SELECT MEDICAL HOLDINGS CORP (Form: 10-Q, Received: 11/03/2016 16:39:53)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2016

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From to .

Commission File Number: 001 – 34465 and 001 – 31441

SELECT MEDICAL HOLDINGS CORPORATION

SELECT MEDICAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware
Delaware
(State or other jurisdiction of
incorporation or organization)

20-1764048
23-2872718
(I.R.S. employer identification
number)

4714 Gettysburg Road, P.O. Box 2034, Mechanicsburg, Pennsylvania 17055

(Address of principal executive offices and zip code)

(717) 972-1100

(Registrants’ telephone number, including area code)

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as such Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the Registrants have submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant, Select Medical Holdings Corporation, is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant, Select Medical Corporation, is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

As of October 31, 2016, Select Medical Holdings Corporation had outstanding 132,329,220 shares of common stock.

This Form 10-Q is a combined quarterly report being filed separately by two Registrants: Select Medical Holdings Corporation and Select Medical Corporation. Unless the context indicates otherwise, any reference in this report to “Holdings” refers to Select Medical Holdings Corporation and any reference to “Select” refers to Select Medical Corporation, the wholly owned operating subsidiary of Holdings, and any of Select’s subsidiaries. Any reference to “Concentra” refers to Concentra Inc., the indirect operating subsidiary of Concentra Group Holdings, LLC (“Group Holdings”), and its subsidiaries. References to the “Company,” “we,” “us” and “our” refer collectively to Holdings, Select, and Group Holdings and its subsidiaries.

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TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Condensed consolidated balance sheets	3

	Condensed consolidated statements of operations	4

	Condensed consolidated statements of changes in equity and income	6

	Condensed consolidated statements of cash flows	7

	Notes to condensed consolidated financial statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	61

ITEM 4.	CONTROLS AND PROCEDURES	62

PART II	OTHER INFORMATION	63

ITEM 1.	LEGAL PROCEEDINGS	63

ITEM 1A.	RISK FACTORS	65

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	65

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	66

ITEM 4.	MINE SAFETY DISCLOSURES	66

ITEM 5.	OTHER INFORMATION	66

ITEM 6.	EXHIBITS	66

SIGNATURES

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PART I FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share and per share amounts)

	Select Medical Holdings Corporation				Select Medical Corporation
	December 31,		September 30,		December 31,			September 30,
	2015		2016		2015			2016

ASSETS
Current Assets:
Cash and cash equivalents	$	14,435	$	68,223	$	14,435		$	68,223
Accounts receivable, net of allowance for doubtful accounts of $61,133 and $61,084 at 2015 and 2016, respectively	603,558		592,711		603,558			592,711
Current deferred tax asset	28,688		50,647		28,688			50,647
Prepaid income taxes	16,694		11,474		16,694			11,474
Other current assets	85,779		82,680		85,779			82,680
Total Current Assets	749,154		805,735		749,154			805,735

Property and equipment, net	864,124		863,485		864,124			863,485
Goodwill	2,314,624		2,674,623		2,314,624			2,674,623
Other identifiable intangibles, net	318,675		338,220		318,675			338,220
Other assets	142,101		163,342		142,101			163,342

Total Assets	$	4,388,678	$	4,845,405	$	4,388,678		$	4,845,405

Current Liabilities:
Bank overdrafts	$	28,615	$	20,151	$	28,615		$	20,151
Current portion of long-term debt and notes payable	225,166		12,690		225,166			12,690
Accounts payable	137,409		114,181		137,409			114,181
Accrued payroll	120,989		138,090		120,989			138,090
Accrued vacation	73,977		78,776		73,977			78,776
Accrued interest	9,401		32,964		9,401			32,964
Accrued other	133,728		142,431		133,728			142,431
Due to third party payors	—		11,065		—			11,065
Total Current Liabilities	729,285		550,348		729,285			550,348

Long-term debt, net of current portion	2,160,730		2,642,115		2,160,730			2,642,115
Non-current deferred tax liability	218,705		210,000		218,705			210,000
Other non-current liabilities	133,220		136,527		133,220			136,527

Total Liabilities	3,241,940		3,538,990		3,241,940			3,538,990

Commitments and contingencies (Note 11)

Redeemable non-controlling interests	238,221		246,429		238,221			246,429

Stockholders’ Equity:
Common stock of Holdings, $0.001 par value, 700,000,000 shares authorized, 131,282,798 and 132,395,317 shares issued and outstanding at 2015 and 2016, respectively	131		132		—			—
Common stock of Select, $0.01 par value, 100 shares issued and outstanding	—		—		0			0
Capital in excess of par	424,506		440,316		904,375			921,069
Retained earnings (accumulated deficit)	434,616		528,593		(45,122		)	47,972
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity	859,253		969,041		859,253			969,041
Non-controlling interest	49,264		90,945		49,264			90,945
Total Equity	908,517		1,059,986		908,517			1,059,986

Total Liabilities and Equity	$	4,388,678	$	4,845,405	$	4,388,678		$	4,845,405

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share amounts)

	Select Medical Holdings Corporation						Select Medical Corporation
	For the Three Months Ended September 30,						For the Three Months Ended September 30,
	2015			2016			2015			2016

Net operating revenues	$	1,021,123		$	1,053,795		$	1,021,123		$	1,053,795

Costs and expenses:
Cost of services	900,949			915,703			900,949			915,703
General and administrative	22,201			27,088			22,201			27,088
Bad debt expense	18,287			17,677			18,287			17,677
Depreciation and amortization	31,472			37,165			31,472			37,165
Total costs and expenses	972,909			997,633			972,909			997,633

Income from operations	48,214			56,162			48,214			56,162

Other income and expense:
Loss on early retirement of debt	—			(10,853		)	—			(10,853		)
Equity in earnings of unconsolidated subsidiaries	6,348			5,268			6,348			5,268
Non-operating gain (loss)	29,647			(1,028		)	29,647			(1,028		)
Interest expense	(33,052		)	(44,482		)	(33,052		)	(44,482		)

Income before income taxes	51,157			5,067			51,157			5,067

Income tax expense	18,347			1,075			18,347			1,075
Net income	32,810			3,992			32,810			3,992

Less: Net income (loss) attributable to non-controlling interests	3,404			(2,479		)	3,404			(2,479		)

Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$	29,406		$	6,471		$	29,406		$	6,471

Basic	$	0.22		$	0.05
Diluted	$	0.22		$	0.05

Weighted average shares outstanding:
Basic	127,386			127,848
Diluted	127,649			127,989

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share amounts)

	Select Medical Holdings Corporation						Select Medical Corporation
	For the Nine Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2016			2015			2016

Net operating revenues	$	2,703,531		$	3,239,756		$	2,703,531		$	3,239,756

Costs and expenses:
Cost of services	2,309,213			2,754,950			2,309,213			2,754,950
General and administrative	67,917			81,226			67,917			81,226
Bad debt expense	43,243			51,591			43,243			51,591
Depreciation and amortization	70,668			107,887			70,668			107,887
Total costs and expenses	2,491,041			2,995,654			2,491,041			2,995,654

Income from operations	212,490			244,102			212,490			244,102

Other income and expense:
Loss on early retirement of debt	—			(11,626		)	—			(11,626		)
Equity in earnings of unconsolidated subsidiaries	12,788			14,466			12,788			14,466
Non-operating gain	29,647			37,094			29,647			37,094
Interest expense	(79,728		)	(127,662		)	(79,728		)	(127,662		)

Income before income taxes	175,197			156,374			175,197			156,374

Income tax expense	65,048			51,585			65,048			51,585
Net income	110,149			104,789			110,149			104,789

Less: Net income attributable to non-controlling interests	8,740			9,550			8,740			9,550

Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$	101,409		$	95,239		$	101,409		$	95,239

Basic	$	0.77		$	0.72
Diluted	$	0.77		$	0.72

Dividends paid per share	$	0.10		$	—

Weighted average shares outstanding:
Basic	127,541			127,659
Diluted	127,844			127,804

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Condensed Consolidated Statement of Changes in Equity and Income

(unaudited)

(in thousands)

						Select Medical Holdings Corporation Stockholders										Non-
	Comprehensive Income		Total			Common Stock Issued		Common Stock Par Value		Capital in Excess of Par			Retained Earnings			controlling Interests
Balance at December 31, 2015			$	908,517		131,283		$	131	$	424,506		$	434,616		$	49,264
Net income	$	93,037	93,037										95,239			(2,202		)
Net income - attributable to redeemable non-controlling interests	11,752
Total comprehensive income	$	104,789
Issuance and vesting of restricted stock			12,344			1,089		1		12,343
Tax benefit from stock based awards			514							514
Repurchase of common shares			(1,939		)	(155	)	0		(883		)	(1,056		)
Stock option expense			4							4
Exercise of stock options			1,488			178		0		1,488
Non-controlling interests acquired in business combination			2,514													2,514
Distributions to non-controlling interests			(6,939		)											(6,939		)
Issuance of non-controlling interests			50,178							2,377						47,801
Purchase of redeemable non-controlling interests			466										466
Other			(198		)					(33		)	(672		)	507
Balance at September 30, 2016			$	1,059,986		132,395		$	132	$	440,316		$	528,593		$	90,945

						Select Medical Corporation Stockholders									Non-
	Comprehensive Income		Total			Common Stock Issued	Common Stock Par Value		Capital in Excess of Par			Retained Earnings (Accumulated Deficit)			controlling Interests
Balance at December 31, 2015			$	908,517		0	$	0	$	904,375		$	(45,122	)	$	49,264
Net income	$	93,037	93,037									95,239			(2,202		)
Net income - attributable to redeemable non-controlling interests	11,752
Total comprehensive income	$	104,789
Additional investment by Holdings			1,488						1,488
Dividends declared and paid to Holdings			(1,939		)							(1,939		)
Contribution related to restricted stock awards and stock option issuances by Holdings			12,348						12,348
Tax benefit from stock based awards			514						514
Non-controlling interests acquired in business combination			2,514												2,514
Distributions to non-controlling interests			(6,939		)										(6,939		)
Issuance of non-controlling interests			50,178						2,377						47,801
Purchase of redeemable non-controlling interests			466									466
Other			(198		)				(33		)	(672		)	507
Balance at September 30, 2016			$	1,059,986		0	$	0	$	921,069		$	47,972		$	90,945

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

	Select Medical Holdings Corporation						Select Medical Corporation
	For the Nine Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2016			2015			2016

Operating activities
Net income	$	110,149		$	104,789		$	110,149		$	104,789
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	11,814			16,145			11,814			16,145
Depreciation and amortization	70,668			107,887			70,668			107,887
Amortization of leasehold interests	—			457			—			457
Provision for bad debts	43,243			51,591			43,243			51,591
Equity in earnings of unconsolidated subsidiaries	(12,788		)	(14,466		)	(12,788		)	(14,466		)
Loss on early retirement of debt	—			11,626			—			11,626
Loss on disposal of assets	—			282			—			282
Gain on sale of assets and businesses	(1,264		)	(42,192		)	(1,264		)	(42,192		)
Gain on sale of equity investment	(29,647		)	(241		)	(29,647		)	(241		)
Impairment of equity investment	—			5,339			—			5,339
Stock compensation expense	9,244			12,924			9,244			12,924
Amortization of debt discount, premium and issuance costs	6,746			11,845			6,746			11,845
Deferred income taxes	(6,925		)	(13,088		)	(6,925		)	(13,088		)
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable	(48,778		)	(40,776		)	(48,778		)	(40,776		)
Other current assets	(4,580		)	12,094			(4,580		)	12,094
Other assets	4,540			4,689			4,540			4,689
Accounts payable	3,047			(17,752		)	3,047			(17,752		)
Accrued expenses	32,716			52,996			32,716			52,996
Due to third party payors	—			11,065			—			11,065
Income taxes	15,246			5,033			15,246			5,033
Net cash provided by operating activities	203,431			280,247			203,431			280,247

Investing activities
Purchases of property and equipment	(113,992		)	(118,260		)	(113,992		)	(118,260		)
Proceeds from sale of assets and businesses	1,542			71,388			1,542			71,388
Investment in businesses	(1,703		)	(3,140		)	(1,703		)	(3,140		)
Proceeds from sale of equity investment	33,096			1,241			33,096			1,241
Acquisition of businesses, net of cash acquired	(1,049,872		)	(414,231		)	(1,049,872		)	(414,231		)
Net cash used in investing activities	(1,130,929		)	(463,002		)	(1,130,929		)	(463,002		)

Financing activities
Borrowings on revolving facilities	840,000			420,000			840,000			420,000
Payments on revolving facilities	(675,000		)	(545,000		)	(675,000		)	(545,000		)
Net proceeds from term loans	623,575			795,344			623,575			795,344
Payments on term loans	(26,884		)	(434,842		)	(26,884		)	(434,842		)
Borrowings of other debt	11,041			23,801			11,041			23,801
Principal payments on other debt	(13,167		)	(15,477		)	(13,167		)	(15,477		)
Dividends paid to common stockholders	(13,129		)	—			—			—
Dividends paid to Holdings	—			—			(26,751		)	(1,939		)
Repurchase of common stock	(13,622		)	(1,939		)	—			—
Proceeds from issuance of common stock	1,604			1,488			—			—
Equity investment by Holdings	—			—			1,604			1,488
Proceeds from issuance of non-controlling interest	217,065			11,846			217,065			11,846
Proceeds from (repayments of) bank overdrafts	2,353			(8,464		)	2,353			(8,464		)
Tax benefit from stock based awards	383			514			383			514
Purchase of non-controlling interests	—			(1,530		)	—			(1,530		)
Distributions to non-controlling interests	(7,440		)	(9,198		)	(7,440		)	(9,198		)
Net cash provided by financing activities	946,779			236,543			946,779			236,543

Net increase in cash and cash equivalents	19,281			53,788			19,281			53,788

Cash and cash equivalents at beginning of period	3,354			14,435			3,354			14,435
Cash and cash equivalents at end of period	$	22,635		$	68,223		$	22,635		$	68,223

Supplemental Cash Flow Information
Cash paid for interest	$	59,937		$	92,928		$	59,937		$	92,928
Cash paid for taxes	$	55,905		$	59,937		$	55,905		$	59,937

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SELECT MEDICAL HOLDINGS CORPORATION AND SELECT MEDICAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The unaudited condensed consolidated financial statements of Select Medical Holdings Corporation (“Holdings”) and Select Medical Corporation (“Select”) as of September 30, 2016, and for the three and nine month periods ended September 30, 2015 and 2016, have been prepared in accordance with generally accepted accounting principles (“GAAP”). In the opinion of management, such information contains all adjustments, which are normal and recurring in nature, necessary for a fair statement of the financial position, results of operations and cash flow for such periods. All significant intercompany transactions and balances have been eliminated. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2016. Holdings and Select and their subsidiaries are collectively referred to as the “Company.” The condensed consolidated financial statements of Holdings include the accounts of its wholly owned subsidiary, Select. Holdings conducts substantially all of its business through Select and its subsidiaries.

Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted consistent with the rules and regulations of the Securities and Exchange Commission (the “SEC”), although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2015 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2016.

2. Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, which addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation , which simplifies various aspects of accounting for share-based payments to employees. The areas for simplification involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2016. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements.

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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 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. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which changes the presentation of deferred income taxes. The intent is to simplify the presentation of deferred income taxes through the requirement that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The revised guidance is effective for annual fiscal periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements.

In May 2014, March 2016, and April 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 , and ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients , 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 original standards were effective for fiscal years beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of these standards, with a new effective date for fiscal years beginning after December 15, 2017. The standards require the selection of a modified retrospective or cumulative effect transition method for retrospective application. The Company is currently evaluating the standards to determine the impact they will have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In April and August 2015, the FASB issued ASU 2015-03 and ASU 2015-15, each titled Interest- Imputation of Interest , to simplify the presentation of debt issuance costs. The standard requires debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The FASB clarified that debt issuance costs related to line-of-credit arrangements can be presented as an asset and amortized over the term of the arrangement. The Company adopted the standard at the beginning of the first quarter of 2016. The balance sheet as of December 31, 2015 was retrospectively conformed to reflect the

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adoption of the standard and approximately $38.0 million of unamortized debt issuance costs were reclassified to be a direct reduction of debt, rather than a component of other assets.

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. Select financed the acquisition using a combination of cash on hand and proceeds from an incremental term loan facility under the Select credit facilities, as defined below (see Note 7 for more details). During the nine months ended September 30, 2016, $3.2 million of Physiotherapy acquisition costs were recognized in general and administrative expense.

Physiotherapy is a national provider of outpatient physical rehabilitation care offering a wide range of services, including general orthopedics, spinal care and neurological rehabilitation, as well as orthotics and prosthetics services.

The Physiotherapy acquisition is being accounted for under the provisions of Accounting Standards Codification (“ASC”) 805, Business Combinations. The Company has prepared a preliminary allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The Company is in the process of completing its assessment of fair values for identifiable tangible and intangible assets, and liabilities assumed; therefore, the values set forth below are subject to adjustment during the measurement period for such activities as estimating useful lives of long-lived assets and finite lived intangibles and completing assessment of fair values by obtaining appraisals. The amount of these potential adjustments could be significant. The Company expects to complete its purchase price allocation activities by December 31, 2016.

The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed, in accordance with the acquisition method of accounting (in thousands):

Cash and cash equivalents	$	12,340
Identifiable tangible assets, excluding cash and cash equivalents	92,981
Identifiable intangible assets	32,484
Goodwill	319,145
Total assets	456,950
Total liabilities	35,792
Acquired non-controlling interests	2,514
Net assets acquired	418,644
Less: Cash and cash equivalents acquired	(12,340		)
Net cash paid	$	406,304

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Goodwill of $319.1 million has been recognized in the transaction, representing the excess of the purchase price over the value of the tangible and intangible assets acquired and liabilities assumed. The factors considered in determining the goodwill that resulted from the Physiotherapy purchase price included Physiotherapy’s future earnings potential and the value of the assembled workforce. The goodwill has been allocated to the outpatient rehabilitation segment and is not deductible for tax purposes. However, prior to its acquisition by the Company, Physiotherapy completed certain acquisitions that resulted in goodwill with an estimated value of $8.8 million that is deductible for tax purposes, which the Company will deduct through 2030.

Due to the integrated nature of our operations, it is not practicable to separately identify net revenue and earnings of Physiotherapy on a stand-alone basis.

Concentra Acquisition

On June 1, 2015, MJ Acquisition Corporation, a joint venture that Select created with Welsh, Carson, Anderson & Stowe XII, L.P., consummated the acquisition of Concentra, Inc. (“Concentra”), the indirect operating subsidiary of Concentra Group Holdings, LLC, and its subsidiaries. Pursuant to the terms of the stock purchase agreement, dated as of March 22, 2015, by and among MJ Acquisition Corporation, Concentra and Humana Inc., MJ Acquisition Corporation acquired 100% of the issued and outstanding equity securities of Concentra from Humana, Inc. for $1,047.2 million, net of $3.8 million of cash acquired.

During the year ended December 31, 2015, the Company finalized the purchase price allocation to identifiable intangible assets, fixed assets, non-controlling interests, and certain pre-acquisition contingencies. During the quarter ended June 30, 2016, the Company completed the accounting for certain deferred tax matters.

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The following table summarizes the allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed, in accordance with the acquisition method of accounting (in thousands):

Cash and cash equivalents	$	3,772
Identifiable tangible assets, excluding cash and cash equivalents	406,926
Identifiable intangible assets	254,990
Goodwill	651,152
Total assets	1,316,840
Total liabilities	248,797
Acquired non-controlling interests	17,084
Net assets acquired	1,050,959
Less: Cash and cash equivalents acquired	(3,772		)
Net cash paid	$	1,047,187

Goodwill of $651.2 million was recognized in the transaction, representing the excess of the purchase price over the value of the tangible and intangible assets acquired and liabilities assumed. The factors considered in determining the goodwill that resulted from the Concentra purchase price included Concentra’s future earnings potential and the value of Concentra’s assembled workforce. The goodwill is allocated to the Concentra segment and is not deductible for tax purposes. However, prior to its acquisition by MJ Acquisition Corporation, Concentra completed certain acquisitions that resulted in goodwill with an estimated value of $23.9 million that is deductible for tax purposes, which the Company will deduct through 2025.

For the three months ended September 30, 2016, Concentra contributed net revenue of $258.5 million and net income of approximately $0.9 million, which are reflected in the Company’s consolidated statements of operations. For the nine months ended September 30, 2016, Concentra contributed net revenue of $764.3 million and net income of approximately $7.9 million, which are reflected in the Company’s consolidated statements of operations.

Pro Forma Results

The following pro forma unaudited results of operations have been prepared assuming the acquisitions of Concentra and Physiotherapy occurred January 1, 2014 and 2015, respectively. These results are not necessarily indicative of results of future operations nor of the results that would have actually occurred had the acquisitions been consummated on the aforementioned dates. The Company’s results of operations for the three months ended September 30, 2016 include both Concentra and Physiotherapy for the entire period and there are no pro forma adjustments; therefore, no pro forma information is presented for the period.

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2015		2015		2016
	(in thousands, except per share amounts)
Net revenue	$	1,099,857	$	3,350,131	$	3,293,286
Net income attributable to Holdings	26,277		88,502		93,407
Income per common share:
Basic	$	0.20	$	0.67	$	0.71
Diluted	$	0.20	$	0.67	$	0.71

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The pro forma financial information is based on the preliminary allocation of the purchase price of the Physiotherapy acquisition, and is therefore subject to adjustment upon finalizing the purchase price allocation, as described above, during the measurement period. The net income tax impact was calculated at a statutory rate, as if Concentra and Physiotherapy had been subsidiaries of the Company as of January 1, 2014 and 2015, respectively.

Pro forma results for the nine months ended September 30, 2015 were adjusted to include $3.2 million of Physiotherapy acquisition costs and exclude $4.7 million of Concentra acquisition costs. 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

In addition to the acquisition of Physiotherapy, the Company completed other acquisitions consisting of hospital, clinic, and center businesses during the nine months ended September 30, 2016. The specialty hospital transactions were conducted principally through either the exchange of nonmonetary assets or issuance of equity interests. Assets transferred and equity interests issued for these acquisitions consisted of $7.6 million in cash payments, net of cash received, $17.7 million for specialty hospitals exchanged, and issuance of $38.3 million of equity interests. The specialty hospital exchange transaction resulted in a non-operating gain totaling $6.5 million due, in part, to a bargain purchase because the fair values of the identifiable assets received in the exchange transaction exceeded the fair values of the transferred hospitals. The assets received in these acquisitions consisted principally of cash, real property, and goodwill, of which $46.2 million, $0.9 million, and $4.1 million of goodwill was recognized in our specialty hospital, outpatient rehabilitation, and Concentra reporting units, respectively.

4. Sale of Businesses

The Company recognized non-operating gains totaling $42.1 million for the nine months ended September 30, 2016, principally as the result of the sale of its contract therapy businesses for $65.0 million, resulting in a non-operating gain of $33.9 million. Additionally, the Company sold nine outpatient rehabilitation clinics to an entity in which the Company holds a non-controlling interest, resulting in a non-operating gain of $1.7 million.

5. Equity Investment Events

During the nine months ended September 30, 2016, an entity in which the Company owned a non-controlling interest was sold, which resulted in a non-operating loss of $5.1 million.

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6. Intangible Assets

The net carrying value of the Company’s goodwill and identifiable intangible assets consist of the following:

	December 31, 2015		September 30, 2016
	(in thousands)
Goodwill	$	2,314,624	$	2,674,623
Identifiable intangibles—Indefinite lived assets:
Trademarks	162,609		166,698
Certificates of need	13,022		13,070
Accreditations	2,045		2,045
Identifiable intangibles—Finite lived assets:
Customer relationships	132,751		122,095
Favorable leasehold interests	8,248		11,227
Non-compete agreements	—		23,085
Total identifiable intangibles	$	2,633,299	$	3,012,843

The Company’s customer relationships and non-compete agreement assets amortize over their estimated useful lives. Amortization expense was $4.1 million and $3.0 million for the three months ended September 30, 2016 and 2015, respectively. Amortization expense was $12.2 million and $4.4 million for the nine months ended September 30, 2016 and 2015, respectively. Estimated amortization expense of the Company’s customer relationships and non-compete agreements for each of the five succeeding years is $16.3 million.

In addition, the Company has recognized unfavorable leasehold interests which are recorded as liabilities. The net carrying value of unfavorable leasehold interests was $4.0 million and $3.0 million as of September 30, 2016 and December 31, 2015, respectively.

The Company’s favorable leasehold assets and unfavorable leasehold liabilities 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 net effect of this amortization increased rent expense by $0.2 million for the three months ended September 30, 2016 and $0.5 million for the nine months ended September 30, 2016.

The Company’s accreditations and trademarks have renewal terms. The costs to renew these intangibles are expensed as incurred. At September 30, 2016, the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 3.1 years, respectively.

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The changes in the carrying amount of goodwill for the Company’s reportable segments for the nine months ended September 30, 2016 are as follows:

	Specialty Hospitals			Outpatient Rehabilitation			Concentra		Total
	(in thousands)
Balance as of December 31, 2015	$	1,357,379		$	306,595		$	650,650	$	2,314,624
Acquired	46,205			358,153			4,115		408,473
Measurement period adjustment	—			(38,148		)	4,825		(33,323		)
Disposed	(6,758		)	(8,393		)	—		(15,151		)
Balance as of September 30, 2016	$	1,396,826		$	618,207		$	659,590	$	2,674,623

See Note 3 for details of the goodwill acquired during the period.

7. Indebtedness

For purposes of this indebtedness footnote, references to Select exclude Concentra, because the Concentra credit facilities are non-recourse to Holdings and Select.

The components of long-term debt and notes payable are shown in the following tables:

	December 31, 2015		September 30, 2016
	(in thousands)
Select 6.375% senior notes(1)	$	700,867	$	702,124
Select credit facilities:
Select revolving facility	295,000		175,000
Select term loans(2)	743,071		1,121,655
Other—Select	11,987		22,802
Total Select debt	1,750,925		2,021,581
Less: Select current maturities	222,905		7,268
Select long-term debt maturities	$	1,528,020	$	2,014,313

Concentra credit facilities:
Concentra revolving facility	$	5,000	$	—
Concentra term loans(3)	624,659		627,262
Other—Concentra	5,312		5,962
Total Concentra debt	634,971		633,224
Less: Concentra current maturities	2,261		5,422
Concentra long-term debt maturities	$	632,710	$	627,802

Total current maturities	$	225,166	$	12,690
Total long-term debt maturities	2,160,730		2,642,115
Total debt	$	2,385,896	$	2,654,805

(1) Includes unamortized premium of $1.2 million and $1.1 million at December 31, 2015 and September 30, 2016, respectively. Includes unamortized debt issuance costs of $10.4 million and $8.9 million at December 31, 2015 and September 30, 2016, respectively.

