Gentiva Health Services (GTIV) 425 Business combination disclosure

Filed pursuant to Rule 425 under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934

Filer: Kindred Healthcare, Inc.

(Commission File No. 001-14057)

Subject Company: Gentiva Health Services, Inc.

(Commission File No. 001-15669)

J.P. Morgan

Annual Healthcare

Conference

January 2015

Forward-Looking Statements

This

presentation

includes

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

as

amended,

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended.

These

forward-

looking

statements

include,

but

are

not

limited

to,

statements

regarding

the

proposed

business

combination

transaction

between

Kindred

Healthcare,

Inc.

(“Kindred”

or

the

“Company”)

and

Gentiva

Health

Services,

Inc.

(“Gentiva”)

(including

financing

of

the

proposed

transaction

and

the

benefits,

results,

effects

and

timing

of

a

transaction),

all

statements

regarding

Kindred’s

(and

Kindred’s

and

Gentiva’s

combined)

expected

future

financial

position,

results

of

operations,

cash

flows,

dividends,

financing

plans,

business

strategy,

budgets,

capital

expenditures,

competitive

positions,

growth

opportunities,

plans

and

objectives

of

management,

and

statements

containing

the

words

such

as

“anticipate,”

“approximate,”

“believe,”

“plan,”

“estimate,”

“expect,”

“project,”

“could,”

“would,”

“should,”

“will,”

“intend,”

“may,”

“potential,”

“upside,”

and

other

similar

expressions.

Statements

in

this

presentation

concerning

the

business

outlook

or

future

economic

performance,

anticipated

profitability,

revenues,

expenses,

dividends

or

other

financial

items,

and

product

or

services

line

growth

of

Kindred

(and

the

combined

businesses

of

Kindred

and

Gentiva),

together

with

other

statements

that

are

not

historical

facts,

are

forward-looking

statements

that

are

estimates

reflecting

the

best

judgment

of

Kindred

based

upon

currently

available

information.

Such

forward-looking

statements

are

inherently

uncertain,

and

stockholders

and

other

potential

investors

must

recognize

that

actual

results

may

differ

materially

from

Kindred’s

expectations

as

a

result

of

a

variety

of

factors,

including,

without

limitation,

those

discussed

below.

Such

forward-looking

statements

are

based

upon

management’s

current

expectations

and

include

known

and

unknown

risks,

uncertainties

and

other

factors,

many

of

which

Kindred

is

unable

to

predict

or

control,

that

may

cause

Kindred’s

actual

results,

performance

or

plans

with

respect

to

Gentiva

to

differ

materially

from

any

future

results,

performance

or

plans

expressed

or

implied

by

such

forward-looking

statements.

These

statements

involve

risks,

uncertainties

and

other

factors

discussed

below

and

detailed

from

time

to

time

in

Kindred’s

filings

with

the

Securities

and

Exchange

Commission

(the

“SEC”).

Risks

and

uncertainties

related

to

the

proposed

merger

include,

but

are

not

limited

to,

the

risk

that

Gentiva’s

stockholders

do

not

approve

the

merger,

potential

adverse

reactions

or

changes

to

business

relationships

resulting

from

the

announcement

or

completion

of

the

merger,

uncertainties

as

to

the

timing

of

the

merger,

adverse

effects

on

Kindred’s

stock

price

resulting

from

the

announcement

or

completion

of

the

merger,

competitive

responses

to

the

announcement

or

completion

of

the

merger,

the

risk

that

healthcare

regulatory,

licensure

or

other

approvals

and

financing

required

for

the

consummation

of

the

merger

are

not

obtained

or

are

obtained

subject

to

terms

and

conditions

that

are

not

anticipated,

costs

and

difficulties

related

to

the

integration

of

Gentiva’s

businesses

and

operations

with

Kindred’s

businesses

and

operations,

the

inability

to

obtain,

or

delays

in

obtaining,

cost

savings

and

synergies

from

the

merger,

uncertainties

as

to

whether

the

completion

of

the

merger

or

any

transaction

will

have

the

accretive

effect

on

Kindred’s

earnings

or

cash

flows

that

it

expects,

unexpected

costs,

liabilities,

charges

or

expenses

resulting

from

the

merger,

litigation

relating

to

the

merger,

the

inability

to

retain

key

personnel,

and

any

changes

in

general

economic

and/or

industry-

specific

conditions.

In

addition

to

the

factors

set

forth

above,

other

factors

that

may

affect

Kindred’s

plans,

results

or

stock

price

are

set

forth

in

Kindred’s

Annual

Report

on

Form

10-K

and

in

its

reports

on

Forms

10-Q

and

8-K.

Many

of

these

factors

are

beyond

Kindred’s

control.

Kindred

cautions

investors

that

any

forward-looking

statements

made

by

Kindred

are

not

guarantees

of

future

performance.

Kindred

disclaims

any

obligation

to

update

any

such

factors

or

to

announce

publicly

the

results

of

any

revisions

to

any

of

the

forward-looking

statements

to

reflect

future

events

or

developments.

Kindred

has

provided

information

in

this

presentation

to

compute

certain

non-GAAP

measurements

for

specified

periods.

A

reconciliation

of

the

non-GAAP

measurements

to

the

GAAP

measurements

is

included

in

this

presentation

and

on

Kindred’s

website

at

www.kindredhealthcare.com

under

the

heading

“investors.”

Additional Information

This

presentation

does

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

any

securities

or

a

solicitation

of

any

vote

or

approval.

This

presentation

may

be

deemed

to

be

solicitation

material

in

respect

of

the

proposed

merger

between

Kindred

and

Gentiva.

