay.
Source: Medicare Payment Advisory Commission, “A Data Book: Healthcare spending and the Medicare program,” Chart 9-3 (June 2008)
 
 

 
Exhibit 99.1
21
Capacity Expansions:
  ~ 100+ beds 2010
 De novos:
 Acquisitions/Joint Ventures:
  Acquired the rehabilitation unit in Altoona, PA, through a
 newly formed joint venture and relocated its operations to
 one of our hospitals. (Q4 2009)
  Expanded joint venture with St. Vincent Health System
 in Little Rock, AR, through the purchase of a 23-bed
 rehabilitation unit. (Q1 2010)
  Purchased Desert Canyon Rehabilitation Hospital, a 50-bed
 inpatient rehabilitation hospital located in southwest Las
 Vegas, NV. (Q2 2010)
       
     
Growth
6 - 7 years (2)
2 - 4 years (1)
(1) Average investment per bed: $100K to $250K.
(2) Average investment per bed: ~ $450K.
6 - 7 years
Target Cash pay-back
 
 

 
Exhibit 99.1
22
 Population and
 Demographics
 Acute Care Referral
 Sources
 Inpatient Rehab
 Competition
 SNF Presence
 Payor Environment
 CON/Non-CON
National Market
Assessment
Target
Opportunity
List
(160 Opportunities
Identified
)
Existing IRF
Assessment
Corporate
Priority
Assessment
Active
Development
List
Growth: Market Assessment Process
Strategic
Approach
Buy
JV
Build
Regional
President
Assessment
 
 

 
Exhibit 99.1
23
Growth: De Novo Evaluation Process and Cost
CON
Approval
Site
Selection
Cost
Assessment
Proforma
Financials
Execution
  Permitting
  Contract for land
NO
GO
GO
  Cash payback analysis
Target Cash Pay-back
6-7 years
 
 

 
Exhibit 99.1
24
(1) Hospital EBITDA = earnings before interest, taxes, depreciation and amortization directly attributable to the related hospital.
 
 

 
Exhibit 99.1
25
Growth: De Novo Timeline
With CON
Without CON
Internal Approval
Day 1
Internal Approval
Day 1
Design
Planning &
Zoning
Groundbreaking
Month 20
Opening
Month 32
Design
Planning &
Zoning
Groundbreaking
Opening
Month 20
Month 11
 
 

 
Exhibit 99.1
26
Debt Profile and Swap Settlement
Debt Maturities
As of March 31, 2010
= Term Loan maturities
= 10.75% Fixed
= 8.125% Fixed
= Capital leases & term
 loan amortization
(1) Based on trailing four quarter Adjusted Consolidated EBITDA of $391.0 million;
 reconciliation to GAAP provided on slides 35 and 36.
(2) Cash settlements flow through investing activities for swaps that do not qualify for
 hedge accounting. Notional amount of $884 million receives 3 month LIBOR and
 pays 5.22% fixed until expiration in March of 2011.
(3) Forward-starting interest rate swaps (designated as cash flow hedges). Cash
 settlements will flow through operating activities as part of interest expense.
 Notional amounts of $100 million and $100 million receive LIBOR and pay 2.6%
 and 2.9% fixed respectively.
3 month
LIBOR
plus
225 bps
3 month
LIBOR
plus
375 bps
Call Schedule
Date   Price
June 15, 2011   105.375
June 15, 2012   103.583
June 15, 2013  101.792
June 15, 2014   100.000
and thereafter
 Debt to
 EBITDA 6.3x 6.3x 5.3x 4.3x 4.2x (1)
($ Billions)
Year-End 2011 Goal: 3.5x to 4.0x
 
 

 
Exhibit 99.1
27
 
 

 
Exhibit 99.1
28
 
 

 
Exhibit 99.1
29
Adjusted Consolidated EBITDA(1) (Q1 2010 vs. Q1 2009)
(1) Reconciliation to GAAP provided on slides 35 and 36.
In arriving at Adjusted Consolidated EBITDA, the following were excluded from line items:
(2) Restructuring charges associated with closed outpatient satellite clinics of $0.0, $0.0, and $0.3 million, respectively, which reduced occupancy
 costs.
(3) Stock-based compensation expense of $3.8, $3.7, and $13.4 million, respectively, which reduced general and administrative expenses.
(4) Impairments related to investments of $0.0, $0.7 and $1.4 million, respectively, which increased other income.
(5) Noncontrolling interests related to discontinued operations of $0.0, $0.3 and $0.6 million, respectively, which reduced noncontrolling interests expense.
Adjusted Consolidated EBITDA increased $8.0 million, or 8.1%, Q1 2010 vs. Q1 2009
(Millions)
 
Q1 2010
 
Q1 2009
 
2009
Net operating revenues
 
$ 491.0
 
$ 472.9
 
$ 1,911.1
Operating expenses:
 
 
 
 
 
 
 Salaries and benefits
 
241.9
 
233.3
 
948.8
  Hospital-related expenses:
 
 
 
 
 
 
 Other operating expenses
 
66.9
 
66.9
 
271.4
 Supplies
 
28.3
 
27.4
 
112.4
 Occupancy costs (2)
 
11.6
 
12.0
 
47.3
 Provision for doubtful accounts
 
6.9
 
7.8
 
33.1
 
 
113.7
 
114.1
 
464.2
 General and administrative expenses (3)
 
22.5
 
21.8
 
91.1
Equity in nonconsolidated affiliates
 
2.6
 
2.5
 
4.6
Other income (4)
 
0.7
 
0.5
 
4.8
Noncontrolling interests (5)
 
(9.8)
 
(8.3)
 
(33.4)
Adjusted Consolidated EBITDA
 
$ 106.4
 
$ 98.4
 
$ 383.0
 
 

 
Exhibit 99.1
30
Payment Sources (Q1 2010 vs. Q1 2009)
(1) Managed Medicare revenues represent ~ 7%, 8% and 8% of total revenues for Q1 2010, Q1 2009 and 2009, respectively, and are included
 in “Managed care and other discount plans.”
 