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(2) Includes unamortized discounts of $2.8 million and $12.9 million at December 31, 2015 and September 30, 2016, respectively. Includes unamortized debt issuance costs of $7.4 million and $14.8 million at December 31, 2015 and September 30, 2016, respectively.

(3) Includes unamortized discounts of $2.9 million at both December 31, 2015 and September 30, 2016. Includes unamortized debt issuance costs of $20.2 million and $13.7 million at December 31, 2015 and September 30, 2016, respectively.

Maturities of Long-Term Debt and Notes Payable

Maturities of the Company’s long-term debt for the period from October 1, 2016 through December 31, 2016 and the years after 2016 are approximately as follows:

	Select			Concentra			Total
	(in thousands)
October 1, 2016 — December 31, 2016	$	4,236		$	2,160		$	6,396
2017	16,731			7,890			24,621
2018	706,426			6,617			713,043
2019	18,084			6,636			24,720
2020	6,303			6,656			12,959
2021 and beyond	1,305,337			619,873			1,925,210
Total principal	2,057,117			649,832			2,706,949
Unamortized discounts and premiums	(11,811		)	(2,905		)	(14,716		)
Unamortized debt issuance costs	(23,725		)	(13,703		)	(37,428		)
Total	$	2,021,581		$	633,224		$	2,654,805

Excess Cash Flow Payment

On March 2, 2016, Select made a principal prepayment of $10.2 million associated with its term loans (the “Select term loans”) in accordance with the provision in the Select credit facilities that requires mandatory prepayments of term loans as a result of annual excess cash flow as defined in the Select credit facilities.

Select Credit Facilities

On March 4, 2016, Select entered into an Additional Credit Extension Amendment (the “Additional Credit Extension Amendment”) to Select’s senior secured credit facility with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and lender, and the additional lenders named therein (the “Select credit facilities”). The Additional Credit Extension Amendment (i) provided for the lenders named therein to make available an aggregate of $625.0 million of Series F Tranche B Term Loans, (ii) extended the financial covenants through March 3, 2021, (iii) added a 1.00% prepayment premium for prepayments made with new term loans on or prior to March 4, 2017 if such new term loans have a lower yield than the Series F Tranche B Term Loans, and (iv) made certain other technical amendments to the Select credit facilities. The Series F Tranche B Term Loans bear interest at a rate per annum equal to the Adjusted LIBO Rate (as defined in the Select credit facilities, subject to an Adjusted LIBO Rate floor of 1.00%) plus 5.00% for Eurodollar Loans or the Alternate Base Rate (as defined in the Select credit facilities) plus 4.00% for Alternate Base Rate Loans (as defined in the Select credit facilities). Select is required to make principal payments on the Series F Tranche B Term Loans in quarterly installments on the last day of each of March, June, September and December, beginning June 30, 2016, in amounts equal to 0.25% of the aggregate principal amount of the Series F Tranche B Term Loans outstanding as of the date of the Additional Credit Extension Amendment. The balance of the

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Series F Tranche B Term Loans is payable on March 3, 2021. Except as specifically set forth in the Additional Credit Extension Amendment, the terms and conditions of the Series F Tranche B Term Loans are identical to the terms of the outstanding Series E Term B Loans under the Select credit facilities and the other loan documents to which Select is party.

Select used the proceeds of the Series F Tranche B Term Loans to (i) refinance in full the Series D Tranche B Term Loans due December 20, 2016, (ii) consummate the acquisition of Physiotherapy, and (iii) pay fees and expenses incurred in connection with the acquisition of Physiotherapy, the refinancing, and the Additional Credit Extension Amendment.

As a result of the Additional Credit Extension Amendment relating to the Series F Tranche B Term Loans, the interest rate payable on the Series E Tranche B Term Loans was increased from Adjusted LIBO plus 4.00% (subject to an Adjusted LIBO rate floor of 1.00%), or Alternative Base Rate plus 3.00%, to Adjusted LIBO plus 5.00% (subject to an Adjusted LIBO rate floor of 1.00%), or Alternative Base Rate plus 4.00%.

During the nine months ended September 30, 2016, the Company recognized a loss on early retirement of debt of $0.8 million relating to the repayment of the Series D Tranche B Term Loans under the Select credit facilities.

Concentra Credit Facilities

On September 26, 2016, Concentra entered into Amendment No. 1 (the “Concentra Credit Agreement Amendment”) to its first lien credit agreement (the “Concentra first lien credit agreement”) dated June 1, 2015. The Concentra first lien credit agreement initially provided for $500.0 million in first lien credit facilities composed of $450.0 million, seven-year term loans (“Concentra first lien term loan”) and a $50.0 million, five-year revolving credit facility (“Concentra revolving facility”).

The Concentra Credit Agreement Amendment provided an additional $200.0 million of first lien term loans due June 1, 2022, the proceeds of which were used to prepay in full Concentra’s second lien term loan due June 1, 2023; and also amended certain restrictive covenants to give Concentra greater operational flexibility.

The Concentra first lien term loan continues to bear interest at a rate equal to Adjusted LIBO (as defined in the Concentra first lien credit agreement) plus 3.00% (subject to an Adjusted LIBO floor of 1.00%), or Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus 2.00% (subject to an Alternate Base Rate floor of 2.00%). The Concentra first lien term loan amortizes in equal quarterly installments of $1.6 million through March 31, 2022, with the remaining unamortized aggregate principal due on the maturity date.

The reacquisition price of the second lien term loans was $202.0 million. The premium plus the expensing of unamortized deferred financing costs and original issuance discount resulted in a loss on early retirement of debt of $10.9 million during the three months ended September 30, 2016.

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8. Fair Value

Financial instruments include cash and cash equivalents, notes payable, and long-term debt. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments.

	December 31, 2015						September 30, 2016
	Face Value		Carrying Value		Fair Value		Face Value		Carrying Value		Fair Value
	(in thousands)
Select 6.375% senior notes(1)	$	710,000	$	700,867	$	623,948	$	710,000	$	702,124	$	698,853
Select credit facilities(2)	1,048,277		1,038,071		1,023,616		1,324,315		1,296,655		1,318,943
Concentra credit facilities(3)	652,750		629,659		645,392		643,870		627,262		642,260

(1) The carrying value includes unamortized premium of $1.2 million and $1.1 million at December 31, 2015 and September 30, 2016, respectively, and unamortized debt issuance costs of $10.4 million and $8.9 million at December 31, 2015 and September 30, 2016, respectively.

(2) The carrying value includes unamortized discounts of $2.8 million and $12.9 million at December 31, 2015 and September 30, 2016, respectively, and unamortized debt issuance costs of $7.4 million and $14.8 million at December 31, 2015 and September 30, 2016, respectively.

(3) The carrying value includes unamortized discounts of $2.9 million at both December 31, 2015 and September 30, 2016 and unamortized debt issuance costs of $20.2 million and $13.7 million at December 31, 2015 and September 30, 2016, respectively.

The fair value of the Select credit facilities and the Concentra credit facilities was based on quoted market prices for this debt in the syndicated loan market. The fair value of Select’s 6.375% senior notes debt was based on quoted market prices.

The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy. Level 2 in the fair value hierarchy is defined as inputs that are observable for the asset or liability, either directly or indirectly, which includes quoted prices for identical assets or liabilities in markets that are not active.

9. Segment Information

The Company’s reportable segments consist of: (i) specialty hospitals, (ii) outpatient rehabilitation, and (iii) Concentra. Other activities include the Company’s corporate shared services and certain other non-consolidating joint ventures and minority investments in other healthcare related businesses. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance of the segments based on Adjusted EBITDA. Adjusted EBITDA is defined as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, Concentra acquisition costs, Physiotherapy acquisition costs, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries.

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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, 2015
	Specialty Hospitals		Outpatient Rehabilitation		Concentra		Other			Total
	(in thousands)
Net operating revenues	$	562,328	$	199,593	$	258,969	$	233		$	1,021,123
Adjusted EBITDA	53,656		23,807		25,584		(18,536		)	84,511
Total assets	2,333,049		541,435		1,332,975		106,946			4,314,405
Capital expenditures	27,494		4,023		9,640		3,923			45,080

	Three Months Ended September 30, 2016
	Specialty Hospitals		Outpatient Rehabilitation(1)		Concentra		Other			Total
	(in thousands)
Net operating revenues	$	544,491	$	250,710	$	258,507	$	87		$	1,053,795
Adjusted EBITDA	48,264		31,995		40,888		(23,070		)	98,077
Total assets	2,461,751		977,431		1,327,438		78,785			4,845,405
Capital expenditures	24,378		6,234		2,720		4,670			38,002

	Nine Months Ended September 30, 2015
	Specialty Hospitals		Outpatient Rehabilitation		Concentra(2)		Other			Total
	(in thousands)
Net operating revenues	$	1,753,445	$	603,831	$	345,798	$	457		$	2,703,531
Adjusted EBITDA	241,575		74,662		36,783		(54,672		)	298,348
Total assets	2,333,049		541,435		1,332,975		106,946			4,314,405
Capital expenditures	81,329		11,048		13,494		8,121			113,992

	Nine Months Ended September 30, 2016
	Specialty Hospitals		Outpatient Rehabilitation(1)		Concentra		Other			Total
	(in thousands)
Net operating revenues	$	1,729,261	$	745,720	$	764,252	$	523		$	3,239,756
Adjusted EBITDA	217,759		99,006		118,080		(66,696		)	368,149
Total assets	2,461,751		977,431		1,327,438		78,785			4,845,405
Capital expenditures	79,366		15,032		10,647		13,215			118,260

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A reconciliation of Adjusted EBITDA to income before income taxes is as follows:

	Three Months Ended September 30, 2015
	Specialty Hospitals			Outpatient Rehabilitation			Concentra			Other			Total
	(in thousands)
Adjusted EBITDA	$	53,656		$	23,807		$	25,584		$	(18,536	)
Depreciation and amortization	(13,782		)	(3,247		)	(13,316		)	(1,127		)
Stock compensation expense	—			—			(811		)	(4,014		)
Income (loss) from operations	$	39,874		$	20,560		$	11,457		$	(23,677	)	$	48,214
Non-operating gain													29,647
Equity in earnings of unconsolidated subsidiaries													6,348
Interest expense													(33,052		)
Income before income taxes													$	51,157

	Three Months Ended September 30, 2016
	Specialty Hospitals			Outpatient Rehabilitation (1)			Concentra			Other			Total
	(in thousands)
Adjusted EBITDA	$	48,264		$	31,995		$	40,888		$	(23,070	)
Depreciation and amortization	(14,317		)	(6,159		)	(15,278		)	(1,411		)
Stock compensation expense	—			—			(193		)	(4,557		)
Income (loss) from operations	$	33,947		$	25,836		$	25,417		$	(29,038	)	$	56,162
Non-operating loss													(1,028		)
Loss on early retirement of debt													(10,853		)
Equity in earnings of unconsolidated subsidiaries													5,268
Interest expense													(44,482		)
Income before income taxes													$	5,067

	Nine Months Ended September 30, 2015
	Specialty Hospitals			Outpatient Rehabilitation			Concentra(2)			Other			Total
	(in thousands)
Adjusted EBITDA	$	241,575		$	74,662		$	36,783		$	(54,672	)
Depreciation and amortization	(40,409		)	(9,564		)	(17,510		)	(3,185		)
Stock compensation expense	—			—			(811		)	(9,664		)
Concentra acquisition costs	—			—			(4,715		)	—
Income (loss) from operations	$	201,166		$	65,098		$	13,747		$	(67,521	)	$	212,490
Non-operating gain													29,647
Equity in earnings of unconsolidated subsidiaries													12,788
Interest expense													(79,728		)
Income before income taxes													$	175,197

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	Nine Months Ended September 30, 2016
	Specialty Hospitals			Outpatient Rehabilitation(1)			Concentra			Other			Total
	(in thousands)
Adjusted EBITDA	$	217,759		$	99,006		$	118,080		$	(66,696	)
Depreciation and amortization	(42,022		)	(16,397		)	(45,570		)	(3,898		)
Stock compensation expense	—			—			(577		)	(12,347		)
Physiotherapy acquisition costs	—			—			—			(3,236		)
Income (loss) from operations	$	175,737		$	82,609		$	71,933		$	(86,177	)	$	244,102
Non-operating gain													37,094
Loss on early retirement of debt													(11,626		)
Equity in earnings of unconsolidated subsidiaries													14,466
Interest expense													(127,662		)
Income before income taxes													$	156,374

(1) The outpatient rehabilitation segment includes the operating results of contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016.

(2) The selected financial data for the Company’s Concentra segment for the periods presented begins as of June 1, 2015, which is the date the Concentra acquisition was consummated.

10. 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 for the periods indicated the calculation of income per common share in Holdings’ 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 income per common share, respectively:

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	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2015		2016		2015		2016
	(in thousands, except per share amounts)
Numerator:
Net income attributable to Select Medical Holdings Corporation	$	29,406	$	6,471	$	101,409	$	95,239
Less: Earnings allocated to unvested restricted stockholders	923		209		2,925		2,852
Net income available to common stockholders	$	28,483	$	6,262	$	98,484	$	92,387

Denominator:
Weighted average shares — basic	127,386		127,848		127,541		127,659
Effect of dilutive securities:
Stock options	263		141		303		145
Weighted average shares — diluted	127,649		127,989		127,844		127,804

Basic income per common share	$	0.22	$	0.05	$	0.77	$	0.72
Diluted income per common share	$	0.22	$	0.05	$	0.77	$	0.72

11. 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.

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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, from 2006 until April 2012, 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 replaces 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 U.S. Department of Justice notified the District Court of its decision not to intervene in the case, and the District Court thereafter approved a case management plan imposing certain deadlines.

In December 2015, the defendants filed a Motion to Dismiss the Second Amended Complaint on multiple grounds. One basis for the Motion to Dismiss was 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. The Affordable Care Act, enacted on March 23, 2010, altered the public disclosure bar language of the False Claims Act by, among other things, giving the United States the right to oppose dismissal of a case based on the public disclosure bar. In their Motion to Dismiss, the defendants contended that the public disclosure bar applies because substantially the same conduct as the plaintiff-relators have alleged had previously been publicly disclosed, including in a New York Times article and a prior qui tam case. A second basis for the defendants’ Motion to Dismiss was that the plaintiff-relators did not plead their claims with sufficient particularity, as required by the Federal Rules of Civil Procedure.

Then, based on the Affordable Care Act’s changes to the public disclosure bar language of the False Claims Act, 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. The defendants filed briefs challenging the United States’ contention that the statutory changes gives it an unfettered right to veto the applicability of the public disclosure bar. 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

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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 upcoding and the plaintiff-relators’ retaliation claims.

On October 17, 2016, the defendants filed a Motion seeking certification to file an interlocutory appeal with the United States Court of Appeals for the Seventh Circuit of the District Court’s ruling that the United States’ has the power to veto the application of the public disclosure bar to the defendants’ conduct from and after March 23, 2010. 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 federal District Court for the Eastern District of Tennessee unsealed a qui tam Complaint in Armes v. Garman, et al, No. 3:14-cv-00172-TAV-CCS, which named as defendants Select, Select Specialty Hospital—Knoxville, Inc. (‘‘SSH-Knoxville’’), Select Specialty Hospital—North Knoxville, Inc. and ten current or former employees of these facilities. The Complaint was unsealed after the United States and the State of Tennessee notified the court on July 13, 2015 that each had decided not to intervene in the case. The Complaint 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 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. 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.

Construction Commitments

At September 30, 2016, the Company had outstanding commitments under construction contracts related to new construction, improvements and renovations at the Company’s long term acute care properties, inpatient rehabilitation facilities, and Concentra centers totaling approximately $16.2 million.

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12. Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select’s 6.375% Senior Notes

Select’s 6.375% senior notes are fully and unconditionally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly owned subsidiaries (the ‘‘Subsidiary Guarantors’’) which is defined as a subsidiary where Select or a subsidiary of Select holds all of the outstanding ownership interests. Certain of Select’s subsidiaries did not guarantee the 6.375% senior notes (the ‘‘Non-Guarantor Subsidiaries,’’ including Group Holdings and its subsidiaries, which were designated as Non-Guarantor subsidiaries by Select’s board of directors at the closing of the Concentra acquisition, the ‘‘Non-Guarantor Concentra’’).

Select conducts a significant portion of its business through its subsidiaries. Presented below is condensed consolidating financial information for Select, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries, and Non-Guarantor Concentra at December 31, 2015 and September 30, 2016 and for the three and nine months ended September 30, 2015 and 2016.

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.

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Select Medical Corporation

Condensed Consolidating Balance Sheet

September 30, 2016

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors		Non-Guarantor Subsidiaries			Non-Guarantor Concentra		Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	71		$	4,692	$	4,140		$	59,320	$	—		$	68,223
Accounts receivable, net	—			385,135		91,629			120,516		(4,569		)(e)	592,711
Current deferred tax asset	13,208			23,273		4,023			10,143		—			50,647
Intercompany receivables	—			2,177,863		175,638			—		(2,353,501		)(a)	—
Prepaid income taxes	5,076			—		—			6,398		—			11,474
Other current assets	11,674			34,134		11,784			25,088		—			82,680
Total Current Assets	30,029			2,625,097		287,214			221,465		(2,358,070		)	805,735

Property and equipment, net	45,241			580,519		45,701			192,024		—			863,485
Investment in affiliates	4,587,985			90,815		—			—		(4,678,800		)(b) (c)	—
Goodwill	—			2,015,033		—			659,590		—			2,674,623
Other identifiable intangibles, net	—			103,511		—			234,709		—			338,220
Non-current deferred tax asset	15,215			—		—			—		(15,215		)(d)	—
Other assets	7,723			81,266		54,703			19,650		—			163,342

Total Assets	$	4,686,193		$	5,496,241	$	387,618		$	1,327,438	$	(7,052,085	)	$	4,845,405

Liabilities and Equity
Current Liabilities:
Bank overdrafts	$	20,151		$	—	$	—		$	—	$	—		$	20,151
Current portion of long-term debt and notes payable	4,836			469		1,963			5,422		—			12,690
Accounts payable	10,206			72,890		17,329			13,756		—			114,181
Intercompany payables	2,177,863			175,638		—			—		(2,353,501		)(a)	—
Accrued payroll	13,877			75,189		11,502			37,522		—			138,090
Accrued vacation	3,286			46,583		15,809			13,098		—			78,776
Accrued interest	31,387			4		4			1,569		—			32,964
Accrued other	44,347			55,704		9,671			32,709		—			142,431
Due to third party payors	—			15,634		—			—		(4,569		)(e)	11,065
Total Current Liabilities	2,305,953			442,111		56,278			104,076		(2,358,070		)	550,348

Long-term debt, net of current portion	2,004,106			599		9,607			627,803		—			2,642,115
Subordinate debt	(641,466		)	524,292		117,174			—		—			—
Non-current deferred tax liability	—			110,989		9,852			104,374		(15,215		)(d)	210,000
Other non-current liabilities	48,559			51,248		4,563			32,157		—			136,527

Total Liabilities	3,717,152			1,129,239		197,474			868,410		(2,373,285		)	3,538,990

Redeemable non-controlling interests	—			—		10,639			235,790		—			246,429

Stockholder’s Equity:
Common stock	0			—		—			—		—			0
Capital in excess of par	921,069			—		—			—		—			921,069
Retained earnings (accumulated deficit)	47,972			1,290,294		(37,700		)	1,730		(1,254,324		)(c)	47,972
Subsidiary investment	—			3,076,708		129,833			217,935		(3,424,476		)(b)	—
Total Select Medical Corporation Stockholder’s Equity	969,041			4,367,002		92,133			219,665		(4,678,800		)	969,041

Non-controlling interest	—			—		87,372			3,573		—			90,945
Total Equity	969,041			4,367,002		179,505			223,238		(4,678,800		)	1,059,986

Total Liabilities and Equity	$	4,686,193		$	5,496,241	$	387,618		$	1,327,438	$	(7,052,085	)	$	4,845,405

(a) Elimination of intercompany.

(b) Elimination of investments in consolidated subsidiaries.

(d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation.

(e) Reclass of accounts receivable, net to report a net due to third party payor liability in consolidation.

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Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2016

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Net operating revenues	$	85		$	654,966		$	140,237		$	258,507		$	—		$	1,053,795

Costs and expenses:
Cost of services	626			540,053			162,594			212,430			—			915,703
General and administrative	26,967			121			—			—			—			27,088
Bad debt expense	—			9,671			2,624			5,382			—			17,677
Depreciation and amortization	1,411			17,363			3,113			15,278			—			37,165
Total costs and expenses	29,004			567,208			168,331			233,090			—			997,633

Income (loss) from operations	(28,919		)	87,758			(28,094		)	25,417			—			56,162

Other income and expense:
Intercompany interest and royalty fees	(1,613		)	(26,871		)	28,484			—			—			—
Intercompany management fees	33,693			(25,728		)	(7,965		)	—			—			—
Loss on early retirement of debt	—			—			—			(10,853		)	—			(10,853		)
Equity in earnings of unconsolidated subsidiaries	—			5,238			30			—			—			5,268
Non-operating gain (loss)	(6,963		)	5,935			—			—			—			(1,028		)
Interest expense	(24,353		)	(8,013		)	(1,952		)	(10,164		)	—			(44,482		)

Income (loss) from operations before income taxes	(28,155		)	38,319			(9,497		)	4,400			—			5,067

Income tax expense (benefit)	5,701			(7,365		)	1,565			1,174			—			1,075
Equity in earnings of subsidiaries	40,327			(6,347		)	—			—			(33,980		)(a)	—

Net income (loss)	6,471			39,337			(11,062		)	3,226			(33,980		)	3,992

Less: Net income (loss) attributable to non-controlling interests	—			—			(4,810		)	2,331			—			(2,479		)

Net income (loss) attributable to Select Medical Corporation	$	6,471		$	39,337		$	(6,252	)	$	895		$	(33,980	)	$	6,471

(a) Elimination of equity in earnings of subsidiaries.

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Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2016

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Net operating revenues	$	522		$	2,086,884		$	388,098		$	764,252		$	—		$	3,239,756

Costs and expenses:
Cost of services	1,576			1,689,064			431,796			632,514			—			2,754,950
General and administrative	81,198			28			—			—			—			81,226
Bad debt expense	—			30,634			6,722			14,235			—			51,591
Depreciation and amortization	3,898			49,744			8,675			45,570			—			107,887
Total costs and expenses	86,672			1,769,470			447,193			692,319			—			2,995,654

Income (loss) from operations	(86,150		)	317,414			(59,095		)	71,933			—			244,102

Other income and expense:
Intercompany interest and royalty fees	(4,203		)	(76,817		)	81,020			—			—			—
Intercompany management fees	127,832			(107,532		)	(20,300		)	—			—			—
Loss on early retirement of debt	(773		)	—			—			(10,853		)	—			(11,626		)
Equity in earnings of unconsolidated subsidiaries	—			14,384			82			—			—			14,466
Non-operating gain	33,932			3,162			—			—			—			37,094
Interest expense	(70,243		)	(21,332		)	(5,442		)	(30,645		)	—			(127,662		)

Income (loss) from operations before income taxes	395			129,279			(3,735		)	30,435			—			156,374

Income tax expense	13,840			24,620			2,172			10,953			—			51,585
Equity in earnings of subsidiaries	108,684			(4,053		)	—			—			(104,631		)(a)	—

Net income (loss)	95,239			100,606			(5,907		)	19,482			(104,631		)	104,789

Less: Net income (loss) attributable to non-controlling interests	—			—			(2,082		)	11,632			—			9,550

Net income (loss) attributable to Select Medical Corporation	$	95,239		$	100,606		$	(3,825	)	$	7,850		$	(104,631	)	$	95,239

(a) Elimination of equity in earnings of subsidiaries.

