10-Q 1 d445626d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

Commission file number 001-15925

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware    13-3893191

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

4000 Meridian Boulevard

Franklin, Tennessee

  

37067

(Zip Code)

(Address of principal executive offices)   

615-465-7000

(Registrant’s telephone number)

 

 

Indicate by check mark whether the registrant (1) has 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑    No ☐

Indicate by check mark whether the registrant has 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer ☑

  Accelerated filer ☐    Smaller reporting company ☐    
 

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

   Emerging growth company ☐    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☑

As of October 26, 2017, there were outstanding 114,727,001 shares of the Registrant’s Common Stock, $0.01 par value.

 

 

 


Table of Contents

Community Health Systems, Inc.

Form 10-Q

For the Three and Nine Months Ended September 30, 2017

 

Part I. Financial Information

     Page  

Item 1.

  Financial Statements:   
 

Condensed Consolidated Statements of Loss - Three and Nine Months Ended September 30, 2017 and September 30, 2016 (Unaudited)

     2  
 

Condensed Consolidated Statements of Comprehensive Loss - Three and Nine Months Ended September 30, 2017 and September 30, 2016 (Unaudited)

     3  
 

Condensed Consolidated Balance Sheets - September  30, 2017 and December 31, 2016 (Unaudited)

     4  
 

Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2017 and September 30, 2016 (Unaudited)

     5  
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

     6  

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      57  

Item 3.

  Quantitative and Qualitative Disclosures about Market Risk      89  

Item 4.

  Controls and Procedures      89  
Part II. Other Information   

Item 1.

  Legal Proceedings      90  

Item 1A.

  Risk Factors      94  

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds      95  

Item 3.

  Defaults Upon Senior Securities      95  

Item 4.

  Mine Safety Disclosures      95  

Item 5.

  Other Information      95  

Item 6.

  Exhibits      96  

Signatures

     97  


Table of Contents

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(In millions, except share and per share data)

(Unaudited)

 

                                                                                                   
     Three Months Ended      Nine Months Ended  
     September 30,      September 30,  
     2017      2016      2017      2016  

Operating revenues (net of contractual allowances and discounts)

     $ 4,333         $ 5,084         $ 14,323         $ 16,128   

Provision for bad debts

     667       704       2,028         2,159   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net operating revenues

     3,666         4,380         12,295         13,969   
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating costs and expenses:

           

Salaries and benefits

     1,724         2,067         5,704         6,537   

Supplies

     610       723       2,056         2,281   

Other operating expenses

     911       1,026         2,984         3,256   

Government and other legal settlements and related costs

          10       (32)        10 

Electronic health records incentive reimbursement

     (2)        (5)        (25)        (54)  

Rent

     93       109       306       340 

Depreciation and amortization

     206       265       665       839 

Impairment and (gain) loss on sale of businesses, net

     33       39       363       1,695   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses

     3,576         4,234         12,021         14,904   
  

 

 

    

 

 

    

 

 

    

 

 

 

Income (loss) from operations

     90       146       274       (935)  

Interest expense, net

     238       233       706       730 

Loss from early extinguishment of debt

          -        35       30 

Gain on sale of investments in unconsolidated affiliates

     -        -        -        (94)  

Equity in earnings of unconsolidated affiliates

     (5)        (4)        (13)        (38)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations before income taxes

     (147)        (83)        (454)        (1,563)  

Benefit from income taxes

     (59)        (29)        (74)        (141)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations

     (88)        (54)        (380)        (1,422)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Discontinued operations, net of taxes:

           

Loss from operations of entities sold or held for sale

     (1)        (2)        (4)        (4)  

Impairment of hospitals sold or held for sale

     (1)        -        (6)        (1)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations, net of taxes

     (2)        (2)        (10)        (5)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

     (90)        (56)        (390)        (1,427)  

Less: Net income attributable to noncontrolling interests

     20       23       56       73 
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to Community Health Systems, Inc. stockholders

     $ (110)        $ (79)        $ (446)        $ (1,500)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic loss per share attributable to Community Health Systems, Inc. common stockholders:

           

Continuing operations

     $ (0.96)        $ (0.69)        $ (3.91)        $ (13.50)  

Discontinued operations

     (0.02)        (0.02)        (0.08)        (0.05)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

     $ (0.98)        $ (0.71)        $ (3.99)        $ (13.55)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted loss per share attributable to Community Health Systems, Inc. common stockholders:

           

Continuing operations

     $ (0.96)        $ (0.69)        $ (3.91)        $ (13.50)  

Discontinued operations

     (0.02)        (0.02)        (0.08)        (0.05)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

     $ (0.98)        $ (0.71)        $ (3.99)        $ (13.55)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted-average number of shares outstanding:

           

Basic

     111,935,738         110,888,040         111,701,812         110,672,520   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

     111,935,738         110,888,040         111,701,812         110,672,520   
  

 

 

    

 

 

    

 

 

    

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

(Unaudited)

 

                                                                                       
     Three Months Ended      Nine Months Ended  
     September 30,      September 30,  
     2017      2016      2017      2016  

Net loss

   $ (90)      $ (56)      $ (390)      $ (1,427)  

Other comprehensive income (loss), net of income taxes:

           

Net change in fair value of interest rate swaps, net of tax

          10            (11)  

Net change in fair value of available-for-sale securities, net of tax

          (7)             (8)  

Amortization and recognition of unrecognized pension cost components, net of tax

          -            
  

 

 

    

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss)

               17       (16)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss

     (82)        (53)        (373)        (1,443)  

Less: Comprehensive income attributable to noncontrolling interests

     20       23       56       73 
  

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss attributable to Community Health Systems, Inc. stockholders

   $ (102)      $ (76)      $ (429)      $ (1,516)  
  

 

 

    

 

 

    

 

 

    

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)

 

                                                 
     September 30, 2017      December 31, 2016  
ASSETS      

Current assets:

     

Cash and cash equivalents

   $ 590      $ 238  

Patient accounts receivable, net of allowance for doubtful accounts of $3,538 and $3,773 at September 30, 2017 and December 31, 2016, respectively

     2,888        3,176  

Supplies

     445        480  

Prepaid income taxes

     22        17  

Prepaid expenses and taxes

     207        187  

Other current assets

     526        568  
  

 

 

    

 

 

 

Total current assets

     4,678        4,666  
  

 

 

    

 

 

 

Property and equipment

     11,552        12,422  

Less accumulated depreciation and amortization

     (4,221)        (4,273)  
  

 

 

    

 

 

 

Property and equipment, net

     7,331        8,149  
  

 

 

    

 

 

 

Goodwill

     6,148        6,521  
  

 

 

    

 

 

 

Other assets, net

     1,578        2,608  
  

 

 

    

 

 

 

Total assets

   $ 19,735      $ 21,944  
  

 

 

    

 

 

 
LIABILITIES AND EQUITY              

Current liabilities:

     

Current maturities of long-term debt

   $ 40      $ 455  

Accounts payable

     850        995  

Accrued interest

     238        207  

Accrued liabilities

     1,149        1,230  
  

 

 

    

 

 

 

Total current liabilities

     2,277        2,887  
  

 

 

    

 

 

 

Long-term debt

     13,901        14,789  
  

 

 

    

 

 

 

Deferred income taxes

     319        411  
  

 

 

    

 

 

 

Other long-term liabilities

     1,399        1,575  
  

 

 

    

 

 

 

Total liabilities

     17,896        19,662  
  

 

 

    

 

 

 

Redeemable noncontrolling interests in equity of consolidated subsidiaries

     530        554  
  

 

 

    

 

 

 

EQUITY

     

Community Health Systems, Inc. stockholders equity:

     

Preferred stock, $.01 par value per share, 100,000,000 shares authorized; none issued

     -        -  

Common stock, $.01 par value per share, 300,000,000 shares authorized; 114,658,341 shares issued and outstanding at September 30, 2017, and 113,876,580 shares issued and outstanding at December 31, 2016

     1        1  

Additional paid-in capital

     2,002        1,975  

Accumulated other comprehensive loss

     (45)        (62)  

Accumulated deficit

     (745)        (299)  
  

 

 

    

 

 

 

Total Community Health Systems, Inc. stockholders’ equity

     1,213        1,615  

Noncontrolling interests in equity of consolidated subsidiaries

     96        113  
  

 

 

    

 

 

 

Total equity

     1,309        1,728  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 19,735      $ 21,944  
  

 

 

    

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

                                                     
     Nine Months Ended  
     September 30,  
     2017      2016  

Cash flows from operating activities:

     

Net loss

   $ (390)      $ (1,427)  

Adjustments to reconcile net loss to net cash provided by operating activities:

     

Depreciation and amortization

     665        839  

Government and other legal settlements and related costs

     8        10  

Stock-based compensation expense

     20        36  

Impairment of hospitals sold or held for sale

     6        1  

Impairment and (gain) loss on sale of businesses, net

     363        1,695  

Loss from early extinguishment of debt

     35        30  

Gain on sale of investments in unconsolidated affiliates

     -        (94)  

Other non-cash expenses, net

     24        19  

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

     

Patient accounts receivable

     229        (40)  

Supplies, prepaid expenses and other current assets

     (37)        64  

Accounts payable, accrued liabilities and income taxes

     (215)        (256)  

Other

     (91)        (67)  
  

 

 

    

 

 

 

Net cash provided by operating activities

     617        810  
  

 

 

    

 

 

 

Cash flows from investing activities:

     

Acquisitions of facilities and other related equipment

     (4)        (122)  

Purchases of property and equipment

     (428)        (561)  

Proceeds from disposition of hospitals and other ancillary operations

     1,666        12  

Proceeds from sale of property and equipment

     4        10  

Purchases of available-for-sale securities

     (85)        (395)  

Proceeds from sales of available-for-sale securities

     133        386  

Proceeds from sale of investments in unconsolidated affiliates

     -        403  

Distribution from Quorum Health Corporation

     -        1,219  

Increase in other investments

     (95)        (201)  
  

 

 

    

 

 

 

Net cash provided by investing activities

     1,191        751  
  

 

 

    

 

 

 

Cash flows from financing activities:

     

Repurchase of restricted stock shares for payroll tax withholding requirements

     (5)        (5)  

Deferred financing costs and other debt-related costs

     (66)        (22)  

Proceeds from noncontrolling investors in joint ventures

     5        -  

Redemption of noncontrolling investments in joint ventures

     (5)        (19)  

Distributions to noncontrolling investors in joint ventures

     (79)        (69)  

Borrowings under credit agreements

     839        3,929  

Issuance of long-term debt

     3,100        -  

Proceeds from receivables facility

     26        66  

Repayments of long-term indebtedness

     (5,271)        (5,492)  
  

 

 

    

 

 

 

Net cash used in financing activities

     (1,456)        (1,612)  
  

 

 

    

 

 

 

Net change in cash and cash equivalents

     352        (51)  

Cash and cash equivalents at beginning of period

     238        184  
  

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ 590      $ 133  
  

 

 

    

 

 

 

Supplemental disclosure of cash flow information:

     

Interest payments

   $ (630)      $ (767)  
  

 

 

    

 

 

 

Income tax payments, net of refunds

   $ (5)      $ (6)  
  

 

 

    

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of September 30, 2017 and December 31, 2016 and for the three-month and nine-month periods ended September 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. All intercompany transactions and balances have been eliminated. The results of operations for the three and nine months ended September 30, 2017, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2017. Certain information and disclosures normally included in the notes to condensed consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are 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, 2016, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2017 (“2016 Form 10-K”).

Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity on the condensed consolidated balance sheets to distinguish between the interests of the Parent Company and the interests of the noncontrolling owners. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the condensed consolidated balance sheets.

Throughout these notes to the condensed consolidated financial statements, Community Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of Community Health Systems, Inc.

Allowance for Doubtful Accounts.    Accounts receivable are reduced by an allowance for amounts that could become uncollectible in the future. Substantially all of the Company’s receivables are related to providing healthcare services to patients at its hospitals and affiliated businesses.

The Company estimates the allowance for doubtful accounts by reserving a percentage of all self-pay accounts receivable without regard to aging category, based on collection history, adjusted for expected recoveries and any anticipated changes in trends. The Company’s ability to estimate the allowance for doubtful accounts is not impacted by not utilizing an aging of net accounts receivable as the Company believes that substantially all of the risk exists at the point in time such accounts are identified as self-pay. For all other non-self-pay payor categories, the Company reserves an estimated amount on historical collection rates for the uncontractualized portion of all accounts aging over 365 days from the date of discharge. These amounts represent an immaterial percentage of the outstanding accounts receivable. The percentage used to reserve for all self-pay accounts is based on the Company’s collection history. The Company collects substantially all of its third-party insured receivables, which include receivables from governmental agencies.

Collections are impacted by the economic ability of patients to pay and the effectiveness of the Company’s collection efforts. Significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the Company’s collection of accounts receivable and the estimates of the collectability of future accounts receivable and are considered in the Company’s estimates of accounts receivable collectability. The Company also continually reviews its overall reserve adequacy by monitoring historical cash collections as a percentage of trailing net revenue less provision for bad debts, as well as by analyzing current period net revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions.

 

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COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), recognized during the three and nine months ended September 30, 2017 and 2016, were as follows (in millions):

 

                                                                                       
             Three Months Ended                      Nine Months Ended          
     September 30,      September 30,  
     2017      2016      2017      2016  

Medicare

   $                 961      $                 1,170      $                 3,268      $                 3,866  

Medicaid

     478        531        1,538        1,676  

Managed Care and other third-party payors

     2,319        2,741        7,722        8,580  

Self-pay

     575        642        1,795        2,006  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 4,333      $ 5,084      $ 14,323      $ 16,128  
  

 

 

    

 

 

    

 

 

    

 

 

 

Electronic Health Records Incentive Reimbursement.    The federal government has implemented a number of regulations and programs designed to promote the use of electronic health records (“EHR”) technology and, pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), established requirements for a Medicare and Medicaid incentive payments program for eligible hospitals and professionals that adopt and meaningfully use certified EHR technology. The Company utilizes a gain contingency model to recognize EHR incentive payments. Recognition occurs when the eligible hospitals adopt or demonstrate meaningful use of certified EHR technology for the applicable payment period and have available the Medicare cost report information for the relevant full cost report year used to determine the final incentive payment.

Medicaid EHR incentive payments are calculated based on prior period Medicare cost report information available at the time when eligible hospitals adopt, implement, upgrade or demonstrate meaningful use of certified EHR technology. Since the information for the relevant full Medicare cost report year is available at the time of attestation, the incentive income from resolving the gain contingency is recognized when eligible hospitals adopt, implement, upgrade or demonstrate meaningful use of certified EHR technology.

Medicare EHR incentive payments are calculated based on the Medicare cost report information for the full cost report year that began during the federal fiscal year in which meaningful use is demonstrated. Since the necessary information is only available at the end of the relevant full Medicare cost report year and after the cost report is settled, the incentive income from resolving the gain contingency is recognized when eligible hospitals demonstrate meaningful use of certified EHR technology and the information for the applicable full Medicare cost report year to determine the final incentive payment is available.

In some instances, the Company may receive estimated Medicare EHR incentive payments prior to when the Medicare cost report information used to determine the final incentive payment is available. In these instances, recognition of the gain for EHR incentive payments is deferred until all recognition criteria described above are met.

Eligibility for annual Medicare incentive payments is dependent on providers successfully attesting to the meaningful use of EHR technology. Medicaid incentive payments are available to providers in the first payment year that they adopt, implement or upgrade certified EHR technology; however, providers must demonstrate meaningful use of such technology in any subsequent payment years to qualify for additional incentive payments. Medicaid EHR incentive payments are fully funded by the federal government and administered by the states; however, the states are not required to offer EHR incentive payments to providers.

The Company recognized approximately $2 million and $5 million for the three months ended September 30, 2017 and 2016, respectively, and $25 million and $54 million for the nine months ended September 30, 2017 and 2016, respectively, of incentive reimbursement for HITECH incentives from Medicare and Medicaid related to certain of the Company’s hospitals and for certain of the Company’s employed physicians that have demonstrated meaningful use of certified EHR technology or have completed attestations to their adoption or implementation of certified EHR technology. These incentive reimbursements are presented as a reduction of operating costs and expenses on the condensed consolidated statements of loss. The Company received cash related to the incentive reimbursement for HITECH incentives of approximately $3 million and $7 million for the three months ended September 30, 2017 and 2016, respectively, and approximately $39 million and $116 million for the nine months ended September 30, 2017 and 2016, respectively. The Company recorded no deferred revenue in connection with the receipt of these payments for either September 30, 2017 or September 30, 2016.

 

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COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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Accounting for the Impairment or Disposal of Long-Lived Assets.    During the nine months ended September 30, 2017, the Company recorded a total combined impairment charge and loss on disposal of approximately $363 million to reduce the carrying value of certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Included in the carrying value of the hospital disposal groups at September 30, 2017 is a net allocation of approximately $229 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. The Company will continue to evaluate the potential for further impairment of the long-lived assets of underperforming hospitals as well as evaluating offers for potential sale. Based on such analysis, additional impairment charges may be recorded in the future.

