Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 28, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | COMMUNITY HEALTH SYSTEMS INC | |
Entity Central Index Key | 1,108,109 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | CYH | |
Amendment Flag | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 113,754,186 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidated Statements of Income [Abstract] | ||
Operating revenues (net of contractual allowances and discounts) | $ 5,754 | $ 5,646 |
Provision for bad debts | 755 | 735 |
Net operating revenues | 4,999 | 4,911 |
Operating costs and expenses: | ||
Salaries and benefits | 2,317 | 2,257 |
Supplies | 799 | 762 |
Other operating expenses | 1,173 | 1,099 |
Government settlement and related costs | 8 | |
Electronic health records incentive reimbursement | (18) | (26) |
Rent | 119 | 116 |
Depreciation and amortization | 298 | 296 |
Impairment of long-lived assets | 17 | |
Total operating costs and expenses | 4,705 | 4,512 |
Income from operations | 294 | 399 |
Interest expense, net | 251 | 241 |
Loss from early extinguishment of debt | 8 | |
Equity in earnings of unconsolidated affiliates | (20) | (18) |
Income from continuing operations before income taxes | 63 | 168 |
Provision for income taxes | 26 | 56 |
Income from continuing operations | 37 | 112 |
Discontinued operations, net of taxes: | ||
Loss from operations of entities sold or held for sale | (11) | |
Impairment of hospitals sold or held for sale | (1) | (1) |
Loss on sale, net | (1) | |
Loss from discontinued operations, net of taxes | (1) | (13) |
Net income | 36 | 99 |
Less: Net income attributable to noncontrolling interests | 25 | 20 |
Net income attributable to Community Health Systems, Inc. stockholders | $ 11 | $ 79 |
Basic earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders: | ||
Continuing operations | $ 0.11 | $ 0.80 |
Discontinued operations | (0.01) | (0.11) |
Net income | 0.10 | 0.69 |
Diluted earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders: | ||
Continuing operations | 0.11 | 0.79 |
Discontinued operations | (0.01) | (0.11) |
Net income | $ 0.10 | $ 0.68 |
Weighted-average number of shares outstanding: | ||
Basic | 110,247,867 | 114,419,590 |
Diluted | 110,309,372 | 115,057,668 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidated Statements of Comprehensive (Loss) Income [Abstract] | ||
Net income | $ 36 | $ 99 |
Other comprehensive (loss) income, net of income taxes: | ||
Net change in fair value of interest rate swaps, net of tax | (19) | (9) |
Net change in fair value of available-for-sale securities, net of tax | 2 | 1 |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 |
Other comprehensive loss | (16) | (7) |
Comprehensive income | 20 | 92 |
Less: Comprehensive income attributable to noncontrolling interests | 25 | 20 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | $ (5) | $ 72 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 181 | $ 184 |
Patient accounts receivable, net of allowance for doubtful accounts of $4,051 and $4,110 at March 31, 2016 and December 31, 2015, respectively | 3,723 | 3,611 |
Supplies | 587 | 580 |
Prepaid income taxes | 2 | 27 |
Prepaid expenses and taxes | 218 | 197 |
Other current assets (including assets of hospitals held for sale of $5 and $17 at March 31, 2016 and December 31, 2015, respectively) | 545 | 567 |
Total current assets | 5,256 | 5,166 |
Property and equipment | 15,084 | 14,906 |
Less accumulated depreciation and amortization | (4,980) | (4,794) |
Property and equipment, net | 10,104 | 10,112 |
Goodwill | 9,022 | 8,965 |
Other assets, net (including assets of hospitals held for sale of $25 and $41 at March 31, 2016 and December 31, 2015, respectively) | 2,342 | 2,352 |
Total assets | 26,724 | 26,595 |
Current liabilities: | ||
Current maturities of long-term debt | 249 | 229 |
Accounts payable | 1,179 | 1,258 |
Accrued interest | 158 | 227 |
Accrued liabilities (including liabilities of hospitals held for sale of $2 and $6 at March 31, 2016 and December 31, 2015, respectively) | 1,468 | 1,358 |
Total current liabilities | 3,054 | 3,072 |
Long-term debt | 16,665 | 16,556 |
Deferred income taxes | 599 | 593 |
Other long-term liabilities | 1,723 | 1,698 |
Total liabilities | 22,041 | 21,919 |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | $ 565 | $ 571 |
Community Health Systems, Inc. stockholders' equity: | ||
Preferred stock, $.01 par value per share, 100,000,000 shares authorized; none issued | ||
Common stock, $.01 par value per share, 300,000,000 shares authorized; 114,731,736 shares issued and 113,756,187 shares outstanding at March 31, 2016, and 113,732,933 shares issued and 112,757,384 shares outstanding at December 31, 2015 | $ 1 | $ 1 |
Additional paid-in capital | 1,952 | 1,963 |
Treasury stock, at cost, 975,549 shares at March 31, 2016 and December 31, 2015 | (7) | (7) |
Accumulated other comprehensive loss | (89) | (73) |
Retained earnings | 2,146 | 2,135 |
Total Community Health Systems, Inc. stockholders' equity | 4,003 | 4,019 |
Noncontrolling interests in equity of consolidated subsidiaries | 115 | 86 |
Total equity | 4,118 | 4,105 |
Total liabilities and equity | $ 26,724 | $ 26,595 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful patient accounts | $ 4,051 | $ 4,110 |
Other current assets of hospitals held for sale | 5 | 17 |
Noncurrent assets of hospitals held for sale | 25 | 41 |
Current liabilities of hospitals held for sale | $ 2 | $ 6 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 114,731,736 | 113,732,933 |
Common stock, shares outstanding | 113,756,187 | 112,757,384 |
Treasury stock, shares | 975,549 | 975,549 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 36 | $ 99 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 298 | 296 |
Government settlement and related costs | 8 | |
Stock-based compensation expense | 14 | 14 |
Loss on sale, net | 1 | |
Impairment of hospitals sold or held for sale | 1 | 2 |
Impairment of long-lived assets | 17 | |
Loss from early extinguishment of debt | 8 | |
Other non-cash expenses, net | 14 | (7) |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||
Patient accounts receivable | (109) | (202) |
Supplies, prepaid expenses and other current assets | (14) | 14 |
Accounts payable, accrued liabilities and income taxes | 64 | (284) |
Other | (27) | (10) |
Net cash provided by (used in) operating activities | 294 | (61) |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related equipment | (99) | (13) |
Purchases of property and equipment | (224) | (241) |
Proceeds from disposition of hospitals and other ancillary operations | 12 | 62 |
Proceeds from sale of property and equipment | 4 | 3 |
Purchases of available-for-sale securities | (37) | (59) |
Proceeds from sales of available-for-sale securities | 40 | 56 |
Increase in other investments | (67) | (39) |
Net cash used in investing activities | (371) | (231) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 17 | |
Repurchase of restricted stock shares for payroll tax withholding requirements | (7) | (20) |
Deferred financing costs and other debt-related costs | (20) | |
Redemption of noncontrolling investments in joint ventures | (16) | (7) |
Distributions to noncontrolling investors in joint ventures | (18) | (23) |
Borrowings under credit agreements | 1,564 | 1,251 |
Proceeds from receivables facility | 31 | 75 |
Repayments of long-term indebtedness | (1,480) | (1,268) |
Net cash provided by financing activities | 74 | 5 |
Net change in cash and cash equivalents | (3) | (287) |
Cash and cash equivalents at beginning of period | 184 | 509 |
Cash and cash equivalents at end of period | 181 | 222 |
Supplemental disclosure of cash flow information: | ||
Interest payments | (307) | (300) |
Income tax (payments) refunds, net | $ 0 | $ (1) |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies Disclosure | 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 March 31, 2016 and December 31, 2015 and for the three-month ended March 31, 2016 and 2015, 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 months ended March 31, 2016, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2016. 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, 2015, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2016 (“2015 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 publicl y t raded 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, and management services provided, by distinct and indirect subsidiaries of Community Health Systems, Inc. Allowance for Doubtful Accounts . Accounts receivable are reduced by an allowance for amounts that could become uncollectible in the future. Substantially all of the Company’s receivables are related to providing healthcare services to patients at its hospitals and affiliated businesses. The Company estimates the allowance for doubtful accounts by reserving a percentage of all self-pay accounts receivable without regard to aging category, based on collection history, adjusted for expected recoveries and any anticipated changes in trends. The Company’s ability to estimate the allowance for doubtful accounts is not impacted by not utilizing an aging of net accounts receivable as the Company believes that substantially all of the risk exists at the point in time such accounts are identified as self-pay. For all other non-self-pay payor categories, the Company reserves an estimated amount on historical collection rates for the uncontractualized portion of all accounts aging over 365 days from the date of discharge. These amounts represent an immaterial percentage of the outstanding accounts receivable. The percentage used to reserve for all self-pay accounts is based on the Company’s collection history. The Company collects substantially all of its third-party insured receivables, which include receivables from governmental agencies. Collections are impacted by the economic ability of patients to pay and the effectiveness of the Company’s collection efforts. Significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the Company’s collection of accounts receivable and the estimates of the collectability of future accounts receivable and are considered in the Company’s estimates of accounts receivable collectability. The Company also continually reviews its overall reserve adequacy by monitoring historical cash collections as a percentage of trailing net revenue less provision for bad debts, as well as by analyzing current period net revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions. Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), recognized during the three months ended March 31, 2016 and 2015, were as follows (in millions): Three Months Ended March 31, 2016 2015 Medicare $ 1,431 $ 1,398 Medicaid 593 586 Managed Care and other third-party payors 3,022 2,946 Self-pay 708 716 Total $ 5,754 $ 5,646 Electronic Health Records Incentive Reimbursement. The federal government has implemented a number of regulations and programs designed to promote the use of electronic health records (“EHR”) technology and, pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), established requirements for a Medicare and Medicaid incentive payments program for eligible hospitals and professionals that adopt and meaningfully use certified EHR technology. The Company utilizes a gain contingency model to recognize EHR incentive payments. Recognition occurs when the eligible hospitals adopt or demonstrate meaningful use of certified EHR technology for the applicable payment period and have available the Medicare cost report information for the relevant full cost report year used to determine the final incentive payment. Medicaid EHR incentive payments are calculated based on prior period Medicare cost report information available at the time when eligible hospitals adopt, implement, upgrade or demonstrate meaningful use of certified EHR technology. Since the information for the relevant full Medicare cost report year is available at the time of attestation, the incentive income from resolving the gain contingency is recognized when eligible hospitals adopt, implement, upgrade or demonstrate meaningful use of certified EHR technology. Medicare EHR incentive payments are calculated based on the Medicare cost report information for the full cost report year that began during the federal fiscal year in which meaningful use is demonstrated. Since the necessary information is only available at the end of the relevant full Medicare cost report year and after the cost report is settled, the incentive income from resolving the gain contingency is recognized when eligible hospitals demonstrate meaningful use of certified EHR technology and the information for the applicable full Medicare cost report year to determine the final incentive payment is available. In some instances, the Company may receive estimated Medicare EHR incentive payments prior to when the Medicare cost report information used to determine the final incentive payment is available. In these instances, recognition of the gain for EHR incentive payments is deferred until all recognition criteria described above are met. Eligibility for annual Medicare incentive payments is dependent on providers successfully attesting to the meaningful use of EHR technology. Medicaid incentive payments are available to providers in the first payment year that they adopt, implement or upgrade certified EHR technology; however, providers must demonstrate meaningful use of such technology in any subsequent payment years to qualify for additional incentive payments. Medicaid EHR incentive payments are fully funded by the federal government and administered by the states; however, the states are not required to offer EHR incentive payments to providers. The Company recognized approximately $18 million and $26 million for the three months ended March 31, 2016 and 2015, respectively, of incentive reimbursement for HITECH incentives from Medicare and Medicaid related to certain of the Company’s hospitals and for certain of the Company’s employed physicians that have demonstrated meaningful use of certified EHR technology or have completed attestations to their adoption or implementation of certified EHR technology. These incentive reimbursements are presented as a reduction of operating costs and expenses on the condensed consolidated statements of income. The Company received cash related to the incentive reimbursement for HITECH incentives of approximately $85 million and $54 million for the three months ended March 31, 2016 and 2015, respectively. The Company recorded $34 million and $75 million as deferred revenue in connection with the receipt of these payments at March 31, 2016 and 2015, respectively, as all criteria for gain recognition had not been met. New Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. This ASU provides companies the option of applying a full or modified retrospective approach upon adoption. This ASU is effective for fiscal years beginning after December 15, 2016. However, the FASB recently issued a final ASU that defers the effective date by one year, with early adoption permitted for annual periods beginning after December 15, 2016. The Company expects to adopt this ASU on January 1, 2018 and is currently evaluating its plan for adoption and the impact on its revenue recognition policies, procedures and control framework and the resulting impact on its consolidated financial position, results of operations and cash flows. In April 2015, the FASB issued ASU 2015-03, which requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with the accounting for debt discounts. The ASU did not change the measurement or recognition guidance for debt issuance costs. This ASU is effective for fiscal years beginning after December 31, 2015. The Company adopted this ASU on January 1, 2016, which resulted in the reclassification of approximately $266 million of debt issuance costs from other long-term assets to a reduction of the related long-term debt. The adoption of this ASU was applied retroactively to all periods presented, and had no impact on the Company’s results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17, which amended the balance sheet classification requirements for deferred income taxes to simplify their presentation in the statement of financial position. The ASU requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 31, 2016, with early adoption permitted. The Company early adopted the provisions of this ASU for the presentation and classification of its deferred tax assets at December 31, 2015. The effect of this change primarily resulted in the current portion of deferred income taxes at December 31, 2015 being included in the noncurrent deferred income tax liability. In January 2016, the FASB issued ASU 2016-01, which amends the measurement, presentation and disclosure requirements for equity investments, other than those accounted for under the equity method or that require consolidation of the investee. The ASU eliminates the classification of equity investments as available-for-sale with any changes in fair value of such investments recognized in other comprehensive income, and requires entities to measure equity investments at fair value, with any changes in fair value recognized in net income. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2018, and is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. The ASU also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. This ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2019. Because of the number of leases the Company utilizes to support its operations, the adoption of this ASU is expected to have a significant impact on the Company’s consolidated financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s consolidated financial position and results of operations, and the quantitative and qualitative factors that will impact the Company as part of the adoption of this ASU, as well as any changes to its leasing strategy that may occur because of the changes to the accounting and recognition of leases. In March 2016, the FASB issued ASU 2016-09, which was issued to simplify some of the accounting guidance for share-based compensation. Among the areas impacted by the amendments in this ASU is the accounting for income taxes related to share-based payments, accounting for forfeitures, classification of awards as equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2017. Management is evaluating the impact that the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows. |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Accounting for Stock-Based Compensation [Abstract] | |
