Select Medical (SEM) 10-Q 6 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information
Entity Registrant Name	SELECT MEDICAL HOLDINGS CORP
Entity Central Index Key	1,320,414
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		131,381,185
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 25,191	$ 3,354
Accounts receivable, net of allowance for doubtful accounts of $46,425 and $50,675 at 2014 and 2015, respectively	633,621	444,269
Current deferred tax asset	17,355	15,991
Prepaid income taxes		17,888
Other current assets	78,153	46,142
Total Current Assets	754,320	527,644
Property and equipment, net	771,410	542,310
Goodwill	2,353,975	1,642,083
Other identifiable intangibles	261,642	72,519
Other assets	199,988	140,253
Total Assets	4,341,335	2,924,809
Current Liabilities:
Bank overdrafts	27,337	21,746
Current portion of long-term debt and notes payable	17,448	10,874
Accounts payable	105,369	108,532
Accrued payroll	122,707	97,090
Accrued vacation	76,262	63,132
Accrued interest	14,152	10,674
Accrued other	122,801	82,376
Income taxes payable	2,303
Total Current Liabilities	488,379	394,424
Long-term debt, net of current portion	2,431,319	1,542,102
Non-current deferred tax liability	167,908	109,203
Other non-current liabilities	142,383	92,855
Total Liabilities	$ 3,229,989	$ 2,138,584
Commitments and contingencies (Note 10)
Redeemable non-controlling interests	$ 257,187	$ 10,985
Stockholders' Equity:
Common stock	131	131
Capital in excess of par	422,524	413,706
Retained earnings (accumulated deficit)	383,278	325,678
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	805,933	739,515
Non-controlling interest	48,226	35,725
Total Equity	854,159	775,240
Total Liabilities and Equity	4,341,335	2,924,809
Select
Current Assets:
Cash and cash equivalents	25,191	3,354
Accounts receivable, net of allowance for doubtful accounts of $46,425 and $50,675 at 2014 and 2015, respectively	633,621	444,269
Current deferred tax asset	17,355	15,991
Prepaid income taxes		17,888
Other current assets	78,153	46,142
Total Current Assets	754,320	527,644
Property and equipment, net	771,410	542,310
Goodwill	2,353,975	1,642,083
Other identifiable intangibles	261,642	72,519
Other assets	199,988	140,253
Total Assets	4,341,335	2,924,809
Current Liabilities:
Bank overdrafts	27,337	21,746
Current portion of long-term debt and notes payable	17,448	10,874
Accounts payable	105,369	108,532
Accrued payroll	122,707	97,090
Accrued vacation	76,262	63,132
Accrued interest	14,152	10,674
Accrued other	122,801	82,376
Income taxes payable	2,303
Total Current Liabilities	488,379	394,424
Long-term debt, net of current portion	2,431,319	1,542,102
Non-current deferred tax liability	167,908	109,203
Other non-current liabilities	142,383	92,855
Total Liabilities	$ 3,229,989	$ 2,138,584
Commitments and contingencies (Note 10)
Redeemable non-controlling interests	$ 257,187	$ 10,985
Stockholders' Equity:
Common stock	0	0
Capital in excess of par	894,225	885,407
Retained earnings (accumulated deficit)	(88,292)	(145,892)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	805,933	739,515
Non-controlling interest	48,226	35,725
Total Equity	854,159	775,240
Total Liabilities and Equity	$ 4,341,335	$ 2,924,809

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 50,675	$ 46,425
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	700,000,000	700,000,000
Common stock, shares issued	131,373,985	131,233,308
Common stock, shares outstanding	131,373,985	131,233,308
Select
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net operating revenues	$ 887,065	$ 772,762	$ 1,682,408	$ 1,535,340
Costs and expenses:
Cost of services	743,879	642,881	1,408,264	1,281,645
General and administrative	24,041	19,377	45,716	37,500
Bad debt expense	12,286	11,115	24,956	22,133
Depreciation and amortization	21,848	17,196	39,196	33,425
Total costs and expenses	802,054	690,569	1,518,132	1,374,703
Income from operations	85,011	82,193	164,276	160,637
Other income and expense:
Loss on early retirement of debt				(2,277)
Equity in earnings of unconsolidated subsidiaries	3,848	1,239	6,440	2,147
Interest expense	(25,288)	(21,663)	(46,676)	(42,279)
Income before income taxes	63,571	61,769	124,040	118,228
Income tax expense	23,517	23,775	46,701	45,867
Net income	40,054	37,994	77,339	72,361
Less: Net income attributable to non-controlling interests	3,114	2,653	5,336	3,976
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$ 36,940	$ 35,341	$ 72,003	$ 68,385
Income per common share:
Basic (in dollars per share)	$ 0.28	$ 0.27	$ 0.55	$ 0.51
Diluted (in dollars per share)	0.28	0.27	0.55	0.51
Dividends paid per share	$ 0	$ 0.10	$ 0.10	$ 0.20
Weighted average shares outstanding:
Basic (in dollars per share)	127,674	127,038	127,620	131,266
Diluted (in dollars per share)	128,009	127,541	127,944	131,766
Select
Net operating revenues	$ 887,065	$ 772,762	$ 1,682,408	$ 1,535,340
Costs and expenses:
Cost of services	743,879	642,881	1,408,264	1,281,645
General and administrative	24,041	19,377	45,716	37,500
Bad debt expense	12,286	11,115	24,956	22,133
Depreciation and amortization	21,848	17,196	39,196	33,425
Total costs and expenses	802,054	690,569	1,518,132	1,374,703
Income from operations	85,011	82,193	164,276	160,637
Other income and expense:
Loss on early retirement of debt				(2,277)
Equity in earnings of unconsolidated subsidiaries	3,848	1,239	6,440	2,147
Interest expense	(25,288)	(21,663)	(46,676)	(42,279)
Income before income taxes	63,571	61,769	124,040	118,228
Income tax expense	23,517	23,775	46,701	45,867
Net income	40,054	37,994	77,339	72,361
Less: Net income attributable to non-controlling interests	3,114	2,653	5,336	3,976
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$ 36,940	$ 35,341	$ 72,003	$ 68,385

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Changes in Equity and Income - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands	Comprehensive IncomeSelect	Comprehensive Income	Common StockSelect	Common Stock	Capital in Excess of ParSelect	Capital in Excess of Par	Retained Earnings (Accumulated Deficit)Select	Retained Earnings (Accumulated Deficit)	Non-controlling InterestsSelect	Non-controlling Interests	Select	Total
Balance at Dec. 31, 2014			$ 0	$ 131	$ 885,407	$ 413,706	$ (145,892)	$ 325,678	$ 35,725	$ 35,725	$ 775,240	$ 775,240
Balance (in shares) at Dec. 31, 2014				131,233
Increase (Decrease) in Stockholders' Equity
Net income	$ 77,771	$ 77,771					72,003	72,003	5,768	5,768	77,771	77,771
Net loss - attributable to redeemable non-controlling interests	(432)	(432)
Total comprehensive income	$ 77,339	$ 77,339
Issuance and vesting of restricted stock				$ 0		5,765						5,765
Issuance and vesting of restricted stock (in shares)				202
Tax benefit from stock based awards					11	11					11	11
Stock option expense						29						29
Exercise of stock options				$ 0		1,324						1,324
Exercise of stock options (in shares)				148
Additional investment by Holdings					1,324						1,324
Dividends declared and paid							(13,129)	(13,129)			(13,129)	(13,129)
Contribution related to restricted stock awards and stock option issuances by Holdings					5,794						5,794
Acquisition of non-controlling interests									3,470	3,470	3,470	3,470
Distributions to non-controlling interests									(3,712)	(3,712)	(3,712)	(3,712)
Exchange of ownership interests with non-controlling interests					1,689	1,689			6,975	6,975	8,664	8,664
Other				$ 0			(1,274)	(1,274)			(1,274)	(1,274)
Other (in shares)				(209)
Balance at Jun. 30, 2015			$ 0	$ 131	$ 894,225	$ 422,524	$ (88,292)	$ 383,278	$ 48,226	$ 48,226	$ 854,159	$ 854,159
Balance (in shares) at Jun. 30, 2015				131,374

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating activities
Net income	$ 77,339	$ 72,361
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	52
Depreciation and amortization	39,196	33,425
Provision for bad debts	24,956	22,133
Equity in earnings of unconsolidated subsidiaries	(6,440)	(2,147)
Loss on early retirement of debt		2,277
Loss from disposal of assets	251	143
Non-cash stock compensation expense	5,794	4,120
Amortization of debt discount, premium and issuance costs	4,027	3,849
Deferred income taxes	(4,428)	1,275
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable	(89,265)	(84,249)
Other current assets	(8,038)	(2,935)
Other assets	3,568	(3,462)
Accounts payable	8,925	10,343
Accrued expenses	707	(14,086)
Income taxes	18,416	(878)
Net cash provided by operating activities	75,060	42,169
Investing activities
Purchases of property and equipment	(68,912)	(50,493)
Investment in businesses	(855)	(175)
Acquisition of businesses, net of cash acquired	(1,047,997)	(454)
Net cash used in investing activities	(1,117,764)	(51,122)
Financing activities
Borrowings on revolving facilities	660,000	515,000
Payments on revolving facilities	(400,000)	(425,000)
Payments on Select term loans	(26,884)	(33,994)
Issuance of 6.375% senior notes, includes premium		111,650
Proceeds from Concentra term loans, net of discounts	646,875
Borrowings of other debt	9,590	6,111
Principal payments on other debt	(8,320)	(7,049)
Debt issuance costs	(23,300)	(4,434)
Dividends paid	(13,129)	(27,153)
Repurchase of common stock		(127,500)
Proceeds from issuance of common stock	1,325	5,297
Proceeds from issuance of non-controlling interest	217,065
Proceeds from (repayments of) bank overdrafts	5,590	(3,314)
Tax benefit from stock based awards	11
Distributions to non-controlling interests	(4,282)	(1,840)
Net cash provided by financing activities	1,064,541	7,774
Net increase (decrease) in cash and cash equivalents	21,837	(1,179)
Cash and cash equivalents at beginning of period	3,354	4,319
Cash and cash equivalents at end of period	25,191	3,140
Supplemental Cash Flow Information
Cash paid for interest	39,932	39,107
Cash paid for taxes	32,702	45,471
Select
Operating activities
Net income	77,339	72,361
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	52
Depreciation and amortization	39,196	33,425
Provision for bad debts	24,956	22,133
Equity in earnings of unconsolidated subsidiaries	(6,440)	(2,147)
Loss on early retirement of debt		2,277
Loss from disposal of assets	251	143
Non-cash stock compensation expense	5,794	4,120
Amortization of debt discount, premium and issuance costs	4,027	3,849
Deferred income taxes	(4,428)	1,275
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable	(89,265)	(84,249)
Other current assets	(8,038)	(2,935)
Other assets	3,568	(3,462)
Accounts payable	8,925	10,343
Accrued expenses	707	(14,086)
Income taxes	18,416	(878)
Net cash provided by operating activities	75,060	42,169
Investing activities
Purchases of property and equipment	(68,912)	(50,493)
Investment in businesses	(855)	(175)
Acquisition of businesses, net of cash acquired	(1,047,997)	(454)
Net cash used in investing activities	(1,117,764)	(51,122)
Financing activities
Borrowings on revolving facilities	660,000	515,000
Payments on revolving facilities	(400,000)	(425,000)
Payments on Select term loans	(26,884)	(33,994)
Issuance of 6.375% senior notes, includes premium		111,650
Proceeds from Concentra term loans, net of discounts	646,875
Borrowings of other debt	9,590	6,111
Principal payments on other debt	(8,320)	(7,049)
Debt issuance costs	(23,300)	(4,434)
Dividends paid	(13,129)	(154,653)
Proceeds from issuance of non-controlling interest	217,065
Equity investment by Holdings	1,325	5,297
Proceeds from (repayments of) bank overdrafts	5,590	(3,314)
Tax benefit from stock based awards	11
Distributions to non-controlling interests	(4,282)	(1,840)
Net cash provided by financing activities	1,064,541	7,774
Net increase (decrease) in cash and cash equivalents	21,837	(1,179)
Cash and cash equivalents at beginning of period	3,354	4,319
Cash and cash equivalents at end of period	25,191	3,140
Supplemental Cash Flow Information
Cash paid for interest	39,932	39,107
Cash paid for taxes	$ 32,702	$ 45,471

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (Parenthetical) - 6.375% senior notes	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Long-term debt and notes payable
Interest rate of debt (as a percent)	6.375%	6.375%	6.375%
Select
Long-term debt and notes payable
Interest rate of debt (as a percent)	6.375%	6.375%	6.375%

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2015
Basis of Presentation
Basis of Presentation	1. Basis of Presentation The unaudited condensed consolidated financial statements of Select Medical Holdings Corporation (“Holdings”) and Select Medical Corporation (“Select”) as of June 30, 2015, and for the three and six month periods ended June 30, 2014 and 2015, have been prepared in accordance with generally accepted accounting principles (“GAAP”). In the opinion of management, such information contains all adjustments, which are normal and recurring in nature, necessary for a fair statement of the financial position, results of operations, and cash flow for such periods. All significant intercompany transactions and balances have been eliminated. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2015. Holdings and Select, and their subsidiaries, are collectively referred to as the “Company.” The condensed consolidated financial statements of Holdings include the accounts of its wholly-owned subsidiary Select. Holdings conducts substantially all of its business through Select and its subsidiaries. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted consistent with the rules and regulations of the Securities and Exchange Commission (the “SEC”), although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2014, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2015.

