COMMUNITY HEALTH SYSTEMS INC - Quarter Report: 2019 September (Form 10-Q)

Large accelerated filer ☐

Accelerated filer ☑

Smaller reporting company

Non-accelerated filer ☐

Emerging growth company

Form 10-Q

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, 2019

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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	CYH	New York Stock Exchange

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 every Interactive Data File required to be submitted 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 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.

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 23, 2019, there were outstanding 117,844,337 shares of the Registrant’s Common Stock, $0.01 par value.

Community Health Systems, Inc.

Form 10-Q

For the Three and Nine Months Ended September 30, 2019


Part I.	Financial Information			Page

	Item 1.	Financial Statements:

		Condensed Consolidated Statements of Loss – Three and Nine Months Ended September 30, 2019 and September 30, 2018 (Unaudited)		2

		Condensed Consolidated Statements of Comprehensive Loss - Three and Nine Months Ended September 30, 2019 and September 30, 2018 (Unaudited)		3

		Condensed Consolidated Balance Sheets - September 30, 2019 and December 31, 2018 (Unaudited)		4

		Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2019 and September 30, 2018 (Unaudited)		5

		Notes to Condensed Consolidated Financial Statements (Unaudited)	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		54

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		81

	Item 4.	Controls and Procedures		81

Part II.	Other Information

	Item 1.	Legal Proceedings		82

	Item 1A.	Risk Factors		87

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		88

	Item 3.	Defaults Upon Senior Securities		88

	Item 4.	Mine Safety Disclosures		88

	Item 5.	Other Information		88

	Item 6.	Exhibits		89

Signatures				91

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,
	2019		2018		2019		2018
Net operating revenues	$	3,246	$	3,451	$	9,925	$	10,702
Operating costs and expenses:
Salaries and benefits		1,469		1,585		4,499		4,850
Supplies		526		565		1,623		1,773
Other operating expenses		812		858		2,516		2,646
Government and other legal settlements and related costs		26		2		35		9
Electronic health records incentive reimbursement		-		(1)		-		(2)
Lease cost and rent		79		83		240		257
Depreciation and amortization		151		173		456		531
Impairment and (gain) loss on sale of businesses, net		(1)		112		70		314

Total operating costs and expenses		3,062		3,377		9,439		10,378

Income from operations		184		74		486		324
Interest expense, net		259		256		782		720
Loss (gain) from early extinguishment of debt		-		27		31		(32)
Equity in earnings of unconsolidated affiliates		(3)		(5)		(12)		(17)

Loss before income taxes		(72)		(204)		(315)		(347)
(Benefit from) provision for income taxes		(74)		104		(71)		58

Net income (loss)		2		(308)		(244)		(405)
Less: Net income attributable to noncontrolling interests		19		17		58		55

Net loss attributable to Community Health Systems, Inc. stockholders	$	(17)	$	(325)	$	(302)	$	(460)

Loss per share attributable to Community Health Systems, Inc. common stockholders:
Basic	$	(0.15)	$	(2.88)	$	(2.66)	$	(4.08)

Diluted	$	(0.15)	$	(2.88)	$	(2.66)	$	(4.08)

Weighted-average number of shares outstanding:
Basic		113,891,721		112,865,482		113,672,798		112,667,077

Diluted		113,891,721		112,865,482		113,672,798		112,667,077

See accompanying notes to the condensed consolidated financial statements.

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,
	2019		2018		2019		2018
Net income (loss)	$	2	$	(308)	$	(244)	$	(405)
Other comprehensive (loss) income, net of income taxes:
Net change in fair value of interest rate swaps, net of tax		(1)		2		(3)		26
Net change in fair value of available-for-sale securities, net of tax		1		-		5		(2)
Amortization and recognition of unrecognized pension cost components, net of tax		-		-		-		1

Other comprehensive income		-		2		2		25

Comprehensive income (loss)		2		(306)		(242)		(380)
Less: Comprehensive income attributable to noncontrolling interests		19		17		58		55

Comprehensive loss attributable to Community Health Systems, Inc. stockholders	$	(17)	$	(323)	$	(300)	$	(435)

See accompanying notes to the condensed consolidated financial statements.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)


	September 30, 2019		December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	157	$	196
Patient accounts receivable		2,269		2,352
Supplies		376		402
Prepaid income taxes		45		3
Prepaid expenses and taxes		194		196
Other current assets		341		400


Total current assets		3,382		3,549

Property and equipment		10,198		10,301
Less accumulated depreciation and amortization		(4,267)		(4,162)

Property and equipment, net		5,931		6,139

Goodwill		4,495		4,559

Deferred income taxes		94		69

Other assets, net		1,993		1,543


Total assets	$	15,895	$	15,859

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt	$	318	$	204
Current operating lease liabilities		137		-
Accounts payable		743		887
Accrued liabilities:
Employee compensation		592		627
Accrued interest		145		206
Other		420		468


Total current liabilities		2,355		2,392

Long-term debt		13,286		13,392

Deferred income taxes		26		26

Long-term operating lease liabilities		497		-

Other long-term liabilities		998		1,008

Total liabilities		17,162		16,818

Redeemable noncontrolling interests in equity of consolidated subsidiaries		498		504


STOCKHOLDERS’ DEFICIT
Community Health Systems, Inc. stockholders’ deficit:
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; 117,858,473 shares issued and outstanding at September 30, 2019, and 116,248,376 shares issued and outstanding at December 31, 2018		1		1
Additional paid-in capital		2,004		2,017
Accumulated other comprehensive loss		(8)		(10)
Accumulated deficit		(3,845)		(3,543)


Total Community Health Systems, Inc. stockholders’ deficit		(1,848)		(1,535)
Noncontrolling interests in equity of consolidated subsidiaries		83		72


Total stockholders’ deficit		(1,765)		(1,463)

Total liabilities and stockholders’ deficit	$	15,895	$	15,859

See accompanying notes to the condensed consolidated financial statements.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine Months Ended
	September 30,
	2019		2018
Cash flows from operating activities:
Net loss	$	(244)	$	(405)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		456		531
Government and other legal settlements and related costs		25		9
Stock-based compensation expense		8		10
Impairment and (gain) loss on sale of businesses, net		70		314
Loss (gain) from early extinguishment of debt		31		(32)
Other non-cash expenses, net		140		25
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Patient accounts receivable		82		38
Supplies, prepaid expenses and other current assets		40		14
Accounts payable, accrued liabilities and income taxes		(315)		(47)
Other		(102)		(17)

Net cash provided by operating activities		191		440

Cash flows from investing activities:
Acquisitions of facilities and other related businesses		(13)		(21)
Purchases of property and equipment		(322)		(413)
Proceeds from disposition of hospitals and other ancillary operations		363		228
Proceeds from sale of property and equipment		1		7
Purchases of available-for-sale securities and equity securities		(58)		(50)
Proceeds from sales of available-for-sale securities and equity securities		72		75
Increase in other investments		(146)		(76)

Net cash used in investing activities		(103)		(250)

Cash flows from financing activities:
Repurchase of restricted stock shares for payroll tax withholding requirements		(1)		(1)
Deferred financing costs and other debt-related costs		(28)		(93)
Proceeds from noncontrolling investors in joint ventures		10		2
Redemption of noncontrolling investments in joint ventures		(6)		(27)
Distributions to noncontrolling investors in joint ventures		(78)		(74)
Proceeds from sale-lease back		56		-
Borrowings under credit agreements		26		24
Issuance of long-term debt		2,489		1,033
Proceeds from ABL facility		25		587
Repayments of long-term indebtedness		(2,620)		(1,869)

Net cash used in financing activities		(127)		(418)

Net change in cash and cash equivalents		(39)		(228)
Cash and cash equivalents at beginning of period		196		563

Cash and cash equivalents at end of period	$	157	$	335

Supplemental disclosure of cash flow information:
Interest payments	$	(810)	$	(637)

Income tax refunds (payments), net	$	3	$	17

See accompanying notes to the condensed consolidated financial statements.

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, 2019 and December 31, 2018 and for the three-month and nine-month periods ended September 30, 2019 and 2018, 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, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. 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, 2018, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2019 (“2018 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.

Revenue Recognition. On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue.

The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, upon the Company’s adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore is included as a reduction to net operating revenues. For changes in credit issues not assessed at the date of service, the Company prospectively recognizes those amounts in other operating expenses on the statement of operations. Other than these changes in presentation on the consolidated statement of operations, the adoption of ASC 606 did not have a material impact on the consolidated results of operations for the year ended December 31, 2018 or the nine months ended September 30, 2019, and the Company does not expect it to have a material impact on its consolidated results of operations on a prospective basis.

As part of the adoption of ASC 606, the Company elected two of the available practical expedients provided for in the standard. First, the Company does not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expenses all incremental customer contract acquisition costs as incurred because such costs are not material and would be amortized over a period less than one year.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Net Operating Revenues

Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During the year ended December 31, 2018 and the three and nine months ended September 30, 2019, the impact of changes to the inputs used to determine the transaction price was considered immaterial to the current period.

The Company’s net operating revenues during the three and nine months ended September 30, 2019 and 2018 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Medicare	$	811	$	875	$	2,519	$	2,852
Medicaid		437		469		1,316		1,407
Managed Care and other third-party payors		1,971		2,065		5,991		6,292
Self-pay		27		42		99		151

Total	$	3,246	$	3,451	$	9,925	$	10,702

Patient Accounts Receivable

Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends.

Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, 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.

Final settlements for some payors and programs are subject to adjustment based on administrative review and audit by third parties. As a result of these final settlements, the Company has recorded amounts due to third-party payors of $102 million and $144 million as of September 30, 2019 and December 31, 2018, respectively, and these amounts are included in accrued liabilities-other in the accompanying condensed consolidated balance sheets. Amounts due from third-party payors were $138 million and $155 million as of September 30, 2019 and December 31, 2018, respectively, and are included in other current assets in the accompanying condensed consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2015.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Charity Care

In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government.

These charity care services are estimated to be $126 million and $121 million for the three months ended September 30, 2019 and 2018, respectively, and $410 million and $350 million for the nine months ended September 30, 2019 and 2018, respectively, representing the value (at the Company’s standard charges) of these charity care services that are excluded from net operating revenues. The estimated cost incurred by the Company to provide these charity care services to patients who are unable to pay was approximately $16 million and $15 million during the three months ended September 30, 2019 and 2018, respectively, and $50 million and $43 million during the nine months ended September 30, 2019 and 2018, respectively. The estimated cost of these charity care services was determined using a ratio of cost to gross charges and applying that ratio to the gross charges associated with providing care to charity patients for the period.

Leases. On January 1, 2019, the Company adopted the cumulative accounting standard updates initially issued by the FASB in February 2016 that amend the accounting for leases and are codified as ASC 842. These changes to the lease accounting model require operating leases be recorded on the balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. Leases with an initial term of 12 months or less that do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised are not recorded on the balance sheet; rather, rent expense for these leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company elected the amended transition requirements allowed for by the FASB in Accounting Standards Update (“ASU”) 2018-11, which provide entities relief by allowing them not to recast prior comparative periods from the adoption of ASC 842. As a result, the prior year comparative financial statements have not been restated to reflect the adoption of ASC 842. Additionally, the Company elected the package of practical expedients available in ASC 842 upon adoption whereby an entity need not reassess expired contracts for lease identification or classification as a finance or operating lease, or for the reassessment of initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. Certain of the Company’s lease agreements have lease and non-lease components, which for the majority of leases the Company accounts for separately when the actual lease and non-lease components are determinable. For equipment leases with immaterial non-lease components incorporated into the fixed rent payment, the Company accounts for the lease and non-lease components as a single lease component in determining the lease payment. Additionally, for certain individually insignificant equipment leases such as copiers, the Company applies a portfolio approach to effectively record the operating lease liability and ROU asset.

The adoption of ASC 842 had a material impact on the Company’s condensed consolidated balance sheet through the recording of the operating lease liabilities and related ROU assets for leases in effect at January 1, 2019, but the adoption did not have a material impact on the Company’s condensed consolidated statement of loss or condensed consolidated statement of cash flows for the nine months ended September 30, 2019. The Company recorded approximately $673 million of operating lease liabilities and ROU assets on January 1, 2019 upon adoption of ASC 842, with no impact on accumulated deficit.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Accounting for the Impairment or Disposal of Long-Lived Assets. During the nine months ended September 30, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $70 million to reduce the carrying value of closed hospitals and 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, 2019 is a net allocation of approximately $68 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 evaluate offers for potential sales. Based on such analysis, additional impairment charges may be recorded in the future.

During the nine months ended September 30, 2018, the Company recorded a total combined impairment charge and loss on disposal of approximately $314 million, of which (i) approximately $225 million was recorded to reduce the carrying value of certain hospitals that have been sold or 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, (ii) approximately $29 million was recorded to write-off the value of a promissory note received as consideration for the sale of three hospitals in 2017 where the buyer recently entered into bankruptcy proceedings, and (iii) approximately $60 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals that have ceased operations or where the Company is in discussions with potential buyers for divestiture at a sale price that indicates a fair value below carrying value. Included in the carrying value of the hospital disposal groups at September 30, 2018 is a net allocation of approximately $113 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.

New Accounting Pronouncements. In August 2018, the FASB issued ASU 2018-15 to provide guidance on the accounting for implementation costs incurred in a cloud computing arrangement that is accounted for as a service contract. This ASU requires entities to account for such costs consistent with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations.

In June 2016, the FASB issued ASU 2016-13, which introduced a new model for recognizing credit losses on financial instruments based on an estimate of the current expected credit losses. The new current expected credit losses (“CECL”) model generally calls for the immediate recognition of all expected credit losses and applies to financial instruments and other assets, including accounts receivable and other financial assets measured at amortized cost, debt securities and other financial assets. This guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company 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 14, 2018 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 15, 2018 (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 did 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 included the Company’s directors, officers, employees and consultants. All options granted under the 2000 Plan were “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurred in one-third increments on each of the first three anniversaries of the award date. Options granted prior to 2005 had a 10-year contractual term, options granted in 2005 through 2007 had an eight-year contractual term and options granted since 2008 had a 10-year contractual term. 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

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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, 2019, 5,307,965 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.

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				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Effect on loss before income taxes	$	(2)	$	(3)	$	(8)	$	(10)

Effect on net loss	$	(2)	$	(2)	$	(6)	$	(8)

At September 30, 2019, $17 million of unrecognized stock-based compensation expense related to outstanding unvested stock options, restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 23 months. Of that amount, $2 million related to outstanding unvested stock options was expected to be recognized over a weighted-average period of 29 months and $15 million related to outstanding unvested restricted stock and restricted stock units was expected to be recognized over a weighted-average period of 23 months. There were no modifications to awards during the three or nine months ended September 30, 2019 and 2018.

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the three and nine months ended September 30, 2019:


	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Expected volatility		N/A%		68.4 %
Expected dividends		N/A		-
Expected term		N/A		5.6 years
Risk-free interest rate		N/A%		2.6 %

In determining the expected term, the Company examined concentrations of option holdings and historical patterns of option exercises and forfeitures, as well as forward-looking factors, in an effort to determine if there were any discernable employee populations. From this analysis, the Company identified two primary employee populations, one consisting of certain senior executives and the other consisting of substantially all other recipients.

The expected volatility rate was estimated based on historical volatility. In determining expected volatility, the Company also reviewed the market-based implied volatility of actively traded options of its common stock and determined that historical volatility utilized to estimate the expected volatility rate did not differ significantly from the implied volatility.

The expected term computation is based on historical exercise and cancellation patterns and forward-looking factors, where present, for each population identified. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company adjusts the estimated forfeiture rate to its actual experience.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of September 30, 2019, and changes during each of the three-month periods following December 31, 2018, 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		2019
Outstanding at December 31, 2018		624,938	$	31.21
Granted		646,500		4.99
Exercised		-		-
Forfeited and cancelled		(92,301)		25.57

Outstanding at March 31, 2019		1,179,137		17.27
Granted		12,000		2.66
Exercised		-		-
Forfeited and cancelled		(30,834)		31.94

Outstanding at June 30, 2019		1,160,303		16.73
Granted		-		-
Exercised		-		-
Forfeited and cancelled		(42,835)		5.46

Outstanding at September 30, 2019		1,117,468	$	17.01		5.8 years	$	-

Exercisable at September 30, 2019		493,468	$	32.27		1.3 years	$	-

No stock options were granted during the three months ended September 30, 2019. The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2019 was $3.05. No stock options were granted during the three and nine months ended September 30, 2018. 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 ($3.60) 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, 2019. 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, 2019 and 2018. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options.

The Company has also awarded restricted stock under the 2009 Plan to employees of certain subsidiaries. With respect to time-based vesting restricted stock that has been awarded under the 2009 Plan, the restrictions on these shares have generally lapsed in one-third increments on each of the first three anniversaries of the award date. In addition, certain of the restricted stock awards granted to the Company’s senior executives have contained performance objectives required to be met in addition to any time-based vesting requirements. If the applicable performance objectives are not attained, these awards will be forfeited in their entirety. For such performance-based awards granted prior to March 1, 2017, performance objectives were measured over a one-year period, and, provided the target performance objective was attained, restrictions lapsed in one-third increments on each of the first three anniversaries of the award date. For performance-based awards granted on or after March 1, 2017, the performance objectives have been measured cumulatively over a three-year period. With respect to performance-based awards granted on or after March 1, 2017, if the applicable target performance objective is met at the end of the three-year period, then the portion of the restricted stock award subject to such performance objective will vest in full on the third anniversary of the award date. Additionally, for these awards, based on the level of achievement for the applicable performance objective within the parameters specified in the award agreement, the number of shares to be issued in connection with the vesting of the award may 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 2009 Plan may 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 objectives that have not yet been satisfied are not considered outstanding for purposes of determining earnings per share until the performance objectives have been satisfied.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Restricted stock outstanding under the 2009 Plan as of September 30, 2019, and changes during each of the three-month periods following December 31, 2018, were as follows:


			Weighted-
			Average Grant
	Shares		Date Fair Value
Unvested at December 31, 2018		3,308,907	$	7.00
Granted		1,958,000		4.97
Vested		(983,986)		9.17
Forfeited		(57,335)		6.37

Unvested at March 31, 2019		4,225,586		5.56
Granted		17,000		2.66
Vested		(62,665)		8.52
Forfeited		(19,334)		4.72

Unvested at June 30, 2019		4,160,587		5.51
Granted		-		-
Vested		-		-
Forfeited		(193,835)		5.47

Unvested at September 30, 2019		3,966,752		5.51

Restricted stock units (“RSUs”) have been granted to the Company’s outside directors under the 2000 Plan and the 2009 Plan. On March 1, 2018, each of the Company’s outside directors received a grant under the 2009 Plan of 37,118 RSUs. On March 1, 2019, each of the Company’s outside directors received a grant under the 2009 Plan of 34,068 RSUs. Each of the 2018 and 2019 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.

RSUs outstanding under the 2009 Plan as of September 30, 2019, and changes during each of the three-month periods following December 31, 2018, were as follows:


			Weighted-
			Average Grant
	Shares		Date Fair Value
Unvested at December 31, 2018		397,906	$	6.17
Granted		306,612		4.99
Vested		(162,942)		7.42
Forfeited		-		-

Unvested at March 31, 2019		541,576		5.13
Granted		-		-
Vested		-		-
Forfeited		-		-

Unvested at June 30, 2019		541,576		5.13
Granted		-		-
Vested		-		-
Forfeited		-		-

Unvested at September 30, 2019		541,576		5.13

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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 $48 million and $46 million for the three months ended September 30, 2019 and 2018, respectively, and $135 million and $141 million for the nine months ended September 30, 2019 and 2018, respectively. Included in these corporate office costs is stock-based compensation of $2 million and $3 million for the three months ended September 30, 2019 and 2018, respectively, and $8 million and $10 million for the nine months ended September 30, 2019 and 2018, 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 when identified. 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 during both of the three-month periods ended September 30, 2019 and 2018, and $3 million and $2 million for the nine months ended September 30, 2019 and 2018, respectively.

During the nine months ended September 30, 2019, one or more subsidiaries of the Company paid approximately $7 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, 2019, the Company allocated approximately $3 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $4 million consisting of intangible assets that do not qualify for separate recognition, to goodwill.

Effective June 1, 2019, one or more subsidiaries of the Company completed the acquisition of Northwest Mississippi Medical Center in Clarksdale, Mississippi. This healthcare system includes 181 licensed beds and other outpatient and ancillary services. The total cash consideration paid for operating assets was approximately $2 million with additional consideration of $9 million in assumed liabilities, for a total consideration of $11 million. This hospital was acquired in conjunction with the bankruptcy proceedings for the previous owner that acquired the hospital from the Company in 2017 as part of an agreement with the local county government associated with its lease of the hospital building. Based on the Company’s final purchase price allocation relating to this acquisition as of September 30, 2019, no goodwill has been recorded. Prior to the completion of the acquisition, the Company initiated a plan to sell this hospital and as such has classified this hospital as held for sale at September 30, 2019.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Divestitures

The following table provides a summary of hospitals that the Company divested during the nine months ended September 30, 2019 and the year ended December 31, 2018:


			Licensed
Hospital	Buyer	City, State	Beds		Effective Date

2019 Divestitures:

Lake Wales Medical Center	Adventist Health System	Lake Wales, FL		160	September 1, 2019
Heart of Florida Regional Medical Center	Adventist Health System	Davenport, FL		193	September 1, 2019
College Station Medical Center	St. Joseph Regional Health Center	College Station, TX		167	August 1, 2019
Tennova Healthcare - Lebanon	Vanderbilt University Medical Center	Lebanon, TN		245	August 1, 2019
Chester Regional Medical Center	Medical University Hospital Authority	Chester, SC		82	March 1, 2019
Carolinas Hospital System - Florence	Medical University Hospital Authority	Florence, SC		396	March 1, 2019
Springs Memorial Hospital	Medical University Hospital Authority	Lancaster, SC		225	March 1, 2019
Carolinas Hospital System - Marion	Medical University Hospital Authority	Mullins, SC		124	March 1, 2019
Memorial Hospital of Salem County	Community Healthcare Associates, LLC	Salem, NJ		126	January 31, 2019
Mary Black Health System - Spartanburg	Spartanburg Regional Healthcare System	Spartanburg, SC		207	January 1, 2019
Mary Black Health System - Gaffney	Spartanburg Regional Healthcare System	Gaffney, SC		125	January 1, 2019

2018 Divestitures:

Sparks Regional Medical Center	Baptist Health	Fort Smith, AR		492	November 1, 2018
Sparks Medical Center - Van Buren	Baptist Health	Van Buren, AR		103	November 1, 2018
AllianceHealth Deaconess	INTEGRIS Health	Oklahoma City, OK		238	October 1, 2018
Munroe Regional Medical Center	Adventist Health System	Ocala, FL		425	August 1, 2018
Tennova Healthcare - Dyersburg Regional	West Tennessee Healthcare	Dyersburg, TN		225	June 1, 2018
Tennova Healthcare - Regional Jackson	West Tennessee Healthcare	Jackson, TN		150	June 1, 2018
Tennova Healthcare - Volunteer Martin	West Tennessee Healthcare	Martin, TN		100	June 1, 2018
Williamson Memorial Hospital	Mingo Health Partners, LLC	Williamson, WV		76	June 1, 2018
Byrd Regional Hospital	Allegiance Health Management	Leesville, LA		60	June 1, 2018
Tennova Healthcare - Jamestown	Rennova Health, Inc.	Jamestown, TN		85	June 1, 2018
Bayfront Health Dade City	Adventist Health System	Dade City, FL		120	April 1, 2018

A discontinued operation in U.S. GAAP 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. The divestitures above do not meet the criteria for reporting as discontinued operations and are included in continuing operations for the nine months ended September 30, 2019 and 2018.

The following table discloses amounts included in the condensed consolidated balance sheet for the hospitals classified as held for sale as of September 30, 2019 and December 31, 2018 (in millions):


	September 30, 2019		December 31, 2018
Other current assets	$	5	$	21
Other assets, net		8		154
Accrued liabilities		6		44

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Other Hospital Closures

During the three months ended December 31, 2018, the Company completed the planned closure of Tennova – Physicians Regional Medical Center in Knoxville, Tennessee and Tennova – Lakeway Regional Medical Center in Morristown, Tennessee. The Company recorded an impairment charge of approximately $9 million during the nine months ended September 30, 2019 to further adjust the fair value of the supplies, inventory and long-lived assets of these hospitals, including property and equipment and capitalized software costs, based on the Company’s updated evaluation of their estimated fair value and future utilization and consideration of costs to dispose of such assets.

6.	INCOME TAXES

The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was approximately $1 million as of September 30, 2019. A total of approximately $1 million of interest and penalties is included in the amount of the liability for uncertain tax positions at September 30, 2019. 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.

