Select Medical Holdings Corporation Announces Results For Its First Quarter Ended March 31, 2018

MECHANICSBURG, Pa., May 3, 2018 /PRNewswire/ -- Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced results for its first quarter ended March 31, 2018.

For the first quarter ended March 31, 2018, net operating revenues increased 14.8% to $1,253.0 million, compared to $1,091.5 million for the same quarter, prior year. Income from operations increased 18.3% to $108.6 million for the first quarter ended March 31, 2018, compared to $91.8 million for the same quarter, prior year. Net income increased 87.5% to $44.0 million for the first quarter ended March 31, 2018, compared to $23.5 million for the same quarter, prior year. Net income for the first quarter ended March 31, 2018 included a pre-tax loss on early retirement of debt of $10.3 million. Net income for the first quarter ended March 31, 2017 included a pre-tax loss on early retirement of debt of $19.7 million. Adjusted EBITDA increased 17.5% to $163.2 million for the first quarter ended March 31, 2018, compared to $138.9 million for the same quarter, prior year. Income per common share increased to $0.25 on a fully diluted basis for the first quarter ended March 31, 2018, compared to $0.12 for the same quarter, prior year. Adjusted income per common share was $0.29 per diluted share for the first quarter ended March 31, 2018, compared to $0.21 for the same quarter, prior year. Adjusted income per common share excludes the loss on early retirement of debt and U.S. HealthWorks acquisition costs and their related tax effects for the first quarter ended March 31, 2018. Adjusted income per common share excludes the loss on early retirement of debt and its related tax effects for the first quarter ended March 31, 2017. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table V of this release. A reconciliation of income per common share to adjusted income per common share is presented in table VI of this release.

Company Overview

Select Medical began operations in 1997 and has grown to be one of the largest operators of long term acute care hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on the number of facilities. As of March 31, 2018, Select Medical operated 99 long term acute care hospitals in 27 states, 24 rehabilitation hospitals in 10 states, and 1,617 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 531 occupational health centers in 41 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At March 31, 2018, Select Medical had operations in 47 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

Long Term Acute Care Segment

For the first quarter ended March 31, 2018, net operating revenues for the long term acute care segment increased 4.4% to $464.7 million, compared to $445.1 million for the same quarter, prior year. Adjusted EBITDA for the long term acute care segment increased 0.9% to $73.0 million for the first quarter ended March 31, 2018, compared to $72.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the long term acute care segment was 15.7% for the first quarter ended March 31, 2018, compared to 16.3% for the same quarter, prior year. The Adjusted EBITDA results for the long term acute care segment include start-up losses of approximately $0.4 million for the first quarter ended March 31, 2018. The long term acute care segment did not incur start-up losses for the first quarter ended March 31, 2017. Certain long term acute care key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

Inpatient Rehabilitation Segment

For the first quarter ended March 31, 2018, net operating revenues for the inpatient rehabilitation segment increased 20.7% to $174.8 million, compared to $144.8 million for the same quarter, prior year. Adjusted EBITDA for the inpatient rehabilitation segment increased 64.0% to $26.8 million for the first quarter ended March 31, 2018, compared to $16.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the inpatient rehabilitation segment was 15.3% for the first quarter ended March 31, 2018, compared to 11.3% for the same quarter, prior year. The Adjusted EBITDA results for the inpatient rehabilitation segment include start-up losses of approximately $0.8 million for the first quarter ended March 31, 2018, compared to approximately $2.0 million for the same quarter, prior year. Certain inpatient rehabilitation key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

Outpatient Rehabilitation Segment

For the first quarter ended March 31, 2018, net operating revenues for the outpatient rehabilitation segment increased 2.8% to $257.4 million, compared to $250.4 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $30.5 million for the first quarter ended March 31, 2018, compared to $31.4 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 11.9% for the first quarter ended March 31, 2018, compared to 12.5% for the same quarter, prior year. Certain outpatient rehabilitation key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

Concentra Segment

For the first quarter ended March 31, 2018, net operating revenues for the Concentra segment increased 42.1% to $356.1 million, compared to $250.6 million for the same quarter, prior year. Adjusted EBITDA for the Concentra segment increased 35.7% to $57.8 million for the first quarter ended March 31, 2018, compared to $42.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the Concentra segment was 16.2% for the first quarter ended March 31, 2018, compared to 17.0% for the same quarter, prior year. Certain Concentra key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

On February 1, 2018, Concentra acquired all of the issued and outstanding shares of stock of U.S. HealthWorks, Inc. (“U.S. HealthWorks”) an occupational medicine and urgent care service provider which operates approximately 240 centers and onsite clinics. The results for the quarter ended March 31, 2018 include the operations of U.S. HealthWorks effective February 1, 2018. For the period February 1, 2018 through March 31, 2018, U.S. HealthWorks contributed net operating revenues of $89.9 million.

