Select Medical (SEM) 10-Q 2 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 31, 2017
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	Sep. 30, 2017
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		133,824,559
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 107,300	$ 99,029
Accounts receivable, net of allowance for doubtful accounts of $63,787 and $70,574 at 2016 and 2017, respectively	716,426	573,752
Prepaid income taxes		12,423
Other current assets	80,324	77,699
Total Current Assets	904,050	762,903
Property and equipment, net	946,063	892,217
Goodwill	2,767,896	2,751,000
Identifiable intangible assets, net	331,036	340,562
Other assets	174,762	173,944
Total Assets	5,123,807	4,920,626
Current Liabilities:
Overdrafts	18,923	39,362
Current portion of long-term debt and notes payable	37,560	13,656
Accounts payable	133,321	126,558
Accrued payroll	139,402	146,397
Accrued vacation	89,171	83,261
Accrued interest	30,998	22,325
Accrued other	143,443	140,076
Income taxes payable	6,718
Total Current Liabilities	599,536	571,635
Long-term debt, net of current portion	2,752,742	2,685,333
Non-current deferred tax liability	191,441	199,078
Other non-current liabilities	138,118	136,520
Total Liabilities	3,681,837	3,592,566
Commitments and contingencies (Note 8)
Redeemable non-controlling interests	621,515	422,159
Stockholders' Equity:
Common stock	133	132
Capital in excess of par	459,004	443,908
Retained earnings (accumulated deficit)	262,505	371,685
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	721,642	815,725
Non-controlling interest	98,813	90,176
Total Equity	820,455	905,901
Total Liabilities and Equity	5,123,807	4,920,626
Select Medical Corporation
Current Assets:
Cash and cash equivalents	107,300	99,029
Accounts receivable, net of allowance for doubtful accounts of $63,787 and $70,574 at 2016 and 2017, respectively	716,426	573,752
Prepaid income taxes		12,423
Other current assets	80,324	77,699
Total Current Assets	904,050	762,903
Property and equipment, net	946,063	892,217
Goodwill	2,767,896	2,751,000
Identifiable intangible assets, net	331,036	340,562
Other assets	174,762	173,944
Total Assets	5,123,807	4,920,626
Current Liabilities:
Overdrafts	18,923	39,362
Current portion of long-term debt and notes payable	37,560	13,656
Accounts payable	133,321	126,558
Accrued payroll	139,402	146,397
Accrued vacation	89,171	83,261
Accrued interest	30,998	22,325
Accrued other	143,443	140,076
Income taxes payable	6,718
Total Current Liabilities	599,536	571,635
Long-term debt, net of current portion	2,752,742	2,685,333
Non-current deferred tax liability	191,441	199,078
Other non-current liabilities	138,118	136,520
Total Liabilities	3,681,837	3,592,566
Commitments and contingencies (Note 8)
Redeemable non-controlling interests	621,515	422,159
Stockholders' Equity:
Common stock	0	0
Capital in excess of par	942,142	925,111
Retained earnings (accumulated deficit)	(220,500)	(109,386)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	721,642	815,725
Non-controlling interest	98,813	90,176
Total Equity	820,455	905,901
Total Liabilities and Equity	$ 5,123,807	$ 4,920,626

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 70,574	$ 63,787
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	133,884,963	132,596,758
Common stock, shares outstanding	133,884,963	132,596,758
Select Medical Corporation
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 70,574	$ 63,787
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		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net operating revenues	$ 1,097,166	$ 1,053,795	$ 3,329,202	$ 3,239,756
Costs and expenses:
Cost of services	938,910	915,703	2,787,497	2,754,950
General and administrative	27,065	27,088	83,415	81,226
Bad debt expense	20,321	17,677	59,120	51,591
Depreciation and amortization	38,772	37,165	119,644	107,887
Total costs and expenses	1,025,068	997,633	3,049,676	2,995,654
Income from operations	72,098	56,162	279,526	244,102
Other income and expense:
Loss on early retirement of debt		(10,853)	(19,719)	(11,626)
Equity in earnings of unconsolidated subsidiaries	4,431	5,268	15,618	14,466
Non-operating gain (loss)		(1,028)	(49)	37,094
Interest expense	(37,688)	(44,482)	(116,196)	(127,662)
Income before income taxes	38,841	5,067	159,180	156,374
Income tax expense	14,017	1,075	59,593	51,585
Net income	24,824	3,992	99,587	104,789
Less: Net income (loss) attributable to non-controlling interests	6,362	(2,479)	23,200	9,550
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$ 18,462	$ 6,471	$ 76,387	$ 95,239
Income per common share:
Basic (in dollars per share)	$ 0.14	$ 0.05	$ 0.57	$ 0.72
Diluted (in dollars per share)	$ 0.14	$ 0.05	$ 0.57	$ 0.72
Weighted average shares outstanding:
Basic (in shares)	129,142	127,848	128,745	127,659
Diluted (in shares)	129,322	127,989	128,916	127,804
Select Medical Corporation
Net operating revenues	$ 1,097,166	$ 1,053,795	$ 3,329,202	$ 3,239,756
Costs and expenses:
Cost of services	938,910	915,703	2,787,497	2,754,950
General and administrative	27,065	27,088	83,415	81,226
Bad debt expense	20,321	17,677	59,120	51,591
Depreciation and amortization	38,772	37,165	119,644	107,887
Total costs and expenses	1,025,068	997,633	3,049,676	2,995,654
Income from operations	72,098	56,162	279,526	244,102
Other income and expense:
Loss on early retirement of debt		(10,853)	(19,719)	(11,626)
Equity in earnings of unconsolidated subsidiaries	4,431	5,268	15,618	14,466
Non-operating gain (loss)		(1,028)	(49)	37,094
Interest expense	(37,688)	(44,482)	(116,196)	(127,662)
Income before income taxes	38,841	5,067	159,180	156,374
Income tax expense	14,017	1,075	59,593	51,585
Net income	24,824	3,992	99,587	104,789
Less: Net income (loss) attributable to non-controlling interests	6,362	(2,479)	23,200	9,550
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$ 18,462	$ 6,471	$ 76,387	$ 95,239

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Equity and Income - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands	Total Stockholders' EquitySelect Medical Corporation	Total Stockholders' Equity	Common StockSelect Medical Corporation	Common Stock	Capital in Excess of ParSelect Medical Corporation	Capital in Excess of Par	Retained EarningsSelect Medical Corporation	Retained Earnings	Non-controlling InterestsSelect Medical Corporation	Non-controlling Interests	Select Medical Corporation	Total
Balance at Dec. 31, 2016	$ 815,725	$ 815,725	$ 0	$ 132	$ 925,111	$ 443,908	$ (109,386)	$ 371,685	$ 90,176	$ 90,176	$ 905,901	$ 905,901
Balance (in shares) at Dec. 31, 2016			0	132,597,000							100	132,596,758
Increase (Decrease) in Stockholders' Equity
Net income attributable to Select Medical Holdings Corporation	76,387	76,387					76,387	76,387			$ 76,387	$ 76,387
Net income attributable to non-controlling interests									4,681	4,681	4,681	4,681
Issuance and vesting of restricted stock		13,446		$ 1		13,445						13,446
Issuance and vesting of restricted stock (in shares)				1,323,000
Additional investment by Holdings	1,634				1,634						1,634
Repurchase of common shares		(3,603)		$ 0		(1,934)		(1,669)				(3,603)
Repurchase of common shares (in shares)				(220,000)
Dividends declared and paid to Holdings	(3,603)						(3,603)				(3,603)
Contribution related to restricted stock awards and stock option issuances by Holdings	13,446				13,446						13,446
Exercise of stock options		1,634		$ 0		1,634						1,634
Exercise of stock options (in shares)				185,000
Issuance of non-controlling interests	1,951	1,951			1,951	1,951			8,944	8,944	10,895	10,895
Purchase of non-controlling interests	7	7					7	7			7	7
Distributions to non-controlling interests									(5,153)	(5,153)	(5,153)	(5,153)
Redemption adjustment on non-controlling interests	(184,294)	(184,294)					(184,294)	(184,294)			(184,294)	(184,294)
Other	389	389					389	389	165	165	554	554
Balance at Sep. 30, 2017	$ 721,642	$ 721,642	$ 0	$ 133	$ 942,142	$ 459,004	$ (220,500)	$ 262,505	$ 98,813	$ 98,813	$ 820,455	$ 820,455
Balance (in shares) at Sep. 30, 2017			0	133,885,000							100	133,884,963
Balance - Redeemable Non-controlling Interests at Dec. 31, 2016											$ 422,159	$ 422,159
Redeemable Non-controlling interests
Net income attributable to redeemable non-controlling interests											18,519	18,519
Purchase of non-controlling interests											(127)	(127)
Distributions to non-controlling interests											(4,003)	(4,003)
Redemption adjustment on non-controlling interests											184,294	184,294
Other											673	673
Balance - Redeemable Non-controlling Interests at Sep. 30, 2017											$ 621,515	$ 621,515

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Operating activities
Net income	$ 99,587	$ 104,789
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	14,542	16,145
Depreciation and amortization	119,644	107,887
Provision for bad debts	59,120	51,591
Equity in earnings of unconsolidated subsidiaries	(15,618)	(14,466)
Loss on extinguishment of debt	6,527	11,626
Gain on sale or disposal of assets and businesses	(9,499)	(41,910)
Gain on sale of equity investment		(241)
Impairment of equity investment		5,339
Stock compensation expense	14,227	12,924
Amortization of debt discount, premium and issuance costs	8,546	11,845
Deferred income taxes	(6,126)	(13,088)
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable	(201,514)	(40,776)
Other current assets	(2,677)	12,094
Other assets	1,407	5,146
Accounts payable	3,913	(17,752)
Accrued expenses	18,752	52,996
Due to third party payors		11,065
Income taxes	19,141	5,547
Net cash provided by operating activities	129,972	280,761
Investing activities
Business combinations, net of cash acquired	(19,371)	(414,231)
Purchases of property and equipment	(173,800)	(118,260)
Investment in businesses	(11,374)	(3,140)
Proceeds from sale of assets, businesses, and equity investment	34,555	72,629
Net cash used in investing activities	(169,990)	(463,002)
Financing activities
Borrowings on revolving facilities	805,000	420,000
Payments on revolving facilities	(705,000)	(545,000)
Proceeds from term loans	1,139,487	795,344
Payments on term loans	(1,176,567)	(434,842)
Revolving facility debt issuance costs	(4,392)
Borrowings of other debt	27,571	23,801
Principal payments on other debt	(15,112)	(15,477)
Repurchase of common stock	(3,603)	(1,939)
Proceeds from exercise of stock options	1,634	1,488
Repayments of overdrafts	(20,439)	(8,464)
Proceeds from issuance of non-controlling interests	8,986	11,846
Purchase of non-controlling interests	(120)	(1,530)
Distributions to non-controlling interests	(9,156)	(9,198)
Net cash provided by financing activities	48,289	236,029
Net increase in cash and cash equivalents	8,271	53,788
Cash and cash equivalents at beginning of period	99,029	14,435
Cash and cash equivalents at end of period	107,300	68,223
Supplemental Information
Cash paid for interest	101,341	92,928
Cash paid for taxes	46,553	59,937
Select Medical Corporation
Operating activities
Net income	99,587	104,789
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	14,542	16,145
Depreciation and amortization	119,644	107,887
Provision for bad debts	59,120	51,591
Equity in earnings of unconsolidated subsidiaries	(15,618)	(14,466)
Loss on extinguishment of debt	6,527	11,626
Gain on sale or disposal of assets and businesses	(9,499)	(41,910)
Gain on sale of equity investment		(241)
Impairment of equity investment		5,339
Stock compensation expense	14,227	12,924
Amortization of debt discount, premium and issuance costs	8,546	11,845
Deferred income taxes	(6,126)	(13,088)
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable	(201,514)	(40,776)
Other current assets	(2,677)	12,094
Other assets	1,407	5,146
Accounts payable	3,913	(17,752)
Accrued expenses	18,752	52,996
Due to third party payors		11,065
Income taxes	19,141	5,547
Net cash provided by operating activities	129,972	280,761
Investing activities
Business combinations, net of cash acquired	(19,371)	(414,231)
Purchases of property and equipment	(173,800)	(118,260)
Investment in businesses	(11,374)	(3,140)
Proceeds from sale of assets, businesses, and equity investment	34,555	72,629
Net cash used in investing activities	(169,990)	(463,002)
Financing activities
Borrowings on revolving facilities	805,000	420,000
Payments on revolving facilities	(705,000)	(545,000)
Proceeds from term loans	1,139,487	795,344
Payments on term loans	(1,176,567)	(434,842)
Revolving facility debt issuance costs	(4,392)
Borrowings of other debt	27,571	23,801
Principal payments on other debt	(15,112)	(15,477)
Dividends paid to Holdings	(3,603)	(1,939)
Equity investment by Holdings	1,634	1,488
Repayments of overdrafts	(20,439)	(8,464)
Proceeds from issuance of non-controlling interests	8,986	11,846
Purchase of non-controlling interests	(120)	(1,530)
Distributions to non-controlling interests	(9,156)	(9,198)
Net cash provided by financing activities	48,289	236,029
Net increase in cash and cash equivalents	8,271	53,788
Cash and cash equivalents at beginning of period	99,029	14,435
Cash and cash equivalents at end of period	107,300	68,223
Supplemental Information
Cash paid for interest	101,341	92,928
Cash paid for taxes	$ 46,553	$ 59,937

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2017
Basis of Presentation
Basis of Presentation	1. Basis of Presentation The unaudited condensed consolidated financial statements of Select Medical Holdings Corporation (“Holdings”) include the accounts of its wholly owned subsidiary, Select Medical Corporation (“Select”). Holdings conducts substantially all of its business through Select and its subsidiaries. Holdings and Select and its subsidiaries are collectively referred to as the “Company.” The unaudited condensed consolidated financial statements of the Company as of September 30, 2017, and for the three and nine month periods ended September 30, 2016 and 2017, have been prepared pursuant to the rules and regulations of the Securities Exchange Commission (the “SEC”) for interim reporting and accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, certain information and disclosures required by GAAP, which are normally included in the notes to consolidated financial statements, have been condensed or omitted pursuant to those rules and regulations, although the Company believes the disclosure is adequate to make the information presented not misleading. 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 nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2016 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017.

