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): October 3, 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:

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))

Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01      Regulation FD Disclosure.

Attached as Exhibit 99.1 and furnished for purposes of Regulation FD is a presentation to be given by Select Medical Holdings Corporation on Tuesday, October 3, 2017 at the Deutsche Bank Leveraged Finance Conference.

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, as amended (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, as amended or the Exchange Act.

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	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: October 3, 2017	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

DEUTSCHE BANK LEVERAGED FINANCE CONFERENCE OCTOBER 3, 2017

Forward-Looking Statements This presentation may contain forward-looking statements based management expectations. Numerous factors, including those market conditions and those detailed from time-to-time in the on current related to 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. 2

Select Medical Overview Founded in 1996 $4.3 Billion Net Revenue LTM Q2 2017 2017 (1) $493 Million Adjusted EBITDA LTM 11.4% Adjusted EBITDA Margins SCALE AND EXPERTISE Leading provider of post-acute services with operations in 46 states and D.C. Headquartered in Mechanicsburg, Pennsylvania, Select Medical employs approximately 42,000 staff in the United States. Q2 Note: (1) See Slide 29 for non-GAAP reconciliation 3

Leading Post Acute Care Provider Largest operator of Long-Term Acute Care Hospitals (LTACH) • 102 LTACH’s operating in 27 states. Second largest operator of Inpatient Rehabilitation Hospitals (IRF) • 21 IRF’s operating in 10 states. Largest operator of Outpatient Rehabilitation Clinics • 1,608 clinics in 37 states and D.C. Largest operator of Occupational Medicine Centers • 315 centers in 38 states. As of 6/30/17 4

Revenue Mix LTM Q2 ‘17 2016 2014 Contract Therapy 1% Contract Therapy 7% Outpatient 20% Occ Med 23% Occ Med 23% LTACH 40% LTACH 42% LTACH 60% IRF 13% Outpatient 22% Outpatient 24% IRF 12% IRF 13% 5

Payor Mix 2014 LTM Q2 ‘17 Medicare 30% Medicare 45% Non Medicare 55% Non Medicare 70% 6

LONG-TERM ACUTE CARE HOSPITALS

LTACH Legislation LTACH Patient Criteria passed in late December 2013 as part of Budget bill and SGR - effective beginning Q4 2015 –All LTACH’s under criteria as of September 2016. 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 –IPPS per diem (capped at the IPPS DRG amount plus outlier payment) or 100% cost –Site Neutral payments phased in over 3 years • • of; 8

LTACH Criteria Impact Average Daily Census 3,200 $1,800 Case Mix Index LTACH Revenue PPD 1.28 $1,750 3,000 1.26 $1,761 2,878 $1,700 $1,690 2,800 2,749 2,792 2,735 2,697 $1,650 2,600 1.20 1.19 1.19 $1,600 2,400 $1,580 $1,596 $1,550 2,200 $1,537 $1,500 (Rate) 2,000 (ADC1) 2013 2014 2015 2016 2017 Q2 YTD 1 ADC is for hospitals owned and operated as of June 30, 2017. 9 (1.7) patients per hospital per day pre vs post criteria 99.8% Compliance

INPATIENT REHABILITATION HOSPITALS

Our Rehabilitation “Model” • Partner with leading health systems through joint venture relationships – Inpatient rehab is the basis of “model” but can include full – – – – post acute network of services. Outpatient Rehab LTACH Day Rehab Occupational Medicine 11

Current Rehabilitation Operations Wholly Owned e Consolidated Joint Venture Non-Consolidated Joint Venture

Rehabilitation Network Growth New JV Partnerships: Under Construction • Ochsner New Orleans – New 60 bed IRF • Projected opening in Early 2018 • Dignity Las Vegas, NV – New 60 bed IRF • Projected opening in 2019 Signed • Riverside Health – Newport News, VA • • New 50 bed IRF to replace existing hospital Construction to begin in 2018 • UF Health – Gainesville, FL • • Relocation of Shands 40 bed IRF Construction to begin in 2018 13

Our Post Acute Partners Multi-billion dollar health system with 52 acute care hospitals and over 4,800 staffed acute beds. Net patient revenues of approximately $7 billion. Three IRFs with 178 beds and two managed rehab units, 63 outpatient clinics and home health services. [JV @ inception was two IRFs with 136 beds and 34 outpatient clinics] 2011 Multi-billion dollar health system with 18 acute care hospitals and over 3,900 staffed acute beds. Net patient revenues of over $7 billion. One existing 60 bed IRF, one managed hospital and two managed rehab units. Two additional 60 bed IRFs under construction to open Q4 2017 (to replace one managed hospital and unit). 2015 Four LTAC hospitals with 230 beds and one managed 40 bed skilled nursing facility. 2016 14