Stock Repurchase Program

Select Medical did not repurchase shares during the first quarter ended March 31, 2018 under its authorized $500.0 million stock repurchase program. The program has been extended until December 31, 2018, and will remain in effect until then, unless further extended or earlier terminated by the board of directors. Since the inception of the program through March 31, 2018, Select Medical has repurchased 35,924,128 shares at a cost of approximately $314.7 million, or $8.76 per share, which includes transaction costs.

Amendment to Senior Secured Credit Facilities

On March 22, 2018, Select Medical entered into an amendment to the senior secured credit agreement dated March 6, 2017. The amendment (i) decreases the applicable interest rate on the term loans from the Adjusted LIBO Rate (as defined in the credit agreement and subject to an Adjusted LIBO floor of 1.00%) plus 3.50% to the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75%, or from the Alternative Base Rate (as defined in the credit agreement and subject to an Alternate Base Rate floor of 2.00%) plus 2.50% to the Alternative Base Rate plus a percentage ranging from 1.50% to 1.75%, in each case based on Select Medical’s total net leverage ratio (as defined in the credit agreement); (ii) decreases the applicable interest rate on the loans outstanding under the revolving facility from the Adjusted LIBO Rate plus a percentage ranging from 3.00% to 3.25% to the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75%, or from the Alternative Base Rate plus a percentage ranging from 2.00% to 2.25% to the Alternative Base Rate plus a percentage ranging from 1.50% to 1.75%, in each case based on Select Medical’s total net leverage ratio; (iii) extends the maturity date for the term loans from March 6, 2024 to March 6, 2025; and (iv) makes certain other technical amendments to the credit agreement as set forth therein.

Business Outlook

Select Medical reaffirms its 2018 business outlook, provided in its January 8, 2018 press release, for net operating revenues and Adjusted EBITDA. Select Medical continues to expect consolidated net operating revenues for the full year 2018 to be in the range of $5.0 billion to $5.2 billion. Select Medical continues to expect Adjusted EBITDA for the full year 2018 to be in the range of $630.0 million to $660.0 million. Select Medical is adjusting its 2018 business outlook for fully diluted income per common share to include the first quarter 2018 loss on early retirement of debt and U.S. HealthWorks acquisition costs and their related tax effects. Select Medical now expects fully diluted income per common share for the full year 2018 to be in the range of $0.93 to $1.08. Select Medical expects adjusted income per common share to be in the range of $0.97 to $1.12. Adjusted income per common share excludes the loss on early retirement of debt and U.S. HealthWorks acquisition costs and their related tax effects.

Conference Call

Select Medical will host a conference call regarding its first quarter results, as well as its business outlook, on Friday, May 4, 2018, at 9:00am ET. The domestic dial in number for the call is 1-866-440-2669. The international dial in number is 1-409-220-9844. The conference ID for the call is 2793449. The conference call will be webcast simultaneously and can be accessed at Select Medical Holdings Corporation’s website www.selectmedicalholdings.com.

For those unable to participate in the conference call, a replay will be available until 11:59pm ET, March 11, 2018. The replay number is 1-855-859-2056 (domestic) or 1-404-537-3406 (international). The passcode for the replay will be 2793449. The replay can also be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

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Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors including the following:

• changes in government reimbursement for our services 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 failure of our long term acute care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our net operating revenues and profitability to decline;
• the failure of our long term acute care hospitals and inpatient rehabilitation facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our net operating revenues and profitability to decline;
• a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;
• acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources or expose us to unforeseen liabilities;
• our plans and expectations related to the acquisition of U.S. HealthWorks by Concentra and our ability to realize anticipated synergies;
• private third-party payors for our services may adopt payment policies 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;
• a security breach of our or our third-party vendors’ information technology systems may subject us to potential legal and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; and
• other factors discussed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including factors discussed under the heading “Risk Factors” of the quarterly reports on Form 10-Q and of the annual report on Form 10-K for the year ended December 31, 2017.

