Total knee replacement effectively relieves arthritis pain but improvement in physical function varies. A clearer understanding of the patient attributes associated with differing levels of functional gain after TKR is critical to surgical decision making. We reviewed 8050 primary, unilateral TKR patients enrolled in a prospective registry between 2000 and 2005 who had complete data. We evaluated associations between 12-month function (SF12/PCS) and preoperative gender, age, BMI, emotional health (MCS), knee diagnosis, quadriceps strength, and physical function (PCS). More than 98% of patients reported pain relief (KS pain score). At 12 months, mean PCS gain was 13.6 points, but the distribution was bimodal. The mean gain in PCS in the 63% of patients with greater improvement was 21 (SD = 7), and 4.1 (SD = 7) in the remaining 37%. Increased likelihood of poor functional gain was associated with older age, body mass index (BMI) over 40, lower MCS, and poor quadriceps strength. While two-thirds of patients reported functional gain well above national average at 12 months post-TKR, 37% reported limited functional improvement. Further understanding of the patient attributes associated with limited improvement will guide the design of innovative strategies to improve functional outcomes. LEVEL OF EVIDENCE: Level II, prognostic study. See the Guidelines for Authors for a complete description of levels of evidence.