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):  January 6, 2017

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 and furnished for purposes of Regulation FD is a press release issued by Select Medical Holdings Corporation (the “Company”) on January 6, 2017 announcing the Company’s business outlook for calendar year 2017.

Attached as Exhibit 99.2 and furnished for purposes of Regulation FD is a presentation to be given by Select Medical Holdings Corporation on Monday, January 9, 2017 at the 35th Annual J.P. Morgan Healthcare Conference.

The information in this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) 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	Press Release, dated January 6, 2017, announcing Select Medical Holdings Corporation’s business outlook for 2017.
99.2	Select Medical Holdings Corporation 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: January 9, 2017	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	Press Release, dated January 6, 2017, announcing Select Medical Holdings Corporation’s business outlook for 2017.
99.2	Select Medical Holdings Corporation Presentation.

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EX-99.1

Exhibit 99.1

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

Select Medical Holdings Corporation Announces Business Outlook for 2017

MECHANICSBURG, PENNSYLVANIA — January 6, 2017 - Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM), today announced its business outlook for calendar year 2017.

Select Medical expects consolidated net operating revenues for the full year 2017 to be in the range of $4.4 billion to $4.6 billion.  Select Medical expects net income before interest, income taxes, depreciation and amortization, stock compensation expense, other income/(expense), and equity in earnings/(losses), or Adjusted EBITDA for the full year 2017 to be in the range of $540 million to $580 million.  Select Medical expects fully diluted income per common share for the full year 2017 to be in the range of $0.73 to $0.91.

Select Medical assumed a 40.0% effective tax rate and total shares outstanding of 133 million when preparing the above business outlook for 2017.  The share count includes unvested restricted shares, which have participation rights and are allocated an equitable portion of earnings under the two-class method for calculating income per common share.

The following is a reconciliation of full year 2017 Adjusted EBITDA expectations as computed to the low and high points of the range to the closest comparable GAAP financial measure.  Refer to Select Medical’s most recent Form 10-Q filing for a discussion of Select Medical’s use of Adjusted EBITDA in evaluating financial performance and determining resource allocation.  Each item presented in the table below is an estimation of full year 2017 expectations.

Non-GAAP Measure Reconciliation (in millions)	Low			High
Net Income	$	135		$	159
Income tax expense	90			106
Interest expense	173			173
Equity in earnings of unconsolidated subsidiaries	(23		)	(23		)
Income from Operations	$	375		$	415
Stock Compensation Expense	15			15
Depreciation and amortization	150			150
Adjusted EBITDA	$	540		$	580

*   *   *   *   *

Select Medical began operations in 1997 and has grown to be one of the largest operators of specialty hospitals, outpatient rehabilitation clinics and occupational health centers in the United States based on the number of facilities.  As of September 30, 2016, Select Medical operated 104 long term acute care hospitals and 19 acute medical rehabilitation hospitals in 27 states and 1,603 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 301 centers in 38 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics.  At September 30, 2016, 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 acquisitions of Concentra Inc. and Physiotherapy Associates Holdings, Inc. 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 (the “SEC”), including factors discussed under the heading “Risk Factors” of our quarterly reports on Form 10-Q and of the annual report on Form 10-K.

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@selectmedicalcorp.com

SOURCE: Select Medical Holdings Corporation

EX-99.2

Exhibit 99.2

J.P. Morgan 35th Annual Healthcare Conference January 9-12, 2017

Forward-Looking Statements This presentation may contain forward-looking statements based on current management expectations. Numerous factors, including those related to market conditions and those detailed from time-to-time in the 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. Readers should not place undue reliance on forward-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.

Headquartered in Mechanicsburg, Pennsylvania, Select Medical employs approximately 41,400 staff in the United States. SCALE AND EXPERTISE Leading provider of post-acute services with operations in 46 states and D.C. Note: (1) See Slide 35 for non-GAAP reconciliation Founded in 1996 $4.3 Billion Net Revenue LTM Q3 ‘16 $469 Million Adjusted EBITDA LTM Q3 ‘16(1) 11.0% Adjusted EBITDA Margins Select Medical Overview

Select Medical’s National Footprint 104 Long-Term Acute Care Hospitals (LTACH) (26 States) 19 Inpatient Rehabilitation Hospitals (9 States) 1,603 Outpatient Rehabilitation Clinics (37 States and D.C.) 301 Concentra Centers (38 States) As of 9/30/16 4 17 4 7 19 2 4 12 1 45 4 2 7 2 11 3 3 8 12 3 18 14 8 8 14 2 6 4 7 5 2 3 2 2 10 13 1 10 6 12 27 2 46 3 69 17 27 38 61 88 29 27 69 119 32 46 215 5 67 12 160 51 11 111 7 1 22 14 22 52 12 69 30 5 3 5 17 1 2 5 1 3 2 3 1 2 2 2 1 1 2 2 5 2 5 1 5 10 7 2 3 1 2 4 3 11 17 9 1 1 3 1