Accounting for Stock-Based Compensation Disclosure | * 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. 2009 Stock Option and Award Plan, amended and restated as of March 19, 2014 (the “2009 Plan”). In addition, at the annual meeting of stockholders to be held on May 17, 2016 (the “2016 Annual Meeting”), the Company’s stockholders will be voting on whether or not to approve the amendment and restatement of the 2009 Plan (the “Amended 2009 Plan”) which was approved by the Board on March 16, 2016, subject to stockholder approval at the 2016 Annual Meeting. The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the “IRC”), as well as stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Prior to being amended in 2009, the 2000 Plan also allowed for the grant of phantom stock. Persons eligible to receive grants under the 2000 Plan include the Company’s directors, officers, employees and consultants. All options granted under the 2000 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date . Options granted prior to 2005 have a 10 -year contractual term, options granted in 2005 through 2007 have an eight -year contractual term and options granted in 2008 through 2011 have a 10 -year contractual term. The Company has not granted stock option awards under the 2000 Plan since 2011. Pursuant to the amendment and restatement of the 2000 Plan dated March 20, 2013, no further grants will be awarded under the 2000 Plan. The 2009 Plan provides (and, if approved by the Company’s stockholders at the 2016 Annual Meeting, the Amended 2009 Plan will provide) for the grant of incentive stock options intended to qualify under Section 422 of the IRC and for the grant of stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Persons eligible to receive grants under the 2009 Plan include (and, if approved by the Company’s stockholders at the 2016 Annual Meeting, the Amended 2009 Plan will 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 March 31, 2016, 1,122,376 shares of unissued common stock were reserved for future grants under the 2009 Plan. In addition, if the Amended 2009 Plan is approved by the Company’s stockholders at the 2016 Annual Meeting, then 5,000,000 additional shares of unissued common stock would be reserved for future grants under the Amended 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 March 31, 2016 2015 Effect on income from continuing operations before income taxes $ (14) $ (14) Effect on net income $ (8) $ (8) At March 31, 2016, $66 million of unrecognized stock-based compensation expense related to outstanding unvested restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 24 months. There is no expense to be recognized related to stock options. There were no modifications to awards during the three months ended March 31, 2016 and 2015. Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of March 31, 2016, and changes during the three-month period following December 31, 2015, were as follows (in millions, except share and per share data): Weighted- Aggregate Average Intrinsic Weighted- Remaining Value as of Average Contractual March 31, Shares Exercise Price Term 2016 Outstanding at December 31, 2015 1,232,158 $ 31.65 Granted - - Exercised - - Forfeited and cancelled (9,334) 29.85 Outstanding at March 31, 2016 1,222,824 $ 31.66 3.8 years $ - Exercisable at March 31, 2016 1,222,824 $ 31.66 3.8 years $ - No stock options were granted during the three months ended March 31, 2016 and 2015. The aggregate intrinsic value (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 ( $18.51 ) 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 March 31, 2016. This amount changes based on the market value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended March 31, 2015 was $5 million. There were no options exercised during the three months ended March 31, 2016. 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 2000 Plan and the 2009 Plan to its directors and employees of certain subsidiaries. The restrictions on these shares generally lapse in one-third increments on each of the first three anniversaries of the award date . Certain of the restricted stock awards granted to the Company’s senior executives contain a performance objective that must be met in addition to any time-based vesting requirements. If the performance objective is not attained, the awards will be forfeited in their entirety. Once the performance objective has been attained, restrictions will lapse in one-third increments on each of the first three anniversaries of the award date . In addition, 835,000 restricted stock awards granted March 1, 2014 had a performance objective that was measured based on the realization of synergies related to the acquisition of Health Management Associates, Inc. (“HMA”) over a two-year period that began on February 1, 2014. The performance objective could be met in part in the first year or in whole or in part over such two -year period. Depending on the degree of attainment of the performance objective, restrictions would lapse on a portion of the award grant over the first three anniversaries of the award date at a level dependent upon the amount of synergies realized. If the synergies related to the HMA merger had not reached a certain level, then the awards would have been forfeited in their entirety. Based on the synergy levels attained in the first annual measurement period ended on January 31, 2015, the performance objective for the first measurement period was met, and one-third of the awards vested on March 1, 2015. Based on the synergy levels attained in the second annual measurement period ended on January 31, 2016, the performance objective for the second measurement period was also met, so the full amount of each award has been earned and one-third of the awards vested on March 1, 2016. The remaining one-third of each award will vest on March 1, 2017. Notwithstanding the above-mentioned performance objectives and vesting requirements, the restrictions with respect to restricted stock granted under the 2000 Plan and the 2009 Plan will lapse earlier in the event of death, disability or termination of employment by the Company for any reason other than for cause of the holder of the restricted stock, or change in control of the Company. Restricted stock awards subject to performance standards that have not yet been satisfied are not considered outstanding for purposes of determining earnings per share until the performance objectives have been satisfied. Restricted stock outstanding under the 2000 Plan and the 2009 Plan as of March 31, 2016, and changes during the three-month period following December 31, 2015, were as follows (in millions, except share and per share data): Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2015 2,845,579 $ 44.18 Granted 1,340,000 15.48 Vested (1,301,337) 43.36 Forfeited (4,667) 43.05 Unvested at March 31, 2016 2,879,575 31.20 Restricted stock units (“RSUs”) have been granted to the Company’s outside directors under the 2000 Plan and the 2009 Plan. On March 1, 2015, each of the Company’s outside directors received a grant under the 2009 Plan of 3,504 RSUs. On March 1, 2016, each of the Company’s outside directors received a grant under the 2009 Plan of 11,017 RSUs. Both the 2015 and 2016 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 . RSUs outstanding under the 2000 Plan and the 2009 Plan as of March 31, 2016, and changes during the three-month period following December 31, 2015, were as follows (in millions, except share and per share data): Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2015 42,678 $ 44.59 Granted 77,119 15.43 Vested (21,432) 43.60 Forfeited - - Unvested at March 31, 2016 98,365 21.95 |
Cost of Revenue
Cost of Revenue | 3 Months Ended |
Mar. 31, 2016 | |
Cost of Revenue [Abstract] | |
Cost of Revenue Disclosure | 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 $60 million and $77 million for the three months ended March 31, 2016 and 2015, respectively. Included in these corporate office costs is stock-based compensation of $14 million for both the three months ended March 31, 2016 and 2015. |
Use of Estimates
Use of Estimates | 3 Months Ended |
Mar. 31, 2016 | |
Use of Estimates [Abstract] | |
Use of Estimates Disclosure | 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. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions And Divestitures [Abstract] | |