Accounting Policies

Accounting Policies	6 Months Ended
	Jun. 30, 2015
Accounting Policies
Accounting Policies	2. Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Redeemable Non-Controlling Interests The interests held by other parties in subsidiaries, limited liability companies, and limited partnerships owned and controlled by the Company are generally reported as a component of stockholders’ equity. Some of those non-controlling interests consist of outside owners that have certain “put rights,” that are currently exercisable, and that, if exercised, require the Company to purchase the member’s non-controlling interest. These redeemable non-controlling interests that are currently redeemable, or considered probable of becoming redeemable, have been adjusted to their approximate redemption values, and are reported outside of the stockholders’ equity section. As of June 30, 2015 and December 31, 2014, the Company believes the redemption values of the non-controlling ownership interests approximates the fair value of those interests classified as redeemable non-controlling interests. The changes in the redeemable non-controlling interests amounts for the six months ended June 30, 2015 are as follows (in thousands): Balance at December 31, 2014 — redeemable non-controlling interests $ Issuance of non-controlling interests in Concentra Group Holdings Acquisition of Concentra Inc. non-controlling interests Changes in the redemption amounts of non-controlling interests Net loss attributable to non-controlling interests ) Distributions to non-controlling interests ) Balance at June 30, 2015 — redeemable non-controlling interests $

Concentra Acquisition

Concentra Acquisition	6 Months Ended
	Jun. 30, 2015
Concentra Acquisition
Concentra Acquisition	3. Concentra Acquisition On June 1, 2015, MJ Acquisition Corporation, a joint venture that Select created with Welsh, Carson, Anderson & Stowe XII, L.P. (“WCAS”), consummated the acquisition of Concentra Inc. (“Concentra”), the indirect operating subsidiary of Concentra Group Holdings, LLC (“Group Holdings”), and its subsidiaries. Pursuant to the terms of the stock purchase agreement (the “Purchase Agreement”), dated as of March 22, 2015, by and among MJ Acquisition Corporation, Concentra and Humana Inc. (“Humana”), MJ Acquisition Corporation acquired 100% of the issued and outstanding equity securities of Concentra, from Humana for $1,045.3 million, net of $3.7 million of cash acquired. Select entered into a Subscription Agreement (the “Subscription Agreement”), by and among Select, WCAS, Group Holdings and the other members of Group Holdings. Pursuant to the Subscription Agreement, Select purchased Class A equity interests of Group Holdings for an aggregate purchase price of $217.9 million, representing a majority (50.1%) of the voting equity interests in Group Holdings. WCAS and the other members purchased Class A interests of Group Holdings for an aggregate purchase price of $217.1 million, representing a 49.9% share of the voting equity interests of Group Holdings. MJ Acquisition Corporation entered into the Concentra credit facilities (See Footnote 6) to fund a portion of the purchase price for all of the issued and outstanding stock of Concentra. Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower under the Concentra credit facilities. Group Holdings contributed cash of $435.0 million, to MJ Acquisition Corporation. MJ Acquisition Corporation used the cash, together with $650.0 million in borrowings under the Concentra credit facilities, to pay the purchase price. Select owns 50.1% of the voting interests of Group Holdings, the indirect parent of Concentra. Concentra’s financial results are consolidated with Select’s as of June 1, 2015. Group Holdings issued a non-controlling interest valued at $217.1 million. Concentra, formed in 1979, is one of the largest providers of occupational health, consumer health, physical therapy and veteran’s healthcare services in the United States based on the number of facilities. As of June 30, 2015, Concentra operated 300 freestanding medical centers in 38 states, 150 medical facilities located at the workplaces of Concentra’s employer customers and 30 Department of Veterans Affairs community-based outpatient clinics. The Concentra acquisition is being accounted for under the provisions of Accounting Standards Codification (“ASC”) 805, Business Combinations. The Company will allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The Company is in the process of completing its assessment of fair values for identifiable tangible and intangible assets, and liabilities assumed; therefore, the values set forth below are subject to adjustment during the measurement period for such activities as estimating useful lives of long-lived assets and finite lived intangibles and completing assessment of fair values by obtaining appraisals. The amount of these potential adjustments could be significant. The Company expects to complete its purchase price allocation activities by December 31, 2015. The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed, in accordance with the acquisition method of accounting (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill Total assets Total current liabilities Total non-current liabilities Non-controlling interests Total liabilities Net assets acquired Cash and cash equivalents acquired ) Net cash paid $ Goodwill of $702.0 million has been preliminarily recognized in the transaction, representing the excess of the purchase price over the value of the tangible and intangible assets acquired and liabilities assumed. The goodwill has been pushed down to Concentra and is not deductible for tax purposes. However, prior to its acquisition by MJ Acquisition Corporation, Concentra completed certain acquisitions that resulted in goodwill with an estimated value of $21.1 million that is deductible for tax purposes, which the Company will deduct through 2025. For the period of June 1, 2015 through June 30, 2015, Concentra contributed net revenue of $86.8 million and a net loss of approximately $0.4 million reflected in the Company’s Consolidated Statement of Operations. We incurred $4.7 million of acquisition costs for the period ended June 30, 2015. Acquisition costs consist of legal, advisory, and due diligence fees and expenses. The following pro forma unaudited results of operations have been prepared assuming the acquisition of Concentra occurred January 1, 2014. These results are not necessarily indicative of results of future operations nor of the results that would have actually occurred had the acquisition been consummated January 1, 2014. For the Three Months Ended June 30, For the Six Months Ended June 30, 2014 2015 2014 2015 (in thousands, except per share amounts) Net revenue $ $ $ $ Net income Income per common share: Basic $ $ $ $ Diluted $ $ $ $ The pro forma financial information is based on the preliminary allocation of the purchase price and therefore subject to adjustment upon finalizing the purchase price allocation during the measurement period. The net income tax impact was calculated at a statutory rate, as if Concentra had been a subsidiary of the company as of January 1, 2014. Pro forma results for the three months ended June 30, 2015 were adjusted to include approximately $8.6 million of interest expense, an income tax benefit of approximately $1.8 million, approximately $0.3 million of rent expense, and approximately $0.1 million in net loss attributable to non-controlling interest. Results for the same period were also adjusted to exclude Concentra acquisition costs of $4.7 million and amortization expense of approximately $0.7 million. Pro forma results for the three months ended June 30, 2014 were adjusted to include approximately $12.0 million of interest expense, approximately $1.4 million in net income attributable to non-controlling interest, an income tax benefit of approximately $1.3 million, and approximately $0.5 million of rent expense. Results for the same period were also adjusted to exclude amortization expense of approximately $1.0 million. Pro forma results for the six months ended June 30, 2015 were adjusted to include approximately $20.5 million of interest expense, an income tax benefit of approximately $6.5 million, approximately $0.9 million of rent expense, and $0.8 million in net loss attributable to non-controlling interest. Results for the same period were also adjusted to exclude Concentra acquisition costs of $4.7 million and amortization expense of approximately $1.8 million. Pro forma results for the six months ended June 30, 2014 were adjusted to include approximately $24.0 million of interest expense, $4.7 million of Concentra acquisition costs, an income tax benefit of approximately $5.0 million, approximately $2.0 million of net loss attributable to non-controlling interest, and approximately $0.9 million of rent expense. Results for the same period were also adjusted to exclude amortization expense of approximately $2.1 million.

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2015
Property and Equipment
Property and Equipment	4. Property and Equipment Property and equipment consists of the following: December 31, 2014 June 30, 2015 (in thousands) Land $ $ Leasehold improvements Buildings and improvements Furniture and equipment Construction-in-progress Accumulated depreciation and amortization ) ) Total property and equipment $ $ Depreciation expense was $20.7 million and $17.1 million for the three months ended June 30, 2015 and 2014, respectively. Depreciation expense was $37.8 million and $33.2 million for the six months ended June 30, 2015 and 2014, respectively.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2015
Intangible Assets
Intangible Assets	5. Intangible Assets The net carrying value of the Company’s goodwill and identifiable intangible assets consist of the following: December 31, 2014 June 30, 2015 (in thousands) Goodwill $ $ Identifiable intangibles: Trademarks $ $ Certificates of need Accreditations Customer relationships — Total identifiable intangibles $ $ The Company’s accreditations and trademarks have renewal terms. The costs to renew these intangibles are expensed as incurred. At June 30, 2015, the accreditations and trademarks have a weighted average time until next renewal of approximately 1.5 years and 4.5 years, respectively. The changes in the carrying amount of goodwill for the Company’s reportable segments for the six months ended June 30, 2015 are as follows: Specialty Hospitals Outpatient Rehabilitation Concentra Total (in thousands) Balance as of December 31, 2014 $ $ $ — $ Goodwill acquired — Measurement period adjustment ) — ) Balance as of June 30, 2015 $ $ $ $ Refer to Footnote 3 — Concentra Acquisition for details of the goodwill acquired during the period.

Indebtedness

Indebtedness	6 Months Ended
	Jun. 30, 2015
Indebtedness
Indebtedness	6. Indebtedness For purposes of this indebtedness footnote, references to Select exclude Concentra, because the Concentra credit facilities are non-recourse to Holdings and Select. The components of long-term debt and notes payable are as follows: December 31, 2014 June 30, 2015 (in thousands) Select 6.375% senior notes(1) $ $ Select credit facilities: Select revolving facility Select term loans(2) Other - Select Total Select debt Less: Select current maturities Select long-term debt maturities $ $ Concentra credit facilities: Concentra revolving facility $ — Concentra term loans(3) Other - Concentra Total Concentra debt Less: Concentra current maturities Concentra long-term debt maturities $ Total current maturities $ $ Total long-term debt maturities Total debt $ $ (1) Includes unamortized premium of $1.5 million and $1.4 million at December 31, 2014 and June 30, 2015, respectively. (2) Includes unamortized discounts of $4.2 million and $3.5 million at December 31, 2014 and June 30, 2015, respectively. (3) Includes unamortized discounts of $3.1 million at June 30, 2015. Excess Cash Flow Payment On March 4, 2015, Select made a principal prepayment of $26.9 million associated with the Select series D term loan and Select series E term loan (collectively, the “Select term loans”) in accordance with the provision in the Select credit facilities (as defined below) that requires mandatory prepayments of term loans as a result of annual excess cash flow as defined in the Select credit facilities. Select revolving facility On May 20, 2015 Select entered into an additional credit extension amendment of its revolving credit facility (the “Select revolving facility” and together with the Select term loans, the “Select credit facilities”) to obtain $100.0 million of incremental revolving commitments. The revolving commitments mature on March 1, 2018. Concentra credit facilities Concentra first lien credit agreement On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, entered into a first lien credit agreement (the “Concentra first lien credit agreement”). Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower. The Concentra first lien credit agreement provides for $500.0 million in first lien loans comprised of a $450.0 million, seven-year term loan (“Concentra first lien term loan”) and a $50.0 million, five-year revolving credit facility (“Concentra revolving facility”). The borrowings under the Concentra first lien credit agreement are guaranteed, on a first lien basis, by Concentra Holdings, Inc., the direct parent of Concentra. Select and Holdings are not parties to the Concentra first lien credit agreement and are not obligors with respect to Concentra’s debt under such agreement. Borrowings under the Concentra first lien credit agreement will bear interest at a rate equal to: · in the case of the Concentra first lien term loan, Adjusted LIBO (as defined in the Concentra first lien credit agreement) plus 3.00% (subject to an Adjusted LIBO floor of 1.00%), or Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus 2.00% (subject to an Alternate Base Rate floor of 2.00%); and · in the case of the Concentra revolving facility, Adjusted LIBO plus a percentage ranging from 2.75% to 3.00%, or Alternate Base Rate plus a percentage ranging from 1.75% to 2.00%, in each case based on Concentra’s leverage ratio. The Concentra first lien term loan will amortize in equal quarterly installments, in aggregate annual amounts equal to 0.25% of the original principal amount of the first lien term loan commencing on September 30, 2015. The balance of the Concentra first lien term loan will be payable on June 1, 2022. The Concentra revolving facility matures on June 1, 2020. Concentra second lien credit agreement On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, entered into a second lien credit agreement (the “Concentra second lien credit agreement” and, together with the Concentra first lien credit agreement, the “Concentra credit facilities”). Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower. The Concentra second lien credit agreement provides for a $200.0 million eight-year second lien term loan (“Concentra second lien term loan” and, together with the Concentra first lien term loans, the “Concentra term loans”). The borrowings under the Concentra second lien credit agreement are guaranteed, on a second lien basis, by Concentra Holdings, Inc., the direct parent of Concentra. Select and Holdings are not parties to the Concentra second lien credit agreement and are not obligors with respect to Concentra’s debt under such agreement. Borrowings under the Concentra second lien term loan will bear interest at a rate equal to Adjusted LIBO Rate (as defined in the Concentra second lien credit agreement) plus 8.00% (subject to an Adjusted LIBO floor of 1.00%), or Alternate Base Rate (as defined in the Concentra second lien credit agreement) plus 7.00% (subject to an Alternate Base Rate floor of 2.00%). In the event that, on or prior to June 1, 2016, Concentra prepays any of the Concentra second lien term loan to refinance such term loan, Concentra shall pay a premium of 2.00% of the aggregate principal amount of the Concentra second lien term loan prepaid and if Concentra prepays any of the Concentra second lien term loan to refinance such term loan on or prior to June 1, 2017, Concentra shall pay a premium of 1.00% of the aggregate principal amount of the Concentra second lien term loan prepaid. The Concentra second lien term loan will be payable on June 1, 2023. Maturities of Long-Term Debt and Notes Payable Maturities of the Company’s long-term debt for the period from July 1, 2015 through December 31, 2015 and the years after 2015 are approximately as follows and are presented including the discounts on Select term loans and premium on Select’s senior notes, and including the discounts on Concentra credit facilities: Select Concentra Total (in thousands) July 1, 2015 — December 31, 2015 $ $ $ 2016 2017 2018 2019 2020 and beyond Total $ $ $ Loss on Early Retirement of Debt On March 4, 2014, Select amended the Select term loans under the Select credit facilities. During the six months ended June 30, 2014, the Company recognized a loss of $2.3 million for unamortized debt issuance costs, unamortized original issue discount and certain fees incurred related to the Select term loans modifications.