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

Physiotherapy Acquisition (“Physio”) March 2016 acquired Physiotherapy Associates for $408.7 million 2015 Adjusted EBITDA of $32.7 million and expected synergies of $20.4 million Sale of Contract Therapy Business On March 31, 2016, completed the sale for $65.0 million Kindred Hospital Swaps In June, completed exchange transaction with Kindred to swap 5 LTACs to Kindred in exchange for 3 LTACs in Cleveland, OH and Atlanta, GA. Recent Developments

2014 2015 2016 (Q3 YTD) Revenue Mix Specialty Hospitals 73% Outpatient 27% Specialty Hospitals 63% Outpatient 22% Concentra 15% Specialty Hospitals 53% Outpatient 23% Concentra 24%

2014 2015 2016 (Q3 YTD) Payor Mix Medicare 45% Non Medicare 55% Medicare 30% Non Medicare 70% Medicare 37% Non Medicare 63%

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10 104 Long-Term Acute Care Hospitals (LTACH) (26 States) 2 2 2 1 1 2 2 5 2 5 1 5 10 7 2 3 1 2 4 3 11 17 9 1 1 3 As of 9/30/16 Select Medical LTAC Hospitals

Major provider of LTACH services in U.S. 104 hospitals 77 hospital-in-hospital (2,814 beds); average size 37 beds 26 freestanding (1,472 beds); average size 57 beds 1 managed hospital Ownership of freestanding LTACHs 15 owned 11 leased LTACH Overview

LTACH Patient Criteria passed in late December 2013 as part of Budget bill and SGR - effective beginning Q4 2015 LTACH Rates for patients with; 3 day prior short term acute hospital ICU/CCU stay or Ventilation patients for > 96 hours in the LTACH Other patients receive “site neutral” rate which is lesser of; IPPS per diem (capped at the IPPS DRG amount plus outlier payment) or 100% cost Site Neutral payments phased in over 3 years LTACH Legislation

HOSPITALS MOVING TO CRITERIA >>> NOTE: Owned LTACs as of 9/30/16 2015 2016 14 HOSPITALS 651 BEDS 36 HOSPITALS 1,309 BEDS 19 HOSPITALS 921 BEDS 34 HOSPITALS 1,405 BEDS Q4 ‘15 Q1 ‘16 Q2 ‘16 Q3 ‘16 Patient Criteria Phase-In

Well-positioned to succeed in an evolving landscape Patient criteria in place since October 1, 2015 All LTACHs under criteria as of September 2016 SEM hospitals are focused on compliant patients Compliance at 12/31/2016 for all SEM LTACHs at 99.1% Hospitals pre vs post criteria occupancy change (8.7%) Average per hospital impact ~2.5 patients LTACH Regulatory Impact

Status of LTACHs in Criteria Key Pricing Indicators from Sample Medicare CMI change from non-compliance (pre-criteria) to compliant (post-criteria) 30 pts (3) Non-compliant CMI: 0.99 DRG Payment: $40k x .99 $40K Impact of a 30% Increase in CMI Index Compliant CMI: 1.30 DRG Payment: $40k x 1.30 $52K Pricing Impact: ~30% (4) Key Volume Indicators Total Total Post-Criteria ADC 2,656 Change in ADC Pre-Post (2) (8.7%) Daily Patient Impact (254) Avg. Patient Impact per hospital/day (2.5) # of Hospital (as of 12/31/2016) 102 Post-Criteria Hospital >= to pre-criteria census 27 Post-Criteria Hospital <= to pre-criteria census 75 % of total compliant patients to total patients 99.1% (1) Impact of 30% Increase in CMI 1. As of December 31, 2016 2. Comparison of ADC 3 months prior to criteria; to average post criteria ADC through December 31, 2016. The 30 pt. increase is an estimated average increase in the Medicare CMI for non-compliant cases and compliant cases for hospitals in criteria. The pricing impact is calculated as a percentage change between the DRG payment for noncompliant and compliant patients.

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Acquired Kessler Institute in September 2003 The Kessler Rehabilitation network: Three freestanding inpatient rehab hospitals (336 total beds) 94 outpatient rehab clinics Largest licensed rehab hospital in U.S. U.S. News & World Report has recognized Kessler Institute as one of the nation’s best in rehabilitation for the past 24 years. Ranked by U.S. News and World Report among the top one percent of the nation's inpatient rehab hospitals. One of only eight rehab hospitals in the U.S. to receive dual federal designations as a Model System (brain and spinal cord injury). Inpatient Rehabilitation Hospitals

Consolidated Joint Ventures Harrisburg, PA 55 bed IRF 21 outpatient clinics Cincinnati, OH 60 bed IRF Los Angeles, CA 138 bed IRF Cleveland, OH 4 LTACHs 230 Beds Hershey, PA 76 bed IRF 22 bed TCU San Antonio, TX 42 bed IRF St. Louis, MO 2 IRFs (95 beds) 1 managed unit 48 outpatient clinics Gainesville, FL Currently managing 40 bed Shands IRF 44 bed LTAC Partnership with Emory Hospital Atlanta, GA 3 LTACHs 88 Beds Cleveland, OH 60 bed IRF 3 managed units