Acquisitions and Divestitures Disclosure | 5. ACQUISITIONS AND DIVESTITURES Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded as of the date of acquisition. Any material impact to comparative information for periods after acquisition, but before the period in which adjustments are identified, is reflected in those prior periods as if the adjustments were considered as of the acquisition date. 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. Excluding acquisition and integration expenses related to the acquisition of HMA, approximately $2 million of acquisition costs related to prospective and closed acquisitions were expensed during both the three months ended March 31, 2016 and March 31, 2015 and are included in other operating expenses on the condensed consolidated statements of income. Approximate ly $1 million of acquisition and related integration expense related to the HMA acquisition were recognized during the three months ended March 31, 2015. On March 1, 2016 , one or more subsidiaries of the Company completed the acquisition of an 80 % ownership interest in a joint venture entity with Indiana University Health that includes substantially all of the assets of IU Health La Porte Hospital in La Porte, Indiana ( 227 licensed beds) and IU Health Starke Hospital in Knox, Indiana ( 50 licensed beds), and affiliated outpatient centers and physician practices. The total cash consideration paid for long-lived assets and working capital in this joint venture was approximately $69 million and $10 million, respectively, with additional consideration of $32 million assumed in liabilities, for a total consideration of $96 million. Based upon the Company’s preliminary purchase price allocation relating to this acquisition as of March 31, 2016, approximately $49 million of goodwill has been recorded. The preliminary allocation of the purchase price has been determined by the Company based on available information and is subject to settling amounts related to purchased working capital and final appraisals of tangible and intangible assets. Adjustments to the purchase price allocation are not expected to be material. Other Acquisitions During the three months ended March 31, 2016, one or more subsidiaries of the Company paid approximately $4 million to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. In connection with these acquisitions, during the three months ended March 31, 2016, the Company allocated approximately $2 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $7 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. The value of the noncontrolling interest recorded in these acquisitions was $5 million. Divestitures In April 2014, FASB issued ASU 2014-08, which changes the requirements for reporting discontinued operations. A discontinued operation continues to include a component of an entity or a group of components of an entity, or a business activity. However, in a shift reflecting stakeholder concerns that too many disposals of small groups of assets that were recurring in nature qualified for reporting as discontinued operations, a disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. A business or nonprofit activity that, on acquisition, meets the criteria to be classified as held for sale will still be a discontinued operation. Additional disclosures will be required for significant components of the entity that are disposed of or are held for sale but do not qualify as discontinued operations. This ASU is effective for fiscal years beginning after December 15, 2014 and is to be applied on a prospective basis for disposals or components initially classified as held for sale after that date. The Company adopted this ASU on January 1, 2015 and the adoption resulted in the following divestitures occurring subsequent to the date of adoption being included in continuing operations for the three months ended March 31, 2016 and 2015 (the impact of the adoption of ASU 2014-08 in relation to the hospitals and other assets spun off to Quorum Health Corporation (“QHC”) are discussed in footnote 6 below). Effective February 1, 2016 , one or more subsidiaries of the Company sold Lehigh Regional Medical Center ( 88 licensed beds) in Lehigh Acres, Florida, (“Lehigh”) and related outpatient services to Prime Healthcare Services, Inc. (“Prime”) for approximately $11 million in cash. In connection with the divestiture of Lehigh, the Company recorded an impairment charge of approximately $4 million related to the allocated goodwill during the three months ended March 31, 2016. Effective January 1, 2016 , one or more subsidiaries of the Company sold Bartow Regional Medical Center ( 72 licensed beds) in Bartow, Florida, (“Bartow”) and related outpatient services to BayCare Health Systems, Inc. for approximately $60 million in cash, which was received at a preliminary closing on December 31, 2015. In connection with the divestiture of Bartow, the Company recorded an impairment charge of approximately $5 million related to the allocated goodwill during the three months ended March 31, 2016. Effective July 31, 2015 , one or more subsidiaries of the Company sold certain assets used in the operation of Payson Regional Medical Center ( 44 licensed beds) in Payson, Arizona (“Payson”) to Banner Health for approximately $20 million in cash. The Company previously operated Payson under the terms of an operating lease with Mogollon Health Alliance, Inc., an Arizona nonprofit corporation, that expired on July 31, 2015. The lease termination and sale closed effective July 31 , 2015. Pursuant to the Company’s adoption of ASU 2014-08, the divestiture of Lehigh, Bartow and Payson do not meet the requirement for presentation in discontinued operations. The financial results included in discontinued operations for divestitures or hospitals held for sale at December 31, 2014, prior to the Company’s adoption of ASU 2014-08, are summarized below. During the three months ended June 30, 2015, one or more subsidiaries of the Company finalized an agreement to terminate the lease and cease operations of Fallbrook Hospital ( 47 licensed beds) in Fallbrook, California. In agreeing to terminate the lease, the Company received approximately $3 million in cash from the Fallbrook Healthcare District, as the landlord, as consideration for certain operating assets of the hospital. Effective April 1, 2015 , one or more subsidiaries of the Company sold Chesterfield General Hospital ( 59 licensed beds) in Cheraw, South Carolina and Marlboro Park Hospital ( 102 licensed beds) in Bennettsville, South Carolina and related outpatient services to M/C Healthcare, LLC for approximately $4 million in cash. Effective March 1, 2015 one or more subsidiaries of the Company sold Dallas Regional Medical Center ( 202 licensed beds) in Mesquite, Texas to Prime for approximately $25 million in cash. Effective March 1, 2015 one or more subsidiaries of the Company sold Riverview Regional Medical Center ( 281 licensed beds) in Gadsden, Alabama to Prime for approximately $25 million in cash. This hospital was required to be divested by the Federal Trade Commission as a condition of its approval of the HMA merger. Effective February 1, 2015 , one or more subsidiaries of the Company sold Harris Hospital ( 133 licensed beds) in Newport, Arkansas and related healthcare services to White County Medical Center in Searcy, Arkansas for approximately $5 million in cash. Effective January 1, 2015 , one or more subsidiaries of the Company sold Carolina Pines Regional Medical Center ( 116 licensed beds) in Hartsville, South Carolina and related outpatient services to Capella Healthcare for approximately $74 million in cash, which was received at the closing on December 31, 2014. This hospital was required to be divested by the Federal Trade Commission as a condition of its approval of the HMA merger. During the year ended December 31, 201 4, the Company made the decision to sell and began actively marketing several smaller hospitals, which are classified as held for sale at March 31, 2016. In addition, HMA entered into a definitive agreement to sell Williamson Memorial Hospital ( 76 licensed beds) located in Williamson, West Virginia prior to the HMA merger, and the Company has continued the effort to divest this facility. In connection with management’s decision to sell these facilities and the sale of the seven hospitals (excluding Payson) noted above during 2015, the Company has classified the results of operations of the above mentioned hospitals as discontinued operations in the accompanying condensed consolidated statements of income, and classified these hospitals as held for sale in the accompanying condensed consolidated balance sheet. Net operating revenues and loss from discontinued operations for the respective periods are as follows (in millions): Three Months Ended March 31, 2016 2015 Net operating revenues $ 27 $ 56 Loss from operations of entities sold or held for sale before income taxes - (17) Impairment of hospitals sold or held for sale (2) (1) Loss on sale, net - (1) Loss from discontinued operations, before taxes (2) (19) Income tax benefit (1) (6) Loss from discontinued operations, net of taxes $ (1) $ (13) Interest expense was allocated to discontinued operations based on sale proceeds available for debt repayment. Other Hospital Closures During the three months ended March 31, 2016, the Company announced the planned closure of McNairy Regional Hospital in Selmer, Tennessee, scheduled for the second quarter of 2016. The Company recorded an impairment charge of approximately $7 million during the three months ended March 31, 2016, to adjust the value of the supplies inventory and long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value and future utilization . |
Spin-Off of Quorum Health Corpo
Spin-Off of Quorum Health Corporation | 3 Months Ended |
Mar. 31, 2016 | |
Spin-Off of Quorum Health Corporation [Abstract] | |