Fair Value

Fair Value	6 Months Ended
	Jun. 30, 2015
Fair Value
Fair Value	7. Fair Value Financial instruments include cash and cash equivalents, notes payable, and long-term debt. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. The carrying value of the Select credit facilities was $836.0 million and $1,069.8 million at December 31, 2014 and June 30, 2015, respectively. The fair value of the Select credit facilities was $816.6 million and $1,049.7 million at December 31, 2014 and June 30, 2015, respectively. The fair value of the Select credit facilities was based on quoted market prices for this debt in the syndicated loan market. The carrying value of Select’s 6.375% senior notes was $711.5 million and $711.4 million at December 31, 2014 and June 30, 2015, respectively. The fair value of Select’s 6.375% senior notes was $722.4 million and $711.8 million at December 31, 2014 and June 30, 2015, respectively. The fair value of this debt was based on quoted market prices. The carrying value of the Concentra term loans, was $646.9 million at June 30, 2015. The fair value of the Concentra term loans, was $645.7 million at June 30, 2015. The fair value of Concentra term loans was based on quoted market prices for this debt in the syndicated loan market. The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy. Level 2 in the fair value hierarchy is defined as inputs that are observable for the asset or liability, either directly or indirectly which includes quoted prices for identical assets or liabilities in markets that are not active.

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2015
Segment Information
Segment Information	8. Segment Information The Company’s reportable segments consist of: (i) specialty hospitals, (ii) outpatient rehabilitation, and (iii) Concentra. Other activities include the Company’s corporate services and certain other non-consolidating joint ventures and minority investments in other healthcare related businesses. The outpatient rehabilitation reportable segment has two operating segments: outpatient rehabilitation clinics and contract therapy. These operating segments are aggregated for reporting purposes as they have common economic characteristics and provide a similar service to a similar patient base. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance of the segments based on Adjusted EBITDA. Adjusted EBITDA is defined as 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 other income (expense). The following tables summarize selected financial data for the Company’s reportable segments. The segment results of Holdings are identical to those of Select. Three Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures Three Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures Six Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures Six Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures A reconciliation of Adjusted EBITDA to income before income taxes is as follows: Three Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ ) Depreciation and amortization ) ) ) Stock compensation expense — — ) Income (loss) from operations $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ Three Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — — ) Concentra acquisition costs — — ) — Income (loss) from operations $ $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ Six Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ ) Depreciation and amortization ) ) ) Stock compensation expense — — ) Income (loss) from operations $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ Six Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — — ) Concentra acquisition costs — — ) — Income (loss) from operations $ $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ (1) The selected financial data for the Company’s Concentra segment for the periods presented begins as of June 1, 2015, which is the date the Concentra acquisition was consummated.

Income per Common Share

Income per Common Share	6 Months Ended
	Jun. 30, 2015
Income per Common Share
Income per Common Share	9. Income per Common Share Holdings applies the two-class method for calculating income per common share. The two-class method is an earnings allocation formula that determines earnings per share for each class of stock participation rights in undistributed earnings. The following table sets forth for the periods indicated the calculation of income per common share in Holdings’ consolidated statement of operations and the differences between basic weighted average shares outstanding and diluted weighted average shares outstanding used to compute basic and diluted income per common share, respectively: For the Three Months Ended June 30, For the Six Months Ended June 30, 2014 2015 2014 2015 (in thousands, except per share amounts) Numerator: Net income attributable to Select Medical Holdings Corporation $ $ $ $ Less: Earnings allocated to unvested restricted stockholders Net income available to common stockholders $ $ $ $ Denominator: Weighted average shares — basic Effect of dilutive securities: Stock options Weighted average shares — diluted Basic income per common share $ $ $ $ Diluted income per common share $ $ $ $

Commitment and Contingencies

Commitment and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitment and Contingencies.
Commitment and Contingencies	10. Commitment and Contingencies Leases The Company leases facilities and equipment from unrelated parties under operating leases. Minimum future lease obligations on long-term non-cancelable operating leases in effect at June 30, 2015 are approximately as follows: Select Concentra Total (in thousands) July 1, 2015 — December 31, 2015 $ $ $ 2016 2017 2018 2019 Thereafter $ $ $ Total rent expense for operating leases, including cancelable leases, for the three months ended June 30, 2015 and 2014 was $49.0 million, including $4.6 million for Concentra, and $42.2 million, respectively. Total rent expense for operating leases, including cancelable leases, for the six months ended June 30, 2015 and 2014 was $93.3 million, including $4.6 million for Concentra, and $83.8 million, respectively. Property rent expense to unrelated parties for the three months ended June 30, 2015 and 2014 was $36.5 million, including $4.5 million for Concentra, and $31.0 million, respectively. Property rent expense to unrelated parties for the six months ended June 30, 2015 and 2014 was $68.8 million, including $4.5 million for Concentra, and $61.6 million, respectively. Construction Commitments At June 30, 2015, the Company had outstanding commitments under construction contracts related to new construction, improvements and renovations at the Company’s long term acute care properties, inpatient rehabilitation facilities, and Concentra facilities totaling approximately $63.9 million. Other A subsidiary of the Company has entered into a naming, promotional, and sponsorship agreement with a NFL team for the team’s headquarters complex that requires a payment of $3.0 million in 2015, of which $1.5 million has been paid as of June 30, 2015. Each successive annual payment increases by 2.3% through 2025. The naming, promotional, and sponsorship agreement is in effect until 2025. Litigation The Company is a party to various legal actions, proceedings and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of its business. The Company cannot predict the ultimate outcome of pending litigation, proceedings and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines and other penalties. The Department of Justice, Centers for Medicare & Medicaid Services or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future that may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations and liquidity. To address claims arising out of our operations, we maintain professional malpractice liability insurance and general liability insurance, subject to self-insured retention of $2.0 million per medical incident for professional liability claims and $2.0 million per occurrence for general liability claims. The Company also maintains umbrella liability insurance covering claims which, due to their nature or amount, are not covered by or not fully covered by the Company’s other insurance policies. These insurance policies also do not generally cover punitive damages and are subject to various deductibles and policy limits. Significant legal actions, as well as the cost and possible lack of available insurance, could subject the Company to substantial uninsured liabilities. In the Company’s opinion, the outcome of these actions, individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations, or cash flows. Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal (hence, usually unknown to the defendant) for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits. The Company is and has been a defendant in these cases in the past, and may be named as a defendant in similar cases from time to time in the future. On January 8, 2013, a federal magistrate judge unsealed an Amended Complaint in United States of America and the State of Indiana, ex rel. Doe I, Doe II and Doe III v. Select Medical Corporation, Select Specialty Hospital — Evansville, LLC (“SSH-Evansville”), Evansville Physician Investment Corporation, Dr. Richard Sloan and Dr. Jeffrey Selby. The Amended Complaint, which was served on the Company on February 15, 2013, is a civil action filed under seal on September 28, 2012 in the United States District Court for the Southern District of Indiana by private plaintiff-relators on behalf of the United States and the State of Indiana under the federal False Claims Act and Indiana False Claims and Whistleblower Protection Act. Although the Amended Complaint identified the relators by fictitious pseudonyms, on March 28, 2013, the relators filed a Notice identifying themselves as the former CEO at SSH-Evansville and two former case managers at SSH-Evansville. The named defendants currently include the Company, SSH-Evansville and one physician who practices at SSH-Evansville. All deadlines in the case had been stayed once the seal was lifted in order to allow the government time to complete its investigation and to decide whether or not to intervene. On June 19, 2015, the Department of Justice notified the United States District Court for the Southern District of Indiana of its decision not to intervene in the case. At this time, the Company is unable to predict the timing and outcome of this matter. On July 13, 2015, the federal District Court for the Eastern District of Tennessee unsealed a qui tam Complaint in Armes v. Garman, et al, No. 3:14-cv-00172-TAV-CCS, which named as defendants Select, Select Specialty Hospital — Knoxville, Inc. (“SSH-Knoxville”), Select Specialty Hospital — North Knoxville, Inc. and ten current or former employees of these facilities. The Complaint was unsealed after the United States and the State of Tennessee notified the Court on July 13, 2015 that each had decided not to intervene in the case. The Complaint, which has not yet been served on the Company, is a civil action that was filed under seal on April 29, 2014 by a respiratory therapist formerly employed at SSH-Knoxville. The Complaint alleges violations of the federal False Claims Act and the Tennessee Medicaid False Claims Act based on extending patient stays to increase reimbursement and to increase average length of stay; artificially prolonging the lives of patients to increase Medicare reimbursements and decrease inspections; admitting patients who do not require medically necessary care; performing unnecessary procedures and services; and delaying performance of procedures to increase billing. The Company intends to vigorously defend this action if the relator pursues it, but at this time the Company is unable to predict the timing and outcome of this matter.