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Select Medical Corporation

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2016

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Operating activities
Net income (loss)	$	95,239		$	100,606		$	(5,907	)	$	19,482		$	(104,631	)(a)	$	104,789
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries	—			70			16,075			—			—			16,145
Depreciation and amortization	3,898			49,744			8,675			45,570			—			107,887
Amortization of leasehold interests	—			58			—			399			—			457
Provision for bad debts	—			30,634			6,722			14,235			—			51,591
Equity in earnings of unconsolidated subsidiaries	—			(14,384		)	(82		)	—			—			(14,466		)
Loss on early retirement of debt	773			—			—			10,853			—			11,626
Loss (gain) on disposal of assets	225			(107		)	185			(21		)	—			282
Gain on sale of assets and businesses	(33,932		)	(8,260		)	—			—			—			(42,192		)
Gain on sale of equity method investment	—			(241		)	—			—			—			(241		)
Impairment on equity investment	—			5,339			—			—			—			5,339
Stock compensation expense	12,347			—			—			577			—			12,924
Amortization of debt discount, premium and issuance costs	9,289			—			—			2,556			—			11,845
Deferred income taxes	(902		)	—			—			(12,186		)	—			(13,088		)
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Equity in earnings of subsidiaries	(108,684		)	4,053			—			—			104,631		(a)	—
Accounts receivable	—			3,772			(25,450		)	(19,098		)	—			(40,776		)
Other current assets	(1,153		)	9,685			(6,053		)	9,615			—			12,094
Other assets	(3,881		)	53,125			(54,044		)	9,489			—			4,689
Accounts payable	(239		)	(22,374		)	332			4,529			—			(17,752		)
Accrued expenses	19,692			22,231			13,606			(2,533		)	—			52,996
Due to third party payors	—			15,634			(4,569		)	—			—			11,065
Income taxes	2,716			—			—			2,317			—			5,033
Net cash provided by (used in) operating activities	(4,612		)	249,585			(50,510		)	85,784			—			280,247

Investing activities
Purchases of property and equipment	(13,315		)	(58,441		)	(35,857		)	(10,647		)	—			(118,260		)
Proceeds from sale of assets and businesses	63,418			7,964			6			—			—			71,388
Investment in businesses	—			(3,140		)	—			—			—			(3,140		)
Proceeds from sale of equity investment	—			1,241			—			—			—			1,241
Acquisition of businesses, net of cash acquired	(406,305		)	(3,523		)	—			(4,403		)	—			(414,231		)
Net cash used in investing activities	(356,202		)	(55,899		)	(35,851		)	(15,050		)	—			(463,002		)

Financing activities
Borrowings on revolving facilities	420,000			—			—			—			—			420,000
Payments on revolving facilities	(540,000		)	—			—			(5,000		)	—			(545,000		)
Net proceeds from term loans	600,127			—			—			195,217			—			795,344
Payments on term loans	(228,962		)	—			—			(205,880		)	—			(434,842		)
Borrowings of other debt	8,748			—			12,237			2,816			—			23,801
Principal payments on other debt	(10,971		)	(528		)	(1,813		)	(2,165		)	—			(15,477		)
Dividends paid to Holdings	(1,939		)	—			—			—			—			(1,939		)
Equity investment by Holdings	1,488			—			—			—			—			1,488
Intercompany	116,274			(190,878		)	74,604			—			—			—
Proceeds from issuance of non-controlling interest	—			—			11,846			—			—			11,846
Repayments of bank overdrafts	(8,464		)	—			—			—			—			(8,464		)
Tax benefit from stock based awards	514			—			—			—			—			514
Purchase of non-controlling interests	—			(1,294		)	(236		)	—			—			(1,530		)
Distributions to non-controlling interests	—			—			(6,762		)	(2,436		)	—			(9,198		)

Net cash provided by (used in) financing activities	356,815			(192,700		)	89,876			(17,448		)	—			236,543

Net increase (decrease) in cash and cash equivalents	(3,999		)	986			3,515			53,286			—			53,788

Cash and cash equivalents at beginning of period	4,070			3,706			625			6,034						14,435
Cash and cash equivalents at end of period	$	71		$	4,692		$	4,140		$	59,320		$	—		$	68,223

(a) Elimination of equity in earnings of consolidated subsidiaries.

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Select Medical Corporation

Condensed Consolidating Balance Sheet

December 31, 2015

	Select (Parent Company Only)			Subsidiary Guarantors		Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	4,070		$	3,706	$	625		$	6,034		$	—		$	14,435
Accounts receivable, net	—			419,554		68,332			115,672			—			603,558
Current deferred tax asset	11,556			6,733		4,761			5,638			—			28,688
Intercompany receivables	—			1,974,229		127,373			—			(2,101,602		)(a)	—
Prepaid income taxes	7,979			—		—			8,715			—			16,694
Other current assets	10,521			34,887		5,731			34,640			—			85,779
Total Current Assets	34,126			2,439,109		206,822			170,699			(2,101,602		)	749,154

Property and equipment, net	38,872			548,820		61,126			215,306			—			864,124
Investment in affiliates	4,111,682			66,015		—			—			(4,177,697		)(b) (c)	—
Goodwill	—			1,663,974		—			650,650			—			2,314,624
Other identifiable intangibles, net	—			72,776		—			245,899			—			318,675
Non-current deferred tax asset	12,297			—		—			—			(12,297		)(d)	—
Other assets	3,842			108,524		659			29,076			—			142,101

Total Assets	$	4,200,819		$	4,899,218	$	268,607		$	1,311,630		$	(6,291,596	)	$	4,388,678

Liabilities and Equity
Current Liabilities:
Bank overdrafts	$	28,615		$	—	$	—		$	—		$	—		$	28,615
Current portion of long-term debt and notes payable	221,769			197		939			2,261			—			225,166
Accounts payable	10,445			101,156		16,997			8,811			—			137,409
Intercompany payables	1,974,229			127,373		—			—			(2,101,602		)(a)	—
Accrued payroll	22,970			66,908		3,916			27,195			—			120,989
Accrued vacation	6,406			50,254		9,363			7,954			—			73,977
Accrued interest	6,315			3		—			3,083			—			9,401
Accrued other	38,883			42,939		9,866			42,040			—			133,728
Total Current Liabilities	2,309,632			388,830		41,081			91,344			(2,101,602		)	729,285

Long-term debt, net of current portion	984,744			452,417		90,860			632,709			—			2,160,730
Non-current deferred tax liability	—			114,394		9,239			107,369			(12,297		)(d)	218,705
Other non-current liabilities	47,190			41,904		4,798			39,328			—			133,220

Total Liabilities	3,341,566			997,545		145,978			870,750			(2,113,899		)	3,241,940

Redeemable non-controlling interests	—			870		11,224			226,127			—			238,221

Stockholder’s Equity:
Common stock	0			—		—			—			—			0
Capital in excess of par	904,375			—		—			—			—			904,375
Retained earnings (accumulated deficit)	(45,122		)	1,189,688		(8,932		)	(6,120		)	(1,174,636		)(c)	(45,122		)
Subsidiary investment	—			2,711,115		74,011			217,935			(3,003,061		)(b)	—
Total Select Medical Corporation Stockholder’s Equity	859,253			3,900,803		65,079			211,815			(4,177,697		)	859,253

Non-controlling interest	—			—		46,326			2,938			—			49,264
Total Equity	859,253			3,900,803		111,405			214,753			(4,177,697		)	908,517

Total Liabilities and Equity	$	4,200,819		$	4,899,218	$	268,607		$	1,311,630		$	(6,291,596	)	$	4,388,678

(a) Elimination of intercompany.

(b) Elimination of investments in consolidated subsidiaries.

(d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation.

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Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2015

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Net operating revenues	$	233		$	644,458		$	117,463		$	258,969		$	—		$	1,021,123

Costs and expenses:
Cost of services	581			568,272			102,400			229,696			—			900,949
General and administrative	22,169			32			—			—			—			22,201
Bad debt expense	—			12,002			1,785			4,500			—			18,287
Depreciation and amortization	1,128			14,338			2,690			13,316			—			31,472
Total costs and expenses	23,878			594,644			106,875			247,512			—			972,909

Income (loss) from operations	(23,645		)	49,814			10,588			11,457			—			48,214

Other income and expense:
Intercompany interest and royalty fees	(355		)	347			8			—			—			—
Intercompany management fees	(1,967		)	7,955			(5,988		)	—			—			—
Non-operating gain	—			29,647			—			—			—			29,647
Equity in earnings of unconsolidated subsidiaries	—			6,319			29			—			—			6,348
Interest expense	(15,029		)	(6,091		)	(1,577		)	(10,355		)	—			(33,052		)

Income (loss) from operations before income taxes	(40,996		)	87,991			3,060			1,102			—			51,157

Income tax expense (benefit)	(13,708		)	32,841			(346		)	(440		)	—			18,347
Equity in earnings of subsidiaries	56,694			1,226			—			—			(57,920		)(a)	—

Net income	29,406			56,376			3,406			1,542			(57,920		)	32,810

Less: Net income attributable to non-controlling interests	—			10			2,121			1,273			—			3,404

Net income attributable to Select Medical Corporation	$	29,406		$	56,366		$	1,285		$	269		$	(57,920	)	$	29,406

(a) Elimination of equity in earnings of subsidiaries.

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Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2015

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Net operating revenues	$	457		$	1,994,703		$	362,573		$	345,798		$	—		$	2,703,531

Costs and expenses:
Cost of services	1,591			1,693,968			309,206			304,448			—			2,309,213
General and administrative	63,387			(185		)	—			4,715			—			67,917
Bad debt expense	—			30,737			7,128			5,378			—			43,243
Depreciation and amortization	3,186			42,020			7,952			17,510			—			70,668
Total costs and expenses	68,164			1,766,540			324,286			332,051			—			2,491,041

Income (loss) from operations	(67,707		)	228,163			38,287			13,747			—			212,490

Other income and expense:
Intercompany interest and royalty fees	(952		)	933			19			—			—			—
Intercompany management fees	37,320			(18,911		)	(18,409		)	—			—			—
Non-operating gain	—			29,647			—			—			—			29,647
Equity in earnings of unconsolidated subsidiaries	—			12,718			70			—			—			12,788
Interest expense	(43,210		)	(18,177		)	(4,617		)	(13,724		)	—			(79,728		)

Income (loss) from operations before income taxes	(74,549		)	234,373			15,350			23			—			175,197

Income tax expense (benefit)	(25,644		)	93,461			(1,634		)	(1,135		)	—			65,048
Equity in earnings of subsidiaries	150,314			9,536			—			—			(159,850		)(a)	—

Net income	101,409			150,448			16,984			1,158			(159,850		)	110,149

Less: Net income attributable to non-controlling interests	—			41			7,402			1,297			—			8,740

Net income (loss) attributable to Select Medical Corporation	$	101,409		$	150,407		$	9,582		$	(139	)	$	(159,850	)	$	101,409

(a) Elimination of equity in earnings of subsidiaries.

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Select Medical Corporation

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2015

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)
Operating activities
Net income	$	101,409		$	150,448		$	16,984		$	1,158		$	(159,850	)(a)	$	110,149
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries	—			11,737			77			—			—			11,814
Depreciation and amortization	3,186			42,020			7,952			17,510			—			70,668
Provision for bad debts	—			30,737			7,128			5,378			—			43,243
Equity in earnings of unconsolidated subsidiaires	—			(12,718		)	(70		)	—			—			(12,788		)
Gain on sale of assets and businesses	—			(1,257		)	(6		)	(1		)	—			(1,264		)
Gain on sale of equity investment	—			(29,647		)	—			—			—			(29,647		)
Stock compensation expense	8,433			—			—			811			—			9,244
Amortization of debt discount, premium and issuance costs	5,500			—			—			1,246			—			6,746
Deferred income taxes	(6,925		)	—			—			—			—			(6,925		)
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Equity in earnings of subsidiaries	(150,314		)	(9,536		)	—			—			159,850		(a)	—
Accounts receivable	—			(35,725		)	(6,085		)	(6,968		)	—			(48,778		)
Other current assets	(2,090		)	(2,006		)	(12		)	(472		)	—			(4,580		)
Other assets	5,833			(1,546		)	253			—			—			4,540
Accounts payable	(572		)	8,139			(2,011		)	(2,509		)	—			3,047
Accrued expenses	12,541			15,433			2,713			2,029			—			32,716
Income taxes	18,410			—			—			(3,164		)	—			15,246
Net cash provided by (used in) operating activities	(4,589		)	166,079			26,923			15,018			—			203,431

Investing activities
Purchases of property and equipment	(8,119		)	(87,070		)	(5,309		)	(13,494		)	—			(113,992		)
Proceeds from sale of assets	—			1,519			9			14			—			1,542
Investment in businesses	—			(826		)	(877		)	—			—			(1,703		)
Proceeds from sale of equity investment	—			33,096			—			—			—			33,096
Acquisition of businesses, net of cash acquired	—			—			(2,686		)	(1,047,186		)	—			(1,049,872		)
Net cash used in investing activities	(8,119		)	(53,281		)	(8,863		)	(1,060,666		)	—			(1,130,929		)

Financing activities
Borrowings on revolving facilities	830,000			—			—			10,000			—			840,000
Payments on revolving facilities	(665,000		)	—			—			(10,000		)	—			(675,000		)
Net proceeds from term loans	—			—			—			623,575			—			623,575
Payments on term loans	(26,884		)	—			—			—			—			(26,884		)
Borrowings of other debt	6,486			—			1,547			3,008			—			11,041
Principal payments on other debt	(8,800		)	(1,313		)	(796		)	(2,258		)	—			(13,167		)
Dividends paid to Holdings	(26,751		)	—			—			—			—			(26,751		)
Equity investment by Holdings	1,604			—			—			—			—			1,604
Proceeds from issuance of non-controlling interests	—			—			—			217,065			—			217,065
Proceeds from bank overdrafts	2,353			—			—			—			—			2,353
Tax benefit from stock based awards	383			—			—			—			—			383
Intercompany	(95,683		)	(109,796		)	(12,456		)	217,935			—			—
Distributions to non-controlling interests	—			—			(6,470		)	(970		)	—			(7,440		)
Net cash provided by (used in) financing activities	17,708			(111,109		)	(18,175		)	1,058,355			—			946,779

Net increase (decrease) in cash and cash equivalents	5,000			1,689			(115		)	12,707			—			19,281

Cash and cash equivalents at beginning of period	70			2,454			830			—			—			3,354
Cash and cash equivalents at end of period	$	5,070		$	4,143		$	715		$	12,707		$	—		$	22,635

(a) Elimination of equity in earnings of consolidated subsidiaries.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINA NCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion together with our unaudited condensed consolidated financial statements and accompanying notes.

Forward-Looking Statements

This report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “target,” “estimate,” “project,” “intend” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement our strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding our services, the expansion of our services, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

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

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

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

· the failure of our facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our net operating revenues and profitability to decline;

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

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

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· our plans and expectations related to the Concentra and Physiotherapy acquisitions and our inability to realize anticipated synergies;

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

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

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

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

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

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

· other factors discussed from time to time in our filings with the SEC, including factors discussed under the section entitled, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 as such risk factors may be updated from time to time in our periodic filings with the SEC.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to securities analysts any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any securities analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of the Company.

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Overview

We began operations in 1997, and we believe that we are one of the largest operators of specialty hospitals and outpatient rehabilitation clinics in the United States based on number of facilities. On March 4, 2016, we acquired Physiotherapy, a national provider of outpatient physical rehabilitation care, which operated 574 clinics nationwide. As of September 30, 2016, we operated 123 specialty hospitals in 27 states and 1,603 outpatient rehabilitation clinics in 37 states and the District of Columbia. Concentra, which is operated through a joint venture subsidiary, provides occupational medicine, consumer health, physical therapy, and veteran’s healthcare services throughout the United States. As of September 30, 2016, Concentra operated 301 medical centers in 38 states. Concentra also provides contract services at employer worksites and operates Department of Veterans Affairs community-based outpatient clinics (‘‘CBOCs”). On March 31, 2016, we sold our contract therapy businesses. As of September 30, 2016, we had operations in 46 states and the District of Columbia.

We manage our Company through three business segments: specialty hospitals, outpatient rehabilitation, and the Concentra segment. We had net operating revenues of $3,239.8 million for the nine months ended September 30, 2016. Of this total, we earned approximately 53% of our net operating revenues from our specialty hospitals segment, approximately 23% from our outpatient rehabilitation segment, and approximately 24% from our Concentra segment. Our specialty hospitals segment consists of hospitals designed to serve the needs of long term acute care patients and hospitals designed to serve patients that require intensive medical rehabilitation care. Patients are typically admitted to our specialty hospitals from general acute care hospitals. These patients have specialized needs, and serious and often complex medical conditions such as respiratory failure, neuromuscular disorders, traumatic brain and spinal cord injuries, strokes, non-healing wounds, cardiac disorders, renal disorders, and cancer. Our outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services. Our outpatient rehabilitation patients are typically diagnosed with musculoskeletal impairments that restrict their ability to perform normal activities of daily living. Our Concentra segment consists of medical centers and contract services provided at employer worksites and Department of Veterans Affairs CBOCs that deliver occupational medicine, consumer health, physical therapy, and veteran’s healthcare services.

Non-GAAP Measure

We believe that the presentation of Adjusted EBITDA income (loss) (“Adjusted EBITDA”) is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of our operating units. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”). Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, income from operations, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

We define Adjusted EBITDA as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, Concentra acquisition costs, Physiotherapy acquisition costs, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries. We will refer to Adjusted EBITDA throughout the remainder of Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should refer to the following table which

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reconciles the relationship of net income and income from operations to Adjusted EBITDA, whenever we refer to Adjusted EBITDA:

Non-GAAP Measure Reconciliation

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2016			2015			2016
	(in thousands)
Net income	$	32,810		$	3,992		$	110,149		$	104,789
Income tax expense	18,347			1,075			65,048			51,585
Interest expense	33,052			44,482			79,728			127,662
Non-operating loss (gain)	(29,647		)	1,028			(29,647		)	(37,094		)
Equity in earnings of unconsolidated subsidiaries	(6,348		)	(5,268		)	(12,788		)	(14,466		)
Loss on early retirement of debt	—			10,853			—			11,626
Income from operations	$	48,214		$	56,162		$	212,490		$	244,102
Stock compensation expense:
Included in general and administrative	3,433			3,932			8,073			10,771
Included in cost of services	1,392			818			2,402			2,153
Depreciation and amortization	31,472			37,165			70,668			107,887
Physiotherapy acquisition costs	—			—			—			3,236
Concentra acquisition costs	—			—			4,715			—
Adjusted EBITDA	$	84,511		$	98,077		$	298,348		$	368,149

Summary Financial Results

Consolidated Operating Results for the Three Months Ended September 30, 2016

For the three months ended September 30, 2016, our net operating revenues increased 3.2% to $1,053.8 million, compared to $1,021.1 million for the three months ended September 30, 2015. We had income from operations of $56.2 million for the three months ended September 30, 2016, compared to $48.2 million for the three months ended September 30, 2015. Net income was $4.0 million for the three months ended September 30, 2016, which includes a pre-tax non-operating loss of $1.0 million and a pre-tax loss on early retirement of debt of $10.9 million. Net income was $32.8 million for the three months ended September 30, 2015, which includes a pre-tax non-operating gain of $29.6 million. Our Adjusted EBITDA for the three months ended September 30, 2016 increased 16.1% to $98.1 million, compared to $84.5 million for the three months ended September 30, 2015, and our Adjusted EBITDA margin was 9.3% for the three months ended September 30, 2016, compared to 8.3% for the three months ended September 30, 2015.

Consolidated Operating Results for the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2016, our net operating revenues increased 19.8% to $3,239.8 million, compared to $2,703.5 million for the nine months ended September 30, 2015. We had income from operations of $244.1 million for the nine months ended September 30, 2016, compared to $212.5 million for the nine months ended September 30, 2015. Net income was $104.8 million for the nine months ended September 30, 2016, which includes a pre-tax non-operating gain of $37.1 million and a pre-tax loss on early retirement of debt of $11.6 million. Net income was $110.1 million for the nine months ended September 30, 2015, which includes a pre-tax non-operating gain of $29.6 million. Our Adjusted EBITDA for the nine months ended September 30, 2016 increased 23.4% to $368.1 million, compared to $298.3 million for the nine months ended

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September 30, 2015, and our Adjusted EBITDA margin was 11.4% for the nine months ended September 30, 2016, compared to 11.0% for the nine months ended September 30, 2015.

Medicare Reimbursement of LTCH Services — Patient Criteria

As discussed below under “ Regulatory Changes — Medicare Reimbursement of LTCH Services — Patient Criteria ,” new Medicare regulations, which establish new payment limits for Medicare patients discharged from an LTCH who do not meet specified patient criteria, began to be phased in to our LTCHs in the fourth quarter of 2015. As of September 30, 2016, all of our LTCHs are now operating under the new payment rules.

New Specialty Hospitals

Select’s development of new specialty hospitals can result in start-up costs exceeding net operating revenues, if any, causing Adjusted EBITDA losses during the start-up period. Adjusted EBITDA losses for start-up hospitals were $9.0 million for the three months ended September 30, 2016, compared to $3.1 million for the three months ended September 30, 2015. Adjusted EBITDA losses for start-up hospitals were $19.4 million for the nine months ended September 30, 2016, compared to $11.9 million for the nine months ended September 30, 2015.

Significant Events

Physiotherapy Acquisition

On March 4, 2016, Select consummated the acquisition of 100% of the issued and outstanding equity securities of Physiotherapy. Select financed the acquisition using a combination of cash on hand and a portion of the proceeds from the Series F Tranche B Term Loans under the Select credit facilities, as discussed below. Acquisition costs of $3.2 million were recognized as part of general and administrative expense on the consolidated statements of operations.

Sale of Businesses

Indebtedness

On September 26, 2016, Concentra entered into the Concentra Credit Agreement Amendment to the Concentra first lien credit agreement. The amended agreement provided an additional $200.0 million of first lien term loans due June 1, 2022, the net proceeds of which, together with cash on hand, were used to prepay in full Concentra’s second lien term loan due June 1, 2023. The reacquisition price of the second lien term loans was $202.0 million, and the prepayment resulted in a loss on early retirement of debt of $10.9 million during the three months ended September 30, 2016.

On March 4, 2016, Select entered into an additional credit extension amendment to the Select credit facilities, which among other changes, provided for the lenders named therein to make available an aggregate of $625.0 million of Series F Tranche B Term Loans. Select used the proceeds of the Series F Tranche B Term

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Loans and cash on hand to (i) refinance in full the Series D Tranche B Term Loans due December 20, 2016, (ii) consummate the acquisition of Physiotherapy, and (iii) pay fees and expenses incurred in connection with the transactions. During the nine months ended September 30, 2016, we recognized a loss on early retirement of debt of $0.8 million.

Regulatory Changes

Our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016, contains a detailed discussion of the regulations that affect our business in Part I — Business — Government Regulations. The following is a discussion of recent regulatory changes that have affected our results of operations in 2015 and 2016 or may have an effect on our future results of operations. The information below should be read in conjunction with the more detailed discussion of regulations contained in our Form 10-K.

Medicare Reimbursement

The Medicare program reimburses healthcare providers for services furnished to Medicare beneficiaries, which are generally persons age 65 and older, those who are chronically disabled, and those suffering from end stage renal disease. The program is governed by the Social Security Act of 1965 and is administered primarily by the Department of Health and Human Services and CMS. Net operating revenues generated directly from the Medicare program represented approximately 30% of our consolidated net operating revenues for the nine months ended September 30, 2016 and 37% of our consolidated net operating revenues for the year ended December 31, 2015. The principal causes of the decrease in Medicare net operating revenues as a percentage of our total net operating revenues are the acquisitions of Concentra on June 1, 2015, and Physiotherapy on March 4, 2016, which both have a significantly lower relative percentage of Medicare net operating revenues as compared to our historical business prior to the acquisitions. Since the percentage of net operating revenues generated directly from the Medicare program have been historically higher in our specialty hospitals segment as compared to our outpatient rehabilitation and Concentra segments, we anticipate that the percentage of net operating revenues generated directly from the Medicare program will continue to decrease to the extent growth in our outpatient rehabilitation and Concentra segments outpaces growth in our specialty hospitals segment.

The Medicare program reimburses our LTCHs, inpatient rehabilitation facilities (“IRFs”) and outpatient rehabilitation providers, using different payment methodologies.

The Medicare Access and CHIP Reauthorization Act of 2015, enacted on April 16, 2015, reforms Medicare payment policy for services paid under the Medicare physician fee schedule, including our outpatient rehabilitation services. The law repeals the sustainable growth rate (the ‘‘SGR’’) formula effective January 1, 2015, and establishes a new payment framework consisting of specified updates to the Medicare physician fee schedule, a new Merit-Based Incentive Payment System (‘‘MIPS’’), and incentives for participation in alternative payment models (‘‘APMs’’). To finance these provisions, the Medicare Access and CHIP Reauthorization Act of 2015 reduces market basket updates for post-acute care providers, including LTCHs and IRFs, among other Medicare payment cuts. As noted below, the law sets the annual prospective payment system update for fiscal year 2018 at 1% for LTCHs and IRFs, as well as skilled nursing facilities, home health agencies, and hospices. The law also extends the exceptions process for outpatient therapy caps through December 31, 2017.

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Medicare Reimbursement of LTCH Services

There have been significant regulatory changes affecting LTCHs that have affected our net operating revenues and, in some cases, caused us to change our operating models and strategies. We have been subject to regulatory changes that occur through the rulemaking procedures of CMS. All Medicare payments to our LTCHs are made in accordance with long-term care hospital prospective payment system (“LTCH-PPS”). Proposed rules specifically related to LTCHs are generally published in April or May, finalized in August and effective on October 1st of each year.

The following is a summary of significant changes to the Medicare prospective payment system for LTCHs which have affected our results of operations, as well as proposed policy and payment rate changes that may affect our future results of operations.

Fiscal Year 2015. On August 22, 2014, CMS published the final rule updating policies and payment rates for LTCH-PPS for fiscal year 2015 (affecting discharges and cost reporting periods beginning on or after October 1, 2014 through September 30, 2015). The standard federal rate was set at $41,044, an increase from the standard federal rate applicable during fiscal year 2014 of $40,607. The update to the standard federal rate for fiscal year 2015 included a market basket increase of 2.9%, less a productivity adjustment of 0.5%, less a reduction of 0.2% mandated by the Affordable Care Act (“ACA”), and less a budget neutrality adjustment of 1.266%. The fixed-loss amount for high cost outlier cases was set at $14,972, an increase from the fixed-loss amount in the 2014 fiscal year of $13,314.

Fiscal Year 2016. On August 17, 2015, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2016 (affecting discharges and cost reporting periods beginning on or after October 1, 2015 through September 30, 2016). The standard federal rate was set at $41,763, an increase from the standard federal rate applicable during fiscal year 2015 of $41,044. The update to the standard federal rate for fiscal year 2016 includes a market basket increase of 2.4%, less a productivity adjustment of 0.5%, and less a reduction of 0.2% mandated by the ACA. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $16,423, an increase from the fixed-loss amount in the 2015 fiscal year of $14,972. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate described below was set at $22,538.

Fiscal Year 2017. On August 22, 2016, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2017 (affecting discharges and cost reporting periods beginning on or after October 1, 2016 through September 30, 2017). The standard federal rate was set at $42,476, an increase from the standard federal rate applicable during fiscal year 2016 of $41,763. The update to the standard federal rate for fiscal year 2017 includes a market basket increase of 2.8%, less a productivity adjustment of 0.3%, and less a reduction of 0.75% mandated by the ACA. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $21,943, an increase from the fixed-loss amount in the 2016 fiscal year of $16,423. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate was set at $23,570, an increase from the fixed-loss amount in the 2016 fiscal year of $22,538.

Medicare Market Basket Adjustments

The ACA instituted a market basket payment adjustment to LTCHs. In fiscal years 2017 through 2019, the market basket update will be reduced by 0.75%. The Medicare Access and CHIP Reauthorization Act of 2015 sets the annual update for fiscal year 2018 at 1% after taking into account the market basket payment reduction of 0.75% mandated by the ACA. The ACA specifically allows these market basket reductions to result in less than a 0% payment update and payment rates that are less than the prior year. For fiscal year 2017, CMS is rebasing the LTCH-specific market basket by replacing the 2009-based LTCH-specific market basket

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with a 2013-based LTCH-specific market basket that is based on Medicare cost report data from cost reporting periods beginning on or after October 1, 2012 and before October 1, 2013.

