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):  February 16, 2016

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:

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

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

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

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

Item 2.02      Results of Operations and Financial Condition.

On February 17, 2016, Select Medical Holdings Corporation (the “Company”) issued a press release announcing an estimate of certain results for its fourth quarter and year ended December 31, 2015 in advance of the announcement of actual results, which is expected to occur after market close on February 25, 2016. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 7.01      Regulation FD Disclosure.

On February 16, 2016, the Company issued a press release announcing the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the pending acquisition of Physiotherapy Associates Holdings, Inc. by Select Medical Corporation, a wholly-owned subsidiary of the Company.  A copy of the press release is attached to this report as Exhibit 99.2.

Attached as Exhibit 99.3 and furnished for purposes of Regulation FD is a presentation the Company will use on February 18, 2016 in connection with discussions with its senior lenders regarding a proposed senior secured incremental term facility under its existing credit facility.

The information in this Current Report on Form 8-K (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K, respectively, 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 9.01              Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Select Medical Holdings Corporation Press Release dated February 17, 2016.
99.2	Select Medical Holdings Corporation HSR Press Release dated February 16, 2016.
99.3	Select Medical Holdings Corporation Lender Presentation.

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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: February 18, 2016	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	Select Medical Holdings Corporation Press Release dated February 17, 2016.
99.2	Select Medical Holdings Corporation HSR Press Release dated February 16, 2016.
99.3	Select Medical Holdings Corporation Lender Presentation.

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EX-99.1

Exhibit 99.1

NEWS R E L E A S E

FOR IMMEDIATE RELEASE 4714 Gettysburg Road Mechanicsburg, PA 17055 NYSE Symbol:  SEM

Select Medical Holdings Corporation Announces Estimate of Results for Fourth

Quarter and Year Ended December 31, 2015 in connection with Financing Discussions

MECHANICSBURG, PENNSYLVANIA - - February 17, 2016 - - In connection with discussions with its senior lenders regarding a proposed senior secured incremental term facility under its existing credit facility, Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM), today announced an estimate of certain results for its fourth quarter and year ended December 31, 2015 in advance of the announcement of actual results, which is expected to occur after market close on February 25, 2016.

Select Medical expects its net operating revenue for the fourth quarter to be approximately $1,039 million. Select Medical expects its net income before interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, Concentra acquisition costs, equity in earnings (losses) of unconsolidated subsidiaries, and gain on sale of equity investment (“Adjusted EBITDA”) for the fourth quarter to be approximately $101 million. Select Medical expects its income per common share for the fourth quarter to be approximately $0.22 on a fully diluted basis. Select Medical expects its net operating revenue for the full year to be approximately $3,743 million. Select Medical expects its Adjusted EBITDA for the full year be approximately $399 million. Select Medical expects its income per common share for the full year to be approximately $0.99 on a fully diluted basis. As of December 31, 2015, Select Medical expects approximately $14.4 million of cash and $2,424 million of indebtedness on its Balance Sheet. The above expectations regarding Select Medical’s results for the fourth quarter and full year are preliminary management estimates and projections based on currently available information, and are subject to change upon completion of Select Medical’s financial statement closing process and audit of full year results.

Business Outlook

Select Medical reaffirms the guidance it provided in its January 11, 2016 press release.  Select Medical expects consolidated net operating revenues for the full year 2016 to be in the range of $4.0 billion to $4.2 billion.  Select Medical expects Adjusted EBITDA for the full year 2016 to be in the range of $470 million to $510 million.  Select Medical expects fully diluted income per common share for the full year 2016 to be in the range of $0.72 to $0.91.  Select Medical assumed a 40.0% effective tax rate when preparing the above business outlook for 2016.  The business outlook does not take into consideration the pending acquisition of Physiotherapy Associates Holdings, Inc. previously announced on January 25, 2016.