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

Investor inquiries:

Joel T. Veit
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com

SOURCE: Select Medical Holdings Corporation

 I. Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2017 and 2018 (In thousands, except per share amounts, unaudited) 2017(1) 2018 % Change ------ ---- -------- Net operating revenues $1,091,517 $1,252,964 14.8% Costs and expenses: Cost of services 929,138 1,065,813 14.7 General and administrative 28,075 31,782 13.2 Depreciation and amortization 42,539 46,771 9.9 ------ ------ --- Income from operations 91,765 108,598 18.3 Loss on early retirement of debt (19,719) (10,255) N/M Equity in earnings of unconsolidated subsidiaries 5,521 4,697 (14.9) Non-operating gain (loss) (49) 399 N/M Interest expense (40,853) (47,163) 15.4 ------- ------- Income before income taxes 36,665 56,276 53.5 Income tax expense 13,202 12,294 (6.9) ------ ------ Net income 23,463 43,982 87.5 Less: Net income attributable to non- controlling interests 7,593 10,243 34.9 ----- ------ Net income attributable to Select Medical $15,870 $33,739 112.6% ======= ======= Weighted average shares outstanding(2): Basic 128,464 129,691 Diluted 128,628 129,816 Income per common share(2): Basic $0.12 $0.25 Diluted $0.12 $0.25 

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 (1) The financial results for the first quarter ended March 31, 2017 were retrospectively conformed to reflect the adoption of Topic 606, Revenue from Contracts with Customers. (2) Under the two-class method for calculating income per common share, unvested restricted stock is a separate, participating class. Income per common share and weighted average common shares outstanding exclude amounts attributed to the unvested restricted class of stockholders. Net income allocated to the unvested restricted stockholders was $1.1 million and $0.5 million for the three months ended March 31, 2018 and 2017, respectively. Unvested restricted weighted average shares were 4,416 thousand and 4,242 thousand for the three months ended March 31, 2018 and 2017, respectively. 

 N/M = Not Meaningful 

 II. Condensed Consolidated Balance Sheets (In thousands, unaudited) December 31, 2017 March 31, 2018 ----------------- -------------- Assets Cash $122,549 $119,683 Accounts receivable 691,732 806,391 Other current assets 106,545 115,267 Total Current Assets 920,826 1,041,341 Property and equipment, net 912,591 973,483 Goodwill 2,782,812 3,318,611 Identifiable intangible assets, net 326,519 424,647 Other assets 184,418 210,561 Total Assets $5,127,166 $5,968,643 ========== ========== Liabilities and Equity Payables and accruals $583,216 $603,232 Current portion of long- term debt and notes payable 22,187 22,499 Total Current Liabilities 605,403 625,731 Long- term debt, net of current portion 2,677,715 3,478,021 Non- current deferred tax liability 124,917 125,020 Other non- current liabilities 145,709 167,120 Total Liabilities 3,553,744 4,395,892 Redeemable non- controlling interests 640,818 607,474 Total equity 932,604 965,277 ------- ------- Total Liabilities and Equity $5,127,166 $5,968,643 ========== ========== 

 III. Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2017 and 2018 (In thousands, unaudited) 2017 2018 ---- ---- Operating activities Net income $23,463 $43,982 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries 4,911 1,364 Depreciation and amortization 42,539 46,771 Provision for bad debts 781 85 Equity in earnings of unconsolidated subsidiaries (5,521) (4,697) Loss on extinguishment of debt 6,527 412 Gain on sale of assets and businesses (4,609) (513) Stock compensation expense 4,586 4,927 Amortization of debt discount, premium and issuance costs 3,422 3,136 Deferred income taxes (3,425) 78 Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable (118,269) (45,811) Other current assets (7,621) (8,945) Other assets (48) 16,633 Accounts payable and accrued expenses (18,017) (18,533) Income taxes 15,420 11,838 ------ ------ Net cash provided by (used in) operating activities (55,861) 50,727 ------- ------ Investing activities Business combinations, net of cash acquired (9,566) (515,359) Purchases of property and equipment (50,653) (39,617) Investment in businesses (500) (1,754) Proceeds from sale of assets and businesses 19,512 691 ------ --- Net cash used in investing activities (41,207) (556,039) ------- -------- Financing activities Borrowings on revolving facilities 530,000 165,000 Payments on revolving facilities (415,000) (150,000) Proceeds from term loans 1,139,822 779,904 Payments on term loans (1,170,817) (2,875) Revolving facility debt issuance costs (3,887) (1,333) Borrowings of other debt 6,571 11,600 Principal payments on other debt (5,275) (5,909) Repurchase of common stock (156) (122) Proceeds from exercise of stock options 617 738 Decrease in overdrafts (17,062) (7,916) Proceeds from issuance of non-controlling interests 2,094 - Distributions to non- controlling interests (3,657) (286,641) ------ -------- Net cash provided by financing activities 63,250 502,446 ------ ------- Net decrease in cash and cash equivalents (33,818) (2,866) Cash and cash equivalents at beginning of period 99,029 122,549 ------ ------- Cash and cash equivalents at end of period $65,211 $119,683 ======= ======== Supplemental Information Cash paid for interest $38,565 $35,233 Cash paid for taxes $1,207 $376 Non-cash equity exchange for acquisition of U.S. HealthWorks $ - $238,000 