The Company’s federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to the Company’s consolidated results of operations or consolidated financial position. The Company’s federal income tax returns for the 2014 and 2015 tax years remain 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 December 31, 2020 for Community Health Systems, Inc. for the tax periods ended December 31, 2014 and 2015.

The Company’s effective tax rates were 102.8% and (51.0)% for the three months ended September 30, 2019 and 2018, respectively, and 22.5% and (16.7)% for the nine months ended September 30, 2019 and 2018, respectively. The difference in the Company’s effective tax rate for the three and nine months ended September 30, 2019, when compared to the three and nine months ended September 30, 2018, was primarily due to discrete tax benefits for (i) a reduction in the valuation allowance recognized on IRC Section 163(j) interest carryforwards and (ii) tax credits claimed in lieu of deductions for a portion of the payments made under the final global resolution and settlement of certain Health Management Associates, Inc. (“HMA”) legal proceedings entered into with the U.S. Department of Justice during the three months ended September 30, 2018.

Cash paid for income taxes, net of refunds received, resulted in a net payment of less than $1 million and a net refund of $8 million during the three months ended September 30, 2019 and 2018, respectively, and a net refund of $3 million and $17 million during the nine months ended September 30, 2019 and 2018, respectively.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

7.	GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2019 are as follows (in millions):


Balance, as of December 31, 2018
Goodwill	$	7,373
Accumulated impairment losses		(2,814)

		4,559


Goodwill acquired as part of acquisitions during current year		4
Goodwill allocated to hospitals held for sale		(68)


Balance, as of September 30, 2019
Goodwill		7,309
Accumulated impairment losses		(2,814)

	$	4,495

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 operating segments meet the criteria to be classified as reporting units. At September 30, 2019, the Company had approximately $4.5 billion of goodwill recorded.

Goodwill is evaluated for impairment annually 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. During 2017, the Company early adopted ASU 2017-04, which allows a company to record a goodwill impairment when the reporting unit’s carrying value exceeds the fair value determined in step one. The Company performed its annual goodwill impairment evaluation during the fourth quarter of 2018 using the October 31, 2018 measurement date, which evaluation indicated no impairment. The next annual goodwill evaluation will be performed during the fourth quarter of 2019 with an October 31, 2019 measurement date.

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.

While no impairment was indicated in the Company’s most recent annual goodwill evaluation as of the October 31, 2018 measurement date, the reduction in the Company’s fair value and the resulting goodwill impairment charges recorded in 2016 and 2017 reduced the carrying value of the Company’s hospital operations reporting unit to an amount equal to its estimated fair value. This 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, higher market interest rates or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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, 2019. The gross carrying amount of the Company’s other intangible assets subject to amortization was $1 million at both September 30, 2019 and December 31, 2018, and the net carrying amount was less than $1 million at both September 30, 2019 and December 31, 2018. The carrying amount of the Company’s other intangible assets not subject to amortization was $64 million and $67 million at September 30, 2019 and December 31, 2018, 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 two years. There are no expected residual values related to these intangible assets. Amortization expense on these intangible assets was less than $1 million and $1 million for the three months ended September 30, 2019 and 2018, respectively, and less than $1 million and $2 million for the nine months ended September 30, 2019 and 2018, respectively. Amortization expense on intangible assets is estimated to be less than $1 million for the remainder of 2019 and in 2020 through 2022.

The gross carrying amount of capitalized software for internal use was approximately $1.2 billion at both September 30, 2019 and December 31, 2018, and the net carrying amount was approximately $360 million and $355 million at September 30, 2019 and December 31, 2018, 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, 2019, there was approximately $42 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 $30 million and $35 million during the three months ended September 30, 2019 and 2018, respectively, and $91 million and $105 million during the nine months ended September 30, 2019 and 2018, respectively. Amortization expense on capitalized internal-use software is estimated to be $30 million for the remainder of 2019, $119 million in 2020, $95 million in 2021, $58 million in 2022, $29 million in 2023, $20 million in 2024 and $9 million thereafter.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

8.	EARNINGS PER SHARE

The following table sets forth the components of the denominator for the computation of basic and diluted loss per share attributable to Community Health Systems, Inc. common stockholders:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Weighted-average number of shares outstanding — basic		113,891,721		112,865,482		113,672,798		112,667,077
Effect of dilutive securities:
Restricted stock awards		-		-		-		-
Employee stock options		-		-		-		-
Other equity-based awards		-		-		-		-

Weighted-average number of shares outstanding — diluted		113,891,721		112,865,482		113,672,798		112,667,077

The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the three and nine-month periods ended September 30, 2019 and 2018, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income, the effect of restricted stock awards on the diluted shares calculation would have been an increase of 69,042 shares and 4,001 shares during the three months ended September 30, 2019 and 2018, respectively, and 52,925 shares and 41,705 shares during the nine months ended September 30, 2019 and 2018, respectively.

Three Months Ended

Nine Months Ended

September 30,

2019

2018

2019

2018

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

Employee stock options and restricted stock awards

3,916,277

3,474,782

3,911,242

2,395,881

9.	STOCKHOLDERS’ DEFICIT

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, 2019, 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.

The Company is a holding company which operates through its subsidiaries. The Company’s Credit Facility and the indentures governing each series of its outstanding 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 $100 million in the aggregate. The indentures governing each series of the Company’s outstanding 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. As of September 30, 2019, under the most restrictive test in these agreements (and subject to certain exceptions), the Company has approximately $100 million available with which to pay permitted dividends and/or repurchase shares of stock or make other restricted payments.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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 as of September 30, 2019, and during each of the three-month periods following December 31, 2018 (in millions):


			Community Health Systems, Inc. Stockholders
	Redeemable Noncontrolling Interest		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Stockholders’ Deficit
Balance, December 31, 2018	$	504	$	1	$	2,017	$	(10)	$	(3,543)	$	72	$	(1,463)
Comprehensive income (loss)		9		-		-		-		(118)		8		(110)
Contributions from noncontrolling interests		1		-		-		-		-		-		-
Distributions to noncontrolling interests		(19)		-		-		-		-		(8)		(8)
Purchase of subsidiary shares from noncontrolling interests		(1)		-		-		-		-		-		-
Other reclassifications of noncontrolling interests		(1)		-		-		-		-		1		1
Adjustment to redemption value of redeemable noncontrolling interests		12		-		(12)		-		-		-		(12)
Cancellation of restricted stock for tax withholdings on vested shares		-		-		(1)		-		-		-		(1)
Share-based compensation		-		-		3		-		-		-		3

Balance, March 31, 2019		505		1		2,007		(10)		(3,661)		73		(1,590)
Comprehensive income (loss)		14		-		-		2		(167)		8		(157)
Contributions from noncontrolling interests		1		-		-		-		-		-		-
Distributions to noncontrolling interests		(22)		-		-		-		-		(8)		(8)
Purchase of subsidiary shares from noncontrolling interests		-		-		(1)		-		-		-		(1)
Other reclassifications of noncontrolling interests		(1)		-		(1)		-		-		1		-
Adjustment to redemption value of redeemable noncontrolling interests		6		-		(6)		-		-		-		(6)
Share-based compensation		-		-		3		-		-		-		3

Balance, June 30, 2019		503		1		2,002		(8)		(3,828)		74		(1,759)
Comprehensive income (loss)		11		-		-		-		(17)		8		(9)
Contributions from noncontrolling interests		1		-		-		-		-		7		7
Distributions to noncontrolling interests		(14)		-		-		-		-		(7)		(7)
Purchase of subsidiary shares from noncontrolling interests		(6)		-		2		-		-		1		3
Other reclassifications of noncontrolling interests		-		-		1		-		-		-		1
Adjustment to redemption value of redeemable noncontrolling interests		3		-		(3)		-		-		-		(3)
Share-based compensation		-		-		2		-		-		-		2

Balance, September 30, 2019	$	498	$	1	$	2,004	$	(8)	$	(3,845)	$	83	$	(1,765)

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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 as of September 30, 2018, and during each of the three-month periods following December 31, 2017 (in millions):


			Community Health Systems, Inc. Stockholders
	Redeemable Noncontrolling Interest		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Stockholders’ Deficit
Balance, December 31, 2017	$	527	$	1	$	2,014	$	(21)	$	(2,761)	$	75	$	(692)
Comprehensive income (loss)		13		-		-		17		(25)		6		(2)
Adoption of new accounting standards		-		-		-		(12)		12		-		-
Distributions to noncontrolling interests		(17)		-		-		-		-		(6)		(6)
Purchase of subsidiary shares from noncontrolling interests		(1)		-		(2)		-		-		-		(2)
Other reclassifications of noncontrolling interests		1		-		-		-		-		(1)		(1)
Cancellation of restricted stock for tax withholdings on vested shares		-		-		(2)		-		-		-		(2)
Share-based compensation		-		-		4		-		-		-		4

Balance, March 31, 2018		523		1		2,014		(16)		(2,774)		74		(701)
Comprehensive income (loss)		8		-		-		7		(110)		10		(93)
Contributions from noncontrolling interests		-		-		-		-		-		1		1
Distributions to noncontrolling interests		(20)		-		-		-		-		(9)		(9)
Purchase of subsidiary shares from noncontrolling interests		(1)		-		(1)		-		-		(1)		(2)
Other reclassifications of noncontrolling interests		(1)		-		-		-		-		1		1
Adjustment to redemption value of redeemable noncontrolling interests		5		-		(5)		-		-		-		(5)
Cancellation of restricted stock for tax withholdings on vested shares		-		-		2		-		-		-		2
Share-based compensation		-		-		3		-		-		-		3

Balance, June 30, 2018		514		1		2,013		(9)		(2,884)		76		(803)
Comprehensive income (loss)		11		-		-		1		(325)		7		(317)
Contributions from noncontrolling interests		-		-		-		-		-		1		1
Distributions to noncontrolling interests		(16)		-		-		-		-		(6)		(6)
Purchase of subsidiary shares from noncontrolling interests		(22)		-		(2)		-		-		(2)		(4)
Other reclassifications of noncontrolling interests		1		-		-		-		-		(1)		(1)
Noncontrolling interests in acquired entity		6		-		-		-		-		-		-
Adjustment to redemption value of redeemable noncontrolling interests		1		-		(1)		-		-		-		(1)
Cancellation of restricted stock for tax withholdings on vested shares		-		-		(2)		-		-		-		(2)
Share-based compensation		-		-		3		-		-		-		3

Balance, September 30, 2018	$	495	$	1	$	2,011	$	(8)	$	(3,209)	$	75	$	(1,130)

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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’ deficit (in millions):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net loss attributable to Community Health Systems, Inc. stockholders	$	(17)	$	(325)	$	(302)	$	(460)
Transfers to the noncontrolling interests:
Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests		2		(2)		1		(5)

Net transfers to the noncontrolling interests		2		(2)		1		(5)

Change to Community Health Systems, Inc. stockholders’ deficit from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests	$	(15)	$	(327)	$	(301)	$	(465)

10.

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,
	2019		2018
Credit Facility:
Term H Loan	$	-	$	1,622
Revolving Credit Facility		-		-
8% Senior Notes due 2019		155		155
7¹⁄₈% Senior Notes due 2020		121		121
5¹⁄₈% Senior Secured Notes due 2021		1,000		1,000
6⁷⁄₈% Senior Notes due 2022		2,632		2,632
6¹⁄₄% Senior Secured Notes due 2023		3,100		3,100
8⁵⁄₈% Senior Secured Notes due 2024		1,033		1,033
8% Senior Secured Notes due 2026		1,601		-
Junior-Priority Secured Notes due 2023		1,770		1,770
8¹⁄₈% Junior-Priority Secured Notes due 2024		1,355		1,355
ABL Facility		673		698
Finance lease and financing obligations		279		231
Other		36		43
Less: Unamortized deferred debt issuance costs and note premium		(151)		(164)

Total debt		13,604		13,596
Less: Current maturities		(318)		(204)

Total long-term debt	$	13,286	$	13,392

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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 (the “Credit Facility”), which at December 31, 2018 included (i) a revolving credit facility with commitments through January 27, 2021 of $425 million (the “Revolving Facility”), and (ii) a Term H facility due 2021 (the “Term H Facility). The Revolving Facility includes a subfacility for letters of credit.

The loans under the Credit Facility bore 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 NYFRB 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 is subject to adjustment determined by reference to a leverage-based pricing grid. Based on the Company’s current leverage, loans in respect of the Revolving Facility currently accrue interest at a rate per annum equal to LIBOR plus 2.75%, in the case of LIBOR borrowings, and Alternate Base Rate plus 1.75%, in the case of Alternate Base Rate borrowings. Prior to the refinancing discussed below, the Term H Loan accrued interest at a rate per annum equal to LIBOR plus 3.25%, in the case of LIBOR borrowings, and Alternate Base Rate plus 2.25%, in the case of Alternate Base Rate borrowings. The Term H Loan was subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor.

The term loan facility was required to 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 (as further described below), (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) 75%, subject to reduction to a lower percentage based on the Company’s first lien net leverage ratio (as defined in the Credit Facility generally as the ratio of first lien net debt on the date of determination to the Company’s consolidated 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 were permitted in whole or in part, without any premium or penalty, subject to minimum prepayment or reduction requirements. There were no scheduled principal amortization payments on the Term H Facility after December 31, 2018.

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, and subject to the ABL Facility. Such assets constitute substantially the same assets, subject to certain exceptions, that secure (i) on a first lien basis CHS’ obligations under the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes (in each case, as defined below) and (ii) on a junior-priority basis the 2023 Junior-Priority Notes and the 2024 Junior-Priority Notes (in each case, as defined below).

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.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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 first lien net debt to consolidated EBITDA leverage ratio) and various affirmative covenants. Under the Credit Facility, the first lien net debt to consolidated EBITDA ratio is calculated as the ratio of total first lien debt, less unrestricted cash and cash equivalents, to consolidated EBITDA, as defined in the Credit Facility. 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, 2019, the first lien net debt to consolidated EBITDA ratio financial covenant under the Credit Facility limited the ratio of first lien net debt to consolidated EBITDA, as defined, to less than or equal to 5.25 to 1.00. The Company was in compliance with all such covenants at September 30, 2019, with a first lien net debt to consolidated EBITDA ratio of approximately 5.02 to 1.00.

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, (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, 2019, the availability for additional borrowings under the Credit Facility, subject to certain limitations as set forth in the Credit Facility, was approximately $385 million pursuant to the Revolving Facility, of which no borrowings were outstanding. As of September 30, 2019, the Company had letters of credit issued, primarily in support of potential insurance-related claims and certain bonds, of approximately $145 million. 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 $500 million. As of September 30, 2019, the weighted-average interest rate under the Credit Facility, excluding swaps, was 6.3%.

On February 15, 2019, the Company and CHS entered into Amendment No. 1 (the “Agreement”), among the Company, CHS, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, to the Credit Facility. The Credit Facility was amended by the Agreement, with requisite covenant lender approval, to amend the first lien net debt to EBITDA ratio financial covenant and to reduce the extended revolving credit commitments to $385 million. The amended financial covenant provides for a maximum first lien net debt to EBITDA ratio of 5.00 to 1.00 from July 1, 2018 through December 31, 2018, 5.25 to 1.00 from January 1, 2019 through December 31, 2019, 5.00 to 1.00 from January 1, 2020 through June 30, 2020, 4.50 to 1.00 from July 1, 2020 through September 30, 2020, and 4.25 to 1.00 thereafter. In addition, CHS agreed pursuant to the Agreement to further restrict its ability to make restricted payments. The revolving credit commitments will terminate on January 27, 2021. The amended Credit Facility includes a 91-day springing maturity date applicable if more than $250 million in the aggregate principal amount of the Company’s 8% Senior Notes, 7¹/₈% Senior Notes, Term H Facility or refinancings thereof are scheduled to mature or similarly become due within 91 days of such date.

On March 6, 2019, CHS completed a private offering of $1.601 billion aggregate principal amount of 8% Senior Secured Notes due March 15, 2026 (the “8% Senior Secured Notes”). The terms of the 8% Senior Secured Notes are discussed below. Using the proceeds from the offering, the Company repaid the outstanding balance owed under the Term H Loan and paid fees and expenses related to the offering.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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 November 15, 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 8⁷⁄₈% 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 8⁷⁄₈% 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 par, 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).

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.

On June 22, 2018, CHS issued approximately $1.770 billion aggregate principal amount of new Junior-Priority Secured Notes due June 30, 2023 (the “2023 Junior-Priority Notes”) in exchange for the same amount of 8% Senior Notes. The terms of the 2023 Junior-Priority Notes are described below. Following this exchange, CHS had $155 million aggregate principal amount of 8% Senior Notes outstanding.

7¹⁄₈% Senior Notes due 2020

On July 18, 2012, CHS completed a public offering of 7¹⁄₈% Senior Notes due July 15, 2020 (the “7¹⁄₈% 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 8⁷⁄₈% 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 7¹⁄₈% Senior Notes bear interest at 7.125% per annum, payable semiannually in arrears on July 15 and January 15. Interest on the 7¹⁄₈% 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 7¹⁄₈% Senior Notes upon not less than 30 nor more than 60 days’ notice at par, 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).

On June 22, 2018, CHS issued approximately $1.079 billion aggregate principal amount of new Junior-Priority Secured Notes due June 30, 2024 (the “2024 Junior-Priority Notes”) in exchange for the same amount of 7¹⁄₈% Senior Notes. The terms of the 2024 Junior-Priority Notes are described below. Following this exchange, CHS had $121 million aggregate principal amount of 7¹⁄₈% Senior Notes outstanding.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

5¹⁄₈% Senior Secured Notes due 2021

On January 27, 2014, CHS completed a private offering of $1.0 billion aggregate principal amount of 5¹⁄₈% Senior Secured Notes due August 1, 2021 (the “5¹⁄₈% Senior Secured Notes”). The net proceeds from this issuance were used to finance the Company’s acquisition by merger of HMA. The 5¹⁄₈% Senior Secured Notes bear interest at 5.125% per annum, payable semiannually in arrears on February 1 and August 1. Interest on the 5¹⁄₈% 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 5¹⁄₈% Senior Secured Notes and the related guarantees are secured by (i) first-priority liens on the collateral (the “Non-ABL Priority Collateral”) that also secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 6¹⁄₄% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes and (ii) second-priority liens on the collateral (the “ABL-Priority Collateral”) that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Credit Facility and the 6¹⁄₄% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 5¹⁄₈% Senior Secured Notes.

CHS is entitled, at its option, to redeem all or a portion of the 5¹⁄₈% 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, 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 5¹⁄₈% Senior Secured Notes, as a result of an exchange offer made by CHS, all of the 5¹⁄₈% 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 5¹⁄₈% Senior Secured Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 5¹⁄₈% Senior Secured Notes shall be deemed to be the 2021 Exchange Notes unless the context provides otherwise.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

6⁷⁄₈% Senior Notes due 2022

On January 27, 2014, CHS completed a private offering of $3.0 billion aggregate principal amount of 6⁷⁄₈% Senior Notes due February 1, 2022 (the “6⁷⁄₈% Senior Notes”). The net proceeds from this issuance were used to finance the HMA merger. The 6⁷⁄₈% Senior Notes bear interest at 6.875% per annum, payable semiannually in arrears on February 1 and August 1. Interest on the 6⁷⁄₈% 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 6⁷⁄₈% 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
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 6⁷⁄₈% Senior Notes, as a result of an exchange offer made by CHS, all of the 6⁷⁄₈% Senior Notes issued in January 2014 were exchanged in October 2014 for new notes (the “6⁷⁄₈% Exchange Notes”) having terms substantially identical in all material respects to the 6⁷⁄₈% Senior Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 6⁷⁄₈% Senior Notes shall be deemed to be the 6⁷⁄₈% Exchange Notes unless the context provides otherwise.

On June 22, 2018, CHS issued approximately $276 million aggregate principal amount of the 2024 Junior-Priority Notes in exchange for approximately $368 million of 6⁷⁄₈% Senior Notes. Following this exchange, CHS had $2.632 billion aggregate principal amount of 6⁷⁄₈% Senior Notes outstanding.

6¹⁄₄% Senior Secured Notes due 2023

On March 16, 2017, CHS completed a public offering of $2.2 billion aggregate principal amount of 6¹⁄₄% Senior Secured Notes due March 31, 2023 (the “6¹⁄₄% 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 6¹⁄₄% Senior Secured Notes, increasing the total aggregate principal amount of 6¹⁄₄% 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 6¹⁄₄% Senior Secured Notes issued on March 16, 2017. The 6¹⁄₄% Senior Secured Notes bear interest at 6.250% per annum, payable semiannually in arrears on March 31 and September 30. Interest on the 6¹⁄₄% 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 6¹⁄₄% Senior Secured Notes and the related guarantees are secured by (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5¹⁄₈% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes and (ii) second-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Credit Facility and the 5¹⁄₈% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 6¹⁄₄% Senior Secured Notes.

CHS is entitled, at its option, to redeem all or a portion of the 6¹⁄₄% 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 6¹⁄₄% Senior Secured Notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 6¹⁄₄% Senior Secured Notes. In addition, CHS may redeem up to 40% of the aggregate principal amount of the 6¹⁄₄% 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 6¹⁄₄% Senior Secured Notes redeemed, plus accrued and unpaid interest, if any.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

CHS may redeem some or all of the 6¹⁄₄% 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 %

Junior-Priority Secured Notes due 2023

On June 22, 2018, CHS completed a private offering of $1.770 billion aggregate principal amount of the 2023 Junior-Priority Notes in exchange for the same amount of 8% Senior Notes. The 2023 Junior-Priority Notes bear interest at (i) 11% per annum from June 22, 2018 to, but excluding, June 22, 2019 and (ii) 9⁷⁄₈% per annum from June 22, 2019 until maturity, payable semiannually in arrears on June 30 and December 31.

The 2023 Junior-Priority Notes and the related guarantees are secured by (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes and (ii) third-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Credit Facility, the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 2023 Junior-Priority Notes.

Prior to June 30, 2020, CHS may redeem some or all of the 2023 Junior-Priority 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 2023 Junior-Priority Notes. In addition, at any time prior to June 30, 2020, CHS may redeem up to 40% of the aggregate principal amount of the 2023 Junior-Priority Notes with the proceeds of certain equity offerings at 109.875%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

After June 30, 2020, CHS is entitled, at its option, to redeem all or a portion of the 2023 Junior-Priority Notes upon not less than 15 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
June 30, 2020 to June 29, 2021		107.406 %
June 30, 2021 to June 29, 2022		103.703 %
June 30, 2022 to June 29, 2023		100.000 %

8¹⁄₈% Junior-Priority Secured Notes due 2024

On June 22, 2018, CHS completed a private offering of $1.355 billion aggregate principal amount of the 2024 Junior-Priority Notes in exchange for approximately $1.079 billion of 7¹⁄₈% Senior Notes and approximately $368 million of 6⁷⁄₈% Senior Notes. The 2024 Junior-Priority Notes bear interest at a rate of 8¹⁄₈% per annum, payable semiannually in arrears on June 30 and December 31.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

The 2024 Junior-Priority Notes and the related guarantees are secured by (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes and (ii) third-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Credit Facility, the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes, the 8⁵⁄₈% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 2024 Junior-Priority Notes.

Prior to June 30, 2021, CHS may redeem some or all of the 2024 Junior-Priority 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 2024 Junior-Priority Notes. In addition, at any time prior to June 30, 2021, CHS may redeem up to 40% of the aggregate principal amount of the 2024 Junior-Priority Notes with the proceeds of certain equity offerings at 108.125%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

After June 30, 2021, CHS is entitled, at its option, to redeem all or a portion of the 2024 Junior-Priority Notes upon not less than 15 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
June 30, 2021 to June 29, 2022		104.063 %
June 30, 2022 to June 29, 2023		102.031 %
June 30, 2023 to June 29, 2024		100.000 %

The indentures governing each of the 2023 Junior-Priority Notes and 2024 Junior-Priority Notes also prohibit CHS from purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring any outstanding 8% Senior Notes and 7¹⁄₈% Senior Notes with: (a) cash or cash equivalents on hand as of the consummation of the exchange offers; (b) cash generated from operations; (c) proceeds from assets sales; or (d) proceeds from the issuance of, or in exchange for, secured debt, in each case, prior to the date that is 60 days prior to the relevant maturity dates of such 8% Senior Notes and 7¹⁄₈% Senior Notes, as applicable.

8⁵⁄₈% Senior Secured Notes due 2024

On July 6, 2018, CHS completed a private offering of $1.033 billion aggregate principal amount of 8⁵⁄₈% Senior Secured Notes due January 15, 2024 (the “8⁵⁄₈% Senior Secured Notes”). The terms of the 8⁵⁄₈% Senior Secured Notes are governed by an indenture, dated as of July 6, 2018, among CHS, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee and Credit Suisse AG, as collateral agent. The 8⁵⁄₈% Senior Secured Notes bear interest at a rate of 8⁵⁄₈% per year payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2019. The notes are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS’ senior secured credit facilities, CHS’ ABL facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS.