Non-Consolidating Joint Ventures Columbus, OH 74 bed IRF Dallas, TX 3 IRFs (178 beds) 2 managed units 63 outpatient clinics Scottsdale, AZ 50 bed IRF Atlanta, GA 56 bed IRF 22 outpatient clinics

Growing Rehabilitation Network Partner in joint ventures with premier acute care hospitals and systems to build post acute networks

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Source: Company public filings and websites as of September 30, 2016 Select (1,603) USPH (524) ATI (645) 11 7 6 14 2 17 24 15 20 93 1 66 13 45 17 57 152 1 21 2 21 33 42 12 15 24 3 98 12 131 1,603 Outpatient Rehabilitation Centers (37 States and D.C.) 12 27 2 46 3 69 17 27 38 61 88 29 27 69 119 32 46 215 5 67 12 160 51 11 111 7 1 22 14 22 52 12 69 As of 9/30/16 30 5 3 5 17 Outpatient Rehabilitation - Industry ATHLETICO (350)

42% 13% 22% 23% YEAR 2011 2012 2013 2014 2015 VISITS (000’s) REVENUE PER VISIT $102 7,091 $103 4,470 $103 4,569 $104 4,781 $103 4,971 LTM Q3 ‘16 $103 5,219 CAGR 10.2% Outpatient Rehab Clinics

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 Integration of Physio clinics 2016 Outpatient Initiatives

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Concentra is the leading provider of occupational health with 441 locations across 43 states Service Lines: Centers: 301 occupational health locations, with some consumer health Onsite Clinics: 108 locations at employer locations CBOCs: 32 Community Based Outpatient Clinics serving Veterans Health Administration patients Concentra

Management transition Earnings LTM - September 2016 Revenue = $1.0 billion Adjusted EBITDA = $129.6 million Adjusted EBITDA margin = 12.9% Identification of $46 million of cost saving synergies Post-Acquisition Update

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Net Revenue Adjusted EBITDA CAGR 10.7% CAGR 7.6% ($ in millions) ($ in millions) Financial Metric Trends $307 $386 $406 $373 $364 $399 $469 2010 2011 2012 2013 2014 2015 LTM Q3 '16 Hospitals Outpatient Concentra $2,390 $2,805 $2,949 $2,976 $3,065 $3,743 $4,279 2010 2011 2012 2013 2014 2015 LTM Q3 '16 Hospitals Outpatient Concentra

Annual Capital Expenditures Accelerated development spending expected 2014-2016 ($ in millions

($ in millions) Note: Free Cash Flow calculated as Net Cash Provided by Operating Activities less Purchases of Property and Equipment See Slide 35 for non-GAAP reconciliation Focus on Free Cash Flow Generation Free Cash Flow $93 $171 $231 $119 $75 $25 $98 2010 2011 2012 2013 2014 2015 LTM Q3 '16

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

Net Revenue $4,400M - $4,600M Adjusted EBITDA $540M - $580M EPS $0.73 - $0.91 Financial Guidance 2017 Note: See Slide 36 for non-GAAP reconciliation

Appendix: Additional Materials

($ in millions) 2010 2011 2012 2013 2014 2015 Q3 ’15 YTD Q3 ’16 YTD LTM Q3 ‘16 Net Income $82 $113 $154 $123 $128 $136 $110 $105 $131 (+) Income tax 42 71 90 75 76 72 65 52 59 (+/-) Equity in losses/(earnings) of unconsolidated subsidiaries 1 (3) (8) (2) (7) (17) (13) (14) (18) (+) Interest expense, net 112 99 95 87 86 113 79 127 161 (-/+) (Gain) / Loss on debt retirement - 31 6 19 2 - - 12 12 (+) Other (Gains) / Losses (1) (30) (30) (38) (38) (+) Concentra/Physio acquisition costs 5 5 3 3 (+) Depreciation and Amortization 69 71 63 64 68 105 71 108 142 (+) Stock Based Compensation 2 4 6 7 11 15 11 13 17 Adjusted EBITDA $307 $386 $406 $373 $364 $399 $298 $368 $469 Net Cash Provided by Operating Activities $145 $217 $299 $193 $170 $208 $203 $280 $285 (-) Purchase of Property and Equipment 52 46 68 74 95 183 114 118 187 Free Cash Flow $93 $171 $231 $119 $75 $25 $89 $162 $98 Non-GAAP Reconciliation

($ in millions) Low High Net Income $135 $159 (+) Income tax 90 106 (+) Interest expense 173 173 (-) Equity in earnings of unconsolidated subsidiaries (23) (23) (+) Stock Based Compensation 15 15 (+) Depreciation and Amortization 150 150 Adjusted EBITDA $540 $580 Non-GAAP Reconciliation – Financial Guidance 2017

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