Financial Information for Subsi

Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes	6 Months Ended
	Jun. 30, 2015
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes	11. Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select’s 6.375% Senior Notes Select’s 6.375% senior notes are fully and unconditionally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly-owned subsidiaries (the “Subsidiary Guarantors”) which is defined as a subsidiary where Select or a subsidiary of Select holds all of the outstanding ownership interests. Certain of Select’s subsidiaries did not guarantee the 6.375% senior notes (the “Non-Guarantor Subsidiaries,” including Group Holdings and its subsidiaries, which were designated as Non-Guarantor subsidiaries by Select’s board of directors at the closing of the Concentra acquisition, the “Non-Guarantor Concentra”). Select conducts a significant portion of its business through its subsidiaries. Presented below is condensed consolidating financial information for Select, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries, and Non-Guarantor Concentra at December 31, 2014 and June 30, 2015, and for the three and six months ended June 30, 2014 and 2015. The equity method has been used by Select with respect to investments in subsidiaries. The equity method has been used by Subsidiary Guarantors with respect to investments in Non-Guarantor Subsidiaries. Separate financial statements for Subsidiary Guarantors are not presented. During the year ended December 31, 2014, the Company purchased the remaining outstanding non-controlling interest in a specialty hospital business changing the entity from a non-guarantor subsidiary to a guarantor subsidiary. The three and six months ended June 30, 2014 have been retrospectively revised based on the guarantor structure that has existed since December 31, 2014. Select Medical Corporation Condensed Consolidating Balance Sheet June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation ( in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Intercompany receivables — — )(a) — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — — )(b) (c) — Goodwill — — — Non-current deferred tax asset — — — )(d) — Other identifiable intangibles — — — Other assets — Total Assets $ $ $ $ $ ) $ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — )(a) — Accrued payroll — Accrued vacation — Accrued interest — — Accrued other — Income taxes payable ) — — Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — )(d) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — Stockholder’s Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) )(c) ) Subsidiary investment — )(b) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — Total Equity ) Total Liabilities and Equity $ $ $ $ $ ) $ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — — Intercompany management fees ) ) — — — Equity in earnings of unconsolidated subsidiaries — — — Interest expense ) ) ) ) — ) Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) ) ) — Equity in earnings of subsidiaries — — )(a) — Net income (loss) ) ) Less: Net income attributable to non-controlling interests — — — Net income (loss) attributable to Select Medical Corporation $ $ $ $ ) $ ) $ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — — Intercompany management fees ) ) — — — Equity in earnings of unconsolidated subsidiaries — — — Interest expense ) ) ) ) — ) Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) ) ) — Equity in earnings of subsidiaries — — )(a) — Net income (loss) ) ) Less: Net income attributable to non-controlling interests — — — Net income (loss) attributable to Select Medical Corporation $ $ $ $ ) $ ) $ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Non- Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ $ $ $ ) $ )(a) $ Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — — — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaires — ) ) — — ) Loss from disposal of assets — — — — Non-cash stock compensation expense — — — — Amortization of debt discount and issuance costs — — — Deferred income taxes ) — — — — ) Changes in operating assets and liabilities, net of effects from acquisition of businesses: Equity in earnings of subsidiaries ) ) — — (a) — Accounts receivable — ) ) — ) Other current assets ) ) — ) Other assets ) — — Accounts payable ) ) — Accrued expenses ) — — Income taxes — — ) — Net cash provided by (used in) operating activities ) — Investing activities Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Acquisition of businesses, net of cash acquired — — ) ) — ) Net cash used in investing activities ) ) ) ) — ) Financing activities Borrowings on revolving facilities — — — Payments on revolving facilities ) — — ) — ) Payments on Select term loans ) — — — — ) Proceeds from Concentra term loans, net of discounts — — — — Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Debt issuance costs — — — ) — ) Proceeds from bank overdrafts — — — — Equity investment by Holdings — — — — Dividends paid to Holdings ) — — — — ) Intercompany ) ) — — Proceeds from issuance of non-controlling interests — — — — Tax benefit from stock based awards — — — — Distributions to non-controlling interests — — ) — — ) Net cash provided by (used in) financing activities ) — Net increase (decrease) in cash and cash equivalents ) — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ $ $ $ $ — $ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2014 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation ( in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Prepaid income taxes — — — Intercompany receivables — )(a) — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — )(b) (c) — Goodwill — — — Non-current deferred tax asset — — )(d) — Other identifiable intangibles — — — Other assets — Total Assets $ $ $ $ ) $ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — )(a) — Accrued payroll — Accrued vacation — Accrued interest — — Accrued other — Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — )(d) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — Stockholder’s Equity: Common stock — — — Capital in excess of par — — — Retained earnings (accumulated deficit) ) )(c) ) Subsidiary investment — )(b) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — Total Equity ) Total Liabilities and Equity $ $ $ $ ) $ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2014 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — Intercompany management fees ) ) — — Equity in earnings of unconsolidated subsidiaries — — Interest expense ) ) ) — ) Income (loss) from operations before income taxes ) — Income tax expense — Equity in earnings of subsidiaries — )(a) — Net income ) Less: Net income attributable to non-controlling interests — — Net income attributable to Select Medical Corporation $ $ $ $ ) $ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2014 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — Intercompany management fees ) ) — — Equity in earnings of unconsolidated subsidiaries — — Loss on early retirement of debt ) — — ) Interest expense ) ) ) — ) Income from operations before income taxes — Income tax expense — Equity in earnings of subsidiaries — )(a) — Net income ) Less: Net income attributable to non-controlling interests — — Net income attributable to Select Medical Corporation $ $ $ $ ) $ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2014 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ $ $ $ )(a) $ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaires — ) ) — ) Loss on early retirement of debt — — — Loss from disposal or sale of assets — — Non-cash stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes — — — Changes in operating assets and liabilities, net of effects from acquisition of businesses: Equity in earnings of subsidiaries ) ) — (a) — Accounts receivable — ) ) — ) Other current assets ) — ) Other assets ) ) — ) Accounts payable ) — Accrued expenses ) ) — ) Income taxes ) — — — ) Net cash provided by operating activities — Investing activities Purchases of property and equipment ) ) ) — ) Investment in businesses, net of distributions — ) — — ) Acquisition of businesses, net of cash acquired — ) — — ) Net cash used in investing activities ) ) ) — ) Financing activities Borrowings on revolving facility — — — Payments on revolving facility ) — — — ) Payments on Select term loans ) — — — ) Issuance of 6.375% senior notes, includes premium — — — Borrowings of other debt — — — Principal payments on other debt ) ) ) — ) Debt issuance costs ) — — — ) Repayments of bank overdrafts ) — — — ) Equity investment by Holdings — — — Dividends paid to Holdings ) — — — ) Intercompany ) — — Distributions to non-controlling interests — — ) — ) Net cash provided by (used in) financing activities ) — Net decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ (a) Elimination of equity in earnings of consolidated subsidiaries.

Accounting Policies (Policies)

Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Accounting Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
Redeemable Non-Controlling Interests	Redeemable Non-Controlling Interests The interests held by other parties in subsidiaries, limited liability companies, and limited partnerships owned and controlled by the Company are generally reported as a component of stockholders’ equity. Some of those non-controlling interests consist of outside owners that have certain “put rights,” that are currently exercisable, and that, if exercised, require the Company to purchase the member’s non-controlling interest. These redeemable non-controlling interests that are currently redeemable, or considered probable of becoming redeemable, have been adjusted to their approximate redemption values, and are reported outside of the stockholders’ equity section. As of June 30, 2015 and December 31, 2014, the Company believes the redemption values of the non-controlling ownership interests approximates the fair value of those interests classified as redeemable non-controlling interests. The changes in the redeemable non-controlling interests amounts for the six months ended June 30, 2015 are as follows (in thousands): Balance at December 31, 2014 — redeemable non-controlling interests $ Issuance of non-controlling interests in Concentra Group Holdings Acquisition of Concentra Inc. non-controlling interests Changes in the redemption amounts of non-controlling interests Net loss attributable to non-controlling interests ) Distributions to non-controlling interests ) Balance at June 30, 2015 — redeemable non-controlling interests $

Accounting Policies (Tables)

Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2015
Accounting Policies
Schedule of redeemable non-controlling interests	The changes in the redeemable non-controlling interests amounts for the six months ended June 30, 2015 are as follows (in thousands): Balance at December 31, 2014 — redeemable non-controlling interests $ Issuance of non-controlling interests in Concentra Group Holdings Acquisition of Concentra Inc. non-controlling interests Changes in the redemption amounts of non-controlling interests Net loss attributable to non-controlling interests ) Distributions to non-controlling interests ) Balance at June 30, 2015 — redeemable non-controlling interests $

Concentra Acquisition (Tables)

Concentra Acquisition (Tables)	6 Months Ended
	Jun. 30, 2015
Concentra Acquisition
Schedule of preliminary allocation of the purchase price	The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed, in accordance with the acquisition method of accounting (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill Total assets Total current liabilities Total non-current liabilities Non-controlling interests Total liabilities Net assets acquired Cash and cash equivalents acquired ) Net cash paid $
Schedule of pro forma unaudited results of operations	For the Three Months Ended June 30, For the Six Months Ended June 30, 2014 2015 2014 2015 (in thousands, except per share amounts) Net revenue $ $ $ $ Net income Income per common share: Basic $ $ $ $ Diluted $ $ $ $

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2015
Property and Equipment
Schedule of property and equipment	December 31, 2014 June 30, 2015 (in thousands) Land $ $ Leasehold improvements Buildings and improvements Furniture and equipment Construction-in-progress Accumulated depreciation and amortization ) ) Total property and equipment $ $

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2015
Intangible Assets
Schedule of net carrying value of the Company's goodwill and indefinite-lived intangible assets	December 31, 2014 June 30, 2015 (in thousands) Goodwill $ $ Identifiable intangibles: Trademarks $ $ Certificates of need Accreditations Customer relationships — Total identifiable intangibles $ $
Schedule of changes in the carrying amount of goodwill for the Company's reportable segments	Specialty Hospitals Outpatient Rehabilitation Concentra Total (in thousands) Balance as of December 31, 2014 $ $ $ — $ Goodwill acquired — Measurement period adjustment ) — ) Balance as of June 30, 2015 $ $ $ $

Indebtedness (Tables)

Indebtedness (Tables)	6 Months Ended
	Jun. 30, 2015
Indebtedness
Schedule of components of long-term debt and notes payable	December 31, 2014 June 30, 2015 (in thousands) Select 6.375% senior notes(1) $ $ Select credit facilities: Select revolving facility Select term loans(2) Other - Select Total Select debt Less: Select current maturities Select long-term debt maturities $ $ Concentra credit facilities: Concentra revolving facility $ — Concentra term loans(3) Other - Concentra Total Concentra debt Less: Concentra current maturities Concentra long-term debt maturities $ Total current maturities $ $ Total long-term debt maturities Total debt $ $ (1) Includes unamortized premium of $1.5 million and $1.4 million at December 31, 2014 and June 30, 2015, respectively. (2) Includes unamortized discounts of $4.2 million and $3.5 million at December 31, 2014 and June 30, 2015, respectively. (3) Includes unamortized discounts of $3.1 million at June 30, 2015.
Schedule of maturities of the Company's long-term debt	Select Concentra Total (in thousands) July 1, 2015 — December 31, 2015 $ $ $ 2016 2017 2018 2019 2020 and beyond Total $ $ $

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2015
Segment Information
Schedule of selected financial data for the Company's reportable segments	Three Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures Three Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures Six Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures Six Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Net operating revenues $ $ $ $ $ Adjusted EBITDA ) Total assets Capital expenditures
Schedule of reconciliation of Adjusted EBITDA to income before income taxes	Three Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ ) Depreciation and amortization ) ) ) Stock compensation expense — — ) Income (loss) from operations $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ Three Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — — ) Concentra acquisition costs — — ) — Income (loss) from operations $ $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ Six Months Ended June 30, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ ) Depreciation and amortization ) ) ) Stock compensation expense — — ) Income (loss) from operations $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ Six Months Ended June 30, 2015 Specialty Hospitals Outpatient Rehabilitation Concentra(1) Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — — ) Concentra acquisition costs — — ) — Income (loss) from operations $ $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Interest expense ) Income before income taxes $ (1) The selected financial data for the Company’s Concentra segment for the periods presented begins as of June 1, 2015, which is the date the Concentra acquisition was consummated.