Patient Criteria

The BBA of 2013, enacted December 26, 2013, establishes new payment limits for Medicare patients discharged from an LTCH who do not meet specified criteria. Specifically, for Medicare patients discharged in cost reporting periods beginning on or after October 1, 2015, LTCHs will be reimbursed under LTCH-PPS only if, immediately preceding the patient’s LTCH admission, the patient was discharged from a general acute care hospital paid under IPPS and the patient’s stay included at least three days in an intensive care unit (ICU) or coronary care unit (CCU) or the patient is assigned to a Medicare severity diagnosis-related group for LTCHs (“MS-LTC-DRG”) for cases receiving at least 96 hours of ventilator services in the LTCH. In addition, to be paid under LTCH-PPS the patient’s discharge from the LTCH may not include a principal diagnosis relating to psychiatric or rehabilitation services. For any Medicare patient who does not meet the new criteria, the LTCH will be paid a lower “site-neutral” payment rate, which will be the lower of (1) the inpatient prospective payment system (“IPPS”) comparable per-diem payment rate capped at the Medicare severity diagnosis-related group (“MS-DRG”) including any outlier payments, or (2) 100 percent of the estimated costs for services.

The BBA of 2013 provides for a transition to the site-neutral payment rate for those patients not paid under LTCH-PPS. During the transition period (cost reporting periods beginning on or after October 1, 2015 through September 30, 2017), a blended rate will be paid for Medicare patients not meeting the new criteria. The blended rate will comprise half the site-neutral payment rate and half the LTCH-PPS payment rate. For discharges in cost reporting periods beginning on or after October 1, 2017, only the site-neutral payment rate will apply for Medicare patients not meeting the new criteria.

In addition, for cost reporting periods beginning on or after October 1, 2019, qualifying discharges from an LTCH will continue to be paid at the LTCH-PPS payment rate, unless the number of discharges for which payment is made under the site-neutral payment rate is greater than 50% of the total number of discharges from the LTCH. If the number of discharges for which payment is made under the site-neutral payment rate is greater than 50%, then beginning in the next cost reporting period all discharges from the LTCH will be reimbursed at the site-neutral payment rate. The BBA of 2013 requires CMS to establish a process for an LTCH subject to the site-neutral payment rate to re-qualify for payment under LTCH-PPS.

Payment adjustments, including the interrupted stay policy and the 25 Percent Rule (discussed below), apply to LTCH discharges regardless of whether the case is paid at the LTCH-PPS payment rate or the site-neutral payment rate. However, short stay outlier payment adjustments do not apply to cases paid at the site-neutral payment rate after the transition period. Beginning in fiscal year 2016, CMS calculates the annual recalibration of the MS-LTC-DRG relative payment weighting factors using only data from LTCH discharges that meet the criteria for exclusion from the site-neutral payment rate. In addition, beginning in fiscal year 2016, CMS applies the IPPS fixed-loss amount to site-neutral cases, rather than the LTCH PPS fixed-loss amount. CMS calculates the LTCH-PPS fixed-loss amount using only data from cases paid at the LTCH-PPS payment rate, excluding cases paid at the site-neutral rate.

Each of our LTCHs has their own unique annual cost reporting period. As a result, the new payment limits became effective for each LTCH at different points in time over the twelve month period that began on October 1, 2015. As of September 30, 2016, all of our LTCHs were operating under the new payment rules.

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25 Percent Rule

The “25 Percent Rule” is a downward payment adjustment that applies if the percentage of Medicare patients discharged from LTCHs who were admitted from a referring hospital (regardless of whether the LTCH or LTCH satellite is co-located with the referring hospital) exceeds the applicable percentage admissions threshold during a particular cost reporting period. As more fully described under “ Business—Government Regulations ,” various legislation has limited or deferred the full application of the 25 Percent Rule. Each of our LTCHs has their own unique annual cost reporting period. As a result, the new payment limits will become effective for each of our LTCHs at different periods of time, commencing on or after July 1, 2016. In the third quarter 2016, 6 of our LTCHs became subject to the new payment limits. During the fourth quarter of 2016, and the first, second, and third quarters of 2017, 14, 36, 16, and 31 of our LTCHs will become subject to the new payment limits, respectively. The effect on our net operating revenues for the third quarter of 2016 was immaterial. We expect the effect on our net operating revenues in the fourth quarter of 2016 to be immaterial. We currently project that our net operating revenue for 2017 may be adversely affected by approximately $12.0 million if we are unable to mitigate the effects of the new payment limits.

For discharges that occurred prior to October 1, 2016, the 25 Percent Rule payment adjustments are found in two Medicare regulations, one that applies to Medicare patients admitted from a co-located referring hospital and one that applies to Medicare patients admitted from a referring hospital not co-located with the LTCH. After October 1, 2016, a single consolidated 25 Percent Rule applies to all LTCH discharges that occur in the LTCH’s cost reporting period that begins after the statutory moratoria on the full implementation of the 25 Percent Rule expires. The moratorium on the full application of the 25 Percent Rule applicable to co-located hospitals expired beginning with LTCH cost reporting periods beginning on or after July 1, 2016, while the moratorium on the full application of the 25 Percent Rule applicable to LTCHs not co-located with a referring hospital expired beginning with LTCH cost reporting periods beginning on or after October 1, 2016. Consequently, LTCHs that are subject to both Medicare regulations will continue to be subject to the moratorium on the full application of the 25 Percent Rule applicable to co-located hospitals until their cost reports beginning on or after October 1, 2016.

Under the single consolidated 25 Percent Rule, CMS calculates the percentage of LTCH discharges referred from any hospital on a provider number basis only. An LTCH’s percentage of Medicare discharges from all locations of a given referring hospital would be determined during settlement of a cost report by dividing the LTCH’s total number of Medicare discharges in the cost reporting period (based on the CMS Certification Number (CCN) on the claims) that were admitted directly from a given referring hospital (again determined by the CCN on the referring hospital’s claims) by the LTCH’s total number of Medicare discharges in the cost reporting period. LTCH discharges that reach high cost outlier status at the referring hospital are not subject to the 25 Percent Rule payment adjustment (that is, such discharges would only be included in an LTCH’s total Medicare discharges and would not count as having been admitted from that referring hospital), and to the extent the LTCH is exclusively located in an MSA-dominant area or rural area, the LTCH would have an increased applicable threshold under proposed special treatment for exclusively MSA-dominant or exclusively rural LTCHs.

Moratorium on New LTCHs, LTCH Satellite Facilities and LTCH Beds

The Medicare, Medicaid, SCHIP Extension Act of 2007 imposed a moratorium on the establishment and classification of new LTCHs, LTCH satellite facilities and LTCH beds in existing LTCHs or satellite facilities subject to certain exceptions through December 28, 2012. The BBA of 2013, as amended by the PAMA, reinstated the moratorium on the establishment and classification of new LTCHs or LTCH satellite facilities, and on the increase of LTCH beds in existing LTCHs or satellite facilities beginning April 1, 2014 through

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September 30, 2017 with certain exceptions to the moratorium that are applicable to the establishment and classification of new LTCHs or LTCH satellite facilities under development prior to April 1, 2014.

Medicare Reimbursement of Inpatient Rehabilitation Facility Services

The following is a summary of significant changes to the Medicare prospective payment system for IRFs which have affected our results of operations during the periods presented in this report, as well as the policies and payment rates for fiscal year 2016 which affect our patient discharges and cost reporting periods beginning on or after October 1, 2015.

Fiscal Year 2015. On August 6, 2014, CMS published the final rule updating policies and payment rates for IRF-PPS for fiscal year 2015 (affecting discharges and cost reporting periods beginning on or after October 1, 2014 through September 30, 2015). The standard payment conversion factor for discharges for fiscal year 2015 was set at $15,198, an increase from the standard payment conversion factor applicable during fiscal year 2014 of $14,846. The update to the standard payment conversion factor for fiscal year 2015 included a market basket increase of 2.9%, less a productivity adjustment of 0.5%, and less a reduction of 0.2% mandated by the ACA. CMS decreased the outlier threshold amount for fiscal year 2015 to $8,848 from $9,272 established in the final rule for fiscal year 2014.

Fiscal Year 2016. On August 6, 2015, CMS published the final rule updating policies and payment rates for IRF-PPS for fiscal year 2016 (affecting discharges and cost reporting periods beginning on or after October 1, 2015 through September 30, 2016). The standard payment conversion factor for discharges for fiscal year 2016 was set at $15,478, an increase from the standard payment conversion factor applicable during fiscal year 2015 of $15,198. The update to the standard payment conversion factor for fiscal year 2016 includes a market basket increase of 2.4%, less a productivity adjustment of 0.5%, and less a reduction of 0.2% mandated by the ACA. CMS decreased the outlier threshold amount for fiscal year 2016 to $8,658 from $8,848 established in the final rule for fiscal year 2015.

Fiscal Year 2017. On August 5, 2016, CMS published the final rule updating policies and payment rates for the IRF-PPS for fiscal year 2017 (affecting discharges and cost reporting periods beginning on or after October 1, 2016 through September 30, 2017). The standard payment conversion factor for discharges for fiscal year 2017 was set at $15,708, an increase from the standard payment conversion factor applicable during fiscal year 2016 of $15,478. The update to the standard payment conversion factor for fiscal year 2017 includes a market basket increase of 2.7%, less a productivity adjustment of 0.3%, and less a reduction of 0.75% mandated by the ACA. CMS decreased the outlier threshold amount for fiscal year 2017 to $7,984 from $8,658 established in the final rule for fiscal year 2016.

Medicare Market Basket Adjustments

The ACA instituted a market basket payment adjustment for IRFs. In fiscal years 2017 through 2019, the market basket update will be reduced by 0.75%. The Medicare Access and CHIP Reauthorization Act of 2015 sets the annual update for fiscal year 2018 at 1% after taking into account the market basket payment reduction of 0.75% mandated by the ACA. The ACA specifically allows these market basket reductions to result in less than a 0% payment update and payment rates that are less than the prior year.

Medicare Reimbursement of Outpatient Rehabilitation Services

The Medicare program reimburses outpatient rehabilitation providers based on the Medicare physician fee schedule. Historically, the Medicare physician fee schedule rates have updated annually based on the SGR formula. The SGR formula has resulted in automatic reductions in rates every year since 2002; however, for

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each year through March 31, 2015, CMS or Congress has taken action to prevent the SGR formula reductions. The Medicare Access and CHIP Reauthorization Act of 2015 repeals the SGR formula effective for services provided on or after January 1, 2015, and establishes a new payment framework consisting of specified updates to the Medicare physician fee schedule, a new MIPS, and APMs. For services provided between January 1, 2015 and June 30, 2015, a 0% payment update was applied to the Medicare physician fee schedule payment rates. For services provided between July 1, 2015 and December 31, 2015, a 0.5% update was applied to the fee schedule payment rates. For services provided in 2016 through 2019, a 0.5% update will be applied each year to the fee schedule payment rates, subject to MIPS adjustment beginning in 2019. For services provided in 2020 through 2025, a 0.0% percent update will be applied each year to the fee schedule payment rates, subject to MIPS and APM adjustments. Finally, in 2026 and subsequent years eligible professionals participating in APMs that meet certain criteria would receive annual updates of 0.75%, while all other professionals would receive annual updates of 0.25%.

The Medicare Access and CHIP Reauthorization Act of 2015 requires that payments under the fee schedule be adjusted starting in 2019 based on performance in MIPS, which will consolidate the three existing incentive programs focused on quality, resource use, and meaningful use of electronic health records. The law requires the Secretary of Health and Human Services to establish the MIPS requirements under which a provider’s performance is assessed according to established performance standards and used to determine an adjustment factor that is then applied to the professional’s payment for a year. Each year from 2019-2024 professionals who receive a significant share of their revenues through an APM (such as accountable care organizations or bundled payment arrangements) that involves risk of financial losses and a quality measurement component will receive a 5% bonus. The bonus payment for APM participation is intended to encourage participation and testing of new APMs and promotes the alignment of incentives across payors. The specifics of the MIPS and APM adjustments beginning in 2019 and 2020, respectively, will be subject to future notice and comment rule-making. For the year ended December 31, 2015, we received approximately 11% of our outpatient rehabilitation net operating revenues from Medicare.

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Operating Statistics

The following tables set forth operating statistics for each of our operating segments for each of the periods presented. The operating statistics reflect data for the period of time we managed these operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2016			2015			2016
Specialty Hospitals Data(1):
Number of hospitals owned - start of period	119			116			120			118
Number of hospitals acquired	—			1			1			4
Number of hospital start-ups	—			1			1			2
Number of hospitals closed/sold	(1		)	(3		)	(4		)	(9		)
Number of hospitals owned - end of period	118			115			118			115
Number of hospitals managed - end of period	9			8			9			8
Total number of hospitals (all) - end of period	127			123			127			123
Long term acute care hospitals	110			104			110			104
Rehabilitation hospitals	17			19			17			19
Available licensed beds (2)	5,150			5,208			5,150			5,208
Admissions (2)	13,927			12,586			42,352			39,541
Patient days (2)	338,412			296,202			1,034,166			951,292
Average length of stay (days) (2)	24			24			24			24
Net revenue per patient day (2)(3)	$	1,522		$	1,642		$	1,563		$	1,651
Occupancy rate (2)	71		%	62		%	72		%	67		%
Percent patient days - Medicare (2)	59		%	53		%	60		%	55		%

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2016			2015			2016
Outpatient Rehabilitation Data:
Number of clinics owned - start of period	881			1,435			880			896
Number of clinics acquired	—			3			7			546
Number of clinic start-ups	11			7			19			20
Number of clinics closed/sold	(2		)	(8		)	(16		)	(25		)
Number of clinics owned - end of period	890			1,437			890			1,437
Number of clinics managed - end of period	143			166			143			166
Total number of clinics (all) - end of period	1,033			1,603			1,033			1,603
Number of visits (2)	1,306,637			2,052,678			3,879,409			5,751,562
Net revenue per visit (2)(4)	$	103		$	102		$	103		$	102

(Operating statistics by business segment and related footnotes are continued next page)

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	Three Months Ended September 30,					Nine Months Ended September 30,
	2015		2016			2015		2016
Concentra Data:
Number of centers owned - start of period	300		301			—		300
Number of centers acquired	—		1			300		3
Number of centers start-ups	—		—			—		—
Number of centers closed/sold	—		(1		)	—		(2		)
Total number of centers - end of period	300		301			300		301
Number of visits (5)	1,980,496		1,906,242			2,654,330		5,642,305
Net revenue per visit (5)(6)	$	114	$	119		$	114	$	118

(1) Specialty hospitals consist of LTCHs and IRFs.

(2) Data excludes specialty hospitals and outpatient clinics managed by the Company.

(3) Net revenue per patient day is calculated by dividing specialty hospitals direct patient service revenues by the total number of patient days.

(4) Net revenue per visit is calculated by dividing outpatient rehabilitation clinic direct patient service revenue by the total number of visits and excludes contract therapy revenue for all periods presented.

(5) Data excludes onsite clinics and CBOCs.

(6) Net revenue per visit is calculated by dividing center direct patient service revenue by the total number of center visits.

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Results of Operations

The following table outlines selected operating data as a percentage of net operating revenues, for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2016		2015		2016
Net operating revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of services(1)	88.2		86.9		85.4		85.0
General and administrative	2.2		2.6		2.5		2.5
Bad debt expense	1.8		1.7		1.6		1.6
Depreciation and amortization	3.1		3.5		2.6		3.4
Income from operations	4.7		5.3		7.9		7.5
Loss on early retirement of debt	—		(1.0	)	—		(0.4	)
Equity in earnings of unconsolidated subsidiaries	0.6		0.5		0.5		0.5
Non-operating gain (loss)	2.9		(0.1	)	1.1		1.1
Interest expense	(3.2	)	(4.2	)	(3.0	)	(3.9	)
Income before income taxes	5.0		0.5		6.5		4.8
Income tax expense	1.8		0.1		2.4		1.6
Net income	3.2		0.4		4.1		3.2
Net income (loss) attributable to non-controlling interests	0.3		(0.2	)	0.3		0.3
Net income attributable to Holdings and Select	2.9	%	0.6	%	3.8	%	2.9	%

(1) Cost of services includes salaries, wages and benefits, operating supplies, lease and rent expense, and other operating costs.

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The following tables summarize selected financial data by business segment, for the periods indicated:

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2015			2016			% Change		2015			2016			% Change

Net operating revenues:
Specialty hospitals	$	562,328		$	544,491		(3.2	)%	$	1,753,445		$	1,729,261		(1.4	)%
Outpatient rehabilitation(1)	199,593			250,710			25.6		603,831			745,720			23.5
Concentra(2)	258,969			258,507			(0.2	)	345,798			764,252			N/M
Other(3)	233			87			(62.7	)	457			523			14.4
Total company	$	1,021,123		$	1,053,795		3.2	%	$	2,703,531		$	3,239,756		19.8	%

Income (loss) from operations:
Specialty hospitals	$	39,874		$	33,947		(14.9	)%	$	201,166		$	175,737		(12.6	)%
Outpatient rehabilitation(1)	20,560			25,836			25.7		65,098			82,609			26.9
Concentra(2)	11,457			25,417			121.8		13,747			71,933			N/M
Other(3)	(23,677		)	(29,038		)	(22.6	)	(67,521		)	(86,177		)	(27.6	)
Total company	$	48,214		$	56,162		16.5	%	$	212,490		$	244,102		14.9	%

Adjusted EBITDA:
Specialty hospitals	$	53,656		$	48,264		(10.0	)%	$	241,575		$	217,759		(9.9	)%
Outpatient rehabilitation(1)	23,807			31,995			34.4		74,662			99,006			32.6
Concentra(2)	25,584			40,888			59.8		36,783			118,080			N/M
Other(3)	(18,536		)	(23,070		)	(24.5	)	(54,672		)	(66,696		)	(22.0	)
Total company	$	84,511		$	98,077		16.1	%	$	298,348		$	368,149		23.4	%

Adjusted EBITDA margin:
Specialty hospitals	9.5		%	8.9		%			13.8		%	12.6		%
Outpatient rehabilitation(1)	11.9			12.8					12.4			13.3
Concentra(2)	9.9			15.8					10.6			15.5
Other(3)	N/M			N/M					N/M			N/M
Total company	8.3		%	9.3		%			11.0		%	11.4		%

Purchases of property and equipment:
Specialty hospitals	$	27,494		$	24,378				$	81,329		$	79,366
Outpatient rehabilitation(1)	4,023			6,234					11,048			15,032
Concentra(2)	9,640			2,720					13,494			10,647
Other(3)	3,923			4,670					8,121			13,215
Total company	$	45,080		$	38,002				$	113,992		$	118,260

(Selected financial data by business segment and related footnotes are continued next page)

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	As of September 30,
	2015		2016
	(in thousands)
Total assets:
Specialty hospitals	$	2,333,049	$	2,461,751
Outpatient rehabilitation	541,435		977,431
Concentra(2)	1,332,975		1,327,438
Other(3)	106,946		78,785
Total company	$	4,314,405	$	4,845,405

N/M — Not Meaningful

(1) The outpatient rehabilitation segment includes the operating results of contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016.

(2) Concentra’s operating results are consolidated with Select’s effective June 1, 2015.

(3) Other includes our corporate services and certain other non-consolidating joint ventures and minority investments in other healthcare related businesses

Three Months Ended September 30, 2016, Compared to Three Months Ended September 30, 2015

In the following, we discuss our results of operations related to net operating revenues, operating expenses, Adjusted EBITDA, depreciation and amortization, income from operations, equity in earnings of unconsolidated subsidiaries, non-operating gain (loss), interest expense, income taxes, and non-controlling interest, which, in each case, are the same for Holdings and Select.

Net Operating Revenues

Our net operating revenues increased by 3.2% to $1,053.8 million for the three months ended September 30, 2016, compared to $1,021.1 million for the three months ended September 30, 2015, principally due to the acquisition of Physiotherapy on March 4, 2016.

Specialty Hospitals . Our specialty hospitals segment net operating revenues declined 3.2% to $544.5 million for the three months ended September 30, 2016, compared to $562.3 million for the three months ended September 30, 2015. The primary reason for this decrease was a decline in our patient days which decreased 12.5% to 296,202 days for the three months ended September 30, 2016, compared to 338,412 days for the three months ended September 30, 2015. As discussed above under “ Regulatory Changes — Medicare Reimbursement of LTCH Services — Patient Criteria ,” new Medicare regulations, which establish new payment limits for Medicare patients discharged from an LTCH who do not meet specified patient criteria, began to be phased in to our LTCHs in the fourth quarter of 2015. We experienced fewer Medicare patient days during the three months ended September 30, 2016 due to changes we implemented at our LTCHs operating under the new Medicare patient criteria regulations, and specialty hospital closures and sales. This decrease in patient days was offset in part by increases in our Medicare net revenue per patient day. Our average net revenue per patient day for all of our specialty hospitals increased 7.9% to $1,642 for the three months ended September 30, 2016, compared to $1,522 for the three months ended September 30, 2015, principally as a result of increases in our Medicare net revenue per patient day. The increase in our Medicare net revenue per patient day resulted primarily from the increase in patient acuity at LTCHs now operating under the Medicare patient criteria

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regulations. Our occupancy percentage declined to 62% for the three months ended September 30, 2016, compared to 71% for the three months ended September 30, 2015.

Outpatient Rehabilitation . Our outpatient rehabilitation segment net operating revenues increased 25.6% to $250.7 million for the three months ended September 30, 2016, compared to $199.6 million for three months ended September 30, 2015. This increase resulted from growth in our outpatient rehabilitation clinics, offset in part by the sale of our contract therapy businesses. Patient visits in our outpatient clinics were 2,052,678 for the three months ended September 30, 2016, compared to 1,306,637 for the three months ended September 30, 2015. This increase resulted principally from our newly acquired outpatient rehabilitation clinics, as well as growth in our existing owned outpatient rehabilitation clinics. Net revenue per visit in our owned outpatient rehabilitation clinics was $102 for the three months ended September 30, 2016, compared to $103 for the three months ended September 30, 2015.

Concentra Segment . Net operating revenues were $258.5 million for the three months ended September 30, 2016, compared to $259.0 million for the three months ended September 30, 2015. Net revenue per visit was $119 and visits were 1,906,242 in the centers for the three months ended September 30, 2016, compared to net revenue per visit of $114 and 1,980,496 visits in the centers for the three months ended September 30, 2015. This decrease in visits was primarily driven by declines in consumer health and employer services. Visits related to workers compensation services were comparable in both periods. The decline in consumer health visits has resulted from our decision to emphasize our efforts on workers compensation services. The increase in revenue per visit was principally due to an increase per visit for workers compensation services.

Operating Expenses

Our operating expenses include our cost of services, general and administrative expense, and bad debt expense. Our operating expenses increased to $960.5 million, or 91.1% of net operating revenues, for the three months ended September 30, 2016, compared to $941.4 million, or 92.2% of net operating revenues, for the three months ended September 30, 2015. The increase in operating expenses is principally due to the acquisition of Physiotherapy on March 4, 2016. Our cost of services, a major component of which is labor expense, was $915.7 million, or 86.9% of net operating revenues, for the three months ended September 30, 2016, compared to $900.9 million, or 88.2% of net operating revenues, for the three months ended September 30, 2015. The decrease in cost of services as a percentage of net operating revenues resulted principally from a decrease in expenses relative to revenues at our Concentra segment as a result of cost saving initiatives we have implemented. Facility rent expense, a component of cost of services, was $58.5 million for the three months ended September 30, 2016, compared to $47.1 million for the three months ended September 30, 2015. General and administrative expenses were $27.1 million for the three months ended September 30, 2016, compared to $22.2 million for the three months ended September 30, 2015. Our bad debt expense was $17.7 million, or 1.7% of net operating revenues, for the three months ended September 30, 2016, compared to $18.3 million, or 1.8% of net operating revenues, for the three months ended September 30, 2015.

Adjusted EBITDA

Specialty Hospitals. Adjusted EBITDA for our specialty hospitals was $48.3 million for the three months ended September 30, 2016, compared to $53.7 million for the three months ended September 30, 2015. Our Adjusted EBITDA margin for the segment was 8.9% for the three months ended September 30, 2016, compared to 9.5% for the three months ended September 30, 2015. The reduction in Adjusted EBITDA and Adjusted EBITDA margin for our specialty hospitals segment was principally attributable to Adjusted EBITDA losses resulting from start-up specialty hospitals, Adjusted EBITDA losses on newly acquired specialty hospitals, and specialty hospital closures. Start-up specialty hospitals incurred $9.0 million of Adjusted

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EBITDA losses in the three months ended September 30, 2016, compared to $3.1 million for the three months ended September 30, 2015, as discussed under “ Summary Financial Results ” above.

Outpatient Rehabilitation. Adjusted EBITDA for our outpatient rehabilitation segment increased 34.4% to $32.0 million for the three months ended September 30, 2016, compared to $23.8 million for the three months ended September 30, 2015. The increase in Adjusted EBITDA for our outpatient rehabilitation segment was principally attributable to clinics acquired during the year. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 12.8% for the three months ended September 30, 2016, compared to 11.9% for the three months ended September 30, 2015. The margin increase was principally due to the sale of our contract therapy businesses, which historically operated at lower Adjusted EBITDA margins.

Concentra Segment. Adjusted EBITDA for our Concentra segment was $40.9 million for the three months ended September 30, 2016, compared to $25.6 million for the three months ended September 30, 2015. Our Adjusted EBITDA margin for the Concentra segment was 15.8% for the three months ended September 30, 2016, compared to 9.9% for the three months ended September 30, 2015. The increases in Adjusted EBITDA and Adjusted EBITDA margins were principally due to cost reductions we have implemented.

Other. Adjusted EBITDA loss was $23.1 million for the three months ended September 30, 2016, compared to an Adjusted EBITDA loss of $18.5 million for the three months ended September 30, 2015.

Depreciation and Amortization

For the three months ended September 30, 2016, depreciation and amortization expense was $37.2 million, compared to $ 31.5 million for the three months ended September 30, 2015. The increase was principally due to the acquisitions of Concentra on June 1, 2015 and Physiotherapy on March 4, 2016.