New Accounting Pronouncements.    In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. This ASU provides companies the option of applying a full or modified retrospective approach upon adoption. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company expects to adopt this ASU on January 1, 2018 and is currently implementing its plan for adoption and evaluating the impact on its revenue recognition policies, procedures and control framework and the resulting impact on its consolidated financial position, results of operations and cash flows. The Company has established an implementation group for this ASU with an implementation plan to transition to the new standard and determine its impact during 2017. A significant element of executing this plan is the process of reviewing sources of revenue and evaluating the patient account population to determine the appropriate distribution of patient accounts into portfolios with similar characteristics that, when evaluated under the new revenue standard, will result in a materially consistent revenue amount for such portfolios as if each patient account was evaluated on a contract-by-contract basis. The Company is currently evaluating the appropriate portfolios to apply in its analysis and is considering the impact of applying the new standard when its individual patient accounts are evaluated in those portfolios. The Company continues to assess the quantitative impact that the adoption of this accounting standard will have on the financial statements of the Company. Currently, the Company does not expect the adoption of this ASU to have a material impact on its consolidated results of operations on a prospective basis. However, it is possible that as a result of the evaluation process to adopt this ASU, a material adjustment could be made to reduce the amount of net patient accounts receivable on the consolidated statement of financial position of the Company. This potential impact is a result of the Company’s preliminary observations from the application of new processes and methodologies to determine the patient portfolios and estimate the implicit price concessions and constraints on revenue required by this new accounting standard. These assessments of the impact of implementing this ASU are subject to completion of the Company’s processes in adopting this new standard. The Company expects this process will be completed in the fourth quarter of 2017 and expects to disclose the effect of implementing this ASU in its Annual Report on Form 10-K for the year ending December 31, 2017 (“2017 Form 10-K”).

The Company is also in the process of assessing the impact of the new standard on various reimbursement programs that represent variable consideration, including settlements with third party payors, disproportionate share payments, supplemental state Medicaid programs, bundled payment of care programs and other reimbursement programs in which the Company’s hospitals participate. Due to the many different forms of calculation and reimbursement that these programs take that vary from state to state, the application of the new accounting standard could have an impact on the revenue recognized for variable consideration. Moreover, industry guidance is continuing to develop around this issue, and any conclusions in the final industry guidance that is inconsistent with the Company’s application could result in changes to the Company’s expectations regarding the impact that this new accounting standard could have on the Company’s financial statements. For example, in July 2017, a draft of industry guidance was issued on the application of this ASU on variable consideration resulting from settlements with third party payors, and in October 2017, a draft of industry guidance was issued on the application of this ASU on variable consideration resulting from bundled payment of care programs and other risk-sharing arrangements. The Company is evaluating whether such industry guidance will have an impact on its current accounting policies and procedures related to third party settlements. Final drafts of industry guidance on these and other reimbursement programs unique to the healthcare industry are expected later in 2017. The Company is monitoring the development of such guidance.

Additionally, the adoption of the new accounting standard will impact the presentation on the Company’s statement of operations for a significant component of its provision for bad debts. After adoption of the new standard, the majority of what is currently classified as the provision for bad debts will be reflected as an implicit price concession as defined in the standard and therefore a reduction to net patient revenue. The Company will consider certain changes in collectability on its self-pay patient accounts receivable resulting from certain credit and collection issues not assessed at the date of service and recognize such amounts in the provision for bad debts included in operating expenses on the statement of operations.

 

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Previously, the Company disclosed its intention to apply the full retrospective approach to implementing this ASU upon adoption at January 1, 2018. During the last several months, as the Company has developed and implemented new processes for accumulating detailed financial information on patient revenue at the portfolio level, management concluded that the full retrospective approach to applying this ASU to prior periods would be significantly impacted by the number of hospitals that the Company has divested or spun-off in recent years, and the effect of those transactions on the portfolios. As a result, the Company has now decided to apply the modified retrospective approach to adopting this ASU.

In January 2016, the FASB issued ASU 2016-01, which amends the measurement, presentation and disclosure requirements for equity investments, other than those accounted for under the equity method or that require consolidation of the investee. The ASU eliminates the classification of equity investments as available-for-sale with any changes in fair value of such investments recognized in other comprehensive income, and requires entities to measure equity investments at fair value, with any changes in fair value recognized in net income. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2018, and is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations.

In February 2016, the FASB issued ASU 2016-02, which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. The ASU also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. This ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2019. Because of the number of leases the Company utilizes to support its operations, the adoption of this ASU is expected to have a significant impact on the Company’s consolidated financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s consolidated financial position and results of operations, and the quantitative and qualitative factors that will impact the Company as part of the adoption of this ASU, as well as any changes to its leasing strategy that may occur because of the changes to the accounting and recognition of leases. Most recently, the Company has organized an implementation group of cross-functional departmental management to ensure the completeness of its lease information, analyze the appropriate classification of current leases under the new standard, and develop new processes to execute, approve and classify leases on an ongoing basis. The Company has also engaged outside experts to assist in the development of this plan, as well as the identification and selection of software tools and processes to maintain lease information critical to applying the new standard.

In March 2016, the FASB issued ASU 2016-09, which was issued to simplify some of the accounting guidance for share-based compensation. Among the areas impacted by the amendments in this ASU is the accounting for income taxes related to share-based payments, accounting for forfeitures, classification of awards as equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016. The Company adopted this ASU on January 1, 2017. Because of the recent decline in the Company’s stock price below the Company’s stock price at the stock award grant date for outstanding share-based awards, the principal impact from adopting this ASU has been a $16 million increase in the Company’s current provision for income taxes due to the deficiency created by a difference between the actual tax deduction that will be recognized from the vesting of outstanding share-based awards during the nine months ended September 30, 2017, compared to the higher stock compensation expense previously recorded over the vesting period as determined based on the fair value of the restricted stock at the grant date.

In January 2017, the FASB issued ASU 2017-04, which simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. Instead of a two-step impairment model, if the carrying amount of a reporting unit exceeds its fair value as determined in step one of the impairment test, an impairment loss is measured at the amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This ASU is effective for any interim or annual impairment tests for fiscal years beginning after December 15, 2019, with early adoption permitted. As noted in the Company’s critical accounting policy discussion on goodwill, during the fourth quarter of 2016 the Company performed its annual goodwill impairment analysis. While the result of the step two valuation in that analysis did not indicate an impairment of goodwill, the initial calculation of hospital operations reporting unit fair value in the step one test indicated that the carrying amount of the hospital operations reporting unit exceeded its fair value by approximately $800 million. Depending on future changes in fair value and the impact of allocated goodwill for planned divestitures, at adoption there could be a material impairment charge recorded for this excess amount. The Company is evaluating whether to early adopt this ASU and what impact it will have on its consolidated financial position and results of operations.

 

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In March 2017, the FASB issued ASU 2017-07, which changes the presentation of the components of net periodic benefit cost for sponsors of defined benefit plans for pensions. Under the changes in this ASU, the service cost component of net periodic benefit cost will be reported in the same income statement line as other employee compensation costs arising from services during the reporting period. The other components of net periodic benefit cost will be presented separately in a line item outside of operating income. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2018, and is currently evaluating the impact that adoption of this ASU will have on its consolidated results of operations. Since the changes required in this new ASU only change the income statement classification of the components of net periodic benefit cost, no changes are expected to income from continuing operations or net income. Currently, the Company reports all of the components of net periodic benefit cost as a component of salaries and benefits on the consolidated statement of income.

In August 2017, the FASB issued ASU 2017-12, which was issued to amend hedge accounting recognition and disclosure requirements to improve transparency and simplify the application of hedge accounting for certain hedging instruments. The amendments in this ASU that will have an impact on the Company include simplification of the periodic hedge effectiveness assessment, elimination of the benchmark interest rate concept for interest rate swaps, and enhancement of the ability to use the critical-terms match method for its cash flow hedges of forecasted interest payments. This ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company expects to early adopt this ASU on January 1, 2018, and is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations.

2.  ACCOUNTING FOR STOCK-BASED COMPENSATION

Stock-based compensation awards have been granted under the Community Health Systems, Inc. Amended and Restated 2000 Stock Option and Award Plan, amended and restated as of March 20, 2013 (the “2000 Plan”), and the Community Health Systems, Inc. Amended and Restated 2009 Stock Option and Award Plan, which was amended and restated as of March 16, 2016 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 17, 2016 (the “2009 Plan”).

The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the “IRC”), as well as stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Prior to being amended in 2009, the 2000 Plan also allowed for the grant of phantom stock. Persons eligible to receive grants under the 2000 Plan include the Company’s directors, officers, employees and consultants. All options granted under the 2000 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date. Options granted prior to 2005 have a 10-year contractual term, options granted in 2005 through 2007 have an eight-year contractual term and options granted in 2008 through 2011 have a 10-year contractual term. The Company has not granted stock option awards under the 2000 Plan since 2011. Pursuant to the amendment and restatement of the 2000 Plan dated March 20, 2013, no further grants will be awarded under the 2000 Plan.

The 2009 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the IRC and for the grant of stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Persons eligible to receive grants under the 2009 Plan include the Company’s directors, officers, employees and consultants. To date, all options granted under the 2009 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date. Options granted in 2011 or later have a 10-year contractual term. As of September 30, 2017, 4,040,703 shares of unissued common stock were reserved for future grants under the 2009 Plan.

The exercise price of all options granted under the 2000 Plan and the 2009 Plan has been equal to the fair value of the Company’s common stock on the option grant date.

 

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The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions):

 

                                                                                       
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2017      2016      2017      2016  

Effect on loss from continuing operations before income taxes

   $ (6)      $ (10)      $ (20)      $ (36)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Effect on net loss

   $ (4)      $ (6)      $ (13)      $ (21)  
  

 

 

    

 

 

    

 

 

    

 

 

 

At September 30, 2017, $24 million of unrecognized stock-based compensation expense related to outstanding unvested restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 21 months. There is no expense to be recognized related to stock options. There were no modifications to awards during the three or nine months ended September 30, 2017 and 2016.

Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of September 30, 2017, and changes during each of the three-month periods following December 31, 2016, were as follows (in millions, except share and per share data):

 

                                                                                                               
               Weighted-    Aggregate
               Average    Intrinsic
          Weighted-    Remaining    Value as of
          Average    Contractual    September 30,
     Shares    Exercise Price    Term    2017

Outstanding at December 31, 2016

     1,185,320       $ 28.12        

Granted

            -        

Exercised

            -        

Forfeited and cancelled

     (16,815)        28.82        
  

 

 

 

        

Outstanding at March 31, 2017

     1,168,505         31.71        

Granted

            -        

Exercised

            -        

Forfeited and cancelled

     (16,168)        36.59        
  

 

 

 

        

Outstanding at June 30, 2017

     1,152,337         31.65        

Granted

            -        

Exercised

            -        

Forfeited and cancelled

     (20,168)        35.73        
  

 

 

 

        

Outstanding at September 30, 2017

     1,132,169       $ 31.56        2.2 years      $ -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Exercisable at September 30, 2017

     1,132,169       $ 31.56        2.2 years      $ -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

No stock options were granted during the three or nine months ended September 30, 2017 and 2016. The aggregate intrinsic value (calculated as the number of in-the-money stock options multiplied by the difference between the Company’s closing stock price on the last trading day of the reporting period ($7.68) and the exercise price of the respective stock options) in the table above represents the amount that would have been received by the option holders had all option holders exercised their options on September 30, 2017. This amount changes based on the market value of the Company’s common stock. There were no options exercised during the three or nine months ended September 30, 2017 and 2016. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options.

 

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The Company has also awarded restricted stock under the 2000 Plan and the 2009 Plan to employees of certain subsidiaries. The restrictions on these shares generally lapse in one-third increments on each of the first three anniversaries of the award date. Certain of the restricted stock awards granted to the Company’s senior executives contain a performance objective that must be met in addition to any time-based vesting requirements. If the performance objective is not attained, the awards will be forfeited in their entirety. For such performance-based awards granted prior to 2017, once the performance objective has been attained, restrictions will lapse in one-third increments on each of the first three anniversaries of the award date. For performance-based awards granted beginning in March 2017, the performance objective is measured cumulatively over a three-year period. With respect to these performance-based awards granted beginning in March 2017, if the performance criteria are met at the end of three years, then the restricted stock award will vest in full. Additionally, for these awards, based on the level of achievement for the performance criteria, the number of shares to be issued in connection with the vesting of the award can be adjusted to decrease or increase the number of shares specified in the original award. Notwithstanding the above-mentioned performance objectives and vesting requirements, the restrictions with respect to restricted stock granted under the 2000 Plan and the 2009 Plan will lapse earlier in the event of death, disability or termination of employment by the Company for any reason other than for cause of the holder of the restricted stock, or change in control of the Company. Restricted stock awards subject to performance standards that have not yet been satisfied are not considered outstanding for purposes of determining earnings per share until the performance objectives have been satisfied.

Restricted stock outstanding under the 2000 Plan and the 2009 Plan as of September 30, 2017, and changes during each of the three-month periods following December 31, 2016, were as follows:

 

                                           
            Weighted-  
            Average Grant  
     Shares          Date Fair Value      

Unvested at December 31, 2016

     2,969,285       $ 29.39   

Granted

     1,323,000         9.15   

Vested

     (1,470,171)        35.31   

Forfeited

     (32,837)        28.35   
  

 

 

    

Unvested at March 31, 2017

     2,789,277         16.69   

Granted

     133,000         9.15   

Vested

     (15,002)        35.58   

Forfeited

     (84,336)        16.24   
  

 

 

    

Unvested at June 30, 2017

     2,822,939         16.25   

Granted

             

Vested

             

Forfeited

     (100,336)        16.90   
  

 

 

    

Unvested at September 30, 2017

                 2,722,603         16.22   
  

 

 

    

Restricted stock units (“RSUs”) have been granted to the Company’s outside directors under the 2000 Plan and the 2009 Plan. On March 1, 2016, each of the Company’s outside directors received a grant under the 2009 Plan of 11,017 RSUs. On March 1, 2017, each of the Company’s outside directors received a grant under the 2009 Plan of 18,498 RSUs. Each of the 2016 and 2017 grants had a grant date fair value of approximately $170,000. Vesting of these RSUs occurs in one-third increments on each of the first three anniversaries of the award date or upon the director’s earlier cessation of service on the board, other than for cause.

 

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RSUs outstanding under the 2000 Plan and the 2009 Plan as of September 30, 2017, and changes during each of the three-month periods following December 31, 2016, were as follows:

 

                                           
          Weighted-  
          Average Grant  
     Shares        Date Fair Value      

Unvested at December 31, 2016

     120,386       $ 22.06   

Granted

     110,988         9.19   

Vested

     (48,876)        29.95   

Forfeited

             
  

 

 

 

  

Unvested at March 31, 2017

     182,498         13.19   

Granted

             

Vested

     (10,420)        19.97   

Forfeited

             
  

 

 

 

  

Unvested at June 30, 2017

     172,078         12.78   

Granted

             

Vested

             

Forfeited

             
  

 

 

 

  

Unvested at September 30, 2017

                 172,078             12.78   
  

 

 

 

  

3.  COST OF REVENUE

Substantially all of the Company’s operating costs and expenses are “cost of revenue” items. Operating costs that could be classified as general and administrative by the Company would include the Company’s corporate office costs at its Franklin, Tennessee office, which were $42 million and $43 million for the three months ended September 30, 2017 and 2016, respectively, and $135 million and $146 million for the nine months ended September 30, 2017 and 2016, respectively. Included in these corporate office costs is stock-based compensation of $6 million and $10 million for the three months ended September 30, 2017 and 2016, respectively, and $20 million and $36 million for the nine months ended September 30, 2017 and 2016, respectively.

4.  USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions.

5.  ACQUISITIONS AND DIVESTITURES

Acquisitions

The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded as of the date of acquisition. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired.

Acquisition and integration expenses related to prospective and closed acquisitions included in other operating expenses on the condensed consolidated statements of loss were less than $1 million and approximately $1 million during the three months ended September 30, 2017 and 2016, respectively, and approximately $1 million and $4 million during the nine months ended September 30, 2017 and 2016, respectively.

 

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On April 1, 2016, one or more subsidiaries of the Company completed the acquisition of an 80% interest in Physicians’ Specialty Hospital (20 licensed beds), a Medicare-certified specialty surgical hospital in Fayetteville, Arkansas. The total cash consideration paid for the 80% ownership interest in this joint venture was approximately $12 million, with additional consideration of $2 million assumed in liabilities, for a total consideration of $14 million. The value of the noncontrolling interest at acquisition was $2 million. Based upon the Company’s final purchase price allocation relating to this acquisition as of September 30, 2017, approximately $12 million of goodwill has been recorded.

On March 1, 2016, one or more subsidiaries of the Company completed the acquisition of an 80% ownership interest in a joint venture entity with Indiana University Health that includes substantially all of the assets of IU Health La Porte Hospital (“La Porte”) in La Porte, Indiana (227 licensed beds) and IU Health Starke Hospital (“Starke”) in Knox, Indiana (50 licensed beds), and affiliated outpatient centers and physician practices. The total cash consideration paid for the 80% ownership interest in this joint venture was approximately $96 million with additional consideration of $8 million assumed in liabilities, for a total consideration of $104 million. The value of the noncontrolling interest at acquisition was $25 million. Based upon the Company’s final purchase price allocation relating to this acquisition as of September 30, 2017, approximately $45 million of goodwill has been recorded.

