8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 7, 2014

SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware Delaware	001-34465 001-31441	20-1764048 23-2872718
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices) (Zip Code)

(717) 972-1100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure.

Attached as exhibit 99.1 are the glossy pages that will accompany the Form 10-K of Select Medical Holdings Corporation and Select Medical Corporation for the year ended December 31, 2013 and made available to the stockholders of Select Medical Holdings Corporation beginning on or about March 7, 2014 in connection with the annual meeting of stockholders of Select Medical Holdings Corporation.

The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished solely to satisfy the requirements of Regulation FD and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Glossy pages accompanying the Form 10-K of Select Medical Holdings Corporation and Select Medical Corporation for the year ended December 31, 2013.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

		SELECT MEDICAL HOLDINGS CORPORATION
		SELECT MEDICAL CORPORATION
Date:	March 7, 2014	By:	/s/ Michael E. Tarvin
			Michael E. Tarvin
			Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Glossy pages accompanying the Form 10-K of Select Medical Holdings Corporation and Select Medical Corporation for the year ended December 31, 2013.

4

EX-99.1

Exhibit 99.1

[LOGO]

SELECT MEDICAL BUSINESSES TOGETHER WITH ITS PARTNERS, SELECT MEDICAL OWNS AND/OR OPERATES MULTIPLE BUSINESSES ACROSS THE UNITED STATES. SERVICE LINES INCLUDE: LONG TERM ACUTE CARE HOSPITALS OUTPATIENT REHABILITATION CLINICS Select Medical’s outpatient division operates more than 1,000 clinics. These clinics offer a wide range of services, including physical therapy and hand/occupational therapy, sports rehabilitation, work injury prevention and management. Select Medical empowers its therapists by providing an industry-leading library of clinical education opportunities. Select Medical operates 108 specialty hospitals known as long term acute care hospitals. Seventy-eight of these facilities are hospitals-within-hospitals (HIHs). The remaining hospitals are freestanding facilities. Each of these hospitals offer a specialized environment to care for many of the most vulnerable and medically complex patients, the chronic critically ill. NovaCare Rehabilitation Select Physical Therapy First Choice Rehabilitation Specialists Kessler Rehabilitation Center KORT - Kentucky Orthopedic Rehab Team Saco Bay Physical Therapy Select Specialty Hospital Regency Hospital select medical also partners with other leading health care systems to operate: SSM Physical Therapy Baylor Institute for Rehabilitation, Outpatient Services Through its contract therapy business, Select Medical provides physical, occupational and speech-language therapy services to skilled nursing facilities, assisted living and senior care centers, schools, pediatric centers, acute care hospitals, worksites and private homes. Through its inpatient rehabilitation division, Select Medical owns and/or operates 15 hospitals under eight brands. Kessler Institute For Rehabilitation West Gables Rehabilitation Hospital Select Rehabilitation Hospital of San Antonio Select Medical Rehabilitation Services Metro Therapy select medical also partners with other leading health care systems to operate: SSM Rehabilitation Hospital Baylor Institute for Rehabilitation Penn State Hershey Rehabilitation Hospital Scottsdale Rehabilitation Hospital OhioHealth Rehabilitation Hospital select medical also partners with other leading health care systems to operate: SSM Homeward Bound Extraordinary Relationships Extraordinary Outcomes CONTRACT THERAPY INPATIENT REHABILITATION HOSPITALS

OUR NATIONAL FOOTPRINT (AS OF DECEMBER 31, 2013) AK HI WA MT ID WY ND SD MN WI MI NY VT ME NH MA CT PA OH IN IL IA NE MO KS CO UT NV CA AZ NM TX OK AR LA MS AL GA SC NC VA MD DE DC WV TN KY FL NJ RI OR 32 13 12 22 32 21 55 11 86 01 73 47 04 52 71 17 45 31 34 15 22 59 71 31 72 91 20 15 27 40 64 13 24 14 33 12 42 19 60 13 21 11 81 13 92 23 11 48 39 10 06 21 13 11 33 33 31 11 45 55 59 2 39 21 11 12 81 11 14 1 1,006 15 499 108 INPATIENT REHABILITATION HOSPITALS OUTPATIENT REHABILITATION CLINICS CONTRACT THERAPY LOCATIONS LONG TERM ACUTE CARE HOSPITALS