Post Acute Partners Multi-billion dollar health system with 32 acute care hospitals with over 3,900 staffed acute care beds. Net patient revenue of over $4 billion. Three IRFs with 125 beds including recent opening of 30 bed HIH in July 2017, 59 outpatient clinics and other contract therapy and staffing services. [JV @ inception was one IRF, 36 outpatient clinics and contract therapy.] 2009 15

PHYSICAL THERAPY OUTPATIENT CENTERS

Outpatient Rehabilitation • Largest operator of outpatient rehab clinics in U.S. • March 2016 acquired Physiotherapy Associates (second largest at time of acquisition) –500+ clinics –Over $20 million of synergies • Growth through denovo clinics and tuck-in acquisitions 17

Outpatient Rehabilitation - Industry Source: Company public filings and websites as of June 30, 2017 1,608 Outpatient Rehabilitation Centers (37 States and D.C.) As of 06/30/2017 18 ATHLETICO (≈370) USPH (567) ATI (≈700) Select (1,608)

Outpatient Rehab Clinics 19 VISITS (000’s) 8,283 7,799 5,219 4,569 4,781 4,971 4,470 LTM YEAR201120122013201420152016Q2 2017 REVENUE PER VISIT $103 $103 $104 $103 $103 $102 $102

CONCENTRA

Concentra Concentra is the largest provider of occupational health services in the U.S. –448 locations across 43 states • Service Lines: – – – 315 occupational health centers (with some consumer health) 101 onsite clinics at employer locations 32 Community Based Outpatient Clinics (CBOC) serving Veterans Health Administration patients • Treat 15% of workplace injuries in the U.S. 21

Post-Acquisition Update • • Management transition Earnings 2015 – – – Revenue = $997 million Adjusted EBITDA Adjusted EBITDA = $90 million Margin = 9.0% ‘17 • Earnings LTM Q2 – – – Revenue = $1.0 billion Adjusted EBITDA= $151.5 million Adjusted EBITDA Margin = 15.0% • Implemented $44 million of cost saving synergies 22

FINANCE OVERVIEW

Financial Metric Trends Net Revenue Adjusted EBITDA $4,332 $4,286 $493 2013 2014 2015 2016 LTM Q2 17 2013 2014 2015 2016 LTM Q2 17 ($ in millions) ($ in millions) Hospitals Outpatient Concentra Hospitals Outpatient Concentra 24 $466 $399 $373$364 $3,743 $3,065 $2,976

Annual Capital Expenditures Accelerated development spending 2014-2017 $200 $175 $150 $125 $100 $75 $50 $25 $0 2013 2014 Maintenance 2015 Development 2016 LTM Q2 '17 Concentra Systems 25 ($ in millions) $183$187 $95 $162 $74

Debt Maturities as of 06/30/2017 SEM Revolver (L + 3.25%) $1,200 $1,000 $800 $600 $400 $200 $12 $0 2017 2018 2019 2020 2021 2022 2023 2024 Note: New SEM Revolver and Term loans have springing maturity feature and become due in early 2021 unless SEM Senior Notes are refinanced prior to. 26 SEM Term Loans (L + 3.50% - 1% floor)$1,072 SEM Senior Notes 6.375% Concentra 1st Lien (L + 3.00% - 1% floor)$922 $728 $6$12$12$15

Financial Guidance 2017 Net Revenue $4,400M - $4,600M Adjusted EBITDA $540M - $580M EPS $0.69 - $0.87 Adjusted EPS $0.78 - $0.96 Note: See Slide 30 for non-GAAP reconciliation 27

Appendix: Additional Materials

Non-GAAP Reconciliation LTM Q2 17 2013 $123 2014 $128 2015 $136 2016 $125 Net Income $99 Income tax 75 76 72 56 51 Equity in losses/(earnings) of unconsolidated subsidiaries (2) (7) (17) (20) (22) Interest expense, net (Gain) / Loss on debt retirement Other (Gains) / Losses Concentra/Physio acquisition costs Depreciation and Amortization Stock Based Compensation 87 86 113 170 165 19 2 - 12 31 (30) (42) (4) 5 3 - 64 68 105 145 155 7 11 15 17 18 Adjusted EBITDA $373 $364 $399 $466 $493 Net Cash Provided by Operating Activities Purchases of Property and Equipment Free Cash Flow $193 $170 $208 $347 $209 (74) (95) (183) (162) (187) $119 $75 $25 $185 $22 ($ in millions) 29

Non-GAAP Reconciliation – Financial Guidance 2017 Low High Net Income $121 $145 Income tax 91 107 Interest expense 159 159 Equity in earnings of unconsolidated subsidiaries (23) (23) Loss on early retirement of debt 20 20 Stock Based Compensation 15 15 Depreciation and Amortization 157 157 Adjusted EBITDA $540 $580 ($ in millions) 30

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