Spin-Off of Quorum Health Corporation Disclosure | 6. SPIN-OFF OF QUORUM HEALTH CORPORATION On August 3, 2015, the Company announced a plan to spin off 38 hospitals and Quorum Health Resources, LLC into Quorum Health Corporation, an independent, publicly traded corporation. The transaction was structured to be generally tax free to the Company and its stockholders. On April 29, 2016, the Company completed the spin-off of QHC and distributed, on a pro rata basis, all of the shares of QHC common stock to the Company’s stockholders of record as of April 22, 2016. These stockholders of record as of April 22, 2016 received a distribution of one share of QHC common stock for every four shares of Company common stock held as of the record date plus cash in lieu of any fractional shares. Immediately following the completion of the spin-off, the Company’s stockholders owned 100% of the outstanding shares of QHC common stock. Following the spin-off, QHC became an independent public company with its common stock listed for trading under the symbol “QHC” on the New York Stock Exchange. In connection with the spin-off, the Company and QHC entered into a separation and distribution agreement as well as certain ancillary agreements on April 29, 2016. These agreements allocate between the Company and QHC the various assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) that comprise the separate companies and govern certain relationships between, and activities of, the Company and QHC for a period of time after the spin-off. The results of operations for QHC have continued to be presented in continuing operations in the condensed consolidated statement of income as the Company has determined that the spin-off of QHC does not meet the criteria as discontinued operations under ASU 2014-08. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes Disclosure | 7. INCOME TAXES The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was approximately $5 million as of March 31, 2016. A total of approximately $3 million of interest and penalties is included in the amount of the liability for uncertain tax positions at March 31, 2016. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its condensed consolidated statements of income 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, or one of its subsidiaries, files income tax returns in the United States federal jurisdiction and various state jurisdictions. The Company has extended the federal statute of limitations through March 31, 2017 for Triad Hospitals, Inc. for the tax periods ended December 31, 1999, December 31, 2000, April 30, 2001, June 30, 2001, December 31, 2001, December 31, 2002, December 31, 2003, December 31, 2004, December 31, 2005, December 31, 2006 and July 25, 2007. With few exceptions, the Company is no longer subject to state income tax examinations for years prior to 2011. The Company’s federal income tax returns for the 2009 and 2010 tax years are currently under examination by the Internal Revenue Service. The Company believes the results of these examinations will not be material to its consolidated results of operations or consolidated financial position. The Company has extended the federal statute of limitations through December 31, 2016 for Community Health Systems, Inc. for the tax periods ended December 31, 2007, 2008, 2009 and 2010, and through March 31, 2017 for the tax periods ended December 31, 2011 and 2012. The Company’s effective tax rates were 41.3% and 33.2% for the three months ended March 31, 2016 and 2015, respectively. The increase in the Company’s effective tax rate for the three months ended March 31, 2016, when compared to the three months ended March 31, 2015, was primarily related to a disproportionate substantial decrease in income from continuing operations before income taxes, when compared to an increase in net income attributable to noncontrolling interests for those same periods, which is not tax a ffected in the condensed consolidated statement of income. Including the expense related to income attributable to noncontrolling interests, the effective tax rate for the three months ended March 31, 2016 and 2015 would have been 68.4% and 37.8% , respectively. The increase in the Company’s effective tax rate for the three months ended March 31, 2016 is primarily due to the impact of permanent tax differences recognized as part of the hospitals divested by the Company during this three-month period. Cash paid for income taxes, net of refunds received, resulted in net cash paid of less than $1 million and $ 1 million during the three months ended March 31, 2016 and 2015, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets Disclosure | 8. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the three months ended March 31, 2016 are as follows (in millions): Balance as of December 31, 2015 $ 8,965 Goodwill acquired as part of acquisitions during current year 57 Balance as of March 31, 2016 $ 9,022 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 and hospital management services operations meet the criteria to be classified as reporting units. At March 31, 2016, the hospital operations reporting unit, the home care agency operations reporting unit and the hospital management services reporting unit had approximately $8.9 billion, $47 million and $33 million, respectively, of goodwill. Goodwill is evaluated for impairment at the same time every year and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. There is a two-step method for determining goodwill impairment. Step one is to compare the fair value of the reporting unit with the unit’s carrying amount, including goodwill. If this test indicates the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit’s goodwill with the carrying value of the reporting unit’s goodwill. The Company performed its last annual goodwill evaluation during the fourth quarter of 2015. No impairment was indicated by this evaluation. The next annual goodwill evaluation will be performed during the fourth quarter of 2016. The Company estimates the fair value of the related reporting units using both a discounted cash flow model as well as an EBITDA 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. Intangible Assets No intangible assets other than goodwill were acquired during the three months ended March 31, 2016. The gross carrying amount of the Company’s other intangible assets subject to amortization was $79 million at March 31, 2016 and $82 million at December 31, 2015 and the net carrying amount was $27 million at March 31, 2016 and $31 million at December 31, 2015. The carrying amount of the Company’s other intangible assets not subject to amortization was $120 million March 31, 2016 and $121 million at December 31, 2015, 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, or non-compete agreements entered into in connection with prior acquisitions. The w eight ed-average remaining amortization period for the intangible assets subject to amortization is approximately four years. There are no expected residual values related to these intangible assets. Amortization expense on these intangible assets was $4 million and $3 million d uring the three months ended March 31, 2016 and 2015, respectively. Amortization expense on intangible assets is estimated to be $11 million for the remainder of 2016, $5 million in 2017, $4 million in 2018, $2 million in 2019, $2 million in 2020, $2 million in 2021 and $1 million thereafter. The gross carrying amount of capitalized software for internal use was approximatel y $1.5 billion at both March 31, 2016 and December 31, 2015, and the net carrying amount considering accumulated amortization was approximately $737 million at March 31, 2016 and $771 million at December 31, 2015. 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 March 31, 2016, there was approximately $56 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 $55 million and $53 million during the three months ended March 31, 2016 and 2015, respectively. Amortization expense on capitalized internal-use software is estimated to be $165 million for the remainder of 2016, $185 million in 2017, $102 million in 2018, $74 million in 2019, $65 million in 2020, $60 million in 2021 and $86 million thereafter. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Disclosure | 9. EARNINGS PER SHARE The following table sets forth the components of the numerator and denominator for the computation of basic and diluted earnings per share for income from continuing operations, discontinued operations and net income attributable to Community Health Systems, Inc. common stockholders (in millions, except share data): Three Months Ended March 31, 2016 2015 Numerator: Income from continuing operations, net of taxes $ 37 $ 112 Less: Income from continuing operations attributable to noncontrolling interests, net of taxes 25 20 Income from continuing operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ 12 $ 92 Loss from discontinued operations, net of taxes $ (1) $ (13) Less: Loss from discontinued operations attributable to noncontrolling interests, net of taxes - - Loss from discontinued operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ (1) $ (13) Denominator: Weighted-average number of shares outstanding — basic 110,247,867 114,419,590 Effect of dilutive securities: Restricted stock awards 45,257 181,120 Employee stock options 13,038 452,659 Other equity-based awards 3,210 4,299 Weighted-average number of shares outstanding — diluted 110,309,372 115,057,668 Three Months Ended March 31, 2016 2015 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 2,672,726 - |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity Disclosure | 10. STOCKHOLDERS’ EQUITY Authorized capital shares of the Company include 400,000,000 shares of capital stock consisting of 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. Each of the aforementioned classes of capital stock has a par value of $0.01 per share. Shares of preferred stock, none of which were outstanding as of March 31, 2016, may be issued in one or more series having such rights, preferences and other provisions as determined by the Board of Directors without approval by the holders of common stock. On November 6, 2015, the Company adopted a new open market repurchase program for up to 10,000,000 shares of the Company’s common stock, not to exceed $300 million in repurchases. The repurchase