Dear Stockholders The pace of change within the health care sector has been quick and seemingly constant. Like many health care providers, we began 2013 facing reimbursement changes. We dealt with the challenge by remaining focused on what we do best: provide high-quality care to our patients, provide an excellent workplace for our dedicated employees and build value for our stockholders. In 2013 we returned $42 million in capital to our investors through dividends. Over the course of the year, we issued three separate dividends of 10 cents per share for a total of 30 cents. We also continued our stock buy back program in the first quarter of 2013, and plan to continue to be opportunistic. Even better, we ended the year learning that long-sought patient criteria for our Long Term Acute Care Hospitals (LTACHs) had finally been achieved in Washington, D.C. As a result, we now have an even clearer path for growth ahead of us. 2013 was also a year of additional joint ventures, service innovation, and enhanced leadership for Select Medical. Within our LTACH division, we saw the company’s first full year with a Chief Medical Officer at the helm of the division’s medical and clinical operations. Samuel Hammerman, M.D. and his team began building on our already solid foundation of clinical excellence. The team focused on best practices-sharing for programs such as wound care, pulmonary care and infectious disease control. They also improved risk analysis and safety protocols; and, working with our Chief Quality Officer, Lisa Snyder, M.D., increased research on the effectiveness of our very specialized care settings. In 2013, we also accelerated the growth of our inpatient rehabilitation division by adding three hospitals. In June 2013, we added the 42-bed Select Rehabilitation Hospital of San Antonio to our organization. We also acquired a joint venture with Scottsdale Healthcare to begin managing the 50-bed Scottsdale Healthcare Rehabilitation Hospital in Arizona. In August 2013, our joint venture with OhioHealth led to the opening of the 44-bed OhioHealth Rehabilitation Hospital in Columbus, Ohio. And in December of 2013, Select Medical announced a new joint venture with both UCLA Health and Cedars-Sinai to open a 138-bed rehabilitation hospital in Century City, California. Construction is expected to begin in 2014 with a projected opening by late 2015. For more than two decades, U.S. News and World Report has named our Kessler Institute for Rehabilitation to its exclusive list of top-ranked hospitals. In 2013, for the eighth consecutive year, the magazine ranked Kessler as the number two inpatient rehabilitation hospital in the United States. Our outpatient division also continued to perform well, integrating several new physical therapy practices and ending the year with more than 1,000 clinics nationwide. In 2013, The Chicago Tribune named one of this division’s key brands, NovaCare Rehabilitation, to its exclusive list of top 10 employers to work for in health care. In 2013 we sharpened our focus on creating the best possible patient experience across each of our service lines. This differentiator continues to be part of our commitment to build and sustain the loyalty of our patients and referral sources. Called

, the effort led to an April 2013 conference of 200 of our top leaders to strategize and plan additional service innovations. We also spent considerable time reviewing how to deliver the best possible employee experience. Having leaders take on new responsibilities is essential to ensuring that our company can continue to prosper. As part of our succession plan, on January 1, 2014, Select Medical President David Chernow was named President and Chief Executive Officer. I moved to Executive Chairman and Co-Founder to succeed Rocco Ortenzio, who moved to Vice-Chairman and Co-Founder. Mr. Chernow’s health care background, corporate vision, and respect for Select Medical’s employees and culture of high-performance are just what we need moving forward. Across the company, we have the right leaders in place. Our competitive position is strong. Our reputation for excellence in partnership and joint venture management continues to grow. I know our senior management team fully intends to capitalize on our position to build more value for you and for our 30,000-plus dedicated staff who trust us as their employer of choice. Eighteen years after our founding, we have never been more excited about what the future holds for Select Medical. We hope you share our enthusiasm and as always, we are grateful for your continued belief in our company’s overall mission: To improve quality of life. Thank you for your trust and confidence in Select Medical. Robert A. Ortenzio Executive Chairman and Co-Founder Rocco A. Ortenzio Vice Chairman and Co-Founder

