Forward-looking statements This offering memorandum contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs

Forward-looking statements

This offering memorandum 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:

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.

Unless otherwise indicated, the terms

"Holdings" refers only to Select Medical Holdings Corporation, our parent holding company, and "Select,"

"our company," "us," "we" and "our" refer to Select Medical Corporation together

with its subsidiaries. As used herein the term "Adjusted EBITDA" shall have the meaning provided in "-Summary

historical consolidated financial and other data" below.

We began operations in 1997 and, based on

the number of facilities, are one of the largest operators of critical illness recovery hospitals (previously referred to as long

term acute care hospitals), rehabilitation hospitals (previously referred to as inpatient rehabilitation facilities), outpatient

rehabilitation clinics, and occupational health centers in the United States. As of September 30, 2019, we had operations in 47

states and the District of Columbia. As of September 30, 2019, we operated 100 critical illness recovery hospitals in 28 states,

29 rehabilitation hospitals in 12 states, and 1,707 outpatient rehabilitation clinics in 37 states and the District of Columbia.

As of September 30, 2019, Concentra, a joint venture subsidiary, operated 523 occupational health centers in 41 states. Concentra

also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics ("CBOCs").

We manage our company through four business

segments: our critical illness recovery hospital segment, our rehabilitation hospital segment, our outpatient rehabilitation segment,

and our Concentra segment. We had net operating revenues of $5,344.0 million for the twelve months ended September 30, 2019. Of

this total, we earned approximately 34% of our net operating revenues from our critical illness recovery hospital segment, approximately

12% from our rehabilitation hospital segment, approximately 19% from our outpatient rehabilitation segment, and approximately 30%

from our Concentra segment. Our critical illness recovery hospital segment consists of hospitals designed to serve the needs of

patients recovering from critical illnesses, often with complex medical needs, and our rehabilitation hospital segment consists

of hospitals designed to serve patients that require intensive physical rehabilitation care. Patients are typically admitted to

our critical illness recovery hospitals and rehabilitation hospitals from general acute care hospitals. Our outpatient rehabilitation

segment consists of clinics that provide physical, occupational, and speech rehabilitation services. Our Concentra segment consists

of occupational health centers and contract services provided at employer worksites that deliver occupational medicine, physical

therapy, and consumer health services. Additionally, our Concentra segment delivers veteran's healthcare through its Department

of Veterans Affairs CBOCs. During 2019, we began reporting the net operating revenues and expenses associated with employee leasing

services provided to our non-consolidating subsidiaries as part of our other activities. Previously, these services were reflected

in the financial results of our reportable segments. Under these employee leasing arrangements, actual labor costs are passed through

to our non-consolidating subsidiaries, resulting in our recognition of net operating revenues equal to the actual labor costs incurred.

Prior year results that are presented in our consolidated financial statements and the accompanying notes that are included in

this offering memorandum and Holdings' consolidated financial statements and the accompanying notes contained in Holdings'

quarterly report on Form 10-Q for the quarter ended September 30, 2019 incorporated by reference into this offering memorandum

have been changed to conform to the current presentation.

Critical illness recovery hospitals

We are a leading operator of critical illness

recovery hospitals in the United States, which are certified by Medicare as LTCHs. The key elements of our critical illness recovery

hospital strategy are to:

Focus on specialized inpatient services.

We serve highly acute patients and patients with debilitating injuries and rehabilitation needs that cannot be adequately cared

for in a less medically intensive environment, such as a skilled nursing facility. Chronically critically ill patients admitted

to our critical illness recovery hospitals require long stays, benefiting from a more specialized and targeted clinical approach.

Our care model is distinct from what patients experience in general acute care hospitals.

Provide high-quality care and service.

Our critical illness recovery hospitals serve a critical role in comprehensive healthcare delivery. Through our specialized treatment

programs and staffing models, we treat patients with acute, highly complex, and specialized medical needs. Our treatment programs

focus on specific patient needs and medical conditions, such as ventilator weaning protocols, comprehensive wound care assessments

and treatment protocols, medication review and antibiotic stewardship, infection control and prevention, and customized mobility,

speech, and swallow programs. Our staffing models ensure that patients have the appropriate clinical resources over the course

of their stay. We maintain quality assurance programs to support and monitor quality of care standards and to meet regulatory requirements

and maintain Medicare certifications. We believe that we are recognized for providing quality care and service, which helps develop

brand loyalty in the local areas we serve.

Our treatment programs are continuously reassessed and updated

based on peer-reviewed literature. This approach provides our clinicians access to the best practices and protocols that we have

found to be effective in treating various conditions in this population such as respiratory failure, non-healing wounds, brain

injury, renal dysfunction, and complex infectious diseases. In addition, we customize these programs to provide a treatment plan

tailored to meet our patients' unique needs. The collaborative team-based approach coupled with the intense focus on patient

safety and quality affords these highly complex patients the best opportunity to recover from catastrophic illness. This comprehensive

care model is ultimately measured by the functional recovery of each of our patients.

The quality of the patient care we provide is continually monitored

using several measures, including clinical outcomes data and analyses and patient satisfaction surveys. Quality metrics from our

critical illness recovery hospitals are used to create monthly, quarterly, and annual reporting for our leadership team. In order

to benchmark ourselves against other hospitals, we collect our clinical and patient satisfaction information and compare it to

national standards and the results of other healthcare organizations. We are required to report quality measures to individual

states based on unique requirements and laws. We also submit required quality data elements to the Center for Medicare & Medicaid

Control operating costs. We continually

seek to improve operating efficiency and control costs at our critical illness recovery hospitals by standardizing operations and

centralizing key administrative functions. These initiatives include:

Increase commercial volume. We have

focused on continued expansion of our relationships with commercial insurers to increase our volume of patients with commercial

insurance in our critical illness recovery hospitals. We believe that commercial payors seek to contract with our hospitals because

we offer our patients high-quality, cost-effective care at more attractive rates than general acute care hospitals. We also offer

commercial enrollees customized treatment programs not typically offered in general acute care hospitals.

Pursue opportunistic acquisitions.

We may grow our network of critical illness recovery hospitals through opportunistic acquisitions. When we acquire a critical illness

recovery hospital or a group of related facilities, a team of our professionals is responsible for formulating and executing an

integration plan. We seek to improve financial performance at such facilities by adding clinical programs that attract commercial

payors, centralizing administrative functions, and implementing our standardized resource management programs.

Rehabilitation hospitals