Accounting Policies

Accounting Policies	9 Months Ended
	Sep. 30, 2017
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, including disclosure of contingencies, at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 states that if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction should be accounted for as an asset acquisition. In addition, the ASU clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 will be applied prospectively and is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The standard will be effective for fiscal years beginning after December 15, 2017. The Company plans to adopt the guidance effective January 1, 2018. Adoption of the guidance will be applied on a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases . This ASU includes a lessee accounting model that recognizes two types of leases; finance and operating. This ASU requires that a lessee recognize on the balance sheet assets and liabilities for all leases with lease terms of more than twelve months. Lessees will need to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or finance. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. For short-term leases of twelve months or less, lessees are permitted to make an accounting election by class of underlying asset not to recognize right-of-use assets or lease liabilities. If the alternative is elected, lease expense would be recognized generally on the straight-line basis over the respective lease term. The amendments in ASU 2016-02 will take effect for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted as of the beginning of an interim or annual reporting period. A modified retrospective approach is required for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Upon adoption, the Company will recognize significant assets and liabilities on the consolidated balance sheets as a result of the operating lease obligations of the Company. Operating lease expense will still be recognized as rent expense on a straight-line basis over the respective lease terms in the consolidated statements of operations. The Company will implement the new standard beginning January 1, 2019. The Company’s implementation efforts are focused on designing accounting processes, disclosure processes, and internal controls in order to account for its leases under the new standard. In May 2014, March 2016, April 2016, and December 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations , ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing , ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients , and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively “the standards”), respectively, which supersede most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. The standards require the selection of a retrospective or cumulative effect transition method. The Company will implement the new standard beginning January 1, 2018 using the retrospective transition method. Adoption of the new standard will result in material changes to the presentation of net operating revenues and bad debt expense in the consolidated statements of operations, but the presentation of the amount of income from operations and net income is not expected to materially change upon adoption of the new standards. The principal change is how the new standard requires healthcare providers to estimate the amount of variable consideration to be included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common form of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a customer. Under the current standards, the Company’s estimate for unrealizable amounts was recorded to bad debt expense. Under the new standards, the Company’s estimate for unrealizable amounts will be recognized as a constraint to revenue and will be reflected as an allowance. Substantially all of the bad debt expense as of September 30, 2016 and September 30, 2017 will be reclassified as an allowance when the Company retrospectively applies the guidance in the standards on January 1, 2018. The Company’s remaining implementation efforts are focused principally on refining the accounting processes, disclosure processes, and internal controls. Recently Adopted Accounting Pronouncements In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which changed the presentation of deferred income taxes. The standard changed the presentation of deferred income taxes through the requirement that all deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The Company adopted the standard on January 1, 2017. The consolidated balance sheet at December 31, 2016 has been retrospectively adjusted. Adoption of the new standard impacted the Company’s previously reported results as follows: December 31, 2016 As Reported As Adjusted (in thousands) Current deferred tax asset $ $ — Total current assets Other assets Total assets Non-current deferred tax liability Total liabilities Total liabilities and equity Reclassifications Certain reclassifications have been made to prior year amounts in order to conform to current year presentation. As discussed above, the condensed consolidated balance sheet at December 31, 2016 has been changed in order to conform to the current year balance sheet presentation for the adoption of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2017
Acquisitions
Acquisitions	3. Acquisitions Physiotherapy Acquisition On March 4, 2016, Select acquired 100% of the issued and outstanding equity securities of Physiotherapy Associates Holdings, Inc. (“Physiotherapy”) for $406.3 million, net of $12.3 million of cash acquired. For the Physiotherapy acquisition, the Company allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair value in accordance with the provisions of Accounting Standards Codification (“ASC”) 805, Business Combinations . During the quarter ended March 31, 2017, the Company finalized the purchase price allocation. The following table reconciles the allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill Total assets Total liabilities Acquired non-controlling interests Net assets acquired Less: Cash and cash equivalents acquired ) Net cash paid $ Goodwill of $343.2 million has been recognized in the business combination, representing the excess of the consideration given over the fair value of identifiable net assets acquired. The value of goodwill is derived from Physiotherapy’s future earnings potential and its assembled workforce. Goodwill has been assigned to the outpatient rehabilitation reporting unit and is not deductible for tax purposes. However, prior to its acquisition by the Company, Physiotherapy completed certain acquisitions that resulted in tax deductible goodwill with an estimated value of $8.8 million, which the Company will deduct through 2030. Due to the integration of Physiotherapy into our outpatient rehabilitation operations, it is not practicable to separately identify net revenue and earnings of Physiotherapy on a stand-alone basis. The following pro forma unaudited results of operations have been prepared assuming the acquisition of Physiotherapy occurred on January 1, 2015. 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 on the aforementioned date. The Company’s results of operations for the three months ended September 30, 2016 and for the three and nine months ended September 30, 2017 include Physiotherapy for the entire period. There were no pro forma adjustments during these periods; therefore, no pro forma information is presented. Nine Months Ended (in thousands, except per Net revenue $ Net income attributable to Holdings Income per common share: Basic $ Diluted $ The net income tax impact was calculated at a statutory rate, as if Physiotherapy had been a subsidiary of the Company as of January 1, 2015. Pro forma results for the nine months ended September 30, 2016 were adjusted to exclude approximately $3.2 million of Physiotherapy acquisition costs. Other Acquisitions The Company completed acquisitions within our specialty hospitals, outpatient rehabilitation, and Concentra segments during the nine months ended September 30, 2017. The Company provided total consideration of $21.7 million, consisting principally of $19.4 million of cash and the issuance of non-controlling interests. The assets received in these acquisitions consisted principally of accounts receivable, property and equipment, identifiable intangible assets, and goodwill, of which $0.8 million, $1.8 million, and $14.5 million of goodwill was recognized in our specialty hospitals, outpatient rehabilitation, and Concentra reporting units, respectively.

Intangible Assets and Liabiliti

Intangible Assets and Liabilities	9 Months Ended
	Sep. 30, 2017
Intangible Assets and Liabilities
Intangible Assets and Liabilities	4. Intangible Assets and Liabilities Goodwill The following table shows changes in the carrying amounts of goodwill by reporting unit for the nine months ended September 30, 2017: Specialty Outpatient Concentra Total (in thousands) Balance as of December 31, 2016 $ $ $ $ Acquired Measurement period adjustment ) — ) Balance as of September 30, 2017 $ $ $ $ See Note 3 for details of the goodwill acquired during the period. Identifiable Intangible Assets and Liabilities The following table provides the gross carrying amounts, accumulated amortization, and net carrying amounts for the Company’s identifiable intangible assets and liabilities: December 31, 2016 September 30, 2017 Gross Accumulated Net Gross Accumulated Net (in thousands) Indefinite-lived assets: Trademarks $ $ — $ $ $ — $ Certificates of need — — Accreditations — — Finite-lived assets: Customer relationships ) ) Favorable leasehold interests ) ) Non-compete agreements ) ) Total identifiable intangible assets $ $ ) $ $ $ ) $ Finite-lived liabilities: Unfavorable leasehold interests $ $ ) $ $ $ ) $ The Company’s customer relationships and non-compete agreements amortize over their estimated useful lives. Amortization expense was $4.1 million and $4.4 million for the three months ended September 30, 2016 and 2017, respectively. Amortization expense was $12.2 million and $13.1 million for the nine months ended September 30, 2016 and 2017, respectively. The Company’s favorable and unfavorable leasehold interests are amortized to rent expense over the remaining term of their respective leases to reflect a market rent per period based upon the market conditions present at the acquisition date. The Company’s unfavorable leasehold interests are not separately presented on the condensed consolidated balance sheets but are included as a component of accrued other and other non-current liabilities. The Company’s accreditations and trademarks have renewal terms and the costs to renew these intangible assets are expensed as incurred. At September 30, 2017, the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 2.1 years, respectively.

Long-Term Debt and Notes Payabl

Long-Term Debt and Notes Payable	9 Months Ended
	Sep. 30, 2017
Long-Term Debt and Notes Payable
Long-Term Debt and Notes Payable	5. Long-Term Debt and Notes Payable For purposes of this indebtedness footnote, references to Select exclude Concentra because the Concentra credit facilities are non-recourse to Holdings and Select. The Company’s long-term debt and notes payable as of September 30, 2017 are as follows (in thousands): Principal Unamortized Unamortized Carrying Fair Select: 6.375% senior notes $ $ $ ) $ $ Credit facilities: Revolving facility — — Term loan ) ) Other — — Total Select debt ) ) Concentra: Credit facilities: Term loan ) ) Other — — Total Concentra debt ) ) Total debt $ $ ) $ ) $ $ Principal maturities of the Company’s long-term debt and notes payable are approximately as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Select: 6.375% senior notes $ — $ — $ — $ — $ $ — $ Credit facilities: Revolving facility — — — — — Term loan Other Total Select debt Concentra: Credit facilities: Term loan — — — Other Total Concentra debt Total debt $ $ $ $ $ $ $ The Company’s long-term debt and notes payable as of December 31, 2016 are as follows (in thousands): Principal Unamortized Unamortized Carrying Fair Select: 6.375% senior notes $ $ $ ) $ $ Credit facilities: Revolving facility — — Term loans ) ) Other — — Total Select debt ) ) Concentra: Credit facilities: Term loan ) ) Other — — Total Concentra debt ) ) Total debt $ $ ) $ ) $ $ Select Credit Facilities On March 6, 2017, Select entered into a new senior secured credit agreement (the “Select credit agreement”) that provides for $1.6 billion in senior secured credit facilities comprising a $1.15 billion, seven-year term loan (the “Select term loan”) and a $450.0 million, five-year revolving credit facility (the “Select revolving facility” and together with the Select term loan, the “Select credit facilities”), including a $75.0 million sublimit for the issuance of standby letters of credit. Select used borrowings under the Select credit facilities to: (i) repay in full the series E tranche B term loans due June 1, 2018, the series F tranche B term loans due March 31, 2021, and the revolving facility maturing March 1, 2018 under its then existing credit facilities; and (ii) pay fees and expenses in connection with the refinancing, which resulted in $6.5 million of debt extinguishment losses and $13.2 million of debt modification losses during the first quarter of 2017. Borrowings under the Select credit facilities bear interest at a rate equal to: (i) in the case of the Select term loan, Adjusted LIBO (as defined in the Select credit agreement) plus 3.50% (subject to an Adjusted LIBO floor of 1.00%), or Alternate Base Rate (as defined in the Select credit agreement) plus 2.50% (subject to an Alternate Base Rate floor of 2.00%); and (ii) in the case of the Select revolving facility, Adjusted LIBO plus a percentage ranging from 3.00% to 3.25% or Alternate Base Rate plus a percentage ranging from 2.00% to 2.25%, in each case based on Select’s leverage ratio. The Select term loan amortizes in equal quarterly installments in amounts equal to 0.25% of the aggregate original principal amount of the Select term loan commencing on June 30, 2017. The balance of the Select term loan will be payable on March 8, 2024; however, if the Select 6.375% senior notes, which are due June 1, 2021, are outstanding on March 1, 2021, the maturity date for the Select term loan will become March 1, 2021. The Select revolving facility will be payable on March 8, 2022; however, if the Select 6.375% senior notes are outstanding on February 1, 2021, the maturity date for the Select revolving facility will become February 1, 2021. Select will be required to prepay borrowings under the Select credit facilities with (i) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and, to the extent required, the payment of certain indebtedness secured by liens having priority over the debt under the Select credit facilities or subject to a first lien intercreditor agreement, (ii) 100% of the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (iii) 50% of excess cash flow (as defined in the Select credit agreement) if Select’s leverage ratio is greater than 4.50 to 1.00 and 25% of excess cash flow if Select’s leverage ratio is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00, in each case, reduced by the aggregate amount of term loans, revolving loans and certain other debt optionally prepaid during the applicable fiscal year. Select will not be required to prepay borrowings with excess cash flow if Select’s leverage ratio is less than or equal to 4.00 to 1.00. The Select revolving facility requires Select to maintain a leverage ratio (as defined in the Select credit agreement), which is tested quarterly, not to exceed 6.25 to 1.00. After March 31, 2019, the leverage ratio must not exceed 6.00 to 1.00. Failure to comply with this covenant would result in an event of default under the Select revolving facility and, absent a waiver or an amendment from the revolving lenders, preclude Select from making further borrowings under the Select revolving facility and permit the revolving lenders to accelerate all outstanding borrowings under the Select revolving facility. The termination of the Select revolving facility commitments and the acceleration of amounts outstanding thereunder would constitute an event of default with respect to the Select term loan. As of September 30, 2017, Select’s leverage ratio was 5.82 to 1.00. The Select credit facilities also contain a number of other affirmative and restrictive covenants, including limitations on mergers, consolidations and dissolutions; sales of assets; investments and acquisitions; indebtedness; liens; affiliate transactions; and dividends and restricted payments. The Select credit facilities contain events of default for non-payment of principal and interest when due (subject, as to interest, to a grace period), cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. Borrowings under the Select credit facilities are guaranteed by Holdings and substantially all of Select’s current domestic subsidiaries and will be guaranteed by substantially all of Select’s future domestic subsidiaries and secured by substantially all of Select’s existing and future property and assets and by a pledge of Select’s capital stock, the capital stock of Select’s domestic subsidiaries and up to 65% of the capital stock of Select’s foreign subsidiaries held directly by Select or a domestic subsidiary. Excess Cash Flow Payment On March 1, 2017, Concentra made a principal prepayment of $23.1 million associated with the Concentra first lien term loans in accordance with the provision in the Concentra credit facilities that requires mandatory prepayments of term loans as a result of annual excess cash flow, as defined in the Concentra credit facilities. Fair Value The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy for Select’s 6.375% senior notes and for its credit facilities. 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. The fair values of the Select credit facilities and the Concentra credit facilities were based on quoted market prices for this debt in the syndicated loan market. The fair value of Select’s 6.375% senior notes was based on quoted market prices. The carrying amount of other debt, principally short-term notes payable, approximates fair value.