Other Acquisitions

During the nine months ended September 30, 2017, one or more subsidiaries of the Company paid approximately $4 million to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. In connection with these acquisitions, during the nine months ended September 30, 2017, the Company allocated approximately $1 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $3 million consisting of intangible assets that do not qualify for separate recognition, to goodwill.

Divestitures

In April 2014, FASB issued ASU 2014-08, which changed the requirements for reporting discontinued operations. Under this accounting standard, a discontinued operation is a disposal that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Additional disclosures are required for significant components of the entity that are disposed of or are held for sale but do not qualify as discontinued operations. This ASU was adopted on January 1, 2015 and is required to be applied on a prospective basis for disposals or components initially classified as held for sale after adoption. As a result, the following divestitures occurring subsequent to the date of adoption are included in continuing operations for the nine months ended September 30, 2017 and 2016. Additionally, the impact of the hospitals and other assets spun off to Quorum Health Corporation (“QHC”) are discussed in Note 6 below.

Effective September 1, 2017, one or more subsidiaries of the Company sold Yakima Regional Medical and Cardiac Center (214 licensed beds) in Yakima, Washington and Toppenish Community Hospital (63 licensed beds) in Toppenish, Washington, to Regional Health for approximately $43 million in a combination of cash and a note receivable from the buyer.

Effective July 1, 2017, one or more subsidiaries of the Company sold four Pennsylvania hospitals and their associated assets to subsidiaries of PinnacleHealth System for approximately $231 million in cash, which was received at closing on July 3, 2017. Hospitals included in the transaction were Memorial Hospital of York (100 licensed beds) in York, Pennsylvania; Lancaster Regional Medical Center (214 licensed beds) in Lancaster, Pennsylvania; Heart of Lancaster Regional Medical Center (148 licensed beds) in Lititz, Pennsylvania; and Carlisle Regional Medical Center (165 licensed beds) in Carlisle, Pennsylvania.

Effective July 1, 2017, one or more subsidiaries of the Company sold Tomball Regional Medical Center (350 licensed beds) in Tomball, Texas and the associated assets to subsidiaries of HCA, and South Texas Regional Medical Center (67 licensed beds) in Jourdanton, Texas, and the associated assets to subsidiaries of HCA and Methodist Healthcare System of San Antonio, Ltd., L.L.P (a partnership between HCA and Methodist Healthcare Ministries) for approximately $135 million in cash, which was received at the preliminary closing on June 30, 2017.

Effective July 1, 2017, one or more subsidiaries of the Company sold two hospitals, a clinic and their associated assets to MultiCare Health System for approximately $424 million in cash, of which $414 million was received at the preliminary closing on June 30, 2017, with the remainder held in escrow. Facilities included in this transaction were Deaconess Hospital (388 licensed beds) in Spokane, Washington, Valley Hospital (123 licensed beds) in Spokane Valley, Washington, and the multi-specialty Rockwood Clinic in Spokane, Washington.

 

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On June 30, 2017, one or more subsidiaries of the Company sold Lake Area Medical Center (88 licensed beds) in Lake Charles, Louisiana to subsidiaries of CHRISTUS Health for approximately $32 million in cash, which was received at closing on June 30, 2017.

On May 1, 2017, one or more subsidiaries of the Company sold Stringfellow Memorial Hospital (125 licensed beds) in Anniston, Alabama, and its associated assets to The Health Care Authority of the City of Anniston for approximately $14 million in cash.

On May 1, 2017, one or more subsidiaries of the Company sold Merit Health Gilmore Memorial (95 licensed beds) in Amory, Mississippi and Merit Health Batesville (112 licensed beds) in Batesville, Mississippi, and the associated assets to Curae Health, Inc. for approximately $32 million in a combination of cash and a note receivable from the buyer.

On May 1, 2017, one or more subsidiaries of the Company sold Easton Hospital (196 licensed beds) in Easton, Pennsylvania; Sharon Regional Health System (258 licensed beds) in Sharon, Pennsylvania; Northside Medical Center (355 licensed beds) in Youngstown, Ohio; Trumbull Memorial Hospital (311 licensed beds) in Warren, Ohio; Hillside Rehabilitation Hospital (69 licensed beds) in Warren, Ohio; Wuesthoff Health System – Rockledge (298 licensed beds) in Rockledge, Florida; Wuesthoff Health System – Melbourne (119 licensed beds) in Melbourne, Florida; and Sebastian River Medical Center (154 licensed beds) in Sebastian, Florida, and the associated assets to Steward Health, Inc. for approximately $304 million in cash.

On December 31, 2016, one or more subsidiaries of the Company sold an 80% majority ownership interest in the home care division to a subsidiary of Almost Family, Inc. for $128 million. In connection with the divestiture of a controlling interest in the home care division, the Company recorded a gain of approximately $91 million during the year ended December 31, 2016.

Effective September 3, 2016, one or more subsidiaries of the Company finalized an agreement to terminate the lease and cease operations of Alliance Health Blackwell (53 licensed beds) in Blackwell, Oklahoma, agreeing to terminate the lease with the landlord, The Blackwell Hospital Trust Authority. Loss from continuing operations for the year ended December 31, 2016 includes an impairment charge of approximately $3 million related to the write-off of certain intangible assets abandoned as part of exiting the lease to operate this hospital.

Effective February 1, 2016, one or more subsidiaries of the Company sold Lehigh Regional Medical Center (88 licensed beds) in Lehigh Acres, Florida, (“Lehigh”) and related outpatient services to Prime Healthcare Services, Inc. (“Prime”) for approximately $11 million in cash. In connection with the divestiture of Lehigh, the Company recorded an impairment charge of approximately $4 million related to the allocated hospital reporting unit goodwill in 2016.

Effective January 1, 2016, one or more subsidiaries of the Company sold Bartow Regional Medical Center (72 licensed beds) in Bartow, Florida, (“Bartow”) and related outpatient services to BayCare Health Systems, Inc. for approximately $60 million in cash, which was received at a preliminary closing on December 31, 2015. In connection with the divestiture of Bartow, the Company recorded an impairment charge of approximately $5 million related to the allocated hospital reporting unit goodwill in 2016.

The financial results included in discontinued operations for divestitures or hospitals held for sale at December 31, 2014, prior to the Company’s adoption of ASU 2014-08, are summarized in the table below.

On May 1, 2017, one or more subsidiaries of the Company sold AllianceHealth Pryor (52 licensed beds) in Pryor, Oklahoma, and its associated assets to Ardent Health Services Inc. for approximately $1 million in cash. This hospital has been reported in the condensed consolidated statements of loss in discontinued operations.

During the year ended December 31, 2014, the Company made the decision to sell and began actively marketing several smaller hospitals. There is one hospital still included in discontinued operations resulting from the Company’s decision to sell these hospitals in 2014 that is currently being actively marked for sale. In addition to this hospital, Health Management Associates, Inc. (“HMA”) entered into a definitive agreement to sell Williamson Memorial Hospital (76 licensed beds) located in Williamson, West Virginia prior to the HMA merger, and the Company has continued the effort to divest this facility. In connection with management’s decision to sell these two hospitals, the Company has classified the results of operations of such hospitals as discontinued operations in the accompanying condensed consolidated statements of loss, and classified these hospitals as held for sale in the accompanying condensed consolidated balance sheets.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Net operating revenues and loss from discontinued operations for the respective periods are as follows (in millions):

 

                                                                                       
             Three Months Ended                      Nine Months Ended          
     September 30,      September 30,  
     2017      2016      2017      2016  

Net operating revenues

   $                 19       $                 24       $                 64       $                 76   
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from operations of entities sold or held for sale before income taxes

   $ (2)      $ (3)      $ (6)      $ (6)  

Impairment of hospitals sold or held for sale

     (2)               (9)        (2)  

Loss on sale, net

                   (1)         
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations, before taxes

     (4)        (3)        (16)        (8)  

Income tax benefit

     (2)        (1)        (6)        (3)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations, net of taxes

   $ (2)      $ (2)      $ (10)      $ (5)  
  

 

 

    

 

 

    

 

 

    

 

 

 

As part of its ongoing evaluation of the fair value of the hospitals it is marketing for sale, the Company recorded an impairment charge on the carrying value of the long-lived assets at these hospitals in discontinued operations of $6 million and $1 million, net of tax, for the nine months ended September 30, 2017 and 2016, respectively. Interest expense was allocated to discontinued operations based on sale proceeds available for debt repayment.

The following table discloses amounts included in the condensed consolidated balance sheet for the hospitals classified as held for sale as of September 30, 2017 and December 31, 2016 (in millions):

 

                                           
             September 30, 2017                      December 31, 2016          

Other current assets

   $                 46       $                 117   

Other assets, net

     529         878   

Accrued liabilities

     46         81   

Other Hospital Closures

During the three months ended March 31, 2016, the Company announced the planned closure of McNairy Regional Hospital in Selmer, Tennessee. The Company recorded an impairment charge of approximately $7 million during the three months ended March 31, 2016, to adjust the fair value of the supplies inventory and long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value and future utilization. McNairy Regional Hospital closed on May 19, 2016 and no additional impairment was recorded related to the closure of this facility.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

6.  SPIN-OFF OF QUORUM HEALTH CORPORATION

On April 29, 2016, the Company completed the spin-off of 38 hospitals and Quorum Health Resources, LLC into Quorum Health Corporation, an independent, publicly traded corporation. The transaction was structured to be generally tax free to the Company and its stockholders. The Company distributed, on a pro rata basis, all of the shares of QHC common stock to the Company’s stockholders of record as of April 22, 2016. These stockholders of record as of April 22, 2016 received a distribution of one share of QHC common stock for every four shares of Company common stock held as of the record date plus cash in lieu of any fractional shares. In recognition of the spin-off, the Company recorded a non-cash dividend of approximately $713 million during the year ended December 31, 2016, representing the net assets of QHC distributed to the Company’s stockholders. Immediately following the completion of the spin-off, the Company’s stockholders owned 100% of the outstanding shares of QHC common stock. Following the spin-off, QHC became an independent public company with its common stock listed for trading under the symbol “QHC” on the New York Stock Exchange.

In connection with the spin-off, the Company and QHC entered into a separation and distribution agreement as well as certain ancillary agreements on April 29, 2016. These agreements allocate between the Company and QHC the various assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) that comprise the separate companies and govern certain relationships between, and activities of, the Company and QHC for a period of time after the spin-off.

The results of operations for QHC through the date of the spin-off are presented in continuing operations in the condensed consolidated statements of loss as the Company has determined that the spin-off of QHC does not meet the criteria as discontinued operations under ASU 2014-08.

Financial and statistical data reported in this Quarterly Report on Form 10-Q (“Form 10-Q”) include QHC operating results for the three and nine months ended September 30, 2016 (other than same-store operating results and data, which exclude QHC operating results). Summary financial results of QHC for the three and nine months ended September 30, 2016 included in the accompanying condensed consolidated statements of loss are as follows:

 

                                           
         Three Months Ended              Nine Months Ended      
     September 30, 2016      September 30, 2016  

Loss from operations before income taxes

   $                     -       $                 (12)  

Less: Income attributable to noncontrolling interests

            (1)  
  

 

 

    

 

 

 

Loss from operations before income taxes attributable to Community Health Systems, Inc. stockholders

   $      $ (13)  
  

 

 

    

 

 

 

7.  INCOME TAXES

The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was approximately $9 million as of September 30, 2017. A total of approximately $3 million of interest and penalties is included in the amount of the liability for uncertain tax positions at September 30, 2017. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its condensed consolidated statements of loss as income tax expense.

It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities; however, the Company does not anticipate the change will have a material impact on the Company’s condensed consolidated results of operations or condensed consolidated financial position.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

The Company, or one of its subsidiaries, files income tax returns in the United States federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to state income tax examinations for years prior to 2013. The Company’s federal income tax returns for the 2009, 2010, 2014 and 2015 tax years are currently under examination by the Internal Revenue Service. The Company believes the results of these examinations will not be material to its consolidated results of operations or consolidated financial position. The Company has extended the federal statute of limitations through June 30, 2018 for Community Health Systems, Inc. for the tax periods ended December 31, 2007, 2008, 2009 and 2010, through December 31, 2017 for the tax periods ended December 31, 2011 and 2012, and through September 6, 2019 for the tax period ended December 31, 2014.

The Company’s effective tax rates were 40.1% and 34.9% for the three months ended September 30, 2017 and 2016, respectively, and 16.3% and 9.0% for the nine months ended September 30, 2017 and 2016, respectively. Including the net income attributable to noncontrolling interests, which is not tax effected in the condensed consolidated statements of loss, the effective tax rate would have been 35.3% and 27.4% for the three months ended September 30, 2017 and 2016, respectively, and 14.5% and 8.6% for the nine months ended September 30, 2017 and 2016, respectively. This increase in the Company’s effective tax rate for the nine months ended September 30, 2017, when compared to the nine months ended September 30, 2016, was primarily due to the non-deductible nature of certain goodwill written off in the $363 million impairment and (gain) loss on sale of businesses for the nine months ended September 30, 2017, and partially offset by approximately $16 million of tax expense recognized on the tax deficiency created by a difference between the actual tax deduction that will be recognized from the vesting of restricted stock during the nine months ended September 30, 2017, compared to the higher stock compensation expense previously recorded over the vesting period as determined based on the fair value of the restricted stock at the grant date. This additional tax expense was a result of the adoption of ASU 2016-09, which changed the previously required accounting for such tax deficiencies through additional paid-in capital to recording such amounts as part of the tax provision in the period such restricted stock vests.

Cash paid for income taxes, net of refunds received, resulted in a net refund of less than $1 million and net cash paid of $2 million during the three months ended September 30, 2017 and 2016, respectively, and net cash paid of $5 million and $6 million during the nine months ended September 30, 2017 and 2016, respectively.

8.  GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are as follows (in millions):

 

Balance as of December 31, 2016

   $                 6,521   

Goodwill acquired as part of acquisitions during current year

      

Consideration and purchase price allocation adjustments for prior year acquisitions and other adjustments

     (24)  

Goodwill allocated to hospitals held for sale

     (352)  
  

 

 

 

Balance as of September 30, 2017

   $ 6,148   
  

 

 

 

Goodwill is allocated to each identified reporting unit, which is defined as an operating segment or one level below the operating segment (referred to as a component of the entity). Management has determined that the Company’s hospital operations segment meets the criteria to be classified as a single reporting unit. At September 30, 2017, the Company had approximately $6.1 billion of goodwill recorded, all of which resides at its hospital operations reporting unit.

Goodwill is evaluated for impairment at the same time every year and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. There is a two-step method for determining goodwill impairment. Step one is to compare the fair value of the reporting unit with the unit’s carrying amount, including goodwill. If this test indicates the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit’s goodwill utilizing a hypothetical purchase price allocation with the carrying value of the reporting unit’s goodwill. The Company performed its last annual goodwill evaluation during the fourth quarter of 2016. No impairment was indicated by this evaluation. The next annual goodwill evaluation will be performed during the fourth quarter of 2017, or sooner if the Company identifies certain indicators of impairment.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

While no impairment was indicated by the fourth quarter of 2016 evaluation, the reduction in the Company’s fair value and the resulting goodwill impairment charge recorded during 2016 reduced the excess of fair value calculated in the step two analysis over the carrying value of the Company’s hospital operations reporting unit to an amount less than 1% of the Company’s carrying value. This minimal amount in the excess fair value over carrying value of the hospital operations reporting unit increases the risk that future declines in fair value could result in goodwill impairment. The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock or fair value of long-term debt, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates, and costs of invested capital. Future estimates of fair value could be adversely affected if the actual outcome of one or more of these assumptions changes materially in the future, including further decline in the Company’s stock price or fair value of long-term debt, lower than expected hospital volumes, or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future.

The Company estimates the fair value of the related reporting units using both a discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium, in order to gain sufficient ownership to set policies, direct operations and control management decisions.

During the three months ended June 30, 2016, the Company identified certain indicators of impairment requiring an interim goodwill impairment evaluation. Those indicators were primarily the decline in the Company’s market capitalization and fair value of long-term debt during the three months ended June 30, 2016, as well as a decrease in the estimated future earnings of the Company compared to the Company’s most recent annual evaluation. The Company performed an estimated calculation of fair value in step one of the impairment test at June 30, 2016, which indicated that the carrying value of its hospital operations reporting unit exceeded its fair value. An initial step two calculation was performed to determine the implied value of goodwill in a hypothetical purchase price allocation. The Company recorded an estimated non-cash impairment charge of $1.4 billion to goodwill at June 30, 2016 based on these analyses, and adjusted the estimated impairment charge based on the final step two valuation of $1.395 billion at September 30, 2016. The decrease in the goodwill impairment as of September 30, 2016, from the original estimate as of June 30, 2016, was primarily due to lower estimated fair values of the individual hospital property and equipment assets as compared to the assumptions used in the June 30, 2016 estimate, resulting in a higher implied goodwill amount when applied to a hypothetical purchase price allocation as required in the step two analysis. This impairment charge taken during 2016 represents the cumulative amount of impairment recorded historically on the Company’s goodwill.

The determination of fair value of the Company’s hospital operations reporting unit as part of its goodwill impairment measurement represents a Level 3 fair value measurement in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs.