In

connection

with

the

proposed

merger,

Kindred

has

filed

with

the

SEC

a

registration

statement

on

Form

S-4

(File

No.

333-200454),

including

Amendment

No.

1

thereto,

that

contains

a

definitive

proxy

statement

of

Gentiva

that

also

constitutes

a

prospectus

of

Kindred.

The

registration

statement

was

declared

effective

by

the

SEC

on

December

18,

2014,

and

Kindred

and

Gentiva

commenced

mailing

the

definitive

proxy

statement/prospectus

to

Gentiva

stockholders

on

December

22,

2014.

SHAREHOLDERS

OF

GENTIVA

ARE

URGED

TO

READ

ALL

RELEVANT

DOCUMENTS

FILED

WITH

THE

SEC,

INCLUDING

THE

DEFINITIVE

PROXY

STATEMENT/PROSPECTUS,

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

PROPOSED

MERGER.

Investors

and

security

holders

are

able

to

obtain

copies

of

the

definitive

proxy

statement/prospectus

as

well

as

other

filings

containing

information

about

Kindred

and

Gentiva,

without

charge,

at

the

SEC’s

website,

http://www.sec.gov.

Those

documents,

as

well

as

Kindred’s

other

public

filings

with

the

SEC,

may

be

obtained

without

charge

at

Kindred’s

website

at

www.kindredhealthcare.com.

Participants in Solicitation

Kindred,

Gentiva

and

their

respective

directors

and

executive

officers

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

the

holders

of

Gentiva

common

stock

in

respect

of

the

proposed

merger.

Information

about

the

directors

and

executive

officers

of

Kindred

is

set

forth

in

the

proxy

statement

for

Kindred’s

2014

Annual

Meeting

of

Shareholders,

which

was

filed

with

the

SEC

on

April

3,

2014.

Information

about

the

directors

and

executive

officers

of

Gentiva

is

set

forth

in

the

proxy

statement

for

Gentiva’s

2014

Annual

Meeting

of

Shareholders,

which

was

filed

with

the

SEC

on

March

25,

2014.

Investors

may

obtain

additional

information

regarding

the

interest

of

such

participants

by

reading

the

definitive

proxy

statement/prospectus

regarding

the

proposed

merger

using

the

contact

information

above.

2

Kindred

Healthcare

Delivering on Quality, Value

and Innovation In Patient Care

3

Kindred Healthcare is one of the Leading

Providers of Rehabilitation Services and

Post-Acute Care in the United States

4

Our Mission

Kindred’s mission is to promote

healing, provide hope, preserve

dignity and produce value for each

patient, resident, family member,

customer, employee and

shareholder we serve.

Our Management

Philosophy

Kindred’s management philosophy is

to focus on our people, on quality and

customer service and our business

results will follow.

105,200

1,100,000

2,880

47

Kindred will be

Dedicated teammates

taking care of over

Patients and residents in

locations in

States

Information above includes Kindred, Gentiva and Centerre Healthcare Corporation (“Centerre”).

Kindred with Gentiva and Centerre Creates Multiple Platforms for

Growth

$2.5 billion Revenues

(3)

•

97 Transitional Care

Hospitals

(4)

•

7,145 licensed beds

(4)

•

5 Inpatient Rehabilitation

Hospitals with 215 licensed

beds

(4)

$2.3 billion Combined

Revenues

(5)

•

694 sites of service in

41 states

(4)

•

154 in Kindred’s

Integrated Care Markets

(4)

•

38,900

caregivers

serving 127,300

patients on a daily basis

(4)

$1.5 billion Revenues

(6)

•

2,275 sites of service served

through 20,338 therapists

(4)

•

Including 113 hospital-based

acute rehabilitation units

(4)

•

Includes Centerre’s 11 operating

locations, ~$200  million of

revenue and 1,600 employees

$1.1 billion Revenues

(3)

•

48 Transitional Care Centers

(Sub-Acute

facilities licensed as SNFs)

(4)

•

12 Hospital-Based Sub-Acute

Units

(4)

•

13 Nursing and Rehabilitation

Centers

(with Transitional Care Units)

(4)

•

38 Skilled Nursing Centers

(Traditional SNFs)

(4)

*

*Combined with Gentiva

(4)

#1 Operator of Transitional

Care Hospitals

(1)

#1 Operator of

Home Health and Hospice

(1)

#1 Operator of

Rehabilitation Services

(1)

#8 Operator of Sub-Acute &

Skilled Nursing Facilities

(2)

5

(1)

Ranking based on revenues.

(2)

Ranking from Provider

magazine June 20, 2014 issue.

(3)

Revenues for the twelve months ended September 30, 2014 (divisional revenues before intercompany eliminations).

(4)

As of September 30, 2014. Gentiva caregivers approximate 34,000 as of December 31, 2014.

(5)

Includes Kindred at Home and Gentiva revenues for the twelve months ended September 30, 2014.

(6)

Kindred

revenues

for

RehabCare

for

the

twelve

months

ended

September

30,2014

plus

Centerre’s

2014estimated

revenue.

Kindred’s National Presence

and Integrated Care Market Penetration

•

Kindred’s 23 current and targeted

Integrated Care Markets are

among the top 30 MSAs in the

United States

•

Significant patient opportunity for

improved care transitions and

choice –

provides revenue

synergies from referrals across

the combined care delivery

platform

Source:

Kindred and Gentiva filings and investor presentations.

Note :

As of September 30, 2014.