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2017
Segment Information
Segment Information	6. Segment Information The Company’s reportable segments consist of: specialty hospitals, outpatient rehabilitation, and Concentra. Other activities include the Company’s corporate shared services and certain other non-consolidating joint ventures and minority investments in other healthcare related businesses. The Company evaluates performance of the segments based on Adjusted EBITDA. Adjusted EBITDA is defined as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, Physiotherapy acquisition costs, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries. 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 September 30, Nine Months Ended September 30, 2016 2017 2016 2017 (in thousands) Net operating revenues: Specialty hospitals $ $ $ $ Outpatient rehabilitation (1) Concentra Other Total Company $ $ $ $ Adjusted EBITDA: Specialty hospitals $ $ $ $ Outpatient rehabilitation (1) Concentra Other ) ) ) ) Total Company $ $ $ $ Total assets: (2) Specialty hospitals $ $ $ $ Outpatient rehabilitation Concentra Other Total Company $ $ $ $ Purchases of property and equipment, net: Specialty hospitals $ $ $ $ Outpatient rehabilitation (1) Concentra Other Total Company $ $ $ $ A reconciliation of Adjusted EBITDA to income before income taxes is as follows: Three Months Ended September 30, 2016 Specialty Outpatient (1) Concentra 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 Non-operating loss ) Interest expense ) Income before income taxes $ Three Months Ended September 30, 2017 Specialty Outpatient Concentra 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 $ Nine Months Ended September 30, 2016 Specialty Outpatient (1) Concentra Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — ) ) Physiotherapy acquisition costs — — — ) Income (loss) from operations $ $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Non-operating gain Interest expense ) Income before income taxes $ Nine Months Ended September 30, 2017 Specialty Outpatient Concentra 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 Non-operating loss ) Interest expense ) Income before income taxes $ (1) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. (2) Reflects the retrospective adoption of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Total assets as of September 30, 2016 were retrospectively conformed to reflect the adoption of the standard, resulting in a reduction to total assets of $28.1 million.

Income per Common Share

Income per Common Share	9 Months Ended
	Sep. 30, 2017
Income per Common Share
Income per Common Share	7. Income per Common Share Holdings applies the two-class method for calculating and presenting 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 the calculation of income per share in Holdings’ condensed consolidated statements of operations and the differences between basic weighted average shares outstanding and diluted weighted average shares outstanding used to compute basic and diluted earnings per share, respectively. Three Months Ended Nine Months Ended 2016 2017 2016 2017 (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: $ $ $ $

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies
Commitments and Contingencies	8. Commitments and Contingencies 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 (“CMS”), 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 the Company’s operations, the Company maintains 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. Evansville Litigation On October 19, 2015, the plaintiff-relators filed a Second Amended Complaint in United States of America, ex rel. Tracy Conroy, Pamela Schenk and Lisa Wilson v. Select Medical Corporation, Select Specialty Hospital—Evansville, LLC (“SSH-Evansville”), Select Employment Services, Inc., and Dr. Richard Sloan. The case is a civil action filed in the United States District Court for the Southern District of Indiana by private plaintiff-relators on behalf of the United States under the federal False Claims Act. The plaintiff-relators are the former CEO and two former case managers at SSH-Evansville, and the defendants currently include the Company, SSH-Evansville, a subsidiary of the Company serving as common paymaster for its employees, and a physician who practices at SSH-Evansville. The plaintiff-relators allege that SSH-Evansville discharged patients too early or held patients too long, improperly discharged patients to and readmitted them from short stay hospitals, up-coded diagnoses at admission, and admitted patients for whom long-term acute care was not medically necessary. They also allege that the defendants engaged in retaliation in violation of federal and state law. The Second Amended Complaint replaced a prior complaint that was filed under seal on September 28, 2012 and served on the Company on February 15, 2013, after a federal magistrate judge unsealed it on January 8, 2013. All deadlines in the case had been stayed after 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 United States Department of Justice notified the District Court of its decision not to intervene in the case. In December 2015, the defendants filed a Motion to Dismiss the Second Amended Complaint on multiple grounds, including that the action is disallowed by the False Claims Act’s public disclosure bar, which disqualifies qui tam actions that are based on fraud already publicly disclosed through enumerated sources, unless the relator is an original source, and that the plaintiff-relators did not plead their claims with sufficient particularity, as required by the Federal Rules of Civil Procedure. Thereafter, the United States filed a notice asserting a veto of the defendants’ use of the public disclosure bar for claims arising from conduct from and after March 23, 2010, which was based on certain statutory changes to the public disclosure bar language included in the Affordable Care Act. On September 30, 2016, the District Court partially granted and partially denied the defendants’ Motion to Dismiss. It ruled that the plaintiff-relators alleged substantially the same conduct as had been publicly disclosed and that the plaintiff relators are not original sources, so that the public disclosure bar requires dismissal of all non-retaliation claims arising from conduct before March 23, 2010. The District Court also ruled that the statutory changes to the public disclosure bar gave the United States the power to veto its applicability to claims arising from conduct on and after March 23, 2010, and therefore did not dismiss those claims based on the public disclosure bar. However, the District Court ruled that the plaintiff-relators did not plead certain of their claims relating to interrupted stay manipulation and premature discharging of patients with the requisite particularity, and dismissed those claims. The District Court declined to dismiss the plaintiff relators’ claims arising from conduct from and after March 23, 2010 relating to delayed discharging of patients and up-coding and the plaintiff relators’ retaliation claims. The plaintiff-relators then proposed a case management plan seeking nationwide discovery involving all of the Company’s LTCHs for the period from March 23, 2010 through the present, which the defendants have opposed. The Company intends to vigorously defend this action, but at this time the Company is unable to predict the timing and outcome of this matter. Knoxville Litigation On July 13, 2015, the United States 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 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 Complaint was served on some of the defendants during October 2015. In November 2015, the defendants filed a Motion to Dismiss the Complaint on multiple grounds. The defendants first argued that False Claims Act’s first-to-file bar required dismissal of plaintiff-relator’s claims. Under the first-to-file bar, if a qui tam case is pending, no person may bring a related action based on the facts underlying the first action. The defendants asserted that the plaintiff-relator’s claims were based on the same underlying facts as were asserted in the Evansville litigation, discussed above. The defendants also argued that the plaintiff-relator’s claims must be dismissed under the public disclosure bar, and because the plaintiff-relator did not plead his claims with sufficient particularity. In June 2016, the District Court granted the defendants’ Motion to Dismiss and dismissed with prejudice the plaintiff-relator’s lawsuit in its entirety. The District Court ruled that the first-to-file bar precludes all but one of the plaintiff-relator’s claims, and that the remaining claim must also be dismissed because the plaintiff-relator failed to plead it with sufficient particularity. In July 2016, the plaintiff-relator filed a Notice of Appeal to the United States Court of Appeals for the Sixth Circuit. Then, on October 11, 2016, the plaintiff-relator filed a Motion to Remand the case to the District Court for further proceedings, arguing that the September 30, 2016 decision in the Evansville litigation, discussed above, undermines the basis for the District Court’s dismissal. After the Court of Appeals denied the Motion to Remand, the plaintiff-relator then sought an indicative ruling from the District Court that it would vacate its prior dismissal ruling and allow plaintiff-relator to supplement his Complaint, which the defendants have opposed. The case has been fully briefed and argued in the Court of Appeals. The Company intends to vigorously defend this action, but at this time the Company is unable to predict the timing and outcome of this matter. Wilmington Litigation On January 19, 2017, the United States District Court for the District of Delaware unsealed a qui tam Complaint in United States of America and State of Delaware ex rel. Theresa Kelly v. Select Specialty Hospital—Wilmington, Inc. (“SSH-Wilmington”), Select Specialty Hospitals, Inc., Select Employment Services, Inc., Select Medical Corporation, and Crystal Cheek, No. 16-347-LPS. The Complaint was initially filed under seal on May 12, 2016 by a former chief nursing officer at SSH-Wilmington and was unsealed after the United States filed a Notice of Election to Decline Intervention on January 13, 2017. The corporate defendants were served on March 6, 2017. In the complaint, the plaintiff-relator alleges that the Select defendants and an individual defendant, who is a former health information manager at SSH-Wilmington, violated the False Claims Act and the Delaware False Claims and Reporting Act based on allegedly falsifying medical practitioner signatures on medical records and failing to properly examine the credentials of medical practitioners at SSH-Wilmington. In response to the Select defendants’ motion to dismiss the Complaint, on May 17, 2017 the plaintiff-relator filed an Amended Complaint asserting the same causes of action. The Select defendants filed a Motion to Dismiss the Amended Complaint, which is now pending, based on numerous grounds, including that the Amended Complaint did not plead any alleged fraud with sufficient particularity, failed to plead that the alleged fraud was material to the government’s payment decision, failed to plead sufficient facts to establish that the Select defendants knowingly submitted false claims or records, and failed to allege any reverse false claim. On March 24, 2017, the plaintiff-relator initiated a second action by filing a Complaint in the Superior Court of the State of Delaware in Theresa Kelly v. Select Medical Corporation, Select Employment Services, Inc., and SSH-Wilmington, C.A. No. N17C-03-293 CLS. The Delaware Complaint alleges that the defendants retaliated against her in violation of the Delaware Whistleblowers’ Protection Act for reporting the same alleged violations that are the subject of the federal Amended Complaint. The defendants filed a motion to dismiss, or alternatively to stay, the Delaware Complaint based on the pending federal Amended Complaint and the failure to allege facts to support a violation of the Delaware Whistleblowers’ Protection Act. The motion is currently pending. The Company intends to vigorously defend these actions, but at this time the Company is unable to predict the timing and outcome of this matter. Contract Therapy Subpoena On May 18, 2017, the Company received a subpoena from the U.S. Attorney’s Office for the District of New Jersey seeking various documents principally relating to the Company’s contract therapy division, which contracted to furnish rehabilitation therapy services to residents of skilled nursing facilities (“SNFs”) and other providers. The Company operated its contract therapy division through a subsidiary until March 31, 2016, when the Company sold the stock of the subsidiary. The subpoena seeks documents that appear to be aimed at assessing whether therapy services were furnished and billed in compliance with Medicare SNF billing requirements, including whether therapy services were coded at inappropriate levels and whether excessive or unnecessary therapy was furnished to justify coding at higher paying levels. The Company does not know whether the subpoena has been issued in connection with a qui tam lawsuit or in connection with possible civil, criminal or administrative proceedings by the government. The Company is producing documents in response to the subpoena and intends to fully cooperate with this investigation. At this time, the Company is unable to predict the timing and outcome of this matter. Northern District of Alabama Investigation On October 30, 2017, the Company was contacted by the U.S. Attorney’s Office for the Northern District of Alabama to request cooperation in connection with an investigation that may involve Medicare billing compliance at certain of the Company’s Physiotherapy outpatient rehabilitation clinics. The Company intends to cooperate with this investigation. At this time, the Company is unable to predict the timing and outcome of this matter.

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2017
Subsequent Event
Subsequent Event	9. Subsequent Event On October 23, 2017, Select announced that Concentra Group Holdings entered into an Equity Purchase and Contribution Agreement (the “Purchase Agreement”) dated October 22, 2017 with Concentra, Concentra Group Holdings Parent, LLC (“Group Holdings Parent”), U.S. HealthWorks, Inc. (“U.S. HealthWorks”), and Dignity Health Holdings Company (“DHHC”). Pursuant to the terms of the Purchase Agreement, Concentra will acquire the issued and outstanding shares of stock of U.S. HealthWorks, an occupational medicine and urgent care service provider. In connection with the closing of the transaction, it is expected that Concentra Group Holdings will redeem certain of its outstanding equity interests from existing minority equity holders and subsequently, Concentra Group Holdings and a wholly owned subsidiary of Group Holdings Parent will merge, with Concentra Group Holdings surviving the merger and becoming a wholly owned subsidiary of Group Holdings Parent. As a result of the merger, the equity interests of Concentra Group Holdings outstanding after the redemption described above will be exchanged for membership interests in Group Holdings Parent. The transaction values U.S. HealthWorks at $753.0 million, subject to certain customary adjustments for working capital, cash, debt, transaction expenses and other items in accordance with the terms of the Purchase Agreement. DHHC, a subsidiary of Dignity Health, will be issued a 20% equity interest in Group Holdings Parent, which is valued at $238.0 million. The remainder of the purchase price will be paid in cash. Select will retain a majority voting interest in Group Holdings Parent following the closing of the transaction. Concentra expects to finance the transaction and related expenses using a proposed $555.0 million senior secured incremental term facility under its existing credit facility and a proposed $240.0 million second lien term facility, for which JP Morgan Chase, N.A. has provided Concentra with a debt commitment letter. The transaction, which is expected to close in the first quarter of 2018, is subject to a number of closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Condensed Consolidating Financi