Income per Common Share (Tables

Income per Common Share (Tables)	6 Months Ended
	Jun. 30, 2015
Income per Common Share
Schedule of computation of basic and diluted income per common share	For the Three Months Ended June 30, For the Six Months Ended June 30, 2014 2015 2014 2015 (in thousands, except per share amounts) Numerator: Net income attributable to Select Medical Holdings Corporation $ $ $ $ Less: Earnings allocated to unvested restricted stockholders Net income available to common stockholders $ $ $ $ Denominator: Weighted average shares — basic Effect of dilutive securities: Stock options Weighted average shares — diluted Basic income per common share $ $ $ $ Diluted income per common share $ $ $ $

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2015
Commitment and Contingencies.
Schedule of minimum future lease obligations on long-term non-cancelable operating leases	Select Concentra Total (in thousands) July 1, 2015 — December 31, 2015 $ $ $ 2016 2017 2018 2019 Thereafter $ $ $

Financial Information for Sub28

Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Tables) - Select	6 Months Ended
	Jun. 30, 2015
Schedule of Consolidating Balance Sheet	Condensed Consolidating Balance Sheet June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation ( in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Intercompany receivables — — )(a) — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — — )(b) (c) — Goodwill — — — Non-current deferred tax asset — — — )(d) — Other identifiable intangibles — — — Other assets — Total Assets $ $ $ $ $ ) $ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — )(a) — Accrued payroll — Accrued vacation — Accrued interest — — Accrued other — Income taxes payable ) — — Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — )(d) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — Stockholder’s Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) )(c) ) Subsidiary investment — )(b) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — Total Equity ) Total Liabilities and Equity $ $ $ $ $ ) $ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Condensed Consolidating Balance Sheet December 31, 2014 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation ( in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Prepaid income taxes — — — Intercompany receivables — )(a) — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — )(b) (c) — Goodwill — — — Non-current deferred tax asset — — )(d) — Other identifiable intangibles — — — Other assets — Total Assets $ $ $ $ ) $ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — )(a) — Accrued payroll — Accrued vacation — Accrued interest — — Accrued other — Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — )(d) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — Stockholder’s Equity: Common stock — — — Capital in excess of par — — — Retained earnings (accumulated deficit) ) )(c) ) Subsidiary investment — )(b) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — Total Equity ) Total Liabilities and Equity $ $ $ $ ) $ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation.
Schedule of Consolidating Statement of Operations	Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — — Intercompany management fees ) ) — — — Equity in earnings of unconsolidated subsidiaries — — — Interest expense ) ) ) ) — ) Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) ) ) — Equity in earnings of subsidiaries — — )(a) — Net income (loss) ) ) Less: Net income attributable to non-controlling interests — — — Net income (loss) attributable to Select Medical Corporation $ $ $ $ ) $ ) $ (a) Elimination of equity in earnings of subsidiaries. Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — — Intercompany management fees ) ) — — — Equity in earnings of unconsolidated subsidiaries — — — Interest expense ) ) ) ) — ) Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) ) ) — Equity in earnings of subsidiaries — — )(a) — Net income (loss) ) ) Less: Net income attributable to non-controlling interests — — — Net income (loss) attributable to Select Medical Corporation $ $ $ $ ) $ ) $ (a) Elimination of equity in earnings of subsidiaries. Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2014 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — Intercompany management fees ) ) — — Equity in earnings of unconsolidated subsidiaries — — Interest expense ) ) ) — ) Income (loss) from operations before income taxes ) — Income tax expense — Equity in earnings of subsidiaries — )(a) — Net income ) Less: Net income attributable to non-controlling interests — — Net income attributable to Select Medical Corporation $ $ $ $ ) $ (a) Elimination of equity in earnings of subsidiaries. Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2014 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ $ $ $ — $ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — Total costs and expenses — Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — Intercompany management fees ) ) — — Equity in earnings of unconsolidated subsidiaries — — Loss on early retirement of debt ) — — ) Interest expense ) ) ) — ) Income from operations before income taxes — Income tax expense — Equity in earnings of subsidiaries — )(a) — Net income ) Less: Net income attributable to non-controlling interests — — Net income attributable to Select Medical Corporation $ $ $ $ ) $ (a) Elimination of equity in earnings of subsidiaries.
Schedule of Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Non- Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ $ $ $ ) $ )(a) $ Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — — — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaires — ) ) — — ) Loss from disposal of assets — — — — Non-cash stock compensation expense — — — — Amortization of debt discount and issuance costs — — — Deferred income taxes ) — — — — ) Changes in operating assets and liabilities, net of effects from acquisition of businesses: Equity in earnings of subsidiaries ) ) — — (a) — Accounts receivable — ) ) — ) Other current assets ) ) — ) Other assets ) — — Accounts payable ) ) — Accrued expenses ) — — Income taxes — — ) — Net cash provided by (used in) operating activities ) — Investing activities Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Acquisition of businesses, net of cash acquired — — ) ) — ) Net cash used in investing activities ) ) ) ) — ) Financing activities Borrowings on revolving facilities — — — Payments on revolving facilities ) — — ) — ) Payments on Select term loans ) — — — — ) Proceeds from Concentra term loans, net of discounts — — — — Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Debt issuance costs — — — ) — ) Proceeds from bank overdrafts — — — — Equity investment by Holdings — — — — Dividends paid to Holdings ) — — — — ) Intercompany ) ) — — Proceeds from issuance of non-controlling interests — — — — Tax benefit from stock based awards — — — — Distributions to non-controlling interests — — ) — — ) Net cash provided by (used in) financing activities ) — Net increase (decrease) in cash and cash equivalents ) — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ $ $ $ $ — $ (a) Elimination of equity in earnings of consolidated subsidiaries. Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2014 (unaudited) Select (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ $ $ $ )(a) $ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaires — ) ) — ) Loss on early retirement of debt — — — Loss from disposal or sale of assets — — Non-cash stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes — — — Changes in operating assets and liabilities, net of effects from acquisition of businesses: Equity in earnings of subsidiaries ) ) — (a) — Accounts receivable — ) ) — ) Other current assets ) — ) Other assets ) ) — ) Accounts payable ) — Accrued expenses ) ) — ) Income taxes ) — — — ) Net cash provided by operating activities — Investing activities Purchases of property and equipment ) ) ) — ) Investment in businesses, net of distributions — ) — — ) Acquisition of businesses, net of cash acquired — ) — — ) Net cash used in investing activities ) ) ) — ) Financing activities Borrowings on revolving facility — — — Payments on revolving facility ) — — — ) Payments on Select term loans ) — — — ) Issuance of 6.375% senior notes, includes premium — — — Borrowings of other debt — — — Principal payments on other debt ) ) ) — ) Debt issuance costs ) — — — ) Repayments of bank overdrafts ) — — — ) Equity investment by Holdings — — — Dividends paid to Holdings ) — — — ) Intercompany ) — — Distributions to non-controlling interests — — ) — ) Net cash provided by (used in) financing activities ) — Net decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ (a) Elimination of equity in earnings of consolidated subsidiaries.

Accounting Policies (Details)

Accounting Policies (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2015USD ($)
Redeemable Non-controlling interests
Beginning balance - redeemable non-controlling interest	$ 10,985
Issuance of non-controlling interests in Concentra Group Holdings	217,065
Acquisition of Concentra Inc. non-controlling interests	28,865
Changes in the redemption amounts of non-controlling interests	1,274
Net loss attributable to non-controlling interest	(432)
Distribution to non-controlling interests	(570)
Ending balance - redeemable non-controlling interest	$ 257,187

Concentra Acquisition (Details)

Concentra Acquisition (Details) $ in Thousands	Jun. 01, 2015USD ($)	Jun. 30, 2015USD ($)stateitem	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Acquisition
Non-controlling interests		$ 48,226		$ 35,725
Fair value of net tangible assets acquired:
Goodwill		2,353,975		1,642,083
Cash paid (net of cash acquired)		$ 1,047,997	$ 454
MJ Acquisition Corporation
Acquisition
Amount borrowed under credit agreement	$ 650,000
Concentra Inc
Acquisition
Number of freestanding medical centers | item		300
Number of states in which the entity had facilities | state		38
Number of medical facilities | item		150
Number of Veterans Affairs | item		30
Select
Acquisition
Non-controlling interests		$ 48,226		35,725
Fair value of net tangible assets acquired:
Goodwill		2,353,975		$ 1,642,083
Cash paid (net of cash acquired)		$ 1,047,997	$ 454
Group Holdings
Acquisition
Non-controlling interests	217,100
Concentra Inc
Fair value of net tangible assets acquired:
Cash and cash equivalents	3,772
Identifiable tangible assets, excluding cash and cash equivalents	389,782
Identifiable intangible assets	190,000
Goodwill	702,023
Total assets	1,285,577
Total current liabilities	91,557
Total non-current liabilities	112,601
Non-controlling interests	32,336
Total liabilities	236,494
Net assets acquired	1,049,083
Cash paid (net of cash acquired)	$ 1,045,311
Concentra Inc | Humana | MJ Acquisition Corporation
Acquisition
Voting equity interests acquired	100.00%
Fair value of net tangible assets acquired:
Cash and cash equivalents	$ 3,700
Cash paid (net of cash acquired)	1,045,300
Group Holdings | MJ Acquisition Corporation
Acquisition
Contributed equity funds	$ 435,000
Group Holdings | Select
Acquisition
Voting equity interests acquired	50.10%
Group Holdings | Class A interests | Select
Acquisition
Voting equity interests acquired	50.10%
Fair value of net tangible assets acquired:
Aggregate purchase price	$ 217,900
Group Holdings | Other members of Group Holdings | Class A interests | WCAS
Acquisition
Voting equity interests acquired	49.90%
Fair value of net tangible assets acquired:
Aggregate purchase price	$ 217,100

Concentra Acquisition (Details

Concentra Acquisition (Details 2) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 01, 2015	May. 31, 2015	Dec. 31, 2014
Acquisition
Goodwill	$ 2,353,975	$ 2,353,975		$ 2,353,975				$ 1,642,083
Pro forma results of operations
Net revenue		1,087,953	$ 1,026,748	2,094,650	$ 2,033,445
Net income		$ 40,532	$ 35,421	$ 68,943	$ 63,832
Income per common share
Basic (in dollars per share)		$ 0.31	$ 0.27	$ 0.53	$ 0.47
Diluted (in dollars per share)		$ 0.31	$ 0.27	$ 0.52	$ 0.47
Interest Expense		$ 8,600	$ 12,000	$ 20,500	$ 24,000
Income tax benefit		1,800	1,300	6,500	5,000
Rent expense		300	500	900	900
(Loss) income attributable to noncontrolling interest		(100)	1,400	(800)	(2,000)
Acquisition expense excluded from pro forma results		4,700		4,700	4,700
Amortization expense excluded from pro forma results		700	$ 1,000	1,800	$ 2,100
Concentra Inc
Acquisition
Estimated value of goodwill, deductible for tax purposes							$ 21,100
Select
Acquisition
Goodwill	2,353,975	$ 2,353,975		2,353,975				$ 1,642,083
Concentra Inc
Acquisition
Goodwill						$ 702,023
Acquisition costs				$ 4,700
Contributed net revenue	86,800
Operating gain (loss)	$ 400

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Property and equipment
Property and equipment, gross	$ 1,187,599		$ 1,187,599		$ 937,660
Accumulated depreciation and amortization	(416,189)		(416,189)		(395,350)
Total property and equipment	771,410		771,410		542,310
Depreciation expense	20,700	$ 17,100	37,800	$ 33,200
Land
Property and equipment
Property and equipment, gross	74,510		74,510		71,635
Leasehold improvements
Property and equipment
Property and equipment, gross	274,606		274,606		155,648
Buildings and improvements
Property and equipment
Property and equipment, gross	404,936		404,936		396,228
Furniture and equipment
Property and equipment
Property and equipment, gross	360,632		360,632		272,919
Construction-in-progress
Property and equipment
Property and equipment, gross	$ 72,915		$ 72,915		$ 41,230

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Intangible Assets, (including Goodwill)
Goodwill	$ 2,353,975	$ 1,642,083
Total identifiable intangibles	261,642	72,519
Trademarks
Intangible Assets, (including Goodwill)
Total identifiable intangibles	$ 140,709	57,709
Weighted average time until next renewal	4 years 6 months
Certificates of need
Intangible Assets, (including Goodwill)
Total identifiable intangibles	$ 12,884	12,727
Accreditations
Intangible Assets, (including Goodwill)
Total identifiable intangibles	$ 2,083	$ 2,083
Weighted average time until next renewal	1 year 6 months
Customer relationships
Intangible Assets, (including Goodwill)
Total identifiable intangibles	$ 105,966

Intangible Assets (Details 2)

Intangible Assets (Details 2) $ in Thousands	6 Months Ended
	Jun. 30, 2015USD ($)
Goodwill
Balance at the beginning of the period	$ 1,642,083
Goodwill acquired	711,945
Measurement period adjustment	(53)
Balance at the end of the period	2,353,975
Specialty Hospitals
Goodwill
Balance at the beginning of the period	1,335,460
Goodwill acquired	9,922
Measurement period adjustment	(53)
Balance at the end of the period	1,345,329
Outpatient Rehabilitation
Goodwill
Balance at the beginning of the period	306,623
Balance at the end of the period	306,623
Concentra
Goodwill
Goodwill acquired	702,023
Balance at the end of the period	$ 702,023

Indebtedness (Details)