The 8⁵⁄₈% Senior Secured Notes and the related guarantees are secured by (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes and the 8% Senior Secured Notes and (ii) second-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Credit Facility and the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 8⁵⁄₈% Senior Secured Notes.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Prior to January 15, 2021, CHS may redeem some or all of the 8⁵⁄₈% Senior Secured 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 8⁵⁄₈% Senior Secured Notes. In addition, at any time prior to January 15, 2021, CHS may redeem up to 40% of the aggregate principal amount of the 8⁵⁄₈% Senior Secured Notes with the proceeds of certain equity offerings at 108.625%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

After January 15, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⁵⁄₈% Senior Secured Notes upon not less than 15 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
January 15, 2021 to January 14, 2022		104.313 %
January 15, 2022 to January 14, 2023		102.156 %
January 15, 2023 to January 14, 2024		100.000 %

8% Senior Secured Notes due 2026

On March 6, 2019, CHS completed a private offering of $1.601 billion aggregate principal amount of the 8% Senior Secured Notes. The terms of the 8% Senior Secured Notes are governed by an indenture, dated as of March 6, 2019, among CHS, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee and Credit Suisse AG, as collateral agent. The 8% Senior Secured Notes bear interest at a rate of 8% per year payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2019. The notes are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS’ senior secured credit facilities, CHS’ ABL facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS.

The 8% Senior Secured Notes and the related guarantees are secured by (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes, and the 8⁵⁄₈% Senior Secured Notes and (ii) second-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Credit Facility and the 5¹⁄₈% Senior Secured Notes, the 6¹⁄₄% Senior Secured Notes, and the 8⁵⁄₈% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 8% Senior Secured Notes.

Prior to March 15, 2022, CHS may redeem some or all of the 8% Senior Secured 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 8% Senior Secured Notes. In addition, at any time prior to March 15, 2022, CHS may redeem up to 40% of the aggregate principal amount of the 8% Senior Secured Notes with the proceeds of certain equity offerings at 108.000%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

After March 15, 2022, CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Secured Notes upon not less than 15 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 15, 2022 to March 14, 2023		104.000 %
March 15, 2023 to March 14, 2024		102.000 %
March 15, 2024 to March 14, 2026		100.000 %

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

ABL Facility

On April 3, 2018, the Company and CHS entered into an asset-based loan (ABL) credit agreement (the “ABL Credit Agreement”) (as further described below), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other agents party thereto. Pursuant to the ABL Credit Agreement, the lenders have extended to CHS a revolving asset-based loan facility (the “ABL Facility”) in the maximum aggregate principal amount of $1.0 billion, subject to borrowing base capacity. The ABL facility includes borrowing capacity available for letters of credit of $50 million. CHS and all domestic subsidiaries of CHS that guarantee CHS’ other outstanding senior and senior secured indebtedness guarantee the obligations of CHS under the ABL Facility. In conjunction with the closing of the ABL Facility, the wholly-owned special-purpose entity that owned the Receivables pledged under the previous Receivables Facility became a subsidiary guarantor under the Credit Facility and CHS’ outstanding notes. Subject to certain exceptions, all obligations under the ABL Facility and the related guarantees are secured by a perfected first-priority security interest in substantially all of the Receivables, deposit, collection and other accounts and contract rights, books, records and other instruments related to the foregoing of the Company, CHS and the guarantors as well as a perfected junior-priority security interest in substantially all of the other assets of the Company, CHS and the guarantors, subject to customary exceptions and intercreditor arrangements. The revolving credit commitments under the Credit Facility were reduced to $425 million upon the effectiveness of the ABL Facility. In connection with entering into the ABL Credit Agreement and the ABL Facility, the Company repaid in full and terminated its Receivables Facility. At September 30, 2019, the available borrowing base under the ABL Facility was $854 million, of which the Company had outstanding borrowings of $673 million.

Borrowings under the ABL Facility bear interest at a rate per annum equal to an applicable percentage, plus, at the Borrower’s option, either (a) an Alternative base rate or (b) a LIBOR rate. From and after December 31, 2018, the applicable percentage under the ABL Facility will be determined based on excess availability as a percentage of the maximum commitment amount under the ABL facility at a rate per annum of 1.25%, 1.50% and 1.75% for loans based on the Alternative base rate and 2.25%, 2.50% and 2.75% for loans based on the LIBOR rate. From and after September 30, 2018, the applicable commitment fee rate under the ABL Facility is determined based on average utilization as a percentage of the maximum commitment amount under the ABL Facility at a rate per annum of either 0.50% or 0.625% times the unused portion of the ABL facility.

Principal amounts outstanding under the ABL Facility will be due and payable in full on April 3, 2023. The ABL Facility includes a 91-day springing maturity applicable if more than $250 million in the aggregate principal amount of the Borrower’s 8% Senior Notes due 2019, Term G loans due 2019, 7.125% Senior Notes due 2020, Term H loans due 2021, 5.125% Senior Secured Notes due 2021, 6.875% Senior Notes due 2022 or 6.25% Senior Secured Notes due 2023 or refinancings thereof are scheduled to mature or similarly become due on a date prior to April 3, 2023.

The ABL Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s 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) engage in mergers, acquisitions and asset sales, (7) conduct transactions with affiliates, (8) alter the nature of the Company’s, CHS’ or the guarantors’ businesses, (9) grant certain guarantees with respect to physician practices, (10) engage in sale and leaseback transactions or (11) change the Company’s fiscal year. The Company is also required to comply with a consolidated fixed coverage ratio, upon certain triggering events described below, and various affirmative covenants. The consolidated fixed coverage ratio is calculated as the ratio of (x) consolidated EBITDA (as defined in the ABL Facility) less capital expenditures to (y) the sum of consolidated interest expense (as defined in the ABL Facility), scheduled principal payments, income taxes and restricted payments made in cash or in permitted investments. For purposes of calculating the consolidated fixed charge coverage ratio, the calculation of consolidated EBITDA as defined in the ABL Facility is a trailing 12-month calculation that begins with consolidated net income attributable to Holdings, with certain 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. The consolidated fixed charge coverage ratio is a required covenant only in periods where the total borrowings outstanding under the ABL Facility reduce the amount available in the facility to less than the greater of (i) $95 million and (ii) 10% of the calculated borrowing base. At September 30, 2019, the Company is not subject to the consolidated fixed charge coverage ratio as such triggering event had not occurred during the last twelve months ended September 30, 2019.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Events of default under the ABL Facility include, but are not limited to, (1) CHS’ failure to pay principal, interest, fees or other amounts under the ABL 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 and applicable grace periods, (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 ABL Agent or lenders under the ABL Facility.

Receivables Facility

Prior to the effectiveness of the ABL Facility described above, CHS, through certain of its subsidiaries, participated in 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. Patient-related accounts receivable (the “Receivables”) for certain affiliated hospitals served as collateral for the outstanding borrowings under the Receivables Facility. The interest rate on the borrowings was based on the commercial paper rate plus an applicable interest rate spread. The Receivables Facility was repaid in full and terminated upon the effectiveness of the ABL Facility on April 3, 2018.

Loss (Gain) from Early Extinguishment of Debt

The financing and repayment transactions discussed above resulted in a loss from early extinguishment of debt of less than $1 million and $27 million for the three months ended September 30, 2019 and 2018, respectively, and an after-tax loss of $1 million and $21 million for the three months ended September 30, 2019 and 2018, respectively. The financing and repayment transactions discussed above resulted in a loss from early extinguishment of debt of $31 million and a gain from early extinguishment of debt of $32 million for the nine months ended September 30, 2019 and 2018, respectively, and an after-tax loss of $25 million and an after-tax gain of $25 million for the nine months ended September 30, 2019 and 2018, respectively.

Other Debt

As of September 30, 2019, other debt consisted primarily of other obligations maturing in various installments through 2024.

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 one interest swap agreement with a notional amount of approximately $300 million as of September 30, 2019. The Company receives a variable rate of interest on this swap based on the three-month LIBOR in exchange for the payment of a fixed rate of interest. See Note 11 for additional information regarding this swap.

The Company paid interest of $492 million and $151 million on borrowings during the three months ended September 30, 2019 and 2018, respectively, and $810 million and $637 million on borrowings during the nine months ended September 30, 2019 and 2018, respectively.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

11.

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, 2019 and December 31, 2018, 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, 2019				December 31, 2018
	Carrying		Estimated Fair		Carrying		Estimated Fair
	Amount		Value		Amount		Value
Assets:
Cash and cash equivalents	$	157	$	157	$	196	$	196
Investments in equity securities		137		137		137		137
Available-for-sale securities		100		100		93		93
Trading securities		12		12		11		11
Liabilities:
Contingent Value Right		-		-		-		-
Credit Facility		-		-		1,602		1,564
8% Senior Notes due 2019		155		154		155		146
7¹⁄₈% Senior Notes due 2020		121		117		121		100
5¹⁄₈% Senior Secured Notes due 2021		988		1,002		984		934
6⁷⁄₈% Senior Notes due 2022		2,602		1,998		2,593		1,175
6¹⁄₄% Senior Secured Notes due 2023		3,073		3,089		3,067		2,819
8⁵⁄₈% Senior Secured Notes due 2024		1,023		1,072		1,021		1,025
8% Senior Secured Notes due 2026		1,573		1,602		-		-
Junior-Priority Secured Notes due 2023		1,753		1,526		1,750		1,380
8¹⁄₈% Junior-Priority Secured Notes due 2024		1,340		1,088		1,338		976
ABL Facility and other debt		704		704		734		734

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 12. 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).

Investments in equity securities. Estimated fair value is based on closing price as quoted in public markets. Prior to the adoption of ASU 2016-01 on January 1, 2018, such investments were classified as either available-for-sale or trading securities.

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 was 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 due 2019. Estimated fair value is based on the closing market price for these notes.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

7¹⁄₈% Senior Notes due 2020. Estimated fair value is based on the closing market price for these notes.

5¹⁄₈% Senior Secured Notes due 2021. Estimated fair value is based on the closing market price for these notes.

6⁷⁄₈% Senior Notes due 2022. Estimated fair value is based on the closing market price for these notes.

6¹⁄₄% Senior Secured Notes due 2023. Estimated fair value is based on the closing market price for these notes.

8⁵⁄₈% Senior Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes.

8% Senior Secured Notes due 2026. Estimated fair value is based on the closing market price for these notes.

Junior-Priority Secured Notes due 2023. Estimated fair value is based on the closing market price for these notes.

8¹⁄₈% Junior-Priority Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes.

ABL Facility and other debt. The carrying amount of the ABL 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 counterparties to the interest rate swap agreements expose the Company to credit risk in the event of nonperformance by such counterparties. However, at September 30, 2019, the Company does not anticipate nonperformance by these counterparties. The Company does not hold or issue derivative financial instruments for trading purposes.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

At September 30, 2019, the Company had one interest rate swap with a notional amount of approximately $300 million, a fixed interest rate of 2.892%, a termination date of August 30, 2020, and a fair value of approximately $3 million.

The Company is exposed to certain risks relating to its ongoing business operations. The risk managed by using derivative instruments is interest rate risk. Companies are required to recognize all derivative instruments as either assets or liabilities at fair value in the condensed consolidated statement of financial position. 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 components excluded from the assessment of effectiveness are recognized in current earnings.

Assuming no change in interest rates in effect as of September 30, 2019, less than $1 million of interest income resulting from the spread between the fixed and floating rates defined in the interest rate swap agreement will be recognized during the next 12 months.

The following tabular disclosure provides the amount of pre-tax gain (loss) recognized as a component of OCI during the three and nine months ended September 30, 2019 and 2018 (in millions):


	Amount of Pre-Tax Gain (Loss) Recognized in OCI (Effective Portion)
Derivatives in Cash Flow Hedging	Three Months Ended September 30,				Nine Months Ended September 30,
Relationships	2019		2018		2019		2018
Interest rate swaps	$	-	$	2	$	(4)	$	25

The following tabular disclosure provides the location of the effective portion of the pre-tax loss (gain) 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, 2019 and 2018 (in millions):


	Amount of Pre-Tax Loss (Gain) Reclassified from AOCL into Income (Effective Portion)
Location of Loss (Gain) Reclassified from	Three Months Ended September 30,				Nine Months Ended September 30,
AOCL into Income (Effective Portion)	2019		2018		2019		2018
Interest expense, net	$	-	$	1	$	(1)	$	8

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

The fair values of derivative instruments in the condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 were as follows (in millions):

Asset Derivatives

Liability Derivatives

September 30, 2019

December 31, 2018

September 30, 2019

December 31, 2018

Balance

Sheet

Location

Fair Value

Location

Fair Value

Location

Fair Value

Location

Fair Value

Derivatives designated as hedging instruments

Other
assets,
net

Other
long-term
liabilities

12.

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.

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 ended September 30, 2019 or September 30, 2018.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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, 2019 and December 31, 2018 (in millions):


	September 30, 2019		Level 1		Level 2		Level 3
Investments in equity securities	$	137	$	137	$	-	$	-
Available-for-sale securities		100		-		100		-
Trading securities		12		-		12		-
Fair value of interest rate swap agreements		-		-		-		-

Total assets	$	249	$	137	$	112	$	-


Fair value of interest rate swap agreements	$	3	$	-	$	3	$	-

Total liabilities	$	3	$	-	$	3	$	-


	December 31, 2018		Level 1		Level 2		Level 3
Investments in equity securities	$	137	$	137	$	-	$	-
Available-for-sale securities		93		-		93		-
Trading securities		11		-		11		-
Fair value of interest rate swap agreements		3		-		3		-

Total assets	$	244	$	137	$	107	$	-


Contingent Value Right (CVR)	$	-	$	-	$	-	$	-
Fair value of interest rate swap agreements		2		-		2		-

Total liabilities	$	2	$	-	$	2	$	-

Investments in Equity Securities, Available-for-sale Securities and Trading Securities

Investments in equity securities and trading securities classified as Level 1 are measured using quoted market prices. Level 2 available-for-sale securities and trading 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 CVRs represented the estimate of the fair value for the contingent consideration paid to HMA shareholders as part of the HMA merger. The CVRs were listed on the Nasdaq and the valuation of the CVRs was based on the quoted trading price for the CVRs on the last day of the period. Changes in the estimated fair value of the CVRs were recorded through the condensed consolidated statements of loss. In January 2019, the CVRs were terminated and removed from listing with Nasdaq after the determination that no amount was payable under the CVR agreement.

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.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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 had an immaterial effect on the fair value of the related asset or liability at September 30, 2019 and December 31, 2018.

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.

13.

LEASES

The Company utilizes operating and finance leases for the use of certain hospitals, medical office buildings, and medical equipment. All lease agreements generally require the Company to pay maintenance, repairs, property taxes and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. Such costs are not included in the determination of the ROU asset or lease liability. Variable lease cost also includes escalating rent payments that are not fixed at commencement but are based on an index that is determined in future periods over the lease term based on changes in the Consumer Price Index or other measure of cost inflation. Most leases include one or more options to renew the lease at the end of the initial term, with renewal terms that generally extend the lease at the then market rate of rental payment. Certain leases also include an option to buy the underlying asset at or a short time prior to the termination of the lease. All such options are at the Company’s discretion and are evaluated at the commencement of the lease, with only those that are reasonably certain of exercise included in determining the appropriate lease term. The components of lease cost and rent expense for the three and nine months ended September 30, 2019 are as follows (in millions):


	Three Months Ended		Nine Months Ended
Lease Cost	September 30, 2019		September 30, 2019
Operating lease cost:
Operating lease cost	$	49	$	143
Short-term rent expense		28		87
Variable lease cost		3		13
Sublease income		(1)		(3)

Total operating lease cost	$	79	$	240


Finance lease cost:
Amortization of right-of-use assets	$	3	$	9
Interest on finance lease liabilities		2		6

Total finance lease cost	$	5	$	15

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Supplemental balance sheet information related to leases was as follows (in millions):


	Balance Sheet Classification	September 30, 2019
Operating Leases:
Operating Lease ROU Assets	Other assets, net	$	621

Finance Leases:
Finance Lease ROU Assets	Property and equipment		180
Accumulated amortization	Accumulated depreciation and amortization		(59	)
Current finance lease liabilities	Current maturities of long-term debt		7
Long-term finance lease liabilities	Long-term debt		115

Supplemental cash flow and other information related to leases as of and for the nine months ended September 30, 2019 are as follows (dollars in millions):


	Nine Months Ended
Other information	September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	127
Operating cash flows from finance leases		6
Financing cash flows from finance leases		7
Right-of-use assets obtained in exchange for new finance lease liabilities		2
Right-of-use assets obtained in exchange for new operating lease liabilities		86
Weighted-average remaining lease term:
Operating leases		7 years
Finance leases		19 years
Weighted-average discount rate:
Operating leases		9.2	%
Finance leases		5.7	%

On September 19, 2019, the Company completed the sale and leaseback of four medical office buildings for net proceeds of $56 million to Carter Validus Mission Critical REIT II, Inc. The buildings, with a combined total of 285,337 square feet, are located in three states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Based on the Company’s assessment of the control transfer principle in these leased buildings, the transaction did not qualify for sale treatment and the related leases have been recorded as financing obligations in the Company’s condensed consolidated balance sheet at September 30, 2019.

On December 22, 2016, the Company completed the sale and leaseback of ten medical office buildings for net proceeds of $159 million to HCP, Inc. The buildings, with a combined total of 756,183 square feet, are located in five states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Because of the Company’s continuing involvement in these leased buildings, the transaction did not qualify for sale treatment and the related leases have been recorded as financing obligations in the Company’s condensed consolidated balance sheet at December 31, 2018. Upon adoption of ASC 842 on January 1, 2019, the Company reevaluated the classification of these financing arrangements utilizing the new accounting requirements for sale-leasebacks in ASC 842, concluding that these financing arrangements continue to not qualify for sale treatment and therefore should continue to be classified as financing obligations. At September 30, 2019, six of these financing obligations remain outstanding and are included in the table below, with the other four medical office buildings having been divested in conjunction with the sale of the related hospital entity.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Commitments relating to noncancellable operating and finance leases and financing obligations for each of the next five years and thereafter are as follows (in millions):


					Financing
Year Ending December 31,	Operating		Finance		Obligations
2019 (remaining three months)	$	63	$	3	$	4
2020		177		13		11
2021		133		11		12
2022		110		10		12
2023		87		17		12
Thereafter		274		164		236

Total minimum future payments		844		218		287
Less: Imputed interest		(210)		(96)		(130)

Total liabilities		634		122		157
Less: Current portion		(137)		(7)		(2)

Long-term liabilities	$	497	$	115	$	155

As previously disclosed in the Company’s 2018 Form 10-K, which followed the lease accounting in effect prior to adoption of ASC 842, future commitments relating to noncancellable operating and capital leases and financing obligations for the five years and period thereafter as of December 31, 2018 were as follows (in millions):
					Financing
Year Ending December 31,	Operating (1)		Capital		Obligations
2019	$	188	$	12	$	12
2020		157		10		9
2021		121		8		10
2022		98		7		10
2023		79		14		10
Thereafter		234		121		106

Total minimum future payments	$	877		172		157

Less: Imputed interest				(80)		(18)

Total capital lease and financing obligations				92		139
Less: Current portion				(8)		(5)

Long-term capital lease and financing obligations			$	84	$	134

(1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future, which are considered immaterial.

As of September 30, 2019, there were approximately $31 million of assets underlying approved but pending leases that have not yet commenced, primarily for medical equipment.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

14.

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 $2 million for both of the three-month periods ended September 30, 2019 and 2018, and $5 million and $6 million during the nine months ended September 30, 2019 and 2018, respectively. The accrued benefit liability for the SERP totaled $70 million and $66 million at September 30, 2019 and December 31, 2018, 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 nine months ended September 30, 2019 and September 30, 2018 were a discount rate of 4.2% and 3.4%, respectively, and an annual salary increase of 3.0% and 2.0%, respectively. The Company had equity investment securities in a rabbi trust generally designated to pay benefits of the SERP in the amounts of $82 million and $74 million at September 30, 2019 and December 31, 2018, respectively. These amounts are included in other assets, net on the condensed consolidated balance sheets.

During 2018, 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 were paid out of the rabbi trust. As required by the pension accounting rules in U.S. GAAP, the Company recognized a loss of $1 million during the nine months ended September 30, 2018. There was no settlement loss during the nine months ended September 30, 2019.

15.

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.

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 Quorum Health Corporation (“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. 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.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

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. On October 15, 2019, the Administrative Review Board released an order to show cause requiring Becker to file a brief to show cause why the Administrative Review Board should not remand the previous administrative decision for a new hearing before a new law judge. The Company continues to vigorously defend these actions.

Empire Health Foundation v. CHS/Community Health Systems, Inc., CHS Washington Holdings, LLC, Spokane Washington Hospital Company, LLC, Spokane Valley Washington Hospital Company, LLC. This suit was filed in the United States District Court for the Eastern District of Washington on June 12, 2017 by Empire Health Foundation claiming Deaconess and Valley Hospitals failed to abide by charity care obligations allegedly existing in the 2008 Asset Purchase Agreement between Empire Health System and Company affiliates. The court granted in part and denied in part the hospitals’ motion to dismiss on October 11, 2017. All parties filed motions for summary judgment, and the court granted in part and denied in part both parties’ motions on February 27, 2019 and July 9, 2019. The Company settled this matter during the three months ended September 30, 2019. The Company recorded a liability of $22 million at September 30, 2019 based on the settlement of this matter.

The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the nine months ended September 30, 2019, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded.

Summary of Recorded Amounts


	Probable
	Contingencies
Balance as of December 31, 2018	$	19
Expense		26
Reserve for insured claim		(3)
Cash payments		(5)

Balance as of September 30, 2019	$	37

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. 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.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

In the aggregate, attorneys’ fees and other costs incurred but not included in the table above related to probable contingencies, totaled $7 million and less than $1 million for the three month ended September 30, 2019 and 2018, respectively, and $11 million and $2 million for the nine month ended September 30, 2019 and 2018, respectively, 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 was heard on May 3, 2017. On December 13, 2017, the Sixth Circuit reversed the trial court’s dismissal of the case and remanded it to the District Court. The Company filed a renewed partial motion to dismiss on February 9, 2018, which was denied by the District Court on September 24, 2018. The Company also filed a petition for a writ of certiorari to the United States Supreme Court on April 18, 2018 seeking review of the Sixth Circuit’s decision. The United States Supreme Court denied the petition for a writ of certiorari on October 1, 2018. The District Court granted the Plaintiff’s motion for class certification on July 26, 2019. The Company filed a petition for permission to appeal the District Court’s class certification order in the Sixth Circuit Court of Appeals on August 9, 2019, and that petition was denied on October 23, 2019. Trial for this matter is set for December 1, 2020. The Company believes this consolidated matter is without merit and will vigorously defend this case.

16.

SUBSEQUENT EVENTS

On October 1, 2019, one or more subsidiaries of the Company sold Bluefield Regional Medical Center (92 licensed beds) in Bluefield, West Virginia, and its associated operations to a subsidiary of Princeton Community Hospital Association pursuant to the terms of a definitive agreement which was entered into on June 27, 2019. The net proceeds in connection with this disposition were received at a preliminary closing on September 30, 2019.

On October 28, 2019, one or more subsidiaries of the Company entered into a definitive agreement for the sale of Southside Regional Medical Center (300 licensed beds) in Petersburg, Virginia, Southampton Memorial Hospital (105 licensed beds) in Franklin, Virginia and Southern Virginia Regional Medical Center (80 licensed beds) in Emporia, Virginia and their associated assets to Bon Secours Mercy Health System.

On October 29, 2019, the Company announced that CHS intends to commence an offer to exchange all of its $2.632 billion aggregate principal amount of outstanding 6⁷⁄₈% Senior Notes for a combination of (i) $700 million aggregate principal amount of new 8.000% Senior Secured Notes due 2027 and (ii) up to $1.932 billion aggregate principal amount of new 6.875% Senior Unsecured Notes due 2028.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

17.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Senior Notes due 2019, 2020 and 2022, which are senior unsecured obligations of CHS, the 5¹⁄₈% Senior Secured Notes due 2021, and the 6¹⁄₄% 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. In addition, equity interests held by the Company in non-guarantor subsidiaries have been pledged as collateral under the Notes, except for equity interests held in three hospitals owned jointly with a non-profit, health organization. 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’ deficit. 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 ABL Facility and Receivables Facility that are further discussed in Note 10. 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. Amounts for prior periods have been revised to reflect the status of guarantors and non-guarantors as of September 30, 2019.