Conference Call

Select Medical will host a conference call regarding its fourth quarter and full year results and its business outlook on Friday, February 26, 2016, at 9:00am EST. The domestic dial-in number for the call is 1-877-703-6105. The international dial-in number is 1-857-244-7304. The passcode for the call is 67220955. The conference call will be webcast simultaneously and can be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

For those unable to participate in the conference call, a replay will be available until 11:59pm EST, March 4, 2016. The replay number is 1-888-286-8010 (domestic) or 1-617-801-6888 (international). The passcode for the replay will be 63449153. The replay can also be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

*   *   *   *   *

Select Medical began operations in 1997 and has grown to be one of the largest operators of specialty hospitals and outpatient rehabilitation clinics in the United States based on number of facilities.  As of December 31, 2015, Select Medical operated 109 long term acute care hospitals and 18 acute medical rehabilitation hospitals in 28 states, and 1,038 outpatient rehabilitation clinics in 31 states and the District of Columbia.  Select Medical’s subsidiary, Concentra, provides occupational health, consumer health, physical therapy, and veteran’s healthcare services throughout the United States.  As of December 31, 2015, Concentra operated 300 centers in 38 states.  Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics.  Select’s contract therapy business provides medical rehabilitation services on a contracted basis to nursing homes, hospitals, assisted living and senior care centers, schools, and work sites.  As of December 31, 2015, Select Medical had operations in 46 states and the District of Columbia.  Information about Select Medical is available at www.selectmedical.com.

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995).  Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors including the following:

·changes in government reimbursement for our services due to the implementation of healthcare reform legislation, deficit reduction measures, and/or new payment policies (including, for example, the expiration of the moratorium limiting the full application of the 25 Percent Rule that would reduce our Medicare payments for those patients admitted to a long term acute care hospital from a referring hospital in excess of an applicable percentage admissions threshold) may result in a reduction in net operating revenues, an increase in costs and a reduction in profitability;

·the impact of the Bipartisan Budget Act of 2013, which establishes new payment limits for Medicare patients who do not meet specified criteria, may result in a reduction in net operating revenues and profitability of our long term acute care hospitals;

·the failure of our specialty hospitals to maintain their Medicare certifications may cause our net operating revenues and profitability to decline;

·the failure of our facilities operated as “hospitals within hospitals” to qualify as hospitals separate

from their host hospitals may cause our net operating revenues and profitability to decline;

·a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;

·acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources or expose us to unforeseen liabilities;

·our plans and expectations related to the Concentra acquisition, including expectations regarding the expected capital expenditures related to the acquisition, and our ability to realize anticipated synergies;

·private third-party payors for our services may undertake future cost containment initiatives that could limit our future net operating revenues and profitability;

·the failure to maintain established relationships with the physicians in the areas we serve could reduce our net operating revenues and profitability;

·shortages in qualified nurses, therapists, physicians, or other licensed providers could increase our operating costs significantly or limit our ability to staff our facilities;

·competition may limit our ability to grow and result in a decrease in our net operating revenues and profitability;

·the loss of key members of our management team could significantly disrupt our operations;

·the effect of claims asserted against us could subject us to substantial uninsured liabilities; and

·other factors discussed from time to time in our filings with the Securities and Exchange Commission, including factors under the heading “Risk Factors” in our quarterly report on Form 10-Q and in our annual report on Form 10-K.

Investor inquiries:

Joel T. Veit

Senior Vice President and Treasurer

717-972-1100

ir@selectmedical.com

SOURCE: Select Medical Holdings Corporation

EX-99.2

Exhibit 99.2

NEWS R E L E A S E

FOR IMMEDIATE RELEASE 4714 Gettysburg Road Mechanicsburg, PA 17055 NYSE Symbol:  SEM

Select Medical Corporation’s Proposed Acquisition of

Physiotherapy Associates Holdings, Inc. Receives Antitrust Clearance

MECHANICSBURG, PENNSYLVANIA — February 16, 2016 — Select Medical Holdings Corporation (“Select Holdings”) (NYSE: SEM) today announced that the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, applicable to the acquisition of Physiotherapy Associates Holdings, Inc. (“Physiotherapy”) by Select Medical Corporation (“Select”), a wholly-owned subsidiary of Select Holdings.

As previously announced, Select has signed a definitive Merger Agreement to acquire Physiotherapy for $400.0 million in cash, subject to certain adjustments in accordance with the terms set forth in the Merger Agreement.  The early termination of the HSR waiting period satisfies one of the conditions to the closing of the merger.  The transaction, which is expected to close in the first half of 2016, remains subject to the other closing conditions set forth in the Merger Agreement.