Indebtedness (Details) - USD ($) $ in Thousands	Jun. 01, 2015	Mar. 04, 2015	Jun. 30, 2015	Jun. 30, 2014	May. 20, 2015	Dec. 31, 2014
Long-term debt and notes payable
Total debt			$ 2,448,767			$ 1,552,976
Less: current maturities			17,448			10,874
Total long-term debt			2,431,319			1,542,102
Loss recognized associated with refinancing activities				$ 2,277
Select
Long-term debt and notes payable
Total debt			1,796,727			1,552,976
Less: current maturities			17,448			10,874
Total long-term debt			2,431,319			1,542,102
Total debt			1,796,727
Less: current maturities			10,311
Total long-term debt			1,786,416
Loss recognized associated with refinancing activities				2,277
Concentra Inc
Long-term debt and notes payable
Total debt			652,040
Non-Recourse Debt			652,040
Less: Non-recourse debt at Concentra current maturities			7,137
Total Non- Recourse Debt			644,903
Credit facility | Select
Long-term debt and notes payable
Total debt			1,069,800			836,000
Revolving credit facility | Select
Long-term debt and notes payable
Total debt			320,000			60,000
Amount of incremental revolving commitments					$ 100,000
Term loans | Select
Long-term debt and notes payable
Total debt			749,823			775,996
Unamortized discounts			3,500			$ 4,200
Principal prepayments from excess cash flow		$ 26,900
Loss recognized associated with refinancing activities				$ 2,300
Term loans | Concentra Inc
Long-term debt and notes payable
Non-Recourse Debt			646,908
Unamortized discounts			$ 3,100
First Lien Credit Agreement | Concentra Inc
Long-term debt and notes payable
Maximum borrowing capacity	$ 500,000
Percentage of amortization of term loan	0.25%
First Lien Credit Agreement | Concentra Inc | Adjusted LIBO rate floor
Long-term debt and notes payable
Interest rate margin (as a percent)			1.00%
First Lien Credit Agreement | Concentra Inc | Alternate base rate floor
Long-term debt and notes payable
Interest rate margin (as a percent)			2.00%
First Lien Credit Agreement | Revolving credit facility | Concentra Inc
Long-term debt and notes payable
Maximum borrowing capacity	$ 50,000
Debt instrument term	5 years
First Lien Credit Agreement | Revolving credit facility | Concentra Inc | Maximum | Adjusted LIBO
Long-term debt and notes payable
Interest rate margin (as a percent)			3.00%
First Lien Credit Agreement | Revolving credit facility | Concentra Inc | Maximum | Alternate base rate
Long-term debt and notes payable
Interest rate margin (as a percent)			2.00%
First Lien Credit Agreement | Revolving credit facility | Concentra Inc | Minimum | Adjusted LIBO
Long-term debt and notes payable
Interest rate margin (as a percent)			2.75%
First Lien Credit Agreement | Revolving credit facility | Concentra Inc | Minimum | Alternate base rate
Long-term debt and notes payable
Interest rate margin (as a percent)			1.75%
First Lien Credit Agreement | Term loans | Alternate base rate
Long-term debt and notes payable
Interest rate margin (as a percent)			2.00%
First Lien Credit Agreement | Term loans | Concentra Inc
Long-term debt and notes payable
Aggregate principal amount	$ 450,000
Debt instrument term	7 years
First Lien Credit Agreement | Term loans | Concentra Inc | Adjusted LIBO
Long-term debt and notes payable
Interest rate margin (as a percent)			3.00%
Second Lien Credit Agreement | Concentra Inc | Prior to June 1, 2016
Long-term debt and notes payable
Prepayment premium (as a percent)	2.00%
Second Lien Credit Agreement | Concentra Inc | Prior to June1, 2017
Long-term debt and notes payable
Prepayment premium (as a percent)	1.00%
Second Lien Credit Agreement | Concentra Inc | Adjusted LIBO
Long-term debt and notes payable
Interest rate margin (as a percent)			8.00%
Second Lien Credit Agreement | Concentra Inc | Alternate base rate
Long-term debt and notes payable
Interest rate margin (as a percent)			7.00%
Second Lien Credit Agreement | Concentra Inc | Adjusted LIBO rate floor
Long-term debt and notes payable
Interest rate margin (as a percent)			1.00%
Second Lien Credit Agreement | Concentra Inc | Alternate base rate floor
Long-term debt and notes payable
Interest rate margin (as a percent)			2.00%
Second Lien Credit Agreement | Term loans | Concentra Inc
Long-term debt and notes payable
Maximum borrowing capacity	$ 200,000
Debt instrument term	8 years
6.375% senior notes
Long-term debt and notes payable
Interest rate of debt (as a percent)			6.375%	6.375%		6.375%
6.375% senior notes | Select
Long-term debt and notes payable
Interest rate of debt (as a percent)			6.375%	6.375%		6.375%
Total debt			$ 711,350			$ 711,465
Unamortized premiums			1,400			1,500
Other | Select
Long-term debt and notes payable
Total debt			15,554			$ 5,515
Other | Concentra Inc
Long-term debt and notes payable
Non-Recourse Debt			$ 5,132

Indebtedness (Details 2)

Indebtedness (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Maturities of Long-Term Debt and Notes Payable
July 1, 2015 - December 31, 2015	$ 8,455
2,016	287,639
2,017	10,541
2,018	794,796
2,019	6,630
2020 and beyond	1,340,706
Total debt	2,448,767	$ 1,552,976
Select
Maturities of Long-Term Debt and Notes Payable
July 1, 2015 - December 31, 2015	4,757
2,016	282,135
2,017	6,402
2,018	790,645
2,019	2,465
2020 and beyond	710,323
Total debt	1,796,727	$ 1,552,976
Concentra Inc
Maturities of Long-Term Debt and Notes Payable
July 1, 2015 - December 31, 2015	3,698
2,016	5,504
2,017	4,139
2,018	4,151
2,019	4,165
2020 and beyond	630,383
Total debt	$ 652,040

Fair Value (Details)

Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Fair Value
Carrying value	$ 2,448,767	$ 1,552,976
Select
Fair Value
Carrying value	1,796,727	$ 1,552,976
Concentra Inc
Fair Value
Carrying value	652,040
Carrying value of non-recourse debt	$ 652,040
6.375% senior notes
Fair Value
Interest rate of debt (as a percent)	6.375%	6.375%	6.375%
6.375% senior notes | Select
Fair Value
Carrying value	$ 711,350	$ 711,465
Fair value	$ 711,800	$ 722,400
Interest rate of debt (as a percent)	6.375%	6.375%	6.375%
Credit facility | Select
Fair Value
Carrying value	$ 1,069,800	$ 836,000
Fair value	1,049,700	816,600
Term loans | Select
Fair Value
Carrying value	749,823	$ 775,996
Term loans | Concentra Inc
Fair Value
Carrying value of non-recourse debt	646,908
Fair value of non-recourse debt	$ 645,700

Segment Information (Details)

Segment Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)segment	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Summary of selected financial data
Net operating revenues	$ 887,065	$ 772,762	$ 1,682,408	$ 1,535,340
Adjusted EBITDA	114,897	101,354	213,837	198,182
Total assets	4,341,335	2,903,771	4,341,335	2,903,771	$ 2,924,809
Capital expenditures	41,064	23,194	68,912	50,493
Operating Segments | Specialty Hospitals
Summary of selected financial data
Net operating revenues	592,336	557,833	1,191,117	1,122,458
Adjusted EBITDA	91,447	88,688	187,919	180,838
Total assets	2,372,723	2,271,256	2,372,723	2,271,256
Capital expenditures	31,042	19,800	$ 53,835	41,298
Operating Segments | Outpatient Rehabilitation
Segment information
Number of operating segments | segment			2
Summary of selected financial data
Net operating revenues	207,795	214,798	$ 404,238	412,648
Adjusted EBITDA	28,722	30,432	50,855	51,421
Total assets	538,586	532,529	538,586	532,529
Capital expenditures	3,103	2,546	7,025	6,176
Operating Segments | Concentra
Summary of selected financial data
Net operating revenues	86,829		86,829
Adjusted EBITDA	11,199		11,199
Total assets	1,320,941		1,320,941
Capital expenditures	3,854		3,854
Other
Summary of selected financial data
Net operating revenues	105	131	224	234
Adjusted EBITDA	(16,471)	(17,766)	(36,136)	(34,077)
Total assets	109,085	99,986	109,085	99,986
Capital expenditures	$ 3,065	$ 848	$ 4,198	$ 3,019

Segment Information (Details 2)

Segment Information (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment information
Adjusted EBITDA	$ 114,897	$ 101,354	$ 213,837	$ 198,182
Depreciation and amortization	(21,848)	(17,196)	(39,196)	(33,425)
Income from operations	85,011	82,193	164,276	160,637
Loss on early retirement of debt				(2,277)
Equity in earnings of unconsolidated subsidiaries	3,848	1,239	6,440	2,147
Interest expense	(25,288)	(21,663)	(46,676)	(42,279)
Income before income taxes	63,571	61,769	124,040	118,228
Operating Segments | Specialty Hospitals
Segment information
Adjusted EBITDA	91,447	88,688	187,919	180,838
Depreciation and amortization	(13,404)	(13,067)	(26,627)	(25,162)
Income from operations	78,043	75,621	161,292	155,676
Operating Segments | Outpatient Rehabilitation
Segment information
Adjusted EBITDA	28,722	30,432	50,855	51,421
Depreciation and amortization	(3,177)	(3,225)	(6,317)	(6,437)
Income from operations	25,545	27,207	44,538	44,984
Operating Segments | Concentra
Segment information
Adjusted EBITDA	11,199		11,199
Depreciation and amortization	(4,194)		(4,194)
Concentra acquisition cost	(4,715)		(4,715)
Income from operations	2,290		2,290
Other
Segment information
Adjusted EBITDA	(16,471)	(17,766)	(36,136)	(34,077)
Depreciation and amortization	(1,073)	(904)	(2,058)	(1,826)
Stock compensation expense	(3,323)	(1,965)	(5,650)	(4,120)
Income from operations	$ (20,867)	$ (20,635)	$ (43,844)	$ (40,023)

Income per Common Share (Detail

Income per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Numerator:
Net income attributable to Select Medical Holdings Corporation	$ 36,940	$ 35,341	$ 72,003	$ 68,385
Less: Earnings allocated to unvested restricted stockholders	1,011	919	1,984	1,683
Net income available to common stockholders	$ 35,929	$ 34,422	$ 70,019	$ 66,702
Denominator:
Weighted average shares - basic	127,674	127,038	127,620	131,266
Effect of dilutive securities: Stock options (in shares)	335	503	324	500
Weighted average shares - diluted	128,009	127,541	127,944	131,766
Income per common share
Basic income per common share (in dollars per share)	$ 0.28	$ 0.27	$ 0.55	$ 0.51
Diluted income per common share (in dollars per share)	$ 0.28	$ 0.27	$ 0.55	$ 0.51

Commitment and Contingencies (D

Commitment and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Minimum future lease obligations on long term non cancelable operating leases
July 1 2015 - December 31, 2015	$ 100,256		$ 100,256
2,016	185,695		185,695
2,017	157,919		157,919
2,018	125,788		125,788
2,019	98,542		98,542
Thereafter	406,520		406,520
Total	1,074,720		1,074,720
Total rent expense for operating leases	49,000	$ 42,200	93,300	$ 83,800
Property rent expense to unrelated parties	36,500	$ 31,000	68,800	$ 61,600
Construction Commitments
Outstanding commitments under construction contracts	63,900		63,900
Concentra Inc
Minimum future lease obligations on long term non cancelable operating leases
July 1 2015 - December 31, 2015	29,440		29,440
2,016	53,064		53,064
2,017	46,927		46,927
2,018	38,276		38,276
2,019	30,806		30,806
Thereafter	78,008		78,008
Total	276,521		276,521
Total rent expense for operating leases	4,600		4,600
Property rent expense to unrelated parties	4,500		4,500
Select
Minimum future lease obligations on long term non cancelable operating leases
July 1 2015 - December 31, 2015	70,816		70,816
2,016	132,631		132,631
2,017	110,992		110,992
2,018	87,512		87,512
2,019	67,736		67,736
Thereafter	328,512		328,512
Total	$ 798,199		$ 798,199

Commitment and Contingencies 42

Commitment and Contingencies (Details 2) - Jun. 30, 2015 - Naming, promotional and sponsorship agreement - Select - USD ($) $ in Millions	Total
Commitments and Contingencies
Amount expected to be paid in next year	$ 3
Other commitments paid	$ 1.5
Increase in successive annual payment (as a percent)	2.30%

Commitment and Contingencies 43

Commitment and Contingencies (Details 3) $ in Millions	Jul. 13, 2015employee	Jan. 08, 2013item	Jun. 30, 2015USD ($)
Select, SSH-Knoxville, and SSH-North Knoxville
Commitments and Contingencies
Number of current of former employees named as defendants | employee	10
Professional liability claims
Commitments and Contingencies
Self insurance retention per occurrence			$ 2
General liability claims
Commitments and Contingencies
Self insurance retention per occurrence			$ 2
Amended complaint | SSH-Evansville
Commitments and Contingencies
Number of case managers identified as plaintiff | item		2
Number of physicians named as defendants | item		1