These impairment charges do not have an impact on the calculation of the Company’s financial covenants under the Company’s Credit Facility.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Intangible Assets

No intangible assets other than goodwill were acquired during the nine months ended September 30, 2017. The gross carrying amount of the Company’s other intangible assets subject to amortization was $18 million and $41 million at September 30, 2017 and December 31, 2016, respectively, and the net carrying amount was $11 million and $14 million at September 30, 2017 and December 31, 2016, respectively. The carrying amount of the Company’s other intangible assets not subject to amortization was $80 million and $86 million at September 30, 2017 and December 31, 2016, respectively. Other intangible assets are included in other assets, net on the Company’s condensed consolidated balance sheets. Substantially all of the Company’s intangible assets are contract-based intangible assets related to operating licenses, management contracts, tradenames, or non-compete agreements entered into in connection with prior acquisitions.

The weighted-average remaining amortization period for the intangible assets subject to amortization is approximately six years. There are no expected residual values related to these intangible assets. Amortization expense on these intangible assets was $1 million and $3 million during the three months ended September 30, 2017 and 2016, respectively, and $3 million and $10 million during the nine months ended September 30, 2017 and 2016, respectively. Amortization expense on intangible assets is estimated to be $1 million for the remainder of 2017, $3 million in 2018, $1 million in 2019, $1 million in 2020, $1 million in 2021, $1 million in 2022 and $3 million thereafter.

The gross carrying amount of capitalized software for internal use was approximately $1.3 billion at both September 30, 2017 and December 31, 2016, and the net carrying amount was approximately $472 million and $574 million at September 30, 2017 and December 31, 2016, respectively. The estimated amortization period for capitalized internal-use software is generally three years, except for capitalized costs related to significant system conversions, which is generally eight to ten years. There is no expected residual value for capitalized internal-use software. At September 30, 2017, there was approximately $29 million of capitalized costs for internal-use software that is currently in the development stage and will begin amortization once the software project is complete and ready for its intended use. Amortization expense on capitalized internal-use software was $46 million and $48 million during the three months ended September 30, 2017 and 2016, respectively, and $141 million and $153 million during the nine months ended September 30, 2017 and 2016, respectively. Amortization expense on capitalized internal-use software is estimated to be $41 million for the remainder of 2017, $151 million in 2018, $93 million in 2019, $73 million in 2020, $50 million in 2021, $35 million in 2022 and $29 million thereafter.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

9.  EARNINGS PER SHARE

The following table sets forth the components of the numerator and denominator for the computation of basic and diluted (loss) earnings per share for loss from continuing operations, discontinued operations and net loss attributable to Community Health Systems, Inc. common stockholders (in millions, except share data):

 

                                                                                       
     Three Months Ended      Nine Months Ended  
     September 30,      September 30,  
     2017      2016      2017      2016  

Numerator:

           

Loss from continuing operations, net of taxes

    $ (88)       $ (54)       $ (380)       $ (1,422)  

Less: Income from continuing operations attributable to noncontrolling interests, net of taxes

     20         23         56         73   
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted

    $ (108)       $ (77)       $ (436)       $ (1,495)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations, net of taxes

    $ (2)       $ (2)       $ (10)       $ (5)  

Less: Loss from discontinued operations attributable to noncontrolling interests, net of taxes

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted

    $ (2)       $ (2)       $ (10)       $ (5)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Weighted-average number of shares outstanding — basic

     111,935,738         110,888,040         111,701,812         110,672,520   

Effect of dilutive securities:

           

Restricted stock awards

                           

Employee stock options

                           

Other equity-based awards

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted-average number of shares outstanding — diluted

         111,935,738             110,888,040             111,701,812             110,672,520   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company generated a loss from continuing operations attributable to Community Health Systems, Inc. common stockholders for the three and nine months ended September 30, 2017 and 2016, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income from continuing operations, the effect of restricted stock awards on the diluted shares calculation would have been an increase of 148,768 shares and 445,732 shares during the three months ended September 30, 2017 and 2016, respectively, and an increase of 147,618 shares and 225,334 shares during the nine months ended September 30, 2017 and 2016, respectively.

 

                                                                                       
         Three Months Ended              Nine Months Ended      
     September 30,      September 30,  
     2017      2016      2017      2016  

Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive:

           

Employee stock options and restricted stock awards

              2,454,467                  2,076,688                  2,774,171                  2,426,700   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

10.  STOCKHOLDERS’ EQUITY

Authorized capital shares of the Company include 400,000,000 shares of capital stock consisting of 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. Each of the aforementioned classes of capital stock has a par value of $0.01 per share. Shares of preferred stock, none of which were outstanding as of September 30, 2017, may be issued in one or more series having such rights, preferences and other provisions as determined by the Board of Directors without approval by the holders of common stock.

On November 6, 2015, the Company adopted an open market repurchase program for up to 10,000,000 shares of the Company’s common stock, not to exceed $300 million in repurchases. The repurchase program will expire on the earlier of November 5, 2018, when the maximum number of shares has been repurchased, or when the maximum dollar amount has been expended. During the year ended December 31, 2015, the Company repurchased and retired 532,188 shares at a weighted-average price of $27.31 per share, which is the cumulative number of shares repurchased and retired under this program. No shares were repurchased under this program during the year ended December 31, 2016. In addition, no shares were repurchased under this program during the nine months ended September 30, 2017.

The Company is a holding company which operates through its subsidiaries. The Company’s Credit Facility and the indentures governing the senior and senior secured notes contain various covenants under which the assets of the subsidiaries of the Company are subject to certain restrictions relating to, among other matters, dividends and distributions, as referenced in the paragraph below.

With the exception of a special cash dividend of $0.25 per share paid by the Company in December 2012, historically, the Company has not paid any cash dividends. Subject to certain exceptions, the Company’s Credit Facility limits the ability of the Company’s subsidiaries to pay dividends and make distributions to the Company, and limits the Company’s ability to pay dividends and/or repurchase stock, to an amount not to exceed $200 million in the aggregate plus an additional $25 million in any particular year plus the aggregate amount of proceeds from the exercise of stock options. The indentures governing the senior and senior secured notes also restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. The non-cash dividend of approximately $713 million recorded by the Company during the year ended December 31, 2016 to reflect the distribution of the net assets of QHC was a permitted transaction under the Company’s Credit Facility. As of September 30, 2017, under the most restrictive test in these agreements (and subject to certain exceptions), the Company has approximately $318 million remaining available with which to pay permitted dividends and/or repurchase shares of stock or its senior and senior secured notes.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests for the nine-month period ended September 30, 2017 (in millions):

 

                                                                                                                                                         
          Community Health Systems, Inc. Stockholders              
 
    Redeemable
Noncontrolling
Interest
    Common
Stock
    Additional
Paid-In
Capital
    Accumulated
Other
Comprehensive
Income (Loss)
    Retained
Earnings
(Accumulated
Deficit)
    Noncontrolling
Interest
    Total
Stockholders’
Equity
 

Balance, December 31, 2016

  $ 554      $     $ 1,975      $ (62)     $ (299)     $ 113      $ 1,728   

Comprehensive income

    44                  17      (446)       12      (417)  

Contributions from noncontrolling interests

                                     

Distributions to noncontrolling interests

    (57)                               (22)       (22)  

Purchase of subsidiary shares from noncontrolling interests

    (4)                                      

Disposition of less-than-wholly owned entity

                                (10)       (10)  

Other reclassifications of noncontrolling interests

                                (2)        (2)  

Noncontrolling interests in acquired entity

                                       

Adjustment to redemption value of redeemable noncontrolling interests

    (12)             12                        12 

Cancellation of restricted stock for tax withholdings on vested shares

                (5)                         (5)  

Share-based compensation

                20                        20 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2017

  $ 530      $     $ 2,002      $ (45)      $ (745)     $ 96      $ 1,309   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ equity (in millions):

 

                     
           Nine Months Ended        
     September 30, 2017  

Net loss attributable to Community Health Systems, Inc. stockholders

   $ (446)  

Transfers from the noncontrolling interests:

  

Net decrease in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests

      
  

 

 

 

Net transfers from the noncontrolling interests

      
  

 

 

 

Change to Community Health Systems, Inc. stockholders’ equity from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests

   $ (446)  
  

 

 

 

11.  EQUITY INVESTMENTS

As of September 30, 2017, the Company owned equity interests of 38.0% in three hospitals in Macon, Georgia, in which HCA Holdings, Inc. (“HCA”) owned the majority interest. On December 31, 2016, the Company sold 80% of its ownership interest in the legal entity that owned and operated its home care agency business. As part of the divestiture of its controlling interest in the home care agency business, the Company recorded an equity method investment representing its remaining 20% ownership at a fair value of $32 million.

In March 2005, the Company began purchasing items, primarily medical supplies, medical equipment and pharmaceuticals, under an agreement with HealthTrust Purchasing Group, L.P. (“HealthTrust”), a group purchasing organization in which the Company is a noncontrolling partner. As of September 30, 2017, the Company had a 19.7% ownership interest in HealthTrust.

 

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The Company’s investment in all of its unconsolidated affiliates was $173 million and $177 million at September 30, 2017 and December 31, 2016, respectively, and is included in other assets, net in the accompanying condensed consolidated balance sheets. Included in the Company’s results of operations is the Company’s equity in pre-tax earnings from all of its investments in unconsolidated affiliates, which was $5 million and $4 million for the three months ended September 30, 2017 and 2016, respectively, and $13 million and $38 million for the nine months ended September 30, 2017 and 2016, respectively.

12.  LONG-TERM DEBT

Long-term debt, net of unamortized debt issuance costs and discounts or premiums, consists of the following (in millions):

 

                                           
         September 30,              December 31,      
     2017      2016  

Credit Facility:

     

Term A Loan

     $        $ 749   

Term F Loan

            1,445   

Term G Loan

     1,059         1,528   

Term H Loan

     1,941         2,811   

Revolving credit loans

             

8% Senior Notes due 2019

     1,925         1,925   

7 18% Senior Notes due 2020

     1,200         1,200   

5 18% Senior Secured Notes due 2018

            700   

5 18% Senior Secured Notes due 2021

     1,000         1,000   

6 78% Senior Notes due 2022

     3,000         3,000   

6 14% Senior Secured Notes due 2023

     3,100          

Receivables Facility

     532         677   

Capital lease obligations

     308         328   

Other

     55         74   

Less: Unamortized deferred debt issuance costs and note premium

     (179)        (193)  
  

 

 

    

 

 

 

Total debt

     13,941         15,244   

Less: Current maturities

     (40)        (455)  
  

 

 

    

 

 

 

Total long-term debt

     $ 13,901         $ 14,789   
  

 

 

    

 

 

 

Credit Facility

The Company’s wholly-owned subsidiary, CHS/Community Health Systems, Inc. (“CHS”), has senior secured financing under a credit facility with a syndicate of financial institutions led by Credit Suisse, as administrative agent and collateral agent. In connection with the HMA merger, the Company and CHS entered into a third amendment and restatement of its credit facility (the “Credit Facility”), providing for additional financing and recapitalization of certain of the Company’s term loans, including (i) the replacement of the revolving credit facility with a new $1.0 billion revolving facility maturing in 2019 (the “Revolving Facility”), (ii) the addition of a new $1.0 billion Term A facility due 2019 (the “Term A Facility”), (iii) a Term D facility in an aggregate principal amount equal to approximately $4.6 billion due 2021 (which included certain Term C loans that were converted into such Term D facility (collectively, the “Term D Facility”)), (iv) the conversion of certain Term C loans into Term E Loans and the borrowing of new Term E Loans in an aggregate principal amount of approximately $1.7 billion due 2017 and (v) the addition of flexibility commensurate with the Company’s post-acquisition structure. In addition to funding a portion of the consideration in connection with the HMA merger, some of the proceeds of the Term A Facility and Term D Facility were used to refinance the outstanding $637 million existing Term A facility due 2016 and the $60 million of Term B loans due 2014, respectively. The Revolving Facility includes a subfacility for letters of credit.

 

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On March 9, 2015, CHS entered into Amendment No. 1 and Incremental Term Loan Assumption Agreement to refinance the existing Term E Loans due 2017 into Term F Loans due 2018, in an original aggregated principal amount of $1.7 billion (the “Term F Facility”). On May 18, 2015, CHS entered into an Incremental Term Loan Assumption Agreement to provide for a new $1.6 billion incremental Term G facility due 2019 (the “Term G Facility”) and a new approximately $2.9 billion incremental Term H facility due 2021 (the “Term H Facility”). The proceeds of the Term G Facility and Term H Facility were used to repay the Company’s existing Term D Facility in full. Pursuant to a special distribution paid by QHC to the Company as part of the series of transactions to complete the spin-off, the Company received approximately $1.2 billion in cash generated from the net proceeds of certain financing arrangements entered into by QHC as part of the separation. On April 29, 2016, using part of the cash generated from the QHC spin-off, the Company repaid approximately $190 million of its Term F Facility. On December 5, 2016, CHS entered into Amendment No. 2 to the Credit Facility (“Amendment No. 2”) to adjust financial maintenance covenants in the Credit Facility. In connection with Amendment No. 2, the Company agreed to certain other additional undertakings for the benefit of the lenders under the Revolving Facility and the Term A Facility.

On December 30, 2016, using the cash generated from the sale of a majority ownership in the Company’s home care division and from the completion of the sale-lease back transaction for ten of the Company’s owned medical office buildings, the Company repaid approximately $48 million of the Term F Facility, approximately $26 million of the Term A Facility, approximately $52 million of the Term G Facility and approximately $96 million of the Term H Facility. On March 16, 2017, CHS issued $2.2 billion aggregate principal amount of 6 14% Senior Secured Notes due 2023 (the “6 14% Senior Secured Notes”), a portion of the net proceeds of which was used to repay the Company’s existing Term F Facility in full. On May 4, 2017, using the cash generated from the hospital divestiture transactions completed on May 1, 2017, CHS repaid approximately $39 million of the Term A Facility, approximately $75 million of the Term G Facility and approximately $147 million of the Term H Facility. On May 12, 2017, CHS completed a tack-on offering of $900 million aggregate principal amount of 6 14% Senior Secured Notes, a portion of the net proceeds of which was used to repay the Company’s existing Term A Facility in full. The tack-on offering increased the total aggregate principal amount of 6 14% Senior Secured Notes to $3.1 billion.

On May 30, 2017, CHS entered into a Loan Modification Agreement to the Credit Facility (“Loan Modification Agreement”) to extend the maturity date of the Revolving Facility. Following the Loan Modification Agreement, CHS has Revolving Facility commitments through January 27, 2019 of approximately $929 million, of which a $739 million portion represents extended commitments maturing January 27, 2021. In connection with the Loan Modification Agreement, the financial maintenance covenants in the Credit Facility were further adjusted and CHS agreed to certain other additional undertakings for the benefit of the extending Revolving Facility lenders.

On June 30, 2017, using a portion of the cash generated from the July 1, 2017 hospital divestitures that preliminarily closed on June 30, 2017, CHS repaid approximately $122 million of the Term G Facility and approximately $225 million of the Term H Facility.

On July 7, 2017, using a portion of the cash generated from the divestitures that preliminarily closed on June 30, 2017 and that closed on July 3, 2017, CHS repaid approximately $121 million of the Term G Facility and approximately $222 million of the Term H Facility.

On September 29, 2017, using a portion of the cash generated from the divestitures that preliminarily closed on September 29, 2017 and that closed on October 1, 2017, CHS repaid approximately $151 million of the Term G Facility and approximately $277 million of the Term H Facility.

The loans under the Credit Facility bear interest on the outstanding unpaid principal amount at a rate equal to an applicable percentage plus, at CHS’ option, either (a) an Alternate Base Rate (as defined) determined by reference to the greater of (1) the Prime Rate (as defined) announced by Credit Suisse or (2) the Federal Funds Effective Rate (as defined) plus 0.50% or (3) the adjusted London Interbank Offered Rate (“LIBOR”) on such day for a three-month interest period commencing on the second business day after such day plus 1% or (b) LIBOR. In addition, the margin in respect of the Revolving Facility will be subject to adjustment determined by reference to a leverage-based pricing grid. Loans in respect of the Revolving Facility currently accrue interest at a rate per annum equal to LIBOR plus 2.50%, in the case of LIBOR borrowings, and Alternate Base Rate plus 1.50%, in the case of Alternate Base Rate borrowings. The Term G Loan and Term H Loan will accrue interest at a rate per annum equal to LIBOR plus 2.75% and 3.00%, respectively, in the case of LIBOR borrowings, and Alternate Base Rate plus 1.75% and 2.00%, respectively, in the case of Alternate Base Rate borrowings. The Term G Loan and the Term H Loan are subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor.

 

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Under the Term H Facility, CHS is required to make amortization payments in aggregate amounts equal to 1% of the original principal amount of the Term H Facility each year. As of December 31, 2016, no additional amortization payments were required to be made under the Term G Facility.