program will expire on the earlier of November 5, 2018, when the maximum number of shares has been repurchased, or when the maximum dollar amount has been expended. During the year ended December 31, 2015, the Company repurchased and retired 532,188 shares at a weighted-average price of $27.31 per share, which is the cumulative number of shares repurchased and retired under this program. No shares were repurchased under this program during the three months ended March 31, 2016. On December 10, 2014, the Company adopted an open market repurchase program for up to 5,000,000 shares of the Company’s common stock, not to exceed $150 million in repurchases. This repurchase program expired on December 1, 2015. No shares were repurchased under this program during the three months ended March 31, 2015. The Company is a holding company which operates through its subsidiaries. The Company’s Credit Facility and the indentures governing the senior and senior secured notes contain various covenants under which the assets of the subsidiaries of the Company are subject to certain restrictions relating to, among other matters, dividends and distributions, as referenced in the paragraph below. With the exception of a special cash dividend of $0.25 per share paid by the Company in December 2012, historically, the Company has not paid any cash dividends. Subject to certain exceptions, the Company’s Credit Facility limits the ability of the Company’s subsidiaries to pay dividends and make distributions to the Company, and limits the Company’s ability to pay dividends and/or repurchase stock, to an amount not to exceed $200 million in the aggregate plus an additional $25 million in any particular year plus the aggregate amount of proceeds from the exercise of stock options. The indentures governing the senior and senior secured notes also restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. As of March 31, 2016, under the most restrictive test under these agreements (and subject to certain exceptions), the Company has approximately $318 million remaining available with which to pay permitted dividends and/or repurchase shares of stock or its senior and senior secured notes. The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests for the three-month period ended March 31, 2016 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Noncontrolling Interest Total Stockholders’ Equity Balance, December 31, 2015 $ 571 $ 1 $ 1,963 $ (7) $ (73) $ 2,135 $ 86 $ 4,105 Comprehensive income 19 - - - (16) 11 6 1 Distributions to noncontrolling interests, net of contributions (14) - - - - - (4) (4) Purchase of subsidiary shares from noncontrolling interests (10) - (3) - - - (3) (6) Other reclassifications of noncontrolling interests (1) - - - - - 1 1 Noncontrolling interests in acquired entity - - - - - - 29 29 Income tax payable increase from vesting of restricted shares - - (15) - - - - (15) Cancellation of restricted stock for tax withholdings on vested shares - - (7) - - - - (7) Share-based compensation - - 14 - - - - 14 Balance, March 31, 2016 $ 565 $ 1 $ 1,952 $ (7) $ (89) $ 2,146 $ 115 $ 4,118 The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ equity (in millions): Three Months Ended March 31, 2016 Net income attributable to Community Health Systems, Inc. stockholders $ 11 Transfers to the noncontrolling interests: Net decrease in Community Health Systems, Inc. paid-in capital for purchase of subsidiary partnership interests (3) Net transfers to the noncontrolling interests (3) Change to Community Health Systems, Inc. stockholders’ equity from net income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ 8 |
Equity Investments
Equity Investments | 3 Months Ended |
Mar. 31, 2016 | |
Equity Investments [Abstract] | |
Equity Investments Disclosure | 11. EQUITY INVESTMENTS As of March 31, 2016, the Company owned equity interests of 27.5% in four hospitals in Las Vegas, Nevada, and 26.1% in one hospital in Las Vegas, Nevada, in which Universal Health Services, Inc. (“UHS”) owns the majority interest, and an equity interest of 38.0% in three hospitals in Macon, Georgia, in which HCA Holdings, Inc. (“HCA”) owns the majority interest. Summarized combined financial information for these unconsolidated entities in which the Company owns an equity interest is as follows (in millions): Three Months Ended March 31, 2016 2015 Revenues $ 415 $ 375 Operating costs and expenses 324 315 Income from continuing operations before taxes 91 60 The summarized financial information was derived from the financial information provided to the Company by those unconsolidated entities. In March 2005, the Company began purchasing items, primarily medical supplies, medical equipment and pharmaceuticals, under an agreement with HealthTrust Purchasing Group, L.P. (“HealthTrust”), a group purchasing organization in which the Company is a noncontrolling partner. As part of the HMA merger, the Company acquired HMA’s ownership in HealthTrust. As of March 31, 2016, the Company had a 24.7% ownership interest in HealthTrust. The Company’s investment in all of its unconsolidated affiliates was $504 million at March 31, 2016 and $479 million December 31, 2015, and is included in other assets, net in the accompanying condensed consolidated balance sheets. Included in the Company’s results of operations is the Company’s equity in pre-tax earnings from all of its investments in unconsolidated affiliates, which was $20 million and $18 million for the three months ended March 31, 2016 and 2015, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Long-term Debt [Abstract] | |
Long-Term Debt Disclosure | 12. LONG-TERM DEBT Long-term debt consists of the following (in millions): March 31, December 31, 2016 2015 Credit Facility: Term A Loan $ 820 $ 844 Term F Loan 1,668 1,671 Term G Loan 1,565 1,568 Term H Loan 2,879 2,884 Revolving credit loans 323 147 8% Senior Notes due 2019 1,993 1,992 7⅛% Senior Notes due 2020 1,187 1,186 5⅛% Senior Secured Notes due 2018 1,588 1,587 5⅛% Senior Secured Notes due 2021 968 967 6⅞% Senior Notes due 2022 2,924 2,921 Receivables Facility 699 699 Capital lease obligations 219 227 Other 81 92 Total debt 16,914 16,785 Less current maturities (249) (229) Total long-term debt $ 16,665 $ 16,556 Credit Facility The Company’s wholly-owned subsidiary, CHS, has senior secured financing under a credit facility with a syndicate of financial institutions led by Credit Suisse, as administrative agent and collateral agent. In connection with the HMA merger, the Company and CHS entered into a third amendment and restatement of its credit facility (the “Credit Facility”), providing for additional financing and recapitalization of certain of the Company’s term loans, including (i) the replacement of the revolving credit facility with a new $1.0 billion revolving facility maturing in 2019 (the “Revolving Facility”), (ii) the addition of a new $1.0 billion Term A facility due 2019 (the “Term A Facility”), (iii) a Term D facility in an aggregate principal amount equal to approximately $4.6 billion due 2021 (which included certain term C loans that were converted into such Term D facility (collectively, the “Term D Facility”)), (iv) the conversion of certain term C loans into Term E Loans and the borrowing of new Term E Loans in an aggregate principal amount of approximately $1.7 billion due 2017 and (v) the addition of flexibility commensurate with the Company’s post-acquisition structure. In addition to funding a portion of the consideration in connection with the HMA m erger, some of the proceeds of the Term A Facility and Term D Facility were used to refinance the outstanding $637 million existing term A facility due 2016 and the $60 million of term B loans due 2014, respectively. The Revolving Facility includes a subfacility for letters of credit. On March 9, 2015, CHS entered into Amendment No. 1 and Incremental Term Loan Assumption Agreement to refinance the existing Term E Loans due 2017 into Term F Loans due 2018, in an original aggregated principal amount of $1.7 billion. On May 18, 2015, CHS entered into an Incremental Term Loan Assumption Agreement to provide for a new $1.6 billion incremental Term G facility and a new approximately $2.9 billion incremental Term H facility. The proceeds of the Term G facility and Term H facility were used to repay the Company’s existing Term D facility in full. The loans under the Credit Facility bear interest on the outstanding unpaid principal amount at a rate equal to an applicable percentage plus, at CHS’ option, either (a) an Alternate Base Rate (as defined) determined by reference to the greater of (1) the Prime Rate (as defined) announced by Credit Suisse or (2) the Federal Funds Effective Rate (as defined) plus 0.50% or (3) the adjusted London Interbank Offered Rate (“LIBOR”) on such day for a three-month interest period commencing on the second business day after such day plus 1% or (b) LIBOR. L oans in respect of the Revolving Facility and the Term A Facility will accrue interest at a rate per annum initially 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. In addition, the margin in respect of the Revolving Facility and the Term A Facility will be subject to adjustment determined by reference to a leverage-based pricing grid. Loans in respect of the Term F Facility will accrue 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 G Loan and Term H Loan will accrue interest at a rate per annum equal to LIBOR plus 2.75% and 3.00% , respectively, in