Income from Operations

For the three months ended September 30, 2016, we had income from operations of $56.2 million, compared to $ 48.2 million for the three months ended September 30, 2015. The increase was principally due to the cost saving initiatives in our Concentra segment and the acquisition of Physiotherapy on March 4, 2016.

Loss on Early Retirement of Debt

On September 26, 2016, Concentra prepaid the second lien term loan under the Concentra credit facilities. The premium plus the expensing of unamortized deferred financing costs and original issuance discount resulted in a loss on early retirement of debt of $10.9 million during the three months ended September 30, 2016.

Equity in Earnings of Unconsolidated Subsidiaries

For the three months ended September 30, 2016, we had equity in earnings of unconsolidated subsidiaries of $5.3 million, compared to equity in earnings of unconsolidated subsidiaries of $6.3 million for the three months ended September 30, 2015. The decrease in our equity in earnings of unconsolidated subsidiaries was principally due to the sale of a start-up company in which we owned a non-controlling interest.

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Non-Operating Gain (Loss)

For the three months ended September 30, 2016, we had a non-operating loss of $1.0 million. For the three months ended September 30, 2015, we had a non-operating gain of $29.6 million on the sale of an equity investment. The equity investment was a start-up company investment in which we owned a non-controlling interest.

Interest Expense

Interest expense was $44.5 million for the three months ended September 30, 2016, compared to $33.1 million for the three months ended September 30, 2015. The increase in interest expense was principally the result of increases in our indebtedness used to finance the acquisition of Physiotherapy on March 4, 2016, and increases in our interest rates associated with amendments of Select’s credit facilities in the fourth quarter of 2015 and the first quarter of 2016.

Income Taxes

We recorded income tax expense of $1.1 million for the three months ended September 30, 2016, which represented an effective tax rate of 21.2%. We recorded income tax expense of $18.3 million for the three months ended September 30, 2015, which represented an effective tax rate of 35.9%.

Our quarterly effective income tax rate is derived from our full year estimated effective income tax rate and can be impacted by discrete items specific to a particular quarter and quarterly changes in our full year tax provision estimate.

Non-controlling Interests

Net losses attributable to non-controlling interests were $2.5 million for the three months ended September 30, 2016, compared to net income attributable to non-controlling interests of $3.4 million for the three months ended September 30, 2015. The decrease is principally due to losses at start-up specialty hospitals as discussed under “ Summary Financial Results ” above. These amounts represent the minority owner’s share of income and losses for these consolidated entities.

Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015

In the following, we discuss our results of operations related to net operating revenues, operating expenses, Adjusted EBITDA, depreciation and amortization, income from operations, loss on early retirement of debt, equity in earnings of unconsolidated subsidiaries, non-operating gain (loss), interest expense, income taxes, and non-controlling interest, which, in each case, are the same for Holdings and Select.

Net Operating Revenues

Our net operating revenues increased by 19.8% to $3,239.8 million for the nine months ended September 30, 2016, compared to $2,703.5 million for the nine months ended September 30, 2015, principally due to the acquisitions of Concentra on June 1, 2015 and Physiotherapy on March 4, 2016.

Specialty Hospitals . Our specialty hospitals segment net operating revenues declined 1.4% to $1,729.3 million for the nine months ended September 30, 2016, compared to $1,753.4 million for the nine months ended September 30, 2015. The primary reason for this decrease was a decline in our patient days which decreased

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8.0% to 951,292 days for the nine months ended September 30, 2016, compared to 1,034,166 days for the nine months ended September 30, 2015. As discussed above under “ Regulatory Changes — Medicare Reimbursement of LTCH Services — Patient Criteria ,” new Medicare regulations, which establish new payment limits for Medicare patients discharged from an LTCH who do not meet specified patient criteria, began to be phased in to our LTCHs in the fourth quarter of 2015. We experienced fewer Medicare patient days due to changes we implemented at LTCHs operating under the new Medicare patient criteria regulations, and specialty hospital closures and sales. This decrease in patient days was offset in part by increases in our Medicare net revenue per patient day. Our average net revenue per patient day for all of our specialty hospitals increased 5.6% to $1,651 for the nine months ended September 30, 2016, compared to $1,563 for the nine months ended September 30, 2015, principally as a result of increases in our Medicare net revenue per patient day. The increase in our Medicare net revenue per patient day resulted primarily from the increase in patient acuity at LTCHs now operating under the Medicare patient criteria regulations. Our occupancy percentage declined to 67% for the nine months ended September 30, 2016, compared to 72% for the nine months ended September 30, 2015.

Outpatient Rehabilitation . Our outpatient rehabilitation segment net operating revenues increased 23.5% to $745.7 million for the nine months ended September 30, 2016, compared to $603.8 million for nine months ended September 30, 2015. This increase was due to an increase in visits resulting principally from our newly acquired outpatient rehabilitation clinics and growth in our existing owned outpatient rehabilitation clinics. Net revenue per visit in our owned outpatient rehabilitation clinics was $102 for the nine months ended September 30, 2016, compared to $103 for the nine months ended September 30, 2015.

Concentra Segment . Net operating revenues were $764.3 million for the nine months ended September 30, 2016, compared to $345.8 million for the nine months ended September 30, 2015, which includes results beginning June 1, 2015. Net revenue per visit was $118 and visits were 5,642,305 in the centers for the nine months ended September 30, 2016, compared to net revenue per visit of $114 and 2,654,330 visits in the centers for the nine months ended September 30, 2015, which includes results beginning June 1, 2015.

Operating Expenses

Our operating expenses include our cost of services, general and administrative expense, and bad debt expense. Our operating expenses increased to $2,887.8 million, or 89.1% of net operating revenues, for the nine months ended September 30, 2016, compared to $2,420.4 million, or 89.5% of net operating revenues, for the nine months ended September 30, 2015. The increase in operating expenses is principally due to the acquisitions of Concentra on June 1, 2015 and Physiotherapy on March 4, 2016. Our cost of services, a major component of which is labor expense, was $2,755.0 million, or 85.0% of net operating revenues, for the nine months ended September 30, 2016, compared to $2,309.2 million, or 85.4% of net operating revenues, for the nine months ended September 30, 2015. The decrease in cost of services as a percentage of net operating revenues resulted principally from Concentra and an increase in expenses relative to revenues at our specialty hospitals. Facility rent expense, a component of cost of services, was $167.5 million for the nine months ended September 30, 2016, compared to $118.2 million for the nine months ended September 30, 2015. General and administrative expenses were $81.2 million for the nine months ended September 30, 2016, which included $3.2 million of Physiotherapy acquisition costs, compared to $67.9 million for the nine months ended September 30, 2015, which included $4.7 million of Concentra acquisition costs. General and administrative expenses as a percentage of net operating revenues were 2.5% for both the nine months ended September 30, 2016 and September 30, 2015. Our general and administrative function includes our shared services activities which have grown and expanded as a result of our significant business acquisitions. Our bad debt expense was $51.6 million, or 1.6% of net operating revenues, for the nine months ended September 30, 2016, compared to $43.2 million, or 1.6% of net operating revenues, for the nine months ended September 30, 2015.

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Adjusted EBITDA

Specialty Hospitals. Adjusted EBITDA for our specialty hospitals was $217.8 million for the nine months ended September 30, 2016, compared to $241.6 million for the nine months ended September 30, 2015. Our Adjusted EBITDA margin for the segment was 12.6% for the nine months ended September 30, 2016, compared to 13.8% for the nine months ended September 30, 2015. The reduction in Adjusted EBITDA and Adjusted EBITDA margin for our specialty hospitals segment was principally attributable to Adjusted EBITDA losses resulting from start-up hospitals, Adjusted EBITDA losses of newly acquired specialty hospitals, and specialty hospital closures. Start-up specialty hospitals incurred $19.4 million of Adjusted EBITDA losses in the nine months ended September 30, 2016, compared to $11.9 million for the nine months ended September 30, 2015, as discussed under “ Summary Financial Results ” above. We also experienced a decline in Adjusted EBITDA in our LTCHs as a result of a decrease in patient days as discussed above under “ Net Operating Revenues .”

Outpatient Rehabilitation. Adjusted EBITDA for our outpatient rehabilitation segment increased 32.6% to $99.0 million for the nine months ended September 30, 2016, compared to $74.7 million for the nine months ended September 30, 2015. This increase was principally due to the acquisition of Physiotherapy on March 4, 2016. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 13.3% for the nine months ended September 30, 2016, compared to 12.4% for the nine months ended September 30, 2015. The increase was principally due to the sale of our contract therapy businesses, which historically operated at lower Adjusted EBITDA margins.

Concentra Segment. Adjusted EBITDA for our Concentra segment was $118.1 million for the nine months ended September 30, 2016, compared to $36.8 million for the nine months ended September 30, 2015, which includes results beginning June 1, 2015. Our Adjusted EBITDA margin for the Concentra segment was 15.5% for the nine months ended September 30, 2016, compared to 10.6% for the nine months ended September 30, 2015. The increases in Adjusted EBITDA and Adjusted EBITDA margins were principally due to cost reductions we have implemented.

Other. Adjusted EBITDA loss was $66.7 million for the nine months ended September 30, 2016, compared to an Adjusted EBITDA loss of $54.7 million for the nine months ended September 30, 2015.

Depreciation and Amortization

For the nine months ended September 30, 2016, depreciation and amortization expense was $107.9 million, compared to $70.7 million for the nine months ended September 30, 2015. The increase was principally due to the acquisitions of Concentra on June 1, 2015, and Physiotherapy on March 4, 2016.

Income from Operations

For the nine months ended September 30, 2016, we had income from operations of $244.1 million, compared to $212.5 million for the nine months ended September 30, 2015. The increase was principally due to the acquisitions of Concentra on June 1, 2015, and Physiotherapy on March 4, 2016.

Loss on Early Retirement of Debt

On March 4, 2016, we prepaid the Series D Tranche B Term Loans under the Select credit facilities, which resulted in the recognition of approximately a $0.8 million loss on early retirement of debt. On September 26, 2016, Concentra prepaid the second lien term loan under the Concentra credit facilities. The

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premium plus the expensing of unamortized deferred financing costs and original issuance discount resulted in a loss on early retirement of debt of approximately $10.9 million.

Equity in Earnings of Unconsolidated Subsidiaries

For the nine months ended September 30, 2016, we had equity in earnings of unconsolidated subsidiaries of $14.5 million, compared to equity in earnings of unconsolidated subsidiaries of $12.8 million for the nine months ended September 30, 2015. The increase in our equity in earnings of unconsolidated subsidiaries resulted from increased earnings associated with several of our inpatient rehabilitation joint ventures in which we own a non-controlling interest.

Non-Operating Gain

The Company recognized a non-operating gain of $42.1 million for the nine months ended September 30, 2016. The Company sold its contract therapy businesses for $65.0 million, resulting in a non-operating gain of $33.9 million. The Company also transferred five specialty hospitals in an exchange transaction and sold nine outpatient rehabilitation clinics, to a non-consolidating subsidiary, which resulted in non-operating gains of $6.5 million and $1.7 million, respectively, as discussed above under “ Significant Events .” Additionally, during the nine months ended September 30, 2016, an entity in which the Company owned a non-controlling interest was sold, which resulted in a non-operating loss of $5.1 million.

For the nine months ended September 30, 2015, we had a non-operating gain of $29.6 million on the sale of an equity investment. The equity investment was a start-up company investment in which we owned a non-controlling interest.

Interest Expense

Interest expense was $127.7 million for the nine months ended September 30, 2016, compared to $79.7 million for the nine months ended September 30, 2015. The increase in interest expense was principally the result of increases in our indebtedness used to finance the acquisitions of Concentra on June 1, 2015 and Physiotherapy on March 4, 2016, and increases in our interest rates associated with amendments of Select’s credit facilities in the fourth quarter of 2015 and the first quarter of 2016.

Income Taxes

We recorded income tax expense of $51.6 million for the nine months ended September 30, 2016, which represented an effective tax rate of 33.0%. We recorded income tax expense of $65.0 million for the nine months ended September 30, 2015, which represented an effective tax rate of 37.1%.

Our effective income tax rate is derived from our full year estimated effective income tax rate and can be impacted by discrete items specific to a particular quarter and quarterly changes in our full year tax provision estimate. On March 31, 2016, we sold our contract therapy businesses. For tax purposes, the sale was treated as a discrete tax event particular to the first quarter of 2016. Our tax basis in our contract therapy businesses exceeded our selling price. As a result, we had no tax expense from the sale. Additionally, during the nine months ended September 30, 2016, we exchanged five specialty hospitals in a hospital swap transaction. For tax purposes, the exchange was treated as a discrete tax event particular to the second quarter of 2016. Our tax basis in the five specialty hospitals was less than our book basis and resulted in a tax gain exceeding our book gain. The lower effective tax rate for the nine months ended September 30, 2016 resulted from the effects of the two discrete tax events discussed above.

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Non-Controlling Interests

Non-controlling interests in consolidated earnings were $9.6 million for the nine months ended September 30, 2016, compared to $8.7 million for the nine months ended September 30, 2015. The increase is principally due to the acquisition of Concentra, offset in part by the minority interest owners’ share of losses from new specialty hospitals.

Liquidity and Capital Resources

Cash Flows for the Nine Months Ended September 30, 2016 and Nine Months Ended September 30, 2015

	For the Nine Months Ended September 30,
	2015			2016
	(in thousands)

Cash provided by operating activities	$	203,431		$	280,247
Cash used in investing activities	(1,130,929		)	(463,002		)
Cash provided by financing activities	946,779			236,543
Increase in cash and equivalents	19,281			53,788
Cash and equivalents at beginning of period	3,354			14,435
Cash and equivalents at end of period	$	22,635		$	68,223

In the following, we discuss cash flows from operating activities, investing activities, and financing activities, which, in each case, are the same for Holdings and Select.

Operating activities provided $280.2 million of cash flows for the nine months ended September 30, 2016, compared to $203.4 million of cash flows provided for the nine months ended September 30, 2015. The increase in operating cash flows for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 is principally due to cash flows provided from Concentra which was acquired on June 1, 2015, Physiotherapy which was acquired on March 4, 2016, and cash distributions we received from unconsolidated investments in which we are minority owners.

Our days sales outstanding were 52 days at September 30, 2016, compared to 53 days at December 31, 2015 and 52 days at September 30, 2015. Our days sales outstanding will fluctuate based upon variability in our collection cycles. Our days sales outstanding at September 30, 2016, December 31, 2015 and September 30, 2015 all fall within our expected range.

Investing activities used $463.0 million of cash flow for the nine months ended September 30, 2016, principally due to the acquisition of Physiotherapy. Investing activities also included $118.3 million for purchases of property and equipment, offset in part by proceeds from the sale of businesses of $71.4 million. Investing activities used $1,130.9 million of cash flow for the nine months ended September 30, 2015, principally due to $1,047.2 million related to the Concentra acquisition and $114.0 million for purchases of property and equipment.

Financing activities for Select provided $236.5 million of cash flow for the nine months ended September 30, 2016. The principal source of cash was the issuance of $625.0 million aggregate principal amount of Series F Tranche B Term Loans under the Select credit facilities, resulting in net proceeds of $600.1 million, offset by $215.7 million of cash used to repay the Series D Tranche B Term Loans under the Select credit facilities and $125.0 million of net repayments under the Select and Concentra revolving facilities.

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Financing activities provided $946.8 million of cash flow for the nine months ended September 30, 2015. The principal sources of cash for financing activities were $165.0 million of net borrowings under the Select revolving facility, $646.9 million borrowed under the Concentra credit facilities, and $217.1 million attributable to a non-consolidating interest in Group Holdings.

Capital Resources

Working capital - We had net working capital of $255.4 million at September 30, 2016 compared to net working capital of $19.9 million at December 31, 2015. The increase in net working capital is primarily due to the early retirement of Series D Tranche B Term Loans, which were classified as a current liability at December 31, 2015, and an increase in cash over the nine months ended September 30, 2016.

Select credit facilities - On March 2, 2016, Select made a principal prepayment of $10.2 million associated with the Select term loans in accordance with the provision in the Select credit facilities that requires mandatory prepayments of the Select term loans as a result of annual excess cash flow as defined in the Select credit facilities.

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At September 30, 2016, Select had outstanding borrowings under the Select credit facilities of $1,149.3 million of Select term loans (excluding unamortized discounts and debt issuance costs of $27.7 million) and borrowings of $175.0 million (excluding letters of credit) under the Select revolving facility. After giving effect to $39.7 million of outstanding letters of credit at September 30, 2016, Select had $235.3 million of availability under the Select revolving facility.

The Select credit facilities require Select to maintain certain leverage ratios (as defined in the Select credit facilities). For the quarter ended September 30, 2016, Select was required to maintain its leverage ratio at less than 5.75 to 1.00. Select’s leverage ratio was 5.11 to 1.00 as of September 30, 2016.

Concentra credit facilities - Select and Holdings are not parties to the Concentra credit facilities and are not obligors with respect to Concentra’s debt under such agreements. While this debt is non-recourse to Select, it is included in Select’s consolidated financial statements.

At September 30, 2016, Concentra had outstanding borrowings of $643.9 million under the Concentra term loans (excluding unamortized discounts and debt issuance costs of $16.6 million). Concentra did not have any borrowings under the Concentra revolving facility. After giving effect to $6.6 million of outstanding letters of credit at September 30, 2016, Concentra had $43.4 million of availability under its revolving facility.

Stock Repurchase Program - Holdings’ board of directors has authorized a common stock repurchase program to repurchase up to $500.0 million worth of shares of its common stock. The program has been extended until December 31, 2017 and will remain in effect until then, unless further extended or earlier terminated by the board of directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Holdings deems appropriate. Holdings is funding this program with cash on hand and borrowings under Select’s revolving credit facility. Holdings did not repurchase shares during the nine months ended September 30, 2016. Since the inception of the program through September 30, 2016, Holdings has repurchased 35,924,128 shares at a cost of approximately $314.7 million, or $8.76 per share, which includes transaction costs.

Liquidity - We believe our internally generated cash flows and borrowing capacity under the Select and Concentra credit facilities will be sufficient to finance operations over the next twelve months. We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases or exchanges, if any, may be funded from operating cash flows or other sources and will depend on

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prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Use of Capital Resources - We may from time to time pursue opportunities to develop new joint venture relationships with significant health systems and other healthcare providers, and from time to time we may also develop new inpatient rehabilitation hospitals. We also intend to open new outpatient rehabilitation clinics in local areas that we currently serve where we can benefit from existing referral relationships and brand awareness to produce incremental growth. In addition to our development activities, we may grow our business through opportunistic acquisitions.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , which addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements.

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beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures about Market Risk

We are subject to interest rate risk in connection with our variable rate long-term indebtedness. Our principal interest rate exposure relates to the loans outstanding under the Select credit facilities and Concentra credit facilities.

As of September 30, 2016, Select had $1,149.3 million (excluding unamortized discounts and debt issuance costs) in term loans outstanding under the Select credit facilities and $175.0 million in revolving borrowings outstanding under the Select credit facilities, which bear interest at variable rates.

As of September 30, 2016, Concentra had outstanding borrowings under the Concentra credit facilities of $643.9 million (excluding unamortized discounts and debt issuance costs) of term loans, which bear interest at variable rates. Concentra did not have any outstanding revolving borrowings. Certain of Select’s and Concentra’s outstanding borrowings that bear interest at variable rates were effectively fixed as of September 30, 2016 based upon then current interest rates because the Adjusted LIBO Rate did not then exceed the applicable Adjusted LIBO Rate floors for such borrowings:

· Select’s aggregate $527.4 million in Series E Tranche B Term Loans are subject to an Adjusted LIBO Rate floor of 1.00%. Therefore, until the Adjusted LIBO Rate exceeds 1.00%, Select’s interest rate on this indebtedness is effectively fixed at 6.00%.

· Select’s aggregate $621.9 million in Series F Tranche B Term Loans are subject to an Adjusted LIBO Rate floor of 1.00%. Therefore, until the Adjusted LIBO Rate exceeds 1.00%, Select’s interest rate on this indebtedness is effectively fixed at 6.00%.

· The $643.9 million Concentra first lien term loan is subject to an Adjusted LIBO Rate floor of 1.00%. Therefore, until the Adjusted LIBO Rate exceeds 1.00%, Concentra’s interest rate on this indebtedness is effectively fixed at 4.00%.

However, the Select and Concentra revolving borrowings are not subject to an Adjusted LIBO Rate floor.

The following table summarizes the impact of hypothetical increases in market interest rates as of September 30, 2016 on our consolidated interest expense over the subsequent twelve month period:

Increase in Market Interest Rate		Interest Rate Expense Increases Per Annum (in thousands)(1)
0.25	%	2,230.7
0.50	%	7,151.1
0.75	%	12,071.6
1.00	%	16,992.1

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(1) Based on the 3-month LIBOR rate of 0.85% as of September 30, 2016, a change in interest rates of up to 0.15% would only increase interest expense with respect to the Select and Concentra revolving borrowings, which are not subject to an Adjusted LIBO Rate floor. Increases in interest rates greater than 0.15% as of September 30, 2016 would impact the interest rate paid on all of Select’s and Concentra’s variable rate debt, as indicated in the table above.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered in this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, including the accumulation and communication of disclosure to our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding disclosure, are effective as of September 30, 2016 to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in the relevant SEC rules and forms.

Physiotherapy Acquisition

On March 4, 2016, Select consummated the acquisition of Physiotherapy. SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of the acquisition.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) identified in connection with the evaluation required by Rule 13a-15(d) of the Securities Exchange Act of 1934 that occurred during the third quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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, 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.

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not to intervene. On June 19, 2015, the U.S. Department of Justice notified the District Court of its decision not to intervene in the case, and the District Court thereafter approved a case management plan imposing certain deadlines.

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ITEM 1A. RISK FACTORS

There have been no material changes from our risk factors as previously reported in our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

Holdings’ board of directors has authorized a common stock repurchase program to repurchase up to $500.0 million worth of shares of its common stock. The program has been extended until December 31, 2017 and will remain in effect until then, unless further extended or earlier terminated by the board of directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Holdings deems appropriate. Holdings did not repurchase shares during the three months ended September 30, 2016 under the authorized common stock repurchase program.

The following table provides information regarding repurchases of our common stock during the three months ended September 30, 2016:

	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publically Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs
July 1 - July 31, 2016	—	$	—	—	$	185,249,408
August 1 - August 31, 2016	—	—		—	185,249,408
September 1 - September 30, 2016	116,975	12.26		—	185,249,408
Total	116,975	$	12.26	—	$	185,249,408

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(1) Represents shares of common stock surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted shares issued to employees, pursuant to the provisions of our equity incentive plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits to this report are listed in the Exhibit Index appearing on page 68 hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned, thereunto duly authorized.

	SELECT MEDICAL CORPORATION


	By:	/s/ Martin F. Jackson
		Martin F. Jackson
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer)

	By:	/s/ Scott A. Romberger
		Scott A. Romberger
		Senior Vice President, Chief Accounting Officer and Controller
		(Principal Accounting Officer)
Dated: November 3, 2016


	SELECT MEDICAL HOLDINGS CORPORATION


	By:	/s/ Martin F. Jackson
		Martin F. Jackson
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer)

	By:	/s/ Scott A. Romberger
		Scott A. Romberger
		Senior Vice President, Chief Accounting Officer and Controller
		(Principal Accounting Officer)
Dated: November 3, 2016

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EXHIBIT INDEX

Exhibit		Description
10.1		Third Amendment to the Lease Agreement, dated September 19, 2016, between Old Gettysburg II, LP and Select Medical Corporation.

10.2		Amendment No. 1, dated as of September 26, 2016, among Concentra Inc., Concentra Holdings, Inc., JP Morgan Chase Bank, N.A, as the administrative agent, collateral agent and lender and the additional lenders named therein, incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K of Select Medical Holdings Corporation and Select Medical Corporation filed on September 28, 2016 (Reg. Nos. 001-34405 and 001-31441).

10.3		Office Lease Agreement, dated as of October 28, 2016, between Select Medical Corporation and Old Gettysburg Associates V, L.P.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer, and Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015, (ii) Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015, (iv) Condensed Consolidated Statements of Changes in Equity and Income for the nine months ended September 30, 2016 and (v) Notes to Condensed Consolidated Financial Statements.

Exhibit 10.1

Executive Park West II

4720 Gettysburg Road

Mechanicsburg, PA 17055

Third Amendment to Lease Agreement

This Third Amendment is made as of this 19th day of September, 2016 by and between Old Gettysburg Associates II, LP (“Landlord”), and Select Medical Corporation (“Tenant”).

BACKGROUND:

A. Landlord and Tenant are parties to that certain Office Lease Agreement dated November 1, 2012 with an effective commencement date of January 1, 2013 thereto (the “Master Lease”), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, approximately 28,048 rentable square feet of space known as Suites 101, 102, 103, 104, 201A, 202, 301, 302/303, 304 and 401 in the building located at 4720 Gettysburg Road, Mechanicsburg, Pennsylvania (the “4720 Building”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Master Lease.

B. Landlord and Tenant entered into that certain First Amendment to Lease Agreement dated February 24, 2016 with an effective commencement date of April 1, 2016 thereto (the “First Amendment”), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, approximately 4,926 rentable square feet of space known as Suite 203 in the 4720 Building.

C. Landlord and Tenant entered into that certain Second Amendment to Lease Agreement dated June 1, 2016 with an effective commencement date of July 1, 2016 thereto (the “Second

Amendment”), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, approximately 4,968 rentable square feet of space known as Suites 403/404 in the 4720 Building. The Master Lease, as amended by the First Amendment and the Second Amendment, is sometimes hereinafter referred to as the “Lease”.

D. Landlord and Tenant now desire to further amend the Lease as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound hereby, Landlord and Tenant agree as follows:

Effective September 1, 2016 the following terms contained in the Master Lease shall be amended as follows:

1. Landlord and Tenant hereby agree that Tenant shall add to the Master Lease and occupy an additional 232 RSF of space known as Suite 202A.

2. The first month’s rent for this space will commence as of September 1, 2016 and will expire on December 31, 2022.

3. The rental rate for Suite 202A shall be the same as the rental rate for the Master Lease.

4. All of the terms and conditions of the Master Lease shall be applicable to Suite 202A.

Effective November 1, 2016 the following terms contained in the Master Lease shall be amended as follows:

1. Landlord and Tenant hereby agree that Tenant shall add to the Master Lease and occupy an additional 3,207 RSF of space known as Suite 402.