Select is one of the largest operators of specialty hospitals and outpatient rehabilitation clinics in the United States based on number of facilities.  On June 1, 2015, a joint venture created by Select and WCAS consummated the acquisition of Concentra, which provides occupational health, consumer health, physical therapy, and veteran’s healthcare services throughout the United States.  As of December 31, 2015, Select operated 109 long term acute care hospitals and 18 acute medical rehabilitation hospitals in 28 states, and 1,038 outpatient rehabilitation clinics in 31 states and the District of Columbia.  Select’s contract therapy business provides medical rehabilitation services on a contracted basis to nursing homes, hospitals, assisted living and senior care centers, schools, and work sites.  Concentra operated 300 centers in 38 states.  Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics.  Select had operations in 46 states and the District of Columbia. Information about Select is available at www.selectmedical.com.

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995).  These statements are based on current information and belief, and are not guarantees of future performance.  Among the risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements include factors discussed from time to time in our filings with the Securities and Exchange Commission, including factors discussed under the heading “Risk Factors” of the annual report on Form 10-K and subsequent Forms 10-Q.  Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise.  You should not place undue reliance on our forward-looking statements.  Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.

Investor inquiries:

Joel T. Veit

Senior Vice President and Treasurer

717-972-1100

ir@selectmedical.com

SOURCE: Select Medical Holdings Corporation

EX-99.3

Exhibit 99.3

LENDER PRESENTATION FEBRUARY 2016

Forward-Looking Statements This presentation may contain forward-looking statements based managementexpectations.Numerousfactors,includingthose market conditions and those detailed from time-to-time in the on current relatedto Company’s filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially.Readersshouldnotplaceunduerelianceonforward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.All references to “Select” used throughout this presentation refer to Select Medical Holdings Corporation and its subsidiaries. 2

Transaction Overview • On January 25, 2016, Select Medical Corporation (“Select” or the “Company”) announced the acquisition of Physiotherapy Associates (“Physio”) for $400mm in cash (subject to adjustment) • Physiotherapy Associates is a national provider of Outpatient Rehabilitation (“OR”) care and Orthotics and Prosthetics (“O&P”) services — Physio operates 558 OR clinics and 25 O&P clinics — FY 2015E Adjusted EBITDA of $32.7mm • Select Medical seeks to raise a 5-year up to $625mm Series F Term Loan due March 2021 to finance the acquisition of Physio and refinance the existing Series D Term Loan due December 2016 — $400mm to finance the acquisition and up to $225mm to refinance the Series D Term Loan • At close, Net Secured Leverage will be 3.47x and Net Total Leverage will be 5.15x, based on a combined Adjusted EBITDA of $421.4mm, including synergies • Lender commitments are due by March 2nd at 5pm ET • The acquisition is expected to close by March 4th 3

Pro Forma Capitalization Details New Series F Term Loan due March 2021 Cash from balance sheet $625.0 5.4 Physiotherapy purchase price Refinance Series D Term Loan due December 2016 Estimated financing fees and expenses $400.0 218.4 12.0 1 Select FY2015E Credit Agreement EBITDA of $368.3mm 2 Select FY2015E Credit Agreement EBITDA of $368.3mm plus $32.7mm of Physiotherapy EBITDA plus $20.4mm of synergies achieved by 2018 ($421.4mm) 3 Includes unamortized discount of $0.2mm. The Company plans to make an ECF payment of $3.0mm prior to closing, which would make the pro forma balance $215.4mm inclusive of the unamortized discount 4 Includes unamortized discount of $2.7mm. The Company plans to make an ECF payment of $7.2mm prior to closing, which would make the pro forma balance $524.8mm inclusive of the unamortized discount 5 Includes unamortized premium of $1.2 million 6 Pricing steps up by 25bps to L+425 if the corporate credit rating is downgraded by either Moody’s or S&P below B1/B+ Note: Excludes Concentra’s $655mm non-recourse debt 4 Transaction ($ in millions)FY 2015Ex EBITDA1impactFY 2015Ex EBITDA2Pricing Cash$8.4 $450mm RCF due March 2018295.0 Series D Term Loan due December 20163218.4 Series E Term Loan due June 20184532.0 New Series F Term Loan due March 2021--Other Debt12.0 ($5.4) (218.4) 625.0 $3.0 295.0L+375 --L+275 532.0L+400, 1% floor6 625.0L+475-500, 1% floor @ 98-98.5 12.0--Total Sr Secured Debt$1,057.42.87x Net Sr Secured Debt$1,049.02.85x $1,464.03.47x $1,461.03.47x 6.375% Sr. Notes due June 20215711.2 711.26.375% Total Debt$1,768.64.80x Net Debt$1,760.24.78x $2,175.25.16x $2,172.25.15x Total sources $630.4 Total uses $630.4 Sources: Uses:

Summary Terms—Series F Term Loan (1) Total leverage net of up to $75mm of cash 5 Borrower Select Medical Corporation (“Select Medical” or the “Borrower”) Size Up to $625mm Tenor 5 years (March 2021) Use of proceeds Finance the acquisition of Physiotherapy Associates (the “Target” or “Physio”) and refinance the existing Series D Term Loan Pricing Rate LIBOR Floor OID L+475-500 1.00% 98.0-98.5 Amort. 1% per annum Assumed corporate ratings B1 / B+ Assumed facility ratings Ba2 / B+ Security First lien on all tangible and intangible assets and stock of the Borrower and its domestic subsidiaries; 65% of the stock of any foreign subsidiaries Guarantors The Borrower and each direct and indirect wholly-owned domestic subsidiaries Optional redemption 101 soft call for 6 months Incremental • $50mm free and clear basket • Incremental of $400mm subject to 3.50x Secured Leverage Ratio(1) ($0 available pro forma for the transaction) • 50bps MFN for the life of the deal Financial maintenance covenants • Same as existing: — Total Net Leverage Ratio(1) < 5.75x — Max capital expenditures of $125mm annually Negative covenants Same as existing Bookrunners JPMorgan Chase Bank, N.A., performing its responsibilities through its affiliate, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Bank of America, N.A., Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada Administrative agent JPMorgan Chase Bank, N.A.

Transaction Timeline S M T W T F S S M T W T F S 1 8 2 9 16 23 3 10 17 24 4 11 5 12 19 6 13 20 27 1 8 15 22 29 3 10 17 24 31 5 12 19 26 7 14 21 28 6 13 20 27 7 14 21 28 9 16 23 30 11 18 25 22 29 25 26 Transaction Dates Bank Holidays SEM Earnings Call February 18th March 2nd March 4th Lender call at 11am ET Commitments due at 5pm ET Closing 6 DateActivity 18 15 4 2 March 2016 February 2016

 Physiotherapy Associates

Investment Rationale This is a business we know very well • Enhances Select’s position as a market leader in U.S. outpatient physical therapy (“PT”) with over 2,000 sites of PT service Select continues to move its business mix toward a 50/50 split between specialty hospitals and outpatient rehabilitation — Concentra acquisition in 2015 is also in the OR space Physio’s payor mix will continue to reduce Select’s Medicare reimbursement exposure — Medicare / Medicaid accounts for only 26% of Physio’s payor mix, providing for 70% pro forma non-Medicare payor mix Significant cost synergies: $20.4mm in run-rate cost synergies achieved by 2018, with $19.8mm achieved by the end of 2017 • • • 2015E 2016E 2014A IRF 11% 2015E 2016E 2014A Concentra 15% Concentra 23% Medicare 30% Medicare 37% IRF 12% LTACH 40% Medicare 44% Non Medicare 56% LTACH 51% LTACH 51% Non Medicare 63% IRF 12% Outpatient 25% Outpatient 38% Non Medicare 70% Outpatient 22% 8 Evolution of business mix Evolution of payor mix

Company Overview – Rehab Footprint(1) • Physio is the largest pure-play provider of Outpatient Rehabilitation services in the US — — 558 Outpatient Rehabilitation clinics spanning 28 states 25 Orthotics and Prosthetics clinics spanning 10 states (<10% of revenue & EBITDA) Physio's 558 OR clinics are within a one-hour drive of 75% of the U.S. population 5 29 4 9 19 3 6 87 29 10 6 12 15 32 42 3 27 3 D.C. 59 1 11 12 34 45 13 5 16 21 (1) Company data as of 9/30/15; excludes 25 O&P sites, which are primarily located in the Midwest and Mid-Atlantic 9

Business Overview Advanced Outpatient Rehabilitation clinics with comprehensive services • Orthopedic and musculo-skeletal injury rehab Sports injury rehabilitation Sport-specific training Hand / occupational therapy Physio@Work • • • • • Injury prevention Pediatric programs Geriatric programs Health and wellness Orthotics and prosthetics • • • • • • • 1,500 to 6,000 square feet Convenient access Evidence-based practice model Functional outcomes measured and reported Best-in-class clinicians Top-of-the-line equipment Flexible hours meet patient needs • • • • Platform of 25 Orthotics and Prosthetics clinics across 10 states Designing, manufacture, and fit braces, supports, and artificial limbs • — Patients suffer from musculoskeletal disorders or amputations resulting from accident, disease, or congenial defects • Represent less than 10% of total Company revenue and EBITDA Net revenue 16.3 EBITDA 16.9 16.4 2 9 1 3 1 2 1 1 4 1 2013 2014 2015E 10 2.6 2.3 2.4 O&P Financial Overview ($ mm) O&P Clinics by State Comprehensive Service Offering Advanced Clinics & Services

