Supplemental Guarantor and Non-Guarantor Financial Information

Gentiva’s guarantor subsidiaries are guarantors to the Company’s debt securities which are registered under the Securities Act of 1933, as amended. The condensed consolidating financial statements presented below are provided pursuant to Rule 3-10 of Regulation S-X. Separate financial statements of each subsidiary guaranteeing Gentiva’s debt securities are not presented because the guarantor subsidiaries are jointly and severally, fully and unconditionally liable under the guarantees, subject to certain customary release provisions and 100 percent owned by the Company. There are no restrictions on the ability to obtain funds from these subsidiaries by dividends or other means.

The following condensed consolidating financial statements include the balance sheets as of December 31, 2012 and December 31, 2011, statements of comprehensive income for the years ended December 31, 2012, December 31, 2011 and December 31, 2010 and statements of cash flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010 of (i) Gentiva Health Services, Inc., (ii) its guarantor subsidiaries, and (iii) its non-guarantor subsidiaries, (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting) along with eliminations necessary to arrive at the information for the Company on a consolidated basis. Odyssey and its 100 percent owned subsidiaries are reflected as guarantor subsidiaries and Odyssey’s majority owned subsidiaries are reflected as non-guarantor subsidiaries in the condensed consolidating financial statements from August 17, 2010. The condensed consolidating financial statements should be read in conjunction with the accompanying consolidated financial statements.

Condensed Consolidating Balance Sheet

December 31, 2012

(In thousands)



	Gentiva Health Services, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	166,140	$	—	$	40,912	$	—		$	207,052
Receivables, net	—		245,191		19,744		(13,855		)	251,080
Deferred tax assets, net	—		10,280		1,983		—			12,263
Prepaid expenses and other current assets	—		36,899		8,733		—			45,632
Total current assets	166,140		292,370		71,372		(13,855		)	516,027
Notes receivable from CareCentrix	—		28,471		—		—			28,471
Fixed assets, net	—		41,066		348		—			41,414
Intangible assets, net	—		193,513		100		—			193,613
Goodwill	—		650,300		6,064		—			656,364
Investment in subsidiaries	1,002,204		27,210		—		(1,029,414		)	—
Other assets	—		75,039		6		—			75,045
Total assets	$	1,168,344	$	1,307,969	$	77,890	$	(1,043,269	)	$	1,510,934
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	25,000	$	—	$	—	$	—		$	25,000
Accounts payable	—		27,300		—		(13,855		)	13,445
Other current liabilities	—		202,321		49,133		—			251,454
Total current liabilities	25,000		229,621		49,133		(13,855		)	289,899
Long-term debt	910,182		—		—		—			910,182
Deferred tax liabilities, net	—		42,165		—		—			42,165
Other liabilities	—		33,979		9		—			33,988
Total Gentiva shareholders’ equity	233,162		1,002,204		27,210		(1,029,414		)	233,162
Noncontrolling interests	—		—		1,538		—			1,538
Total equity	233,162		1,002,204		28,748		(1,029,414		)	234,700
Total liabilities and equity	$	1,168,344	$	1,307,969	$	77,890	$	(1,043,269	)	$	1,510,934

Condensed Consolidating Balance Sheet

December 31, 2011

(In thousands)



	Gentiva Health Services, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	124,101	$	—	$	40,811	$	—		$	164,912
Receivables, net	—		283,552		18,168		(11,131		)	290,589
Deferred tax assets, net	—		24,560		1,891		—			26,451
Prepaid expenses and other current assets	—		32,619		6,904		(1,144		)	38,379
Total current assets	124,101		340,731		67,774		(12,275		)	520,331
Note receivable from CareCentrix	—		25,000		—		—			25,000
Fixed assets, net	—		45,917		329		—			46,246
Intangible assets, net	—		214,774		100		—			214,874
Goodwill	—		635,605		6,064		—			641,669
Investment in subsidiaries	1,063,962		25,173		—		(1,089,135		)	—
Other assets	—		82,200		8		—			82,208
Total assets	$	1,188,063	$	1,369,400	$	74,275	$	(1,101,410	)	$	1,530,328
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	14,903	$	—	$	—	$	—		$	14,903
Accounts payable	—		22,913		831		(11,131		)	12,613
Other current liabilities	—		223,165		45,655		(1,144		)	267,676
Total current liabilities	14,903		246,078		46,486		(12,275		)	295,192
Long-term debt	973,222		—		—		—			973,222
Deferred tax liabilities, net	—		32,498		—		—			32,498
Other liabilities	—		26,862		23		—			26,885
Total Gentiva shareholders’ equity	199,938		1,063,962		25,173		(1,089,135		)	199,938
Noncontrolling interests	—		—		2,593		—			2,593
Total equity	199,938		1,063,962		27,766		(1,089,135		)	202,531
Total liabilities and equity	$	1,188,063	$	1,369,400	$	74,275	$	(1,101,410	)	$	1,530,328