The term loan facility must be prepaid in an amount equal to (1) 100% of the net cash proceeds of certain asset sales and dispositions by the Company and its subsidiaries, subject to certain exceptions and reinvestment rights (provided that, in connection with the Loan Modification Agreement, CHS agreed with the extending lenders under the Revolving Facility not to exercise such reinvestment rights with respect to certain announced divestitures), (2) 100% of the net cash proceeds of issuances of certain debt obligations or receivables-based financing by the Company and its subsidiaries, subject to certain exceptions, and (3) 50%, subject to reduction to a lower percentage based on the Company’s leverage ratio (as defined in the Credit Facility generally as the ratio of total debt on the date of determination to the Company’s EBITDA, as defined, for the four quarters most recently ended prior to such date), of excess cash flow (as defined) for any year, subject to certain exceptions. Voluntary prepayments and commitment reductions are permitted in whole or in part, without any premium or penalty, subject to minimum prepayment or reduction requirements.

The borrower under the Credit Facility is CHS. All of the obligations under the Credit Facility are unconditionally guaranteed by the Company and certain of its existing and subsequently acquired or organized domestic subsidiaries. All obligations under the Credit Facility and the related guarantees are secured by a perfected first priority lien or security interest in substantially all of the assets of the Company, CHS and each subsidiary guarantor, including equity interests held by the Company, CHS or any subsidiary guarantor, but excluding, among others, the equity interests of non-significant subsidiaries, syndication subsidiaries, securitization subsidiaries and joint venture subsidiaries. Such assets constitute substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the 2021 Senior Secured Notes (as defined below) and the 6 14% Senior Secured Notes.

CHS has agreed to pay letter of credit fees equal to the applicable percentage then in effect with respect to LIBOR borrowings under the Revolving Facility times the maximum aggregate amount available to be drawn under all letters of credit outstanding under the subfacility for letters of credit. The issuer of any letter of credit issued under the subfacility for letters of credit will also receive a customary fronting fee and other customary processing charges. CHS is obligated to pay commitment fees of 0.50% per annum (subject to adjustment based upon the Company’s leverage ratio) on the unused portion of the Revolving Facility.

The Credit Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s and its subsidiaries’ ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) make capital expenditures, (7) engage in mergers, acquisitions and asset sales, (8) conduct transactions with affiliates, (9) alter the nature of the Company’s businesses, (10) grant certain guarantees with respect to physician practices, (11) engage in sale and leaseback transactions or (12) change the Company’s fiscal year. The Company is also required to comply with specified financial covenants (consisting of a maximum secured net leverage ratio and an interest coverage ratio) and various affirmative covenants. Under the Credit Facility, the secured net leverage ratio is calculated as the ratio of total secured debt, less unrestricted cash and cash equivalents, to consolidated EBITDA, as defined in the Credit Facility, and the interest coverage ratio is the ratio of consolidated EBITDA, as defined in the Credit Facility, to consolidated interest expense for the period. The calculation of consolidated EBITDA as defined in the Credit Facility is a trailing 12-month calculation that begins with net income attributable to the Company, with certain pro forma adjustments to consider the impact of material acquisitions or divestitures, and adjustments for interest, taxes, depreciation and amortization, net income attributable to noncontrolling interests, stock compensation expense, restructuring costs, and the financial impact of other non-cash or non-recurring items recorded during any such 12-month period. For the 12-month period ended September 30, 2017, the secured net leverage ratio financial covenant in the Credit Facility limited the ratio of secured debt to EBITDA, as defined, to less than or equal to 4.50 to 1.00. The secured net leverage ratio financial covenant will decrease to 4.25 to 1.00 for the period January 1, 2020 through September 30, 2020, then to 4.00 to 1.00 thereafter. For the 12-month period ended September 30, 2017, the interest coverage ratio financial covenant in the Credit Facility required the ratio of consolidated EBITDA, as defined, to consolidated interest expense to be greater than or equal to 1.75 to 1.00, which will increase to 2.00 to 1.00 on January 1, 2018 (and for all periods thereafter). The Company was in compliance with all such covenants at September 30, 2017, with a secured net leverage ratio of approximately 3.80 to 1.00 and an interest coverage ratio of approximately 2.45 to 1.00.

 

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Events of default under the Credit Facility include, but are not limited to, (1) CHS’ failure to pay principal, interest, fees or other amounts under the credit agreement when due (taking into account any applicable grace period), (2) any representation or warranty proving to have been materially incorrect when made, (3) covenant defaults subject, with respect to certain covenants, to an available cure through the issuance of qualified equity for a period of 60 days after the end of the first three quarters and 100 days after a year end, (4) bankruptcy and insolvency events, (5) a cross default to certain other debt, (6) certain undischarged judgments (not paid within an applicable grace period), (7) a change of control (as defined), (8) certain ERISA-related defaults and (9) the invalidity or impairment of specified security interests, guarantees or subordination provisions in favor of the administrative agent or lenders under the Credit Facility.

As of September 30, 2017, the availability for additional borrowings under the Credit Facility, subject to certain limitations as set forth in the Credit Facility, was approximately $929 million pursuant to the Revolving Facility (which amount shall reduce to $739 million on January 27, 2019), of which $63 million is in the form of outstanding letters of credit. CHS has the ability to amend the Credit Facility to provide for one or more tranches of term loans or increases in the Revolving Facility in an aggregate principal amount of up to $1.5 billion, only $1.0 billion of which is effectively available because of the Company’s additional undertakings in connection with the Loan Modification Agreement. As of September 30, 2017, the weighted-average interest rate under the Credit Facility, excluding swaps, was 7.2%.

8% Senior Notes due 2019

On November 22, 2011, CHS completed a private offering of $1.0 billion aggregate principal amount of 8% Senior Notes due 2019 (the “8% Senior Notes”). The net proceeds from this issuance, together with available cash on hand, were used to finance the purchase of up to $1.0 billion aggregate principal amount of CHS’ then outstanding 8 78% Senior Notes due 2015 and related fees and expenses. On March 21, 2012, CHS completed an offering of an additional $1.0 billion aggregate principal amount of 8% Senior Notes, which were issued in a private placement (at a premium of 102.5%). The net proceeds from this issuance were used to finance the purchase of approximately $850 million aggregate principal amount of CHS’ then outstanding 8 78% Senior Notes due 2015, to pay related fees and expenses and for general corporate purposes. The 8% Senior Notes bear interest at 8% per annum, payable semiannually in arrears on May 15 and November 15. Interest on the 8% Senior Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months.

CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below:

 

                     

Period

           Redemption Price          

November 15, 2016 to November 14, 2017

     102.000 %      

November 15, 2017 to November 14, 2019

     100.000 %      

Pursuant to a registration rights agreement entered into at the time of the issuance of the 8% Senior Notes, as a result of an exchange offer made by CHS, substantially all of the 8% Senior Notes issued in November 2011 and March 2012 were exchanged in May 2012 for new notes (the “8% Exchange Notes”) having terms substantially identical in all material respects to the 8% Senior Notes (except that the 8% Exchange Notes were issued under a registration statement pursuant to the Securities Act of 1933, as amended (the “1933 Act”)). References to the 8% Senior Notes shall also be deemed to include the 8% Exchange Notes unless the context provides otherwise.

During the year ended December 31, 2016, the Company repurchased approximately $75 million of aggregate principal amount of outstanding 8% Senior Notes in open market transactions.

7 18% Senior Notes due 2020

On July 18, 2012, CHS completed a public offering of 7 18% Senior Notes due 2020 (the “7 18% Senior Notes”). The net proceeds from this issuance were used to finance the purchase or redemption of $934 million aggregate principal amount of CHS’ then outstanding 8 78% Senior Notes due 2015, to pay for consents delivered in connection with a related tender offer, to pay related fees and expenses, and for general corporate purposes. The 7 18% Senior Notes bear interest at 7.125% per annum, payable semiannually in arrears on July 15 and January 15. Interest on the 7 18% Senior Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months.

 

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CHS is entitled, at its option, to redeem all or a portion of the 7 18% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below:

 

                     

Period

           Redemption Price          

July 15, 2017 to July 14, 2018

     101.781 %      

July 15, 2018 to July 14, 2020

     100.000 %      

5 18% Senior Secured Notes due 2018

On August 17, 2012, CHS completed a public offering of 5 18% Senior Secured Notes due 2018 (the “2018 Senior Secured Notes”). The net proceeds from this issuance, together with available cash on hand, were used to finance the prepayment of $1.6 billion of the then outstanding term loans due 2014 under the Credit Facility and related fees and expenses. The 2018 Senior Secured Notes bore interest at 5.125% per annum, payable semiannually in arrears on August 15 and February 15. The 2018 Senior Secured Notes were secured by a first-priority lien subject to a shared lien of equal priority with certain other obligations, including obligations under the Credit Facility and the 2021 Senior Secured Notes, and subject to prior ranking liens permitted by the indenture governing the 2018 Senior Secured Notes on substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the Credit Facility and the 2021 Senior Secured Notes.

CHS was entitled, at its option, to redeem all or a portion of the 2018 Senior Secured Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below:

 

                     

Period

           Redemption Price          

August 15, 2017 to August 14, 2018

     100.000 %      

On May 16, 2016, using part of the cash generated from the QHC spin-off, the Company completed a cash tender offer for $900 million aggregate principal amount outstanding of the 2018 Senior Secured Notes.

During the nine months ended September 30, 2017, using a portion of the net proceeds from the issuance of the 6 14% Senior Secured Notes, CHS completed its tender offer of $469 million of the then $700 million aggregate outstanding principal amount of the 2018 Senior Secured Notes and thereafter redeemed the remaining $231 million aggregate principal amount of 2018 Senior Secured Notes pursuant to a redemption notice previously given by CHS.

5 18% Senior Secured Notes due 2021

On January 27, 2014, CHS completed a private offering of $1.0 billion aggregate principal amount of 5 18% Senior Secured Notes due 2021 (the “2021 Senior Secured Notes”). The net proceeds from this issuance were used to finance the HMA merger. The 2021 Senior Secured Notes bear interest at 5.125% per annum, payable semiannually in arrears on February 1 and August 1. Interest on the 2021 Senior Secured Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 2021 Senior Secured Notes are secured by a first-priority lien, subject to a shared lien of equal priority with certain other obligations, including obligations under the Credit Facility and the 6 14% Senior Secured Notes, and subject to prior ranking liens permitted by the indenture governing the 2021 Senior Secured Notes, on substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the Credit Facility and the 6 14% Senior Secured Notes.

 

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CHS is entitled, at its option, to redeem all or a portion of the 2021 Senior Secured Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below:

 

                     

Period

           Redemption Price          

February 1, 2017 to January 31, 2018

     103.844 %      

February 1, 2018 to January 31, 2019

     102.563 %      

February 1, 2019 to January 31, 2020

     101.281 %      

February 1, 2020 to January 31, 2021

     100.000 %      

Pursuant to a registration rights agreement entered into at the time of the issuance of the 2021 Senior Secured Notes, as a result of an exchange offer made by CHS, all of the 2021 Senior Secured Notes issued in January 2014 were exchanged in October 2014 for new notes (the “2021 Exchange Notes”) having terms substantially identical in all material respects to the 2021 Senior Secured Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 2021 Senior Secured Notes shall be deemed to be the 2021 Exchange Notes unless the context provides otherwise.

6 78% Senior Notes due 2022

On January 27, 2014, CHS completed a private offering of $3.0 billion aggregate principal amount of 6 78% Senior Notes due 2022 (the “6 78% Senior Notes”). The net proceeds from this issuance were used to finance the HMA merger. The 6 78% Senior Notes bear interest at 6.875% per annum, payable semiannually in arrears on February 1 and August 1. Interest on the 6 78% Senior Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months.

Prior to February 1, 2018, CHS may redeem some or all of the 6 78% Senior Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 6 78% Senior Notes. After February 1, 2018, CHS is entitled, at its option, to redeem all or a portion of the 6 78% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below:

 

                     

Period

           Redemption Price          

February 1, 2018 to January 31, 2019

     103.438 %      

February 1, 2019 to January 31, 2020

     101.719 %      

February 1, 2020 to January 31, 2022

     100.000 %      

Pursuant to a registration rights agreement entered into at the time of the issuance of the 6 78% Senior Notes, as a result of an exchange offer made by CHS, all of the 6 78% Senior Notes issued in January 2014 were exchanged in October 2014 for new notes (the “6 78% Exchange Notes”) having terms substantially identical in all material respects to the 6 78% Senior Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 6 78% Senior Notes shall be deemed to be the 6 78% Exchange Notes unless the context provides otherwise.

 

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6 14% Senior Secured Notes due 2023

On March 16, 2017, CHS completed a public offering of $2.2 billion aggregate principal amount of 6 14% Senior Secured Notes. The net proceeds from this issuance were used to finance the purchase or redemption of $700 million aggregate principal amount of CHS’ then outstanding 2018 Senior Secured Notes and related fees and expenses, and the repayment of $1.445 billion of the Term F Facility. On May 12, 2017, CHS completed a tack-on offering of $900 million aggregate principal amount of 6 14% Senior Secured Notes, increasing the total aggregate principal amount of 6 14% Senior Secured Notes to $3.1 billion. A portion of the net proceeds from this issuance were used to finance the repayment of approximately $713 million aggregate principal amount of CHS’ then outstanding Term A Facility and related fees and expenses. The tack-on notes have identical terms, other than issue date and issue price as the 6 14% Senior Secured Notes issued on March 16, 2017. The 6 14% Senior Secured Notes bear interest at 6.250% per annum, payable semiannually in arrears on March 31 and September 30, commencing September 30, 2017. Interest on the 6 14% Senior Secured Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 6 14% Senior Secured Notes are secured by a first-priority lien subject to a shared lien of equal priority with certain other obligations, including obligations under the Credit Facility and the 2021 Senior Secured Notes, and subject to prior ranking liens permitted by the indenture governing the 6 14% Senior Secured Notes on substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the Credit Facility and the 2021 Senior Secured Notes.

CHS is entitled, at its option, to redeem all or a portion of the 6 14% Senior Secured Notes at any time prior to March 31, 2020, upon not less than 30 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the 6 14% Senior Secured Notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 6 14% Senior Secured Notes. In addition, CHS may redeem up to 40% of the aggregate principal amount of the 6 14% Senior Secured Notes at any time prior to March 31, 2020 using the net proceeds from certain equity offerings at the redemption price of 106.250% of the principal amount of the 6 14% Senior Secured Notes redeemed, plus accrued and unpaid interest, if any.

CHS may redeem some or all of the 6 14% Senior Secured Notes at any time on or after March 31, 2020 upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below:

 

                     

Period

           Redemption Price          

March 31, 2020 to March 30, 2021

     103.125 %      

March 31, 2021 to March 30, 2022

     101.563 %      

March 31, 2022 to March 30, 2023

     100.000 %      

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Receivables Facility

On March 21, 2012, through certain of its subsidiaries, CHS entered into an accounts receivable loan agreement (the “Receivables Facility”) with a group of lenders and banks, Credit Agricolé Corporate and Investment Bank, as a managing agent and as the administrative agent, and The Bank of Nova Scotia, as a managing agent. On March 7, 2013, CHS and certain of its subsidiaries amended the Receivables Facility to add an additional managing agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., to increase the size of the facility from $300 million to $500 million and to extend the scheduled termination date. Additional subsidiaries also agreed to participate in the Receivables Facility as of that date. On March 31, 2014, CHS and certain of its subsidiaries amended the Receivables Facility to increase the size of the facility from $500 million to $700 million and to extend the scheduled termination date. Additional subsidiaries also agreed to participate in the Receivables Facility as of that date. On November 18, 2016, CHS and certain of its subsidiaries amended the Receivables Facility to extend the scheduled termination date in respect of a $450 million portion of the commitments thereunder and amend certain other provisions thereof. On June 23, 2017, CHS and certain of its subsidiaries amended the Receivables Facility to replace a managing agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. with PNC Bank, National Association, to decrease the size of the facility from $700 million to $600 million and to extend the scheduled termination date in respect of $150 million of the previously unextended $250 million portion to expire on November 13, 2018, coterminous with the remaining commitments. The remaining $100 million was repaid with available cash on hand. The existing and future non-self pay patient-related accounts receivable (the “Receivables”) for certain affiliated hospitals serve as collateral for the outstanding borrowings under the Receivables Facility. The interest rate on the borrowings is based on the commercial paper rate plus an applicable interest rate spread. Unless earlier terminated or subsequently extended pursuant to its terms, the Receivables Facility will expire on November 13, 2018 in respect of the $600 million of commitments thereunder, subject to customary termination events that could cause an early termination date. CHS maintains effective control over the Receivables because, pursuant to the terms of the Receivables Facility, the Receivables are sold from certain of CHS’ subsidiaries to CHS, and CHS then sells or contributes the Receivables to a special-purpose entity that is wholly-owned by CHS. The wholly-owned special-purpose entity in turn grants security interests in the Receivables in exchange for borrowings obtained from the group of third-party lenders and banks of up to $600 million outstanding from time to time based on the availability of eligible Receivables and other customary factors. The wholly-owned special-purpose entity is not a subsidiary guarantor under the Credit Facility or CHS’ outstanding notes. The group of third-party lenders and banks do not have recourse to CHS or its subsidiaries beyond the assets of the wholly-owned special-purpose entity that collateralizes the loan. The Receivables and other assets of the wholly-owned special-purpose entity will be available first and foremost to satisfy the claims of the creditors of such entity. The outstanding borrowings pursuant to the Receivables Facility at September 30, 2017 totaled $532 million on the condensed consolidated balance sheet. At September 30, 2017, the carrying amount of Receivables included in the Receivables Facility totaled approximately $1.5 billion and is included in patient accounts receivable on the condensed consolidated balance sheet.