the case of LIBOR borrowings, and Alternate Base Rate plus 1.75% and 2.00% , respectively, in the case of Alternate Base Rate Borrowings. The Term G Loan and the Term H Loan are subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor. The term loan facility must be prepaid in an amount equal to (1) 100% of the net cash proceeds of certain asset sales and dispositions by the Company and its subsidiaries, subject to certain exceptions and reinvestment rights, (2) 100% of the net cash proceeds of issuances of certain debt obligations or receivables-based financing by the Company and its subsidiaries, subject to certain exceptions, and (3) 50% , subject to reduction to a lower percentage based on the Company’s leverage ratio (as defined in the Credit Facility generally as the ratio of total debt on the date of determination to the Company’s EBITDA, as defined, for the four quarters most recently ended prior to such date), of excess cash flow (as defined) for any year, subject to certain exceptions. Voluntary prepayments and commitment reductions are permitted in whole or in part, without any premium or penalty, subject to minimum prepayment or reduction requirements. The borrower under the Credit Facility is CHS. All of the obligations under the Credit Facility are unconditionally guaranteed by the Company and certain of its existing and subsequently acquired or organized domestic subsidiaries. All obligations under the Credit Facility and the related guarantees are secured by a perfected first priority lien or security interest in substantially all of the assets of the Company, CHS and each subsidiary guarantor, including equity interests held by the Company, CHS or any subsidiary guarantor, but excluding, among others, the equity interests of non-significant subsidiaries, syndication subsidiaries, securitization subsidiaries and joint venture subsidiaries. CHS has agreed to pay letter of credit fees equal to the applicable percentage then in effect with respect to Eurodollar rate loans under the Revolving Facility times the maximum aggregate amount available to be drawn under all letters of credit outstanding under the subfacility for letters of credit. The issuer of any letter of credit issued under the subfacility for letters of credit will also receive a customary fronting fee and other customary processing charges. CHS is obligated to pay commitment fees of 0.50% per annum (subject to adjustment based upon the Company’s leverage ratio) on the unused portion of the Revolving Facility. The Credit Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s and its subsidiaries’ ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) make capital expenditures, (7) engage in mergers, acquisitions and asset sales, (8) conduct transactions with affiliates, (9) alter the nature of the Company’s businesses, (10) grant certain guarantees with respect to physician practices, (11) engage in sale and leaseback transactions or (12) change the Company’s fiscal year. The Company is also required to comply with specified financial covenants (consisting of a maximum secured net leverage ratio and an interest coverage ratio) and various affirmative covenants. The Company was in compliance with all such covenants at March 31, 2016. 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 a grace period, (4) bankruptcy 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, (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 March 31, 2016, the availability for additional borrowings under the Credit Facility, after taking into account the $334 million outstanding at that date, was approximately $666 million pursuant to the Revolving Facility, of which $68 million was set aside for 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 $1.5 billion, which CHS has not yet accessed. As of March 31, 2016, the weighted-average interest rate under the Credit Facility, excluding swaps, was 4.3% . 8% Senior Notes due 2019 On November 22, 2011 , CHS completed its offering of $1.0 billion aggregate principal amount of 8% Senior Notes due 2019 (the “8% Senior Notes”), which were issued in a private placement. 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 8⅞% Senior Notes and related fees and expenses. On March 21, 2012 , CHS completed the secondary 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 8⅞% Senior Notes, 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, commencing May 15, 2012. 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. On and after November 15, 2015 , CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price November 15, 2015 to November 14, 2016 104.000 % November 15, 2016 to November 14, 2017 102.000 % November 15, 2017 to November 15, 2019 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 8% Senior Notes, as a result of an exchange offer made by CHS, substantially all of the 8% Senior Notes issued in November 2011 and March 2012 were exchanged in May 2012 for new notes (the “8% Exchange Notes”) having terms substantially identical in all material respects to the 8% Senior Notes (except that the 8% Exchange Notes were issued under a registration statement pursuant to the Securities Act of 1933, as amended (the “1933 Act”)). References to the 8% Senior Notes shall also be deemed to include the 8% Exchange Notes unless the context provides otherwise. 7⅛% Senior Notes due 2020 On July 18, 2012 , CHS completed an underwritten public offering under its automatic shelf registration filed with the SEC of $1.2 billion aggregate principal amount of 7⅛% Senior Notes due 2020 (the “7⅛% Senior Notes”). The net proceeds from this issuance were used to finance the purchase or redemption of $934 million aggregate principal amount plus accrued interest of CHS’ outstanding 8⅞% Senior Notes, to pay for consents delivered in connection therewith, to pay related fees and expenses, and for general corporate purposes. The 7⅛% Senior Notes bear interest at 7.125% per annum, payable semiannually in arrears on July 15 and January 15, commencing January 15, 2013. Interest on the 7⅛% 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. Except as set forth below, CHS is not entitled to redeem the 7⅛ % Senior Notes prior to July 15, 2016 . Prior to July 15, 2016 , CHS may redeem some or all of the 7⅛ % Senior Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the 7⅛ % Senior Notes indenture . On and after July 15, 2016 , CHS is entitled, at its option, to redeem all or a portion of the 7⅛% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price July 15, 2016 to July 14, 2017 103.563 % July 15, 2017 to July 14, 2018 101.781 % July 15, 2018 to July 15, 2020 100.000 % 5⅛% Senior Secured Notes due 2018 On August 17, 2012 , CHS completed an underwritten public offering under its automatic shelf registration filed with the SEC of $1.6 billion aggregate principal amount of 5⅛ % Senior Secured Notes due 2018 (the “2018 Senior Secured Notes”). The net proceeds from this issuance, together with available cash on hand, were used to finance the prepayment of $1.6 billion of the outstanding term loans due 2014 under the Credit Facility and related fees and expenses. The 2018 Senior Secured Notes bear interest at 5.125% per annum, payable semiannually in arrears on August 15 and February 15, commencing February 15, 2013. Interest on the 2018 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 2018 Senior Secured Notes are secured by a first-priority lien subject to a shared lien of equal priority with certain other obligations, including obligations under the Credit Facility, and subject to prior ranking liens permitted by the indenture governing the 2018 Senior Secured Notes on substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the Credit Facility. On and after August 15, 2015, CHS is entitled, at its option, to redeem all or a portion of the 2018 Senior Secured Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price August 15, 2015 to August 14, 2016 102.563 % August 15, 2016 to August 14, 2017 101.281 % August 15, 2017 to August 15, 2018 100.000 % 5⅛% Senior Secured Notes due 2021 On January 27, 2014 , CHS issued $1.0 billion aggregate principal amount of 5⅛% Senior Secured Notes due 2021 (the “2021 Senior Secured Notes”) in connection with the HMA merger, which were issued in a private placement. The net proceeds from this issuance were used to finance the HMA merger. The 2021 Senior Secured Notes bear interest at 5.125% per annum, payable semiannually in arrears on February 1 and August 1, commencing August 1, 2014. Interest on the 2021 Senior Secured Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 2021 Senior Secured Notes are secured by a first-priority lien, subject to a shared lien of equal priority with certain other obligations, including obligations under the Credit Facility, and subject to prior ranking liens permitted by the indenture governing the 2021 Senior Secured Notes, on substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the Credit Facility. Except as set forth below, CHS is not entitled to redeem the 2021 Senior Secured Notes prior to February 1, 2017 . Prior to February 1, 2017 , CHS is entitled, at its option, to redeem a portion of the 2021 Senior Secured Notes (not to exceed 40% of the outstanding principal amount) at a redemption price equal to 105.125% of the principal amount of the notes redeemed plus accrued and unpaid interest, with the proceeds from certain equity offerings . Prior to February 1, 2017 , CHS may redeem some or all of the 2021 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 2021 Senior Secured Notes indenture . On and after February 1, 2017, CHS is entitled, at its option, to redeem all or a portion of the 2021 Senior Secured Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price February 1, 2017 to January 31, 2018 103.844 % February 1, 2018 to January 31, 2019 102.563 % February 1, 2019 to January 31, 2020 101.281 % February 1, 2020 to January 31, 2021 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 2021 Senior Secured Notes, as a result of an exchange offer made by CHS, all of the 2021 Senior Secured Notes issued in January 2014 were exchanged in October 2014 for new notes (the “2021 Exchange Notes”) having terms substantially identical in all material respects to the 2021 Senior Secured Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 2021 Senior Secured Notes shall be deemed to be the 2021 Exchange Notes unless the context provides otherwise. 