 IV. Key Statistics For the Three Months Ended March 31, 2017 and 2018 (unaudited) 2017(e) 2018 % Change ------ ---- -------- Long Term Acute Care Number of hospitals - end of period (a) 102 99 Net operating revenues (,000) $445,123 $464,676 4.4% Number of patient days (b) 255,097 265,840 4.2% Number of admissions (b) 9,309 9,833 5.6% Net revenue per patient day (b)(c) $1,731 $1,730 (0.1)% Adjusted EBITDA (,000) $72,337 $72,972 0.9% Adjusted EBITDA margin 16.3% 15.7% Inpatient Rehabilitation Number of hospitals - end of period (a) 20 24 Net operating revenues (,000) $144,825 $174,774 20.7% Number of patient days (b) 62,268 76,890 23.5% Number of admissions (b) 4,376 5,394 23.3% Net revenue per patient day (b)(c) $1,517 $1,623 7.0% Adjusted EBITDA (,000) $16,328 $26,776 64.0% Adjusted EBITDA margin 11.3% 15.3% Outpatient Rehabilitation Number of clinics - end of period (a) 1,610 1,617 Net operating revenues (,000) $250,371 $257,381 2.8% Number of visits (b) 2,075,790 2,067,465 (0.4)% Revenue per visit (b)(d) $99 $103 4.0% Adjusted EBITDA (,000) $31,351 $30,525 (2.6)% Adjusted EBITDA margin 12.5% 11.9% Concentra Number of centers - end of period (b) 308 531 Net operating revenues (,000) $250,589 $356,116 42.1% Number of visits (b) 1,886,815 2,596,059 37.6% Revenue per visit (b)(d) $116 $124 6.9% Adjusted EBITDA (,000) $42,592 $57,797 35.7% Adjusted EBITDA margin 17.0% 16.2% 

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 (a) Includes managed locations. (b) Excludes managed locations. For purposes of our Concentra segment, onsite clinics and community-based outpatient clinics are excluded. (c) Net revenue per patient day is calculated by dividing direct patient service revenues by the total number of patient days. (d) Net revenue per visit is calculated by dividing direct patient service revenue by the total number of visits. For purposes of this computation for our outpatient rehabilitation segment, direct patient service revenue does not include managed clinics. For purposes of this computation for our Concentra segment, direct patient service revenue does not include onsite clinics and community-based outpatient clinics. (e) The financial results for the first quarter ended March 31, 2017 have been recast to conform to the current segment reporting structure and to reflect the adoption of Topic 606, Revenue from Contracts with Customers. 

 V. Net Income to Adjusted EBITDA Reconciliation For the Three Months Ended March 31, 2017 and 2018 (In thousands, unaudited) The presentation of 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 to evaluate financial performance and determine resource allocation for each of Select Medical’s operating segments. 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. The following table reconciles net income to Adjusted EBITDA for Select Medical. Adjusted EBITDA is used by Select Medical to report its segment performance. Adjusted EBITDA is defined as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, acquisition costs associated with U.S. HealthWorks, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries. 

 Three Months Ended March 31, 2017 2018 ---- ---- Net income $23,463 $43,982 Income tax expense 13,202 12,294 Interest expense 40,853 47,163 Non-operating loss (gain) 49 (399) Equity in earnings of unconsolidated subsidiaries (5,521) (4,697) Loss on early retirement of debt 19,719 10,255 ------ ------ Income from operations 91,765 108,598 Stock compensation expense: Included in general and administrative 3,749 3,990 Included in cost of services 837 937 Depreciation and amortization 42,539 46,771 U.S. HealthWorks acquisition costs - 2,936 --- ----- Adjusted EBITDA $138,890 $163,232 ======== ======== Long term acute care $72,337 $72,972 Inpatient rehabilitation 16,328 26,776 Outpatient rehabilitation 31,351 30,525 Concentra 42,592 57,797 Other (a) (23,718) (24,838) ------- ------- Adjusted EBITDA $138,890 $163,232 ======== ======== 

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 (a) Other primarily includes general and administrative costs. 