6

Transitional Care Hospitals (97)

Inpatient Rehabilitation Hospitals (16)

Nursing and Rehabilitation Centers (99)

Kindred at Home Locations (152)

Hospital-Based Inpatient Rehabilitation Units (102)

RehabCare External Customers (1,899)

National and Regional Support Centers

Gentiva Locations (493)

Integrated Care Markets (23)

National presence across 47 states

…

and More Quickly…

(Reducing Average

Length-of-Stay)

(2)

Sending More

Patients Home…

(1)

Kindred Healthcare

Delivering on Quality, Value and Innovation

in Patient Care Delivery

…

Reducing

Rehospitalizations

(2)

•

56%

of our Nursing Center

patients go home

after 32

days

•

70%

of our Hospital patients

go home or to a Lower Level

of Care after

27 days

Reduced the total average length

of stay

•

by

10.3%

in our Hospitals

•

by 11% in our Nursing Centers

Kindred Hospitals reduced

rehospitalization rates by

14%

Kindred Nursing Centers have

reduced rehospitalization rates

by 15%

(1)

Kindred 2013 Results.

(2)

Kindred Same-store Comparison 2009 to 2013.

7

Market-leading

care

outcomes

position

us

well

for

future

reimbursement

characterized

by

bundled payments,

pay-for-performance,

gain

sharing,

at-risk

contracts

and

capitated

population

health arrangements.

Outperforming National Quality Benchmarks

Kindred Hospitals, Nursing Centers, and Home Health and Hospice continue to improve on quality

indicators and beat industry benchmarks

CONTINUE

THE CARE

Tremendous Opportunities Exist to Better Manage

Patient Care for Patients Discharged From Acute Care Hospitals

Intensity of Service

Lower

Higher

Medicare Patients’

Use of Post-Acute Services Throughout an “Episode of Care”

Patients’

first

site of

discharge after acute care

hospital stay

Patients’

use of site

during a 90 day

episode

SHORT-TERM

ACUTE CARE

HOSPITALS

LONG-TERM

ACUTE CARE

HOSPITALS

INPATIENT

REHAB

SKILLED

NURSING

FACILITIES

OUTPATIENT

REHAB

HOME

HEALTH

CARE

37%

2%

10%

11%

41%

52%

9%

21%

2%

61%

8

There

are

47.6

(1)

million

Medicare

beneficiaries

and

9,100

are

added

to

the

program

each

day.

More

than

35%

(2)

of

these

patients

need

post-acute

care

following

a

discharge

from

an

acute

care

hospital.

(1)

Source: RTI, 2009: Examining Post-Acute Care Relationships in an Integrated Hospital System.

(2)

Source: Kaiser Family Foundation, 2011 statehealthfacts.org and AARP 2011 projections.

9

Demand for Post-Acute Care Services Strong

Increasing Demand for Integrated and

Coordinated Post-Acute Care Services

Expanding Role for Home-Based Services

Care Management Across a Post-Acute

Episode of Care is Highly Valued to Support

Emerging Payment Models

Fee for

Service

(FFS)

Managed

Care

FFS

Hospitals

Health Systems

Other PAC providers

9

Current

Approximate

Payor Mix

Potential

Future Payor

Mix

Managed

Care

Payment Policy and Market Trends that are

Influencing Kindred’s Strategy

Kindred is poised to benefit from these trends

because of our unique combination of care

management capabilities and diversified PAC

sites of service on the ground

ACOs, bundle

holders

Kindred’s

Continue

The

Care

Strategy is at the

Forefront of Healthcare Delivery System Reform

10

Helping to shape the

evolution of the

American Healthcare

Delivery System

by improving patient

outcomes, smoothing

care transitions,

lowering costs and

transitioning patients

home at the highest

level of wellness

11

A Transformed

Kindred

Leadership Among Premium Healthcare Service Providers

2014 Wall Street

Consensus Revenue

(5)

($ in billions)

Post-Acute Providers

Alternate Site Providers

(7)

$7.3 

$5.5 

$3.8 

$3.1 

$2.4 

$6.4 

$12.7

$4.4 

OCR

IPCM

DVA

EVHC

AMSG

SCAI

The Acquisitions of Gentiva and Centerre

Further Strengthens Kindred’s Ability To Serve

Patients Across the Full Continuum of Care

($ in millions)

Kindred

(2)

Gentiva

(2)

Centerre

Combined

States

(1)

47

40

8

47

Locations

(1)

2,376

493

11

2,880

Employees

(1)

62,600

41,000

1,600

105,200

Revenue

$5.1 billion

$2.0 billion

$199 million

(3)

$7.3 billion

EBITDAR

$697 million

$232 million

$48 million

(3)

$1,047 million

(4)

$1.2 

$2.8 

$1.6 

(1)

As of September 30, 2014. Gentiva employee count is approximately 41,000 as of December 31, 2014.

(2)

Per Kindred 2014 guidance as provided on November 5, 2014 and 2014 current average analyst consensus estimates for Gentiva.

(3)

Estimated 2014 revenue and earnings before interest, taxes, depreciation, amortization and rent (or “EBITDAR”), prior to deducting $14 million of minority interest expense owned by Centerre’s hospital

partners, see Appendix.

(4)

Combined EBITDAR includes full run rate of cost synergies of $70

million expected to be achieved in two years post closing.

(5)

FactSet consensus estimates as of November 13, 2014.

(6)

Combined 2014 revenues of Kindred (based on November 5, 2014 guidance), Gentiva (based on analyst consensus) and Centerre (based

on internal estimates).

(7)

Twelve months ended as of June 30, 2014 and pro forma for Skilled Healthcare merger.