Financial Information for Sub44

Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Details) - 6.375% senior notes	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Financial information for subsidiary guarantors and non-guarantor subsidiaries under select's 6.375% senior notes
Interest rate of debt (as a percent)	6.375%	6.375%	6.375%
Select
Financial information for subsidiary guarantors and non-guarantor subsidiaries under select's 6.375% senior notes
Interest rate of debt (as a percent)	6.375%	6.375%	6.375%

Financial Information for Sub45

Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 25,191	$ 3,354	$ 3,140	$ 4,319
Accounts receivable, net	633,621	444,269
Current deferred tax asset	17,355	15,991
Prepaid income taxes		17,888
Other current assets	78,153	46,142
Total Current Assets	754,320	527,644
Property and equipment, net	771,410	542,310
Goodwill	2,353,975	1,642,083
Other identifiable intangibles	261,642	72,519
Other assets	199,988	140,253
Total Assets	4,341,335	2,924,809	2,903,771
Current Liabilities:
Bank overdrafts	27,337	21,746
Current portion of long-term debt and notes payable	17,448	10,874
Accounts payable	105,369	108,532
Accrued payroll	122,707	97,090
Accrued vacation	76,262	63,132
Accrued interest	14,152	10,674
Accrued other	122,801	82,376
Income taxes payable	2,303
Total Current Liabilities	488,379	394,424
Long-term debt, net of current portion	2,431,319	1,542,102
Non-current deferred tax liability	167,908	109,203
Other non-current liabilities	142,383	92,855
Total Liabilities	3,229,989	2,138,584
Redeemable non-controlling interests	257,187	10,985
Stockholder's Equity:
Common stock	131	131
Capital in excess of par	422,524	413,706
Retained earnings (accumulated deficit)	383,278	325,678
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	805,933	739,515
Non-controlling interests	48,226	35,725
Total Equity	854,159	775,240
Total Liabilities and Equity	4,341,335	2,924,809
Select
Current Assets:
Cash and cash equivalents	25,191	3,354	3,140	4,319
Accounts receivable, net	633,621	444,269
Current deferred tax asset	17,355	15,991
Prepaid income taxes		17,888
Other current assets	78,153	46,142
Total Current Assets	754,320	527,644
Property and equipment, net	771,410	542,310
Goodwill	2,353,975	1,642,083
Other identifiable intangibles	261,642	72,519
Other assets	199,988	140,253
Total Assets	4,341,335	2,924,809
Current Liabilities:
Bank overdrafts	27,337	21,746
Current portion of long-term debt and notes payable	17,448	10,874
Accounts payable	105,369	108,532
Accrued payroll	122,707	97,090
Accrued vacation	76,262	63,132
Accrued interest	14,152	10,674
Accrued other	122,801	82,376
Income taxes payable	2,303
Total Current Liabilities	488,379	394,424
Long-term debt, net of current portion	2,431,319	1,542,102
Non-current deferred tax liability	167,908	109,203
Other non-current liabilities	142,383	92,855
Total Liabilities	3,229,989	2,138,584
Redeemable non-controlling interests	257,187	10,985
Stockholder's Equity:
Common stock	0	0
Capital in excess of par	894,225	885,407
Retained earnings (accumulated deficit)	(88,292)	(145,892)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	805,933	739,515
Non-controlling interests	48,226	35,725
Total Equity	854,159	775,240
Total Liabilities and Equity	4,341,335	2,924,809
Select | Reportable legal entities | Select Medical Corporation (Parent Company Only)
Current Assets:
Cash and cash equivalents	3,071	70	70	71
Current deferred tax asset	9,023	10,186
Prepaid income taxes		17,888
Other current assets	12,776	7,860
Total Current Assets	24,870	36,004
Property and equipment, net	31,700	17,521
Investment in affiliates	4,050,979	3,725,915
Non-current deferred tax asset	15,812	11,230
Other assets	29,010	32,463
Total Assets	4,152,371	3,823,133
Current Liabilities:
Bank overdrafts	27,337	21,746
Current portion of long-term debt and notes payable	8,430	8,496
Accounts payable	9,039	9,885
Intercompany payables	1,884,180	1,820,047
Accrued payroll	10,893	17,410
Accrued vacation	5,717	5,070
Accrued interest	11,121	10,596
Accrued other	40,293	39,801
Income taxes payable	2,303
Total Current Liabilities	1,999,313	1,933,051
Long-term debt, net of current portion	1,293,955	1,098,151
Other non-current liabilities	53,170	52,416
Total Liabilities	3,346,438	3,083,618
Stockholder's Equity:
Common stock	0	0
Capital in excess of par	894,225	885,407
Retained earnings (accumulated deficit)	(88,292)	(145,892)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	805,933	739,515
Total Equity	805,933	739,515
Total Liabilities and Equity	4,152,371	3,823,133
Select | Reportable legal entities | Subsidiary Guarantors
Current Assets:
Cash and cash equivalents	2,942	2,454	2,008	3,098
Accounts receivable, net	431,473	376,780
Current deferred tax asset	1,548	2,458
Intercompany receivables	1,884,180	1,698,600
Other current assets	31,514	32,919
Total Current Assets	2,351,657	2,113,211
Property and equipment, net	485,017	468,138
Investment in affiliates	90,368	82,514
Goodwill	1,651,952	1,642,083
Other identifiable intangibles	72,676	72,519
Other assets	110,967	106,843
Total Assets	4,762,637	4,485,308
Current Liabilities:
Current portion of long-term debt and notes payable	1,713	1,844
Accounts payable	79,433	84,304
Intercompany payables	135,976
Accrued payroll	71,334	79,435
Accrued vacation	52,034	49,315
Accrued interest	24	78
Accrued other	37,388	34,107
Income taxes payable	(817)
Total Current Liabilities	377,085	249,083
Long-term debt, net of current portion	399,459	364,794
Non-current deferred tax liability	111,405	112,013
Other non-current liabilities	40,661	35,576
Total Liabilities	928,610	761,466
Stockholder's Equity:
Retained earnings (accumulated deficit)	1,142,407	1,048,455
Subsidiary investment	2,691,620	2,675,387
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	3,834,027	3,723,842
Total Equity	3,834,027	3,723,842
Total Liabilities and Equity	4,762,637	4,485,308
Select | Reportable legal entities | Non-Guarantor Subsidiaries
Current Assets:
Cash and cash equivalents	390	830	$ 1,062	$ 1,150
Accounts receivable, net	81,872	67,489
Current deferred tax asset	3,612	3,347
Intercompany receivables	135,976	121,447
Other current assets	3,882	5,363
Total Current Assets	225,732	198,476
Property and equipment, net	56,233	56,651
Other assets	736	947
Total Assets	282,701	256,074
Current Liabilities:
Current portion of long-term debt and notes payable	168	534
Accounts payable	12,145	14,343
Accrued payroll	238	245
Accrued vacation	9,843	8,747
Accrued other	9,345	8,468
Total Current Liabilities	31,739	32,337
Long-term debt, net of current portion	93,001	79,157
Non-current deferred tax liability	7,375	8,420
Other non-current liabilities	4,804	4,863
Total Liabilities	136,919	124,777
Redeemable non-controlling interests	12,731	10,985
Stockholder's Equity:
Retained earnings (accumulated deficit)	7,227	8,366
Subsidiary investment	82,566	76,221
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	89,793	84,587
Non-controlling interests	43,258	35,725
Total Equity	133,051	120,312
Total Liabilities and Equity	282,701	256,074
Select | Reportable legal entities | Non-Guarantor Concentra
Current Assets:
Cash and cash equivalents	18,788
Accounts receivable, net	120,276
Current deferred tax asset	3,172
Other current assets	29,981
Total Current Assets	172,217
Property and equipment, net	198,460
Goodwill	702,023
Other identifiable intangibles	188,966
Other assets	59,275
Total Assets	1,320,941
Current Liabilities:
Current portion of long-term debt and notes payable	7,137
Accounts payable	4,752
Accrued payroll	40,242
Accrued vacation	8,668
Accrued interest	3,007
Accrued other	35,775
Income taxes payable	817
Total Current Liabilities	100,398
Long-term debt, net of current portion	644,904
Non-current deferred tax liability	64,940
Other non-current liabilities	43,748
Total Liabilities	853,990
Redeemable non-controlling interests	244,456
Stockholder's Equity:
Retained earnings (accumulated deficit)	(408)
Subsidiary investment	217,935
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	217,527
Non-controlling interests	4,968
Total Equity	222,495
Total Liabilities and Equity	1,320,941
Select | Eliminations
Current Assets:
Intercompany receivables	(2,020,156)	(1,820,047)
Total Current Assets	(2,020,156)	(1,820,047)
Investment in affiliates	(4,141,347)	(3,808,429)
Non-current deferred tax asset	(15,812)	(11,230)
Total Assets	(6,177,315)	(5,639,706)
Current Liabilities:
Intercompany payables	(2,020,156)	(1,820,047)
Total Current Liabilities	(2,020,156)	(1,820,047)
Non-current deferred tax liability	(15,812)	(11,230)
Total Liabilities	(2,035,968)	(1,831,277)
Stockholder's Equity:
Retained earnings (accumulated deficit)	(1,149,226)	(1,056,821)
Subsidiary investment	(2,992,121)	(2,751,608)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	(4,141,347)	(3,808,429)
Total Equity	(4,141,347)	(3,808,429)
Total Liabilities and Equity	$ (6,177,315)	$ (5,639,706)

Financial Information for Sub46

Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Details 3) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidating Statement of Operations
Net operating revenues	$ 887,065	$ 772,762	$ 1,682,408	$ 1,535,340
Costs and expenses:
Cost of services	743,879	642,881	1,408,264	1,281,645
General and administrative	24,041	19,377	45,716	37,500
Bad debt expense	12,286	11,115	24,956	22,133
Depreciation and amortization	21,848	17,196	39,196	33,425
Total costs and expenses	802,054	690,569	1,518,132	1,374,703
Income from operations	85,011	82,193	164,276	160,637
Other income and expense:
Equity in earnings of unconsolidated subsidiaries	3,848	1,239	6,440	2,147
Loss on early retirement of debt				(2,277)
Interest expense	(25,288)	(21,663)	(46,676)	(42,279)
Income before income taxes	63,571	61,769	124,040	118,228
Income tax expense	23,517	23,775	46,701	45,867
Net income	40,054	37,994	77,339	72,361
Less: Net income attributable to non-controlling interests	3,114	2,653	5,336	3,976
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	36,940	35,341	72,003	68,385
Select
Consolidating Statement of Operations
Net operating revenues	887,065	772,762	1,682,408	1,535,340
Costs and expenses:
Cost of services	743,879	642,881	1,408,264	1,281,645
General and administrative	24,041	19,377	45,716	37,500
Bad debt expense	12,286	11,115	24,956	22,133
Depreciation and amortization	21,848	17,196	39,196	33,425
Total costs and expenses	802,054	690,569	1,518,132	1,374,703
Income from operations	85,011	82,193	164,276	160,637
Other income and expense:
Equity in earnings of unconsolidated subsidiaries	3,848	1,239	6,440	2,147
Loss on early retirement of debt				(2,277)
Interest expense	(25,288)	(21,663)	(46,676)	(42,279)
Income before income taxes	63,571	61,769	124,040	118,228
Income tax expense	23,517	23,775	46,701	45,867
Net income	40,054	37,994	77,339	72,361
Less: Net income attributable to non-controlling interests	3,114	2,653	5,336	3,976
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	36,940	35,341	72,003	68,385
Select | Reportable legal entities | Select Medical Corporation (Parent Company Only)
Consolidating Statement of Operations
Net operating revenues	105	131	224	234
Costs and expenses:
Cost of services	574	485	1,010	930
General and administrative	19,467	19,331	41,218	38,643
Depreciation and amortization	1,073	904	2,058	1,827
Total costs and expenses	21,114	20,720	44,286	41,400
Income from operations	(21,009)	(20,589)	(44,062)	(41,166)
Other income and expense:
Intercompany interest and royalty fees	(311)	(266)	(597)	(548)
Intercompany management fees	(2,167)	34,799	39,287	73,667
Loss on early retirement of debt				(2,277)
Interest expense	(14,280)	(14,526)	(28,181)	(28,322)
Income before income taxes	(37,767)	(582)	(33,553)	1,354
Income tax expense	(13,338)	340	(11,936)	1,265
Equity in earnings of subsidiaries	61,369	36,263	93,620	68,296
Net income	36,940	35,341	72,003	68,385
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	36,940	35,341	72,003	68,385
Select | Reportable legal entities | Subsidiary Guarantors
Consolidating Statement of Operations
Net operating revenues	675,847	668,249	1,349,596	1,328,566
Costs and expenses:
Cost of services	564,198	553,733	1,125,291	1,103,957
General and administrative	(141)	46	(217)	(1,143)
Bad debt expense	9,244	9,729	18,717	19,046
Depreciation and amortization	13,909	13,861	27,681	26,909
Total costs and expenses	587,210	577,369	1,171,472	1,148,769
Income from operations	88,637	90,880	178,124	179,797
Other income and expense:
Intercompany interest and royalty fees	305	258	585	543
Intercompany management fees	8,449	(29,474)	(26,798)	(63,415)
Equity in earnings of unconsolidated subsidiaries	3,828	1,226	6,399	2,113
Interest expense	(6,081)	(6,074)	(12,084)	(11,906)
Income before income taxes	95,138	56,816	146,226	107,132
Income tax expense	38,520	23,101	60,566	44,063
Equity in earnings of subsidiaries	5,012	2,993	8,292	5,330
Net income	61,630	36,708	93,952	68,399
Less: Net income attributable to non-controlling interests		395		448
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	61,630	36,313	93,952	67,951
Select | Reportable legal entities | Non-Guarantor Subsidiaries
Consolidating Statement of Operations
Net operating revenues	124,284	104,382	245,759	206,540
Costs and expenses:
Cost of services	104,355	88,663	207,211	176,758
Bad debt expense	2,164	1,386	5,361	3,087
Depreciation and amortization	2,672	2,431	5,263	4,689
Total costs and expenses	109,191	92,480	217,835	184,534
Income from operations	15,093	11,902	27,924	22,006
Other income and expense:
Intercompany interest and royalty fees	6	8	12	5
Intercompany management fees	(6,282)	(5,325)	(12,489)	(10,252)
Equity in earnings of unconsolidated subsidiaries	20	13	41	34
Interest expense	(1,558)	(1,063)	(3,042)	(2,051)
Income before income taxes	7,279	5,535	12,446	9,742
Income tax expense	(970)	334	(1,234)	539
Net income	8,249	5,201	13,680	9,203
Less: Net income attributable to non-controlling interests	3,090	2,258	5,312	3,528
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	5,159	2,943	8,368	5,675
Select | Reportable legal entities | Non-Guarantor Concentra
Consolidating Statement of Operations
Net operating revenues	86,829		86,829
Costs and expenses:
Cost of services	74,752		74,752
General and administrative	4,715		4,715
Bad debt expense	878		878
Depreciation and amortization	4,194		4,194
Total costs and expenses	84,539		84,539
Income from operations	2,290		2,290
Other income and expense:
Interest expense	(3,369)		(3,369)
Income before income taxes	(1,079)		(1,079)
Income tax expense	(695)		(695)
Net income	(384)		(384)
Less: Net income attributable to non-controlling interests	24		24
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	(408)		(408)
Select | Eliminations
Other income and expense:
Equity in earnings of subsidiaries	(66,381)	(39,256)	(101,912)	(73,626)
Net income	(66,381)	(39,256)	(101,912)	(73,626)
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$ (66,381)	$ (39,256)	$ (101,912)	$ (73,626)