Condensed Consolidating Financial Information	9 Months Ended
	Sep. 30, 2017
Condensed Consolidating Financial Information
Condensed Consolidating Financial Information	10. Condensed Consolidating Financial Information Select’s 6.375% senior notes are fully and unconditionally and jointly and severally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly owned subsidiaries (the “Subsidiary Guarantors”). The Subsidiary Guarantors are defined as subsidiaries 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” and Concentra Group Holdings and its subsidiaries, 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, 2016 and September 30, 2017 and for the three and nine months ended September 30, 2016 and 2017. 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. Certain reclassifications have been made to prior reported amounts in order to conform to the current year guarantor structure. Select Medical Corporation Condensed Consolidating Balance Sheet September 30, 2017 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Intercompany receivables — — ) (a) — Prepaid income taxes — — — ) (f) — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — — ) (b)(c) — Goodwill — — — Identifiable intangible assets, net — — Other assets ) (e) Total Assets $ $ $ $ $ ) $ Liabilities and Equity Current Liabilities: 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 — — — ) (f) Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — ) (e) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — (d) Stockholder’s Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) (c)(d) ) Subsidiary investment — ) (b)(d) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — (d) Total Equity ) Total Liabilities and Equity $ $ $ $ $ ) $ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. (f) Reclassification of prepaid income taxes to report net income taxes payable in consolidation. Select Medical Corporation Condensed Consolidating Statement of Operations For the Three Months Ended September 30, 2017 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (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 income (expense) ) ) ) — ) Income (loss) before income taxes ) — Income tax expense (benefit) ) — Equity in earnings of consolidated 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 consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2017 (unaudited) Select (Parent Subsidiary Guarantors Non-Guarantor Non-Guarantor Consolidating Consolidated (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 ) ) — — — Loss on early retirement of debt ) — — — — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating loss — ) — — — ) Interest income (expense) ) ) ) — ) Income (loss) before income taxes ) — Income tax expense (benefit) ) — Equity in earnings of consolidated 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 consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2017 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Concentra Consolidating Consolidated (in thousands) Operating activities Net income $ $ $ $ $ ) (a) $ Adjustments to reconcile net income 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 subsidiaries — ) ) — — ) Equity in earnings of consolidated subsidiaries ) ) — — (a) — Loss on extinguishment of debt — — — — Loss (gain) on sale or disposal of assets and businesses ) ) ) — ) Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes — — ) — ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — ) ) ) — ) Other current assets ) ) — ) Other assets ) — Accounts payable ) — Accrued expenses ) — Income taxes — — — Net cash provided by (used in) operating activities ) — Investing activities Business combinations, net of cash acquired — ) ) ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of assets and businesses — Net cash used in investing activities ) ) ) ) — ) Financing activities Borrowings on revolving facilities — — — — Payments on revolving facilities ) — — — — ) Proceeds from term loans — — — — Payments on term loans ) — — ) — ) Revolving facility debt issuance costs ) — — — — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Intercompany ) ) — — — Proceeds from issuance of non-controlling interests — — — — Repayments of overdrafts ) — — — — ) Purchase of non-controlling interests — ) — — — ) 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, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Intercompany receivables — — ) (a) — Prepaid income taxes — — — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — — ) (b)(c) — Goodwill — — — Identifiable intangible assets, net — — Other assets ) (e) Total Assets $ $ $ $ $ ) $ Liabilities and Equity Current Liabilities: 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 — ) (e) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — (d) Stockholder’s Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) (c)(d) ) Subsidiary investment — ) (b)(d) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — (d) Total Equity ) Total Liabilities and Equity $ $ $ $ $ ) $ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification 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 September 30, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (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 ) ) — — — Loss on early retirement of debt — — — ) — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating gain (loss) ) — — — ) Interest income (expense) ) ) ) — ) Income (loss) before income taxes ) ) — Income tax expense (benefit) ) — Equity in earnings (losses) of consolidated subsidiaries ) — — ) (a) — Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — ) ) — ) Net income (loss) attributable to Select Medical Corporation $ $ $ ) $ $ ) $ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (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 ) ) — — — Loss on early retirement of debt ) — — ) — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating gain — — — Interest income (expense) ) ) ) — ) Income (loss) before income taxes ) — Income tax expense — Equity in earnings (losses) of consolidated subsidiaries ) — — ) (a) — Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — ) — Net income (loss) attributable to Select Medical Corporation $ $ $ ) $ $ ) $ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (in thousands) Operating activities Net income $ $ $ ) $ $ ) (a) $ Adjustments to reconcile net income 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 subsidiaries — ) ) — — ) Equity in earnings of consolidated subsidiaries ) — — (a) — Loss on extinguishment of debt — — — Loss (gain) on sale or disposal of assets and businesses ) ) ) — ) Gain on sale of equity investment — ) — — — ) Impairment of equity investment — — — — Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes ) — — ) — ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — ) ) — ) Other current assets ) ) — Other assets ) ) — Accounts payable ) ) — ) Accrued expenses ) ) — Due to third party payors — ) — — Income taxes — — — Net cash provided by (used in) operating activities ) ) — Investing activities Business combinations, net of cash acquired ) ) — ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of assets, businesses, and equity investment — — Net cash used in investing activities ) ) ) ) — ) Financing activities Borrowings on revolving facilities — — — — Payments on revolving facilities ) — — ) — ) Proceeds from term loans — — — Payments on term loans ) — — ) — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Intercompany ) — — — Proceeds from issuance of non-controlling interests — — — — Repayments of overdrafts ) — — — — ) Purchase of non-controlling interests — ) — — — ) 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.

Accounting Policies (Policies)

Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
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, including disclosure of contingencies, at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 states that if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction should be accounted for as an asset acquisition. In addition, the ASU clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 will be applied prospectively and is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The standard will be effective for fiscal years beginning after December 15, 2017. The Company plans to adopt the guidance effective January 1, 2018. Adoption of the guidance will be applied on a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases . This ASU includes a lessee accounting model that recognizes two types of leases; finance and operating. This ASU requires that a lessee recognize on the balance sheet assets and liabilities for all leases with lease terms of more than twelve months. Lessees will need to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or finance. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. For short-term leases of twelve months or less, lessees are permitted to make an accounting election by class of underlying asset not to recognize right-of-use assets or lease liabilities. If the alternative is elected, lease expense would be recognized generally on the straight-line basis over the respective lease term. The amendments in ASU 2016-02 will take effect for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted as of the beginning of an interim or annual reporting period. A modified retrospective approach is required for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Upon adoption, the Company will recognize significant assets and liabilities on the consolidated balance sheets as a result of the operating lease obligations of the Company. Operating lease expense will still be recognized as rent expense on a straight-line basis over the respective lease terms in the consolidated statements of operations. The Company will implement the new standard beginning January 1, 2019. The Company’s implementation efforts are focused on designing accounting processes, disclosure processes, and internal controls in order to account for its leases under the new standard. In May 2014, March 2016, April 2016, and December 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations , ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing , ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients , and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively “the standards”), respectively, which supersede most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. The standards require the selection of a retrospective or cumulative effect transition method. The Company will implement the new standard beginning January 1, 2018 using the retrospective transition method. Adoption of the new standard will result in material changes to the presentation of net operating revenues and bad debt expense in the consolidated statements of operations, but the presentation of the amount of income from operations and net income is not expected to materially change upon adoption of the new standards. The principal change is how the new standard requires healthcare providers to estimate the amount of variable consideration to be included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common form of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a customer. Under the current standards, the Company’s estimate for unrealizable amounts was recorded to bad debt expense. Under the new standards, the Company’s estimate for unrealizable amounts will be recognized as a constraint to revenue and will be reflected as an allowance. Substantially all of the bad debt expense as of September 30, 2016 and September 30, 2017 will be reclassified as an allowance when the Company retrospectively applies the guidance in the standards on January 1, 2018. The Company’s remaining implementation efforts are focused principally on refining the accounting processes, disclosure processes, and internal controls.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which changed the presentation of deferred income taxes. The standard changed the presentation of deferred income taxes through the requirement that all deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The Company adopted the standard on January 1, 2017. The consolidated balance sheet at December 31, 2016 has been retrospectively adjusted. Adoption of the new standard impacted the Company’s previously reported results as follows: December 31, 2016 As Reported As Adjusted (in thousands) Current deferred tax asset $ $ — Total current assets Other assets Total assets Non-current deferred tax liability Total liabilities Total liabilities and equity
Reclassifications	Reclassifications Certain reclassifications have been made to prior year amounts in order to conform to current year presentation. As discussed above, the condensed consolidated balance sheet at December 31, 2016 has been changed in order to conform to the current year balance sheet presentation for the adoption of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes.

Accounting Policies (Tables)

Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2017
Accounting Policies
Schedule of effects on financial statement lines for adoption of new standard	December 31, 2016 As Reported As Adjusted (in thousands) Current deferred tax asset $ $ — Total current assets Other assets Total assets Non-current deferred tax liability Total liabilities Total liabilities and equity

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2017
Acquisitions
Schedule of pro forma unaudited results of operations	Nine Months Ended (in thousands, except per Net revenue $ Net income attributable to Holdings Income per common share: Basic $ Diluted $
Physiotherapy
Acquisitions
Schedule of reconciliation of the allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business	The following table reconciles the allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill Total assets Total liabilities Acquired non-controlling interests Net assets acquired Less: Cash and cash equivalents acquired ) Net cash paid $

Intangible Assets and Liabili20

Intangible Assets and Liabilities (Tables)	9 Months Ended
	Sep. 30, 2017
Intangible Assets and Liabilities
Schedule of changes in goodwill	Specialty Outpatient Concentra Total (in thousands) Balance as of December 31, 2016 $ $ $ $ Acquired Measurement period adjustment ) — ) Balance as of September 30, 2017 $ $ $ $
Schedule of identifiable intangible assets and liabilities	December 31, 2016 September 30, 2017 Gross Accumulated Net Gross Accumulated Net (in thousands) Indefinite-lived assets: Trademarks $ $ — $ $ $ — $ Certificates of need — — Accreditations — — Finite-lived assets: Customer relationships ) ) Favorable leasehold interests ) ) Non-compete agreements ) ) Total identifiable intangible assets $ $ ) $ $ $ ) $ Finite-lived liabilities: Unfavorable leasehold interests $ $ ) $ $ $ ) $

Long-Term Debt and Notes Paya21

Long-Term Debt and Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2017
Long-Term Debt and Notes Payable
Schedule of Company's long-term debt and notes payable	The Company’s long-term debt and notes payable as of September 30, 2017 are as follows (in thousands): Principal Unamortized Unamortized Carrying Fair Select: 6.375% senior notes $ $ $ ) $ $ Credit facilities: Revolving facility — — Term loan ) ) Other — — Total Select debt ) ) Concentra: Credit facilities: Term loan ) ) Other — — Total Concentra debt ) ) Total debt $ $ ) $ ) $ $ The Company’s long-term debt and notes payable as of December 31, 2016 are as follows (in thousands): Principal Unamortized Unamortized Carrying Fair Select: 6.375% senior notes $ $ $ ) $ $ Credit facilities: Revolving facility — — Term loans ) ) Other — — Total Select debt ) ) Concentra: Credit facilities: Term loan ) ) Other — — Total Concentra debt ) ) Total debt $ $ ) $ ) $ $
Schedule of principal maturities of the Company's long-term debt and notes payable	Principal maturities of the Company’s long-term debt and notes payable are approximately as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Select: 6.375% senior notes $ — $ — $ — $ — $ $ — $ Credit facilities: Revolving facility — — — — — Term loan Other Total Select debt Concentra: Credit facilities: Term loan — — — Other Total Concentra debt Total debt $ $ $ $ $ $ $

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2017
Segment Information
Schedule of selected financial data for the Company's reportable segments	Three Months Ended September 30, Nine Months Ended September 30, 2016 2017 2016 2017 (in thousands) Net operating revenues: Specialty hospitals $ $ $ $ Outpatient rehabilitation (1) Concentra Other Total Company $ $ $ $ Adjusted EBITDA: Specialty hospitals $ $ $ $ Outpatient rehabilitation (1) Concentra Other ) ) ) ) Total Company $ $ $ $ Total assets: (2) Specialty hospitals $ $ $ $ Outpatient rehabilitation Concentra Other Total Company $ $ $ $ Purchases of property and equipment, net: Specialty hospitals $ $ $ $ Outpatient rehabilitation (1) Concentra Other Total Company $ $ $ $
Schedule of reconciliation of Adjusted EBITDA to income before income taxes	Three Months Ended September 30, 2016 Specialty Outpatient (1) Concentra 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 Non-operating loss ) Interest expense ) Income before income taxes $ Three Months Ended September 30, 2017 Specialty Outpatient Concentra 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 $ Nine Months Ended September 30, 2016 Specialty Outpatient (1) Concentra Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — ) ) Physiotherapy acquisition costs — — — ) Income (loss) from operations $ $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Non-operating gain Interest expense ) Income before income taxes $ Nine Months Ended September 30, 2017 Specialty Outpatient Concentra 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 Non-operating loss ) Interest expense ) Income before income taxes $ (1) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. (2) Reflects the retrospective adoption of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Total assets as of September 30, 2016 were retrospectively conformed to reflect the adoption of the standard, resulting in a reduction to total assets of $28.1 million.