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Statement of Loss

Three Months Ended September 30, 2019


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

Net operating revenues	$	-	$	1	$	2,061	$	1,184	$	-	$	3,246
Operating costs and expenses:
Salaries and benefits		-		-		768		701		-		1,469
Supplies		-		-		357		169		-		526
Other operating expenses		-		-		576		236		-		812
Government and other legal settlements and related costs		-		-		26		-		-		26
Lease cost and rent		-		-		40		39		-		79
Depreciation and amortization		-		-		96		55		-		151
Impairment and (gain) loss on sale of businesses, net		-		-		(3)		2		-		(1)

Total operating costs and expenses		-		-		1,860		1,202		-		3,062

Income (loss) from operations		-		1		201		(18)		-		184
Interest expense, net		-		157		119		(17)		-		259
Equity in earnings of unconsolidated affiliates		17		(73)		25		-		28		(3)

(Loss) income before income taxes		(17)		(83)		57		(1)		(28)		(72)
(Benefit from) provision for income taxes		-		(66)		(13)		5		-		(74)

Net (loss) income		(17)		(17)		70		(6)		(28)		2
Less: Net income attributable to noncontrolling interests		-		-		-		19		-		19

Net (loss) income attributable to Community Health Systems, Inc. stockholders	$	(17)	$	(17)	$	70	$	(25)	$	(28)	$	(17)

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Statement of Loss

Three Months Ended September 30, 2018


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

Net operating revenues	$	-	$	1	$	2,010	$	1,440	$	-	$	3,451
Operating costs and expenses:
Salaries and benefits		-		-		765		820		-		1,585
Supplies		-		-		343		222		-		565
Other operating expenses		-		-		534		324		-		858
Government and other legal settlements and related costs		-		-		2		-		-		2
Electronic health records incentive reimbursement		-		-		-		(1)		-		(1)
Lease cost and rent		-		-		40		43		-		83
Depreciation and amortization		-		-		105		68		-		173
Impairment and (gain) loss on sale of businesses, net		-		15		34		63		-		112

Total operating costs and expenses		-		15		1,823		1,539		-		3,377

(Loss) income from operations		-		(14)		187		(99)		-		74
Interest expense, net		-		115		129		12		-		256
Loss from early extinguishment of debt		-		27		-		-		-		27
Equity in earnings of unconsolidated affiliates		325		289		(69)		-		(550)		(5)

(Loss) income before income taxes		(325)		(445)		127		(111)		550		(204)
(Benefit from) provision for income taxes		-		(120)		422		(198)		-		104

Net (loss) income		(325)		(325)		(295)		87		550		(308)
Less: Net income attributable to noncontrolling interests		-		-		-		17		-		17

Net (loss) income attributable to Community Health Systems, Inc. stockholders	$	(325)	$	(325)	$	(295)	$	70	$	550	$	(325)

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Statement of Loss

Nine Months Ended September 30, 2019


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

Net operating revenues	$	-	$	45	$	6,231	$	3,649	$	-	$	9,925
Operating costs and expenses:
Salaries and benefits		-		-		2,342		2,157		-		4,499
Supplies		-		-		1,097		526		-		1,623
Other operating expenses		-		-		1,755		761		-		2,516
Government and other legal settlements and related costs		-		-		35		-		-		35
Lease cost and rent		-		-		125		115		-		240
Depreciation and amortization		-		-		288		168		-		456
Impairment and (gain) loss on sale of businesses, net		-		(2)		56		16		-		70

Total operating costs and expenses		-		(2)		5,698		3,743		-		9,439

Income (loss) from operations		-		47		533		(94)		-		486
Interest expense, net		-		453		365		(36)		-		782
Loss from early extinguishment of debt		-		31		-		-		-		31
Equity in earnings of unconsolidated affiliates		302		(45)		146		-		(415)		(12)

(Loss) income before income taxes		(302)		(392)		22		(58)		415		(315)
(Benefit from) provision for income taxes		-		(90)		(8)		27		-		(71)

Net (loss) income		(302)		(302)		30		(85)		415		(244)
Less: Net income attributable to noncontrolling interests		-		-		-		58		-		58

Net (loss) income attributable to Community Health Systems, Inc. stockholders	$	(302)	$	(302)	$	30	$	(143)	$	415	$	(302)

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Statement of Loss

Nine Months Ended September 30, 2018


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

Net operating revenues	$	-	$	(7)	$	6,122	$	4,587	$	-	$	10,702
Operating costs and expenses:
Salaries and benefits		-		-		2,283		2,567		-		4,850
Supplies		-		-		1,071		702		-		1,773
Other operating expenses		-		-		1,589		1,057		-		2,646
Government and other legal settlements and related costs		-		-		9		-		-		9
Electronic health records incentive reimbursement		-		-		(1)		(1)		-		(2)
Lease cost and rent		-		-		125		132		-		257
Depreciation and amortization		-		-		311		220		-		531
Impairment and (gain) loss on sale of businesses, net		-		29		46		239		-		314

Total operating costs and expenses		-		29		5,433		4,916		-		10,378

(Loss) income from operations		-		(36)		689		(329)		-		324
Interest expense, net		-		304		373		43		-		720
(Gain) loss from early extinguishment of debt		-		(33)		1		-		-		(32)
Equity in earnings of unconsolidated affiliates		460		350		215		-		(1,042)		(17)

(Loss) income before income taxes		(460)		(657)		100		(372)		1,042		(347)
(Benefit from) provision for income taxes		-		(197)		463		(208)		-		58

Net loss		(460)		(460)		(363)		(164)		1,042		(405)
Less: Net income attributable to noncontrolling interests		-		-		-		55		-		55

Net loss attributable to Community Health Systems, Inc. stockholders	$	(460)	$	(460)	$	(363)	$	(219)	$	1,042	$	(460)

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, 2019


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

Net (loss) income	$	(17)	$	(17)	$	70	$	(6)	$	(28)	$	2
Other comprehensive (loss) income, net of income taxes:
Net change in fair value of interest rate swaps, net of tax		(1)		(1)		-		-		1		(1)
Net change in fair value of available-for-sale securities, net of tax		1		1		1		-		(2)		1
Amortization and recognition of unrecognized pension cost components, net of tax		-		-		-		-		-		-

Other comprehensive income (loss)		-		-		1		-		(1)		-

Comprehensive (loss) income		(17)		(17)		71		(6)		(29)		2
Less: Comprehensive income attributable to noncontrolling interests		-		-		-		19		-		19

Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders	$	(17)	$	(17)	$	71	$	(25)	$	(29)	$	(17)

Condensed Consolidating Statement of Comprehensive Loss

Three Months Ended September 30, 2018


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

Net (loss) income	$	(325)	$	(325)	$	(295)	$	87	$	550	$	(308)
Other comprehensive income (loss), net of income taxes:
Net change in fair value of interest rate swaps, net of tax		2		2		-		-		(2)		2
Net change in fair value of available-for-sale securities, net of tax		-		-		-		-		-		-
Amortization and recognition of unrecognized pension cost components, net of tax		-		-		-		-		-		-

Other comprehensive income		2		2		-		-		(2)		2

Comprehensive (loss) income		(323)		(323)		(295)		87		548		(306)
Less: Comprehensive income attributable to noncontrolling interests		-		-		-		17		-		17

Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders	$	(323)	$	(323)	$	(295)	$	70	$	548	$	(323)

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, 2019


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

Net (loss) income	$	(302)	$	(302)	$	30	$	(85)	$	415	$	(244)
Other comprehensive (loss) income, net of income taxes:
Net change in fair value of interest rate swaps, net of tax		(3)		(3)		-		-		3		(3)
Net change in fair value of available-for-sale securities, net of tax		5		5		5		-		(10)		5
Amortization and recognition of unrecognized pension cost components, net of tax		-		-		-		-		-		-

Other comprehensive income		2		2		5		-		(7)		2

Comprehensive (loss) income		(300)		(300)		35		(85)		408		(242)
Less: Comprehensive income attributable to noncontrolling interests		-		-		-		58		-		58

Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders	$	(300)	$	(300)	$	35	$	(143)	$	408	$	(300)

Condensed Consolidating Statement of Comprehensive Loss

Nine Months Ended September 30, 2018


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

Net loss	$	(460)	$	(460)	$	(363)	$	(164)	$	1,042	$	(405)
Other comprehensive income (loss), net of income taxes:
Net change in fair value of interest rate swaps, net of tax		26		26		-		-		(26)		26
Net change in fair value of available-for-sale securities, net of tax		(2)		(2)		(2)		-		4		(2)
Amortization and recognition of unrecognized pension cost components, net of tax		1		1		1		-		(2)		1

Other comprehensive income (loss)		25		25		(1)		-		(24)		25

Comprehensive loss		(435)		(435)		(364)		(164)		1,018		(380)
Less: Comprehensive income attributable to noncontrolling interests		-		-		-		55		-		55

Comprehensive loss attributable to Community Health Systems, Inc. stockholders	$	(435)	$	(435)	$	(364)	$	(219)	$	1,018	$	(435)

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Balance Sheet

September 30, 2019


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

ASSETS

Current assets:
Cash and cash equivalents	$	-	$	-	$	92	$	65	$	-	$	157
Patient accounts receivable		-		-		1,839		430		-		2,269
Supplies		-		-		254		122		-		376
Prepaid income taxes		45		-		-		-		-		45
Prepaid expenses and taxes		-		-		146		48		-		194
Other current assets		-		-		60		281		-		341

Total current assets		45		-		2,391		946		-		3,382

Intercompany receivable		-		12,057		5,711		6,166		(23,934)		-

Property and equipment, net		-		-		4,301		1,630		-		5,931

Goodwill		-		-		2,694		1,801		-		4,495

Deferred income taxes		94		-		-		-		-		94

Other assets, net		(8)		-		1,064		937		-		1,993

Net investment in subsidiaries		-		21,550		12,121		-		(33,671)		-

Total assets	$	131	$	33,607	$	28,282	$	11,480	$	(57,605)	$	15,895

LIABILITIES AND DEFICIT
Current liabilities:
Current maturities of long-term debt	$	-	$	276	$	18	$	24	$	-	$	318
Current operating lease liabilities		-		-		81		56		-		137
Accounts payable		-		-		476		267		-		743
Accrued interest		-		144		1		-		-		145
Accrued liabilities		-		1		559		452		-		1,012

Total current liabilities		-		421		1,135		799		-		2,355

Long-term debt		-		13,013		206		67		-		13,286

Intercompany payable		1,952		21,935		25,756		12,646		(62,289)		-

Deferred income taxes		26		-		-		-		-		26

Long-term operating lease liabilities		-		-		270		227		-		497

Other long-term liabilities		1		3		666		328		-		998

Total liabilities		1,979		35,372		28,033		14,067		(62,289)		17,162

Redeemable noncontrolling interests in equity of consolidated subsidiaries		-		-		-		498		-		498

Deficit:
Community Health Systems, Inc. stockholders’ deficit:
Common stock		1		-		-		-		-		1
Additional paid-in capital		2,004		(399)		970		(948)		377		2,004
Accumulated other comprehensive loss		(8)		(8)		(10)		2		16		(8)
(Accumulated deficit) retained earnings		(3,845)		(1,358)		(711)		(2,222)		4,291		(3,845)

Total Community Health Systems, Inc. stockholders’ (deficit) equity		(1,848)		(1,765)		249		(3,168)		4,684		(1,848)
Noncontrolling interests in equity of consolidated subsidiaries		-		-		-		83		-		83

Total (deficit) equity		(1,848)		(1,765)		249		(3,085)		4,684		(1,765)

Total liabilities and deficit	$	131	$	33,607	$	28,282	$	11,480	$	(57,605)	$	15,895

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Balance Sheet

December 31, 2018


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

ASSETS

Current assets:
Cash and cash equivalents	$	-	$	-	$	132	$	64	$	-	$	196
Patient accounts receivable		-		-		1,856		496		-		2,352
Supplies		-		-		272		130		-		402
Prepaid income taxes		3		-		-		-		-		3
Prepaid expenses and taxes		-		-		135		61		-		196
Other current assets		-		-		133		267		-		400

Total current assets		3		-		2,528		1,018		-		3,549

Intercompany receivable		-		12,595		4,884		6,351		(23,830)		-

Property and equipment, net		-		-		4,379		1,760		-		6,139

Goodwill		-		-		2,704		1,855		-		4,559

Deferred income taxes		69		-		-		-		-		69

Other assets, net		-		25		798		720		-		1,543

Net investment in subsidiaries		-		20,868		11,782		-		(32,650)		-

Total assets	$	72	$	33,488	$	27,075	$	11,704	$	(56,480)	$	15,859

LIABILITIES AND DEFICIT
Current liabilities:
Current maturities of long-term debt	$	-	$	155	$	22	$	27	$	-	$	204
Accounts payable		-		-		576		311		-		887
Accrued interest		-		206		-		-		-		206
Accrued liabilities		-		-		580		515		-		1,095

Total current liabilities		-		361		1,178		853		-		2,392

Long-term debt		-		13,167		151		74		-		13,392

Intercompany payable		1,572		21,424		24,898		12,864		(60,758)		-

Deferred income taxes		26		-		-		-		-		26

Other long-term liabilities		9		2		624		373		-		1,008

Total liabilities		1,607		34,954		26,851		14,164		(60,758)		16,818

Redeemable noncontrolling interests in equity of consolidated subsidiaries		-		-		-		504		-		504

Deficit:
Community Health Systems, Inc. stockholders’ deficit:
Common stock		1		-		-		-		-		1
Additional paid-in capital		2,017		(329)		966		(899)		262		2,017
Accumulated other comprehensive loss		(10)		(10)		(5)		(9)		24		(10)
(Accumulated deficit) retained earnings		(3,543)		(1,127)		(737)		(2,128)		3,992		(3,543)

Total Community Health Systems, Inc. stockholders’ (deficit) equity		(1,535)		(1,466)		224		(3,036)		4,278		(1,535)
Noncontrolling interests in equity of consolidated subsidiaries		-		-		-		72		-		72

Total (deficit) equity		(1,535)		(1,466)		224		(2,964)		4,278		(1,463)

Total liabilities and deficit	$	72	$	33,488	$	27,075	$	11,704	$	(56,480)	$	15,859

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2019


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

Net cash provided by (used in) operating activities	$	5	$	(431)	$	579	$	38	$	-	$	191

Cash flows from investing activities:
Acquisitions of facilities and other related businesses		-		-		(6)		(7)		-		(13)
Purchases of property and equipment		-		-		(267)		(55)		-		(322)
Proceeds from disposition of hospitals and other ancillary operations		-		18		30		315		-		363
Proceeds from sale of property and equipment		-		-		1		-		-		1
Purchases of available-for-sale securities and equity securities		-		-		(15)		(43)		-		(58)
Proceeds from sales of available-for-sale securities and equity securities		-		-		27		45		-		72
Increase in other investments		-		-		(104)		(42)		-		(146)

Net cash provided by (used in) investing activities		-		18		(334)		213		-		(103)

Cash flows from financing activities:
Repurchase of restricted stock shares for payroll tax withholding requirements		(1)		-		-		-		-		(1)
Deferred financing costs and other debt-related costs		-		(28)		-		-		-		(28)
Proceeds from noncontrolling investors in joint ventures		-		-		-		10		-		10
Redemption of noncontrolling investments in joint ventures		-		-		-		(6)		-		(6)
Distributions to noncontrolling investors in joint ventures		-		-		-		(78)		-		(78)
Proceeds from sale-lease back		-		-		56		-		-		56
Changes in intercompany balances with affiliates, net		(4)		508		(333)		(171)		-		-
Borrowings under credit agreements		-		-		25		1		-		26
Issuance of long-term debt		-		2,489		-		-		-		2,489
Proceeds from ABL facility		-		25		-		-		-		25
Repayments of long-term indebtedness		-		(2,581)		(33)		(6)		-		(2,620)

Net cash (used in) provided by financing activities		(5)		413		(285)		(250)		-		(127)

Net change in cash and cash equivalents		-		-		(40)		1		-		(39)
Cash and cash equivalents at beginning of period		-		-		132		64		-		196

Cash and cash equivalents at end of period	$	-	$	-	$	92	$	65	$	-	$	157

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES

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

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2018


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

Net cash provided by (used in) operating activities	$	45	$	(250)	$	653	$	(8)	$	-	$	440

Cash flows from investing activities:
Acquisitions of facilities and other related businesses		-		-		(3)		(18)		-		(21)
Purchases of property and equipment		-		-		(312)		(101)		-		(413)
Proceeds from disposition of hospitals and other ancillary operations		-		-		-		228		-		228
Proceeds from sale of property and equipment		-		-		4		3		-		7
Purchases of available-for-sale securities and equity securities		-		-		(30)		(20)		-		(50)
Proceeds from sales of available-for-sale securities and equity securities		-		-		55		20		-		75
Increase in other investments		-		-		(50)		(26)		-		(76)

Net cash (used in) provided by investing activities		-		-		(336)		86		-		(250)

Cash flows from financing activities:
Repurchase of restricted stock shares for payroll tax withholding requirements		(1)		-		-		-		-		(1)
Deferred financing costs and other debt-related costs		-		(93)		-		-		-		(93)
Proceeds from noncontrolling investors in joint ventures		-		-		-		2		-		2
Redemption of noncontrolling investments in joint ventures		-		-		-		(27)		-		(27)
Distributions to noncontrolling investors in joint ventures		-		-		-		(74)		-		(74)
Changes in intercompany balances with affiliates, net		(44)		(10)		29		25		-		-
Borrowings under credit agreements		-		-		22		2		-		24
Issuance of long-term debt		-		1,033		-		-		-		1,033
Proceeds from ABL facility		-		538		49		-		-		587
Repayments of long-term indebtedness		-		(1,218)		(643)		(8)		-		(1,869)

Net cash (used in) provided by financing activities		(45)		250		(543)		(80)		-		(418)

Net change in cash and cash equivalents		-		-		(226)		(2)		-		(228)
Cash and cash equivalents at beginning of period		-		-		470		93		-		563

Cash and cash equivalents at end of period	$	-	$	-	$	244	$	91	$	-	$	335

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Throughout this Quarterly Report on Form 10-Q, we refer to Community Health Systems, Inc., or the Parent Company, and its consolidated subsidiaries in a simplified manner and on a collective basis, using words like “we,” “our,” “us” and the “Company”. This drafting style is suggested by the Securities and Exchange Commission, or SEC, and is not meant to indicate that the publicly traded Parent Company or any particular subsidiary of the Parent Company 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.

Executive Overview

We are one of the largest publicly traded hospital companies in the United States and a leading operator of general acute care hospitals and outpatient facilities in communities across the country. We provide healthcare services through the hospitals that we own and operate and affiliated businesses in non-urban and selected urban markets throughout the United States. We generate revenues by providing a broad range of general and specialized hospital healthcare services and outpatient services to patients in the communities in which we are located. As of September 30, 2019, we owned or leased 103 hospitals, comprised of 101 general acute care hospitals and two stand-alone rehabilitation or psychiatric hospitals. For the hospitals that we own and operate, we are paid for our services by governmental agencies, private insurers and directly by the patients we serve.

We have been implementing a portfolio rationalization and deleveraging strategy by divesting hospitals and non-hospital businesses that are attractive to strategic and other buyers. Generally, these businesses are not in one of our strategically beneficial service areas, are less complementary to our business strategy and/or have lower operating margins. In connection with our announced divestiture initiative, we have received offers from strategic buyers to buy certain of our assets. After considering these offers, we have divested or may divest hospitals and non-hospital businesses when we find such offers to be attractive and in line with our operating strategy.

Completed Divestiture and Acquisition Activity

During the nine months ended September 30, 2019, we completed the divestiture of 11 hospitals, including two hospitals the divestitures of which closed effective January 1, 2019 (for these hospitals, we received the net proceeds at a preliminary closing on December 31, 2018). These 11 hospitals represented annual net operating revenues in 2018 of approximately $1.0 billion and, excluding the net proceeds for the two hospitals that preliminarily closed on December 31, 2018, we received total net proceeds of approximately $333 million in connection with the disposition of these hospitals. In addition, we completed the divestiture of one hospital on October 1, 2019 (discussed below) for which we received net proceeds of approximately $3 million at a preliminary closing on September 30, 2019. On October 28, 2019, we entered into a definitive agreement to sell three additional hospitals, which divestitures have not yet been completed.

During 2018, we completed the divestiture of 11 hospitals. These 11 hospitals represented annual net operating revenues in 2017 of approximately $950 million and, including the net proceeds for the two additional hospitals that preliminarily closed on December 31, 2018 noted above, we received total net proceeds of approximately $405 million in connection with the disposition of these hospitals.

The following table provides a summary of hospitals that we divested during the nine months ended September 30, 2019 and the year ended December 31, 2018:


			Licensed
Hospital	Buyer	City, State	Beds		Effective Date

2019 Divestitures:

Lake Wales Medical Center	Adventist Health System	Lake Wales, FL		160	September 1, 2019
Heart of Florida Regional Medical Center	Adventist Health System	Davenport, FL		193	September 1, 2019
College Station Medical Center	St. Joseph Regional Health Center	College Station, TX		167	August 1, 2019
Tennova Healthcare - Lebanon	Vanderbilt University Medical Center	Lebanon, TN		245	August 1, 2019
Chester Regional Medical Center	Medical University Hospital Authority	Chester, SC		82	March 1, 2019
Carolinas Hospital System - Florence	Medical University Hospital Authority	Florence, SC		396	March 1, 2019
Springs Memorial Hospital	Medical University Hospital Authority	Lancaster, SC		225	March 1, 2019
Carolinas Hospital System - Marion	Medical University Hospital Authority	Mullins, SC		124	March 1, 2019
Memorial Hospital of Salem County	Community Healthcare Associates, LLC	Salem, NJ		126	January 31, 2019
Mary Black Health System - Spartanburg	Spartanburg Regional Healthcare System	Spartanburg, SC		207	January 1, 2019
Mary Black Health System - Gaffney	Spartanburg Regional Healthcare System	Gaffney, SC		125	January 1, 2019

2018 Divestitures:

Sparks Regional Medical Center	Baptist Health	Fort Smith, AR		492	November 1, 2018
Sparks Medical Center - Van Buren	Baptist Health	Van Buren, AR		103	November 1, 2018
AllianceHealth Deaconess	INTEGRIS Health	Oklahoma City, OK		238	October 1, 2018
Munroe Regional Medical Center	Adventist Health System	Ocala, FL		425	August 1, 2018
Tennova Healthcare - Dyersburg Regional	West Tennessee Healthcare	Dyersburg, TN		225	June 1, 2018
Tennova Healthcare - Regional Jackson	West Tennessee Healthcare	Jackson, TN		150	June 1, 2018
Tennova Healthcare - Volunteer Martin	West Tennessee Healthcare	Martin, TN		100	June 1, 2018
Williamson Memorial Hospital	Mingo Health Partners, LLC	Williamson, WV		76	June 1, 2018
Byrd Regional Hospital	Allegiance Health Management	Leesville, LA		60	June 1, 2018
Tennova Healthcare - Jamestown	Rennova Health, Inc.	Jamestown, TN		85	June 1, 2018
Bayfront Health Dade City	Adventist Health System	Dade City, FL		120	April 1, 2018

On October 1, 2019, we sold Bluefield Regional Medical Center (92 licensed beds) in Bluefield, West Virginia, and its associated operations to a subsidiary of Princeton Community Hospital Association pursuant to the terms of a definitive agreement which was entered into on June 27, 2019.

On October 28, 2019, we entered into a definitive agreement for the sale of Southside Regional Medical Center (300 licensed beds) in Petersburg, Virginia, Southampton Memorial Hospital (105 licensed beds) in Franklin, Virginia and Southern Virginia Regional Medical Center (80 licensed beds) in Emporia, Virginia and their associated assets to Bon Secours Mercy Health System.

In addition to the divestiture of these hospitals in 2018 and 2019 as noted above, we continue to receive interest from potential buyers for certain of our hospitals. We intend to continue our portfolio rationalization strategy during the remainder of 2019 and are pursuing additional interests for sale transactions, which are currently in various stages of negotiation with potential buyers. There can be no assurance that these potential divestitures will be completed, or if they are completed, the ultimate timing of the completion of these divestitures. We expect to use proceeds from divestitures to reduce debt and/or reinvest in our facilities to strengthen our regional networks and local market operations.

On June 1, 2019, we completed the acquisition of Northwest Mississippi Medical Center in Clarksdale, Mississippi. This healthcare system includes 181 licensed beds and other outpatient and ancillary services. The total cash consideration paid for operating assets was approximately $2 million, with additional consideration of $9 million in assumed liabilities, for a total consideration of $11 million. This hospital was acquired in conjunction with the bankruptcy proceedings of the previous owner that acquired the hospital from us in 2017 as part of an agreement with the local county government associated with its lease of the hospital building. Based on our final purchase price allocation relating to this acquisition as of September 30, 2019, no goodwill has been recorded. Prior to the completion of the acquisition, we initiated a plan to sell this hospital and as such have classified this hospital as held for sale at September 30, 2019.