Loss from Early Extinguishment of Debt

The financing and repayment transactions discussed above resulted in a loss from the early extinguishment of debt of $4 million for the three months ended September 30, 2017, and an after-tax loss of $2 million for the three months ended September 30, 2017. In addition, the financing and repayment transactions discussed above resulted in a loss from the early extinguishment of debt of $35 million and $30 million for the nine months ended September 30, 2017 and 2016, respectively, and an after-tax loss of $22 million and $19 million for the nine months ended September 30, 2017 and 2016, respectively.

Other Debt

As of September 30, 2017, other debt consisted primarily of other obligations maturing in various installments through 2021.

To limit the effect of changes in interest rates on a portion of the Company’s long-term borrowings, the Company is a party to 8 separate interest swap agreements in effect at September 30, 2017, with an aggregate notional amount for currently effective swaps of $2.2 billion. On each of these swaps, the Company receives a variable rate of interest based on the three-month LIBOR in exchange for the payment of a fixed rate of interest. The Company currently pays, on a quarterly basis, interest on the Revolving Facility at a rate per annum equal to LIBOR plus 2.50%. The Term G Loan and Term H Loan accrue interest at a rate per annum equal to LIBOR plus 2.75% and 3.00%, in the case of LIBOR borrowings, respectively, and Alternate Base Rate plus 1.75% and 2.00%, respectively, in the case of Alternate Base Rate Borrowings. The Term G Loan and the Term H Loan are subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor. See Note 13 for additional information regarding these swaps.

 

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The Company paid interest of $221 million and $279 million on borrowings during the three months ended September 30, 2017 and 2016, respectively, and $630 million and $767 million on borrowings during the nine months ended September 30, 2017 and 2016, respectively.

13.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments has been estimated by the Company using available market information as of September 30, 2017 and December 31, 2016, and valuation methodologies considered appropriate. The estimates presented in the table below are not necessarily indicative of amounts the Company could realize in a current market exchange (in millions):

 

                                                                                       
         September 30, 2017            December 31, 2016    
           Carrying            Estimated Fair            Carrying            Estimated Fair  
     Amount    Value    Amount    Value

Assets:

           

Cash and cash equivalents

   $ 590      $ 590      $ 238      $ 238  

Available-for-sale securities

     278        278        299        299  

Trading securities

     43        43        80        80  

Liabilities:

           

Contingent Value Right

     3        3        1        1  

Credit Facility

     2,959        2,988        6,456        6,370  

8% Senior Notes

     1,921        1,882        1,920        1,615  

7 18% Senior Notes

     1,191        1,079        1,189        917  

5 18% Senior Secured Notes due 2018

     -        -        698        690  

5 18% Senior Secured Notes due 2021

     976        1,003        972        930  

6 78% Senior Notes

     2,940        2,354        2,932        2,102  

6 14% Senior Secured Notes

     3,060        3,065        -        -  

Receivables Facility and other debt

     585        585        749        749  

The carrying value of the Company’s long-term debt in the above table is presented net of unamortized deferred debt issuance costs. The estimated fair value is determined using the methodologies discussed below in accordance with accounting standards related to the determination of fair value based on the U.S. GAAP fair value hierarchy as discussed in Note 14. The estimated fair value for financial instruments with a fair value that does not equal its carrying value is considered a Level 1 valuation. The Company utilizes the market approach and obtains indicative pricing from the administrative agent to the Credit Facility to determine fair values or through publicly available subscription services such as Bloomberg where relevant.

Cash and cash equivalents.  The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months).

Available-for-sale securities.  Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques.

Trading securities.  Estimated fair value is based on closing price as quoted in public markets.

Contingent Value Right.  Estimated fair value is based on the closing price as quoted on the public market where the CVR is traded.

Credit Facility.  Estimated fair value is based on publicly available trading activity and supported with information from the Company’s bankers regarding relevant pricing for trading activity among the Company’s lending institutions.

8% Senior Notes.  Estimated fair value is based on the closing market price for these notes.

7 18% Senior Notes.  Estimated fair value is based on the closing market price for these notes.

5 18% Senior Secured Notes due 2018.  Estimated fair value is based on the closing market price for these notes.

5 18% Senior Secured Notes due 2021.  Estimated fair value is based on the closing market price for these notes.

 

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6 78% Senior Notes.  Estimated fair value is based on the closing market price for these notes.

6 14% Senior Secured Notes.  Estimated fair value is based on the closing market price for these notes.

Receivables Facility and other debt.  The carrying amount of the Receivables Facility and all other debt approximates fair value due to the nature of these obligations.

Interest rate swaps. The fair value of interest rate swap agreements is the amount at which they could be settled, based on estimates calculated by the Company using a discounted cash flow analysis based on observable market inputs and validated by comparison to estimates obtained from the counterparty. The Company incorporates credit valuation adjustments (“CVAs”) to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements.

The Company assesses the effectiveness of its hedge instruments on a quarterly basis. For the nine months ended September 30, 2017 and 2016, the Company completed an assessment of the cash flow hedge instruments and determined the hedges to be highly effective. The Company has also determined that the ineffective portion of the hedges do not have a material effect on the Company’s condensed consolidated financial position, operations or cash flows. The counterparties to the interest rate swap agreements expose the Company to credit risk in the event of nonperformance. However, at September 30, 2017, all of the swap agreements entered into by the Company were in a net liability position such that the Company would be required to make the net settlement payments to the counterparties; the Company does not anticipate nonperformance by those counterparties. The Company does not hold or issue derivative financial instruments for trading purposes.

Interest rate swaps consisted of the following at September 30, 2017:

 

Swap #

  

Notional Amount
(in millions)

  

Fixed Interest Rate

  

Termination Date

  

Fair Value (in

millions)

1

     $                              400     1.882 %      August 30, 2019      $                                1 

2

   200     2.515 %      August 30, 2019   

3

   200     2.613 %      August 30, 2019   

4

   300     2.041 %      August 30, 2020   

5

   300     2.738 %      August 30, 2020   

6

   300     2.892 %      August 30, 2020   

7

   300     2.363 %      January 27, 2021   

8

   200     2.368 %      January 27, 2021   

The Company is exposed to certain risks relating to its ongoing business operations. The risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate fluctuation risk associated with the term loans in the Credit Facility. Companies are required to recognize all derivative instruments as either assets or liabilities at fair value in the condensed consolidated statement of financial position. The Company designates its interest rate swaps as cash flow hedges. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

Assuming no change in September 30, 2017 interest rates, approximately $25 million of interest expense resulting from the spread between the fixed and floating rates defined in each interest rate swap agreement will be recognized during the next 12 months. If interest rate swaps do not remain highly effective as a cash flow hedge, the derivatives’ gains or losses resulting from the change in fair value reported through OCI will be reclassified into earnings.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

The following tabular disclosure provides the amount of pre-tax (loss) gain recognized as a component of OCI during the three and nine months ended September 30, 2017 and 2016 (in millions):

 

                                                                                       
     Amount of Pre-Tax (Loss) Gain
     Recognized in OCI (Effective Portion)
     Three Months Ended    Nine Months Ended

Derivatives in Cash Flow Hedging Relationships

   September 30,    September 30,
     2017    2016    2017    2016

Interest rate swaps

   $ -      $ 1      $ (8)      $ (61)  

The following tabular disclosure provides the location of the effective portion of the pre-tax loss reclassified from accumulated other comprehensive loss (“AOCL”) into interest expense on the condensed consolidated statements of loss during the three and nine months ended September 30, 2017 and 2016 (in millions):

 

                                                                                       
     Amount of Pre-Tax Loss Reclassified
     from AOCL into Income (Effective Portion)
Location of Loss Reclassified from    Three Months Ended    Nine Months Ended

AOCL into Income (Effective Portion)

   September 30,    September 30,
     2017    2016    2017    2016

Interest expense, net

   $ 7      $ 15      $ 24      $ 45  

The fair values of derivative instruments in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 were as follows (in millions):

 

    

Asset Derivatives

  

Liability Derivatives

    

September 30, 2017

  

December 31, 2016

  

September 30, 2017

  

December 31, 2016

    

Balance
Sheet
Location

   Fair Value   

Balance
Sheet
Location

   Fair Value   

Balance
Sheet
Location

   Fair Value   

Balance
Sheet
Location

   Fair Value

Derivatives designated as hedging instruments

  

Other

assets,

net

  

$              -

  

Other

assets,

net

  

$              -

   Other long-term liabilities   

$            33

   Other long-term liabilities   

$            49

14.  FAIR VALUE

Fair Value Hierarchy

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company utilizes the U.S. GAAP fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumption about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The inputs used to measure fair value are classified into the following fair value hierarchy:

 

Level 1:    Quoted market prices in active markets for identical assets or liabilities.
Level 2:    Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:    Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 includes values determined using pricing models, discounted cash flow methodologies, or similar techniques reflecting the Company’s own assumptions.

 

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In instances where the determination of the fair value hierarchy measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment of factors specific to the asset or liability. Transfers between levels within the fair value hierarchy are recognized by the Company on the date of the change in circumstances that requires such transfer. There were no transfers between levels during the nine-month periods ending September 30, 2017 or September 30, 2016.

The following table sets forth, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in millions):

 

                                                                                       
     September 30,
2017
           Level 1                    Level 2                    Level 3        

Available-for-sale securities

   $ 278      $                 158      $                 120      $                 -  

Trading securities

     43        43        -        -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total assets

   $ 321      $ 201      $ 120      $ -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Contingent Value Right (CVR)

   $ 3      $ 3      $ -      $ -  

CVR-related liability

     256        -        -        256  

Fair value of interest rate swap agreements

     33        -        33        -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total liabilities

   $ 292      $ 3      $ 33      $ 256  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

     December 31, 2016    Level 1    Level 2    Level 3

Available-for-sale securities

   $ 299      $ 163      $ 136      $ -  

Trading securities

     80        80        -        -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total assets

   $ 379      $ 243      $ 136      $ -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Contingent Value Right (CVR)

   $ 1      $ 1      $ -      $ -  

CVR-related liability

     252        -        -        252  

Fair value of interest rate swap agreements

     49        -        49        -  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total liabilities

   $ 302      $ 1      $ 49      $ 252  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Available-for-sale Securities

Available-for-sale securities and trading securities classified as Level 1 are measured using quoted market prices. Level 2 available-for-sale securities primarily consisted of bonds and notes issued by the United States government and its agencies and domestic and foreign corporations. The estimated fair values of these securities are determined using various valuation techniques, including a multi-dimensional relational model that incorporates standard observable inputs and assumptions such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids/offers and other pertinent reference data.

Contingent Value Right (CVR)

The CVR represents the estimate of the fair value for the contingent consideration paid to HMA shareholders as part of the HMA merger. The CVR is listed on the NASDAQ and the valuation at September 30, 2017 is based on the quoted trading price for the CVR on the last day of the period. Changes in the estimated fair value of the CVR are recorded through the condensed consolidated statements of loss.

 

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CVR-related Liability

The CVR-related legal liability represents the Company’s estimate of fair value at September 30, 2017 of the liability associated with the legal matters assumed in the HMA merger, which are included in other long-term liabilities in the accompanying condensed consolidated balance sheet. This liability did not include those matters previously accrued by HMA as a probable contingency, which were settled and paid during the year ended December 31, 2015. To develop the estimate of fair value, the Company engaged an independent third-party valuation firm to measure the liability. The valuation was made utilizing the Company’s estimates of future outcomes for each legal case and simulating future outcomes based on the timing, probability and distribution of several scenarios using a Monte Carlo simulation model. Other inputs were then utilized for discounting the liability to the measurement date. The HMA legal matters underlying this fair value estimate were evaluated by management to determine the likelihood and impact of each of the potential outcomes. Using that information, as well as the potential correlation and variability associated with each case, a fair value was determined for the estimated future cash outflows to conclude or settle the HMA legal matters included in the analysis, excluding legal fees (which are expensed as incurred). Because of the unobservable nature of the majority of the inputs used to value the liability, the Company has classified the fair value measurement as a Level 3 measurement in the fair value hierarchy.

The fair value of the CVR-related legal liability will be measured each reporting period using similar measurement techniques, updated for the assumptions and facts existing at that date for each of the underlying legal matters. Changes in the fair value of the CVR related legal liability are recorded in future periods through the condensed consolidated statements of loss.

Fair Value of Interest Rate Swap Agreements

The valuation of the Company’s interest rate swap agreements is determined using market valuation techniques, including discounted cash flow analysis on the expected cash flows of each agreement. This analysis reflects the contractual terms of the agreement, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The fair value of interest rate swap agreements are determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates based on observable market forward interest rate curves and the notional amount being hedged.

The Company incorporates CVAs to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. The CVA on the Company’s interest rate swap agreements resulted in a decrease in the fair value of the related liability of $1 million and an after-tax adjustment of less than $1 million to OCI at September 30, 2017. The CVA on the Company’s interest rate swap agreements resulted in a decrease in the fair value of the related liability of $3 million and an after-tax adjustment of $2 million to OCI at December 31, 2016.

The majority of the inputs used to value the Company’s interest rate swap agreements, including the forward interest rate curves and market perceptions of the Company’s credit risk used in the CVAs, are observable inputs available to a market participant. As a result, the Company has determined that the interest rate swap valuations are classified in Level 2 of the fair value hierarchy.

15.  EMPLOYEE BENEFIT PLANS

The Company provides an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain members of its executive management. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for its net periodic costs for the SERP. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations and net periodic cost in future periods. Benefits expense under the SERP was $3 million for both of the three-month periods ended September 30, 2017 and 2016, and $10 million and $9 million for the nine months ended September 30, 2017 and 2016, respectively. The accrued benefit liability for the SERP totaled $115 million and $122 million at September 30, 2017 and December 31, 2016, respectively, and is included in other long-term liabilities on the condensed consolidated balance sheets. The weighted-average assumptions used in determining net periodic cost for the three and nine-month periods ended September 30, 2017 was a discount rate of 3.6% and annual salary increase of 2.0%. The Company had available-for-sale securities in a rabbi trust generally designated to pay benefits of the SERP in the amounts of $126 million and $131 million at September 30, 2017 and December 31, 2016, respectively. These amounts are included in other assets, net on the condensed consolidated balance sheets.

 

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During the nine months ended September 30, 2017, certain members of executive management of the Company that were participants in the SERP retired and met the requirements for payout of their SERP retirement benefit. The SERP payout provisions require payment to the participant in an actuarially determined lump sum amount six months after the participant retires from the Company. Such amounts have been or will be paid out of the rabbi trust during the latter half of 2017. As required by the pension accounting rules in U.S. GAAP, the Company recognized a non-cash settlement loss of approximately $2 million during the three months ended September 30, 2017, and will recognize a non-cash settlement loss of approximately $4 million during the three months ending December 31, 2017, which represent a pro-rata portion of the accumulated unrecognized actuarial loss out of accumulated other comprehensive loss.

16.  SEGMENT INFORMATION

The Company operates in one distinct operating segment, represented by hospital operations (which includes its general acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services).

Prior to the Company’s sale on December 31, 2016 of 80% of its ownership interest in the home care division, the Company also had an additional distinct operating segment represented by its home care agency operations (which provide in-home care). However, only the hospital operations segment met the criteria as a separate reportable segment due to the fact that the financial information for the home care agency segment did not meet the quantitative thresholds for a separate identifiable reportable segment and as such was combined into the corporate and all other reportable segment.