Financial Information for Sub47

Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Details 4) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating activities
Net income	$ 40,054	$ 37,994	$ 77,339	$ 72,361
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries			52
Depreciation and amortization	21,848	17,196	39,196	33,425
Provision for bad debts	12,286	11,115	24,956	22,133
Equity in earnings of unconsolidated subsidiaries	(3,848)	(1,239)	(6,440)	(2,147)
Loss on early retirement of debt				2,277
Loss from disposal of assets			251	143
Non-cash stock compensation expense			5,794	4,120
Amortization of debt discount, premium and issuance costs			4,027	3,849
Deferred income taxes			(4,428)	1,275
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable			(89,265)	(84,249)
Other current assets			(8,038)	(2,935)
Other assets			3,568	(3,462)
Accounts payable			8,925	10,343
Accrued expenses			707	(14,086)
Income taxes			18,416	(878)
Net cash provided by operating activities			75,060	42,169
Investing activities
Purchases of property and equipment	(41,064)	(23,194)	(68,912)	(50,493)
Investment in businesses			(855)	(175)
Acquisition of businesses, net of cash acquired			(1,047,997)	(454)
Net cash used in investing activities			(1,117,764)	(51,122)
Financing activities
Borrowings on revolving facilities			660,000	515,000
Payments on revolving facilities			(400,000)	(425,000)
Payments on Select term loans			(26,884)	(33,994)
Proceeds from Concentra term loans, net of discounts			646,875
Issuance of 6.375% senior notes, includes premium				111,650
Borrowings of other debt			9,590	6,111
Principal payments on other debt			(8,320)	(7,049)
Debt issuance costs			(23,300)	(4,434)
Proceeds from (repayments of) bank overdrafts			5,590	(3,314)
Dividends paid			(13,129)	(27,153)
Tax benefit from stock based awards			11
Proceeds from issuance of non-controlling interest			217,065
Distributions to non-controlling interests			(4,282)	(1,840)
Net cash provided by financing activities			1,064,541	7,774
Net increase (decrease) in cash and cash equivalents			21,837	(1,179)
Cash and cash equivalents at beginning of period			3,354	4,319
Cash and cash equivalents at end of period	25,191	3,140	25,191	3,140
Select
Operating activities
Net income	40,054	37,994	77,339	72,361
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries			52
Depreciation and amortization	21,848	17,196	39,196	33,425
Provision for bad debts	12,286	11,115	24,956	22,133
Equity in earnings of unconsolidated subsidiaries	(3,848)	(1,239)	(6,440)	(2,147)
Loss on early retirement of debt				2,277
Loss from disposal of assets			251	143
Non-cash stock compensation expense			5,794	4,120
Amortization of debt discount, premium and issuance costs			4,027	3,849
Deferred income taxes			(4,428)	1,275
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable			(89,265)	(84,249)
Other current assets			(8,038)	(2,935)
Other assets			3,568	(3,462)
Accounts payable			8,925	10,343
Accrued expenses			707	(14,086)
Income taxes			18,416	(878)
Net cash provided by operating activities			75,060	42,169
Investing activities
Purchases of property and equipment			(68,912)	(50,493)
Investment in businesses			(855)	(175)
Acquisition of businesses, net of cash acquired			(1,047,997)	(454)
Net cash used in investing activities			(1,117,764)	(51,122)
Financing activities
Borrowings on revolving facilities			660,000	515,000
Payments on revolving facilities			(400,000)	(425,000)
Payments on Select term loans			(26,884)	(33,994)
Proceeds from Concentra term loans, net of discounts			646,875
Issuance of 6.375% senior notes, includes premium				111,650
Borrowings of other debt			9,590	6,111
Principal payments on other debt			(8,320)	(7,049)
Debt issuance costs			(23,300)	(4,434)
Proceeds from (repayments of) bank overdrafts			5,590	(3,314)
Equity investment by Holdings			1,325	5,297
Dividends paid			(13,129)	(154,653)
Tax benefit from stock based awards			11
Proceeds from issuance of non-controlling interest			217,065
Distributions to non-controlling interests			(4,282)	(1,840)
Net cash provided by financing activities			1,064,541	7,774
Net increase (decrease) in cash and cash equivalents			21,837	(1,179)
Cash and cash equivalents at beginning of period			3,354	4,319
Cash and cash equivalents at end of period	25,191	3,140	25,191	3,140
Select | Reportable legal entities | Select Medical Corporation (Parent Company Only)
Operating activities
Net income	36,940	35,341	72,003	68,385
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	1,073	904	2,058	1,827
Loss on early retirement of debt				2,277
Non-cash stock compensation expense			5,794	4,120
Amortization of debt discount, premium and issuance costs			3,717	3,849
Deferred income taxes			(4,428)	1,275
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Equity in earnings of subsidiaries	(61,369)	(36,263)	(93,620)	(68,296)
Other current assets			(4,916)	251
Other assets			3,453	(2,388)
Accounts payable			(846)	4,074
Accrued expenses			(4,099)	(11,570)
Income taxes			19,111	(878)
Net cash provided by operating activities			(1,773)	2,926
Investing activities
Purchases of property and equipment			(4,525)	(3,019)
Net cash used in investing activities			(4,525)	(3,019)
Financing activities
Borrowings on revolving facilities			650,000	515,000
Payments on revolving facilities			(390,000)	(425,000)
Payments on Select term loans			(26,884)	(33,994)
Issuance of 6.375% senior notes, includes premium				111,650
Borrowings of other debt			6,486	6,111
Principal payments on other debt			(6,591)	(5,046)
Debt issuance costs				(4,434)
Proceeds from (repayments of) bank overdrafts			5,590	(3,314)
Equity investment by Holdings			1,325	5,297
Dividends paid			(13,129)	(154,653)
Intercompany			(217,509)	(11,525)
Tax benefit from stock based awards			11
Net cash provided by financing activities			9,299	92
Net increase (decrease) in cash and cash equivalents			3,001	(1)
Cash and cash equivalents at beginning of period			70	71
Cash and cash equivalents at end of period	3,071	70	3,071	70
Select | Reportable legal entities | Subsidiary Guarantors
Operating activities
Net income	61,630	36,708	93,952	68,399
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	13,909	13,861	27,681	26,909
Provision for bad debts	9,244	9,729	18,717	19,046
Equity in earnings of unconsolidated subsidiaries	(3,828)	(1,226)	(6,399)	(2,113)
Loss from disposal of assets			251	28
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Equity in earnings of subsidiaries	(5,012)	(2,993)	(8,292)	(5,330)
Accounts receivable			(73,409)	(75,228)
Other current assets			1,416	(3,210)
Other assets			(96)	(1,098)
Accounts payable			7,731	6,764
Accrued expenses			2,899	(2,924)
Net cash provided by operating activities			64,451	31,243
Investing activities
Purchases of property and equipment			(56,763)	(42,423)
Investment in businesses			(855)	(175)
Acquisition of businesses, net of cash acquired				(454)
Net cash used in investing activities			(57,618)	(43,052)
Financing activities
Principal payments on other debt			(1,296)	(173)
Intercompany			(5,049)	10,892
Net cash provided by financing activities			(6,345)	10,719
Net increase (decrease) in cash and cash equivalents			488	(1,090)
Cash and cash equivalents at beginning of period			2,454	3,098
Cash and cash equivalents at end of period	2,942	2,008	2,942	2,008
Select | Reportable legal entities | Non-Guarantor Concentra
Operating activities
Net income	(384)		(384)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	4,194		4,194
Provision for bad debts	878		878
Amortization of debt discount, premium and issuance costs			310
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable			3,888
Other current assets			(6,019)
Accounts payable			4,238
Income taxes			(695)
Net cash provided by operating activities			6,410
Investing activities
Purchases of property and equipment			(3,854)
Acquisition of businesses, net of cash acquired			(1,045,311)
Net cash used in investing activities			(1,049,165)
Financing activities
Borrowings on revolving facilities			10,000
Payments on revolving facilities			(10,000)
Proceeds from Concentra term loans, net of discounts			646,875
Borrowings of other debt			3,008
Principal payments on other debt			(40)
Debt issuance costs			(23,300)
Intercompany			217,935
Proceeds from issuance of non-controlling interest			217,065
Net cash provided by financing activities			1,061,543
Net increase (decrease) in cash and cash equivalents			18,788
Cash and cash equivalents at end of period	18,788		18,788
Select | Reportable legal entities | Non-Guarantor Subsidiaries
Operating activities
Net income	8,249	5,201	13,680	9,203
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries			52
Depreciation and amortization	2,672	2,431	5,263	4,689
Provision for bad debts	2,164	1,386	5,361	3,087
Equity in earnings of unconsolidated subsidiaries	(20)	(13)	(41)	(34)
Loss from disposal of assets				115
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable			(19,744)	(9,021)
Other current assets			1,481	24
Other assets			211	24
Accounts payable			(2,198)	(495)
Accrued expenses			1,907	408
Net cash provided by operating activities			5,972	8,000
Investing activities
Purchases of property and equipment			(3,770)	(5,051)
Acquisition of businesses, net of cash acquired			(2,686)
Net cash used in investing activities			(6,456)	(5,051)
Financing activities
Borrowings of other debt			96
Principal payments on other debt			(393)	(1,830)
Intercompany			4,623	633
Distributions to non-controlling interests			(4,282)	(1,840)
Net cash provided by financing activities			44	(3,037)
Net increase (decrease) in cash and cash equivalents			(440)	(88)
Cash and cash equivalents at beginning of period			830	1,150
Cash and cash equivalents at end of period	390	1,062	390	1,062
Select | Eliminations
Operating activities
Net income	(66,381)	(39,256)	(101,912)	(73,626)
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Equity in earnings of subsidiaries	$ 66,381	$ 39,256	$ 101,912	$ 73,626