Income per Common Share (Tables

Income per Common Share (Tables)	9 Months Ended
	Sep. 30, 2017
Income per Common Share
Schedule of computation of basic and diluted earnings per share	Three Months Ended Nine Months Ended 2016 2017 2016 2017 (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: $ $ $ $

Condensed Consolidating Finan24

Condensed Consolidating Financial Information (Tables) - Select Medical Corporation	9 Months Ended
	Sep. 30, 2017
Schedule of Condensed Consolidating Balance Sheet	Select Medical Corporation Condensed Consolidating Balance Sheet September 30, 2017 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Intercompany receivables — — ) (a) — Prepaid income taxes — — — ) (f) — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — — ) (b)(c) — Goodwill — — — Identifiable intangible assets, net — — Other assets ) (e) Total Assets $ $ $ $ $ ) $ Liabilities and Equity Current Liabilities: 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 — — — ) (f) Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — ) (e) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — (d) Stockholder’s Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) (c)(d) ) Subsidiary investment — ) (b)(d) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — (d) Total Equity ) Total Liabilities and Equity $ $ $ $ $ ) $ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. (f) Reclassification of prepaid income taxes to report net income taxes payable in consolidation. Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Intercompany receivables — — ) (a) — Prepaid income taxes — — — Other current assets — Total Current Assets ) Property and equipment, net — Investment in affiliates — — ) (b)(c) — Goodwill — — — Identifiable intangible assets, net — — Other assets ) (e) Total Assets $ $ $ $ $ ) $ Liabilities and Equity Current Liabilities: 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 — ) (e) Other non-current liabilities — Total Liabilities ) Redeemable non-controlling interests — — — (d) Stockholder’s Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) (c)(d) ) Subsidiary investment — ) (b)(d) — Total Select Medical Corporation Stockholder’s Equity ) Non-controlling interests — — — (d) Total Equity ) Total Liabilities and Equity $ $ $ $ $ ) $ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification of non-current deferred tax asset to report net non-current deferred tax liability in consolidation.
Schedule of Condensed Consolidating Statement of Operations	Select Medical Corporation Condensed Consolidating Statement of Operations For the Three Months Ended September 30, 2017 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (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 income (expense) ) ) ) — ) Income (loss) before income taxes ) — Income tax expense (benefit) ) — Equity in earnings of consolidated 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 consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2017 (unaudited) Select (Parent Subsidiary Guarantors Non-Guarantor Non-Guarantor Consolidating Consolidated (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 ) ) — — — Loss on early retirement of debt ) — — — — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating loss — ) — — — ) Interest income (expense) ) ) ) — ) Income (loss) before income taxes ) — Income tax expense (benefit) ) — Equity in earnings of consolidated 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 consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Three Months Ended September 30, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (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 ) ) — — — Loss on early retirement of debt — — — ) — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating gain (loss) ) — — — ) Interest income (expense) ) ) ) — ) Income (loss) before income taxes ) ) — Income tax expense (benefit) ) — Equity in earnings (losses) of consolidated subsidiaries ) — — ) (a) — Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — ) ) — ) Net income (loss) attributable to Select Medical Corporation $ $ $ ) $ $ ) $ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (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 ) ) — — — Loss on early retirement of debt ) — — ) — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating gain — — — Interest income (expense) ) ) ) — ) Income (loss) before income taxes ) — Income tax expense — Equity in earnings (losses) of consolidated subsidiaries ) — — ) (a) — Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — ) — Net income (loss) attributable to Select Medical Corporation $ $ $ ) $ $ ) $ (a) Elimination of equity in earnings of consolidated subsidiaries.
Schedule of Condensed Consolidating Statement of Cash Flows	Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2017 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Concentra Consolidating Consolidated (in thousands) Operating activities Net income $ $ $ $ $ ) (a) $ Adjustments to reconcile net income 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 subsidiaries — ) ) — — ) Equity in earnings of consolidated subsidiaries ) ) — — (a) — Loss on extinguishment of debt — — — — Loss (gain) on sale or disposal of assets and businesses ) ) ) — ) Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes — — ) — ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — ) ) ) — ) Other current assets ) ) — ) Other assets ) — Accounts payable ) — Accrued expenses ) — Income taxes — — — Net cash provided by (used in) operating activities ) — Investing activities Business combinations, net of cash acquired — ) ) ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of assets and businesses — Net cash used in investing activities ) ) ) ) — ) Financing activities Borrowings on revolving facilities — — — — Payments on revolving facilities ) — — — — ) Proceeds from term loans — — — — Payments on term loans ) — — ) — ) Revolving facility debt issuance costs ) — — — — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Intercompany ) ) — — — Proceeds from issuance of non-controlling interests — — — — Repayments of overdrafts ) — — — — ) Purchase of non-controlling interests — ) — — — ) 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 Statement of Cash Flows For the Nine Months Ended September 30, 2016 (unaudited) Select (Parent Subsidiary Non-Guarantor Non-Guarantor Consolidating Consolidated (in thousands) Operating activities Net income $ $ $ ) $ $ ) (a) $ Adjustments to reconcile net income 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 subsidiaries — ) ) — — ) Equity in earnings of consolidated subsidiaries ) — — (a) — Loss on extinguishment of debt — — — Loss (gain) on sale or disposal of assets and businesses ) ) ) — ) Gain on sale of equity investment — ) — — — ) Impairment of equity investment — — — — Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes ) — — ) — ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — ) ) — ) Other current assets ) ) — Other assets ) ) — Accounts payable ) ) — ) Accrued expenses ) ) — Due to third party payors — ) — — Income taxes — — — Net cash provided by (used in) operating activities ) ) — Investing activities Business combinations, net of cash acquired ) ) — ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of assets, businesses, and equity investment — — Net cash used in investing activities ) ) ) ) — ) Financing activities Borrowings on revolving facilities — — — — Payments on revolving facilities ) — — ) — ) Proceeds from term loans — — — Payments on term loans ) — — ) — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Intercompany ) — — — Proceeds from issuance of non-controlling interests — — — — Repayments of overdrafts ) — — — — ) Purchase of non-controlling interests — ) — — — ) 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.

Accounting Policies (Details)

Accounting Policies (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Recently Adopted Accounting Pronouncements
Total current assets	$ 904,050	$ 762,903
Other assets	174,762	173,944
Total assets	5,123,807	4,920,626	$ 4,817,277
Non-current deferred tax liability	191,441	199,078
Total liabilities	3,681,837	3,592,566
Total liabilities and equity	$ 5,123,807	4,920,626
ASU 2015-17
Recently Adopted Accounting Pronouncements
Total current assets		762,903
Other assets		173,944
Total assets		4,920,626
Non-current deferred tax liability		199,078
Total liabilities		3,592,566
Total liabilities and equity		4,920,626
As Reported | ASU 2015-17
Recently Adopted Accounting Pronouncements
Current deferred tax asset		45,165
Total current assets		808,068
Other assets		152,548
Total assets		4,944,395
Non-current deferred tax liability		222,847
Total liabilities		3,616,335
Total liabilities and equity		$ 4,944,395

Acquisitions - Physiotherapy Ac

Acquisitions - Physiotherapy Acquisition (Details) - USD ($) $ in Thousands	Mar. 04, 2016	Mar. 31, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Mar. 03, 2016
Consideration given and net cash paid for identifiable net assets and goodwill acquired
Goodwill			$ 2,767,896		$ 2,751,000
Net cash paid			$ 19,371	$ 414,231
Physiotherapy
Acquisitions
Voting equity interests acquired	100.00%
Consideration given and net cash paid for identifiable net assets and goodwill acquired
Cash and cash equivalents	$ 12,300	$ 12,340
Identifiable tangible assets, excluding cash and cash equivalents		87,832
Identifiable intangible assets		32,484
Goodwill		343,187
Total assets		475,843
Total liabilities		54,685
Acquired non-controlling interests		2,514
Net assets acquired		418,644
Net cash paid	$ 406,300	$ 406,304
Estimated value of goodwill, deductible for tax purposes						$ 8,800

Acquisitions - Proforma Results

Acquisitions - Proforma Results and Other Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 04, 2016	Mar. 31, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Acquisitions
Net cash paid			$ 19,371	$ 414,231
Goodwill			2,767,896		$ 2,751,000
Pro Forma
Pro forma results of operations
Net revenue				3,293,286
Net income attributable to Holdings				$ 93,418
Basic income per common share (in dollars per share)				$ 0.71
Diluted income per common share (in dollars per share)				$ 0.71
Specialty Hospitals
Acquisitions
Goodwill			1,447,861		1,447,406
Outpatient Rehabilitation
Acquisitions
Goodwill			645,493		643,557
Concentra
Acquisitions
Goodwill			674,542		$ 660,037
Physiotherapy
Acquisitions
Net cash paid	$ 406,300	$ 406,304
Goodwill		$ 343,187
Physiotherapy | Pro Forma
Proforma acquisition costs
Acquisition costs excluded from proforma results				$ 3,200
Other Acquisitions
Acquisitions
Total consideration (net of cash acquired)			21,700
Net cash paid			19,400
Other Acquisitions | Specialty Hospitals
Acquisitions
Goodwill			800
Other Acquisitions | Outpatient Rehabilitation
Acquisitions
Goodwill			1,800
Other Acquisitions | Concentra
Acquisitions
Goodwill			$ 14,500

Intangible Assets and Liabili28

Intangible Assets and Liabilities - Changes in the Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)
Goodwill
Balance at the beginning of the period	$ 2,751,000
Acquired	17,070
Measurement period adjustment	(174)
Balance at the end of the period	2,767,896
Specialty Hospitals
Goodwill
Balance at the beginning of the period	1,447,406
Acquired	797
Measurement period adjustment	(342)
Balance at the end of the period	1,447,861
Outpatient Rehabilitation
Goodwill
Balance at the beginning of the period	643,557
Acquired	1,768
Measurement period adjustment	168
Balance at the end of the period	645,493
Concentra
Goodwill
Balance at the beginning of the period	660,037
Acquired	14,505
Balance at the end of the period	$ 674,542

Intangible Assets and Liabili29

Intangible Assets and Liabilities - Identifiable Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Finite-lived assets:
Accumulated Amortization	$ (41,596)	$ (41,596)		$ (41,596)		$ (27,339)
Total identifiable intangible assets, Gross Carrying Amount	372,632	372,632		372,632		367,901
Total identifiable intangible assets, Net (Excluding Goodwill), Total	331,036	331,036		331,036		340,562
Identifiable intangibles-Finite lived liabilities:
Unfavorable leasehold interests, Gross Carrying Amount	5,343	5,343		5,343		5,139
Unfavorable leasehold interests, Accumulated Amortization	(2,529)	(2,529)		(2,529)		(1,410)
Unfavorable leasehold interests, Net Carrying Amount	2,814	2,814		2,814		3,729
Customer relationships
Finite-lived assets:
Identifiable intangibles - Finite lived assets, Gross Carrying Amount	143,953	143,953		143,953		142,198
Accumulated Amortization	(34,482)	(34,482)		(34,482)		(23,185)
Identifiable intangibles - Finite lived assets, Net Carrying Amount	109,471	109,471		109,471		119,013
Favorable leasehold interests
Finite-lived assets:
Identifiable intangibles - Finite lived assets, Gross Carrying Amount	13,295	13,295		13,295		13,089
Accumulated Amortization	(3,745)	(3,745)		(3,745)		(2,317)
Identifiable intangibles - Finite lived assets, Net Carrying Amount	9,550	9,550		9,550		10,772
Non-compete agreements
Finite-lived assets:
Identifiable intangibles - Finite lived assets, Gross Carrying Amount	27,555	27,555		27,555		26,655
Accumulated Amortization	(3,369)	(3,369)		(3,369)		(1,837)
Identifiable intangibles - Finite lived assets, Net Carrying Amount	$ 24,186	24,186		24,186		24,818
Customer relationships and non-compete agreements
Finite-lived assets:
Amortization expense		4,400	$ 4,100	13,100	$ 12,200
Trademarks
Identifiable Intangible Assets and Liabilities
Weighted average time until next renewal	2 years 1 month 6 days
Indefinite-lived assets:
Identifiable intangibles - Indefinite lived assets	$ 166,698	166,698		166,698		166,698
Certificates of need
Indefinite-lived assets:
Identifiable intangibles - Indefinite lived assets	$ 19,166	19,166		19,166		17,026
Accreditations
Identifiable Intangible Assets and Liabilities
Weighted average time until next renewal	1 year 6 months
Indefinite-lived assets:
Identifiable intangibles - Indefinite lived assets	$ 1,965	$ 1,965		$ 1,965		$ 2,235

Long-Term Debt and Notes Paya30

Long-Term Debt and Notes Payable - Components of Long-Term Debt And Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Long-term debt and notes payable
Principal Outstanding	$ 2,836,133	$ 2,747,856
Unamortized Premium (Discount)	(14,512)	(13,734)
Unamortized Issuance Costs	(31,319)	(35,133)
Carrying Value	2,790,302	2,698,989
Fair Value	2,847,878	2,752,974
Select Excluding Concentra
Long-term debt and notes payable
Principal Outstanding	2,209,434	2,100,439
Unamortized Premium (Discount)	(12,127)	(10,961)
Unamortized Issuance Costs	(20,051)	(22,042)
Carrying Value	2,177,256	2,067,436
Fair Value	$ 2,219,437	2,103,148
Select Excluding Concentra | 6.375% senior notes
Long-term debt and notes payable
Interest rate of debt (as a percent)	6.375%
Principal Outstanding	$ 710,000	710,000
Unamortized Premium (Discount)	835	1,006
Unamortized Issuance Costs	(7,032)	(8,461)
Carrying Value	703,803	702,545
Fair Value	731,300	710,000
Select Excluding Concentra | Revolving facility
Long-term debt and notes payable
Principal Outstanding	320,000	220,000
Carrying Value	320,000	220,000
Fair Value	294,400	204,600
Select Excluding Concentra | Term loan
Long-term debt and notes payable
Principal Outstanding	1,144,250	1,147,751
Unamortized Premium (Discount)	(12,962)	(11,967)
Unamortized Issuance Costs	(13,019)	(13,581)
Carrying Value	1,118,269	1,122,203
Fair Value	1,158,553	1,165,860
Select Excluding Concentra | Other
Long-term debt and notes payable
Principal Outstanding	35,184	22,688
Carrying Value	35,184	22,688
Fair Value	35,184	22,688
Concentra Inc
Long-term debt and notes payable
Principal Outstanding	626,699	647,417
Unamortized Premium (Discount)	(2,385)	(2,773)
Unamortized Issuance Costs	(11,268)	(13,091)
Carrying Value	613,046	631,553
Fair Value	628,441	649,826
Concentra Inc | Term loan
Long-term debt and notes payable
Principal Outstanding	619,175	642,239
Unamortized Premium (Discount)	(2,385)	(2,773)
Unamortized Issuance Costs	(11,268)	(13,091)
Carrying Value	605,522	626,375
Fair Value	620,917	644,648
Concentra Inc | Other
Long-term debt and notes payable
Principal Outstanding	7,524	5,178
Carrying Value	7,524	5,178
Fair Value	$ 7,524	$ 5,178