 

 
Exhibit 99.1
31
Operational and Labor Metrics (1)
(1) Numbers have been reclassified to reflect current continuing operations.
(2) Represents discharges from HealthSouth’s 90 consolidated hospitals and 6 LTCHs.
(3) Excludes approximately 400 full-time equivalents, who are considered part of corporate overhead with their salaries and benefits included in
 general and administrative expenses in the Company’s consolidated statements of operations. Full-time equivalents included in the above table
 represent HealthSouth employees who participate in or support the operations of the Company’s hospitals.
(4) Employees per occupied bed, or “EPOB,” is calculated by dividing the number of full-time equivalents, including an estimate of full-time
 equivalents from the utilization of contract labor, by the number of occupied beds during each period. The number of occupied beds is determined
 by multiplying the number of licensed beds by the Company’s occupancy percentage.
 
 

 
Exhibit 99.1
32
Debt Schedule and Liquidity
(Millions)
(1) Based on trailing four quarter Adjusted Consolidated EBITDA of $391.0 million; reconciliation to GAAP provided on slides 35 and 36.
 
 

 
Exhibit 99.1
33
Non-Operating Cash/Tax Position
Cash Refunds as of Mar. 31, 2010
 Federal tax recoveries virtually complete.
 State tax refunds in progress.
  Approx. $6.5 million received in Q1
 2010.
  Approx. $1.1 million net receivable on
  the balance sheet.
Future Cash Tax Payments
 Expect to pay about $5-7 million per year of income
 tax.
  State income tax.
  Alternative Minimum Tax (AMT).
 The Company does not expect to pay significant
 federal income taxes for the next 10-12 years, due
 to approximately $905 million in deferred tax assets
 as of 12/31/09 outlined in the 2009 Form 10-K. The
 majority of the deferred tax assets is related to
 NOLs.
  At this time, we do not believe the use
  of NOLs will be limited before they
  expire, however, no assurances can
  be provided.
 HealthSouth is not currently subject to an annual
 use limitation (AUL) under the Internal Revenue
 Code section 382.
 If we experienced a “change of ownership” as
 defined by the Internal Revenue Code section 382,
 we would be subject to an AUL, which is equal to
 the value of the company at the time of the “change
 of ownership” multiplied by the long-term tax exempt
 rate.
GAAP Considerations
 HealthSouth’s balance sheet currently
 reflects a valuation allowance for the
 potential value of NOLs and future
 deductions. The valuation allowance is
 approximately $893 million.
 
 GAAP tax rate will net to small amount for
 foreseeable future as there will be a
 reduction in the valuation allowance when
 NOLs are utilized.
 
 

 
Exhibit 99.1
34
Outstanding Share Summary
(Millions)
Notes:
(1) Completed an equity offering for 8.8 million shares on June 27, 2008.
(2)  Does not include 2.0 million warrants issued in connection with a January 2004 loan repaid to Credit Suisse First Boston. In connection with this
 transaction, we issued warrants to the lender to purchase two million shares of our common stock. Each warrant has a term of ten years from the
 date of issuance and an exercise price of $32.50 per share. The warrants were not assumed exercised for dilutive shares outstanding because
 they were antidilutive in the periods presented.
(3) The agreement to settle our class action securities litigation received final court approval in January 2007. These shares of common stock and
 warrants were issued on September 30, 2009. The 5.0 million of common shares are now included in the outstanding shares. The warrants at a
 strike price of $41.40 were not assumed exercised for the dilutive shares outstanding because they are anti-dilutive in the periods presented.
(4) The difference between the basic and diluted shares outstanding is primarily related to our convertible perpetual preferred stock.
 
 

 
Exhibit 99.1
35
 
 

 
Exhibit 99.1
36
Reconciliation Notes
1. Adjusted income from continuing operations and Adjusted Consolidated EBITDA are
 non-GAAP financial measures. The Company’s leverage ratio (Total Consolidated Debt
 to Adjusted Consolidated EBITDA for the trailing four quarters) is, likewise, a non-GAAP
 financial measure. Management and some members of the investment community
 utilize adjusted income from continuing operations as a financial measure and Adjusted
 Consolidated EBITDA and leverage ratio as liquidity measures on an ongoing basis.
 These measures are not recognized in accordance with GAAP and should not be
 viewed as an alternative to GAAP measures of performance or liquidity. In evaluating
 these adjusted measures, the reader should be aware that in the future HealthSouth
 may incur expenses similar to the adjustments set forth above.
2. Per share amounts for each period presented are based on basic weighted average
 common shares outstanding for all amounts except adjusted income from continuing
 operations per diluted share, which is based on diluted weighted average shares
 outstanding. The difference in shares between the basic and diluted shares outstanding
 is primarily related to our convertible perpetual preferred stock.
3. Adjusted income from continuing operations per diluted share and Adjusted
 Consolidated EBITDA are two components of our guidance.
4. The Company’s Credit Agreement allows certain other items to be added to arrive at
 Adjusted Consolidated EBITDA, and there may be certain other deductions required.