(6)

12

Nursing

47%

Hospital

42%

Rehab

11%

Kindred

at Home

31%

Rehab

20%

(1)

Kindred revenues and earnings before interest, taxes, depreciation and amortization (or “EBITDA”) as reported in the respective 2010 and 2012 Form 10-K. See Appendix.

(2)

Represents adjusted EBITDA margin as reconciled in the Appendix.

(3)

Includes combined results for the twelve months ended September 30, 2014 for Centerre, Gentiva and Kindred, see Appendix. Combined EBITDA run rate of cost synergies

of $70 million expected to be achieved two years post closing.

(4)

Revenues before intercompany eliminations.

Kindred has Significantly Diversified its Service

Offerings and Transformed its Business Mix

Yesterday

Today

2010

(1)

Kindred at Home 0%

Nursing

21%

Hospital

48%

Rehab

25%

LTM 9/30/2014

Kindred at Home 6%

Combined Kindred

(3)

13

Tomorrow

Community

Care 3%

Home

Health

18%

Hospice

10%

Hospital

34%

Nursing

15%

SRS

14%

HRS

6%

$7.2

8.6%

Combined 2014

(2)(3)

$4.4

5.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

2010

(1)

$6.2

5.1%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

2012

(1)

$5.0

7.1%

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

LTM 9/30/2014

(2)

EBITDA Margin

Revenue

14

Legislative

and Financial

Overview

Reimbursement Outlook

Overview and Context

This year, like every year, Congress is considering

changes to Medicare to help pay for the cost of avoiding

steep cuts to physician payments (SGR/“Doc Fix”).

There are several key considerations this year.

Key Considerations

•

Only half of Kindred’s revenue is directly affected by SGR

outcome

•

Policymakers recognize that post-acute providers have

contributed to Medicare deficit reduction disproportionately

to Medicare spending for post-acute care and did not

benefit from Affordable Care Act expanded coverage

•

Policymakers prefer “reform-oriented”

changes to reduce

spending versus cuts

Readmission penalties for all post-acute care

providers

Rate equalization/site neutrality

Medicare

49.7%

($3.6b)

Commercial

37.8%

($2.7b)

Medicare Advantage,

Managed Care and

Managed

Medicaid

Medicaid

12.5%

($0.9b)

Revenue by Payor Mix

(1)

Approximately half of Kindred’s

total revenue is Medicare

(1) Revenues before intercompany eliminations for both Kindred and Gentiva for the twelve months ended September 20, 2014.

15

Overview of Key Payment Provisions

in LTAC Criteria Legislation

•

Definition of Patients Eligible for LTAC Rate

–

Patients are eligible for payment under the current LTAC PPS if they meet either one of two criteria:  patients

admitted from an acute care hospital with 3 or more days in an acute care hospital Intensive Care Unit (ICU);

or

patients

receiving

“prolonged

mechanical

ventilation”

(greater

than

96

hours)

in

the

LTAC

hospital

–

Many new patients today who do not use LTAC services will qualify under the new criteria.  These patients are

high

acuity,

have

extended

stays

in

acute

care

hospitals

and

are

at

high

risk

for

re-hospitalization.

•

Definition

of

Patients

Eligible

for

“Site

Neutral”

Rate

–

Other

medically

complex

patients

may

still

be

admitted

to

LTACs

and

receive

a

“site

neutral”

rate

that

is

either

at

LTAC cost or at a per diem rate “comparable”

to payments made to acute care hospitals under the IPPS payment

system (and capped at the IPPS rate)

–

The

length

of

stay

for

these

patients

and

Medicare

Advantage

patients

will

not

count

towards

the

25-day

LOS

requirement

•

Effective Date and Phase-In

–

Effective date: Two-year Phase-in of criteria begins after October 1, 2015, linked to each LTAC’s cost-reporting

period

–

All Kindred LTACs have cost-reporting periods that begin September 1 of each year; phase-in of new criteria

would not begin for Kindred LTACs until September 1, 2016, and will not be fully effective until September 2018

–

During

phase-in,

cases

receiving

“site

neutral”

rate

get

paid

50%

based

on

current

LTAC

rate

and

50%

based

on

the “site neutral”

rate

16

The new criteria would not become fully effective until September 1, 2018 for Kindred LTACS

2014

2015

2016

2017

2018

Oct. 1

July 1

Oct. 1

July 1

Oct. 1

July 1

Oct. 1

July 1

Oct. 1

July 1

1.  Patient Criteria Effective

Date (depending on cost

report date)

2. Patient Criteria effective

date for Kindred LTACs –

Phase-in begins

3. Site Neutral IPPS

Equivalent Rate:

•

50/50 Blend

•

Full Site Neutral Rate

4. 25-Day Length of Stay

does not count for site

neutral and Medicare

Advantage cases

5. 25% Rule Relief for LTACs

certified as of 10/1/2004

6. Moratorium

7. “50%”

Compliance Test

2020

LTAC Legislation Effective Dates,

Phase-in and Timeline for Kindred Hospitals

January 1, 2014

April 1, 2015

September 1, 2016

September 1, 2016

September 1, 2018

17

October 1, 2015

September 1, 2016

Kindred Has Delivered Attractive

Financial Performances

18

EBITDAR Margin:

12.7%

14.0%

13.6%

13.7%

Share Price & Dividends

Despite sequential years of significant

reimbursement cuts and a wholesale

restructuring of the Company’s business

and capital structure, the Company has

delivered on its promise to its patients,

customers, teammates and shareholders!