Long-Term Debt and Notes Paya31

Long-Term Debt and Notes Payable - Maturities Of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Long-term debt and notes payable
2,017	$ 21,360
2,018	19,780
2,019	23,471
2,020	14,745
2,021	728,194
Thereafter	2,028,583
Total	2,836,133	$ 2,747,856
Select Excluding Concentra
Long-term debt and notes payable
2,017	20,703
2,018	16,937
2,019	23,327
2,020	11,568
2,021	721,514
Thereafter	1,415,385
Total	$ 2,209,434	2,100,439
Select Excluding Concentra | 6.375% senior notes
Long-term debt and notes payable
Interest rate of debt (as a percent)	6.375%
2,021	$ 710,000
Total	710,000	710,000
Select Excluding Concentra | Revolving facility
Long-term debt and notes payable
Thereafter	320,000
Total	320,000	220,000
Select Excluding Concentra | Term loan
Long-term debt and notes payable
2,017	2,875
2,018	11,500
2,019	11,500
2,020	11,500
2,021	11,500
Thereafter	1,095,375
Total	1,144,250	1,147,751
Select Excluding Concentra | Other
Long-term debt and notes payable
2,017	17,828
2,018	5,437
2,019	11,827
2,020	68
2,021	14
Thereafter	10
Total	35,184	22,688
Concentra Inc
Long-term debt and notes payable
2,017	657
2,018	2,843
2,019	144
2,020	3,177
2,021	6,680
Thereafter	613,198
Total	626,699	647,417
Concentra Inc | Term loan
Long-term debt and notes payable
2,020	3,016
2,021	6,520
Thereafter	609,639
Total	619,175	642,239
Concentra Inc | Other
Long-term debt and notes payable
2,017	657
2,018	2,843
2,019	144
2,020	161
2,021	160
Thereafter	3,559
Total	$ 7,524	$ 5,178
Select Medical Corporation | 6.375% senior notes
Long-term debt and notes payable
Interest rate of debt (as a percent)	6.375%

Long-Term Debt and Notes Paya32

Long-Term Debt and Notes Payable - Select Credit Facilities (Details) $ in Thousands	Apr. 01, 2019	Sep. 30, 2017	Mar. 06, 2017USD ($)	Mar. 31, 2017USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)
Long-term debt and notes payable
Loss on extinguishment of debt					$ 6,527	$ 11,626
Select Medical Corporation
Long-term debt and notes payable
Loss on extinguishment of debt					$ 6,527	$ 11,626
Capital stock of foreign subsidiaries pledged (as a percent)			65.00%
Select Medical Corporation | Credit agreement
Long-term debt and notes payable
Current borrowing capacity			$ 1,600,000
Loss on extinguishment of debt				$ 6,500
Debt modification losses				$ 13,200
Percentage of net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation to be used for prepayment of debt			100.00%
Percentage of net proceeds received from the issuance of debt obligations other than certain permitted debt obligations to be used for prepayment of debt			100.00%
Leverage ratio of financial maintenance covenant		5.82
Select Medical Corporation | Credit agreement | Leverage ratio greater than 4.50 to 1.00
Long-term debt and notes payable
Percentage of excess cash flow to be used for prepayment of debt			50.00%
Leverage ratio of financial maintenance covenant			4.50
Select Medical Corporation | Credit agreement | Leverage ratio less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00
Long-term debt and notes payable
Percentage of excess cash flow to be used for prepayment of debt			25.00%
Leverage ratio of financial maintenance covenant			4
Select Medical Corporation | Credit agreement | Leverage ratio less than 6.25 to 1.00
Long-term debt and notes payable
Leverage ratio of financial maintenance covenant			6.25
Select Medical Corporation | Credit agreement | Future leverage ratio less than 6.00 to 1.00
Long-term debt and notes payable
Leverage ratio of financial maintenance covenant	6
Select Medical Corporation | Credit agreement | Term loan
Long-term debt and notes payable
Aggregate principal amount			$ 1,150,000
Debt instrument term (in years)			7 years
Percentage of amortization of term loan			0.25%
Select Medical Corporation | Credit agreement | Term loan | Adjusted LIBO
Long-term debt and notes payable
Interest rate margin (as a percent)			3.50%
Select Medical Corporation | Credit agreement | Term loan | Alternate Base Rate
Long-term debt and notes payable
Interest rate margin (as a percent)			2.50%
Select Medical Corporation | Credit agreement | Term loan | Alternate Base Rate floor
Long-term debt and notes payable
Interest rate margin (as a percent)			2.00%
Select Medical Corporation | Credit agreement | Term loan | Adjusted LIBO Rate floor
Long-term debt and notes payable
Interest rate margin (as a percent)			1.00%
Select Medical Corporation | Credit agreement | Revolving facility
Long-term debt and notes payable
Current borrowing capacity			$ 450,000
Debt instrument term (in years)			5 years
Select Medical Corporation | Credit agreement | Revolving facility | Adjusted LIBO | Minimum
Long-term debt and notes payable
Interest rate margin (as a percent)			3.00%
Select Medical Corporation | Credit agreement | Revolving facility | Adjusted LIBO | Maximum
Long-term debt and notes payable
Interest rate margin (as a percent)			3.25%
Select Medical Corporation | Credit agreement | Revolving facility | Alternate Base Rate | Minimum
Long-term debt and notes payable
Interest rate margin (as a percent)			2.00%
Select Medical Corporation | Credit agreement | Revolving facility | Alternate Base Rate | Maximum
Long-term debt and notes payable
Interest rate margin (as a percent)			2.25%
Select Medical Corporation | Credit agreement | Standby letter of credit
Long-term debt and notes payable
Current borrowing capacity			$ 75,000

Long-Term Debt and Notes Paya33

Long-Term Debt and Notes Payable - Loss on Early Retirement of Debt and Excess Cash Flow Payment (Details) $ in Millions	Mar. 01, 2017USD ($)
Select Medical Corporation | First Lien Credit Agreement - Term Loan
Long-term debt and notes payable
Principal prepayments from excess cash flow	$ 23.1

Segment Information - Selected

Segment Information - Selected Financial Data (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Segment information
Net operating revenues	$ 1,097,166	$ 1,053,795	$ 3,329,202	$ 3,239,756
Adjusted EBITDA	115,827	98,077	413,397	368,149
Total assets	5,123,807	4,817,277	5,123,807	4,817,277	$ 4,920,626
Purchases of property and equipment, net	68,498	38,002	173,800	118,260
Operating Segments | Specialty Hospitals
Segment information
Net operating revenues	585,288	544,491	1,785,035	1,729,261
Adjusted EBITDA	69,454	48,264	256,291	217,759
Total assets	2,748,761	2,469,060	2,748,761	2,469,060
Purchases of property and equipment, net	37,376	24,378	106,424	79,366
Operating Segments | Outpatient Rehabilitation
Segment information
Net operating revenues	250,527	250,710	764,450	745,720
Adjusted EBITDA	29,298	31,995	102,575	99,006
Total assets	945,765	955,359	945,765	955,359
Purchases of property and equipment, net	6,496	6,234	19,370	15,032
Operating Segments | Concentra
Segment information
Net operating revenues	261,295	258,507	779,030	764,252
Adjusted EBITDA	40,003	40,888	125,656	118,080
Total assets	1,332,012	1,318,866	1,332,012	1,318,866
Purchases of property and equipment, net	5,369	2,720	21,656	10,647
Other
Segment information
Net operating revenues	56	87	687	523
Adjusted EBITDA	(22,928)	(23,070)	(71,125)	(66,696)
Total assets	97,269	73,992	97,269	73,992
Purchases of property and equipment, net	19,257	4,670	26,350	13,215
Other | Specialty Hospitals
Segment information
Adjusted EBITDA	69,454	48,264	256,291	217,759
Other | Outpatient Rehabilitation
Segment information
Adjusted EBITDA	29,298	31,995	102,575	99,006
Other | Concentra
Segment information
Adjusted EBITDA	$ 40,003	$ 40,888	$ 125,656	$ 118,080

Segment Information - Reconcili

Segment Information - Reconciliation of Adjusted EBITDA to Income Before Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Segment information
Adjusted EBITDA	$ 115,827	$ 98,077	$ 413,397	$ 368,149
Depreciation and amortization	(38,772)	(37,165)	(119,644)	(107,887)
Income from operations	72,098	56,162	279,526	244,102
Loss on early retirement of debt		(10,853)	(19,719)	(11,626)
Equity in earnings of unconsolidated subsidiaries	4,431	5,268	15,618	14,466
Non-operating gain (loss)		(1,028)	(49)	37,094
Interest expense	(37,688)	(44,482)	(116,196)	(127,662)
Income before income taxes	38,841	5,067	159,180	156,374
Total assets	5,123,807	4,817,277	5,123,807	4,817,277	$ 4,920,626
ASU 2015-17
Segment information
Total assets					4,920,626
ASU 2015-17 | Restatement Adjustment
Segment information
Total assets		(28,100)		(28,100)
Operating Segments | Specialty Hospitals
Segment information
Adjusted EBITDA	69,454	48,264	256,291	217,759
Depreciation and amortization	(15,437)	(14,317)	(49,391)	(42,022)
Income from operations	54,017	33,947	206,900	175,737
Total assets	2,748,761	2,469,060	2,748,761	2,469,060
Operating Segments | Outpatient Rehabilitation
Segment information
Adjusted EBITDA	29,298	31,995	102,575	99,006
Depreciation and amortization	(5,964)	(6,159)	(18,182)	(16,397)
Income from operations	23,334	25,836	84,393	82,609
Total assets	945,765	955,359	945,765	955,359
Operating Segments | Concentra
Segment information
Adjusted EBITDA	40,003	40,888	125,656	118,080
Depreciation and amortization	(15,014)	(15,278)	(46,566)	(45,570)
Stock compensation expense	(212)	(193)	(782)	(577)
Income from operations	24,777	25,417	78,308	71,933
Total assets	1,332,012	1,318,866	1,332,012	1,318,866
Other
Segment information
Adjusted EBITDA	(22,928)	(23,070)	(71,125)	(66,696)
Depreciation and amortization	(2,357)	(1,411)	(5,505)	(3,898)
Stock compensation expense	(4,745)	(4,557)	(13,445)	(12,347)
Income from operations	(30,030)	(29,038)	(90,075)	(86,177)
Total assets	97,269	73,992	97,269	73,992
Other | Physiotherapy
Segment information
Acquisition costs				(3,236)
Other | Specialty Hospitals
Segment information
Adjusted EBITDA	69,454	48,264	256,291	217,759
Other | Outpatient Rehabilitation
Segment information
Adjusted EBITDA	29,298	31,995	102,575	99,006
Other | Concentra
Segment information
Adjusted EBITDA	40,003	40,888	125,656	118,080
Select Medical Corporation
Segment information
Depreciation and amortization	(38,772)	(37,165)	(119,644)	(107,887)
Income from operations	72,098	56,162	279,526	244,102
Loss on early retirement of debt		(10,853)	(19,719)	(11,626)
Equity in earnings of unconsolidated subsidiaries	4,431	5,268	15,618	14,466
Non-operating gain (loss)		(1,028)	(49)	37,094
Interest expense	(37,688)	(44,482)	(116,196)	(127,662)
Income before income taxes	38,841	$ 5,067	159,180	$ 156,374
Total assets	$ 5,123,807		$ 5,123,807		$ 4,920,626

Income per Common Share (Detail

Income per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Numerator:
Net income attributable to Select Medical Holdings Corporation	$ 18,462	$ 6,471	$ 76,387	$ 95,239
Less: Earnings allocated to unvested restricted stockholders	608	209	2,464	2,852
Net income available to common stockholders	$ 17,854	$ 6,262	$ 73,923	$ 92,387
Denominator:
Weighted average shares - basic	129,142	127,848	128,745	127,659
Effect of dilutive securities: Stock options (in shares)	180	141	171	145
Weighted average shares - diluted	129,322	127,989	128,916	127,804
Income per common share
Basic income per common share: (in dollars per share)	$ 0.14	$ 0.05	$ 0.57	$ 0.72
Diluted income per common share: (in dollars per share)	$ 0.14	$ 0.05	$ 0.57	$ 0.72

Commitments and Contingencies -

Commitments and Contingencies - Litigation (Details) $ in Millions	Oct. 19, 2015item	Jul. 13, 2015item	Sep. 30, 2017USD ($)
Select, SSH-Knoxville, and SSH-North Knoxville
Commitments and Contingencies
Number of current or former employees named as defendants | item		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

Subsequent Event (Details)

Subsequent Event (Details) - Concentra Group Holdings Parent, LLC - Subsequent Event $ in Millions	Oct. 23, 2017USD ($)
U.S. Health Works
Subsequent Event
Total consideration (net of cash acquired)	$ 753
Equity interest issued, as a percent	20.00%
Issuance of equity interest	$ 238
Forecast | Senior secured incremental term facility
Subsequent Event
Aggregate principal amount	555
Forecast | Second lien term facility
Subsequent Event
Aggregate principal amount	$ 240

Condensed Consolidating Finan39

Condensed Consolidating Financial Information (Details)	Sep. 30, 2017
6.375% senior notes | Select Medical Corporation
Condensed Consolidating Financial Information
Interest rate of debt (as a percent)	6.375%