Outpatient Rehab Clinics 11 VISITS (000’s) 2,955 2,936 2,921 YEAR201320142015E REVENUE PER VISIT $98 $97 $98

Historical Financial Performance Overview Over the past year, Physio has invested heavily in initiatives and infrastructure to drive and support long-term growth of the business With its investments in human and physical infrastructure, the Company is poised for growth The financial data below is adjusted for certain estimates of revenue recognition adjustments Physio has resolved its revenue recognition accounting issues that contributed to the 2013 bankruptcy The business has demonstrated stable performance trends • • • • OR Revene OP Revenue $350 $35 $300 $30 $250 $25 $200 $20 $150 $15 $100 $10 $50 $5 $0 $0 FY 2013 FY 2014 FY 2015E FY 2013 FY 2014 FY 2015E 1 Pro forma for Revenue Recognition adjustments 2 2015E EBITDA is pro forma for certain implemented cost reductions, completed contract renegotiations, completed acquisitions and other customary adjustments 12 $32.3 $32.7 $27.4 $16.4 $16.9 $16.3 $300.8 $279.1 $280.8 Adj. Operational EBITDA(1)(2) ($ mm) Revenue(1) ($ mm)

Diversified Payor and Geographic Mix Diversified payor and geographic mix mitigate exposure to any payor or region 3.2% 2.9% 2.9% CA 12% 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Other 26% PA 11% OH 4% AZ 4% GA 10% MI 5% MD 9% VA 6% 2013 Mgd. care/commercial W/C Capitation 2014 YTD Sep 15 Medicare Medicaid Other AL 7% CO 6% • Top 5 commercial contracts are only ~14% of revenue No commercial payor >7% of revenue • No individual state represents more than 12% of revenue • (1) Does not include effect of revenue recognition adjustments. Geographic mix reflects YTD September 13 9.2% 9.6% 9.2% 14.4% 14.0% 14.3% 24.5% 24.2% 26.0% 48.8% 49.3% 47.6% Diversified Geographic footprint Diversified Payor Mix(1)

Clearly Identified Anticipated Synergies Expect to be fully integrated by 2018 • • Significant synergies largely from redundant headcount reductions Expected cost to achieve synergies of $5.0mm in severance, with most severance costs incurred in the first three to six months Potential revenue synergies as well from Physio adapting Select’s higher margin OR business strategy • Salaries, Wages, and Benefits Savings Other Operating Savings $20.4 $19.8(2) FY 2016E (1) Total is net of $4.9mm severance related costs to achieve synergies (2) Total is net of $0.1mm severance related costs to achieve synergies FY 2017E FY 2018E 14 $4.2 $5.5(1) $4.1 $16.2 $15.7 $2.4 $3.1 Anticipated net cost saving synergies ($mm)

2015E Pro Forma Credit Agreement EBITDA Bridge $4.2 $16.2 SEM Expected EBITDA Non-cash items Net cash distributions with non-wholly owned Add-back for SEM CreditPhysio EBITDA SW&B Synergies Other Operating Cost Synergies Pro forma Credit Agreement EBITDA specialty hospital Agreement EBITDA start-up losses Note: Physio run-rate synergies to be achieved by 2018 15 $32.7 $3.6$15.0 $421.4 $368.3 $350.9 ($1.2 )

Select Due Diligence of Physiotherapy Accounting Issues • Physiotherapy provided a detailed file of all Charges, Payments, and Adjustments for the period of January 2014 through September 2015 — The detail in the file included both the posted month and the service month for each transaction We analyzed over 39 million records and reconciled the Charges, Payments, and Adjustments per closing month to the Charges, Payments, and Adjustments per the financial statements Aligned Payments against service months to match payments recorded as received against the net revenues posted for the month The file showed that Physio’s method of recording net revenue consistently resulted in recording less net revenue than what was generated in cash receipts • • • 16