Revenue

($ billions)

EBITDAR

($ millions)

14.4%

(1)(2)

(3)

(3)

(4)

(4)

$529 

$679 

$658 

$697

$1,047

2011

2012

2013

2014

2014

Combined

12/31/2011

12/31/2012

12/31/2013

12/31/2014

$4.2 

$4.8 

$7.3 

2011

2012

2013

2014

2014

Combined

$4.9 

$5.1 

(1)

Before certain disclosed items as reconciled in the Appendix.

(2)

Reimbursement cuts totaled $70 million.

(3)

Reflects midpoint of Company’s November 5, 2014 earnings guidance.

(4)

Assumes Centerre and Gentiva acquired on January 1, 2014 and combined with Kindred. Amount for Gentiva is based upon current analyst

consensus estimates. Centerre amounts are 2014 estimates, as reconciled in Appendix. In addition, combined EBITDAR

includes

full

run

rate

cost

synergies

of

$70

million

expected

to

be

achieved

two

years

post

closing.

(1)

(1)

(1)

Kindred growth calculations based upon 2014 earnings guidance provided on November 5, 2014 compared to the current average analyst consensus estimate for 2015.

(2)

Combined

growth

calculation

represents

Kindred,

Gentiva

and

Centerre.

For

Gentiva,

2014

and

2015

revenues

are

derived

from

current

average

analyst

consensus

estimates,

including

$60

million

of

annual

run

rate

revenue

synergies. Centerre amounts based upon internal projections.

(3)

Represents adjusted EBITDA as reconciled in the Appendix.

(4)

Based

upon

mid

point

of

2014

guidance

for

Kindred

as

of

November

5,

2014.

(5)

Combined

to

include

Kindred,

Gentiva

and

Centerre.

Kindred

EBITDA

is

mid

point

of

2014

earnings

guidance

as

of

November

5,

2014,

Gentiva

is

based

upon

current

average

analyst

consensus estimates and includes EBITDA impact of full run rate of cost synergies of $70 million expected to be achieved two years post closing, and Centerre is based upon internal projections. See the Appendix.

Kindred has Successfully Shifted its Business to

Faster Growing Businesses, Improving Margins,

Profitability and Operating Cash Flows

Improves Margin and Profitability

Enhances Growth Profile

2014 –

2015 Revenue Growth

19

EBITDA Margin

(5)

2.9%

4.4%

0.0%

2.0%

4.0%

6.0%

Kindred

(1)

Combined

(2)

6.1%

7.4%

9.1%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

Kindred 2011

Kindred 2014

Combined

2014

(3)

(4)

Deleveraging Profile

20

Long-Term

Goal

Estimated

At Closing

(4)

Goal Two Years

Post Closing

(5)

<5.0x

Mid-4x

Range

~5.5x

Declining Rent Burden as a % of 2014 Revenue

Adjusted Debt to EBITDAR

(3)

(1)

Based upon midpoint of guidance for Kindred as of November 5, 2014, see Appendix.

(2)

Based upon Kindred, Gentiva and Centerre combined revenues and rent expense based upon guidance and assuming Centerre and Gentiva were

acquired January 1, 2014.

(3)

Estimated Adjusted Debt to EBITDAR is computed by dividing a numerator comprised of combined long-term debt at closing plus estimated

combined annual rent expense multiplied by six, less unrestricted cash, by a denominator comprised of full-year estimated EBITDAR.  Our ability to

achieve our goals is subject to uncertainties; see Forward-Looking Statements on slide 2 of this presentation.

(4)

Assumes half of full run-rate of expected cost synergies, or $35 million.

(5)

Assumes full run-rate of cost synergies, or $70 million, expected to be achieved two years post closing.

Pro forma adjusted net leverage expected to

be in the mid-5x range at Gentiva closing

with a goal of delevering to below 5.0x two

years post closing

Investment Rationale

Kindred Is Poised to Help Shape the Future of Care

for the Aging Population in America

•

Kindred Is Uniquely Positioned To Succeed in a Fee-For-

Service World While Preparing for A Fee-For-Value World

•

Continue The Care Competitive Advantage

–

Kindred is the only post-acute provider today with the full continuum in place to

successfully manage an entire episode of care and achieve the CMS triple aim

•

Transformational Growth

•

Strong Growth and Margin Profile

•

Substantial Operating Cash Flows and Deleveraging Profile

•

Experienced Management Team

21

Q & A

22

J.P. Morgan

Annual Healthcare

Conference

January 2015

Appendix

24

25

Explanation of Non-GAAP Measures

In

addition

to

the

results

provided

in

accordance

with

generally

accepted

accounting

principles

(“GAAP”),

Kindred

Healthcare,

Inc.

(“Kindred”

or the "Company") has provided information in this presentation to compute certain non-GAAP measurements for the three and twelve

months ended September 30 2014, and the for the twelve months ended December 31, 2013, 2012 and 2011. A reconciliation of the non-

GAAP measurements to the GAAP measurements is included in this presentation.

This presentation also includes financial measures referred to as operating income, or earnings before interest, income taxes, depreciation,

amortization and rent (“EBITDAR”), and earnings before interest, income taxes, depreciation and amortization ("EBITDA"). The Company's

management uses EBITDAR or EBITDA as meaningful measures of operational performance in addition to other measures. The Company uses

EBITDAR or EBITDA to assess the relative performance of its operating divisions as well as the employees that operate these businesses. In

addition,

the

Company

believes

these

measurements

are

important

because

securities

analysts

and

investors

use

these

measurements

to

compare the Company's performance to other companies in the healthcare industry. The Company believes that income (loss) from

continuing

operations

is

the

most

comparable

GAAP

measure.