Condensed Consolidating Finan40

Condensed Consolidating Financial Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 107,300	$ 99,029	$ 68,223	$ 14,435
Accounts receivable, net	716,426	573,752
Prepaid income taxes		12,423
Other current assets	80,324	77,699
Total Current Assets	904,050	762,903
Property and equipment, net	946,063	892,217
Goodwill	2,767,896	2,751,000
Identifiable intangible assets, net	331,036	340,562
Other assets	174,762	173,944
Total Assets	5,123,807	4,920,626	4,817,277
Current Liabilities:
Overdrafts	18,923	39,362
Current portion of long-term debt and notes payable	37,560	13,656
Accounts payable	133,321	126,558
Accrued payroll	139,402	146,397
Accrued vacation	89,171	83,261
Accrued interest	30,998	22,325
Accrued other	143,443	140,076
Income taxes payable	6,718
Total Current Liabilities	599,536	571,635
Long-term debt, net of current portion	2,752,742	2,685,333
Non-current deferred tax liability	191,441	199,078
Other non-current liabilities	138,118	136,520
Total Liabilities	3,681,837	3,592,566
Redeemable non-controlling interests	621,515	422,159
Stockholder's Equity:
Common stock	133	132
Capital in excess of par	459,004	443,908
Retained earnings (accumulated deficit)	262,505	371,685
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	721,642	815,725
Non-controlling interests	98,813	90,176
Total Equity	820,455	905,901
Total Liabilities and Equity	5,123,807	4,920,626
Select Medical Corporation
Current Assets:
Cash and cash equivalents	107,300	99,029	68,223	14,435
Accounts receivable, net	716,426	573,752
Prepaid income taxes		12,423
Other current assets	80,324	77,699
Total Current Assets	904,050	762,903
Property and equipment, net	946,063	892,217
Goodwill	2,767,896	2,751,000
Identifiable intangible assets, net	331,036	340,562
Other assets	174,762	173,944
Total Assets	5,123,807	4,920,626
Current Liabilities:
Overdrafts	18,923	39,362
Current portion of long-term debt and notes payable	37,560	13,656
Accounts payable	133,321	126,558
Accrued payroll	139,402	146,397
Accrued vacation	89,171	83,261
Accrued interest	30,998	22,325
Accrued other	143,443	140,076
Income taxes payable	6,718
Total Current Liabilities	599,536	571,635
Long-term debt, net of current portion	2,752,742	2,685,333
Non-current deferred tax liability	191,441	199,078
Other non-current liabilities	138,118	136,520
Total Liabilities	3,681,837	3,592,566
Redeemable non-controlling interests	621,515	422,159
Stockholder's Equity:
Common stock	0	0
Capital in excess of par	942,142	925,111
Retained earnings (accumulated deficit)	(220,500)	(109,386)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	721,642	815,725
Non-controlling interests	98,813	90,176
Total Equity	820,455	905,901
Total Liabilities and Equity	5,123,807	4,920,626
Select Medical Corporation | Reportable legal entities | Select (Parent Company Only)
Current Assets:
Cash and cash equivalents	73	11,071	71	4,070
Prepaid income taxes	2,882	6,658
Other current assets	10,937	11,953
Total Current Assets	13,892	29,682
Property and equipment, net	50,736	48,697
Investment in affiliates	4,421,777	4,493,684
Other assets	42,852	45,636
Total Assets	4,529,257	4,617,699
Current Liabilities:
Overdrafts	18,923	39,362
Current portion of long-term debt and notes payable	30,838	7,227
Accounts payable	13,066	10,775
Intercompany payables	1,488,527	1,573,960
Accrued payroll	11,186	16,963
Accrued vacation	3,848	3,440
Accrued interest	28,763	20,114
Accrued other	40,075	39,155
Total Current Liabilities	1,635,226	1,710,996
Long-term debt, net of current portion	2,133,355	2,048,154
Other non-current liabilities	39,034	42,824
Total Liabilities	3,807,615	3,801,974
Stockholder's Equity:
Common stock	0	0
Capital in excess of par	942,142	925,111
Retained earnings (accumulated deficit)	(220,500)	(109,386)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	721,642	815,725
Total Equity	721,642	815,725
Total Liabilities and Equity	4,529,257	4,617,699
Select Medical Corporation | Reportable legal entities | Subsidiary Guarantors
Current Assets:
Cash and cash equivalents	6,359	6,467	4,692	3,706
Accounts receivable, net	468,370	363,470
Intercompany receivables	1,488,527	1,573,960
Other current assets	30,142	33,958
Total Current Assets	1,993,398	1,977,855
Property and equipment, net	646,672	603,408
Investment in affiliates	116,370	89,288
Goodwill	2,093,354	2,090,963
Identifiable intangible assets, net	104,570	106,439
Other assets	101,285	84,803
Total Assets	5,055,649	4,952,756
Current Liabilities:
Current portion of long-term debt and notes payable	773	445
Accounts payable	82,662	78,608
Intercompany payables	36,784	25,578
Accrued payroll	86,257	92,216
Accrued vacation	55,949	55,486
Accrued interest	7
Accrued other	59,088	62,384
Total Current Liabilities	321,520	314,717
Long-term debt, net of current portion	243	601
Non-current deferred tax liability	131,902	133,852
Other non-current liabilities	55,572	53,537
Total Liabilities	509,237	502,707
Stockholder's Equity:
Retained earnings (accumulated deficit)	1,328,453	1,269,009
Subsidiary investment	3,217,959	3,181,040
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	4,546,412	4,450,049
Total Equity	4,546,412	4,450,049
Total Liabilities and Equity	5,055,649	4,952,756
Select Medical Corporation | Reportable legal entities | Non-Guarantor Subsidiaries
Current Assets:
Cash and cash equivalents	4,548	5,056	4,140	625
Accounts receivable, net	120,463	97,770
Intercompany receivables	36,784	25,578
Other current assets	16,814	10,269
Total Current Assets	178,609	138,673
Property and equipment, net	75,315	50,869
Identifiable intangible assets, net	4,824	2,693
Other assets	36,285	53,954
Total Assets	295,033	246,189
Current Liabilities:
Current portion of long-term debt and notes payable	2,483	1,324
Accounts payable	24,196	22,397
Accrued payroll	3,931	4,246
Accrued vacation	12,040	10,668
Accrued other	12,183	4,639
Total Current Liabilities	54,833	43,274
Long-term debt, net of current portion	9,564	9,685
Non-current deferred tax liability	767	596
Other non-current liabilities	8,039	5,727
Total Liabilities	73,203	59,282
Stockholder's Equity:
Retained earnings (accumulated deficit)	(40,068)	(32,826)
Subsidiary investment	261,898	219,733
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	221,830	186,907
Total Equity	221,830	186,907
Total Liabilities and Equity	295,033	246,189
Select Medical Corporation | Reportable legal entities | Non-Guarantor Concentra
Current Assets:
Cash and cash equivalents	96,320	76,435	$ 59,320	$ 6,034
Accounts receivable, net	127,593	112,512
Prepaid income taxes		5,765
Other current assets	22,431	21,519
Total Current Assets	246,344	216,231
Property and equipment, net	173,340	189,243
Goodwill	674,542	660,037
Identifiable intangible assets, net	221,642	231,430
Other assets	16,144	16,235
Total Assets	1,332,012	1,313,176
Current Liabilities:
Current portion of long-term debt and notes payable	3,466	4,660
Accounts payable	13,397	14,778
Accrued payroll	38,028	32,972
Accrued vacation	17,334	13,667
Accrued interest	2,228	2,211
Accrued other	32,097	33,898
Income taxes payable	9,600
Total Current Liabilities	116,150	102,186
Long-term debt, net of current portion	609,580	626,893
Non-current deferred tax liability	80,576	91,314
Other non-current liabilities	35,473	34,432
Total Liabilities	841,779	854,825
Redeemable non-controlling interests	14,641	15,493
Stockholder's Equity:
Retained earnings (accumulated deficit)	34,338	2,723
Subsidiary investment	437,568	436,786
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	471,906	439,509
Non-controlling interests	3,686	3,349
Total Equity	475,592	442,858
Total Liabilities and Equity	1,332,012	1,313,176
Select Medical Corporation | Consolidating and Eliminating Adjustments
Current Assets:
Intercompany receivables	(1,525,311)	(1,599,538)
Prepaid income taxes	(2,882)
Total Current Assets	(1,528,193)	(1,599,538)
Investment in affiliates	(4,538,147)	(4,582,972)
Other assets	(21,804)	(26,684)
Total Assets	(6,088,144)	(6,209,194)
Current Liabilities:
Intercompany payables	(1,525,311)	(1,599,538)
Income taxes payable	(2,882)
Total Current Liabilities	(1,528,193)	(1,599,538)
Non-current deferred tax liability	(21,804)	(26,684)
Total Liabilities	(1,549,997)	(1,626,222)
Redeemable non-controlling interests	606,874	406,666
Stockholder's Equity:
Retained earnings (accumulated deficit)	(1,322,723)	(1,238,906)
Subsidiary investment	(3,917,425)	(3,837,559)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity	(5,240,148)	(5,076,465)
Non-controlling interests	95,127	86,827
Total Equity	(5,145,021)	(4,989,638)
Total Liabilities and Equity	$ (6,088,144)	$ (6,209,194)

Condensed Consolidating Finan41

Condensed Consolidating Financial Information - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Consolidating Statement of Operations
Net operating revenues	$ 1,097,166	$ 1,053,795	$ 3,329,202	$ 3,239,756
Costs and expenses:
Cost of services	938,910	915,703	2,787,497	2,754,950
General and administrative	27,065	27,088	83,415	81,226
Bad debt expense	20,321	17,677	59,120	51,591
Depreciation and amortization	38,772	37,165	119,644	107,887
Total costs and expenses	1,025,068	997,633	3,049,676	2,995,654
Income from operations	72,098	56,162	279,526	244,102
Other income and expense:
Loss on early retirement of debt		(10,853)	(19,719)	(11,626)
Equity in earnings of unconsolidated subsidiaries	4,431	5,268	15,618	14,466
Non-operating gain (loss)		(1,028)	(49)	37,094
Income before income taxes	38,841	5,067	159,180	156,374
Income tax expense (benefit)	14,017	1,075	59,593	51,585
Net income (loss)	24,824	3,992	99,587	104,789
Less: Net income (loss) attributable to non-controlling interests	6,362	(2,479)	23,200	9,550
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	18,462	6,471	76,387	95,239
Select Medical Corporation
Condensed Consolidating Statement of Operations
Net operating revenues	1,097,166	1,053,795	3,329,202	3,239,756
Costs and expenses:
Cost of services	938,910	915,703	2,787,497	2,754,950
General and administrative	27,065	27,088	83,415	81,226
Bad debt expense	20,321	17,677	59,120	51,591
Depreciation and amortization	38,772	37,165	119,644	107,887
Total costs and expenses	1,025,068	997,633	3,049,676	2,995,654
Income from operations	72,098	56,162	279,526	244,102
Other income and expense:
Loss on early retirement of debt		(10,853)	(19,719)	(11,626)
Equity in earnings of unconsolidated subsidiaries	4,431	5,268	15,618	14,466
Non-operating gain (loss)		(1,028)	(49)	37,094
Interest income (expense)	(37,688)	(44,482)	(116,196)	(127,662)
Income before income taxes	38,841	5,067	159,180	156,374
Income tax expense (benefit)	14,017	1,075	59,593	51,585
Net income (loss)	24,824	3,992	99,587	104,789
Less: Net income (loss) attributable to non-controlling interests	6,362	(2,479)	23,200	9,550
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	18,462	6,471	76,387	95,239
Select Medical Corporation | Reportable legal entities | Select (Parent Company Only)
Condensed Consolidating Statement of Operations
Net operating revenues	56	85	687	522
Costs and expenses:
Cost of services	667	626	1,843	1,576
General and administrative	27,028	26,967	83,291	81,198
Depreciation and amortization	2,355	1,411	5,503	3,898
Total costs and expenses	30,050	29,004	90,637	86,672
Income from operations	(29,994)	(28,919)	(89,950)	(86,150)
Other income and expense:
Intercompany interest and royalty fees	7,864	8,458	24,760	22,793
Intercompany management fees	51,241	33,693	176,443	127,832
Loss on early retirement of debt			(19,719)	(773)
Non-operating gain (loss)		(6,963)		33,932
Interest income (expense)	(30,239)	(34,424)	(93,725)	(97,239)
Income before income taxes	(1,128)	(28,155)	(2,191)	395
Income tax expense (benefit)	(1,032)	5,701	(3,230)	13,840
Equity in earnings (losses) of consolidated subsidiaries	18,558	40,327	75,348	108,684
Net income (loss)	18,462	6,471	76,387	95,239
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	18,462	6,471	76,387	95,239
Select Medical Corporation | Reportable legal entities | Subsidiary Guarantors
Condensed Consolidating Statement of Operations
Net operating revenues	661,676	655,663	2,038,955	2,095,102
Costs and expenses:
Cost of services	570,564	569,167	1,713,091	1,780,606
General and administrative	37	121	124	28
Bad debt expense	10,879	9,662	32,456	30,665
Depreciation and amortization	17,982	17,335	57,471	49,983
Total costs and expenses	599,462	596,285	1,803,142	1,861,282
Income from operations	62,214	59,378	235,813	233,820
Other income and expense:
Intercompany interest and royalty fees	(4,194)	(4,884)	(13,586)	(12,314)
Intercompany management fees	(41,048)	(25,880)	(147,117)	(108,007)
Equity in earnings of unconsolidated subsidiaries	4,416	5,238	15,555	14,384
Non-operating gain (loss)		5,935	(49)	3,162
Interest income (expense)	270	137	269	293
Income before income taxes	21,658	39,924	90,885	131,338
Income tax expense (benefit)	8,377	(7,284)	41,620	24,701
Equity in earnings (losses) of consolidated subsidiaries	399	(7,877)	10,174	(6,004)
Net income (loss)	13,680	39,331	59,439	100,633
Less: Net income (loss) attributable to non-controlling interests		(6)		27
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	13,680	39,337	59,439	100,606
Select Medical Corporation | Reportable legal entities | Non-Guarantor Subsidiaries
Condensed Consolidating Statement of Operations
Net operating revenues	174,139	139,540	510,530	379,880
Costs and expenses:
Cost of services	151,609	133,480	434,130	340,254
Bad debt expense	4,008	2,633	10,941	6,691
Depreciation and amortization	3,421	3,141	10,104	8,436
Total costs and expenses	159,038	139,254	455,175	355,381
Income from operations	15,101	286	55,355	24,499
Other income and expense:
Intercompany interest and royalty fees	(3,670)	(3,574)	(11,174)	(10,479)
Intercompany management fees	(10,193)	(7,813)	(29,326)	(19,825)
Equity in earnings of unconsolidated subsidiaries	15	30	63	82
Interest income (expense)	(20)	(31)	(104)	(71)
Income before income taxes	1,233	(11,102)	14,814	(5,794)
Income tax expense (benefit)	330	1,484	943	2,091
Net income (loss)	903	(12,586)	13,871	(7,885)
Less: Net income (loss) attributable to non-controlling interests	383	(4,804)	3,627	(2,109)
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	520	(7,782)	10,244	(5,776)
Select Medical Corporation | Reportable legal entities | Non-Guarantor Concentra
Condensed Consolidating Statement of Operations
Net operating revenues	261,295	258,507	779,030	764,252
Costs and expenses:
Cost of services	216,070	212,430	638,433	632,514
Bad debt expense	5,434	5,382	15,723	14,235
Depreciation and amortization	15,014	15,278	46,566	45,570
Total costs and expenses	236,518	233,090	700,722	692,319
Income from operations	24,777	25,417	78,308	71,933
Other income and expense:
Loss on early retirement of debt		(10,853)		(10,853)
Interest income (expense)	(7,699)	(10,164)	(22,636)	(30,645)
Income before income taxes	17,078	4,400	55,672	30,435
Income tax expense (benefit)	6,342	1,174	20,260	10,953
Net income (loss)	10,736	3,226	35,412	19,482
Less: Net income (loss) attributable to non-controlling interests	5,979	2,331	19,573	11,632
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	4,757	895	15,839	7,850
Select Medical Corporation | Consolidating and Eliminating Adjustments
Other income and expense:
Equity in earnings (losses) of consolidated subsidiaries	(18,957)	(32,450)	(85,522)	(102,680)
Net income (loss)	(18,957)	(32,450)	(85,522)	(102,680)
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$ (18,957)	$ (32,450)	$ (85,522)	$ (102,680)