The distribution between reportable segments of the Company’s net operating revenues and loss from continuing operations before income taxes, for the three and nine months ended September 30, 2016, prior to the sale of an 80% ownership interest in the home care division, is summarized in the following tables (in millions):

 

                                           
     Three Months Ended
September 30, 2016
     Nine Months Ended
September 30, 2016
 

Net operating revenues:

     

Hospital operations

   $                 4,314       $                 13,791   

Corporate and all other

     66         178   
  

 

 

    

 

 

 

Total

   $ 4,380       $ 13,969   
  

 

 

    

 

 

 

Loss from continuing operations before income taxes:

     

Hospital operations

   $ (29)      $ (1,337)  

Corporate and all other

     (54)        (226)  
  

 

 

    

 

 

 

Total

   $ (83)      $ (1,563)  
  

 

 

    

 

 

 

 

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17.  OTHER COMPREHENSIVE INCOME

The following tables present information about items reclassified out of accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2017 and 2016 (in millions, net of tax):

 

                                                                                       
     Change in Fair
  Value of Interest  
Rate Swaps
     Change in Fair
Value of Available
for Sale Securities
     Change in
  Unrecognized  
Pension Cost
Components
     Accumulated
Other
  Comprehensive  
Income (Loss)
 

Balance as of June 30, 2017

    $                 (28)       $                 (5)       $                 (20)       $                 (53)  

Other comprehensive income before reclassifications

                           

Amounts reclassified from accumulated other comprehensive income

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Net current-period other comprehensive income

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance as of September 30, 2017

    $ (23)       $ (3)       $ (19)       $ (45)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

                                                                                       
     Change in Fair
  Value of Interest  
Rate Swaps
     Change in Fair
Value of Available
for Sale Securities
     Change in
  Unrecognized  
Pension Cost
Components
     Accumulated
Other
  Comprehensive  
Income (Loss)
 

Balance as of December 31, 2016

    $                 (31)       $                 (10)       $                 (21)       $                 (62)  

Other comprehensive (loss) income before reclassifications

     (7)                       

Amounts reclassified from accumulated other comprehensive income

     15                       17   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net current-period other comprehensive income

                          17   
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance as of September 30, 2017

    $ (23)       $ (3)       $ (19)       $ (45)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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     Change in Fair
  Value of Interest  
Rate Swaps
     Change in Fair
Value of Available
for Sale Securities
     Change in
  Unrecognized  
Pension Cost
Components
     Accumulated
Other
  Comprehensive  
Income (Loss)
 

Balance as of June 30, 2016

    $                 (69)       $                 -        $                 (21)       $                 (90)  

Other comprehensive loss before reclassifications

            (7)               (7)  

Amounts reclassified from accumulated other comprehensive income

     10                       10   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net current-period other comprehensive income (loss)

     10         (7)                
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance as of September 30, 2016

    $ (59)       $ (7)       $ (21)       $ (87)  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Change in Fair
  Value of Interest  
Rate Swaps
     Change in Fair
Value of Available
for Sale Securities
     Change in
  Unrecognized  
Pension Cost
Components
     Accumulated
Other
  Comprehensive  
Income (Loss)
 

Balance as of December 31, 2015

    $                 (48)       $                 1        $                 (26)       $                 (73)  

Other comprehensive loss before reclassifications

     (40)        (8)               (48)  

Amounts reclassified from accumulated other comprehensive income

     29                       32   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net current-period other comprehensive (loss) income

     (11)        (8)               (16)  

AOCI distributed to QHC in spin-off

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance as of September 30, 2016

    $ (59)       $ (7)       $ (21)       $ (87)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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The following tables present a subtotal for each significant reclassification to net loss out of AOCL and the line item affected in the accompanying condensed consolidated statements of loss for the three and nine months ended September 30, 2017 and 2016 (in millions):

 

                                                                 
     Amount reclassified from AOCL      Affected line item in the
statement where net
  (loss) income is presented  
 

Details about accumulated other

comprehensive (loss) income components

     Three Months Ended  
September 30, 2017
       Nine Months Ended  
September 30, 2017
    
        

Gains and losses on cash flow hedges

        

Interest rate swaps

    $                 (6)       $                 (24)        Interest expense, net  
                   Tax benefit  
  

 

 

    

 

 

    
    $                 (4)       $                 (15)        Net of tax  
  

 

 

    

 

 

    

Amortization of defined benefit pension items

        

Prior service costs

    $       $ (1)        Salaries and benefits  

Actuarial losses

            (1)        Salaries and benefits  

Settlement losses recognized

     (2)        (2)        Salaries and benefits  
  

 

 

    

 

 

    
     (2)        (4)        Total before tax  
                   Tax benefit  
  

 

 

    

 

 

    
    $                 (1)       $                 (2)        Net of tax  
  

 

 

    

 

 

    
    

 

Amount reclassified from AOCL

     Affected line item in the
statement where net
(loss) income is presented
 

Details about accumulated other

comprehensive (loss) income components

   Three Months Ended
September 30, 2016
     Nine Months Ended
September 30, 2016
    
        

Gains and losses on cash flow hedges

        

Interest rate swaps

    $                 (15)       $                 (45)        Interest expense, net  
            16         Tax benefit  
  

 

 

    

 

 

    
    $                 (10)       $                 (29)        Net of tax  
  

 

 

    

 

 

    

Amortization of defined benefit pension items

        

Prior service costs

    $ (1)       $ (1)        Salaries and benefits  

Actuarial losses

            (3)        Salaries and benefits  
  

 

 

    

 

 

    
     (1)        (4)        Total before tax  
                   Tax benefit  
  

 

 

    

 

 

    
    $       $ (3)        Net of tax  
  

 

 

    

 

 

    

18.  CONTINGENCIES

The Company is a party to various legal, regulatory and governmental proceedings incidental to its business. Based on current knowledge, management does not believe that loss contingencies arising from pending legal, regulatory and governmental matters, including the matters described herein, will have a material adverse effect on the condensed consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending legal, regulatory and governmental matters, some of which are beyond the Company’s control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period.

 

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With respect to all legal, regulatory and governmental proceedings, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the possible loss or range of loss. However, the Company is unable to estimate a possible loss or range of loss in some instances based on the significant uncertainties involved in, and/or the preliminary nature of, certain legal, regulatory and governmental matters.

In connection with the spin-off of QHC, the Company agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to April 29, 2016, the closing date of the spin-off, including (i) certain claims and proceedings that were known to be outstanding at or prior to the consummation of the spin-off and involved multiple facilities and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to QHC’s healthcare facilities prior to the closing date of the spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by the Company, including professional liability and employer practices. In this regard, the Company continues to be responsible for HMA Legal Matters (as defined below) covered by the CVR agreement that relate to QHC’s business, and any amounts payable by the Company in connection therewith will continue to reduce the amount payable by the Company in respect of the CVRs. Notwithstanding the foregoing, the Company is not required to indemnify QHC in respect of any claims or proceedings arising out of or related to the business operations of Quorum Health Resources, LLC at any time or QHC’s compliance with the corporate integrity agreement. Subsequent to the spin-off of QHC, the Office of the Inspector General provided the Company with written assurance that it would look solely at QHC for compliance for its facilities under the Company’s Corporate Integrity Agreement; however, the Office of the Inspector General declined to enter into a separate corporate integrity agreement with QHC.

HMA Legal Matters and Related CVR

The CVR agreement entitles the holder to receive a one-time cash payment of up to $1.00 per CVR, subject to downward adjustment based on the final resolution of certain litigation, investigations (whether formal or informal, including subpoenas), or other actions or proceedings related to HMA or its affiliates existing on or prior to July 29, 2013 (the date of the Company’s merger agreement with HMA) as more specifically provided in the CVR agreement (all such matters are referred to as the “HMA Legal Matters”), which include, but are not limited to, investigation and litigation matters as previously disclosed by HMA in public filings with the SEC and/or as described in more detail below. The adjustment reducing the ultimate amount paid to holders of the CVR is determined based on the amount of losses incurred by the Company in connection with the HMA Legal Matters as more specifically provided in the CVR agreement, which generally includes the amount paid for damages, costs, fees and expenses (including, without limitation, attorneys’ fees and expenses), and all fines, penalties, settlement amounts, indemnification obligations and other liabilities (all such losses are referred to as “HMA Losses”). If the aggregate amount of HMA Losses exceeds a deductible of $18 million, then the amount payable in respect of each CVR shall be reduced (but not below zero) by an amount equal to the quotient obtained by dividing: (a) the product of (i) all losses in excess of the deductible and (ii) 90%; by (b) the number of CVRs outstanding on the date on which final resolution of the existing litigation occurs. There are 264,544,053 CVRs outstanding as of the date hereof. If total HMA Losses (including HMA Losses that have occurred to date as noted in the table below) exceed approximately $312 million, then the holders of the CVRs will not be entitled to any payment in respect of the CVRs.

The CVRs do not have a finite payment date. Any payments the Company makes under the CVR agreement will be payable within 60 days after the final resolution of the HMA Legal Matters. The CVRs are unsecured obligations of CHS and all payments under the CVRs will be subordinated in right of payment to the prior payment in full of all of the Company’s senior obligations (as defined in the CVR agreement), which include outstanding indebtedness of the Company (subject to certain exceptions set forth in the CVR agreement) and the HMA Losses. The CVR agreement permits the Company to acquire all or some of the CVRs, whether in open market transactions, private transactions or otherwise. As of September 30, 2017, the Company had acquired no CVRs.

 

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The following table represents the impact of legal expenses paid or incurred and settlements paid or deemed final as of September 30, 2017 on the amounts owed to CVR holders (in millions):

 

                                                                                       
            Allocation of Expenses and Settlements Paid  
       Total Expenses  
and Settlement
Cost
     Deductible      Company’s
  Responsibility  
at 10%
     Reduction to
Amount Owed
  to CVR Holders  
at 90%
 

As of December 31, 2016

     $                 62         $                       18         $                   4         $                   40   

Settlements paid

                           

Legal expenses incurred and/or paid during the nine months ended September 30, 2017

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

As of September 30, 2017

     $ 63         $ 18         $        $ 41   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amounts owed to CVR holders are dependent on the ultimate resolution of the HMA Legal Matters and determination of HMA Losses incurred. The settlement of any or all of the claims and expenses incurred on behalf of the Company in defending itself will (subject to the deductible) reduce the amounts owed to the CVR holders.

Underlying the CVR agreement are a number of claims included in the HMA Legal Matters asserted against HMA. The Company has recorded a liability in connection with those claims as part of the acquired assets and liabilities at the date of acquisition pursuant to the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations.” For the estimate of the Company’s liabilities associated with the HMA Legal Matters that will be covered by the CVR and were not previously accrued by HMA, the Company recorded a liability of $284 million as part of the acquisition accounting for the HMA merger based on the Company’s estimate of fair value of such liabilities as of the date of acquisition. There was a $4 million increase in the liability during the nine months ended September 30, 2017 and the estimated fair value of such liabilities, after consideration of amounts paid and current estimates of valuation inputs, was $256 million as of September 30, 2017, which is recorded in other long-term liabilities on the accompanying condensed consolidated balance sheet. As of September 30, 2017, there is currently no accrual recorded for the probable contingency claims underlying the CVR agreement. The estimated liability for probable contingency claims underlying the CVR agreement that was previously recorded by HMA, and reflected in the purchase accounting for HMA as an acquired liability has been settled and was paid during the year ended December 31, 2015. In addition, although legal fees are not included in the amounts currently accrued, such legal fees are taken into account in determining HMA Losses under the CVR agreement. Certain significant HMA Legal Matters underlying these liabilities are discussed in greater detail below.

 

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HMA Matters Recorded at Fair Value

Medicare/Medicaid Billing Lawsuits

Beginning during the week of December 16, 2013, eleven qui tam lawsuits filed by private individuals against HMA were unsealed in various United States district courts. The United States has elected to intervene in all or part of eight of these matters; namely U.S. ex rel. Craig Brummer v. Health Management Associates, Inc. et al. (Middle District Georgia) (“Brummer”); U.S. ex rel. Ralph D. Williams v. Health Management Associates, Inc. et al. (Middle District Georgia) (“Williams”); U.S. ex rel. Scott H. Plantz, M.D. et al. v. Health Management Associates, Inc., et al. (Northern District Illinois) (“Plantz”); U.S. ex rel. Thomas L. Mason, M.D. et al. v. Health Management Associates, Inc. et al. (Western District North Carolina) (“Mason”); U.S. ex rel. Jacqueline Meyer, et al. v. Health Management Associates, Inc., Gary Newsome et al. (“Jacqueline Meyer”) (District of South Carolina); U.S. ex rel. George Miller, et al. v. Health Management Associates, Inc. (Eastern District of Pennsylvania) (“Miller”); U.S. ex rel. Bradley Nurkin v. Health Management Associates, Inc. et al. (Middle District of Florida) (“Nurkin”); and U.S. ex rel. Paul Meyer v. Health Management Associates, Inc. et al. (Southern District Florida) (“Paul Meyer”). The United States has elected to intervene with respect to allegations in these cases that certain HMA hospitals inappropriately admitted patients and then submitted reimbursement claims for treating those individuals to federal healthcare programs in violation of the False Claims Act or that certain HMA hospitals had inappropriate financial relationships with physicians which violated the Stark law, the Anti-Kickback Statute, and the False Claims Act. Certain of these complaints also allege the same actions violated various state laws which prohibit false claims. The United States has declined to intervene in three of the eleven matters, namely U.S. ex rel. Anita France, et al. v. Health Management Associates, Inc. (Middle District Florida) (“France”) which involved allegations of wrongful billing and was settled; U.S. ex rel. Sandra Simmons v. Health Management Associates, Inc. et al. (Eastern District Oklahoma) (“Simmons”) which alleges unnecessary surgery by an employed physician and which was settled as to all allegations except alleged wrongful termination; and U.S. ex rel. David Napoliello, M.D. v. Health Management Associates, Inc. (Middle District Florida) (“Napoliello”) which alleges inappropriate admissions. On April 3, 2014, the Multi District Litigation Panel ordered the transfer and consolidation for pretrial proceedings of the eight intervened cases, plus the Napoliello matter, to the District of the District of Columbia under the name In Re: Health Management Associates, Inc. Qui Tam Litigation. On June 2, 2014, the court entered a stay of this matter until October 6, 2014, which was subsequently extended until February 27, 2015, May 27, 2015, September 25, 2015, January 25, 2016, May 25, 2016, September 26, 2016, December 27, 2016, April 27, 2017, August 28, 2017 and now until December 18, 2017. The Company intends to defend against the allegations in these matters, but also continues to cooperate with the government in the ongoing investigation of these allegations. The Company has been in discussions with the Civil Division of the United States Department of Justice (“DOJ”) regarding the resolutions of these matters. During the first quarter of 2015, the Company was informed that the Criminal Division continues to investigate former executive-level employees of HMA, and continues to consider whether any HMA entities should be held criminally liable for the acts of the former HMA employees. The Company is voluntarily cooperating with these inquiries and has not been served with any subpoenas or other legal process.

Other Probable Contingencies

Becker v. Community Health Systems, Inc. d/b/a Community Health Systems Professional Services Corporation d/b/a Community Health Systems d/b/a Community Health Systems PSC, Inc. d/b/a Rockwood Clinic P.S. and Rockwood Clinic, P.S. (Superior Court, Spokane, Washington). This suit was filed on February 29, 2012, by a former chief financial officer at Rockwood Clinic in Spokane, Washington. Becker claims he was wrongfully terminated for allegedly refusing to certify a budget for Rockwood Clinic in 2012. On February 29, 2012, he also filed an administrative complaint with the Department of Labor, Occupational Safety and Health Administration alleging that he is a whistleblower under Sarbanes-Oxley, which was dismissed by the agency and was appealed to an administrative law judge for a hearing that occurred on January 19-26, 2016. In a decision dated November 9, 2016, the law judge awarded Becker approximately $1.9 million for front pay, back pay and emotional damages with attorney fees to be later determined. The Company has appealed the award to the Administrative Review Board and is awaiting its decision. At a hearing on July 27, 2012, the trial court dismissed Community Health Systems, Inc. from the state case and subsequently certified the state case for an interlocutory appeal of the denial to dismiss his employer and the management company. The appellate court accepted the interlocutory appeal, and it was argued on April 30, 2014. On August 14, 2014, the court denied the Company’s appeal. On October 20, 2014, the Company filed a petition to review the denial with the Washington Supreme Court. The appeal was accepted and oral argument was heard on June 9, 2015. On September 15, 2015, the court denied the Company’s appeal and remanded to the trial court; a previous trial setting of September 12, 2016 has been vacated and not reset. The Company continues to vigorously defend these actions.

 

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Summary of Recorded Amounts

The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the nine months ended September 30, 2017, with respect to the Company’s fair value determination in connection with HMA Legal Matters that were not previously accrued by HMA, and the remaining contingencies of the Company in respect of which an accrual has been recorded. In addition, future legal fees (which are expensed as incurred) and costs related to possible indemnification and criminal investigation matters associated with the HMA Legal Matters have not been accrued or included in the table below. Furthermore, although not accrued, such costs, if incurred, will be taken into account in determining the total amount of reductions applied to the amounts owed to CVR holders.

 

                                           
     CVR-Related
Liability
at Fair Value
     Other
Probable
Contingencies
 

Balance as of December 31, 2016

       $                 252           $                 14   

Expense

            13   

Cash payments

            (14)  
  

 

 

    

 

 

 

Balance as of September 30, 2017

       $ 256           $ 13   
  

 

 

    

 

 

 

With respect to the “Other Probable Contingencies” referenced in the chart above, in accordance with applicable accounting guidance, the Company establishes a liability for litigation, regulatory and governmental matters for which, based on information currently available, the Company believes that a negative outcome is known or is probable and the amount of the loss is reasonably estimable. For all such matters (whether or not discussed in this contingencies footnote), such amounts have been recorded in other accrued liabilities on the condensed consolidated balance sheet and are included in the table above in the “Other Probable Contingencies” column. Due to the uncertainties and difficulty in predicting the ultimate resolution of these contingencies, the actual amount could differ from the estimated amount reflected as a liability on the condensed consolidated balance sheet.

In the aggregate, attorneys’ fees and other costs incurred but not included in the table above related to probable contingencies, and CVR-related contingencies accounted for at fair value, totaled $1 million for both the three-month periods ended September 30, 2017 and 2016, and $2 million for both the nine-month periods ended September 30, 2017 and 2016, and are included in other operating expenses in the accompanying condensed consolidated statements of loss.

Matters for which an Outcome Cannot be Assessed

For the following legal matter, due to the uncertainties surrounding the ultimate outcome of the case, the Company cannot at this time assess what the outcome may be and is further unable to determine any estimate of loss or range of loss.