Readers

of

the

Company's

financial

information

should

consider

income

(loss)

from continuing operations as an important measure of the Company's financial performance because it provides the most complete measure

of its performance. EBITDAR or EBITDA should be considered in addition to, not as a substitute for, or superior to, financial measures based

upon GAAP as an indicator of operating performance. A reconciliation of Adjusted EBITDAR or Adjusted EBITDA to income (loss) from

continuing operations is included in this presentation and exclude the effects of certain charges listed herein. 

We believe that the presentation of these measurements included in this presentation provides useful information to investors with which to

analyze Kindred’s and Gentiva’s operating trends and performance. Further, we believe these measurements facilitate company-to-company

operating performance comparisons by backing out potential differences caused by variations in capital structures, taxation and the age and

depreciation of property and equipment, which may vary for different companies for reasons unrelated to operating performance. In

addition,

we

believe

that

these

measurements

are

frequently

used

by

securities

analysts,

investors

and

other

interested

parties

in

their

evaluation of companies.

Reconciliation of Kindred Earnings Guidance

(a)

Continuing Operations

($ in millions, except per share amounts)

26

As of November 5, 2014

Low

High

Revenues

5,100

$   

5,100

$   

Operating income (EBITDAR)

692

$      

702

$      

Rent

322

322

EBITDA

370

380

Depreciation and amortization

157

157

Interest, net

92

92

Income from continuing operations before income taxes

121

131

Provision for income taxes

44

48

Income from continuing operations

77

83

Earnings attributable to noncontrolling interests

(18)

(18)

Income from continuing operations attributable to the Company

59

65

Allocation to participating unvested restricted stockholders

(2)

(2)

Available to common stockholders

57

$         

63

$         

Earnings per diluted share

0.98

$     

1.08

$     

Shares used in computing earnings per diluted share

58.3

58.3

(a)

The earnings guidance excludes the effect of reimbursement changes, debt refinancing costs,

severance, retirement, retention and restructuring costs, customer bankruptcy costs, litigation

costs, transaction costs, any further acquisitions or divestitures, any impairment charges, any

further issuances of common stock, debt or mandatory convertible equity securities in

conjunction with the Gentiva transaction and any repurchases of common stock.

27

Reconciliation of Kindred Non-GAAP Measures

($ in thousands)

2014 Quarters

Nine months ended

Twelve months ended

First

Second

Third

Fourth

First

Second

Third

Sept. 30, 2014

Sept. 30, 2014

Revenues:

Hospital division

$657,814

$606,604

$594,154

$606,988

$646,458

$632,156

$609,452

$1,888,066

$2,495,054

Nursing center division

270,205

264,847

265,696

270,080

277,902

280,255

279,561

837,718

1,107,798

Rehabilitation division:

Skilled nursing rehabilitation services

258,750

249,647

245,330

243,280

254,255

253,989

247,042

755,286

998,566

Hospital rehabilitation services

74,523

69,777

68,296

74,017

73,964

75,324

74,808

224,096

298,113

Care management division

51,621

53,039

53,801

66,466

87,704

87,986

86,186

261,876

328,342

Eliminations

(53,479)

(52,884)

(51,832)

(51,155)

(53,541)

(53,746)

(53,736)

(161,023)

(212,178)

Totals

$1,259,434

$1,191,030

$1,175,445

$1,209,676

$1,286,742

$1,275,964

$1,243,313

$3,806,019

$5,015,695

Income (loss) from continuing operations:

Operating income (loss):

Hospital division

$147,493

$129,366

$112,483

$126,788

$145,395

$132,878

$121,744

$400,017

$526,805

Nursing center division

29,145

36,018

31,505

35,585

38,471

36,880

36,179

111,530

147,115

Rehabilitation division:

Skilled nursing rehabilitation services

13,239

21,623

(7,209)

14,260

18,328

19,982

17,552

55,862

70,122

Hospital rehabilitation services

18,132

19,573

18,215

18,005

19,820

20,084

18,273

58,177

76,182

Care management division

2,786

3,961

1,085

2,131

4,697

7,065

6,789

18,551

20,682

Corporate:

Overhead

(45,585)

(43,196)

(39,157)

(48,557)

(44,050)

(48,365)

(45,173)

(137,588)

(186,145)

Insurance subsidiary

(509)

(384)

(482)

(539)

(406)

(443)

(637)

(1,486)

(2,025)

(46,094)

(43,580)

(39,639)

(49,096)

(44,456)

(48,808)

(45,810)

(139,074)

(188,170)

Impairment charges

(187)

(438)

(441)

(76,127)

-

-

-

-

(76,127)

Transaction costs

(944)

(108)

(613)

(447)

(683)

(4,496)

(4,114)

(9,293)

(9,740)

Operating income (EBITDAR)

163,570

166,415

115,386

71,099

181,572

163,585

150,613

495,770

566,869

Rent

(76,519)

(77,324)

(76,762)

(80,921)

(81,048)

(80,209)

(80,192)

(241,449)

(322,370)

EBITDA

87,051

89,091

38,624

(9,822)

100,524

83,376

70,421

254,321

244,499

Depreciation and amortization

(41,598)

(38,554)

(36,507)

(37,547)

(39,337)

(39,442)

(39,023)

(117,802)

(155,349)

Interest, net

(28,074)

(27,600)

(24,389)

(23,900)

(25,616)

(78,081)

(22,173)

(125,870)

(149,770)

Income (loss) from continuing operations

before income taxes

17,379

22,937

(22,272)

(71,269)

35,571

(34,147)

9,225

10,649

(60,620)

Provision (benefit) for income taxes

6,505

9,208

(6,510)

(20,522)

13,585

(13,082)

3,079

3,582

(16,940)