On September 19, 2019, we completed the sale and leaseback of four medical office buildings for net proceeds of $56 million to Carter Validus Mission Critical REIT II, Inc. The buildings, with a combined total of 285,337 square feet, are located in three states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Based on our assessment of the control transfer principle in these leased buildings, the transaction does not qualify for sale treatment and the related leases have been recorded as financing obligations in the accompanying condensed consolidated balance sheet at September 30, 2019.

During the nine months ended September 30, 2019, we paid approximately $7 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 our hospitals.

Overview of Operating Results

Our net operating revenues for the three months ended September 30, 2019 decreased $205 million to approximately $3.2 billion compared to approximately $3.5 billion for the three months ended September 30, 2018. On a same-store basis, net operating revenues for the three months ended September 30, 2019 increased $124 million compared to the three months ended September 30, 2018.

We had net income of $2 million during the three months ended September 30, 2019, compared to a net loss of $308 million for the three months ended September 30, 2018. Net income for the three months ended September 30, 2019 included the following:

•

an after-tax charge of $21 million for government and other legal settlements, net of related legal expenses,

•

an after-tax charge of less than $1 million for employee termination benefits and other restructuring costs,

•

after-tax income of $1 million from a reduction of the valuation allowance on the outstanding balance of a promissory note from the buyer of a hospital,

•

an after-tax charge of $1 million for loss from early extinguishment of debt,

•

an after-tax charge of $19 million for a change in estimate for professional liability claims accrual, which charge resulted from a further revision to the estimate for professional liability claims accrual related to claims incurred in 2016 and prior years recognized in the three months ended June 30, 2019,

•

an after-tax charge of $2 million for the impairment of goodwill and long-lived assets of hospitals sold or held for sale based on their estimated fair values,

•

an after-tax charge of $6 million for legal expenses related to the final global resolution and settlement of certain Health Management Associates, Inc., or HMA, legal proceedings entered into with the U.S. Department of Justice in the three months ended September 30, 2018, or the HMA Legal Matters, and

•

discrete tax benefits of (i) $48 million for a reduction in the valuation allowance recognized on IRC Section 163(j) interest carryforwards and (ii) $15 million for tax credits claimed in lieu of deductions for the HMA Legal Matters.

Net loss for the three months ended September 30, 2018 included the following:

•

an after-tax charge of $1 million for government and other legal settlements, net of related legal expenses,

•

an after-tax charge of $89 million for the impairment of goodwill and long-lived assets of hospitals sold or held for sale based on their estimated fair values,

•

an after-tax charge of $2 million for employee termination benefits and other restructuring costs,

•

an after-tax charge of $21 million for loss from early extinguishment of debt,

•

an after-tax charge of $3 million from fair value adjustments on the CVR agreement liability accounted for at fair value related to the HMA Legal Matters, and related legal expenses, and

•

a deferred tax provision of $23 million related to the write-off of deferred tax assets due to the nondeductible components of the HMA Legal Matters.

Consolidated inpatient admissions for the three months ended September 30, 2019, decreased 9.2%, compared to the three months ended September 30, 2018. Consolidated adjusted admissions for the three months ended September 30, 2019, decreased 8.4%, compared to the three months ended September 30, 2018. Same-store inpatient admissions for the three months ended September 30, 2019, increased 2.4%, compared to the three months ended September 30, 2018, and same-store adjusted admissions for the three months ended September 30, 2019, increased 3.6%, compared to the three months ended September 30, 2018.

Our net operating revenues for the nine months ended September 30, 2019 decreased $777 million to approximately $9.9 billion compared to approximately $10.7 billion for the nine months ended September 30, 2018. On a same-store basis, net operating revenues for the nine months ended September 30, 2019 increased $400 million compared to the nine months ended September 30, 2018.

We had a net loss of $244 million during the nine months ended September 30, 2019, compared to a net loss of $405 million for the nine months ended September 30, 2018. Net loss for the nine months ended September 30, 2019 included the following:

•

an after-tax charge of $28 million for government and other legal settlements, net of related legal expenses,

•

an after-tax charge of $68 million for the impairment of goodwill and long-lived assets of hospitals sold or held for sale based on their estimated fair values,

•

an after-tax charge of $1 million for employee termination benefits and other restructuring costs,

•

an after-tax charge of $16 million to reserve the outstanding balance of a promissory note outstanding that was received as part of the purchase price from the sale of two hospitals in 2017, net of income from a reduction of the valuation allowance on the outstanding balance of a promissory note from the buyer of another hospital,

•

an after-tax charge of $72 million for a change in estimate for professional liability claims accrual related to claims incurred in 2016 and prior years,

•

an after-tax charge of $25 million for loss from early extinguishment of debt,

•

an after-tax charge of $8 million from legal expenses related to the HMA Legal Matters, and

•

Net loss for the nine months ended September 30, 2018 included the following:

•

an after-tax charge of $7 million for government and other legal settlements, net of related legal expenses,

•

an after-tax charge of $261 million for the impairment of goodwill and long-lived assets of hospitals sold or held for sale based on their estimated fair values,

•

an after-tax charge of $13 million for employee termination benefits and other restructuring costs,

•

after-tax income of $25 million for gain from early extinguishment of debt,

•

an after-tax charge of $10 million from settlement and fair value adjustments on the CVR agreement liability related to the HMA Legal Matters, and related legal expenses, and

•

a deferred tax provision of $23 million related to the write-off of deferred tax assets due to the nondeductible components of the HMA Legal Matters.

Consolidated inpatient admissions for the nine months ended September 30, 2019, decreased 11.4%, compared to the nine months ended September 30, 2018. Consolidated adjusted admissions for the nine months ended September 30, 2019, decreased 11.2%, compared to the nine months ended September 30, 2018. Same-store inpatient admissions for the nine months ended September 30, 2019, increased 1.7%, compared to the nine months ended September 30, 2018, and same-store adjusted admissions for the nine months ended September 30, 2019, increased 2.3%, compared to the nine months ended September 30, 2018.

Self-pay revenues represented approximately 0.8% and 1.2% of net operating revenues for the three months ended September 30, 2019 and 2018, respectively, and 1.0% and 1.4% for the nine months ended September 30, 2019 and 2018, respectively. The amount of foregone revenue related to providing charity care services as a percentage of net operating revenues was approximately 3.9% and 3.5% for the three months ended September 30, 2019 and 2018, respectively, and 4.1% and 3.3% for the nine months ended September 30, 2019 and 2018, respectively. Direct and indirect costs incurred in providing charity care services as a percentage of net operating revenues was approximately 0.5% and 0.4% for the three months ended September 30, 2019 and 2018, respectively, and 0.5% and 0.4% for the nine months ended September 30, 2019 and 2018, respectively.

Legislative Overview

The U.S. Congress and certain state legislatures have introduced and passed a large number of proposals and legislation designed to make major changes in the healthcare system, including changes that have increased access to health insurance. The most prominent of these recent efforts, the Affordable Care Act, affects how healthcare services are covered, delivered and reimbursed. It mandates that substantially all U.S. citizens maintain health insurance and increases health insurance coverage through a combination of public program expansion and private sector health insurance reforms.

However, the future of the Affordable Care Act is uncertain. Since the 2016 presidential election, significant changes have been made to the Affordable Care Act, its implementation, and its interpretation. The current presidential administration and certain members of Congress have stated their intent to repeal or make additional significant changes to the law. For example, effective January 1, 2019, the financial penalty associated with the individual mandate was eliminated, which may result in fewer individuals electing to purchase health insurance. In December 2018, a federal judge in Texas found the entire Affordable Care Act to be unconstitutional as a result of the individual mandate penalty being eliminated. However, the law remains in place pending appeal. In addition, final rules issued in 2018 expand availability of association health plans and allow the sale of short-term, limited-duration health plans, neither of which are required to cover all of the essential health benefits mandated by the Affordable Care Act. These changes may impact the number of individuals who elect to purchase health insurance or the scope of such coverage, if purchased. Of critical importance to us will be the potential impact of any changes specific to the Medicaid funding and expansion provisions of the Affordable Care Act. We operate hospitals in five of the ten states that experienced the largest reductions in uninsured rates among adult residents between 2013 and 2015. In general, the states with the greatest reductions in the number of uninsured adult residents have expanded Medicaid. A number of states have opted out of the Medicaid coverage expansion provisions, but could ultimately decide to expand their programs at a later date. Of the 18 states in which we operated hospitals as of September 30, 2019, nine states have taken action to expand their Medicaid programs. At this time, the other nine states have not, including Florida, Alabama, Tennessee and Texas, where we operated a significant number of hospitals as of September 30, 2019. Some states use, or have applied to use, waivers granted by CMS to implement expansion, impose different eligibility or enrollment restrictions, or otherwise

implement programs that vary from federal standards. CMS administrators have indicated that they are increasing state flexibility in the administration of Medicaid programs. For example, CMS has granted a limited number of state applications for waivers that allow a state to condition Medicaid enrollment on work or other community engagement. Several states have similar applications pending.

The Affordable Care Act makes a number of changes to Medicare and Medicaid, such as reductions to the Medicare annual market basket update for federal fiscal years 2010 through 2019, a productivity offset to the Medicare market basket update, and a reduction to the Medicare and Medicaid disproportionate share hospital payments, each of which could adversely impact the reimbursement received under these programs. The Affordable Care Act also includes provisions aimed at reducing fraud, waste and abuse in the healthcare industry.

We believe that the Affordable Care Act has had a positive impact on net operating revenues and income as the result of the expansion of private sector and Medicaid coverage that has occurred. However, legislative and executive branch efforts related to healthcare reform could result in increased prices for consumers purchasing health insurance coverage or the sale of insurance plans that contain gaps in coverage, which could destabilize insurance markets and impact the rates of uninsured or underinsured adults. Other provisions of the Affordable Care Act, such as requirements related to employee health insurance coverage and changes to Medicare and Medicaid reimbursement, have increased our operating costs or adversely impacted the reimbursement we receive.

It is difficult to predict the ongoing effect of the Affordable Care Act due to executive orders, changes to the law’s implementation, clarifications and modifications resulting from the rule-making process, judicial interpretations resulting from court challenges to its constitutionality and interpretation, whether and how many states ultimately decide to expand Medicaid coverage, the number of uninsured who elect to purchase health insurance coverage, budgetary issues at federal and state levels, and efforts to change or repeal the statute. We may not be able to fully realize the positive impact the Affordable Care Act may otherwise have on our business, results of operations, cash flow, capital resources and liquidity. We cannot predict whether we will be able to modify certain aspects of our operations to offset any potential adverse consequences from the Affordable Care Act or the impact of any alternative provisions that may be adopted.

In recent years, a number of laws, including the Affordable Care Act and Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, have promoted shifting from traditional fee-for-service reimbursement models to alternative payment models that tie reimbursement to quality and cost of care. CMS currently administers various ACOs and bundled payment demonstration projects and has indicated that it will continue to pursue similar initiatives.

In June 2019, the U.S. Supreme Court ruled in Azar v. Allina Health Services that the U.S. Department of Health and Human Services failed to comply with statutory notice and comment rulemaking procedures before announcing an earlier policy related to disproportionate share hospital, or DSH, payments made under Medicare to hospitals. Following this ruling, unless the U.S. Department of Health and Human Services is able to successfully assert another legal basis for this policy, one potential outcome is the federal government could be required to reimburse hospitals, including us, for DSH Medicare payments which otherwise would have been payable over certain prior time periods absent the enactment of this policy. While the ruling in this case was specific to the DSH payments calculated for federal fiscal year 2012 for the plaintiff hospitals, we believe that prior time periods with the potential for higher DSH payments because of the precedent of this ruling could include federal fiscal years 2005 to 2013. There continues to be uncertainty regarding the extent to which, if any, DSH Medicare payments will be remitted to us as the result of this ruling, and if so the timing of any such payments. However, we anticipate that if it is ultimately determined that we are entitled to receive such DSH Medicare payments for these prior time periods, these payments could have a material positive impact on a non-recurring basis in any future period in which net income is recognized in respect thereof as well as on our cash flows from operations in any future period in which these payments are received.

As a result of our current levels of cash, available borrowing capacity, long-term outlook on our debt repayments, the refinancing of our term loans and our continued projection of our ability to generate cash flows, we anticipate that we will be able to invest the necessary capital in our business over the next twelve months. We believe there continues to be ample opportunity to strengthen our market share in substantially all of our markets by decreasing the need for patients to travel outside their communities for healthcare. Furthermore, we will continue to strive to improve operating efficiencies and procedures in order to improve the performance of our hospitals.

Sources of Revenue

The following table presents the approximate percentages of net operating revenues by payor source for the periods indicated. The data for the periods presented are not strictly comparable due to the effect that hospital acquisitions and divestitures have had on these statistics.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Medicare		25.0	%		25.3	%		25.4	%		26.7	%
Medicaid		13.5			13.6			13.3			13.1
Managed Care and other third-party payors		60.7			59.9			60.3			58.8
Self-pay		0.8			1.2			1.0			1.4

Total		100.0	%		100.0	%		100.0	%		100.0	%

As shown above, we receive a substantial portion of our revenues from the Medicare and Medicaid programs. Included in Managed Care and other third-party payors is operating revenues from insurance companies with which we have insurance provider contracts, Medicare managed care, insurance companies for which we do not have insurance provider contracts, workers’ compensation carriers and non-patient service revenue, such as rental income and cafeteria sales. In the future, we generally expect the portion of revenues received from the Medicare and Medicaid programs to increase over the long-term due to the general aging of the population. In addition, the Affordable Care Act has increased the number of insured patients in states that have expanded Medicaid, which in turn, has reduced the percentage of revenues from self-pay patients. However, it is unclear whether the trend of increased coverage will continue, due in part to the elimination of the financial penalty associated with the individual mandate, effective January 1, 2019. Further, the Affordable Care Act imposes significant reductions in amounts the government pays Medicare managed care plans. The trend toward increased enrollment in Medicare managed care may adversely affect our operating revenue. An executive order issued in October 2019 seeks to accelerate this shift away from traditional fee-for-service Medicare to Medicare managed care. Other provisions in the Affordable Care Act impose minimum medical-loss ratios and require insurers to meet specific benefit requirements. Furthermore, in the normal course of business, managed care programs, insurance companies and employers actively negotiate the amounts paid to hospitals. The trend toward increased enrollment in managed care may adversely affect our operating performance. There can be no assurance that we will retain our existing reimbursement arrangements or that these third-party payors will not attempt to further reduce the rates they pay for our services.

Net operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems and provisions of cost-based reimbursement and other payment methods. In addition, we are reimbursed by non-governmental payors using a variety of payment methodologies. Amounts we receive for the treatment of patients covered by Medicare, Medicaid and non-governmental payors are generally less than the standard billing rates. We account for the differences between the estimated program reimbursement rates and the standard billing rates as contractual allowance adjustments, which we deduct from gross revenues to arrive at net operating revenues. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. We account for adjustments to previous program reimbursement estimates as contractual allowance adjustments and report them in the periods that such adjustments become known. Contractual allowance adjustments related to final settlements and previous program reimbursement estimates impacted net operating revenues and net loss by an insignificant amount in each of the three and nine-month periods ended September 30, 2019 and 2018.

The payment rates under the Medicare program for hospital inpatient and outpatient acute care services are based on a prospective payment system, depending upon the diagnosis of a patient’s condition. These rates are indexed for inflation annually, although increases have historically been less than actual inflation. On August 2, 2019, CMS issued the final rule to increase this index by 3.0% for hospital inpatient acute care services that are reimbursed under the prospective payment system, beginning October 1, 2019. The final rule provides for a 0.4% multifactor productivity reduction and a positive 0.5% adjustment in accordance with MACRA, which, together is expected to yield an estimated net 3.0% increase in reimbursement for hospital inpatient acute care services. An additional reduction applies to hospitals that do not submit required patient quality data. We are complying with this data submission requirement. Payments may also be affected by admission and medical review criteria for inpatient services commonly known as the “two midnight rule.” Under the rule, for admissions on or after October 1, 2013, services to Medicare beneficiaries are only payable as inpatient hospital services when there is a reasonable expectation that the hospital care is medically necessary and will be required across two midnights, absent unusual circumstances. Stays expected to need less than two midnights of hospital care are subject to medical review on a case-by-case basis. Reductions in the rate of increase or overall reductions in Medicare reimbursement may cause a decline in the growth of our net operating revenues.

Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from CMS and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Similar programs are also being considered by other states. The programs are generally authorized for a specified period of time and require CMS’s approval to be extended. CMS has indicated that it will take into account a state’s status with respect to expanding its Medicaid program in considering whether to extend these supplemental programs. We are unable to predict whether or on what terms CMS will extend the supplemental programs in the states in which we operate. Under these supplemental programs, we recognize revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and included as Medicaid revenue in the table above, and fees, taxes or other program related costs are reflected in other operating expenses.

Results of Operations

Our hospitals offer a variety of services involving a broad range of inpatient and outpatient medical and surgical services. These include general acute care, emergency room, general and specialty surgery, critical care, internal medicine, obstetrics, diagnostic services, psychiatric and rehabilitation services. The strongest demand for hospital services generally occurs during January through April and the weakest demand for these services generally occurs during the summer months. Accordingly, eliminating the effects of new acquisitions and/or divestitures, our net operating revenues and earnings are historically highest during the first quarter and lowest during the third quarter.

The following tables summarize, for the periods indicated, selected operating data.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Operating results, as a percentage of net operating revenues:
Net operating revenues		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses (a)		(89.6	)		(89.7	)		(89.8	)		(89.1	)
Depreciation and amortization		(4.7	)		(5.0	)		(4.6	)		(5.0	)
Impairment and gain (loss) on sale of businesses, net		-			(3.2	)		(0.7	)		(2.9	)

Income from operations		5.7			2.1			4.9			3.0
Interest expense, net		(8.0	)		(7.3	)		(7.9	)		(6.7	)
Loss from early extinguishment of debt		-			(0.8	)		(0.3	)		0.3
Equity in earnings of unconsolidated affiliates		0.1			0.1			0.1			0.2

Loss before income taxes		(2.2	)		(5.9	)		(3.2	)		(3.2	)
Benefit from (provision for) income taxes		2.3			(3.0	)		0.7			(0.6	)

Net income (loss)		0.1			(8.9	)		(2.5	)		(3.8	)
Less: Net income attributable to noncontrolling interests		(0.6	)		(0.5	)		(0.5	)		(0.5	)

Net loss attributable to Community Health Systems, Inc. stockholders		(0.5	)%		(9.4	)%		(3.0	)%		(4.3	)%


	Three Months Ended			Nine Months Ended
	September 30, 2019			September 30, 2019
Percentage (decrease) increase from prior year:
Net operating revenues		(5.9	)%		(7.3	)%
Admissions		(9.2	)		(11.4	)
Adjusted admissions (b)		(8.4	)		(11.2	)
Average length of stay		(2.3	)		-
Net loss attributable to Community Health Systems, Inc.		(94.8	)		(34.3	)
Same-store percentage increase from prior year (c):
Net operating revenues		4.1	%		4.3	%
Admissions		2.4			1.7
Adjusted admissions (b)		3.6			2.3

(a)	Operating expenses include salaries and benefits, supplies, other operating expenses, government and other legal settlements and related costs, electronic health records incentive reimbursement and lease cost and rent.

(b)	Adjusted admissions is a general measure of combined inpatient and outpatient volume. We computed adjusted admissions by multiplying admissions by gross patient revenues and then dividing that number by gross inpatient revenues.

(c)

Includes acquired hospitals to the extent we operated them in both periods and excludes our hospitals that have previously been classified as discontinued operations for accounting purposes. In addition, also excludes information for the hospitals sold or closed during 2018 and the three and nine months ended September 30, 2019.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Net operating revenues decreased by 5.9% to approximately $3.2 billion for the three months ended September 30, 2019, from approximately $3.5 billion for the three months ended September 30, 2018. Net operating revenues on a same-store basis from hospitals that were operated throughout both periods increased $124 million, or 4.1%, during the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. The increase in same-store net operating revenues was attributable to improved pricing due to higher acuity, and an increase in inpatient admissions. Non-same-store net operating revenues decreased $329 million during the three months ended September 30, 2019, in comparison to the prior year period, with the decrease attributable primarily to the divestiture of hospitals during 2018 and 2019. On a consolidated basis, inpatient admissions decreased by 9.2% during the three months ended September 30, 2019 as compared to the three months ended September 30, 2018. Also on a consolidated basis, adjusted admissions decreased by 8.4% during the three months ended September 30, 2019 as compared to the three months ended September 30, 2018. On a same-store basis, net operating revenues per adjusted admission increased 0.4%, while inpatient admissions increased by 2.4% and adjusted admissions increased by 3.6% for the three months ended September 30, 2019, compared to the three months ended September 30, 2018.

Operating expenses, as a percentage of net operating revenues, decreased from 97.9% during the three months ended September 30, 2018 to 94.3% during the three months ended September 30, 2019. Operating expenses, excluding depreciation and amortization and impairment and (gain) loss on sale of businesses, as a percentage of net operating revenues, decreased from 89.7% for the three months ended September 30, 2018 to 89.6% for the three months ended September 30, 2019. Salaries and benefits, as a percentage of net operating revenues, decreased from 45.9% for the three months ended September 30, 2018 to 45.3% for the three months ended September 30, 2019. This decrease in salaries and benefits, as a percentage of net operating revenues, was primarily due to improved staffing and benefit expense management. Supplies, as a percentage of net operating revenues, decreased from 16.4% for the three months ended September 30, 2018 to 16.2% for the three months ended September 30, 2019. Other operating expenses, as a percentage of net operating revenues, remained consistent at 24.9% for both of the three- month periods ended September 30, 2019 and 2018. Expense related to government and other legal settlements and related costs, as a percentage of net operating revenues, increased from 0.1% for the three months ended September 30, 2018 to 0.8% for the three months ended September 30, 2019, primarily due to the net impact of lawsuits settled in principle and related legal expenses. Lease cost and rent, as a percentage of net operating revenues, remained consistent at 2.4% for both of the three-month periods ended September 30, 2019 and 2018.

Depreciation and amortization, as a percentage of net operating revenues, decreased from 5.0% for the three months ended September 30, 2018 to 4.7% for the three months ended September 30, 2019, primarily due to ceasing depreciation on property and equipment at hospitals sold or held for sale.

Impairment and (gain) loss on sale of businesses was $(1) million for the three months ended September 30, 2019, compared to $112 million for the three months ended September 30, 2018, related to a net gain on sale of hospitals during the three months ended September 30, 2019 and impairment of the long-lived assets and reporting unit goodwill allocated to hospitals classified as held for sale or sold during the three months ended September 30, 2018.

Interest expense, net, increased by $3 million to $259 million for the three months ended September 30, 2019 compared to $256 million for the three months ended September 30, 2018, which was driven by an increase in interest rates during the three months ended September 30, 2019, compared to the same period in 2018, which resulted in an increase in interest expense of $7 million. This increase was partially offset by a decrease in our average outstanding debt during the three months ended September 30, 2019, which resulted in a decrease in interest expense of $1 million, and an increase in major construction projects during the three months ended September 30, 2019, which resulted in $3 million more interest being capitalized, compared to the same period in 2018.

Loss from early extinguishment of debt of less than $1 million was recognized during the three months ended September 30, 2019, as a result of the Credit Facility amendment and repayment of the term loans under the Credit Facility as discussed further in Capital Resources. Loss from early extinguishment of debt of $27 million was recognized during the three months ended September 30, 2018, which resulted primarily from the refinancing and exchange of certain of our outstanding notes during that period as discussed further in Capital Resources.

Equity in earnings of unconsolidated affiliates, as a percentage of net operating revenues, remained consistent at 0.1% for both of the three-month periods ended September 30, 2019 and 2018.

The net results of the above-mentioned changes resulted in loss before income taxes decreasing $132 million from $204 million for the three months ended September 30, 2018 to $72 million for the three months ended September 30, 2019.

Our benefit from income taxes for the three months ended September 30, 2019 was $74 million compared to a provision for income taxes of $104 million for the three months ended September 30, 2018. Our effective tax rates were 102.8% and (51.0)% for the three months ended September 30, 2019 and 2018, respectively. The difference in our effective tax rate for the three months ended September 30, 2019, when compared to the three months ended September 30, 2018, was primarily due to discrete tax benefits for (i) a reduction in the valuation allowance recognized on IRC Section 163(j) interest carryforwards and (ii) tax credits claimed in lieu of deductions for the HMA Legal Matters.

Net (loss) income, as a percentage of net operating revenues, decreased from (8.9)% for the three months ended September 30, 2018 to 0.1% for the three months ended September 30, 2019.

Net income attributable to noncontrolling interests, as a percentage of net operating revenues, increased from 0.5% for the three months ended September 30, 2018 to 0.6% for the three months ended September 30, 2019.

