SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to ss.240.13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to ss.240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Healthsouth Corp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
421924309
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
1. NAME OF REPORTING PERSONS
TIAA-CREF Investment Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 3,222,998
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 3,222,998
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,222,998
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.66%
12. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSONS
College Retirement Equities Fund-Stock Account
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 2,647,880
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 2,647,880
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,647,880
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.008%
12. TYPE OF REPORTING PERSON
IV
1. NAME OF REPORTING PERSONS
Teachers Advisors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 994,338
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 994,338
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
994,338
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.13%
12. TYPE OF REPORTING PERSON
IA
ITEM 1(a). NAME OF ISSUER:
Heathsouth Corp.
ITEM 1(a). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Healthsouth Parkway
Birmingham, AL 35243
ITEMS 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND
CITIZENSHIP OF PERSONS FILING:
TIAA-CREF Investment Management, LLC ("Investment
Management")
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
College Retirement Equities Fund-Stock Account ("CREF Stock
Account")
730 Third Avenue
New York, NY 10017-3206
Citizenship: New York
Teachers Advisors, Inc. ("Advisors")
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
421924309
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO ss.240.13d-1(b), OR
ss.240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
INVESTMENT MANAGEMENT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CREF STOCK ACCOUNT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) (x) Investment Company registered under Section 8 of the Investment
Company Act.
(e) ( ) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ADVISORS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1:
(a) Aggregate amount beneficially owned: 4,217,336 (See
Exhibit A)
(b) Percent of class: 4.79%
(c) Number of shares as to which the person has:
INVESTMENT MANAGEMENT CREF-STOCK ACCOUNT ADVISORS
--------------------- ------------------ --------
Sole Voting Power: 3,222,998 0 994,338
Shared Voting Power: 0 2,647,880 0
Sole Dispositive Power: 3,222,998 0 994,338
Shared Dispositive Power: 0 2,647,880 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (x) See Exhibit A.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 13, 2009
TIAA-CREF INVESTMENT
MANAGEMENT, LLC
By: /s/ Michael Albert
---------------------------------
Michael Albert
Managing Director, Control Services
COLLEGE RETIREMENT EQUITIES
FUND-STOCK ACCOUNT
By: /s/ Michael Albert
---------------------------------
Michael Albert
Managing Director Control Services
TEACHERS ADVISORS, INC.
By: /s/ Mike Albert
---------------------------------
Michael Albert
Managing Director, Control Services
EXHIBIT A
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ITEM 6. OWNERSHIP.
TIAA-CREF Investment Management, LLC ("Investment Management") acts as the
investment adviser to the College Retirement Equities Fund ("CREF"), a
registered investment company, and may be deemed to be a beneficial owner of
3,222,998 shares of Issuer's common stock owned by CREF. The 2,647,880 shares of
common stock separately referenced in Item 4(c) for the CREF Stock Account are
included within the 3,222,998 shares owned by CREF. Teachers Advisors, Inc.
("Advisors") is the investment adviser to three registered investment companies,
TIAA-CREF Funds ("Mutual Funds"), TIAA-CREF Life Funds ("Life Funds"), and TIAA
Separate Account VA-1 ("VA-1"), as well as the TIAA-CREF Asset Management
Commingled Funds Trust I ("TCAM Funds"), and may be deemed to be a beneficial
owner of 994,338 shares of Issuer's common stock owned by the Mutual Funds, Life
Funds and VA-1. Investment Management and Advisors are reporting their combined
holdings for the purpose of administrative convenience. These shares were
acquired in the ordinary course of business, and not with the purpose or effect
of changing or influencing control of the Issuer. Each of Investment Management
and Advisors expressly disclaims beneficial ownership of the other's securities
holdings and each disclaims that it is a member of a "group" with the other.