Income (loss) from continuing operations

$10,874

$13,729

($15,762)

($50,747)

$21,986

($21,065)

$6,146

$7,067

($43,680)

2013 Quarters

28

Reconciliation of Kindred

Non-GAAP Measures

(continued)

($ in thousands)

2010

2011

2012

Revenues

4,359,697

$    

5,521,763

$    

6,181,291

$    

Operating income (EBITDAR)

574,623

581,364

743,630

Rent

(357,372)

(399,257)

(428,979)

EBITDA

217,251

182,107

314,651

Depreciation and amortization

(121,552)

(165,594)

(201,068)

Interest, net

(5,845)

(79,888)

(106,842)

Income (loss) from continuing operations

before income taxes

89,854

(63,375)

6,741

Provision (benefit) for income taxes

33,708

(7,104)

39,112

Income (loss) from continuing operations

56,146

$            

(56,271)

$          

(32,371)

$          

* All amounts are as originally reported on each respective Form 10-K.

Reconciliation of Kindred Non-GAAP Measures

(continued)

29

(in thousands)

2013

2012

2011

2014

2013

Consolidated operating data:

Revenues:

Hospital division

$

2,465,560

$

2,543,829

$

2,227,048

$

1,888,066

$

1,858,572

$

2,495,054

Nursing center division

1,070,828

1,071,512

1,085,268

837,718

800,748

1,107,798

Rehabilitation division:

Skilled nursing rehabilitation services

       997,007

  1,007,335

       766,973

755,286

753,727

998,566

Hospital rehabilitation services

       286,613

     293,580

       200,824

224,096

212,596

298,113

Care management division

       224,927

     143,340

          60,736

261,876

158,461

328,342

Eliminations

      (209,350)

   (203,454)

      (180,741)

      (161,023)

      (158,195)

(212,178)

         Totals

$

4,835,585

$

4,856,142

$

4,160,108

$

3,806,019

$

3,625,909

$

5,015,695

Income (loss) from continuing operations:

Operating income (loss):

Hospital division

$    516,130

$

555,333

$

452,978

$

400,017

$

389,342

$

526,805

Nursing center division

132,253

136,923

150,028

111,530

96,668

147,115

Rehabilitation division:

Skilled nursing rehabilitation services

41,913

72,293

54,678

55,862

27,653

70,122

Hospital rehabilitation services

73,925

69,745

43,731

58,177

55,920

76,182

Care management division

9,963

13,708

3,103

18,551

7,832

20,682

Corporate:

Overhead

      (176,495)

   (179,063)

      (174,800)

      (137,588)

      (127,938)

(186,145)

Insurance subsidiary

          (1,914)

        (2,127)

          (2,306)

          (1,486)

          (1,375)

(2,025)

Impairment charges

        (77,193)

   (108,953)

        (73,554)

                    -  

          (1,066)

(76,127)

Transaction costs

          (2,112)

        (2,231)

        (50,706)

          (9,293)

          (1,665)

(9,740)

Operating income (EBITDAR)

516,470

     555,628

403,152

       495,770

       445,371

566,869

Rent

      (311,526)

   (303,564)

      (276,540)

      (241,449)

      (230,605)

(322,370)

                   EBITDA

       204,944

     252,064

       126,612

       254,321

       214,766

         244,499

Depreciation and amortization

      (154,206)

   (160,066)

      (126,905)

      (117,802)

      (116,659)

(155,349)

Interest, net

      (103,963)

   (106,839)

        (79,854)

      (125,870)

        (80,063)

(149,770)

Income (loss) from continuing operations before income

taxes

        (53,225)

      (14,841)

        (80,147)

          10,649

          18,044

(60,620)

Provision (benefit) for income taxes

        (11,319)

       30,642

        (13,604)

            3,582

            9,203

(16,940)

   Income (loss) from continuing operations

        (41,906)

      (45,483)

        (66,543)

            7,067

            8,841

(43,680)

  (Earnings) loss attributable to noncontrolling interests

          (3,890)

        (1,382)

                   81

        (13,729)

          (1,424)

(16,195)

Income (loss) from continuing operations

attributable to Kindred

$     (45,796)

$

      (46,865)

$     (66,462)

$       (6,662)

$         7,417

$      (59,875)

Twelve months

ended

September 30,

2014

Year ended December 31,

Nine months ended September 30,

(in thousands)

2013

2012

2011

2014

2013

$

$

$

Depreciation and amortization

     154,206

   160,066

   126,905

117,802

116,659

             155,349

Interest, net

     103,963

   106,839

     79,854

125,870

80,063

             149,770

Provision (benefit) for income taxes

      (11,319)

     30,642

   (13,604)

3,582

9,203

             (16,940)