Net loss attributable to Community Health Systems, Inc. was $17 million for the three months ended September 30, 2019, compared to $325 million for the three months ended September 30, 2018.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Net operating revenues decreased by 7.3% to approximately $9.9 billion for the nine months ended September 30, 2019, from approximately $10.7 billion for the nine months ended September 30, 2018. Net operating revenues on a same-store basis from hospitals that were operated throughout both periods increased $400 million, or 4.3%, during the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. The increase in same-store net operating revenues was attributable to improved pricing due to higher acuity, and an increase in inpatient admissions. Non-same-store net operating revenues decreased $1.2 billion during the nine months ended September 30, 2019, in comparison to the prior year period, with the decrease attributable primarily to the divestiture of hospitals during 2018 and 2019. On a consolidated basis, inpatient admissions decreased by 11.4% during the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018. Also on a consolidated basis, adjusted admissions decreased by 11.2% during the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018. On a same-store basis, net operating revenues per adjusted admission increased 2.0%, while inpatient admissions increased by 1.7% and adjusted admissions increased by 2.3% for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018.

Operating expenses, as a percentage of net operating revenues, decreased from 97.0% during the nine months ended September 30, 2018 to 95.1% during the nine months ended September 30, 2019. Operating expenses, excluding depreciation and amortization and impairment and (gain) loss on sale of businesses, as a percentage of net operating revenues, increased from 89.1% for the nine months ended September 30, 2018 to 89.8% for the nine months ended September 30, 2019. Salaries and benefits, as a percentage of net operating revenues, remained consistent at 45.3% for both of the nine-month periods ended September 30, 2019 and 2018. Supplies, as a percentage of net operating revenues, decreased from 16.6% for the nine months ended September 30, 2018 to 16.4% for the nine months ended September 30, 2019. Other operating expenses, as a percentage of net operating revenues, increased from 24.7% for the nine months ended September 30, 2018 to 25.3% for the nine months ended September 30, 2019. This increase in other operating expenses, as a percentage of net operating revenues, was primarily due to the change in estimate for professional liability claims expense and the reserve of the outstanding balance of a promissory note received from the buyer in connection with the sale of two of our hospitals in 2017. Expense related to government and other legal settlements and related costs, as a percentage of net operating revenues, increased from 0.1% for the nine months ended September 30, 2018 to 0.4% for the nine months ended September 30, 2019 primarily due to the net impact of several lawsuits settled in principle and related legal expenses. Lease cost and rent, as a percentage of net operating revenues, remained consistent at 2.4% for both of the nine-month periods ended September 30, 2019 and 2018.

Depreciation and amortization, as a percentage of net operating revenues, decreased from 5.0% for the nine months ended September 30, 2018 to 4.6% for the nine months ended September 30, 2019, primarily due to ceasing depreciation on property and equipment at hospitals sold or held for sale.

Impairment and (gain) loss on sale of businesses was $70 million for the nine months ended September 30, 2019, compared to $314 million for the nine months ended September 30, 2018, related to impairment of the long-lived assets and reporting unit goodwill allocated to hospitals classified as held for sale or sold during the respective periods.

Interest expense, net, increased by $62 million to $782 million for the nine months ended September 30, 2019 compared to $720 million for the nine months ended September 30, 2018, which was driven by an increase in interest rates during the nine months ended September 30, 2019, compared to the same period in 2018, which resulted in an increase in interest expense of $78 million. This increase was partially offset by a decrease in our average outstanding debt during the nine months ended September 30, 2019, which resulted in a decrease in interest expense of $12 million, and an increase in major construction projects during the nine months ended September 30, 2019 resulted in $4 million more interest being capitalized, compared to the same period in 2018.

Loss from early extinguishment of debt of $31 million was recognized during the nine months ended September 30, 2019, as a result of the Credit Facility amendment and repayment of the term loans under the Credit Facility as discussed further in Capital Resources. Gain from early extinguishment of debt of $32 million was recognized during the nine months ended September 30, 2018 which resulted primarily from the refinancing and exchange of certain of our outstanding notes and repayment of a portion of our term loans under the Credit Facility as discussed further in Capital Resources.

Equity in earnings of unconsolidated affiliates, as a percentage of net operating revenues, decreased from 0.2% during the nine months ended September 30, 2018 to 0.1% during the nine months ended September 30, 2019.

The net results of the above-mentioned changes resulted in loss before income taxes decreasing $32 million from $347 million for the nine months ended September 30, 2018 to $315 million for the nine months ended September 30, 2019.

Our benefit from income taxes for the nine months ended September 30, 2019 was $71 million compared to a provision for income taxes of $58 million for the nine months ended September 30, 2018. Our effective tax rates were 22.5% and (16.7)% for the nine months ended September 30, 2019 and 2018, respectively. The difference in our effective tax rate for the nine months ended September 30, 2019, when compared to the nine months ended September 30, 2018, was primarily due to discrete tax benefits for (i) a reduction in the valuation allowance recognized on IRC Section 163(j) interest carryforwards and (ii) tax credits claimed in lieu of deductions for the HMA Legal Matters.

Net loss, as a percentage of net operating revenues, increased from (3.8)% for the nine months ended September 30, 2018 to (2.5)% for the nine months ended September 30, 2019.

Net income attributable to noncontrolling interests, as a percentage of net operating revenues, remained consistent at 0.5% for both of the nine-month periods ended September 30, 2019 and 2018.

Net loss attributable to Community Health Systems, Inc. was $302 million for the nine months ended September 30, 2019, compared to $460 million for the nine months ended September 30, 2018.

Liquidity and Capital Resources

Net cash provided by operating activities decreased $249 million, from approximately $440 million for the nine months ended September 30, 2018, to approximately $191 million for the nine months ended September 30, 2019. The decrease in cash provided by operating activities was primarily the result of higher interest payments due to the timing of payments resulting from the refinancing activity during the nine months ended September 30, 2019, as well as higher malpractice claim payments compared to the same period in 2018. Total cash paid for interest during the nine months ended September 30, 2019 increased to approximately $810 million compared to $637 million for the nine months ended September 30, 2018. Cash paid for income taxes, net of refunds received, resulted in a net refund of $3 million and $17 million during the nine months ended September 30, 2019 and 2018, respectively.

Our net cash used in investing activities was approximately $103 million for the nine months ended September 30, 2019, compared to approximately $250 million for the nine months ended September 30, 2018, a decrease of approximately $147 million. The cash used in investing activities during the nine months ended September 30, 2019, was primarily impacted by an increase in proceeds from the divestitures of hospitals and other ancillary operations of $135 million as a result of more hospital divestitures in the first nine months of 2019 compared to the same period in 2018, a decrease in the cash used in the purchase of property and equipment of $91 million for the nine months ended September 30, 2019 compared to the same period in 2018, and a decrease in the cash used in the acquisition of facilities and other related equipment of $8 million as a result of a reduction in cash used to purchase physician practices, clinics and other ancillary businesses for the nine months ended September 30, 2019 compared to the same period in 2018, partially offset by the acquisition of one hospital during the nine months ended September 30, 2019. The decreases in cash used in investing activities were also impacted by a decrease in cash provided by the net impact of the purchases and sales of available-for-sale securities and equity securities of $11 million, a decrease in the proceeds from sale of property and equipment of $6 million for the nine months ended September 30, 2019 compared to the same period in 2018 and an increase in cash used for other investments (primarily from internal-use software expenditures and physician recruiting costs) of $70 million.

Our net cash used in financing activities was $127 million for the nine months ended September 30, 2019, compared to approximately $418 million for the nine months ended September 30, 2018, a decrease of approximately $291 million. The decrease in cash used in financing activities, in comparison to the prior year period, was primarily due to the net effect of our debt repayment, refinancing activity, and cash paid for deferred financing costs and other debt-related costs.

There have been no material changes outside of the ordinary course of business to our upcoming cash obligations during the nine months ended September 30, 2019 from those disclosed in our 2018 Form 10-K and discussed below related to debt refinancing activity during 2019.

Capital Expenditures

Cash expenditures for purchases of facilities and other related businesses were $13 million for the nine months ended September 30, 2019, compared to $21 million for the nine months ended September 30, 2018. Our expenditures for the nine months ended September 30, 2019 were primarily related to the purchase of one hospital in Mississippi, physician practices and other ancillary services. Our expenditures for the nine months ended September 30, 2018 were primarily related to physician practices and other ancillary services. No hospital acquisitions were completed during the nine months ended September 30, 2018.

Excluding the cost to construct replacement hospitals, our cash expenditures for routine capital for the nine months ended September 30, 2019 totaled $292 million compared to $410 million for the nine months ended September 30, 2018. These capital expenditures related primarily to the purchase of additional equipment, minor renovations and information systems infrastructure. Costs to construct replacement hospitals totaled $30 million for the nine months ended September 30, 2019, compared to $3 million for the nine months ended September 30, 2018. The costs to construct replacement hospitals for the nine months ended September 30, 2019 and 2018 primarily represent both planning and construction costs for the replacement facility at La Porte, Indiana.

Pursuant to a hospital purchase agreement from our March 1, 2016 acquisition of La Porte Hospital and Starke Hospital, we committed to build replacement facilities in both La Porte, Indiana and Knox, Indiana. Under the terms of such agreement, construction of the replacement hospital for LaPorte Hospital is required to be completed within five years of the date of acquisition, or March 2021. In addition, construction of the replacement facility for Starke Hospital is required to be completed within five years of the date we enter into a new lease with Starke County, Indiana, the hospital lessor, or in the event we do not enter into a new lease with Starke County, construction shall be completed by September 30, 2026. We have not entered into a new lease with the lessor for Starke Hospital and currently anticipate completing construction of the Starke Hospital replacement facility in 2026. Construction costs, including equipment costs, for the La Porte and Starke replacement facilities are currently estimated to be approximately $128 million and $15 million, respectively.

Capital Resources

Net working capital was approximately $1.0 billion at September 30, 2019, compared to $1.2 billion at December 31, 2018. Net working capital decreased by approximately $130 million between December 31, 2018 and September 30, 2019. This decrease is primarily due to the increase in current operating lease liabilities, partially offset by an increase in cash and cash equivalents during the nine months ended September 30, 2019.

We have senior secured financing under a credit facility with a syndicate of financial institutions led by Credit Suisse, as administrative agent and collateral agent, which at December 31, 2018 included (i) a revolving credit facility with commitments through January 27, 2021 of approximately $425 million, or the Revolving Facility and (ii) a Term H facility due 2021, or the Term H Facility. The Revolving Facility includes a subfacility for letters of credit.

As of September 30, 2019, the availability for additional borrowings under the Credit Facility, subject to certain limitations as set forth in the Credit Facility, was approximately $385 million pursuant to the Revolving Facility, of which $145 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 $500 million. As of September 30, 2019, the weighted-average interest rate under the Credit Facility, excluding the swap, was 6.3%.

The loans under the Credit Facility bear interest on the outstanding unpaid principal amount at a rate equal to an applicable percentage plus, at our 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 NYFRB Rate (as defined) plus 0.50% or (3) the adjusted LIBOR rate 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. Based on our current leverage, loans in respect of the Revolving Facility currently accrue interest at a rate per annum equal to LIBOR plus 2.75%, in the case of LIBOR borrowings, and Alternate Base Rate plus 1.75%, in the case of Alternate Base Rate borrowings. Prior to the refinancing transactions discussed below, the Term H Loan accrued interest at a rate per annum equal to LIBOR plus 3.25%, in the case of LIBOR borrowings, and Alternate Base Rate plus 2.25%, in the case of Alternate Base Rate borrowings. The Term H Loan was subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor.

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 us and our subsidiaries, subject to certain exceptions and reinvestment rights (as further described below), (2) 100% of the net cash proceeds of issuances of certain debt obligations or receivables-based financing by us and our subsidiaries, subject to certain exceptions, and (3) 75%, subject to reduction to a lower percentage based on our first lien net leverage ratio (as defined in the Credit Facility generally as the ratio of first lien net debt on the date of determination to our consolidated 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 were 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 our wholly-owned subsidiary CHS/Community Health Systems, Inc., or CHS. All of our obligations under the Credit Facility are unconditionally guaranteed by Community Health Systems, Inc. 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 Community Health Systems, Inc., CHS and each subsidiary guarantor, including equity interests held by us 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 its outstanding first lien senior secured notes and, on a junior-priority basis, its outstanding junior-priority secured notes.

We have 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. We are obligated to pay commitment fees of 0.50% per annum (subject to adjustment based upon our 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 our and our 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 our businesses, (10) grant certain guarantees with respect to physician practices, (11) engage in sale and leaseback transactions or (12) change our fiscal year. We and our subsidiaries are also required to comply with specified financial covenants (consisting of a maximum first lien net debt to consolidated EBITDA leverage ratio) and various affirmative covenants. Under the Credit Facility, the first lien net debt to consolidated EBITDA leverage ratio is calculated as the ratio of total first lien debt, less unrestricted cash and cash equivalents, to consolidated EBITDA, as defined in the Credit Facility. The calculation of consolidated EBITDA as defined in the Credit Facility is a trailing 12-month calculation that begins with net income attributable to us, 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, 2019, the first lien net debt to consolidated EBITDA leverage ratio financial covenant under the Credit Facility limited the ratio of first lien net debt to consolidated EBITDA, as defined, to less than or equal to 5.25 to 1.00. We were in compliance with all such covenants at September 30, 2019, with a first lien net debt to consolidated EBITDA leverage ratio of approximately 5.02 to 1.00.

Events of default under the Credit Facility include, but are not limited to, (1) our 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, (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.

On February 15, 2019, the Credit Facility was amended, with requisite covenant lender approval, to amend the first lien net debt to EBITDA ratio financial covenant and to reduce the extended revolving credit commitments to $385 million. The amended financial covenant provides for a maximum first lien net debt to EBITDA ratio of 5.25 to 1.00 from January 1, 2019 through December 31, 2019, 5.00 to 1.00 from January 1, 2020 through June 30, 2020, 4.50 to 1.00 from July 1, 2020 through September 30, 2020, and 4.25 to 1.00 thereafter. In addition, CHS agreed to further restrict its ability to make restricted payments. The revolving credit commitments will terminate on January 27, 2021. The amended Credit Facility includes a 91-day springing maturity date applicable if more than $250 million in the aggregate principal amount of our 8% Senior Notes due 2019, 7¹⁄₈% Senior Notes due 2020, Term H Facility or refinancings thereof are scheduled to mature or similarly become due within 91 days of such date.

Prior to the effectiveness of the ABL Facility described below, CHS, through certain of its subsidiaries, participated in an accounts receivable loan agreement, or 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. Patient-related accounts receivable, or the Receivables, for certain affiliated hospitals served as collateral for the outstanding borrowings under the Receivables Facility. The interest rate on the borrowings was based on the commercial paper rate plus an applicable interest rate spread. The Receivables Facility was repaid in full and terminated upon the effectiveness of the ABL Facility on April 3, 2018.

On April 3, 2018, we and CHS entered into an asset-based loan (ABL) credit agreement, or the ABL Credit Agreement, with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other agents party thereto. Pursuant to the ABL Credit Agreement, the lenders have extended to CHS a revolving asset-based loan facility, or the ABL Facility, in the maximum aggregate principal amount of $1.0 billion, subject to borrowing base capacity. The ABL Facility includes borrowing capacity available for letters of credit of $50 million. CHS and all domestic subsidiaries of CHS that guarantee CHS’ other outstanding senior and senior secured indebtedness guarantee the obligations of CHS under the ABL Facility. Subject to certain exceptions, all obligations under the ABL Facility and the related guarantees are secured by a perfected first-priority security interest in substantially all of the Receivables, deposit, collection and other accounts and contract rights, books, records and other instruments related to the foregoing of the Company, CHS and the guarantors as well as a perfected junior-priority security interest in substantially all of the other assets of the Company, CHS and the guarantors, subject to customary exceptions and intercreditor arrangements. The revolving credit commitments under the Credit Facility were reduced to $425 million upon the effectiveness of the ABL facility. In connection with entering into the ABL Credit Agreement and the ABL Facility, we repaid in full and terminated our Receivables Facility. At September 30, 2019, the available borrowing base under the ABL Facility was $854 million, of which we had outstanding borrowings of $673 million.

The ABL Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting our 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) engage in mergers, acquisitions and asset sales, (7) conduct transactions with affiliates, (8) alter the nature of the Company’s, CHS’ or the guarantors’ businesses, (9) grant certain guarantees with respect to physician practices, (10) engage in sale and leaseback transactions or (11) change our fiscal year. We are also required to comply with a consolidated fixed coverage ratio, upon certain triggering events described below, and various affirmative covenants. The consolidated fixed coverage ratio is calculated as the ratio of (x) consolidated EBITDA (as defined in the ABL Facility) less capital expenditures to (y) the sum of consolidated interest expense (as defined in the ABL Facility), scheduled principal payments, income taxes and restricted payments made in cash or in permitted investments. For purposes of calculating the consolidated fixed charge coverage ratio, the calculation of consolidated EBITDA as defined in the ABL Facility is a trailing 12-month calculation that begins with consolidated net income attributable to Holdings, with certain 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. The consolidated fixed charge coverage ratio is a required covenant only in periods where the total borrowings outstanding under the ABL Facility reduce the amount available in the facility to less than the greater of (i) $95 million and (ii) 10% of the calculated borrowing base. At September 30, 2019, we were not subject to the consolidated fixed charge coverage ratio as such triggering event had not occurred during the twelve months ended September 30, 2019.

On June 22, 2018, CHS completed offers to exchange (i) up to $1.925 billion aggregate principal amount of its new Junior-Priority Secured Notes due 2023, or the 2023 Junior-Priority Notes, in exchange for any and all of its $1.925 billion aggregate principal amount of outstanding 8% Senior Notes, (ii) up to $1.200 billion aggregate principal amount of its new 8¹⁄₈% Junior-Priority Secured Notes due 2024, or the 2024 Junior-Priority Notes, in exchange for any and all of its $1.200 billion aggregate principal amount of outstanding 7¹⁄₈% Senior Notes, and (iii) to the extent that less than all of the outstanding 8% Senior Notes and 7¹⁄₈% Senior Notes were tendered in the exchange offers, up to an aggregate principal amount of 2024 Junior-Priority Notes equal to, when taken together with the total notes issued in exchange for the validly tendered and accepted 8% Senior Notes and 7¹⁄₈% Senior Notes, $3.125 billion, in exchange for its outstanding 6⁷⁄₈% Senior Notes. Upon completion of the exchange offers, CHS issued (i) approximately $1.770 billion aggregate principal amount of the 2023 Junior-Priority Notes in exchange for the same amount of 8% Senior Notes, (ii) approximately $1.079 billion aggregate principal amount of the 2024 Junior-Priority Notes in exchange for the same amount of 7¹⁄₈% Senior Notes and (iii) approximately $276 million aggregate principal amount of the 2024 Junior-Priority Notes in exchange for approximately $368 million of 6⁷⁄₈% Senior Notes.

On July 6, 2018, CHS completed an offering of $1.033 billion aggregate principal amount of 8⁵⁄₈% Senior Secured Notes due 2024, or the 8⁵⁄₈% Senior Secured Notes. We used the proceeds from this offering to repay the outstanding balance owed under the Term G Loan and pay fees and expenses related to the offering. The terms of the 8⁵⁄₈% Senior Secured Notes are governed by an indenture, dated as of July 6, 2018, among CHS, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee and Credit Suisse AG, as collateral agent. The 8⁵⁄₈% Senior Secured Notes bear interest at a rate of 8⁵⁄₈% per year payable semi-annually in arrears on January 15 and July 15 of each year, which interest payments commenced on January 15, 2019. The 8⁵⁄₈% Senior Secured Notes are unconditionally guaranteed on a senior-priority secured basis by us and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS’ senior secured credit facilities, CHS’ ABL facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS.

On March 6, 2019, CHS completed an offering of $1.601 billion aggregate principal amount of 8% Senior Secured Notes due 2026, or the 8% Senior Secured Notes. We used the proceeds from this offering to repay the outstanding balance owed under the Term H Facility and pay fees and expenses related to the offering. The terms of the 8% Senior Secured Notes are governed by an indenture, dated as of March 6, 2019, among CHS, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee and Credit Suisse AG, as collateral agent. The 8% Senior Secured Notes bear interest at a rate of 8% per year payable semi-annually in arrears on March 15 and September 15 of each year, which interest payments commenced on September 15, 2019. The 8% Senior Secured Notes are unconditionally guaranteed on a senior-priority secured basis by us and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS’ senior secured credit facilities, CHS’ ABL facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS.

On October 29, 2019, we announced that CHS intends to commence an offer to exchange all of its $2.632 billion aggregate principal amount of outstanding 6⁷⁄₈% Senior Notes for a combination of (i) $700 million aggregate principal amount of new 8.000% Senior Secured Notes due 2027 and (ii) up to $1.932 billion aggregate principal amount of new 6.875% Senior Unsecured Notes due 2028.

As of September 30, 2019, we are currently a party to one interest rate swap agreement to limit the effect of changes in interest rates on approximately 44.6% of our variable rate debt. We receive a variable rate of interest on this swap based on the three-month LIBOR, in exchange for the payment by us of a fixed rate of interest. See Note 11 in the footnotes to the condensed consolidated financial statements for further information on our interest rate swap agreement.

The indentures that govern our outstanding notes contain various covenants that limit our ability to take certain actions, including our ability to:

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incur, assume or guarantee additional indebtedness;

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issue redeemable stock and preferred stock;

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repurchase capital stock;

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make restricted payments, including paying dividends and making certain loans, acquisitions and investments;

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redeem debt that is subordinated in right of payment to our outstanding notes;

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create liens;

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sell or otherwise dispose of assets, including capital stock of subsidiaries;

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impair the security interests;

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enter into agreements that restrict dividends and certain other payments from subsidiaries;

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merge, consolidate, sell or otherwise dispose of substantially all of our assets;

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enter into transactions with affiliates; and

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guarantee certain obligations.

The indentures governing each of the 2023 Junior-Priority Notes and 2024 Junior-Priority Notes also prohibit CHS from purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring any outstanding 8% Senior Notes and 7¹⁄₈% Senior Notes with: (a) cash or cash equivalents on hand as of the consummation of such exchange offers; (b) cash generated from operations; (c) proceeds from assets sales; or (d) proceeds from the issuance of, or in exchange for, secured debt, in each case, prior to the date that is 60 days prior to the relevant maturity dates of such 8% Senior Notes and 7¹⁄₈% Senior Notes, as applicable.

Our ability to meet the restricted covenants and financial ratios and tests in our Credit Facility, ABL Facility and the indentures governing our outstanding notes can be affected by events beyond our control, and we cannot assure you that we will meet those tests. A breach of any of these covenants could result in a default under our Credit Facility, ABL Facility and/or the indentures that govern our outstanding notes. Upon the occurrence of an event of default under our Credit Facility, ABL Facility or indentures that govern our outstanding notes, all amounts outstanding under our Credit Facility, ABL Facility and the indentures that govern our outstanding notes may become immediately due and payable and all commitments under the Credit Facility or ABL Facility to extend further credit may be terminated.

We believe that internally generated cash flows, current levels of cash availability for additional borrowings under our Credit Facility, of approximately $385 million, of which approximately $145 million is in the form of outstanding letters of credit, the availability under our new ABL Facility and our ability to amend the Credit Facility to provide for one or more incremental tranches of term loans and revolving credit commitments in an aggregate principal amount of up to $500 million, in each case subject to certain limitations as set forth in the Credit Facility, as well as our continued access to the capital markets, will be sufficient to finance acquisitions, capital expenditures, working capital requirements, and any debt repurchases or other debt repayments we may elect to make or be required to make through the next 12 months.

We may elect from time to time to purchase our outstanding debt in open market purchases, privately negotiated transactions or otherwise. Any such debt repurchases will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions, applicable securities laws requirements, and other factors.

Off-balance Sheet Arrangements

Off-balance sheet arrangements consist of letters of credit of $145 million issued on our Revolving Facility, primarily in support of potential insurance-related claims and certain bonds, as well as approximately $21 million representing the maximum potential amount of future payments under physician recruiting guarantee commitments in excess of the liability recorded at September 30, 2019.

Noncontrolling Interests

We have sold noncontrolling interests in certain of our subsidiaries or acquired subsidiaries with existing noncontrolling interest ownership positions. As of September 30, 2019, we have hospitals in 13 of the markets we serve, with noncontrolling physician ownership interests ranging from less than 1% to 40%. In addition, we have nine other hospitals with noncontrolling interests owned by non-profit entities. Redeemable noncontrolling interests in equity of consolidated subsidiaries was $498 million and $504 million as of September 30, 2019 and December 31, 2018, respectively, and noncontrolling interests in equity of consolidated subsidiaries was $83 million and $72 million as of September 30, 2019 and December 31, 2018, respectively. The amount of net income attributable to noncontrolling interests was $19 million and $17 million for the three months ended September 30, 2019 and 2018, respectively, and $58 million and $55 million for the nine months ended September 30, 2019 and 2018, respectively. As a result of the change in the Stark Law “whole hospital” exception included in the Affordable Care Act, we are not permitted to introduce physician ownership at any of our hospital facilities that did not have physician ownership at the time of the adoption of the Affordable Care Act, or increase the aggregate percentage of physician ownership in any of our former or existing hospital joint ventures in excess of the aggregate physician ownership level held at the time of the adoption of the Affordable Care Act.