2. The first month’s rent for this space will commence as of November 1, 2016 and will expire on December 31, 2022.

3. The rental rate for Suite 402 shall be the same as the rental rate for the Master Lease.

4. All of the terms and conditions of the Master Lease shall be applicable to Suite 402.

All other terms and conditions contained in the Lease and not amended hereby remain in full force and effect.

Landlord and Tenant have caused this Third Amendment to be duly executed.

	Landlord : OLD GETTYSBURG ASSOCIATES II, LP


	By:	/s/John M. Ortenzio
		John M. Ortenzio, Manager of the
		General Partner


	Tenant: SELECT MEDICAL CORPORATION

	By:	/s/ Michael E. Tarvin
	Name:	Michael E. Tarvin
	Title:	Executive Vice President, General Counsel & Secretary

Exhibit 10.3

OFFICE LEASE AGREEMENT

BASIC LEASE INFORMATION

1. Date:		October 28, 2016

2. Landlord:		Old Gettysburg Associates V, L.P.

3. Tenant:		Select Medical Corporation

4. Guarantor:		Same

5. Building:		4732 Gettysburg Road, Mechanicsburg, PA 17055

6. Premises:		First Floor — 11,323 RSF

		Second Floor — 13,279 RSF

		Suite 301/302 — 7,509 RSF

		Suite 402 — 2,405 RSF						Total: 34,516 RSF

7. Commencement Date:				October 28, 2016

8. Rent Commencement Date:				February 7, 2017 with February pro-rated rent

9. Expiration Date			February 6, 2027

10. Term:			Ten (10) Years

11. Rentable Area of the Building:				51,224			Rentable square feet

12. Rentable Area of the Premises:				34,516			Rentable square feet

13. Tenant’s Proportionate Share:				67.4%

14. Initial Annual Base Rental Rate:				$24.50		per Rentable square foot

15. Initial Annual Base Rental:				$845,642.00

16. Annual Base Rental Increase (cumulative):					3%

17. Annual increase in rental rates will occur on:				First 12 month anniversary and on subsequent anniversaries.

18. Annual Operating Expense Stop:					N/A

19. Fiscal Year:			12 months ending December 31

20. Security Deposit:			N/A

21. First Rent Check :			$70,470.17

22. Broker:	None

10/31/2016

23. Landlord’s Address for Notices:	Old Gettysburg Associates V, L.P.
	c/o Select Capital Commercial Properties, Inc.
	4718 Gettysburg Rd., Suite 401
	Mechanicsburg, PA 17055
Attention:	Property Manager

24. Tenant’s Address for Notices:	Select Medical Corporation
	4732 Gettysburg Road
	2 nd Floor
	Mechanicsburg, PA 17055
Attention:	Mike Tarvin

25. Other Terms and Conditions

25.01Landlord will provide the premises as shown on Exhibit A at no cost to the Tenant. That is to include all above ceiling work, specifically the HVAC, sprinkler, fire alarm, building standard ceiling grid and tile, and window treatments. LED Lighting to be provided with Tenant paying ½ of increased costs.

25.02Tenant shall be given a $20.00 per RSF allowance for the cost to construct the Tenant improvements below the ceiling to be paid by Landlord by plain check within ten (10) days after completion of tenant improvements.

25.03Tenant shall have use of 161 parking spaces in and around the building. Parking requirements above this will have to park in the expansion lot as shown on Exhibit A.

25.04All telephone/data lines shall be installed by Tenant.

25.05Tenant may access the Building and premises 24 hours a day.

25.06Notwithstanding Article 6 below, this is a full service Lease with Landlord paying for all operating costs. Tenant to provide insurance for their property.

26. Exhibits A through G are part of this Lease, identified as follows:

Exhibit A - Description of Premise Floor Plan/Site Plan

Exhibit A-1 Site/Parking Plan

Exhibit B - Intentionally left blank

Exhibit C - Description of Parking Rights

Exhibit D - Security Card/Key Access

Exhibit E - Rules and Regulations

Exhibit F - Move-in / Move-out Standards

Exhibit G – Guaranty (intentionally omitted)

The foregoing Basic Lease Information is hereby incorporated into and made a part of the Office Lease Agreement which is described herein and attached. Each reference in the Lease to any information and definitions contained in the Basic Lease Information shall mean and refer to the information and definitions hereinabove set forth. In the event of any conflict between any Basic Lease Information and the Lease, the Basic Lease Information shall control.

	Landlord :		Old Gettysburg Associates V, L.P.


WITNESS:	By:	/s/John M. Ortenzio
		John M. Ortenzio, Manager of
		General Partner


	Date:	10/28/2016


	Tenant :		Select Medical Corporation


WITNESS:	By:	/s/ Michael E. Tarvin
		Michael T. Tarvin, Executive Vice President
		General Counsel & Secretary


	Date:	10/28/2016

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*ARTICLE 1 - Premises*	5
*ARTICLE 2 - Term*	5
*ARTICLE 3 - Delivery of the Premises to Tenant*	5
*ARTICLE 4 - Acceptance of the Premises and Building by Tenant*	6
*ARTICLE 5 - Rental*	6
*ARTICLE 6 - Operating Expenses*	7
*ARTICLE 7 - Services by Landlord; Representations of Landlord*	7
*ARTICLE 8 - Utilities*	8
*ARTICLE 9 - Use*	9
*ARTICLE 10 - Laws, Ordinances and Requirements of Public Authorities*	9
*ARTICLE 11 - Observance of Rules and Regulations*	9
*ARTICLE 12 - Alterations*	10
*ARTICLE 13 -Liens*	10
*ARTICLE 14 - Ordinary Repairs*	10
*ARTICLE 15 – Insurance*	11
*ARTICLE 16 - Damage by Fire or Other Cause*	13
*ARTICLE 17 - Condemnation*	13
*ARTICLE 18 - Assignment and Subletting*	14
*ARTICLE 19 - Indemnification*	14
*ARTICLE 20 - Surrender of the Premises*	15
*ARTICLE 21 - Estoppel Certificates*	15
*ARTICLE 22 - Subordination*	16
*ARTICLE 23 - Parking*	16
*ARTICLE 24 - Default and Remedies*	16
*ARTICLE 25 - Waiver by Landlord*	19
*ARTICLE 26 - Security Deposit*	19
*ARTICLE 27 - Attorney’s Fees and Legal Expenses*	19
*ARTICLE 28 - Notices*	19
*ARTICLE 29 - Miscellaneous*	19
*ARTICLE 30 –Right of Assignee*	21
*ARTICLE 31 – No Waiver*	21
*ARTICLES 32 – Limitation of Liability*	21
*ARTICLES 33 – Recording*	22
*ARTICLE 34 – Successors and Assigns*	22
*ARTICLE 35 – No Partnership*	22
*ARTICLE 36 – Attornment*	22
*ARTICLE 37 – Force Majeure*	22
*EXHIBIT “A” – Description of Premise/Floor Plan*	24
*EXHIBIT “A-1” - Site/Parking Plan*
*EXHIBIT “B” – Description of Leasehold Improvements*	25
*EXHIBIT “C” - Parking*	26
*EXHIBIT “D” - Security Card Access*	27
*EXHIBIT “E” - Rules and Regulations*	28
*EXHIBIT “F” - Move-in/Move-out Standards*	30
*EXHIBIT “G” - Guaranty (intentionally omitted)*	31

OFFICE LEASE AGREEMENT

THIS Lease, dated as of the date specified in the Basic Lease Information which is attached hereto and incorporated herein for all purposes, is made between Landlord and Tenant.

ARTICLE 1 - Pr emises

Landlord leases to Tenant, and Tenant leases from Landlord for the Term (as defined below) and subject to the provisions hereof, to each of which Landlord and Tenant mutually agree, the Premises, which Premises is more particularly described in the floor plans in Exhibit A hereto, together with its appurtenances, including the right to use, in common with others, the lobbies, entrances, stairs, elevators, and loading areas if any (for loading and unloading of materials and supplies), and other public portions of the Building (“Common Areas”). The Premises shall constitute part of the “Rentable Area,” which shall be determined and defined by Landlord using standards adopted by Building Owners and Managers Association (BOMA). For purposes of this Lease, the Rentable Area of the Building and the Rentable Area of the Premises are as indicated in the foregoing Basic Lease Information. The term “Common Areas” shall mean all of the common facilities now or hereafter under, over, in or adjacent to the Building designed and intended for use by all Tenants in the Building

ARTICLE 2 - Term

Section 2.01 . The term of this Lease (the “Term”) shall begin on the Commencement Date. The Commencement Date shall be the earlier of the date:

(a) specified in the Basic Lease Information provided Landlord has delivered the Premises with the Building Standard Leasehold Improvements as set forth on Exhibit A and B substantially completed: or

(b) of Tenant’s occupancy of the Premises for the conduct of Tenant’s business (i.e. not occupancy for construction purposes) (the “Commencement Date”).

Unless sooner terminated, the Term shall end at midnight on the Expiration Date specified in the Basic Lease Information.

Section 2.02 Provided Tenant performs all of Tenant’s obligations under this Lease, including Tenant’s covenant for the payment of Rental as defined below, Tenant shall, during the Term, peaceably and quietly enjoy the Premises without disturbance from Landlord; subject, however, to the terms of this Lease and any deeds of trust, restrictive covenants, easements, and other encumbrances to which this Lease now or may become subject and subordinate.

ARTICLE 3 - Delivery of the Premises to Tenant

Section 3.01 Before the Commencement Date, Landlord shall substantially complete the floor(s) or portions thereof on which the Premises are located and shall construct the Leasehold Improvements, if any, to be constructed or installed by Landlord pursuant to the provisions of Exhibit A and B hereto. If for any reason Landlord cannot deliver the Premises to Tenant by the Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable for any loss or damage resulting there from, except that the Rental shall be waived for the period between the Commencement Date and the date when Landlord can deliver possession and Landlord shall extend the Term. Tenant may not enter or occupy the Premises until it is tendered by Landlord, unless Tenant’s entry relates to construction work in the Premises. The Premises shall be deemed completed and possession delivered when the Premises is completed to accommodate Tenants use. The terms of Exhibit A and B hereto shall govern the construction and installation of all Leasehold Improvements. The term “Building Standard Leasehold Improvements” as used herein shall mean those Leasehold Improvements which conform to Building Standard. The term “Non-Building Standard Leasehold Improvements” as used herein shall mean all Leasehold Improvements which exceed or deviate from Building Standard. The terms “Building Standard” and “Non-Building Standard” as used herein shall have the meanings specified and or indicated in Exhibit B hereto.

ARTICLE 4 - Acceptance of the Premises and Building by Tenant

Taking possession of the Premises by Tenant shall be conclusive evidence that Tenant:

(a) accepts the Premises as suitable for the purposes for which they are leased;

(b) accepts the Building and every part and appurtenance thereof as being in a good and satisfactory condition, except for any hidden or latent defects; and

(c) waives any defects in the Premises and its appurtenances, except for hidden or latent defects and the completion of those items, if any, on any punch list remaining on Exhibit A and B attached hereto.

Landlord shall not be liable, except for its sole negligence or willful misconduct, to Tenant or any of its agents, employees, licensees, or invitees for any injury or damage to person or property due to the condition or design of or any defect in the Building or its mechanical systems and equipment which may exist or occur, and Tenant, for itself and its agents, employees, licensees, and invitees, expressly assumes all risks of injury or damage to person or property, either proximate or remote, resulting from the condition of the Premises or the Building.

ARTICLE 5 - Rental

Section 5.01 Tenant covenants and agrees to pay to Landlord as Rental for the Premises, in lawful money of the United States, 1/12 of the Annual Base Rental, payable monthly in advance, without set-off, notice or demand, on the first day of each calendar month. In the event rent is not received by Landlord from Tenant by the first day of each calendar month, Tenant shall pay a late charge for special handling equal to five percent (5%) of the Rental due. Rental shall be paid to Landlord, without deduction or offset, at the address of Landlord specified in the Basic Lease Information or such other place as Landlord may designate in writing. The first monthly installment of Rental shall be paid on the Commencement Date, except that if Commencement Date is a date other than the first day of a calendar month, then the monthly Rental for the first and last fractional months of the Term shall be appropriately prorated. The term “Rental” as used herein means the sum of Annual Base Rental, and all other sums due hereunder by Tenant to Landlord, whether or not expressly denominated as rent, and shall constitute Rental for the purposes of Section 502(b)(6) of the Bankruptcy Code (11 U.S.C. § 502(b)(6)) unless a lesser amount as permitted under said section is actually due to Landlord, which in that case the lesser amount shall constitute Rental owed to the Landlord. A service charge of ten percent (10%) of the amount of any checks returned stamped “NSF” will be due and payable, in addition to the overdue installments to cover Landlord’s extra cost and expense in handling and processing. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment due under this Lease shall be deemed to be other than on account of the earliest Rental due hereunder, nor shall any endorsement or statement on any check or payment as Rental be deemed a waiver of a breach of the Lease Agreement or an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover possession of the Premise and/or the balance of such Rental or pursue any other remedy provided in this Lease or by law, unless otherwise waived in writing by Landlord. All rent in arrears shall bear interest at the Stipulated Rate of Interest of one and one half percent (1.5%) per month from the date on which the same became due until the date of payment thereof.

Section 5.02 . Upon the first anniversary of the Commencement Date of this Lease, and upon each and every anniversary date thereafter, the then current Annual Base Rental shall be increased by the Annual Base Rental Rate Increase (cumulative) as specified in the Basic Lease Information.

Section 5.03. In the event that any law, decision, rule or regulation of any governmental body having jurisdiction shall have the effect of limiting for any period of time the amount of rent or other charges payable by Tenant, to any amount less than that otherwise provided pursuant to this lease, the following amounts shall nevertheless be payable by the Tenant:

(a) Throughout such period of limitation, the Tenant shall remain liable for the maximum amount of rent and other charges which are legally payable (without regard to any limitation to the amount thereof expressed in this lease, except that all amounts payable by reason of this Section 5.03 shall not, in the aggregate, exceed the total of all amounts which would otherwise be payable by the Tenant pursuant to the terms of this lease for the period of the limitation);

(b) At the termination of such period of limitation, the Tenant shall pay to the Landlord, on demand, but only to the extent legally collectable by the Landlord, any amounts which would have been due from the Tenant during the period of limitation, but which were not paid because of such limiting law, decision, rule or regulation; and

(c) For the remaining period of the Term following the period of limitation, the Tenant shall pay the Landlord all amounts due for such portion of the Term in accordance with the provisions hereof calculated as though there had been no intervening period of limitation.

ARTICLE 6 - Operating Expenses

Section 6.01 As used in this Lease, “Operating Expenses” shall mean all expenses and costs of ownership, operation, management, maintenance, repair, replacement and safety of the Property, including without limitation, (i) real estate taxes; (ii) premiums for insurance maintained by Landlord; (iii) costs of repairs and maintenance to the Building, including periodic maintenance of the plumbing and electrical systems and heating, ventilating and cooling systems; (iv)charges for heat, water, sewer, gas, electricity and other utility services for the Property; (v) janitorial services and sanitation services for the Property, extermination, window washing for the Property and trash removal(vi) costs of snow removal, lawn maintenance and landscaping; (vii) costs for fire extinguishers and for fire and security alarm systems; (viii) management fees payable to the managing entity for the Building (ix) cost of elevator operation and maintenance,; (x) personal property taxes levied on or attributable to personal property used in connection with the operation, management, maintenance or repair of the: Property, (xi) costs of licenses, permits and similar fees and charges related to operation, maintenance, repair, replacement or registration of the Building, other than any of the foregoing related to Leasehold Improvements,; (xii) costs of supplies, materials and equipment (including rental fees) used in connection with the operation, management, maintenance or repair of the Property; and (xiii) without limiting any of the foregoing, such other expenses or charges, which, in accordance with sound accounting and management principles generally accepted with respect to a first-class building or corporate park, would be construed as an Operating Expense.

Section 6.02 If the Operating Expenses, in any calendar year following the Base Year exceed Operating Expenses during the Base Year, Tenant shall pay to Landlord an amount equal to Tenant’s Proportionate Share (as defined in the Basic Lease Information) of the increase in Operating Expenses during such year over the Base Year Operating Expenses. Commencing in calendar year 2016, as soon as practical after the beginning of each calendar year during the Term but no later than March 31 st Landlord shall furnish Tenant a written statement of the actual Operating Expenses during the previous calendar year, and Tenant’s Proportionate Share (if any) of the increase in such Operating Expenses for the previous calendar year over the Operating Expenses for the Base Year. Tenant shall have the right to audit such statement. Tenant shall pay the Tenant’s Prorata Share of any such increase in the Operating Expenses as additional rent within 60 days after receipt of such statement.

ARTICLE 7 - Services by Landlord; Representations of Landlord

Section 7.01 . While Tenant is occupying the Premises and is not in default under this Lease, Landlord shall, at its expense, but subject to the provisions of Articles 6 and 8 hereof, furnish the Premises with:

(a) passenger elevator service (where applicable) in common with other Tenants for access to and from the Premises at all times;

(b) utility services provided for in Article 8 below.

(c) janitorial cleaning services will be provided 5 nights a week to Tenants as is customary in comparable office buildings in the greater Harrisburg area: unless stated otherwise in the Basic Lease Information

(d) Landlord will clean and maintain all exterior and interior common areas, including hallways and stairwells, on a regularly scheduled basis unless stated otherwise in the Basic Lease Information.

Section 7.02 . The following representations and warranties of Landlord are and shall be true and correct as of the date of execution of this Lease by Landlord:

(a) Authorization. This Lease has been duly authorized, executed and delivered by Landlord and is the legal, valid, and binding obligation of Landlord enforceable against Landlord in accordance with its terms.

(b) Title. Landlord is the legal owner of the Property.

(c) Compliance with Laws. To Landlord’s knowledge, the Landlord has not received any written notice from any party alleging that the Property is in violation, of any applicable federal, state or local law, statute, ordinance, code, rule or regulation.

(d) Zoning. To Landlord’s actual knowledge, there are no zoning restrictions or regulations that would prohibit Tenant’s intended use of the Premises.

(e) Condemnation. To Landlord’s actual knowledge, neither the Property nor any portion thereof is the subject of any pending or threatened condemnation or similar proceeding, and Landlord has not received any written notice from any party of any condemnation or similar proceeding affecting the Property or any portion thereof.

(f) Utilities. To Landlord’s actual knowledge, all utilities required for Tenant’s intended use of the Premise as an office are available on the Property or in the public streets abutting the Property.

Section 7.03 The Landlord shall be deemed to have observed and performed the terms and conditions to be performed by the Landlord under this Lease, including those relating to the provision of utilities and services, if in so doing it acts in accordance with a directive, policy or request of a governmental or quasi-governmental authority serving the public interest in the fields of energy, conservation, security or other area of public interest.

ARTICLE 8 - Utilities

Section 8.01 While Tenant is occupying the Premises and is not in default under this Lease, Landlord shall furnish Tenant with the following utility services:

(a) potable water

(b) heating, ventilating, and/or air conditioning in season on business days from 7:00 a.m. to 6:00 p.m.

(c) electric lighting for public areas and special Services Areas of the Building all of which services shall be provided to Tenant by Landlord and paid for by Landlord (unless indicated otherwise in the Basic Lease Information). If Tenant requires air conditioning or heating outside the hours and days specified above, Landlord shall furnish it only at Tenant’s request, and Tenant will bear the entire charge which will be an amount equal to the rate charged to Landlord, at that time, plus a reasonable fee to cover Landlord’s overhead costs, with a two-hour minimum. Whenever machines or equipment that generate abnormal heat are used in the Premises by Tenant which affect the temperature or humidity otherwise maintained by the central air conditioning system, Landlord will have the right to install supplemental air conditioning units in the Premises, and the full total cost thereof, will be paid by Tenant to Landlord on demand. Notwithstanding anything in this Lease to the contrary, Tenant shall be responsible for the cost of special lighting relamping and ballasts within the Premises after initial installation of such items.

Section 8.02 . While Tenant is occupying the Premises and is not in default under this Lease, Landlord will furnish sufficient power for lighting, personal computers, and other normal office machines of similar low electrical consumption, all of which power shall be paid for by Landlord. Tenant agrees that Landlord’s aforesaid obligation does not include the provision of power for:

(a) special mainframe type computers and/or electronic data processing equipment that would require separate and/or 24/7 air conditioning,

(b) special lighting which has electrical consumption in excess of the Building Standard lighting, or

(c) any item that consumes more than 0.5 kilowatts at rated capacity or requires a voltage other than 120 volt single phase and such consumption by Tenant shall be deemed excessive usage for which Tenant shall pay Landlord upon receipt of an invoice for the cost to Landlord of such usage. Notwithstanding the aforementioned, Tenant acknowledges that the Building electrical feeders have normal design limitations, such that

(1) in no event shall lighting have a design load greater than an average of 2.00 watts per Usable square foot, and

(2) collectively, Tenant’s equipment and lighting shall not have an electrical design load greater than an average of 3.75 watts per Usable square foot. Upon the existence of Tenant’s excess electrical requirements, Landlord may, at its option, upon not less than 30 days prior written notice to Tenant, discontinue electric services to the Premises until Tenant reduces its power consumption to the permissible limits. Landlord will not be liable in any way to Tenant for failure or defect in the supply or character of electric energy or any other utility service furnished to the

Premises because of any requirement, act, or omission of the public utility servicing the Building. All installations of electrical fixtures, appliances, and equipment within the Premises shall be subject to Landlord’s prior approval. Landlord’s obligation to furnish utility services shall be subject to the rules and regulations of any municipal or other governmental authority regulating the business of providing utility services. When Tenant’s use of the Premises consumes power in excess of the Building Standard lighting and for normal office machines of similar low consumption, then the usage of such additional consumption shall be determined, at Landlord’s election, either

(a) by a survey performed by a reputable consultant selected by Landlord (and paid for by Tenant when such additional consumption is proven), or

(b) by separate meter in the Premises to be installed, maintained and read by Landlord at Tenant’s sole expense.

Section 8.03. Failure to furnish, or any stoppage of, the services provided for in Article 7 above and in this Article 8 resulting from any cause, except for Landlord’s sole negligence or willful misconduct, will not make Landlord liable in any respect for damages to either person, property, or business, nor be construed as an eviction of Tenant, nor entitle Tenant to any abatement of Rental, nor relieve Tenant from its obligations under this Lease. Landlord will, with reasonable diligence, repair any malfunction of the Building Improvements or facilities, but Tenant will have no claim for rebate, abatement of Rental, or damages because of any malfunctions or interruptions in service.

ARTICLE 9 - Use

The Premises shall be used for general office purposes and related uses, and for no other purpose and Tenant agrees to use and maintain the Premises in a clean, careful, safe, lawful, and proper manner The Tenant shall not commit or suffer to be committed any waste upon the Premise or do or suffer any act or thing which may disturb the quiet enjoyment of any occupant of the Building in which the Premise are contained, or which may result in a nuisance.

ARTICLE 10 - Laws, Ordinances and Requirements of Public Authorities

Tenant shall, at its sole expense,

(a) comply with all laws, orders, ordinances, and regulations of federal, state, county, and municipal authorities having jurisdiction over the Premises,

(b) comply with any direction made pursuant to law of any public officer or officers requiring abatement of any nuisance, or imposing any obligation, order, or duty upon Landlord or Tenant arising from Tenant’s use of the Premises or from conditions which have been created by or at the insistence of Tenant or required by reason of a breach of any of Tenant’s obligations hereunder, and

(c) indemnify Landlord and hold Landlord harmless from any loss, cost, claim, or expense which Landlord may incur or suffer by reason of Tenant’s failure to comply with its obligations under clauses (a) or (b) above. If Tenant receives written notice of violation of any such law, order, ordinance, or regulation, it shall promptly notify Landlord thereof.

ARTICLE 11 - Observance of Rules and Regulations

Tenant and its employees, agents, visitors, and licensees shall observe faithfully and comply strictly with all Rules and Regulations attached to this Lease ( Exhibit E ). Landlord shall at all times have the right to make reasonable changes in and additions to such Rules and Regulation upon prior written notice to Tenant of such changes. Any failure by Landlord to enforce any of the Rules and Regulations now or hereafter in effect, either against Tenant or any other Tenant in the Building, shall not constitute a waiver of any such Rules and Regulations. Landlord shall not be liable to Tenant for the failure or refusal by any other Tenant, guest, invitee, visitor, or occupant of the Building to comply with any of the Rules and Regulations, but Landlord shall, after receipt of notice, take reasonable action to assure compliance.

ARTICLE 12 - Alterations

Section 12.01 Tenant may not, at any time during the Term, without Landlord’s prior written consent make any alterations to the Premises. All alterations shall be made at Tenant’s expense, either by Tenant’s contractors which have been approved in writing by Landlord, which approval shall not be unreasonably withheld, or at Landlord’s option, by Landlord’s contractors on terms reasonably satisfactory to Tenant, including a fee of fifteen percent (15%) of the actual costs to Landlord for performing such work to cover Landlord’s overhead. This provision does not include work to be performed by Landlord at the commencement of the Lease as provided in the Basic Lease Information.

Section 12.02 All Leasehold Improvements (whether Building Standard or Tenant Improvements), alterations, and other physical additions made or installed by or for Tenant in or to the Premises shall be and remain Landlord’s property, except Tenant’s furniture, furnishings, personal property, and moveable trade fixtures, and shall not be removed without Landlord’s written consent.

ARTICLE 13 -Liens

Tenant shall keep the Premises, the Building, and the property on which the Building is located, free from any liens arising from any work performed, materials furnished, or obligations incurred by or at the request of Tenant. Nothing contained in this Lease shall be construed as Landlord’s consent to any performance of labor or furnishing of any materials for any specific improvements, alteration, or repair of, or to, the Premises, that would result in any liens against the Premises or liability of the Landlord. If, based upon acts of Tenant, any lien is filed against the Premises, the Building, the Property on which the Building is located, or Tenant’s Leasehold interests therein, Tenant shall discharge same within 20 days after its filing. If Tenant fails to discharge such lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, at its election, discharge the lien by either paying the amount claimed to be due, obtaining the discharge by deposit with a court or a title company, or by bonding. Tenant shall pay on demand any amount paid by Landlord for reasonable attorneys’ fees and other legal expenses of Landlord incurred in defending any such action or in obtaining the discharge of such lien, together with all necessary disbursements in connection therewith, plus a sufficient amount to cover any penalties, interest, attorneys’ fees, court costs, and other legal expenses resulting from such contest. This bond shall name Landlord and such other parties as Landlord may direct as beneficiaries thereunder.