 SelectMedical Business Update

Pro Forma Company Footprint Diversified national presence 109 Long-Term Acute Care Hospitals (LTACH) (27 States) 5 2 5 1 5 12 2 1 2 18 Inpatient Rehabilitation Hospitals (8 States) 3 4 29 10 18 8 9 4 4 1 2 2 7 25 125 13 17 3 11 6 23 13 42 19 3 10 48 4 1 2 2 7 9 2 5 12 15 8 17 103 1 47 12 7 46 87 129 27 1 3 1,038 Outpatient Rehabilitation Centers (31 States and D.C.) 6 3 29 1 2 20 2 1 3 1 17 12 3 60 2 1 17 15 3 30 6 3 26 19 3 1 16 10 2 46 2 2 3 21 1 32 6 32 2 59 15 4 1 16 1 3 8 4 2 2 11 13 1 2 11 63 3 15 3 12 2 2 4 419 Contract Therapy Locations (30 States and D.C.) 2 7 20 5 7 13 2 2 1 12 1 6 2 2 4 1 14 34 9 6 45 5 2 17 23 7 16 5 5 98 21 62 10 8 1 46 1 3 300 Concentra Centers (38 States ) 1 93 583 Physio Clinics (28 States and D.C.) Note: As of 12/31/2015 18

The Pro Forma Select Medical Network Diversified across multiple business lines Specialty hospital segment Outpatient rehabilitation segment 19 Contract therapy Locations: 419 30 States and D.C. Occupational medicine Locations: 471 43 States Physical therapy outpatient centers Locations: 1,621 37 States and D.C. Inpatient rehabilitation hospitals Locations: 18 8 States Long term acute care hospitals Locations: 109 27 States

Strategy • Be the “preferred” provider of post acute care services in our markets — — — Structured relationships to align with patients Partner with academic / major medical institutions Hospital in hospital model in LTACH • Experts in our fields – LTACH, Inpatient Rehab, Outpatient Rehab and Occupational Medicine — Best in class — High quality clinical services Outpatient critical mass Continued growth — Rehab JVs — Acquisitions within core business lines • • 20

JVs Under Construction Los Angeles, CA 138 bed IRF (opening Q2 2016) New Orleans, LA 60 bed IRF (opening early 2017) Currently managing 1 unit with 29 total beds Cincinnati, OH 60 bed IRF (opening Q2 2016) Currently managing 2 units with 46 total beds 21

Growing Rehabilitation Network Partner in joint ventures with premier acute care hospitals and systems to build post acute networks •select -J MEDICAL []Cleveland Clini Rehabilitation Hospital .,_ ....Sdect_ Rehabilitation Od hu-ioHealth INSTITUTE FOR REHABIUTATION Select Medical HelenM.Simpson habilitation Partnering with Selt Medical . I InMt".l..uon¥ll'dh SMct l _I EMORY Rehabilitation Hospital REH ...-.,...., .--. HOSPITAL REHABILIWION HOSPITAL•SanAritonio REHABIUThTION HOSPrD\l!Dt enton Select Medical:Improving Quality of Life - Js•elect •JSelect ABI LITATION HONORHEALTH California A Cedars/UCLA Health Partnership INSTITUTE .-Ill Rfl-IA.BIUWION HOSPITAL SSM _IIJI' Rehabilitation Hospital ln partnershlpwithSelectMedlcal Network

Specialty Hospitals Poised for Growth LTACH 2 new LTACHs 1 new LTACH Begin phase-in of LTACH patient criteria 3 new LTACHs 1 new LTACH 1 new LTACH 2014 2015 2016 REHAB 23

Outpatient Rehab Clinics 24 5,219 4,971 VISITS 4,781 (000’s) 4,567 4,569 4,470 YEAR201020112012201320142015E REVENUE $101 $103 $103 $104 $103 $103 PER VISIT

2016 Outpatient Initiatives • Continued growth in workers’ comp business by illustrating historical ROI benefits of working with Select — Payors / Employers • Expand hand therapy services to more clinics • Expand concussion management program • Continued development of start-up clinics 25

Concentra Acquired 6/1/2015 Concentra is the leading provider of occupational health with 471 locations across 43 states • Service lines: — Centers: 300 occupational health locations, with some consumer health Onsite Clinics: 138 locations at employer locations CBOCs: 33 Community Based Outpatient Clinics serving Veterans Health Administration patients — — 26