FINANCIAL HIGHLIGHTS SELECT MEDICAL HOLDINGS CORPORATION (In thousands, except per share data) 2013 2012 2011 2010 2009 FOR THE YEARS ENDED Net operating revenues $ 2,975,648 $ 2,948,969 $ 2,804,507 $ 2,390,290 $ 2,239,871 Income from operations 301,436 336,859 310,719 236,137 235,838 Net income attributable to Select Medical Holdings Corporation 114,390 148,230 107,846 77,644 75,282 Income per common share, fully diluted 0.82 1.05 0.71 0.48 0.61 Cash flow from operations 192,523 298,682 217,128 144,537 165,639 SEGMENT INFORMATION Net operating revenues Specialty hospitals $ 2,198,121 $ 2,197,529 $ 2,095,519 $ 1,702,165 $ 1,557,821 Outpatient rehabilitation 777,177 751,317 708,867 688,017 681,892 Other 350 123 121 108 158 Total Net Operating Revenues $ 2,975,648 $ 2,948,969 $ 2,804,507 $ 2,390,290 $ 2,239,871 Adjusted EBITDA(1) Specialty hospitals $ 353,843 $ 381,354 $ 362,334 $ 284,558 $ 290,370 Outpatient rehabilitation 90,313 87,024 83,864 83,772 89,072 Other (71,295) (62,531) (60,237) (61,251) (49,215) Total Adjusted EBITDA $ 372,861 $ 405,847 $ 385,961 $ 307,079 $ 330,227 BALANCE SHEET SNAPSHOT AT YEAR END Cash and cash equivalents $ 4,319 $ 40,144 $ 12,043 $ 4,365 $ 83,680 Working capital (deficit) 82,878 80,397 99,472 (70,232) 156,685 Total assets 2,817,622 2,761,361 2,772,147 2,722,086 2,588,146 Total debt 1,445,275 1,470,243 1,396,798 1,430,769 1,405,571 Stockholders’ equity 786,234 717,048 819,679 780,947 735,930 We define Adjusted EBITDA as net income before interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, equity in earnings (losses) of unconsolidated subsidiaries, other income (expense), and long-term incentive compensation. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of our operating units. (1)

BOARD OF DIRECTORS Robert A. Ortenzio Executive Chairman and Co-Founder Select Medical Holdings Corporation Bryan C. Cressey Founder & Partner Cressey & Company William H. Frist, M.D. Former Majority Leader of the United States Senate Partner, Cressey & Company Rocco A. Ortenzio Vice Chairman and Co-Founder Select Medical Holdings Corporation James E. Dalton, Jr. Retired CEO Quorum Health Group, Inc. Thomas A. Scully General Partner Welsh, Carson, Anderson & Stowe Russell L. Carson Co-Founder & General Partner Welsh, Carson, Anderson & Stowe James S. Ely III Founder & Chief Executive Officer Priority Capital Management, LLC Leopold Swergold Managing Member Anvers Management Company, LLC EXECUTIVE OFFICERS Robert A. Ortenzio Executive Chairman and Co-Founder Martin F. Jackson Executive Vice President & Chief Financial Officer Michael E. Tarvin Executive Vice President, General Counsel & Secretary Rocco A. Ortenzio Vice Chairman and Co-Founder John A. Saich Executive Vice President & Chief Human Resources Officer Scott A. Romberger Senior Vice President, Controller & Chief Accounting Officer David S. Chernow President and Chief Executive Officer James J. Talalai Executive Vice President & Chief Operating Officer Robert G. Breighner, Jr. Vice President, Compliance and Audit Services & Corporate Compliance Officer CORPORATE INFORMATION Corporate Headquarters Select Medical Holdings Corporation 4714 Gettysburg Road Mechanicsburg, PA 17055 717.972.1100 Shareholder Inquiries Joel T. Veit Senior Vice President & Treasurer 4714 Gettsyburg Road Mechanicsburg, PA 17055 717.972.1100 | ir@selectmedical.com Register & Stock Transfer Agent Shareholder correspondence should be mailed to: Computershare P.O. Box 30170 College Station, TX 77842-3170 Independent Registered Public Accounting Firm PricewaterhouseCoopers, LLC Two Commerce Square, Suite 1700 2001 Market Street Philadelphia, PA 19103-7042 Stock Exchange NYSE Symbol: SEM Internet Address selectmedicalholdings.com Overnight correspondence should be mailed to: Computershare 211 Quality Circle, Suite 210 College Station, TX 77845

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