ARTICLE 14 - Ordinary Repairs

Section 14.01 Landlord agrees to maintain the exterior and structural portions of the Premises, the Building, Common Areas and the Property, to make all capital improvements and repairs, alterations, or replacements to the Common Areas, the Building and the Property, so that the Common Areas, Building, and the Property is maintained in good condition and repair consistent with other similarly situated buildings. The exterior and structural portions of the Premises, the Common Areas, the Building and the Property, which Landlord is required to maintain, includes but is not limited to, the foundations, floors (excluding floor coverings), non-acoustical ceilings, roofs (watertight), structure, exterior walls and doors, structural columns and all structural beams of the Property, the Building and the Premises, the pipelines and all other equipment and fixtures employed in delivering water, electricity and other utilities to the Building, and major renovations, repairs, replacements or overhauls to the heating system, air conditioning, and ventilation system, and the fixtures and equipment servicing those systems located within the Premises or Building.

Section 14.02 . Tenant shall, at all times during the Term hereof and at Tenant’s sole cost and expense, keep the Premises and every part thereof in good condition and repair, ordinary wear and tear, fire and other casualty excepted. Tenant shall promptly notify the Landlord of any defect or deficiency in, malfunction of, or damage to, the Premise or any equipment, service or utility therein of which the Tenant becomes aware at any time during the Term. The Tenant covenants that: (i) Tenant shall maintain and repair the Premise; (ii) Landlord may enter and view the state of repair; (iii) Tenant shall repair the Premise according to notice in writing; and (iv) Tenant leave the premises in good repair. Subject to Article 20, section 20.02 herein, Tenant shall, at the end of the term hereof, surrender the Premises, as repaired, to Landlord in the same condition as when received, ordinary wear and tear, and Tenant’s trade fixtures and personal property excepted. If Tenant fails to make such repairs promptly, Landlord may, at its option, make such repairs, and Tenant shall pay Landlord on demand Landlord’s actual costs in making repairs plus a fee of fifteen percent (15%) to cover Landlord’s overhead.

Section 14.03 The Landlord and its servants, employees, agents and contractors shall be entitled at all reasonable times which, except in the case of emergency, shall be during the hours when the Premise are open for business to

enter upon the Premise for the purpose of making any repair in this Lease required or permitted to be made by the Landlord, for the purpose of making any repair which the Tenant fails to make according to notice in writing.

Section 14.04 The Landlord shall have the right to use, install, maintain and repair pipes, wires, ducts and other installations in, under or through the walls, ceilings and floors of the Premise for or in connection with the supply of any services or utilities to the Premise or to any part of the Building in which the Premise are contained or of the Building and the right to do such work in the Premise as the Landlord may deem necessary to preserve or protect the Premise or the Building in which the Premise are contained or the Building and for such purposes shall be entitled to enter or authorize any other person to enter the Premise.

Section 14.05 In order to make any repairs, alterations, improvements or additions in or relating to the Premise or to any part of the Building in which the Premise are contained, the Landlord may interrupt or suspend the supply to the Premise of any services or utilities where necessary until such repairs, alterations, improvements or additions shall have been completed.

Section 14.06 The Landlord and its servants, employees, agents and contractors in entering the Premise or in making any repair to the Premise or in doing any work in the Premise shall not unreasonably or unnecessarily interfere with or disturb the conduct of business of the Tenant or its licensees, concessionaires or sub-lessees and the Landlord shall indemnify the Tenant and its licensees, concessionaires or sub-lessees for all losses and damages to the Premise and to fixtures and personal property (but not for the loss of business or goodwill) sustained by reason of such entry, the making of such repair and doing such work and which would have been avoidable by the use of reasonable care and diligence.

Section 14.07 If the Tenant shall not be personally present to open and permit an entry into the Premise at any time when for any reason an entry therein shall be necessary or permissible, the Landlord or the Landlord’s agent may enter the same by a master key, or may forcibly enter the same, without rendering the Landlord or such agents liable therefore, and without in any manner affecting the covenants, obligations and agreements of the Tenant under this Lease.

ARTICLE 15 – Insurance

Section 15.01 Tenant shall, during the Term, at its sole expense, keep in force, with Tenant, Landlord, and the mortgagees and ground lessors of Landlord (if any) named as additional insured thereunder (except with respect to Worker’s Compensation coverage) all as their respective interests may appear, the following insurance:

(a) All Risk Insurance (including fire, extended coverage, vandalism, malicious mischief, extended perils, sprinkler leakage and debris removal) upon personal property of every description and kind owned by Tenant and located in the Building or for which Tenant is legally liable or installed by or on behalf of Tenant including, without limitation, fittings, installations, fixtures, removable trade fixtures, Non-Building Standard Leasehold Improvements (as defined in Exhibit B ) and Alterations, in an amount not less than the full replacement cost thereof.

(b) Commercial general liability insurance coverage (including contractual liability coverage) against any and all claims for injuries to persons or property occurring in or upon the Tenant’s Premises by reason of Tenant’s use, occupancy or operation in the Tenant’s Premises. Such insurance at all times shall provide coverage in an amount not less than ($1,000,000) per occurrence and ($2,000,000) in the aggregate. Such coverage shall insure against all liability of Tenant and its authorized representatives and visitors arising out of, and in connection with, Tenant’s use or occupancy of the Premises.

(c) Worker’s Compensation and Employer’s Liability Insurance, with a waiver of subrogation endorsement, in form and amount satisfactory to Landlord.

(d) Any other form or forms of insurance as Tenant or Landlord or the mortgagees of Landlord may reasonably require from time to time in form, in amounts, and for insurance risks against which a prudent Tenant of a comparable size and in a comparable business would protect itself upon written notice to Tenant and provided that Tenant shall not be in default if Tenant is unable after good faith attempts to secure such insurance have been made by the Tenant.

All policies shall be issued by insurers with a Best’s Insurance Reports rating of A+ or better and shall be in form satisfactory to Landlord. Tenant agrees that certificates of insurance on the Landlord’s standard form, or certified copies of each such insurance policy, naming Landlord, its mortgagees and ground lessors (if any) as additional insured, will be delivered to Landlord not later than 5 days prior to the date that Tenant takes possession of any part of the Premises. All policies shall contain an undertaking by the insurers to notify Landlord and the mortgagees of Landlord in writing, by Registered U.S. Mail, not less than 30 days before any material change, reduction in coverage, cancellation, or other termination thereof. All insurance shall be primarily as to Landlord and not participating with any other available insurance. Proceeds of Tenant’s insurance shall be available to repair or replace the insured fixtures and equipment.

Section 15.02 During the Term, Landlord shall insure the Building (but excluding Tenant Non Standard Building Improvements and any other property which Tenant is obligated to insure under Section 15.01 hereof) against damage by fire and standard extended coverage perils in an amount equal to the full replacement cost thereof, and shall provide public liability insurance in such amounts as Landlord considers appropriate. Landlord shall be named as an additional insured on Tenant’s public liability insurance, and Tenant shall deliver a certificate of such insurance to Landlord not later than 5 days prior to the date that Tenant takes possession of any part of the Premises. Landlord may, but shall not be obligated to, take out and carry any other form or forms of insurance as it or Landlord’s mortgagees may reasonably determine appropriate. Notwithstanding any contribution by Tenant to the cost of insurance premiums, as provided herein, Tenant acknowledges that it has no right to receive any proceeds from any insurance policies carried by Landlord. Landlord will not be required to carry insurance of any kind on any Non-Building Standard Leasehold Improvements, on Tenant’s furniture or furnishings, or on any of Tenant’s fixtures, equipment, improvements, or appurtenances under this Lease; and Landlord shall not be obligated to repair or replace same.

Section 15.03 Tenant shall not keep in the Premises any article which may be prohibited by any reasonable insurance policy periodically in force covering the Building. If Tenant’s occupancy results in any increase in premiums for the insurance carried by Landlord, Tenant shall pay any such increase in premiums as additional Rental within 10 days after being billed therefore. Tenant shall promptly comply with all reasonable requirements of the insurance authority or any present or future insurer relating to the Premises and the Building.

Section 15.04 If any of Landlord’s insurance policies shall be cancelled or cancellation shall be threatened or the coverage hereunder reduced or threatened to be reduced, or if the premiums on any of Landlord’s insurance policies are increased or threatened to be increased, in any way because of Tenant’s use of the Premises and, if Tenant fails to remedy the cause thereof within 48 hours after notice, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rental. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant.

Section 15.05 All policies covering real or personal property which either party obtains affecting the Premises shall include a clause or endorsement denying the insurer any rights of subrogation against the other party to the extent rights have been waived by the insured before the occurrence of injury or loss. Landlord and Tenant hereby mutually waive any rights of recovery against the other for injury or loss due to hazards covered by insurance containing such a waiver of subrogation clause or endorsement to the extent of the injury or loss covered thereby.

Section 15.06 .Every policy of insurance maintained under this Article shall provide cross liability coverage and waiver of subrogation, if available, with respect to the Landlord and the Tenant and all other companies owned, operated or controlled by or affiliated with either of them and with respect to their officers, directors and employees. Each of the Landlord and the Tenant may require the other to supply evidence thereof from time to time. If such endorsement may be obtained only by payment of an additional premium, the other party, if it insists upon such an endorsement, shall pay such additional premium. Every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Landlord or the Tenant or to which either of them is entitled under this Lease shall also be available and shall extend to protect all other companies owned, operated or controlled by or affiliated with either of them and to protect their officers, directors and employees and for such purposes the Landlord or the Tenant, as the case may be, is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons.

Section 15.07 . Notwithstanding any other provisions of this Lease, Tenant shall be permitted to satisfy any obligation to provide or maintain insurance coverage under a blanket umbrella policy or by a commercially reasonable program of self-insurance.

ARTICLE 16 - Damage by Fire or Other Cause

Section 16.01 Subject to Sections 16.02 and 16.03 hereof, if the Building is damaged by fire or other casualty so as to affect the Premises, Tenant shall immediately notify Landlord, who shall, but only if the proceeds from Landlord’s insurance available to Landlord (i) are free from collection by Landlord’s mortgagee and (ii) are sufficient, have the damage repaired, including any damages to the Leasehold Improvements, with reasonable speed at the expense of Landlord, subject to delays which may arise by reason of adjustment of loss under insurance policies and to other delays beyond Landlord’s reasonable control. Provided such damage was not the result of the negligence or willful misconduct of Tenant, or Tenant’s employees or invitees, an abatement in the Rental hereunder shall be allowed as to that portion of the Premises rendered untenantable by such damage until such time as Landlord determines that such damaged portion of the Premises has been made tenantable for Tenant’s use.

Section 16.02 If the Premises are damaged or destroyed by any cause whatsoever, and if, in the Landlord’s reasonable opinion the Premises cannot be rebuilt or made fit for Tenant’s purposes within 150 days of the damage or destruction, or if the proceeds from insurance remaining after payment of any such proceeds to Landlord’s mortgagee are insufficient to repair or restore the damage by destruction, Landlord may, at its respective option, terminate this Lease by giving the Tenant, within 30 days after such damage or destruction, notice of termination, and thereupon Rental and any other payments for which Tenant is liable under this Lease shall be apportioned and paid to the date of such damage, and Tenant shall immediately vacate the Premises, provided, however, that those provisions of this Lease which are designated to cover matters of termination and the period thereafter shall survive the termination hereof.

Section 16.03 If either

(a) the Building is damaged or destroyed to the extent that, in Landlord’s reasonable opinion it would not be economically feasible to repair or restore such damage or destruction, or

(b) in Landlord’s reasonable judgment, the damage or destruction to the Building cannot be repaired or restored within 150 days after such damage or destruction,

Landlord may, at its respective option, terminate this Lease by giving the Tenant, within 60 days after such damage, notice of such termination, thereby requiring Tenant to vacate the Premises 30 days after delivery of the notice of termination, and thereupon Rental and any other payments shall be apportioned and paid to the date on which possession is relinquished and Tenant shall immediately vacate the Premises according to such notice of termination, provided, however, that those provisions of this Lease which are designed to cover matters of termination and the period thereafter shall survive the termination hereof.

Section 16.04 No damages shall be payable by Landlord for inconvenience, loss of business, or annoyance arising from any repair or restoration of any portion of the Premises, or the Building unless caused by the sole negligence of Landlord or Landlord’s employees, agents, representatives or contractors. Landlord shall use its best efforts to have such repairs made promptly so as not to unnecessarily interfere with Tenant’s occupancy and use of the Premises, the Building and the Property.

Section 16.05 The provisions of this Article shall be considered an express agreement governing any case of damage or destruction of the Building, the Building Standard Leasehold Improvements, the Tenant’s Improvements, the alterations, or the Premises by fire or other casualty.

ARTICLE 17 - Condemnation

If the Premises shall be taken or condemned, in whole or in part, for any public purpose to such an extent as to render said Premises untenantable, this Lease shall, automatically terminate on the date on which the condemning authority takes possession of the Premise , forthwith terminate. All proceeds from any taking or condemnation shall belong to and be paid to Landlord, except to the extent of any proceeds awarded to Tenant on account of moving and relocation expenses and depreciation to and removal of Tenant’s physical property.

ARTICLE 18 - Assignment and Subletting

Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:

(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;

(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or

(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02.

No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate.

In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.

Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

ARTICLE 19 - Indemnification

Tenant waives all claims against Landlord for damage to any property or injury to, or death of, any person in, upon, or about the Property, Building, or the Premises arising at any time and from any and all causes whatsoever other than by reason of the sole negligence or willful misconduct of Landlord, its agents, employees, representatives, or contractors, and Tenant agrees that it will defend, indemnify, save, and hold harmless, Landlord from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses, and judgments suffered by, recovered from, or asserted against Landlord on account of any damage to any property or injury to, or death of, any person arising from the use of the Property, Building or the Premises by Tenant or its employees or invitees, except such as is caused by the sole negligence or willful misconduct of Landlord, its agents, employees, representatives, or contractors. Tenant’s foregoing indemnity obligation shall include reasonable attorneys’ fees and all other reasonable costs and expenses incurred by Landlord. If Landlord is made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, and provided that in any such litigation, Landlord is not finally adjudicated to be at fault, then Tenant shall pay all costs and expenses, including attorneys’ fees and court costs, incurred by or imposed upon Landlord because of any such litigation, and the amount of all such costs and expenses, including attorneys’ fees and court costs, shall be a demand obligation owing by Tenant to Landlord, and shall be considered as additional Rental.

Except to the extent provided in this Lease, the Landlord shall not be liable or responsible in any way for any loss, damage or injury of any nature whatever that may be suffered or sustained to any persons or property, and in particular, without limiting the generality of the foregoing, the Landlord shall not be liable for any loss, damage or injury of any nature whatever to any person or property:

(a) Resulting from any defect in the Premise or in the Building; or

(b) Resulting from the condition or arrangement or from the interruption or breakdown of any heating, ventilating, air-conditioning, sprinkler, mechanical or electrical equipment or machinery or of any water, gas, sewage, electrical power or other utility in the Premise, or in the Building in which the Premise are contained or in the Building; or

(d) By reason of steam, smoke, water, rain, snow or other substances leaking, issuing, flowing or escaping into any part of the Premise; or

(e) Resulting from anything done or omitted to be done by the Landlord, its servants, employees, agents, contractors, officers, customers, invitees or licensees, by other occupants of the Building, by persons in the Premise or in the Building, by occupants of adjacent property or by the public.

The Tenant shall not be entitled to any abatement of rent in respect of any such loss, damage or injury, condition, failure or interruption of service, nor shall the same constitute an eviction.

The provisions of this Article 19 shall survive the termination of this Lease with respect to any damage, injury, or death occurring before such termination.

ARTICLE 20 - Surrender of the Premises

Section 20.01 Upon the expiration or other termination of this Lease for any cause whatsoever, Tenant shall peacefully vacate the Premises in as good order and condition as the same were at the beginning of the Term or may thereafter have been improved by Landlord or Tenant, subject only to reasonable use and wear and fire and casualty thereof.

Section 20.02 Landlord must approve in writing Tenant’s removal of any Non-Standard Building Improvements, alterations, and physical additions installed in the Premises upon termination of this Lease. In the event Landlord so elects, and Tenant fails to remove the aforementioned items, Landlord may remove and store same at Tenant’s cost, and Tenant shall pay Landlord on demand, the cost of restoring the Premises to Building Standard, ordinary wear and tear excepted. Tenant agrees to remove, at Tenant’s expense, all of its furniture, furnishings, personal property, and moveable trade fixtures by the Expiration Date, and shall promptly reimburse Landlord for the cost of repairing all damage done to the Premises or the Building by such removal.

Section 20.03 Should Tenant continue to hold the Premises after the termination of this Lease, whether the termination occurs by lapse of time or otherwise, such holding over shall, unless otherwise agreed to by Landlord in writing, constitute and be construed as a tenancy at will at a monthly Rental equal to two (2)times the monthly Rental Rate for the Premises as of the date of termination, and subject to all of the other terms set forth herein except any right to renew or expand this Lease. Tenant shall be liable to Landlord for all damage which Landlord suffers because of any holding over by Tenant, and Tenant shall indemnify Landlord against all claims made by any other Tenant or prospective Tenant against Landlord resulting from delay by Landlord in delivering possession of the Premises to such other Tenant or prospective Tenant.

ARTICLE 21 - Estoppel Certificates

Tenant agrees to furnish, when requested by Landlord or the holder of any deeds of trust covering the Building, the Land, or any interest of Landlord therein, a certificate signed by Tenant certifying to such parties as Landlord may designate, to the extent such matters are true, with respect to the terms and status of this Lease and the Premises, stating that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rentals or other charges due or to become due hereunder; and such other matters as may be requested by Landlord or the holder of any such deeds of trust. To the extent any such statements requested are not true, Tenant shall explain such facts in writing. Landlord agrees periodically to furnish, when reasonably requested in writing by Tenant, certificates signed by Landlord containing substantially the same information as described above.

ARTICLE 22 - Subordination

Section 22.01 This Lease is subject and subordinate to any deeds of trust, mortgages, or other security instruments, and any other supplements or amendments thereto, which presently or may in the future cover the Building and the Land or any interest of Landlord therein, and to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such deeds of trust, mortgages, or security instruments. Landlord agrees to use his best efforts to obtain for Tenant a “non-disturbance” agreement from the holder or beneficiary of any deeds of trust, mortgages or other security instruments that in the future may cover the Building and the Land or any interest of Landlord therein. This provision is declared by Landlord and Tenant to be self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, upon demand, execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord may require. This Lease is further subject and subordinate to utility easements and agreements, covenants, restrictions, and other encumbrances which do not materially adversely effect Tenant’s intended use of the Premises, both existing and future.

Section 22.02 Notwithstanding the generality of the foregoing provisions of Section 22.01 hereof, any such mortgagee shall have the right at any time to subordinate any such ground or primary Leases, deeds of trust, mortgages, or other security instruments to this Lease on such terms and subject to such conditions as such mortgagee or ground or primary lessor may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such deeds of trust, mortgages, or other security instruments, or sale of the Building under any such deeds of trust, mortgages, or other security instruments or termination of any ground or primary Lease, Tenant shall attorn to such purchaser upon any such sale or the grantee under any deed in lieu of such foreclosure and shall recognize such purchaser or grantee as Landlord under this Lease. The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any foreclosure sale, trustee’s sale, or conveyance in lieu thereof. Tenant shall upon demanded at any time, before or after any such sale, execute, acknowledge, and deliver to Landlord’s mortgagee any written instruments and certificates evidencing such attornment as Landlord’s mortgagee may reasonably require.

ARTICLE 23 - Parking

Landlord shall permit Tenant to use the areas designated by Landlord as “parking area” for parking of vehicles in common with other tenants of the building during the term of this Lease as more fully provided for in Exhibit “C” hereto.

ARTICLE 24 - Default and Remedies

Section 24.01 The occurrence of any one or more of the following events shall, at Landlord’s option, constitute an event of default of this Lease:

(a) if Tenant fails to pay any Rental by the first day of each month or fails to pay other sums payable by Tenant hereunder by the first day of each month and fails to pay such sums within three (3) days of written notice thereof from Landlord (provided, however, if such event of default shall occur more than once in every 6 months period, Landlord shall not be required to provide any written notice of default, not provide any cure period and an event of default shall occur as and when such Rental or other sums becomes due and payable; or

(b) if Tenant shall fail to perform or observe any other term hereof or any of the Rules and Regulations and such failure shall continue for more than 30 days after notice thereof from Landlord.

(c) if any petition is filed by or against Tenant or any guarantor of Tenant’s obligations under this Lease under any section or chapter of the present or future Bankruptcy Code or under any similar law or statute of the United States or any state thereof;

(d) if Tenant or guarantor of Tenant’s obligations under this Lease becomes insolvent or is determined to be insolvent or makes a transfer in fraud of creditors;

(e) if Tenant fails to take occupancy within 30 days of the commencement date;

(f) if Tenant or guarantor of tenant’s obligations under this Lease, makes an assignment for the benefit of creditors; or

(g) if a receiver, custodian or trustee is appointed for Tenant or for any of the assets of the Tenant which appointment is not vacated within 30 days of the date of such appointment.

Section 24.02 If an event of default occurs, at any time thereafter Landlord may do one or more of the following without any additional notice or demand:

(a) Terminate this Lease by giving written notice of the termination to the Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may, without notice and without prejudice to any other remedy Landlord may have, enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefore; and Tenant shall be liable to Landlord for all loss and damage which Landlord may suffer by reason of such termination, whether through inability to re-let the Premises or otherwise, including any loss of Rental for the remainder of the Term. Any such loss of Rental shall be offset by any Rental received by Landlord as a result of re-letting the Premises during the remainder of the Term.

(b) Terminate this Lease, in which event Tenant’s event of default shall be considered a total breach of Tenant’s obligations under this Lease and Tenant immediately shall become liable for such damages for such breach amount, equal to the total of:

(1) the costs of recovering the Premises;

(2) the unpaid Rental due for the remaining term as of the date of termination, plus interest thereon at a rate per annum from the due date equal to 18% over the Prime Rate.

(3) the total Rental and other benefits which Landlord would have received under the Lease for the remainder of the Term, at the rates then in effect, together with all other expenses incurred by Landlord in connection with Tenant’s default.

(4) all other sums of money and damages owing by Tenant and Landlord.

(c) Enter upon and take possession of the Premises as Tenant’s agent without terminating this Lease and without being liable to prosecution or any claim for damages therefore, and Landlord may re-let the Premises as Tenant’s agent and receive the Rental therefore, in which event Tenant shall pay to Landlord on demand the reasonable cost of renovating and repairing the Premises for a new Tenant or Tenants and any deficiency that may arise by reason of such re-letting; shall not release or affect Tenant’s liability for Rental or for damages.

(d) Upon the occurrence of any Event of Default which is not cured by the Tenant within the period of time provided herein, if any is so provided by the terms of this Lease, the Tenant hereby empowers any Prothonotary or any attorney of any court of record within the United States or elsewhere to appear for the Tenant, with declaration filed, and confess judgment against the Tenant in favor of the Landlord, its successors or assigns, as of any term, for any determined amount to which the Landlord would be entitled as damages under the provisions hereof including also any attorney fees for collection of the same plus ten percent (10%) of the total amount of such damages, together with costs of suit, and the Tenant hereby waives all errors, defects and imperfections in entering said judgment or in any writ, or process, or proceeding thereon or thereto or in anyway touching or concerning the same; and for the confession and entry of such judgment, this Lease or a true and correct copy thereof shall be sufficient warrant and authority. The authority and power contained herein shall not be exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time to time and as often as there is an occurrence of any Event of Default which is not cured by the Tenant as provided herein, or in the event of an Event of Default as defined herein; and furthermore such authority and power may be exercised during the original and any extension or renewal thereof, or after the expiration or earlier termination of the term hereof. The interest rate of one and one-half percent per month (1.5% per month) shall survive the entering of judgment.

(e) When this lease shall be terminated or cancelled by reason of breach of any provision hereof, either during the original term of this lease or any renewal thereof, and also as soon as the term hereby created or any renewal thereof shall have expired, it shall be lawful for any attorney as attorney for Tenant to file an agreement for entering in any court of competent jurisdiction an amicable action and confession of judgment in ejectment against the Tenant and all persons claiming under the Tenant for the recovery by the Landlord of possession of the Premise, for which this lease or a true and correct copy thereof shall be his sufficient warrant, whereupon, if the Landlord so desires, a writ of possession may issue forthwith, without any prior writ or proceedings whatsoever, and provided that if for any reason after such action shall have commenced the same

shall be terminated and possession remain in or be restored to the Tenant, the Landlord shall have the right upon any subsequent default or defaults, or upon the termination or cancellation of this lease as hereinbefore set forth, to bring one or more amicable action or actions as hereinbefore set forth to recover possession as aforesaid.

(f) Do whatever Tenant is obligated to do under this Lease and may enter the Premises without being liable to prosecution or any claim for damages therefore, to accomplish this purpose. Tenant shall reimburse Landlord immediately upon demand for any expenses which Landlord incurs in thus effecting compliance with this Lease on Tenant’s behalf, and Landlord shall not be liable for any damages suffered by Tenant from such action, unless caused by the negligence or willful misconduct of Landlord or otherwise.

Section 24.03 No act or thing done by Landlord or its agents during the Term shall constitute an acceptance of an attempted surrender of the Premises, and no agreement to accept a surrender of the Premises or to terminate this Lease shall be valid unless made in writing and signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute an election by Landlord to terminate this Lease, unless a written notice of such intention is given to Tenant. Notwithstanding any such re-letting or re-entry or taking possession, Landlord may at any time thereafter terminate this Lease for a previous default. Landlord’s acceptance of partial payment of Rental following an event of default hereunder shall not be construed as a waiver of such event of default. No waiver by Landlord of any breach of this Lease shall constitute a waiver of any other violation or breach of any time of the terms hereof. Forbearance by Landlord to enforce one or more of the remedies herein provided upon a breach hereof shall not constitute a waiver of any other breach of the Lease.