Concentra Post-Acquisition Update • • Management transition Early results / earnings (6/1/15 – 12/31/15) — — — Revenue = $585.2mm Adjusted EBITDA = $48.3mm Adjusted EBITDA margin = 8.3% • Identification of $36 million of cost savings synergies 27

LTACH Regulatory Impact Well-positioned to succeed in an evolving landscape • Patient criteria in place since October 1, 2015 — 34 hospitals under criteria as of January — All hospitals to transition to criteria by the end of Q3 2016 • SEM hospitals are largely compliant — 1/31/2016 compliance for all SEM LTACHs at 86.0% • Significant market exists for LTACH compliant patients — ~350,000 – 400,000 / year compliant discharges from STACH vs. over ~134,000 annual LTACH industry admissions • Systematized way to identify compliant patients with acute care partners — Medpar data provides roadmap to compliant patients • Continued training of people and streamlining of processes to ensure successful transition to criteria 28

Status of LTACHs in Criteria • • • • 34 21 13 86.0%(1) Number of Hospitals: Post-criteria hospitals equal to or above pre-criteria census: Post-criteria hospitals below pre-criteria census: % of total compliant patients to total patients: Key volume indicators from sample Key pricing indicators from sample • Change in CMI Index from non-compliance (pre-criteria) to compliant (post-criteria): Illustrative impact to DRG payment • Total post-criteria Average Daily Census (“ADC”): % change in ADC pre to post criteria (for the 34 hospitals): 25-36 pts(3) ~1,033 patients • • (2.6%)(2) – Base rate (CMI = 1.0): Example of a 30pt(4) increase in the CMI Index ~$40k – Daily patient impact (for the 34 hospitals): Average patient impact per hospital per day: (27.6) – • Non-compliant CMI: 0.95 ~0.8 – $38k DRG payment: $40k x 0.95 = • Compliant CMI: 1.25 $50k – DRG payment: $40k x 1.25 = • Pricing impact: ~30%(4) (1) As of 01/31/16 based on all LTACH patients; Measured by all patients meeting LTACH criteria divided by all LTACH patients (2) Compares 90 days of pre-criteria ADC to post-criteria ADC (3) Based on October and November hospitals (11 hospitals) through December 31, 2015; the 30pt increase is the approximate av erage increase in CMI index from non-compliance to compliance (4) The pricing impact is calculated as the percent change between DRG payment for non-compliant of $38k and the DRG payment for compliant of $50k; (($50k-$38k)/$38k)= 31.6% 29 The positive pricing impact (+30%) more than offsets the negative volume impact (-2.6%) from the new LTACH criteria

 FinancialUpdate

Financial Policy 31 USE OF CAPITAL (OPPORTUNISTIC) Stock buybacks will continue to be opportunistic STOCK BUYBACK Board decision but none for the foreseeable future DIVIDENDS To be funded with cash or stock MINORITY EQUITY IN CONCENTRA Execution of put / call to begin end of FY18 (max 33.3% per year) Only in existing and related businesses ACQUISITION STRATEGY Highly accretive upon execution of synergies

Q4 2015 (Expected) • 2015 revenue of $3.7bn (increase of 22% year-over-year) – – – 4.5% increase in Specialty Hospitals 1.1% decrease in Outpatient Rehab (due to contract terminations in Contract Therapy) Concentra revenue contribution of $585mm since 6/1/15 • 2015 Adjusted EBITDA of $399mm (increase of 10% year-over-year)(1) – Blended margin of 10.7% including Concentra • Development pipeline continues to be strong – UCLA/Cedars JV (138 beds) in Q2 2016, TriHealth (60 beds) in Q2 2016, and Ochsner (60 beds) in early 2017 • FY 2016 guidance (ex. Physio) – – – Revenue of $4.000-$4.200bn Adjusted EBITDA of $470-$510mm EPS of $0.72-$0.91 (1) See slide 37 Non-GAAP reconciliation 32

Financial Metric Trends Net Revenue Adjusted EBITDA $406 $399 $3,743 $364 2013 1 2014 1 2010 2011 2012 2013 2014 2015E 2010 2011 2012 2015E ($ in millions) ($ in millions) Hospitals Outpatient Concentra Hospitals Outpatient Concentra 1 Decline in FY13 and FY14 Adjusted EBITDA was mainly attributable to impacts of sequestration and start-up costs associated with new and recently expanded specialty hospitals Note: See slide 37 Non-GAAP reconciliation 33 $2,949$2,976$3,065 $2,390 $2,805 $386 $307 $373