Class Action Shareholder Federal Securities Cases.  Three purported class action cases have been filed in the United States District Court for the Middle District of Tennessee; namely, Norfolk County Retirement System v. Community Health Systems, Inc., et al., filed May 9, 2011; De Zheng v. Community Health Systems, Inc., et al., filed May 12, 2011; and Minneapolis Firefighters Relief Association v. Community Health Systems, Inc., et al., filed June 21, 2011. All three seek class certification on behalf of purchasers of the Company’s common stock between July 27, 2006 and April 11, 2011 and allege that misleading statements resulted in artificially inflated prices for the Company’s common stock. In December 2011, the cases were consolidated for pretrial purposes and NYC Funds and its counsel were selected as lead plaintiffs/lead plaintiffs’ counsel. In lieu of ruling on the Company’s motion to dismiss, the court permitted the plaintiffs to file a first amended consolidated class action complaint, which was filed on October 5, 2015. The Company’s motion to dismiss was filed on November 4, 2015 and oral argument was held on April 11, 2016. The Company’s motion to dismiss was granted on June 16, 2016 and on June 27, 2016, the plaintiffs filed a notice of appeal to the Sixth Circuit Court of Appeals. The matter is fully briefed, and oral argument was heard on May 3, 2017. The Company believes this consolidated matter is without merit and will vigorously defend this case.

 

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Other Matters

Shareholder Derivative Actions.  Three purported shareholder derivative actions have also been filed in the United States District Court for the Middle District of Tennessee; Plumbers and Pipefitters Local Union No. 630 Pension Annuity Trust Fund v. Wayne T. Smith, et al., filed May 24, 2011; Roofers Local No. 149 Pension Fund v. Wayne T. Smith, et al., filed June 21, 2011; and Lambert Sweat v. Wayne T. Smith, et al., filed October 5, 2011. These three cases allege breach of fiduciary duty arising out of allegedly improper inpatient admission practices, mismanagement, waste and unjust enrichment. These cases have been consolidated into a single, consolidated action. The plaintiffs filed an operative amended derivative complaint in these three consolidated actions on March 15, 2012. The Company’s motion to dismiss was argued on June 13, 2013. On September 27, 2013, the court issued an order granting in part and denying in part the Company’s motion to dismiss. This case was settled pursuant to a final order entered on January 17, 2017. As a result of the settlement, the Company recorded a gain of approximately $40 million for the amount of settlement proceeds received, net of related legal expenses. Pursuant to the terms of the settlement, the Company is required to adopt and maintain for a specified period certain corporate governance measures. For more information, see the order and stipulation of settlement filed as Exhibit 99.2 to the 2016 Form 10-K.

19.  SUBSEQUENT EVENTS

The Company has evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the condensed consolidated financial statements.

Effective October 1, 2017, one or more subsidiaries of the Company sold Weatherford Regional Medical Center (103 licensed beds) in Weatherford, Texas, and its associated assets to subsidiaries of HCA for approximately $66 million in cash, which was received at the preliminary closing on September 29, 2017.

Effective October 1, 2017, one or more subsidiaries of the Company sold five Pennsylvania hospitals and their associated assets to subsidiaries of Reading Health System for approximately $418 million in cash, which was received at the preliminary closing on September 29, 2017. Hospitals included in the transaction were Brandywine Hospital in Coatesville (169 licensed beds), Chestnut Hill Hospital in Philadelphia (148 licensed beds), Jennersville Hospital in West Grove (63 licensed beds), Phoenixville Hospital in Phoenixville (151 licensed beds) and Pottstown Memorial Medical Center in Pottstown (232 licensed beds).

Effective November 1, 2017, one or more subsidiaries of the Company sold Highlands Regional Medical Center (126 licensed beds) in Sebring, Florida, and its associated assets to subsidiaries of HCA for approximately $11 million in cash.

Effective November 1, 2017, one or more subsidiaries of the Company sold Merit Health Northwest Mississippi (181 licensed beds) in Clarksdale, Mississippi, and its associated assets to subsidiaries of Curae Health, Inc. for approximately $23 million in a combination of cash and a note receivable from the buyer.

 

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20.  SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Senior Notes due 2019, 2020 and 2022, which are senior unsecured obligations of CHS, the 5 18% Senior Secured Notes due 2021, and the 6 14% Senior Secured Notes due 2023 (collectively, “the Notes”) are guaranteed on a senior basis by the Company and by certain of its existing and subsequently acquired or organized 100% owned domestic subsidiaries. The Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor’s capital stock is sold, or a sale of all of the subsidiary guarantor’s assets used in operations. The following condensed consolidating financial statements present Community Health Systems, Inc. (as parent guarantor), CHS (as the issuer), the subsidiary guarantors, the subsidiary non-guarantors and eliminations. These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”

The accounting policies used in the preparation of this financial information are consistent with those elsewhere in the condensed consolidated financial statements of the Company, except as noted below:

 

    Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets.

 

    Cash flows from intercompany transactions are presented in cash flows from financing activities, as changes in intercompany balances with affiliates, net.

 

    Income tax expense is allocated from the parent guarantor to the income producing operations (other guarantors and non-guarantors) and the issuer through stockholders’ equity. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes.

 

    Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances.

The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the Receivables Facility that is further discussed in Note 12. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation.

From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Effective with the spin-off of QHC, all subsidiaries of the Company that were part of that distribution have been removed as guarantors. Amounts for prior periods have been revised to reflect the status of guarantors and non-guarantors as of September 30, 2017.

 

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Condensed Consolidating Statement of Loss

Three Months Ended September 30, 2017

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Operating revenues (net of contractual allowances and discounts)

    $ -       $ (5)       $ 2,661        $ 1,677        $ -       $ 4,333   

Provision for bad debts

     -        -        410       257       -        667 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net operating revenues

     -        (5)        2,251         1,420         -        3,666   

Operating costs and expenses:

                 

Salaries and benefits

     -        -        911       813       -        1,724   

Supplies

     -        -        403       207       -        610 

Other operating expenses

     -        -        614       297       -        911 

Government and other legal settlements and related costs

     -        -             -        -       

Electronic health records incentive reimbursement

     -        -        (1)        (1)        -        (2)  

Rent

     -        -        51       42       -        93 

Depreciation and amortization

     -        -        129       77       -        206 

Impairment and (gain) loss on sale of businesses, net

     -        -        31            -        33 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses

     -        -        2,139         1,437         -        3,576   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(Loss) income from operations

     -        (5)        112       (17)        -        90 

Interest expense, net

     -        84       153            -        238 

Loss from early extinguishment of debt

     -             -        -        -       

Gain on sale of investments in unconsolidated affiliates

     -        -        -        -        -        -  

Equity in earnings of unconsolidated affiliates

     110       39       20       -        (174)        (5)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations before income taxes

     (110)        (132)        (61)        (18)        174       (147)  

Benefit from income taxes

     -        (22)        (23)        (14)        -        (59)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations

     (110)        (110)        (38)        (4)        174       (88)  

Discontinued operations, net of taxes:

                 

Loss from operations of entities sold or held for sale

     -        -        -        (1)        -        (1)  

Impairment of hospitals sold or held for sale

     -        -        (2)             -        (1)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations, net of taxes

     -        -        (2)        -        -        (2)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

     (110)        (110)        (40)        (4)        174       (90)  

Less: Net income attributable to noncontrolling interests

     -        -        -        20       -        20 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to Community Health Systems, Inc. stockholders

    $ (110)       $ (110)       $ (40)       $ (24)       $ 174        $ (110)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

47


Table of Contents

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Condensed Consolidating Statement of Loss

Three Months Ended September 30, 2016

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Operating revenues (net of contractual allowances and discounts)

    $ -       $ (6)       $ 2,767        $ 2,323        $ -       $ 5,084   

Provision for bad debts

     -        -        393       311       -        704 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net operating revenues

     -        (6)        2,374         2,012         -        4,380   

Operating costs and expenses:

                 

Salaries and benefits

     -        -        969       1,098         -        2,067   

Supplies

     -        -        416       307       -        723 

Other operating expenses

     -        -        615       411       -        1,026   

Government and other legal settlements and related costs

     -        -                  -        10 

Electronic health records incentive reimbursement

     -        -        (4)        (1)        -        (5)  

Rent

     -        -        52       57       -        109 

Depreciation and amortization

     -        -        157       108       -        265 

Impairment and (gain) loss on sale of businesses, net

     -        -        18       21       -        39 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses

     -        -        2,228         2,006         -        4,234   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(Loss) income from operations

     -        (6)        146            -        146 

Interest expense, net

     -        84       137       12       -        233 

Loss from early extinguishment of debt

     -        -        -        -        -        -  

Gain on sale of investments in unconsolidated affiliates

     -        -        -        -        -        -  

Equity in earnings of unconsolidated affiliates

     79       14       18       -        (115)        (4)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations before income taxes

     (79)        (104)        (9)        (6)        115       (83)  

(Benefit from) provision for income taxes

     -        (25)             (9)        -        (29)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(Loss) income from continuing operations

     (79)        (79)        (14)             115       (54)  

Discontinued operations, net of taxes:

                 

Loss from operations of entities sold or held for sale

     -        -        (2)        -        -        (2)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations, net of taxes

     -        -        (2)        -        -        (2)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net (loss) income

     (79)        (79)        (16)             115       (56)  

Less: Net income attributable to noncontrolling interests

     -        -        -        23       -        23 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to Community Health Systems, Inc. stockholders

    $ (79)       $ (79)       $ (16)       $ (20)       $ 115       $ (79)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

48


Table of Contents

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Condensed Consolidating Statement of Loss

Nine Months Ended September 30, 2017

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Operating revenues (net of contractual allowances and discounts)

    $ -       $ (17)       $ 8,437        $ 5,903        $ -       $ 14,323   

Provision for bad debts

     -        -        1,337         691       -        2,028   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net operating revenues

     -        (17)        7,100         5,212         -        12,295   

Operating costs and expenses:

                 

Salaries and benefits

     -        -        2,786         2,918         -        5,704   

Supplies

     -        -        1,263         793       -        2,056   

Other operating expenses

     -        -        1,860         1,124         -        2,984   

Government and other legal settlements and related costs

     -        -        (32)        -        -        (32)  

Electronic health records incentive reimbursement

     -        -        (12)        (13)        -        (25)  

Rent

     -        -        155       151       -        306 

Depreciation and amortization

     -        -        385       280       -        665 

Impairment and (gain) loss on sale of businesses, net

     -        -        291       72       -        363 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses

     -        -        6,696         5,325         -        12,021   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(Loss) income from operations

     -        (17)        404       (113)        -        274 

Interest expense, net

     -        241       448       17       -        706 

Loss from early extinguishment of debt

     -        35       -        -        -        35 

Equity in earnings of unconsolidated affiliates

     446       210       105       -        (774)        (13)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations before income taxes

     (446)        (503)        (149)        (130)        774       (454)  

(Benefit from) provision for income taxes

     -        (57)        56       (73)        -        (74)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations

     (446)        (446)        (205)        (57)        774       (380)  

Discontinued operations, net of taxes:

                 

Loss from operations of entities sold or held for sale

     -        -        (3)        (1)        -        (4)  

Impairment of hospitals sold or held for sale

     -        -        (5)        (1)        -        (6)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from discontinued operations, net of taxes

     -        -        (8)        (2)        -        (10)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

     (446)        (446)        (213)        (59)        774       (390)  

Less: Net income attributable to noncontrolling interests

     -        -        -        56       -        56 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to Community Health Systems, Inc. stockholders

    $ (446)       $ (446)       $ (213)       $ (115)       $ 774        $ (446)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

49


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COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Condensed Consolidating Statement of Loss

Nine Months Ended September 30, 2016

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Operating revenues (net of contractual allowances and discounts)

    $ -       $ (18)       $ 8,594        $ 7,552        $ -       $ 16,128   

Provision for bad debts

     -        -        1,349         810       -        2,159   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net operating revenues

     -        (18)        7,245         6,742         -        13,969   

Operating costs and expenses:

                 

Salaries and benefits

     -        -        2,901         3,636         -        6,537   

Supplies

     -        -        1,288         993       -        2,281   

Other operating expenses

     -        -        1,766         1,490         -        3,256   

Government and other legal settlements and related costs

     -        -                  -        10 

Electronic health records incentive reimbursement

     -        -        (28)        (26)        -        (54)  

Rent

     -        -        153       187       -        340 

Depreciation and amortization

     -        -        477       362       -        839 

Impairment and (gain) loss on sale of businesses, net

     -        -        1,163         532       -        1,695   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses

     -        -        7,726         7,178         -        14,904   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from operations

     -        (18)        (481)        (436)        -        (935)  

Interest expense, net

     -        158       497       75       -        730 

Loss from early extinguishment of debt

     -        30       -        -        -        30 

Gain on sale of investments in unconsolidated affiliates

     -        -        (94)        -        -        (94)  

Equity in earnings of unconsolidated affiliates

     1,500         1,340         478       -        (3,356)        (38)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations before income taxes

     (1,500)        (1,546)        (1,362)        (511)        3,356         (1,563)  

Benefit from income taxes

     -        (46)        (18)        (77)        -        (141)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loss from continuing operations

     (1,500)        (1,500)        (1,344)        (434)        3,356         (1,422)  

Discontinued operations, net of taxes:

                 

(Loss) income from operations of entities sold or held for sale

     -        -        (6)             -        (4)  

Impairment of hospitals sold or held for sale

     -        -        -        (1)        -        (1)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(Loss) income from discontinued operations, net of taxes

     -        -        (6)             -        (5)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

     (1,500)        (1,500)        (1,350)        (433)        3,356         (1,427)  

Less: Net income attributable to noncontrolling interests

     -        -        -        73       -        73 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to Community Health Systems, Inc. stockholders

    $ (1,500)       $ (1,500)       $ (1,350)       $ (506)       $ 3,356        $ (1,500)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

50


Table of Contents

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Condensed Consolidating Statement of Comprehensive Loss

Three Months Ended September 30, 2017

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Net loss

     $ (110)        $ (110)        $ (40)        $ (4)        $ 174         $ (90)  

Other comprehensive income, net of income taxes:

                 

Net change in fair value of interest rate swaps, net of tax

               -        -        (5)       

Net change in fair value of available-for-sale securities, net of tax

                    -        (4)       

Amortization and recognition of unrecognized pension cost components, net of tax

                    -        (2)       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other comprehensive income

                    -        (11)       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss

     (102)        (102)        (37)        (4)        163       (82)  

Less: Comprehensive income attributable to noncontrolling interests

     -        -        -        20       -        20 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss attributable to Community Health Systems, Inc. stockholders

     $ (102)        $ (102)        $ (37)        $ (24)        $ 163         $ (102)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Condensed Consolidating Statement of Comprehensive Loss

Three Months Ended September 30, 2016

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Net (loss) income

     $ (79)        $ (79)        $ (16)        $        $ 115         $ (56)  

Other comprehensive (loss) income, net of income taxes:

                 

Net change in fair value of interest rate swaps, net of tax

     10       10       -        -        (10)         10 

Net change in fair value of available-for-sale securities, net of tax

     (7)        (7)        (7)        -        14       (7)  

Amortization and recognition of unrecognized pension cost components, net of tax

     -        -        -        -        -        -  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss)

               (7)        -            
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive (loss) income

     (76)        (76)        (23)             119       (53)  

Less: Comprehensive income attributable to noncontrolling interests

     -        -        -        23       -        23 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss attributable to Community Health Systems, Inc. stockholders

     $ (76)        $ (76)        $ (23)        $ (20)        $ 119         $ (76)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

51


Table of Contents

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

 

 

Condensed Consolidating Statement of Comprehensive Loss

Nine Months Ended September 30, 2017

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Net loss

     $ (446)        $ (446)        $ (213)        $ (59)        $ 774         $ (390)  

Other comprehensive income, net of income taxes:

                 

Net change in fair value of interest rate swaps, net of tax

               -        -        (8)       

Net change in fair value of available-for-sale securities, net of tax

                    -        (14)       

Amortization and recognition of unrecognized pension cost components, net of tax

                    -        (4)       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other comprehensive income

     17       17            -        (26)        17 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss

     (429)        (429)        (204)        (59)        748       (373)  

Less: Comprehensive income attributable to noncontrolling interests

     -        -        -        56       -        56 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss attributable to Community Health Systems, Inc. stockholders

     $ (429)        $ (429)        $ (204)        $ (115)        $ 748         $ (429)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Condensed Consolidating Statement of Comprehensive Loss

Nine Months Ended September 30, 2016

 

                                                                                                                                   
     Parent
Guarantor
     Issuer      Other
Guarantors
     Non -
Guarantors
     Eliminations      Consolidated  
     (In millions)  

Net loss

     $ (1,500)        $ (1,500)        $ (1,350)        $ (433)        $ 3,356         $ (1,427)  

Other comprehensive (loss) income, net of income taxes:

                 

Net change in fair value of interest rate swaps, net of tax

     (11)        (11)        -        -        11       (11)  

Net change in fair value of available-for-sale securities, net of tax

     (8)        (8)        (8)        -        16       (8)  

Amortization and recognition of unrecognized pension cost components, net of tax

                    -        (6)       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other comprehensive loss

     (16)        (16)        (5)        -        21       (16)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss

     (1,516)        (1,516)        (1,355)        (433)        3,377         (1,443)  

Less: Comprehensive income attributable to noncontrolling interests

     -        -        -        73       -        73 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

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