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2012

(In thousands)



	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	1,666,368		$	61,656		$	(15,220	)	$	1,712,804
Cost of services sold	—			884,903			39,058			(15,220		)	908,741
Gross profit	—			781,465			22,598			—			804,063
Selling, general and administrative expenses	—			(638,975		)	(16,791		)	—			(655,766		)
Goodwill, intangibles and other long-lived asset impairment	—			(19,132		)	—			—			(19,132		)
Gain on sale of assets and businesses, net	—			8,014			—			—			8,014
Interest (expense) and other, net	(90,054		)	—			107			—			(89,947		)
Equity in earnings of subsidiaries	79,622			3,038			—			(82,660		)	—
(Loss) income from continuing operations before income taxes and equity in net earnings of CareCentrix	(10,432		)	134,410			5,914			(82,660		)	47,232
Income tax benefit (expense)	37,228			(52,487		)	(1,992		)	—			(17,251		)
Equity in net (loss) earnings of CareCentrix	—			(2,301		)	—			—			(2,301		)
Income from continuing operations	26,796			79,622			3,922			(82,660		)	27,680
Discontinued operations, net of tax	—			—			—			—			—
Net income	26,796			79,622			3,922			(82,660		)	27,680
Noncontrolling interests	—			—			(884		)	—			(884		)
Net income attributable to Gentiva shareholders	$	26,796		$	79,622		$	3,038		$	(82,660	)	$	26,796
Comprehensive income	$	26,796		$	79,622		$	3,922		$	(82,660	)	$	27,680

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2011

(In thousands)



	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	1,757,459		$	52,404		$	(11,085	)	$	1,798,778
Cost of services sold	—			921,826			37,714			(11,085		)	948,455
Gross profit	—			835,633			14,690			—			850,323
Selling, general and administrative expenses	—			(715,343		)	(15,064		)	—			(730,407		)
Goodwill, intangibles and other long-lived asset impairment	—			(643,305		)	—			—			(643,305		)
Gain on sale of assets and businesses, net	—			1,061			—			—			1,061
Dividend income	—			8,590			—			—			8,590
Interest (expense) and other, net	(88,665		)	—			55			—			(88,610		)
Equity in earnings of subsidiaries	(380,176		)	221			—			379,955			—
Loss from continuing operations before income taxes and equity in net earnings of CareCentrix	(468,841		)	(513,143		)	(319		)	379,955			(602,348		)
Income tax benefit (expense)	18,316			56,637			815			—			75,768
Equity in net earnings of CareCentrix	—			68,381			—			—			68,381
(Loss) income from continuing operations	(450,525		)	(388,125		)	496			379,955			(458,199		)
Discontinued operations, net of tax	—			7,949			366			—			8,315
Net (loss) income	(450,525		)	(380,176		)	862			379,955			(449,884		)
Noncontrolling interests	—			—			(641		)	—			(641		)
Net (loss) income attributable to Gentiva shareholders	$	(450,525	)	$	(380,176	)	$	221		$	379,955		$	(450,525	)
Comprehensive (loss) income	$	(451,003	)	$	(380,176	)	$	862		$	379,955		$	(450,362	)

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2010

(In thousands)



	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	1,388,234		$	38,463		$	(12,238	)	$	1,414,459
Cost of services sold	—			667,389			24,923			(12,238		)	680,074
Gross profit	—			720,845			13,540			—			734,385
Selling, general and administrative expenses	—			(596,874		)	(9,990		)	—			(606,864		)
Gain on sale of businesses	—			103			—			—			103
Interest (expense) and other, net	(39,097		)	—			67			—			(39,030		)
Equity in earnings of subsidiaries	75,652			2,033			—			(77,685		)	—
Income from continuing operations before income taxes and equity in net earnings of CareCentrix	36,555			126,107			3,617			(77,685		)	88,594
Income tax benefit (expense)	15,600			(48,336		)	(1,340		)	—			(34,076		)
Equity in net earnings of CareCentrix	—			1,298			—			—			1,298
Income from continuing operations	52,155			79,069			2,277			(77,685		)	55,816
Discontinued operations, net of tax	—			(3,417		)	282			—			(3,135		)
Net income	52,155			75,652			2,559			(77,685		)	52,681
Noncontrolling interests	—			—			(526		)	—			(526		)
Net income attributable to Gentiva shareholders	$	52,155		$	75,652		$	2,033		$	(77,685	)	$	52,155
Comprehensive income	$	52,633		$	75,652		$	2,559		$	(77,685	)	$	53,159