KindredEBITDA

204,944

252,064

126,612

       254,321

214,766

244,499

Impairment charges

76,082

107,899

     73,554

                    -  

                -  

               76,082

Litigation costs

30,850

5,000

              -  

            4,600

       23,850

               11,600

One-time bonus costs

        19,842

              -  

              -  

                    -  

       19,842

                         -

Facility closing costs

          6,542

              -  

       1,490

                    -  

         6,043

                      499

Customer bankruptcy costs

                  -  

              -  

              -  

            1,857

                -  

                  1,857

Severance, retirement and other restructuring costs

          6,016

8,730

     16,769

            6,636

         2,353

               10,299

Lease cancellation charges

                  -  

1,691

1,819

               247

                -  

                      247

Transaction costs

          2,112

2,231

33,937

9,293

1,665

9,740

Kindred Adjusted EBITDA

$

346,388

$

377,615

$

254,181

$

276,954

$

268,519

354,823

Gentiva Adjusted EBITDA

163,347

$

Estimated cost savings in year one

35,000

$

Kindred EBITDA

$

204,944

$

252,064

$

126,612

$

254,321

$

214,766

$

244,499

Rent expense

311,526

303,564

276,540

241,449

230,605

322,370

Kindred EBITDAR

$

516,470

$

555,628

$

403,152

$

495,770

$

445,371

$

566,869

Kindred Adjusted EBITDA

$

346,388

$

377,615

$

254,181

$

276,954

$

268,519

$

354,823

Rent expense, less lease cancellation charges

311,526

301,873

274,721

241,202

230,605

322,123

Kindred Adjusted EBITDAR

$

657,914

$

679,488

$

528,902

$

518,156

$

499,124

676,946

Gentiva Adjusted EBITDAR

208,068

$

Estimated cost savings in year one

35,000

$

             (43,680)

Twelve months

ended September 30,

2014

   (66,543)

$

8,841

Income (loss) from continuing operations

      (41,906)

$

   (45,483)

Year ended December 31,

Nine months ended September 30,

$

7,067

Kindred Acquisition Adjusted EBITDA

518,170

885,014

Kindred Acquisition Adjusted EBITDA - pro forma with cost savings

553,170

Kindred Acquisition Adjusted EBITDAR - pro forma with cost savings

920,014

Kindred Acquisition Adjusted EBITDAR

Reconciliation of Kindred Non-GAAP Measures

(continued)

30

Gentiva Reconciliation of

Non-GAAP Measures

31

(in thousands)

2013

2014

2013

Consolidated statement of income data:

Home Health

$

965,848

$

793,467

$

706,141

$

    1,053,174

Hospice

715,190

519,073

534,366

       699,897

Community Care

45,606

171,011

-

       216,617

   Net Revenue

$

1,726,644

$

1,483,551

$

1,240,507

$

    1,969,688

Cost of services sold

942,180

811,077

660,998

    1,092,259

Gross profit

784,464

672,474

579,509

877,429

Selling, general and administrative expenses

       (706,227)

       (567,722)

       (483,243)

     (790,706)

Goodwill and other long-lived asset impairment

       (612,380)

                      -  

       (210,672)

     (401,708)

Interest income

              2,704

              1,899

             2,066

            2,537

Interest expense and other

       (113,088)

          (75,805)

         (68,849)

     (120,044)

Income (loss) from continuing operations before income taxes and equity in net

(loss) earnings of CareCentrix Holdings, Inc.

       (644,527)

           30,846

       (181,189)

     (432,492)

Income tax (expense) benefit

           39,953

          (12,499)

            (2,827)

         30,281

Equity in net (loss) earnings of CareCentrix Holdings, Inc.

                      -  

               (490)

                     -  

             (490)

Net income (loss) from continuing operations

       (604,574)

           17,857

       (184,016)

     (402,701)

Net income attributable to noncontrolling interests

               (487)

               (170)

               (425)

             (232)

$

$

Twelve months

ended

September 30,

2014

     (402,933)

Net income (loss) from continuing operations attributable to Gentiva shareholders

       (605,061)

Year ended

December 31,

Nine months ended September 30,

$

       (184,441)

$

           17,687

Gentiva Reconciliation of

Non-GAAP Measures

(continued)

32

(in thousands)

2013

2014

2013

$

$

Interest, net

       110,384

             73,906

            66,783

              117,507

Depreciation and amortization

          24,621

             21,207

            14,541

                31,287

Gentiva EBITDA

      (509,522)

          125,959

          (99,865)

            (283,698)

Impairment charges

       612,380

                       -  

          210,672

Cost savings initiatives and other restructuring costs

            8,742

               4,317

                   262

Acquisition, merger and integration costs

          18,797

               8,466

              2,322

                24,941

Impact of closed locations

            4,565

               3,034

                      -  

                    7,599

Gentiva Adjusted EBITDA

$

134,962

$

141,776

$

113,391

$

163,347

Gentiva EBITDA

$

      (509,522)

$

          125,959

$

          (99,865)

$

            (283,698)

Rent expense

          43,370

             33,467

            30,584

                46,253

Gentiva EBITDAR

$

      (466,152)

$

          159,426

$

          (69,281)

$

            (237,445)

Gentiva Adjusted EBITDA

$

       134,962

$

          141,776

$

          113,391

$

              163,347

Rent expense, excluding certain charges

          42,351

             32,954

            30,584

                44,721

Gentiva Adjusted EBITDAR

$

       177,313

$

          174,730

$

143,975

$

              208,068

              401,708

                12,797

$

             30,846

$

        (181,189)

Nine months ended September 30,

Income (loss) from continuing operations before income taxes

and equity in net (loss) earnings of CareCentrix Holdings, Inc.

      (644,527)

Twelve months ended

September 30,

2014

            (432,492)

Year ended

December 31,

33

Centerre Reconciliation of

Non-GAAP Measures

($ In Thousands)

Twelve months ended

Sept. 30, 2014

Estimated 2014

Revenues

$183,438

$198,513

Operating income (EBITDAR)

$48,797

$48,337

Rent

18,030

20,199

EBITDA

30,767

28,138

Depreciation and amortization

3,177

3,060

Interest, net

582

500

Income from continuing operations before income taxes

27,008

24,578

Provision for income taxes

4,848

4,300

Income from continuing operations

22,160

20,278

Earnings attributable to noncontrolling interests

(14,937)

(13,871)

Income from continuing operations attributable to Centerre

$7,223

$6,407

J.P. Morgan

Annual Healthcare

Conference

January 2015