 VI. Reconciliation of Income per Common Share to Adjusted Income per Common Share For the Three Months Ended March 31, 2017 and 2018 (In thousands, except per share amounts, unaudited) Adjusted net income available to common stockholders and adjusted income per common share - diluted shares are not measures of financial performance under GAAP. Items excluded from adjusted net income available to common stockholders and adjusted income per common share - diluted shares are significant components in understanding and assessing financial performance. Select Medical believes that the presentation of adjusted net income available to common stockholders and adjusted income per common share - diluted shares are important to investors because they are reflective of the financial performance of our ongoing operations and provide better comparability of our results of operations between periods. Adjusted net income available to common stockholders and adjusted income per common share - diluted shares should not be considered in isolation or as alternatives to, or substitutes for, net income, 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 net income available to common stockholders and adjusted income per common share - diluted shares are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, adjusted net income available to common stockholders and adjusted income per common share - diluted shares as presented may not be comparable to other similarly titled measures of other companies. The following tables reconcile net income available to common stockholders and income per common share to adjusted net income available to common stockholders and adjusted income per common share - diluted shares for Select Medical. 

 Three Months Ended March 31, 2017 Per Share(a) 2018(b)(c) Per Share(a) ---- ----------- --------- ----------- Net income attributable to Select Medical $15,870 $33,739 Earnings allocated to unvested restricted stockholders 507 1,111 Net income available to common stockholders $15,363 $0.12 $32,628 $0.25 Adjustments: Loss on early retirement of debt 19,719 7,324 U.S. HealthWorks acquisition costs - 1,745 Estimated income tax benefit (d) (7,796) (3,478) Earnings allocated to unvested restricted stockholders (381) (184) ---- ---- Adjusted net income available to common stockholders $26,905 $0.21 $38,035 $0.29 ======= ======= Adjustment for dilution 0.00 0.00 ---- ---- Adjusted income per common share - diluted shares $0.21 $0.29 ===== ===== Weighted average common shares outstanding: Basic 128,464 129,691 Diluted 128,628 129,816 

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 (a) Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except adjusted income per common share -diluted shares, which is based on diluted shares outstanding. (b) For the three months ended March 31, 2018, the loss on early retirement is comprised of losses related to both the Select credit facilities and Concentra credit facilities. The loss on early retirement of debt related to the Concentra credit facilities is net of non-controlling interest. (c) For the three months ended March 31, 2018, the U.S. HealthWorks acquisition costs recognized by Concentra are net of non- controlling interest. (d) Represents the estimated income tax impacts on the adjustments to net income. 

 VII. Net Income to Adjusted EBITDA and Income per Common Share to Adjusted Income per Common Share Reconciliations Business Outlook for the Year Ending December 31, 2018 (In millions, unaudited) The following are reconciliations of full year 2018 Adjusted EBITDA and adjusted income per common share - diluted shares expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure. Refer to table V and table VI for a discussion of Select Medical’s use of Adjusted EBITDA and adjusted income per common share - diluted shares in evaluating financial performance. Refer to table V for the definition of Adjusted EBITDA. Each item presented in the below tables are estimations of full year 2018 expectations. 

 Range Non-GAAP Measure Reconciliation Low High --- ---- Net income attributable to Select Medical $125 $145 Net income attributable to non- controlling interests 41 43 --- --- Net income 166 188 Income tax expense 65 73 Interest expense 206 206 Equity in earnings of unconsolidated subsidiaries (22) (22) Loss on early retirement of debt 10 10 --- --- Income from operations 425 455 Stock compensation expense 21 21 Depreciation and amortization 181 181 U.S. HealthWorks acquisition costs 3 3 Adjusted EBITDA $630 $660 ==== ==== 

 Range Non-GAAP Measure Reconciliation Low High --- ---- Income per common share - diluted shares $0.93 $1.08 Adjustments: Loss on early retirement of debt 0.03 0.03 U.S. HealthWorks acquisition costs 0.01 0.01 Adjusted income per common share - diluted shares $0.97 $1.12 ===== =====