Reimbursement, Legislative and Regulatory Changes

Ongoing legislative and regulatory efforts could reduce or otherwise adversely affect the payments we receive from Medicare and Medicaid and other payors. Within the statutory framework of the Medicare and Medicaid programs, there are substantial areas subject to administrative rulings, interpretations and discretion which may further affect payments made under those programs, and the federal and state governments might, in the future, reduce the funds available under those programs or require more stringent utilization and quality reviews of hospital facilities. Additionally, there may be a continued rise in managed care programs and additional restructuring of the financing and delivery of healthcare in the United States. These events could cause our future financial results to be adversely impacted. We cannot estimate the impact of Medicare and Medicaid reimbursement changes that have been enacted or are under consideration. We cannot predict whether additional reimbursement reductions will be made or whether any such changes or other restructuring of the financing and delivery of healthcare would have a material adverse effect on our business, financial conditions, results of operations, cash flow, capital resources and liquidity.

Inflation

The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. In addition, our suppliers pass along rising costs to us in the form of higher prices. We have implemented cost control measures, including our case and resource management program, to curb increases in operating costs and expenses. We have generally offset increases in operating costs by increasing reimbursement for services, expanding services and reducing costs in other areas. However, we cannot predict our ability to cover or offset future cost increases, particularly any increases in our cost of providing health insurance benefits to our employees.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described below.

Revenue Recognition

Upon our adoption of the new revenue recognition standard in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification Topic 606, or ASC 606, we record net operating revenues at the transaction price estimated to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on our standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and patient price concessions. During the nine months ended September 30, 2019, the impact of changes to the inputs used to determine the transaction price was considered immaterial to the current period.

Net operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems and provisions of cost-reimbursement and other payment methods. In addition, we are reimbursed by non-governmental payors using a variety of payment methodologies. Amounts we receive for treatment of patients covered by these programs are generally less than the standard billing rates. Explicit price concessions are recorded for contractual allowances that are calculated and recorded through internally-developed data collection and analysis tools to automate the monthly estimation of required contractual allowances. Within this automated system, payors’ historical paid claims data are utilized to calculate the contractual allowances. This data is automatically updated on a monthly basis. All hospital contractual allowance calculations are subjected to monthly review by management to ensure reasonableness and accuracy. We account for the differences between the estimated program reimbursement rates and the standard billing rates as contractual allowance adjustments, which is one component of the deductions from gross revenues to arrive at net operating revenues. The process of estimating contractual allowances requires us to estimate the amount expected to be received based on payor contract provisions. The key assumption in this process is the estimated contractual reimbursement percentage, which is based on payor classification, historical paid claims data and, when applicable, application of the expected managed care plan reimbursement based on contract terms.

Due to the complexities involved in these estimates, actual payments we receive could be different from the amounts we estimate and record. If the actual contractual reimbursement percentage under government programs and managed care contracts differed by 1% at September 30, 2019 from our estimated reimbursement percentage, net loss for the nine months ended September 30, 2019 would have changed by approximately $83 million, and net accounts receivable at September 30, 2019 would have changed by $104 million. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. We account for adjustments to previous program reimbursement estimates as contractual allowance adjustments and report them in the periods that such adjustments become known. Contractual allowance adjustments related to final settlements and previous program reimbursement estimates impacted net operating revenues and net loss by an insignificant amount for each of the nine-month periods ended September 30, 2019 and 2018.

Patient Accounts Receivable

Substantially all of our accounts receivable are related to providing healthcare services to patients at our hospitals and affiliated businesses. Collection of these accounts receivable is our primary source of cash and is critical to our operating performance. Our primary collection risks relate to uninsured patients and outstanding patient balances for which the primary insurance payor has paid some but not all of the outstanding balance, with the remaining outstanding balance (generally deductibles and co-payments) owed by the patient. For all procedures scheduled in advance, our policy is to verify insurance coverage prior to the date of the procedure. Insurance coverage is not verified in advance of procedures for walk-in and emergency room patients.

We estimate any adjustments to the transaction price for implicit price concessions 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. Our ability to estimate the transaction price and any implicit price concessions is not impacted by not utilizing an aging of our net accounts receivable as we believe that substantially all of the risk exists at the point in time such accounts are identified as self-pay. The percentage used to reserve for all self-pay accounts is based on our collection history. We believe that we collect substantially all of our third-party insured receivables, which include receivables from governmental agencies.

Patient accounts receivable can be impacted by the effectiveness of our collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. We also continually review the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, 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. If the actual collection percentage differed by 1% at September 30, 2019 from our estimated collection percentage as a result of a change in expected recoveries, net loss for the nine months ended September 30, 2019 would have changed by $54 million, and net accounts receivable at September 30, 2019 would have changed by $68 million. We also continually review our overall reserve adequacy by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, 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.

Our policy is to write-off gross accounts receivable if the balance is under $10.00 or when such amounts are placed with outside collection agencies. We believe this policy accurately reflects our ongoing collection efforts and is consistent with industry practices. We had approximately $4.4 billion at September 30, 2019 and $4.7 billion December 31, 2018, being pursued by various outside collection agencies. We expect to collect less than 3%, net of estimated collection fees, of the amounts being pursued by outside collection agencies. As these amounts have been written-off, they are not included in our accounts receivable. Collections on amounts previously written-off are recognized as a recovery of net operating revenues when received. However, we take into consideration estimated collections of these future amounts written-off in determining the implicit price concessions used to measure the transaction price for the applicable portfolio of patient accounts receivable.

All of the following information is derived from our hospitals, excluding clinics, unless otherwise noted.

Patient accounts receivable from our hospitals represent approximately 98% of our total consolidated accounts receivable.

Days revenue outstanding, adjusted for the impact of receivables for state Medicaid supplemental payment programs, was 59 days at September 30, 2019 and 58 days at December 31, 2018.

Total gross accounts receivable (prior to allowance for contractual adjustments and implicit price concessions) was approximately $16.9 billion at September 30, 2019 and $17.2 billion at December 31, 2018. The approximate percentage of total gross accounts receivable (prior to allowance for contractual adjustments and implicit price concessions) summarized by aging categories is as follows:


As of September 30, 2019:
		% of Gross Receivables
	Payor	0 - 90 Days		90 - 180 Days		180 - 365 Days		Over 365 Days
	Medicare		14 %		- %		- %		- %
	Medicaid		7 %		1 %		1 %		1 %
	Managed Care and Other		25 %		4 %		3 %		3 %
	Self-Pay		10 %		8 %		10 %		13 %

As of December 31, 2018:

		% of Gross Receivables
	Payor	0 - 90 Days		90 - 180 Days		180 - 365 Days		Over 365 Days
	Medicare		14 %		- %		- %		- %
	Medicaid		7 %		1 %		1 %		1 %
	Managed Care and Other		26 %		4 %		3 %		3 %
	Self-Pay		9 %		8 %		10 %		13 %

The approximate percentage of total gross accounts receivable (prior to allowances for contractual adjustments and implicit price concessions) summarized by payor is as follows:


	September 30,			December 31,
	2019			2018
Insured receivables		59.9	%		60.0	%
Self-pay receivables		40.1			40.0

Total		100.0	%		100.0	%

The combined total at our hospitals and clinics for the estimated implicit price concessions for self-pay accounts receivable and allowances for other self-pay discounts and contractuals, as a percentage of gross self-pay receivables, was approximately 90% at both September 30, 2019 and December 31, 2018. During the three months ended September 30, 2018, we directed the placement with outside collection agencies of approximately $1.3 billion of gross self-pay accounts receivable. Since these receivables were fully reserved at the time of write-off, the overall percentage of reserves for the remaining self-pay accounts receivable decreased. If the receivables that have been written-off, but where collections are still being pursued by outside collection agencies, were included in both the allowances and gross self-pay receivables specified above, the percentage of combined allowances to total self-pay receivables would have been approximately 94% at both September 30, 2019 and December 31, 2018.

Goodwill and Other Intangibles

Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill is evaluated for impairment annually 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. During 2017, we early adopted Accounting Standards Update, or ASU 2017-04, which allows a company to record a goodwill impairment when the reporting units carrying value exceeds the fair value determined in step one. Our most recent goodwill evaluation was performed during the fourth quarter of 2018 with an October 31, 2018 measurement date, which indicated no impairment. The next annual goodwill evaluation will be performed during the fourth quarter of 2019 with an October 31, 2019 measurement date.

At September 30, 2019, we had approximately $4.5 billion of goodwill recorded, all of which resides at our hospital operations reporting unit.

While no impairment was indicated in our most recent annual goodwill evaluation as of the October 31, 2018 measurement date, the reduction in our fair value and the resulting goodwill impairment charges recorded in 2016 and 2017 reduced the carrying value of our hospital operations reporting unit to an amount equal to our estimated fair value. This increases the risk that future declines in fair value could result in goodwill impairment. The determination of fair value in step one of our goodwill impairment analysis is based on an estimate of fair value for the hospital operations 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 our common stock or fair value of our 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 our stock price or fair value of our long-term debt, lower than expected hospital volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of our fair value could result in a material impairment charge in the future.

Impairment or Disposal of Long-Lived Assets

Whenever events or changes in circumstances indicate that the carrying values of certain long-lived assets may be impaired, we project the undiscounted cash flows expected to be generated by these assets. If the projections indicate that the reported amounts are not expected to be recovered, such amounts are reduced to their estimated fair value based on a quoted market price, if available, or an estimate based on valuation techniques available in the circumstances.

Professional Liability Claims

As part of our business of owning and operating hospitals, we are subject to legal actions alleging liability on our part. We accrue for losses resulting from such liability claims, as well as loss adjustment expenses that are out-of-pocket and directly related to such liability claims. These direct out-of-pocket expenses include fees of outside counsel and experts. We do not accrue for costs that are part of our corporate overhead, such as the costs of our in-house legal and risk management departments. The losses resulting from professional liability claims primarily consist of estimates for known claims, as well as estimates for incurred but not reported claims. The estimates are based on specific claim facts, our historical claim reporting and payment patterns, the nature and level of our hospital operations, and actuarially determined projections. The actuarially determined projections are based on our actual claim data, including historic reporting and payment patterns which have been gathered over an approximately 20-year period. As discussed below, since we purchase excess insurance on a claims-made basis that transfers risk to third-party insurers, the liability we accrue does include an amount for the losses covered by our excess insurance. We also record a receivable for the expected reimbursement of losses covered by our excess insurance. Since we believe that the amount and timing of our future claims payments are reliably determinable, we discount the amount we accrue for losses resulting from professional liability claims using the risk-free interest rate corresponding to the timing of our expected payments.

The net present value of the projected payments was discounted using a weighted-average risk-free rate 3.1%, 2.2% and 1.8% in 2018, 2017 and 2016, respectively. This liability is adjusted for new claims information in the period such information becomes known to us. Professional malpractice expense includes the losses resulting from professional liability claims and loss adjustment expense, as well as paid excess insurance premiums, and is presented within other operating expenses in the accompanying condensed consolidated statements of loss.

Our processes for obtaining and analyzing claims and incident data are standardized across all of our hospitals and have been consistent for many years. We monitor the outcomes of the medical care services that we provide and for each reported claim, we obtain various information concerning the facts and circumstances related to that claim. In addition, we routinely monitor current key statistics and volume indicators in our assessment of utilizing historical trends. The average lag period between claim occurrence and payment of a final settlement is between three and four years, although the facts and circumstances of individual claims could result in the timing of such payments being different from this average. Since claims are paid promptly after settlement with the claimant is reached, settled claims represent approximately 1.0% of the total liability at the end of any period.

For purposes of estimating our individual claim accruals, we utilize specific claim information, including the nature of the claim, the expected claim amount, the year in which the claim occurred and the laws of the jurisdiction in which the claim occurred. Once the case accruals for known claims are determined, information is stratified by loss layers and retentions, accident years, reported years, geography, and claims relating to the acquired HMA hospitals versus claims relating to our other hospitals. Several actuarial methods are used against this data to produce estimates of ultimate paid losses and reserves for incurred but not reported claims. Each of these methods uses our company-specific historical claims data and other information. This company-specific data includes information regarding our business, including historical paid losses and loss adjustment expenses, historical and current case loss reserves, actual and projected hospital statistical data, a variety of hospital census information, employed physician information, professional liability retentions for each policy year, geographic information and other data.

Based on these analyses, we determine our estimate of the professional liability claims. The determination of management’s estimate, including the preparation of the reserve analysis that supports such estimate, involves subjective judgment of management. Changes in reserving data or the trends and factors that influence reserving data may signal fundamental shifts in our future claim development patterns or may simply reflect single-period anomalies. Even if a change reflects a fundamental shift, the full extent of the change may not become evident until years later. Moreover, since our methods and models use different types of data and we select our liability from the results of all of these methods, we typically cannot quantify the precise impact of such factors on our estimates of the liability. Due to our standardized and consistent processes for handling claims and the long history and depth of our company-specific data, our methodologies have historically produced reliably determinable estimates of ultimate paid losses. Management considers any changes in the amount and pattern of its historical paid losses up through the most recent reporting period to identify any fundamental shifts or trends in claim development experience in determining the estimate of professional liability claims. However, due to the subjective nature of this estimate and the impact that previously unforeseen shifts in actual claim experience can have, future estimates of professional liability could be adversely impacted when actual paid losses develop unexpectedly based on assumptions and settlement events that were not previously known or anticipated.

During the nine months ended September 30, 2019, we experienced a significant increase in the amounts paid to settle outstanding professional liability claims, compared to the same period in the prior year and to previous actuarially determined estimates. This increase in claims paid related to claims incurred in 2016 and prior years and was primarily related to divested hospitals. The settlement of these claims at amounts greater than the previously determined actuarial estimates resulted in us recording a $70 million change in estimate during the three months ended June 30, 2019, and an additional $20 million change in estimate during the three months ended September 30, 2019 based on updated actuarial estimates.

We are primarily self-insured for these claims; however, we obtain excess insurance that transfers the risk of loss to a third-party insurer for claims in excess of our self-insured retentions. Our excess insurance is underwritten on a claims-made basis. For claims reported prior to June 1, 2002, substantially all of our professional and general liability risks were subject to a less than $1 million per occurrence self-insured retention and for claims reported from June 1, 2002 through June 1, 2003, these self-insured retentions were $2 million per occurrence. Substantially all claims reported after June 1, 2003 and before June 1, 2005 are self-insured up to $4 million per claim. Substantially all claims reported on or after June 1, 2005 and before June 1, 2014 are self-insured up to $5 million per claim. Substantially all claims reported on or after June 1, 2014 and before June 1, 2018 are self-insured up to $10 million per claim. Substantially all claims reported on or after June 1, 2018 are self-insured up to $15 million per claim. Management, on occasion, has selectively increased the insured risk at certain hospitals based upon insurance pricing and other factors and may continue that practice in the future. Excess insurance for all hospitals has been purchased through commercial insurance companies and generally covers us for liabilities in excess of the self-insured retentions. The excess coverage consists of multiple layers of insurance, the sum of which totals up to $95 million per occurrence and in the aggregate for claims reported on or after June 1, 2003, up to $145 million per occurrence and in the aggregate for claims reported on or after January 1, 2008, up to $195 million per occurrence and in the aggregate for claims reported on or after June 1, 2010, and up to $220 million per occurrence and in the aggregate for claims reported on or after June 1, 2015. In addition, for integrated occurrence malpractice claims, there is an additional $50 million of excess coverage for claims reported on or after June 1, 2014 and an additional $75 million of excess coverage for claims reported on or after June 1, 2015. For certain policy years prior to June 1, 2014, if the first aggregate layer of excess coverage becomes fully utilized, then the self-insured retention will increase to $10 million per claim for any subsequent claims in that policy year until our total aggregate coverage is met. Beginning June 1, 2018, this drop-down provision in the excess policies attaches over the $15 million per claim self-insured retention.

Effective June 1, 2014, the hospitals acquired from HMA were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims reported on or after June 1, 2014 except for physician-related claims with an occurrence date prior to June 1, 2014. Prior to June 1, 2014, the former HMA hospitals obtained insurance coverage through a wholly-owned captive insurance subsidiary and a risk retention group subsidiary which are domiciled in the Cayman Islands and South Carolina, respectively. Those insurance subsidiaries, which are collectively referred to as the “Insurance Subsidiaries,” provided (i) claims-made coverage to all of the former HMA hospitals and (ii) occurrence-basis coverage to most of the physicians employed by the former HMA hospitals. The employed physicians not covered by the Insurance Subsidiaries generally maintained claims-made policies with unrelated third party insurance companies. To mitigate the exposure of the program covering the former HMA hospitals and other healthcare facilities, the Insurance Subsidiaries bought claims-made reinsurance policies from unrelated third parties for claims above self-retention levels of $10 million or $15 million per claim, depending on the policy year.

Effective January 1, 2008, the former Triad hospitals were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims occurring on or after January 1, 2002 and reported on or after January 1, 2008. Substantially all losses for the former Triad hospitals in periods prior to May 1, 1999 were insured through a wholly-owned insurance subsidiary of HCA, Triad’s owner prior to that time, and excess loss policies maintained by HCA. HCA has agreed to indemnify the former Triad hospitals in respect of claims covered by such insurance policies arising prior to May 1, 1999. From May 1, 1999 through December 31, 2006, the former Triad hospitals obtained insurance coverage on a claims incurred basis from HCA’s wholly-owned insurance subsidiary with excess coverage obtained from other carriers that is subject to certain deductibles. Effective for claims incurred after December 31, 2006, Triad began insuring its claims from $1 million to $5 million through its wholly-owned captive insurance company, replacing the coverage provided by HCA. Substantially all claims occurring during 2007 were self-insured up to $10 million per claim.

Income Taxes

We must make estimates in recording provision for income taxes, including determination of deferred tax assets and deferred tax liabilities and any valuation allowances that might be required against the deferred tax assets. We believe that future income will enable us to realize certain deferred tax assets, subject to the valuation allowance we have established.

The total amount of unrecognized benefit that would impact the effective tax rate, if recognized, was approximately $1 million as of September 30, 2019. A total of approximately $1 million of interest and penalties is included in the amount of liability for uncertain tax positions at September 30, 2019. It is our policy to recognize interest and penalties related to unrecognized benefits in our 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, we do not anticipate the change will have a material impact on our condensed consolidated results of operations or condensed consolidated financial position.

Our federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to our consolidated results of operations or consolidated financial position. Our federal income tax returns for the 2014 and 2015 tax years remain under examination by the Internal Revenue Service. We believe the results of these examinations will not be material to our consolidated results of operations or consolidated financial position. We have extended the federal statute of limitations through December 31, 2020 for Community Health Systems, Inc. for the tax periods ended December 31, 2014 and 2015.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-15 to provide guidance on the accounting for implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract. This ASU requires entities to account for such costs consistent with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact that adoption of this ASU will have on our consolidated financial position and results of operations.

In June 2016, the FASB issued ASU 2016-13, which introduced a new model for recognizing credit losses on financial instruments based on an estimate of the current expected credit losses. The new current expected credit losses (“CECL”) model generally calls for the immediate recognition of all expected credit losses and applies to financial instruments and other assets, including accounts receivable and other financial assets measured at amortized cost, debt securities and other financial assets. This guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact that adoption of this ASU will have on our consolidated financial position and results of operations.

FORWARD-LOOKING STATEMENTS

Some of the matters discussed in this Report include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “thinks,” and similar expressions are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, among other things:

•

general economic and business conditions, both nationally and in the regions in which we operate;

•

the impact of current or future federal and state health reform initiatives, including, without limitation, the Affordable Care Act, and the potential for the Affordable Care Act to be repealed or found unconstitutional or for additional changes to the law, its implementation or its interpretation (including through executive orders and court challenges);

•

the extent to which states support increases, decreases or changes in Medicaid programs, implement health insurance exchanges or alter the provision of healthcare to state residents through regulation or otherwise;

•

the future and long-term viability of health insurance exchanges and potential changes to the beneficiary enrollment process;

•

risks associated with our substantial indebtedness, leverage and debt service obligations, the fact that a substantial portion of our indebtedness will mature and become due in the near future, including our ability to refinance such indebtedness on acceptable terms or to incur additional indebtedness, and our ability to remain in compliance with debt covenants;

•

demographic changes;

•

changes in, or the failure to comply with, federal, state or local laws or governmental regulations affecting our business;

•

potential adverse impact of known and unknown government investigations, audits, and federal and state false claims act litigation and other legal proceedings;

•

our ability, where appropriate, to enter into and maintain provider arrangements with payors and the terms of these arrangements, which may be further affected by the increasing consolidation of health insurers and managed care companies and vertical integration efforts involving payors and healthcare providers;

•

changes in, or the failure to comply with, contract terms with payors and changes in reimbursement rates paid by federal or state healthcare programs or commercial payors;

•

any potential additional impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets;

•

changes in inpatient or outpatient Medicare and Medicaid payment levels and methodologies;

•

the effects related to the continued implementation of the sequestration spending reductions and the potential for future deficit reduction legislation;

•

increases in the amount and risk of collectability of patient accounts receivable, including decreases in collectability which may result from, among other things, self-pay growth and difficulties in recovering payments for which patients are responsible, including co-pays and deductibles;

•

the efforts of insurers, healthcare providers, large employer groups and others to contain healthcare costs, including the trend toward value-based purchasing;

•

increases in wages as a result of inflation or competition for highly technical positions and rising supply and drug costs due to market pressure from pharmaceutical companies and new product releases;

•

liabilities and other claims asserted against us, including self-insured malpractice claims;

•

competition;

•

our ability to attract and retain, at reasonable employment costs, qualified personnel, key management, physicians, nurses and other healthcare workers;

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trends toward treatment of patients in less acute or specialty healthcare settings, including ambulatory surgery centers or specialty hospitals;

•

changes in medical or other technology;

•

changes in U.S. GAAP;

•

the availability and terms of capital to fund any additional acquisitions or replacement facilities or other capital expenditures;

•

our ability to successfully make acquisitions or complete divestitures, including the disposition of hospitals and non-hospital businesses pursuant to our portfolio rationalization and deleveraging strategy, our ability to complete any such acquisitions or divestitures on desired terms or at all, the timing of the completion of any such acquisitions or divestitures, and our ability to realize the intended benefits from any such acquisitions or divestitures;

•

the impact that changes in our relationships with joint venture or syndication partners could have on effectively operating our hospitals or ancillary services or in advancing strategic opportunities;

•

our ability to successfully integrate any acquired hospitals, or to recognize expected synergies from acquisitions;

•

the impact of seasonal severe weather conditions, including the timing and amount of insurance recoveries in relation to severe weather events;

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our ability to obtain adequate levels of insurance, including general liability, professional liability, and directors and officers liability insurance;

•

timeliness of reimbursement payments received under government programs;

•

effects related to outbreaks of infectious diseases;

•

the impact of prior or potential future cyber-attacks or security breaches;

•

any failure to comply with the terms of the Corporate Integrity Agreement;

•

the concentration of our revenue in a small number of states;

•

our ability to realize anticipated cost savings and other benefits from our current strategic and operational cost savings initiatives;

•

changes in interpretations, assumptions and expectations regarding the Tax Cuts and Jobs Act; and

•

the other risk factors set forth in our 2018 Form 10-K, and our other public filings with the SEC.

Although we believe that these forward-looking statements are based upon reasonable assumptions, these assumptions are inherently subject to significant regulatory, economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and may be beyond our control. Accordingly, we cannot give any assurance that our expectations will in fact occur, and we caution that actual results may differ materially from those in the forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this filing. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to interest rate changes, primarily as a result of our Credit Facility which bears interest based on floating rates. In order to manage the volatility relating to the market risk, we entered into interest rate swap agreements to manage our exposure to these fluctuations, as described under the heading “Liquidity and Capital Resources” in Part I, Item 2. We utilize risk management procedures and controls in executing derivative financial instrument transactions. We do not execute transactions or hold derivative financial instruments for trading purposes. Derivative financial instruments related to interest rate sensitivity of debt obligations are used with the goal of mitigating a portion of the exposure when it is cost effective to do so. As of September 30, 2019, our one outstanding interest rate swap agreement with a notional amount of approximately $300 million represented approximately 44.6% of our variable rate debt.

A 1% change in interest rates on variable rate debt in excess of that amount covered by interest rate swaps would have resulted in interest expense fluctuating approximately less than $1 million and $2 million for the three months ended September 30, 2019 and 2018, respectively, and $3 million and $9 million for the nine months ended September 30, 2019 and 2018, respectively.