Annual Capex and Capital Expenditures Cash Flow Maintenance Development $183(1) $150 $75 $0 2010 Cash 2011 2012 2013 2014 2015E Free Flow Conversion % (FCF/EBITDA) $300 $225 $150 $75 $0 2010 2011 2012 2013 2014 2015E Note: Capital expenditures increased due to the Cedars / UCLA joint-venture and Cleveland Clinic (1) Includes $27mm of maintenance capex at Concentra 34 ($ in millions) ($ in millions) 57% 44%$231 30%$171 32% $11921% $93 $756% $25 $95 $68$74 $52$46

 Appendix: Additional Materials

Consolidated Pro Forma 2015E EBITDA Bridge = SEM 2015E Credit Agreement EBITDA = $368.3mm = PF Physio Acquisition 2015E Credit Agreement EBITDA = $421.4mm 1 7 4 + + + 6 8 5 + + 1 + 6 2 8 = Concentra Adjusted 2015E EBITDA = $130.6 mm 7 Expected SEM Standalone EBITDA Concentra Contribution SEM Expected EBITDA Concentra StandaloneConcentra SynergiesSEM Credit Agreement Physio EBITDA PF Physio Synergies SEM+Concentra+Physio EBITDA (June-Dec 2015E) (Jan-May 2015) Allowed Adjustments (Start-Up Losses) Note: Physio run-rate synergies to be achieved by 2018 36 56 4 23 $552.0 1 $399.2 $350.9 $48.3 $46.3 $36.0 $32.7 $20.4

Select Non-GAAP Reconciliation 37 ($ in millions) 2010 2011 2012 2013 2014 2015E Net Income $82 $113 $154 $123 $128 $136 (+) Income tax 42 71 90 75 76 72 (+/-) Equity in losses/(earnings) of unconsolidated subsidiaries 1 (3) (8) (2) (7) (17) (+/-) Other expense/(income) (1) - - - - - (+) Interest expense, net 112 99 95 87 86 113 (-/+) (Gain)/Loss on debt retirement - 31 6 19 2 - (-) Gain on sale of equity investment - - - - - (30) (+) Concentra acquisition costs - - - - - 5 (+) Depreciation and Amortization 69 71 63 64 68 105 (+) Stock Based Compensation 2 4 6 7 11 15 Adjusted EBITDA $307 $386 $406 $373 $364 $399 Net Cash Provided by Operating Activities $145 $217 $299 $193 $170 $208 (-) Purchase of Property and Equipment 52 46 68 74 95 183 Free Cash Flow $93 $171 $231 $119 $75 $25

Physio EBITDA pro forma adjustments Savings from recently implemented field FTE reductions; reflects amount incremental to LTM based on actual run-rate achieved as of Sep 2015 Field FTE reductions 0.7 Ongoing Field incentive plan 0.5 Complete Savings from mid-year modification to Field Incentive Plan Reflects 25% of the annual merit increase (including benefits gross-up) that became effective January 2015 Merit increase (0.7) Effective January 2015 Negotiated rate reduction with IKS, the Company's outsourced billing provider (reflects $100,000 per month savings for 6 months; April to September already reflected in LTM) IKS agreement 0.6 Effective April 2015 Actual savings from signed lease renegotiations / clinic relocations; reflects amount incremental to what is already in LTM actuals Lease renegotiations 0.8 As of September 2015 Transaction Closed: Anderson – June '15 Therapy Plus – Aug '15 Marshalltown – Sep '15 Reflects historical unsynergized EBITDA less what is already in LTM actuals from Anderson Orthopedic acquisition ($0.1) and Therapy Plus acquisition ($0.1), as well as the Marshalltown JV ($0.3) Acquisitions / JVs 0.4 IT outage 0.3 Occurred 1Q 2015 Addback for impact of March IT outage that affected 9 days of visit volume De Novo losses 0.8 Customary addback for de nova losses Reflects EBITDA adjustments for 8 de novos opened since October 2014 to normalize EBITDA to $8,333/month maturity run-rate for each De Novo maturity 0.5 38 Total adjustments3.7 Subtotal1.9 Run-rate and Non-recurring items Subtotal1.4 Contractual cost savings Subtotal0.4 Labor savings CategoryAmountStatusDescription 2015 EBITDA pro forma adjustments ($mm)

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