Section 24.04 No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing and signed by Landlord nor shall any custom or practice which may evolve between the parties in the administration of the terms of this Lease be constituted to waive or lessen Landlord’s right to insist upon strict performance of the terms of this Lease. The rights granted to Landlord in this Lease shall be cumulative of every other right or remedy which Landlord may otherwise have at law or in equity or by statue, and the exercise of one or more rights or remedies shall not prejudice or impair the current or subsequent exercise of other rights or remedies.

Section 24.05. The Tenant expressly waives:

(a) The right to three (3) months notice and fifteen (15); or thirty (30) days notice required under certain circumstances by the Landlord and Tenant Act of 1951.

(b) Landlord and Tenant hereby waive trial by jury in any action or proceeding or counterclaim brought by either party hereto against the other party on any, and every, matter, directly or indirectly arising out of or with respect to the Lease, including, without limitation, the relationship of Landlord and Tenant, the use and occupancy by Tenant of the Premise, any statutory remedy and/or claim of injury or damage regarding the Lease, and/or the relationship of Landlord and Tenant, and any emergency.

(c) The benefit of all laws, now or hereafter in force, exempting any goods on the Demised Premises, or elsewhere, from distraint, levy or sale in any legal proceeding taken by the Landlord to enforce any rights under this Lease;

(d) The benefit of all laws now made or which may hereafter be made regarding any limitations as to the goods upon which, or the time within which, distress is to be made after the removal of goods and further relieves the Landlord of the obligation or proving or identifying such goods, it being the purpose and intent of this provision that all goods of the Tenant, whether upon the Demised Premises or not, shall be liable to distress for rent;

(e) The right to issue a writ of replevin for the recovery of any goods seized under a distress for rent or levy upon an execution for rent, damages or otherwise;

(f) The right to delay execution on any real estate that may be levied upon to collect any amount which may become due under the terms and conditions of this lease and any right to have same appraised, and the Tenant authorizes any Prothonotary or clerk to enter a writ of execution or other process upon the Tenant’s voluntary waiver and further agrees that said real estate may be sold on a writ of execution of other process;

(g) All rights under any law, ordinance or statue relating to Landlord and Tenant rights to the extent of hereby authorizing the sale of any goods distrained for rent at any time after seven (7) days from said distraint without appraisement and condemnation thereof;

(h) Tenant hereby covenants and agrees to pay to Landlord, as Additional Rent, promptly upon demand, all costs and expenses incurred by Landlord in enforcing any and every provision of this Lease and/or in pursuing any remedy for default of this Lease, regardless of initiation or conclusion of any legal proceeding; said costs and expenses shall include, but not be limited to, all legal fees, attorney’s fees, and all court costs, including the preparation of documents and the filing fee of any and all papers with the courts and the cost of depositions and investigations.

ARTICLE 25 - Waiver by Landlord

Landlord waives any rights of distraint with respect to Tenant’s trade fixtures and other personal property of Tenant located in the Premises provided under the Landlord and Tenant Act of 1951, 68 P.S. § 250.101 et seq., or otherwise.

ARTICLE 26 - Security Deposit

The Security Deposit, if any, shall be held by Landlord, without interest, as security for the performance of Tenant’s obligations under this Lease. Landlord may, without prejudice to any other remedy, use the Security Deposit to remedy any default in any obligation of Tenant hereunder, and such use shall survive the termination of this Lease, and Tenant shall promptly, in demand, restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, any remaining portion of the Security Deposit shall be returned to Tenant. If Landlord transfers its interest in the Premises during the Term, Landlord shall assign the Security Deposit to the transferee who shall then become obligated to Tenant for its return, and thereafter Landlord shall have no further liability for its return.

ARTICLE 27 - Attorney’s Fees and Legal Expenses

In any action or proceeding brought by either party against the other with respect to this Lease, the prevailing party shall be entitled to recover from the other party’s reasonable attorneys’ fees, investigation costs, and other legal expenses and court costs incurred by such party in such action or proceeding as the court may find to be reasonable. The prevailing party shall be the one who receives the net judgment in its behalf at the end of any action.

ARTICLE 28 - Notices

Any notice or document required to be delivered hereunder shall be considered delivered, whether actually received or not, when hand delivered to the address of the other party, when delivered by a nationally recognized overnight courier, or 48 hours after deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties hereto at the respective addresses specified in the Basic Lease Information, or at such other address as they have subsequently specified by written notice.

ARTICLE 29 - Miscellaneous

Section 29.01 Where this Lease requires Tenant to reimburse Landlord the cost of any item, if no such cost has been stipulated, such cost will be the reasonable and customary charge therefore periodically established by Landlord. Failure to pay any such cost, unless protested by Tenant, shall be considered as a failure to pay Rental. Landlord shall invoice Tenant for such costs, which shall be paid by Tenant within 30 days of receipt of such invoice, unless Tenant otherwise protests such costs.

Section 29.02 Landlord and Tenant represent and warrant that they have had no dealings with any broker or agent in connection with the negotiation or execution of this Lease except such brokers or agents as may be identified in the Basic Lease Information. Landlord and Tenant shall indemnify and hold each other harmless from any costs, expenses, or liability for commission or other compensation or charges claimed by any person, broker or agent (other than those identified in the Basic Lease Information), claiming through association with Tenant with respect to this Lease.

Section 29.03 As used herein, the terms “business days” means Monday through Friday (except for holidays); “normal business hours” means 7:00 a.m. to 6:00 p.m. on business days; and “holidays” means those holidays designated by Landlord, which holidays shall be consistent with those holidays designated by Landlords of comparable office Buildings in the immediate area and town.

Section 29.04 Every agreement contained in this Lease is, and shall be construed as, a separate and independent agreement. If any term of this Lease or the application thereof to any person or circumstances shall be invalid and unenforceable, the remainder of this Lease, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected.

Section 29.05 There shall be no merger of this Lease or of the Leasehold estate hereby created with the fee estate in the Premises or any part thereof by reason of the fact that the same person may acquire or hold, directly or indirectly, this Lease or the Leasehold state hereby created or any interest in this Lease or in any interest in such fee estate. In the event of a voluntary or other surrender of this Lease, or a mutual cancellation hereof, Landlord may, at its option, terminate all subleases, or treat such surrender or cancellation as an assignment of such subleases.

Section 29.06 Any liability of Landlord to Tenant under the terms of this Lease shall be limited to Landlord’s interest in the Building and the Land, and Landlord shall not be personally liable for any deficiency.

Section 29.07 Whenever a period of time is herein prescribed for action, other than the payment of money, to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restrictions, or any other cause of any kind whatsoever which is beyond the control of such party.

Section 29.08 The article headings contained in this Lease are for convenience only and shall not enlarge or limit the scope or meaning of the various and several articles hereof. Words of any gender used in this Lease shall include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires.

Section 29.09 If there be more than one Tenant, the obligations hereunder imposed Tenant shall be joint and several, and all agreements and covenants herein contained shall be binding upon the respective heirs, personal representatives, successors, and to the extent permitted under this Lease, assigns of the parties hereto.

Section 29.10 Neither Landlord nor Landlord’s agents or brokers have made any representations or promises with respect to the Premises or the Building except as herein expressly set forth and all reliance with respect to any representations or promises is based solely on those contained herein.

Section 29.11 This Lease sets forth the entire agreement between the parties and cancels all prior negotiations, arrangements, brochures, agreements, and understandings, if any, between Landlord and Tenant regarding the subject matter of this Lease. No amendment or modification of this Lease shall be binding or valid unless expressed in writing executed by both parties hereto.

Section 29.12 The submission of this Lease to Tenant shall not be construed as an offer, nor shall Tenant have any rights with respect thereto unless Landlord executes a copy of this Lease and delivers the same to Tenant.

Section 29.13 If either party signs as a corporation, each of the persons executing this Lease on behalf of the respective party represents and warrants that the party is a duly organized and existing corporation, that the party has and is qualified to do business in the Commonwealth of Pennsylvania, that the corporation has full right and authority to enter into this Lease, and that all persons signing on behalf of the corporation were authorized to do so by appropriate corporation actions. If either party signs as a partnership, trust, or other legal entity, each of the persons executing this Lease on behalf of the party represents and warrants that the party has complied with all applicable laws, rules, and governmental regulations relative to its right to do business in the Commonwealth of Pennsylvania, that such entity has the full right and authority to enter into this Lease, and that all persons signing on behalf of the party were authorized to do so by any and all necessary or appropriate partnership, trust, or other actions.

Section 29.14 If, in connection with obtaining financing for the Building or of any ground or underlying Lease, any lender shall request reasonable modifications in the Lease as a condition for such financing, Tenant will not unreasonably withhold, delay, or defer its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect either the Leasehold interest hereby created or Tenant’s use and enjoyment of the Premises.

Section 29.15 This Lease shall be governed by and construed under the laws of the Commonwealth of Pennsylvania. Any action brought to enforce or interpret this Lease shall be brought in the court of appropriate jurisdiction in the County of Pennsylvania where the Building is located. Should any provision of this Lease require

judicial interpretation, it is agreed that the Court interpreting or considering same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of the rule or conclusion that a document should be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that all parties hereto have participated in the preparation of this Lease and that legal counsel was consulted by each party before the execution of this Lease.

Section 29.16 Landlord may, upon reasonable notice (no less than 24 hours except in the case of emergencies) enter upon the Premises at reasonable hours to inspect same or clean or make repairs or alterations (but without any obligation to do so, except as expressly provided for herein) and to show the Premises to prospective lenders or purchasers, and, during the last 6 months of the Term of the Lease, to show them to prospective Tenants at reasonable hours and, if they are vacated, to prepare them for re-occupancy. Landlord shall cause its officers, agents and representatives to exercise care with any such entry not to unreasonably interfere with the operation and normal office routine of Tenant (except in the case of emergency).

Section 29.17 Landlord may elect to relocate Tenant to other space in the Building containing at least the same amount of Rentable Area as contained in the Premises (“Substitution Space”). If such relocation occurs, the description of the Premises set forth in this Lease shall, without further act on the part of the Landlord or Tenant, be deemed amended so that the Substitution Space shall be deemed the Premises hereunder, and all of the terms, covenants, conditions and provisions of this Lease shall continue in full force and effect and shall apply to the Substitution Space. The cost of relocating Tenant and altering the Substitution Space to make it comparable to the Premises shall be borne by the Landlord. The Annual Base Rental for the Substitution Space shall be the amount specified under Item 14 of the Basis Lease Information.

Section 29.18 The Exhibits and numbered riders attached to this Lease are by this reference incorporated fully herein. The term “this Lease” shall be considered to include all such Exhibits and riders.

ARTICLE 30 —Right of Assignee

The right to enter judgment against Tenant and to enforce all of the other provisions of this Lease hereinabove provided for may, at the option of any assignee of the Lease, be exercised by any assignee of the Landlord’s right, title and interest in this Lease in his, her or their own name, executed and/or witnessed in accordance with the Act of Assembly of May 28, 1915, I. Sm. L. 90, and all supplements and amendments thereto that have been or may hereafter be passed, and Tenant hereby expressly waives the requirements of said Act of Assembly and any and all laws regulating the manner and/or form in which said assignments shall be executed and witnessed.

ARTICLE 31 — No Waiver

Section 31.01 Failure of Landlord to insist upon the strict performance of any provision of this Lease or to exercise any option or rules and regulations contained shall not be construed as a waiver for the future of any such provision, rule or option. The receipt by Landlord of rent with knowledge of the breach of any provision of this Lease shall not be deemed a waiver of such breach.

Section 31.02 No provision of this Lease shall be deemed to have been waived unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent shall be deemed to be other than an account of the earliest rent then unpaid nor shall any endorsement or statement on any check or any letter accompanying any check or payment of rent deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy in this Lease provided, and no waiver by Landlord in respect to one Tenant shall constitute a waiver in favor of any other Tenant in the Premise.

ARTICLES 32 — Limitation of Liability

Anything in this Lease to the contrary notwithstanding, Tenant agrees that it shall look solely to the estate and property of the Landlord in the land and Building(s) compromising the Premise and Property and subject to the prior rights of any mortgagee of the premises and for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and/or performed by Landlord, and no other assets of the Landlord shall be subject to levy, execution or other procedures for the satisfaction of Tenant’s remedies.

ARTICLES 33 — Recording

Tenant shall not record this Lease but will, at the request of Landlord, execute a memorandum or notice thereof in recordable form, satisfactory to both Landlord and Tenant, specifying the date of commencement and expiration of the term of the lease and other information required by statute .

ARTICLE 34 — Successors and Assigns

Except as otherwise expressly provided, all provisions herein shall be binding upon and shall inure to the benefit of the parties, their legal representatives, successors and assigns including the confession of judgment and warrant of attorney set forth in Section 24.02. Each provision to be performed by Tenant shall be construed to be both a covenant and a condition, and if there shall be more than one (1) tenant, they shall all be bound jointly and severally by these provisions. In the event of any sale of the Premise, or of a sale or lease of Landlord’s interest in this Lease, Landlord shall be entirely relieved of all obligations hereunder. “Landlord” shall be deemed to be the Landlord in possession of the Premise from time to time as fee owner or as ground lessee under a ground lease.

ARTICLE 35 — No Partnership

Landlord shall in no event be construed, held or become in anyway, or for any purpose, a partner, associate or joint venturer of Tenant or any party associated with Tenant in the conduct of its business or otherwise.

ARTICLE 36 — Attornment

Tenant shall in the event of the sale or assignment of the Landlord’s interest in the Premise, or in the event of any proceedings brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord covering the Premise, attorn to the purchaser or foreclosing mortgagee and recognize such purchaser or foreclosing mortgagee as Landlord under this Lease.

ARTICLE 37 — Force Majeure

Landlord shall be excused for the period of any delay in the performance of any obligations hereunder, when prevented from so doing by cause or causes beyond Landlord’s control which shall include, without limitation, all labor disputes, civil commotion, war, warlike operations, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, inability to obtain any material, or services, or through Acts of God.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Landlord and Tenant have set their hands and seals to this Lease Agreement the day and year first above written.

	Landlord :		Old Gettysburg Associates V, L.P.


WITNESS:	By:	/s/ John M. Ortenzio
		John M. Ortenzio, Manager of
		General Partner


	Date:	10/28/2016


	Tenant :		Select Medical Corporation


WITNESS:	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin, Executive Vice President,
		General Counsel & Secretary

	Date:	10/28/2016

EXHIBIT “A” — Description of Premise/Floor Plan

(Floor plan to be attached)

Exhibit A to Exhibit 10.3

EXHIBIT “B” — Description of Leasehold Improvements

NOT APPLICABLE

EXHIBIT “C” - Parking

Parking

1. Throughout the Term, Tenant shall Lease from Landlord parking spaces in the Parking Area. All such parking spaces shall be provided to Tenant at no cost on an unassigned basis and shall be used in common with the other Tenants.

2. Landlord shall have the right to reserve parking spaces as it elects and condition use thereof on such terms as it elects.

3. Landlord shall have the right to: make reasonable changes for public parking, add parking decks, change curb cuts, change traffic patterns, re-stripe the parking surfaces as to size and location of spaces, temporarily displace vehicles (for the purpose of improving and expanding Parking Area).

4. If a card system is utilized, lost cards will be replaced on request, but a charge of $15.00 per card will be required to reimburse Landlord for administrative costs of card replacement and reprogramming of card entry processing unit.

5. Tenant shall cooperate fully in Landlord’s efforts to maintain the designated use of the various Parking Facilities and parking areas, and shall follow all regulations issued by the Landlord with respect thereto.

EXHIBIT “D” - Security Card Access

Security in the form of limited access to the Building during other than Normal Business Hours through the use of cards may be provided by Landlord. In such event Landlord agrees to provide to Tenant free of charge, 3 cards which cards will be surrendered at the Expiration Date. The cost for any cards Tenant may desire in addition to this quantity shall be $15.00 per card. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damages done by unauthorized persons on the Premises and neither shall Landlord be required to insure against any such losses unless due to the negligence or willful acts or omissions of Landlord or Landlord’s employees, agents, officers, representatives or contractors. Tenant agrees to surrender all cards then in its possession upon the expiration or earlier termination of this Lease. Any lost card shall be cancelled and Tenant shall pay the sum of $15.00 Dollars for each replacement card.

EXHIBIT “E” - Rules and Regulations

1. Sidewalks, doorways, vestibules, halls, stairways, and similar areas shall not be obstructed by Tenants or their officers, agents, servants, and employees, or used for any purpose other than ingress and egress to and from the Premises and for going from one part of the Building to another part of the Building.

2. Plumbing fixtures and appliances shall be used only for the purpose for which constructed, and no sweepings, rubbish, rags, or other unsuitable material shall be thrown or placed therein. The cost of repairing any stoppage or damage resulting to any such fixtures or appliances from such misuse shall be paid by such Tenant.

3. No signs, posters, advertisements, or notices shall be painted or affixed on any of the windows or doors, or other part of the Building, or placed in such a manner as to be visible outside the Premises, except of such color, size, and style, and in such places, as shall be first approved in writing by the Building Manager. No nails, hooks, or screws shall be driven into or inserted in any part of the Building, except by Building maintenance personnel.

4. Directories will be placed by Landlord, at Landlord’s own expense, in a conspicuous place in the Building. No other directories shall be permitted.

5. The Premises shall not be used for conducting any barter, trade, or exchange of goods or sale through promotional give-away programs or any business involving the sale of second-hand goods, insurance salvage stock, or file sale stock, and shall not be used for any auction or pawnshop business, any fire sale, bankruptcy sale, going-out-of-business sale, moving sale, bulk sale, or any other business which, because of merchandising methods or otherwise, would tend to lower the character of the Building. Canvassing, soliciting and peddling in the Building are prohibited.

6. Tenants shall not do anything, or permit anything to be done, in or about the Building, or bring or keep anything therein, that will in any way increase the possibility of fire or other casualty or obstruct or interfere with the rights of, or otherwise injure or annoy, other Tenants, or do anything in conflict with the valid pertinent laws, rules, or regulations of any governmental authority. Tenants shall not use or keep in the Building any flammable or explosive fluid or substance, or any illuminating material, unless it is battery powered, UL approved.

7. Tenants shall not place a load upon any floor of the Premises which exceeds the floor load per square foot which such floor was designed to carry or which is allowed by applicable Building Code. Landlord may prescribe the weight and position of all safes and heavy installations which Tenant desires to place in the Premises so as properly to distribute the weight thereof. All damage done to the Building by the improper placing of heavy items which over-stress the floor will be repaired at the sole expense of the Tenant.

8. A Tenant shall notify the Building Manager when safes or other heavy equipment are to be taken into or out of the Building. Moving of such items shall be done under the supervision of the Building Manager, after receiving written permission. Tenant shall not move in or out of the Building at the beginning or end of the Lease term, prior to 6:00 p.m. on any weekday.

9. Corridor doors, when not in use, shall be kept closed. All window blinds shall be left in closed position, in order to facilitate energy conservation.

10. All deliveries must be made via the service entrance and service elevators during normal business hours. Prior approval must be obtained from Landlord for any deliveries that must be received after normal business hours. Any hand trucks utilized for deliveries must be equipped with rubber tires and side guards.

11. Each Tenant shall cooperate with Building employees in keeping the Premises neat and clean. When conditions are such that Tenant must dispose of crates, boxes, etc., it will be the responsibility of Tenant to do so outside of the hours of 7:00 a.m. and 6:00 p.m., at Tenant’s expense.

12. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways. No birds, animals, reptiles, or any other creatures, shall be brought into or kept in or about the Building except for any Seeing Eye dogs.

13. Should a Tenant require telegraphic, telephonic, annunciator, or any other communication service, Landlord will direct Tenant as to where and how the electricians and installers shall introduce and place wires, and none shall be introduced or placed except as Landlord shall direct in writing.

14. Tenants shall not make or permit any improper noises in the Building, or otherwise interfere in any way with other Tenants or persons having business with them.

15. No equipment shall be operated on the Premises that could unreasonably interfere with the rights of any other Tenant in the Building without written consent of Landlord. Nothing shall be done or permitted in the Premises, and nothing shall be brought into or kept on the Premises, which would impair or interfere with any of the Building services, or the use or enjoyment by any other Tenant of any other Premises, nor shall there be installed by any Tenant any heating, ventilating, air conditioning, electrical or other equipment of any kind which, in the judgment of the Landlord, might cause any such impairment or interference. No space heaters or fans shall be operated in the Premises.

16. Business machines and mechanical equipment belonging to Tenant which cause noise and/or vibration that may be transmitted to the structure of the Building or to any Leased space so as to be objectionable to Landlord or any Tenants in the Building, shall be placed and maintained by Tenant, at Tenant’s expense, in settings of cork, rubber, or spring type noise and/or vibration eliminators sufficient to eliminate vibration and/or noise.

17. Tenants shall not permit any cooking within the Premises and shall not permit any food or other odors emanating within the premises to seep into other portions of the Building. Tenants shall not install vending machines in the Premises.

18. No locks shall be changed without Landlord consent. No additional locks shall be placed upon any doors without the prior written consent of Landlord. All necessary keys shall be furnished by Landlord, and the same shall be surrendered upon termination of this Lease, and Tenant shall then give Landlord or his agent an explanation of the combination of all locks on the doors or vaults. Tenant shall initially be given two (2) keys to the Premises by Landlord. No duplication of such keys shall be made by Tenants. Additional keys shall be obtained only from Landlord, at a reasonable fee to be determined by Landlord.

19. Tenants, employees, or agents, or anyone else who desires to enter the Building after normal business hours, may be required to sign in upon entry and sign out upon leaving, giving the location during such person’s stay and such person’s time of arrival and departure.

20. Tenants will not locate furnishings or cabinets adjacent to mechanical or electrical access panels or over air conditioning outlets so as to prevent operating personnel form servicing such units as routine or emergency access may require. Cost of moving such furnishings for Landlord’s access will be at Tenant’s expense. The lighting and air conditioning equipment of the Building will remain the exclusive charge of the Building designated personnel. Landlord will control all internal lighting that may be visible from the exterior of the Building and shall have the right to change any unapproved lighting, without notice to Tenant, at Tenant’s expense. Tenant shall not place cabinets or other furniture against the exterior wall which exceeds the height of the window sills.

21. Tenants shall comply with parking rules and regulations as may be posted and distributed from time to time, and shall take reasonable steps to cooperate with Landlord to enforce compliance.

22. Tenants shall provide plexiglass or other pads for all chairs mounted on rollers or casters, unless same are designated for use on carpet by the manufacturer.

23. No Tenant shall make any changes or alterations to any portion of the Building without Landlord’s prior written approval (which approval shall not be unreasonably withheld), which may be given on such conditions as Landlord may elect. All such work shall be done by Landlord’s by contractors and/or workmen working under Landlord’s supervision.

24. Landlord has the right to evacuate the Building in event of emergency or catastrophe.

25. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, Tenant, before occupying the Premises, shall procure and maintain such license or permit and submit it for Landlord’s inspection. Tenant shall at all times comply with the terms of any such license or permit.

26. Landlord shall have the right, exercisable without notice and without liability to any Tenant, to change the name and street address of the Building, and to install signs on the interior and exterior of the Building.

27. Smoking is not permitted anywhere inside or at the entrances of the Premise or Building.

28. Landlord reserves the right to rescind any of these rules and regulations and make such other and further rules and regulations as in the reasonable judgment of Landlord shall from time to time be needed for the safety, protection, care, and cleanliness of the Building, the operation thereof, the preservation of good order therein, and the protection and comfort of its Tenants, their agents, employees, and invitees, which rules and regulations when made and notice thereof given to a Tenant shall be binding upon him in like manner as if originally herein prescribed.

EXHIBIT “F” — Move-in/Move-Out Standards

This Move In/ Move-Out Standards (Exhibit F) is made between Landlord and Tenant as identified on the Basic Lease information is a part of that certain Office Lease between Landlord and Tenant (the “Lease”0 concerning a portion of the Property more commonly known as the Common Area, Property and Premise.

In order to protect the Common Areas of the Property and Premise the following standards shall be adhered to during any move-in or move-out when the items to be moved cannot be hand carried to the Premise. The tenant agrees to the following:

1. Tenant, both in relation to the move in and move out process, must engage a moving company whose primary business and expertise is the moving of office equipment and furniture. Tenant must submit to Landlord the moving company’s Insurance Certificate which reflects that the Property owner and Property manager are insured against any and all damage caused by the moving company to the Property or to third parties and the moving company has the appropriate Worker’s Compensation insurance at least 3 days prior to any move.

2. Tenant must give Landlord at least 24 hour notice prior to moving furniture or equipment in or out of the Property in order to allow Landlord to place protection pads on the elevator walls.

3. Tenant may only use the elevator that Landlord has designated as the elevator for moving furniture or equipment.

4. Tenant is responsible to adequately protect the floor and walls of the lobby, elevator, etc. from damage and failure to do so may result in a charge being issued to the Tenant to repair the walls or floors of the Property.

5. Tenant and Tenant’s agents must move all furniture and other objects (that cannot be hand carried) on carts with non-marring rubber wheels and rubber sideguards to protect the finished surfaces of the walls and floors of the Property.

6. Tenant, prior to moving any furniture or equipment, must properly block open all passageway doors in order to avoid damage to the doors by the moving of the furniture and equipment.

7. Tenant shall be responsible for any and all damage resulting from the moving in and out of the Premise.

EXHIBIT “G” — Guaranty

[INTENTIONALLY OMITTED]

EXHIBIT 31.1

SELECT MEDICAL HOLDINGS CORPORATION AND
SELECT MEDICAL CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, David S. Chernow, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Select Medical Holdings Corporation and Select Medical Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2016	/s/ David S. Chernow
	David S. Chernow
	President and Chief Executive Officer

EXHIBIT 31.2

SELECT MEDICAL HOLDINGS CORPORATION AND
SELECT MEDICAL CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Martin F. Jackson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Select Medical Holdings Corporation and Select Medical Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2016	/s/ Martin F. Jackson
	Martin F. Jackson
	Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Select Medical Holdings Corporation and Select Medical Corporation (the “Company”) for the period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, David S. Chernow and Martin F. Jackson, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

November 3, 2016

/s/ David S. Chernow
David S. Chernow
President and Chief Executive Officer


/s/ Martin F. Jackson
Martin F. Jackson
Executive Vice President and Chief Financial Officer