Item 4. Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, with the participation of other members of management, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on such evaluations, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective (at the reasonable assurance level) to ensure that the information required to be included in this report has been recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that the information required to be included in this report was accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the three months ended September 30, 2019 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we receive inquiries or subpoenas from state regulators, state Medicaid Fraud Control units, fiscal intermediaries, the Centers for Medicare and Medicaid Services, the Department of Justice and other government entities regarding various Medicare and Medicaid issues. In addition to the matters discussed below, we are currently responding to subpoenas and administrative demands concerning (a) an inquiry regarding sleep labs at two Louisiana hospitals (one formerly owned), (b) a civil investigative demand concerning short-term Medicaid eligibility determinations processed by third party vendors at one of our Pennsylvania hospitals, (c) a subpoena related to certain services provided by a formerly-employed physician to Medicaid beneficiaries at one of our New Mexico hospitals, (d) an inquiry regarding certain services performed by one of our affiliated emergency services companies in Pennsylvania, and (e) an inquiry related to call coverage services provided by a cardiology group at one of our Tennessee hospitals. In addition, we are subject to other claims and lawsuits arising in the ordinary course of our business including lawsuits and claims related to billing practices and the administration of charity care policies at our hospitals. 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 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 our 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 our results of operations or cash flows for any particular reporting period. Settlements of suits involving Medicare and Medicaid issues routinely require both monetary payments as well as corporate integrity agreements. Additionally, qui tam or “whistleblower” actions initiated under the civil False Claims Act may be pending but placed under seal by the court to comply with the False Claims Act’s requirements for filing such suits. In September 2014, the Criminal Division of the United States Department of Justice, or DOJ, announced that all qui tam cases will be shared with their Division to determine if a parallel criminal investigation should be opened. The Criminal Division has also frequently stated an intention to pursue corporations in criminal prosecutions. From time to time, we detect issues of non-compliance with Federal healthcare laws pertaining to claims submission and reimbursement practices and/or financial relationships with physicians. We avail ourselves of various mechanisms to address potential overpayments arising out of these issues, including repayment of claims, rebilling of claims, and participation in voluntary disclosure protocols offered by the Centers for Medicare and Medicaid Services and the Office of the Inspector General. Participating in voluntary repayments and voluntary disclosure protocols can have the potential for significant settlement obligations or even enforcement action.

The following legal proceedings are described in detail because, although they may not be required to be disclosed in this Part II, Item 1 under SEC rules, due to the nature of the business of the Company, we believe that the following discussion of these matters may provide useful information to security holders. This discussion does not include claims and lawsuits covered by medical malpractice, general liability or employment practices insurance and risk retention programs, none of which claims or lawsuits would in any event be required to be disclosed in this Part II, Item 1 under SEC rules. Certain of the matters referenced below are also discussed in Note 15 of the Notes to Consolidated Financial Statements included under Part I, Item 1 of this Form 10-Q.

Shareholder Litigation

2011 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 our common stock between July 27, 2006 and April 11, 2011 and allege that misleading statements resulted in artificially inflated prices for our 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 our motion to dismiss, the court permitted the plaintiffs to file a first amended consolidated class action complaint which was filed on October 5, 2015. Our motion to dismiss was filed on November 4, 2015 and oral argument took place on April 11, 2016. Our 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 was heard on May 3, 2017. On December 13, 2017, the Sixth Circuit reversed the trial court’s dismissal of the case and remanded it to the District Court. We filed a renewed partial motion to dismiss on February 9, 2018, which was denied by the District Court on September 24, 2018. We also filed a petition for writ of certiorari with the United States Supreme Court on April 18, 2018 seeking review of the Sixth Circuit’s decision. The United States Supreme Court denied the petition for a writ of certiorari on October 1, 2018. The District Court granted the Plaintiff’s motion for class certification on July 26, 2019. We filed a petition for permission to appeal the District Court’s class certification order in the Sixth Circuit Court of Appeals on August 9, 2019, and that petition was denied on October 23, 2019. Trial for this matter is set for December 1, 2020. We believe this consolidated matter is without merit and will vigorously defend this case.

Caleb Padilla, individually and on behalf of all others similarly situated v Community Health Systems, Inc., Wayne T. Smith, Larry Cash, and Thomas J. Aaron. This purported federal securities class action was filed in the United States District Court for the Middle District of Tennessee on May 30, 2019. It seeks class certification on behalf of purchasers of our common stock between February 20, 2017 and February 27, 2018 and alleges misleading statements resulted in artificially inflated prices for our common stock. No responsive pleading is due to the complaint at this time, pending the District Court’s appointment of a lead plaintiff in the action and the lead plaintiff’s filing of a consolidated complaint. We believe this matter is without merit and will vigorously defend this case.

Padilla Derivative Litigation. Three purported shareholder derivative cases have been filed in two District Courts relating to the factual allegations in the Padilla litigation; namely, Faisal Hussain v. Wayne T. Smith, et al, filed August 12, 2019 in the United States District Court for the District of Delaware; Roger Trombley v. Wayne T. Smith, et al, filed August 20, 2019 in the United States District Court for the Middle District of Tennessee; and Susheel Tanjavoor v. Wayne T. Smith, et al., filed August 29, 2019, in the United States District Court for the District of Delaware. All three seek relief derivatively and on behalf of Community Health Systems, Inc. against certain Company officers and directors based on alleged breaches of fiduciary duty, unjust enrichment, and other acts related to certain Company disclosures in 2017 and 2018 regarding the Company’s adoption of Accounting Standards Update 2014-09, which the Company adopted effective January 1, 2018. All three cases have been stayed by agreement.

Section 220 Demand. On September 19, 2019, the Company received a demand from Kevin Aronson, a Company shareholder, purporting to demand inspection of certain Company books and records pursuant to Title 8, Section 220 of the Delaware General Corporation Law Code. The alleged grounds for Mr. Aronson’s demand are similar to the allegations in the Padilla and Padilla derivative litigation. The Company provided a response to Mr. Aronson’s demand on October 8, 2019.

Other Government Investigations

Florida LIP Program CIDs – On September 14, 2017, our hospital in St. Petersburg, Florida received a CID from the United States Department of Justice for information concerning its historic participation in the Florida Low Income Pool Program. The Low Income Pool Program, or LIP, is a funding pool to support healthcare providers that provide uncompensated care to Florida residents who are uninsured or underinsured. The CID sought documentation related to agreements between the hospital and Pinellas County. On June 13, 2019, an additional ten of our affiliated hospitals in Florida received CIDs related to the same subject matter, along with two CIDs addressed to our affiliated management company and the parent company. We are cooperating fully with this investigation.

Commercial Litigation and Other Lawsuits

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. We have appealed the award to the Administrative Review Board and are 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 our appeal. On October 20, 2014, we filed a petition to review the denial with the Washington Supreme Court. Our appeal was accepted and oral argument was heard on June 9, 2015. On September 15, 2015, the court denied our appeal and remanded to the trial court; a previous trial setting of September 12, 2016 has been vacated and not reset. On October 15, 2019, the Administrative Review Board released an order to show cause requiring Becker to file a brief to show cause why the Administrative Review Board should not remand the previous administrative decision for a new hearing before a new law judge. We continue to vigorously defend these actions.

Cyber Attack. As previously disclosed on a Current Report on Form 8-K filed by us on August 18, 2014, our computer network was the target of an external, criminal cyber-attack that we believe occurred between April and June, 2014. We and Mandiant (a FireEye Company), the forensic expert engaged by us in connection with this matter, believe the attacker was a foreign “Advanced Persistent Threat” group who used highly sophisticated malware and technology to attack our systems. The attacker was able to bypass our security measures and successfully copy and transfer outside the Company certain non-medical patient identification data (such as patient names, addresses, birthdates, telephone numbers and social security numbers), but not including patient credit card, medical or clinical information. We worked closely with federal law enforcement authorities in connection with their investigation and prosecution of those determined to be responsible for this attack. Mandiant has conducted a thorough investigation of this incident and continues to advise us regarding security and monitoring efforts. We have provided appropriate notification to affected patients and regulatory agencies as required by federal and state law. We have offered identity theft protection services to individuals affected by this attack.

We have incurred certain expenses to remediate and investigate this matter. In addition, multiple purported class action lawsuits have been filed against us and certain subsidiaries. These lawsuits allege that sensitive information was unprotected and inadequately encrypted by us. The plaintiffs claim breach of contract and other theories of recovery, and are seeking damages, as well as restitution for any identity theft. On February 4, 2015, the United States Judicial Panel on Multidistrict Litigation ordered the transfer of the purported class actions pending outside of the District Court for the Northern District of Alabama to the District Court for the Northern District of Alabama for coordinated or consolidated pretrial proceedings. A consolidated complaint was filed and we filed a motion to dismiss on September 21, 2015, which was partially argued on February 10, 2016. In an oral ruling from the bench, the court greatly limited the potential class by ruling only plaintiffs with specific injury resulting from the breach had standing to sue. Further, on jurisdictional grounds, the court dismissed Community Health Systems, Inc. from all non-Tennessee based cases. Finally, the court set April 15, 2016 for further argument on whether the remaining plaintiffs have sufficiently stated a cause of action to continue their cases. On April 15, 2016 in an oral ruling from the bench, the court dismissed additional claims and following this oral ruling only eight of the forty plaintiffs remained, with significant limitations imposed on their ability to assert claims for damages. These oral rulings were confirmed in a written order filed on September 12, 2016. On October 20, 2016, the plaintiffs filed a renewed motion for interlocutory appeal from the motion to dismiss ruling and on February 15, 2017 this motion was denied. Plaintiffs refiled their motion for permission to seek interlocutory appeal on March 15, 2017, and that motion was also denied. We have settled these class action lawsuits, and the settlement has been approved by the District Court. Notices of the settlement and claim forms have been mailed to purported class members. The deadline for purported class members to opt out of or object to the settlement was May 18, 2019, with no purported class members objecting or opting out. The deadline for purported class members to submit claims was August 1, 2019.

We are also currently responding to two government investigations related to the 2014 cyber-attack. The first is being conducted by various State Attorneys General, and the second is being conducted by the U.S. Department of Health and Human Services Office for Civil Rights. We are cooperating fully with both investigations.

Empire Health Foundation v. CHS/Community Health Systems, Inc., CHS Washington Holdings, LLC, Spokane Washington Hospital Company, LLC, Spokane Valley Washington Hospital Company, LLC. This suit was filed in the United States District Court for the Eastern District of Washington on June 12, 2017 by Empire Health Foundation claiming Deaconess and Valley Hospitals failed to abide by charity care obligations allegedly existing in the 2008 Asset Purchase Agreement between Empire Health System and Company affiliates. The court granted in part and denied in part the hospitals’ motion to dismiss on October 11, 2017. All parties filed motions for summary judgment, and the court granted in part and denied in part both parties’ motions on February 27, 2019 and July 9, 2019. We settled this matter during the three months ended September 30, 2019. We recorded a liability of $22 million at September 30, 2019, based on the settlement of this matter.

Gibson, individually and on behalf of all others similarly situated v. National Healthcare of Leesville, Inc. d/b/a Byrd Regional Medical Center. This case is a purported class action lawsuit filed in the 30^th Judicial District Court for the State of Louisiana and served on August 3, 2016, claiming our formerly affiliated Leesville, Louisiana hospital violated payor contracts by allegedly improperly asserting hospital liens against third-party tortfeasors and seeking class certifications for any similarly situated plaintiffs. The court has certified a class and denied our motion for summary judgment. We appealed both rulings to the Louisiana Third Circuit Court of Appeals, which affirmed the trial court’s decisions on March 7, 2019. We filed an application for writ of certiorari to the Louisiana Supreme Court, which was denied on May 29, 2019. Plaintiff’s motion for approval of notice of class action was granted on October 24, 2019. We believe these claims are without merit and will vigorously defend the case.

Bowden, individually and on behalf of all others similarly situated v. Ruston Louisiana Hospital Company, LLC d/b/a Northern Louisiana Medical Center. This case is a purported class action lawsuit filed in the 3^rd Judicial District Court for the State of Louisiana and served on September 7, 2016, claiming our affiliated Ruston, Louisiana hospital violated payor contracts by allegedly improperly asserting hospital liens against third-party tortfeasors and seeking class certifications for any similarly situated plaintiffs. Our motion for summary judgment is pending, as is plaintiff’s motion for class certification. We believe these claims are without merit and will vigorously defend the case.

Zwick Partners, LP and Aparna Rao, individually and on behalf of all others similarly situated v. Quorum Health Corporation, Community Health Systems, Inc., Wayne T. Smith, W. Larry Cash, Thomas D. Miller, and Michael J. Culotta. This purported class action lawsuit previously filed in the United States District Court, Middle District of Tennessee was amended on April 17, 2017 to include Community Health Systems, Inc., Wayne T. Smith and W. Larry Cash as additional defendants. The plaintiffs seek to represent a class of QHC shareholders and allege that the failure to record a goodwill and long-lived asset impairment charge against QHC at the time of the spin-off of QHC violated federal securities laws. The District Court denied all defendants’ motions to dismiss on April 20, 2018. The plaintiffs moved for class certification. Plaintiffs also amended their complaint on September 14, 2018. We moved to dismiss the additional claims in the plaintiffs’ September 14, 2018 amended complaint and responded to plaintiffs’ class certification motion. On March 29, 2019, the court granted our motion to dismiss the additional claims. The court granted the plaintiffs’ motion for class certification on that same date. On April 12, 2019, we filed a petition for permission to appeal the court’s order granting class certification with the United States Court of Appeals for the Sixth Circuit, which was denied on July 31, 2019. On May 17, 2019, the plaintiffs moved to amend their complaint for a third time to add additional claims, which the District Court denied on August 2, 2019. The trial for this matter is set for July 7, 2020. We believe the claims are without merit and will vigorously defend the case.

R2 Investments v Quorum Health Corporation; Community Health Systems, Inc.; Wayne T. Smith; W. Larry Cash; Thomas D. Miller; Michael J. Culotta; John A. Clerico; James S. Ely, III; John A. Fry; William Norris Jennings; Julia B. North; H. Mitchell Watson, Jr.; H. James Williams. This case is pending in the Circuit Court for Williamson County, Tennessee and was served on October 26, 2017. The plaintiff alleges common law fraud and violation of Tennessee securities fraud statutes in connection with its purchase of QHC stock and QHC senior secured notes. The court granted in part and denied in part the director defendants’ motion to dismiss and denied the remaining defendants’ motions to dismiss on May 11, 2018. We believe the claims are without merit and will vigorously defend the case.

Steadfast Insurance Company, et al v. Community Health Systems, Inc., CHS/Community Health Systems, Inc., CHSPSC, LLC and Pecos Valley of New Mexico, LLC. These cases are filed in the Superior Court for the State of Delaware and involve suits by three excess liability insurers seeking a declaration that a $73 million judgment rendered against Pecos Valley of New Mexico, LLC in Anne Sperling, et al v. Pecos Valley of New Mexico, LLC is not a covered loss as defined by the policies at issue. The Steadfast complaint was served on November 30, 2018. On December 13, 2018, Admiral Insurance Company and Endurance Specialty Insurance Ltd moved to intervene in the suit as petitioners. The judgment against Pecos Valley of New Mexico, LLC, which was rendered on September 5, 2018, in First Judicial Court of the State of New Mexico, is currently on appeal to the Court of Appeals of New Mexico. We believe the claims in the Steadfast litigation are without merit and will vigorously defend the case.

Becky Kirk, Perry Ayoob, and Dawn Karzenoski, as representatives of a class of similarly situated persons, and on behalf of the CHS/Community Health Systems, Inc. Retirement Savings Plan v. Retirement Committee of CHS/Community Health Systems, Inc., John and Jane Does 1-20, Principal Life Insurance Company, Principal Management Corporation, and Principal Global Investors, LLC. This purported class action was filed in the United States District Court for the Middle District of Tennessee on August 8, 2019. The plaintiffs seek to represent a class of current and former participants in the CHS/Community Health Systems, Inc. Retirement Savings Plan and allege that the defendants breached their fiduciary duties by offering certain investments in the Plan that were more expensive and/or did not perform as well as other marketplace alternatives. We filed a motion to dismiss the complaint on October 18, 2019, which is pending. We believe these claims are without merit and will vigorously defend the case.

Qui Tam Matters Where the Government Declined Intervention

U.S. and the State of Mississippi ex rel. W. Blake Vanderlan, M.D. v. Jackson HMA, LLC d/b/a Central Mississippi Medical Center and Merit Health Central. By order filed on August 31, 2017, the United States District Court for the Southern District of Mississippi ordered the unsealing of this qui tam suit. The unsealing revealed that on August 31, 2017 the United States had declined to intervene in the allegations that certain alleged EMTALA violations at the hospital resulted in a violation of the False Claims Act. Both the hospital and the United States have filed motions to dismiss the litigation, and those motions are pending. We believe this matter is without merit and will vigorously defend this case.

U.S. ex rel. Derek Lewis and Joey Neiman v. Community Health Systems, Inc., Medhost, Inc., et al. By order filed on March 14, 2019, the United States District Court for the Southern District of Florida ordered the unsealing of this qui tam suit. The order revealed that the United States had declined to intervene in the action. The complaint alleges that Community Health Systems, Inc. and its affiliated hospitals (CHS Hospitals) violated the False Claims Act by submitting claims for EHR Meaningful Use incentive payments that they knew or should have known were false. The allegations regarding falsity generally relate to the CHS Hospitals’ use of certain software products sold to them by co-defendant, Medhost, Inc. The plaintiffs amended their complaint on July 26, 2019. We filed a motion to dismiss the complaint on September 24, 2019, which is pending. We believe this matter is without merit and will vigorously defend this case.

U.S. ex rel. Maur v. Elie Hage-Korban, M.D., Delta Clinics, PLC d/b/a The Heart and Vascular Center of West Tennessee. Community Health Systems, Inc., Knoxville HMA Holdings, LLC d/b/a/ Tennova Healthcare, Jackson Hospital Corporation d/b/a/ Regional Jackson, and Dyersburg Hospital Company, LLC, d/b/ Dyersburg Regional Medical Center. By order filed on April 30, 2019, the United States District Court for the Western District of Tennessee ordered the unsealing of this qui tam lawsuit. The order revealed that the United States had declined to intervene in the action. The complaint alleges the defendants violated the False Claims Act by submitting claims for payment related to certain cardiac procedures performed by defendant Dr. Elie Hage-Korban at two hospitals formerly affiliated with the Company. Dr. Hage-Korban was not employed by either hospital or their affiliates. The plaintiff amended his complaint on July 24, 2019. We filed a motion to dismiss the complaint on September 30, 2019, which is pending. We believe this matter is without merit and will vigorously defend this case.

Management of Significant Legal Proceedings

In accordance with our governance documents, including our Governance Guidelines and the charter of the Audit and Compliance Committee, our management of significant legal proceedings is overseen by the independent members of the Board of Directors and, in particular, the Audit and Compliance Committee. The Audit and Compliance Committee is charged with oversight of compliance, regulatory and litigation matters, and enterprise risk management. Management has been instructed to refer all significant legal proceedings and allegations of financial statement fraud, error, or misstatement to the Audit and Compliance Committee for its oversight and evaluation. Consistent with New York Stock Exchange and Sarbanes-Oxley independence requirements, the Audit and Compliance Committee is comprised entirely of individuals who are independent of our management, and all four members of the Audit and Compliance Committee are “audit committee financial experts” as defined in the Securities Exchange Act of 1934, as amended.

In addition, the Audit and Compliance Committee and the other independent members of the Board of Directors oversee the functions of the voluntary compliance program, including its auditing and monitoring functions and confidential disclosure program. In recent years, the voluntary compliance program has addressed the potential for a variety of billing errors that might be the subject of audits and payment denials by the CMS Recovery Audit Contractors’ permanent project, including MS-DRG coding, outpatient hospital and physician coding and billing, and medical necessity for services (including a focus on hospital stays of very short duration). Efforts by management, through the voluntary compliance program, to identify and limit risk from these government audits have included significant policy and guidance revisions, training and education, and auditing. The Board of Directors now oversees and reviews periodic reports of our compliance with the Corporate Integrity Agreement, or CIA, that we entered into with the United States Department of Health and Human Services Office of the Inspector General during 2014 and which was amended and extended in September 2018.

Item 1A. Risk Factors

There have been no material changes with regard to the risk factors previously disclosed in the 2018 Form 10-K.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

The following table contains information about our purchases of common stock during the three months ended September 30, 2019.

Period

Total Number of Shares
Purchased (a)

Average Price Paid per
Share

Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs (b)

Maximum Number of Shares
That May Yet Be Purchased
Under the Plans or Programs
(b)

July 1, 2019 - July 31, 2019

August 1, 2019 - August 31, 2019

September 1, 2019 - September 30, 2019

Total

(a)

No shares were withheld to satisfy the payment of tax obligations related to the vesting of restricted stock awards.

(b)

We had no publicly announced plans or open market repurchase programs for shares of our common stock during the three months ended September 30, 2019.

With the exception of a special cash dividend of $0.25 per share paid by us in December 2012, historically, we have not paid any cash dividends. Subject to certain exceptions, our Credit Facility limits the ability of our subsidiaries to pay dividends and make distributions to us, and limits our ability to pay dividends and/or repurchase stock, to an amount not to exceed $100 million in the aggregate, subject to certain restrictions. The indentures governing each series of our outstanding notes also restrict our subsidiaries from, among other matters, paying dividends and making distributions to us, which thereby limits our ability to pay dividends and/or repurchase stock. As of September 30, 2019, under the most restrictive test in these agreements (and subject to certain exceptions), we have approximately $100 million available with which to pay permitted dividends and/or repurchase shares of our stock or make other restricted payments.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


No.		Description
4.1	*	Nineteenth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.000% Senior Notes due 2019, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as successor Trustee

4.2	*	Sixteenth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 7.125% Senior Notes due 2020, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee

4.3	*	Thirteenth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 5.125% Senior Secured Notes due 2021, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto, Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

4.4	*	Thirteenth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 6.875% Senior Notes due 2022, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee

4.5	*	Sixth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 6.250% Senior Secured Notes due 2023, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

4.6	*	Third Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s Junior-Priority Secured Notes due 2023, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto, and Regions Bank, as Trustee and as Junior-Priority Collateral Agent

4.7	*	Third Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.125% Junior-Priority Secured Notes due 2024, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto, and Regions Bank, as Trustee and as Junior-Priority Collateral Agent

4.8	*	Third Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.625% Senior Secured Notes due 2024, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

4.9	*	Second Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.000% Senior Secured Notes due 2026, dated as of July 1, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

4.10	*	Twentieth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.000% Senior Notes due 2019, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as successor Trustee

4.11	*	Seventeenth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 7.125% Senior Notes due 2020, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee

4.12	*	Fourteenth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 5.125% Senior Secured Notes due 2021, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto, Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

4.13	*	Fourteenth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 6.875% Senior Notes due 2022, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee


No.		Description

4.14	*	Seventh Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 6.250% Senior Secured Notes due 2023, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

4.15	*	Fourth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s Junior-Priority Secured Notes due 2023, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto, and Regions Bank, as Trustee and as Junior-Priority Collateral Agent

4.16	*	Fourth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.125% Junior-Priority Secured Notes due 2024, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto, and Regions Bank, as Trustee and as Junior-Priority Collateral Agent

4.17	*	Fourth Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.625% Senior Secured Notes due 2024, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

4.18	*	Third Supplemental Indenture relating to CHS/Community Health Systems, Inc.’s 8.000% Senior Secured Notes due 2026, dated as of September 27, 2019, by and among CHS/Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as Trustee and Credit Suisse AG, as Collateral Agent

10.1	* †	Form of Director Restricted Stock Unit Award Agreement for Community Health Systems, Inc. 2009 Stock Option and Award Plan (for awards granted on or after September 11, 2019)

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

31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

32.2	**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	*	XBRL Instance Document

101.SCH	*	XBRL Taxonomy Extension Schema

101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	*	XBRL Taxonomy Extension Definition Linkbase

101.LAB	*	XBRL Taxonomy Extension Label Linkbase

101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase

*	Filed herewith.

**	Furnished herewith.

†	Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


COMMUNITY HEALTH SYSTEMS, INC. (Registrant)

By:		/s/ Wayne T. Smith
		Wayne T. Smith
		Chairman of the Board and
		Chief Executive Officer
		(principal executive officer)

By:		/s/ Thomas J. Aaron
		Thomas J. Aaron
		Executive Vice President and
		Chief Financial Officer
		(principal financial officer)

By:		/s/ Kevin J. Hammons
		Kevin J. Hammons
		Senior Vice President, Assistant Chief Financial
		Officer, Chief Accounting Officer and Treasurer
		(principal accounting officer)

Date: October 30, 2019