Condensed Consolidating Finan42

Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Operating activities
Net income	$ 24,824	$ 3,992	$ 99,587	$ 104,789
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries			14,542	16,145
Depreciation and amortization	38,772	37,165	119,644	107,887
Provision for bad debts	20,321	17,677	59,120	51,591
Equity in earnings of unconsolidated subsidiaries	(4,431)	(5,268)	(15,618)	(14,466)
Loss on extinguishment of debt			6,527	11,626
Loss (gain) on sale or disposal of assets and businesses			(9,499)	(41,910)
Gain on sale of equity investment				(241)
Impairment of equity investment				5,339
Stock compensation expense			14,227	12,924
Amortization of debt discount, premium and issuance costs			8,546	11,845
Deferred income taxes			(6,126)	(13,088)
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable			(201,514)	(40,776)
Other current assets			(2,677)	12,094
Other assets			1,407	5,146
Accounts payable			3,913	(17,752)
Accrued expenses			18,752	52,996
Due to third party payors				11,065
Income taxes			19,141	5,547
Net cash provided by operating activities			129,972	280,761
Investing activities
Business combinations, net of cash acquired			(19,371)	(414,231)
Purchases of property and equipment	(68,498)	(38,002)	(173,800)	(118,260)
Investment in businesses			(11,374)	(3,140)
Proceeds from sale of assets, businesses, and equity investment			34,555	72,629
Net cash used in investing activities			(169,990)	(463,002)
Financing activities
Borrowings on revolving facilities			805,000	420,000
Payments on revolving facilities			(705,000)	(545,000)
Proceeds from term loans			1,139,487	795,344
Payments on term loans			(1,176,567)	(434,842)
Revolving facility debt issuance costs			(4,392)
Borrowings of other debt			27,571	23,801
Principal payments on other debt			(15,112)	(15,477)
Proceeds from issuance of non-controlling interests			8,986	11,846
Repayments of overdrafts			(20,439)	(8,464)
Purchase of non-controlling interests			(120)	(1,530)
Distributions to non-controlling interests			(9,156)	(9,198)
Net cash provided by financing activities			48,289	236,029
Net increase in cash and cash equivalents			8,271	53,788
Cash and cash equivalents at beginning of period			99,029	14,435
Cash and cash equivalents at end of period	107,300	68,223	107,300	68,223
Select Medical Corporation
Operating activities
Net income	24,824	3,992	99,587	104,789
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries			14,542	16,145
Depreciation and amortization	38,772	37,165	119,644	107,887
Provision for bad debts	20,321	17,677	59,120	51,591
Equity in earnings of unconsolidated subsidiaries	(4,431)	(5,268)	(15,618)	(14,466)
Loss on extinguishment of debt			6,527	11,626
Loss (gain) on sale or disposal of assets and businesses			(9,499)	(41,910)
Gain on sale of equity investment				(241)
Impairment of equity investment				5,339
Stock compensation expense			14,227	12,924
Amortization of debt discount, premium and issuance costs			8,546	11,845
Deferred income taxes			(6,126)	(13,088)
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable			(201,514)	(40,776)
Other current assets			(2,677)	12,094
Other assets			1,407	5,146
Accounts payable			3,913	(17,752)
Accrued expenses			18,752	52,996
Due to third party payors				11,065
Income taxes			19,141	5,547
Net cash provided by operating activities			129,972	280,761
Investing activities
Business combinations, net of cash acquired			(19,371)	(414,231)
Purchases of property and equipment			(173,800)	(118,260)
Investment in businesses			(11,374)	(3,140)
Proceeds from sale of assets and businesses			34,555
Proceeds from sale of assets, businesses, and equity investment			34,555	72,629
Net cash used in investing activities			(169,990)	(463,002)
Financing activities
Borrowings on revolving facilities			805,000	420,000
Payments on revolving facilities			(705,000)	(545,000)
Proceeds from term loans			1,139,487	795,344
Payments on term loans			(1,176,567)	(434,842)
Revolving facility debt issuance costs			(4,392)
Borrowings of other debt			27,571	23,801
Principal payments on other debt			(15,112)	(15,477)
Dividends paid to Holdings			(3,603)	(1,939)
Equity investment by Holdings			1,634	1,488
Proceeds from issuance of non-controlling interests			8,986	11,846
Repayments of overdrafts			(20,439)	(8,464)
Purchase of non-controlling interests			(120)	(1,530)
Distributions to non-controlling interests			(9,156)	(9,198)
Net cash provided by financing activities			48,289	236,029
Net increase in cash and cash equivalents			8,271	53,788
Cash and cash equivalents at beginning of period			99,029	14,435
Cash and cash equivalents at end of period	107,300	68,223	107,300	68,223
Select Medical Corporation | Reportable legal entities | Select (Parent Company Only)
Operating activities
Net income	18,462	6,471	76,387	95,239
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	2,355	1,411	5,503	3,898
Equity in earnings of consolidated subsidiaries	(18,558)	(40,327)	(75,348)	(108,684)
Loss on extinguishment of debt			6,527	773
Loss (gain) on sale or disposal of assets and businesses			(8)	(33,707)
Stock compensation expense			13,445	12,347
Amortization of debt discount, premium and issuance costs			6,113	9,289
Deferred income taxes			5,014	(902)
Changes in operating assets and liabilities, net of effects of business combinations:
Other current assets			1,016	(1,153)
Other assets			1,633	(3,881)
Accounts payable			2,375	(239)
Accrued expenses			164	19,692
Income taxes			3,776	3,230
Net cash provided by operating activities			46,597	(4,098)
Investing activities
Business combinations, net of cash acquired				(406,305)
Purchases of property and equipment			(26,350)	(13,315)
Proceeds from sale of assets and businesses			8
Proceeds from sale of assets, businesses, and equity investment				63,418
Net cash used in investing activities			(26,342)	(356,202)
Financing activities
Borrowings on revolving facilities			805,000	420,000
Payments on revolving facilities			(705,000)	(540,000)
Proceeds from term loans			1,139,487	600,127
Payments on term loans			(1,153,502)	(228,962)
Revolving facility debt issuance costs			(4,392)
Borrowings of other debt			21,572	8,748
Principal payments on other debt			(10,122)	(10,971)
Dividends paid to Holdings			(3,603)	(1,939)
Equity investment by Holdings			1,634	1,488
Intercompany			(101,888)	116,274
Repayments of overdrafts			(20,439)	(8,464)
Net cash provided by financing activities			(31,253)	356,301
Net increase in cash and cash equivalents			(10,998)	(3,999)
Cash and cash equivalents at beginning of period			11,071	4,070
Cash and cash equivalents at end of period	73	71	73	71
Select Medical Corporation | Reportable legal entities | Subsidiary Guarantors
Operating activities
Net income	13,680	39,331	59,439	100,633
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries			14,493	16,075
Depreciation and amortization	17,982	17,335	57,471	49,983
Provision for bad debts	10,879	9,662	32,456	30,665
Equity in earnings of unconsolidated subsidiaries	(4,416)	(5,238)	(15,555)	(14,384)
Equity in earnings of consolidated subsidiaries	(399)	7,877	(10,174)	6,004
Loss (gain) on sale or disposal of assets and businesses			(4,824)	(8,367)
Gain on sale of equity investment				(241)
Impairment of equity investment				5,339
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable			(137,255)	6,288
Other current assets			3,816	9,745
Other assets			(3,709)	53,100
Accounts payable			(616)	(22,529)
Accrued expenses			(2,075)	36,051
Due to third party payors				15,019
Net cash provided by operating activities			(6,533)	283,381
Investing activities
Business combinations, net of cash acquired			(3,356)	(3,523)
Purchases of property and equipment			(102,150)	(68,609)
Investment in businesses			(11,374)	(3,140)
Proceeds from sale of assets and businesses			15,007
Proceeds from sale of assets, businesses, and equity investment				9,205
Net cash used in investing activities			(101,873)	(66,067)
Financing activities
Principal payments on other debt			(306)	(528)
Intercompany			108,724	(214,053)
Purchase of non-controlling interests			(120)	(1,530)
Distributions to non-controlling interests				(217)
Net cash provided by financing activities			108,298	(216,328)
Net increase in cash and cash equivalents			(108)	986
Cash and cash equivalents at beginning of period			6,467	3,706
Cash and cash equivalents at end of period	6,359	4,692	6,359	4,692
Select Medical Corporation | Reportable legal entities | Non-Guarantor Subsidiaries
Operating activities
Net income	903	(12,586)	13,871	(7,885)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries			49	70
Depreciation and amortization	3,421	3,141	10,104	8,436
Provision for bad debts	4,008	2,633	10,941	6,691
Equity in earnings of unconsolidated subsidiaries	(15)	(30)	(63)	(82)
Loss (gain) on sale or disposal of assets and businesses			(4,687)	185
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable			(33,634)	(27,966)
Other current assets			(6,731)	(6,113)
Other assets			3,044	(53,961)
Accounts payable			1,373	487
Accrued expenses			11,181	(214)
Due to third party payors				(3,954)
Net cash provided by operating activities			5,448	(84,306)
Investing activities
Business combinations, net of cash acquired			(295)
Purchases of property and equipment			(23,644)	(25,689)
Proceeds from sale of assets and businesses			19,537
Proceeds from sale of assets, businesses, and equity investment				6
Net cash used in investing activities			(4,402)	(25,683)
Financing activities
Borrowings of other debt			3,232	12,237
Principal payments on other debt			(2,150)	(1,813)
Intercompany			(6,836)	97,779
Proceeds from issuance of non-controlling interests			8,986	11,846
Distributions to non-controlling interests			(4,786)	(6,545)
Net cash provided by financing activities			(1,554)	113,504
Net increase in cash and cash equivalents			(508)	3,515
Cash and cash equivalents at beginning of period			5,056	625
Cash and cash equivalents at end of period	4,548	4,140	4,548	4,140
Select Medical Corporation | Reportable legal entities | Non-Guarantor Concentra
Operating activities
Net income	10,736	3,226	35,412	19,482
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	15,014	15,278	46,566	45,570
Provision for bad debts	5,434	5,382	15,723	14,235
Loss on extinguishment of debt				10,853
Loss (gain) on sale or disposal of assets and businesses			20	(21)
Stock compensation expense			782	577
Amortization of debt discount, premium and issuance costs			2,433	2,556
Deferred income taxes			(11,140)	(12,186)
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable			(30,625)	(19,098)
Other current assets			(778)	9,615
Other assets			439	9,888
Accounts payable			781	4,529
Accrued expenses			9,482	(2,533)
Income taxes			15,365	2,317
Net cash provided by operating activities			84,460	85,784
Investing activities
Business combinations, net of cash acquired			(15,720)	(4,403)
Purchases of property and equipment			(21,656)	(10,647)
Proceeds from sale of assets and businesses			3
Net cash used in investing activities			(37,373)	(15,050)
Financing activities
Payments on revolving facilities				(5,000)
Proceeds from term loans				195,217
Payments on term loans			(23,065)	(205,880)
Borrowings of other debt			2,767	2,816
Principal payments on other debt			(2,534)	(2,165)
Distributions to non-controlling interests			(4,370)	(2,436)
Net cash provided by financing activities			(27,202)	(17,448)
Net increase in cash and cash equivalents			19,885	53,286
Cash and cash equivalents at beginning of period			76,435	6,034
Cash and cash equivalents at end of period	96,320	59,320	96,320	59,320
Select Medical Corporation | Consolidating and Eliminating Adjustments
Operating activities
Net income	(18,957)	(32,450)	(85,522)	(102,680)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries	$ 18,957	$ 32,450	$ 85,522	$ 102,680