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2012

(In thousands)



	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(18,089	)	$	138,316		$	5,741		$	—	$	125,968
INVESTING ACTIVITIES:
Purchase of fixed assets	—			(11,609		)	(170		)	—		(11,779		)
Proceeds from sale of businesses	—			9,220			—			—		9,220
Acquisition of businesses	—			(22,335		)	—			—		(22,335		)
Net cash used in investing activities	—			(24,724		)	(170		)	—		(24,894		)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock	3,980			—			—			—		3,980
Windfall tax benefits associated with equity-based compensation	88			—			—			—		88
Repayment of long-term debt	(52,943		)	—			—			—		(52,943		)
Debt issuance costs	(4,125		)	—			—			—		(4,125		)
Repurchase of common stock	(4,974		)	—			—			—		(4,974		)
Repayment of capital lease obligations	(135		)	—			—			—		(135		)
Other	4,673			(28		)	(5,470		)	—		(825		)
Net payments related to intercompany financing	113,564			(113,564		)	—			—		—
Net cash provided by (used in) financing activities	60,128			(113,592		)	(5,470		)	—		(58,934		)
Net change in cash and cash equivalents	42,039			—			101			—		42,140
Cash and cash equivalents at beginning of period	124,101			—			40,811			—		164,912
Cash and cash equivalents at end of period	$	166,140		$	—		$	40,912		$	—	$	207,052

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2011

(In thousands)



	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(46,730	)	$	51,221		$	650		$	—	$	5,141
INVESTING ACTIVITIES:
Purchase of fixed assets	—			(19,053		)	(178		)	—		(19,231		)
Proceeds from sale of businesses	—			146,261			54			—		146,315
Acquisition of businesses	—			(320		)	—			—		(320		)
Net cash provided by (used in) investing activities	—			126,888			(124		)	—		126,764
FINANCING ACTIVITIES:
Proceeds from issuance of common stock	7,901			—			—			—		7,901
Windfall tax benefits associated with equity-based compensation	192			—			—			—		192
Repayment of long-term debt	(63,438		)	—			—			—		(63,438		)
Debt issuance costs	(15,460		)	—			—			—		(15,460		)
Repayment of capital lease obligations	(267		)	—			—			—		(267		)
Other	—			(22		)	(651		)	—		(673		)
Net payments related to intercompany financing	178,087			(178,087		)	—			—		—
Net cash provided by (used in) financing activities	107,015			(178,109		)	(651		)	—		(71,745		)
Net change in cash and cash equivalents	60,285			—			(125		)	—		60,160
Cash and cash equivalents at beginning of period	63,816			—			40,936			—		104,752
Cash and cash equivalents at end of period	$	124,101		$	—		$	40,811		$	—	$	164,912

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2010

(In thousands)



	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(13,150	)	$	156,227		$	(456	)	$	—	$	142,621
INVESTING ACTIVITIES:
Purchase of fixed assets	—			(15,947		)	(237		)	—		(16,184		)
Proceeds from sale of businesses	—			9,796			—			—		9,796
Acquisition of businesses	—			(834,919		)	—			—		(834,919		)
Net cash used in investing activities	—			(841,070		)	(237		)	—		(841,307		)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock	8,618			—			—			—		8,618
Windfall tax benefits associated with equity-based compensation	948			—			—			—		948
Proceeds from issuance of debt	1,075,000			—			—			—		1,075,000
Borrowings under revolving credit facility	30,000			—			—			—		30,000
Repayment under revolving credit facility	(30,000		)	—			—			—		(30,000		)
Repayment of long-term debt	(260,437		)	—			—			—		(260,437		)
Repayment of Odyssey long-term debt	—			(108,822		)	—			—		(108,822		)
Debt issuance costs	(58,577		)	—			—			—		(58,577		)
Repurchase of common stock	(4,985		)	—			—			—		(4,985		)
Repayment of capital lease obligations	(645		)	—			—			—		(645		)
Other	(72		)	—			—			—		(72		)
Net payments related to intercompany financing	(796,095		)	793,665			2,430			—		—
Net cash (used in) provided by financing activities	(36,245		)	684,843			2,430			—		651,028
Net change in cash and cash equivalents	(49,395		)	—			1,737			—		(47,658		)
Cash and cash equivalents at beginning of period	113,211			—			39,199			—		152,410
Cash and cash equivalents at end of period	$	63,816		$	—		$	40,936		$	—	$	104,752