6⅞% Senior Notes due 2022 On January 27, 2014 , CHS issued $3.0 billion aggregate principal amount of 6⅞% Senior Notes due 2022 (the “6⅞% Senior Notes”) in connection with the HMA merger, which were issued in a private placement. The net proceeds from this issuance were used to finance the HMA merger. The 6⅞% Senior Notes bear interest at 6.875% per annum, payable semiannually in arrears on February 1 and August 1, commencing August 1, 2014. Interest on the 6⅞% 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. Except as set forth below, CHS is not entitled to redeem the 6⅞% Senior Notes prior to February 1, 2018 . Prior to February 1, 2017 , CHS is entitled, at its option, to redeem a portion of the 6⅞% Senior Notes (not to exceed 40% of the outstanding principal amount) at a redemption price equal to 106.875% of the principal amount of the notes redeemed plus accrued and unpaid interest, with the proceeds from certain public equity offerings . Prior to February 1, 2018 , CHS may redeem some or all of the 6⅞% Senior Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the 6⅞% Senior Notes indenture . On and after February 1, 201 8, CHS is entitled, at its option, to redeem all or a portion of the 6⅞% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price February 1, 2018 to January 31, 2019 103.438 % February 1, 2019 to January 31, 2020 101.719 % February 1, 2020 to January 31, 2022 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 6⅞% Senior Notes, as a result of an exchange offer made by CHS, all of the 6⅞% Senior Notes issued in January 2014 were exchanged in October 2014 for new notes (the “6⅞% Exchange Notes”) having terms substantially identical in all material respects to the 6⅞% Senior Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 6⅞% Senior Notes shall be deemed to be the 6⅞% Exchange Notes unless the context provides otherwise. Receivables Facility On March 21, 2012 , through certain of its subsidiaries, CHS entered into an accounts receivable loan agreement (the “Receivables Facility”) with a group of lenders and banks, Credit Agricolé Corporate and Investment Bank, as a managing agent and as the administrative agent, and The Bank of Nova Scotia, as a managing agent. On March 7, 2013 , CHS and certain of its subsidiaries amended the Receivables Facility to add an additional managing agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., to increase the size of the facility from $300 million to $500 million and to extend the scheduled termination date. Additional subsidiaries also agreed to participate in the Receivables Facility as of that date. On March 31, 2014, CHS and certain of its subsidiaries amended the Receivables Facility to increase the size of the facility from $500 million to $700 million and to extend the scheduled termination date. Additional subsidiaries also agreed to participate in the Receivables Facility as of that date. On November 13, 2015, CHS and certain of its subsidiaries amended the Receivables Facility to extend the scheduled termination date and amend certain other provisions thereof. The existing and future non-self pay patient-related accounts receivable (the “Receivables”) for certain affiliated hospitals serve as collateral for the outstanding borrowings under the Receivables Facility. The interest rate on the borrowings is based on the commercial paper rate plus an applicable interest rate spread. Unless earlier terminated or subsequently extended pursuant to its terms, the Receivables Facility will expire on November 13, 2017 , subject to customary termination events that could cause an early termination date. CHS maintains effective control over the Receivables because, pursuant to the terms of the Receivables Facility, the Receivables are sold from certain of CHS’ subsidiaries to CHS, and CHS then sells or contributes the Receivables to a special-purpose entity that is wholly-owned by CHS. The wholly-owned special-purpose entity in turn grants security interests in the Receivables in exchange for borrowings obtained from the group of third-party lenders and banks of up to $700 million outstanding from time to time based on the availability of eligible Receivables and other customary factors. The group of third-party lenders and banks do not have recourse to CHS or its subsidiaries beyond the assets of the wholly-owned special-purpose entity that collateralizes the loan. The Receivables and other assets of the wholly-owned special-purpose entity will be available first and foremost to satisfy the claims of the creditors of such entity. The outstanding borrowings pursuant to the Receivables Facility at March 31, 2016 totaled $699 million and are classified as long-term debt on the condensed consolidated balance sheet. At March 31, 2016, the carrying amount of Receivables included in the Receivables Facility totaled approximately $1.7 billion and is included in patient accounts receivable on the condensed consolidated balance sheet. The Company has transitioned all of its hospitals to the ICD-10 coding system, which was required of all healthcare providers covered by the Health Insurance Portability and Accountability Act (“HIPAA”). This transition involved a significant capital investment in technology and coding of the Company’s information systems, as well as significant costs related to training of staff involved with coding and billing. As noted in the Company’s 2015 Annual Report on Form 10-K, the potential for delay in billing and collection on patient receivables resulting from these changes or from new payment systems and processes implemented by third-party payors could have an adverse effect on the quality of receivables that serve as collateral under the Receivables Facility, resulting in a potential default or repayment of outstanding borrowings. Should such a repayment of borrowings under the Receivables Facility be required, the Company has availability, and expects that it will continue to have availability, under its Revolving Facility to provide sufficient financial resources and liquidity to fund the repayment. Loss from Early Extinguishment of Debt The financing transactions discussed above resulted in a loss from the early extinguishment of debt of $8 million for the three months ended March 31, 2015, and an after-tax loss of $5 million for the three months ended March 31, 2015. Other Debt As of March 31, 2016, other debt consisted primarily of the mortgage obligation on the Company’s corporate headquarters and other obligations maturing in various installments through 2020. 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 15 separate interest swap agreements in effect at March 31, 2016, with an aggregate notional amount for currently effective swaps of $3.5 billion. On each of these swaps, the Company receives a variable rate of interest based on the three-month LIBOR in exchange for the payment of a fixed rate of interest. The Company currently pays, on a quarterly basis, interest on the Revolving Facility and the Term A Facility at a rate per annum equal to LIBOR plus 2.75% . Loans in respect of the Term F Facility accrue interest at a rate per annum equal to LIBOR plus 3.25% . The Term G Loan and Term H Loan accrue interest at a rate per annum equal to LIBOR plus 2.75% and 3.00% , in the case of LIBOR borrowings, respectively, and Alternate Base Rate plus 1.75% and 2.00% , respectively, in the case of Alternate Base Rate Borrowings. The Term G Loan and the Term H Loan are subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor. See Note 13 for additional information regarding these swaps. The Company paid interest of $307 million and $300 million on borrowings during the three months ended March 31, 2016 and 2015, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments Disclosure | 13. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments has been estimated by the Company using available market information as of March 31, 2016 and December 31, 2015, 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): March 31, 2016 December 31, 2015 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 181 $ 181 $ 184 $ 184 Available-for-sale securities 268 268 271 271 Trading securities 63 63 61 61 Liabilities: Contingent Value Right 2 2 2 2 Credit Facility 7,255 7,255 7,114 7,115 8% Senior Notes 1,993 1,954 1,992 2,018 7 ⅛ % Senior Notes 1,187 1,141 1,186 1,193 2018 Senior Secured Notes 1,588 1,615 1,587 1,610 2021 Senior Secured Notes 968 1,010 967 997 6⅞% Senior Notes 2,924 2,715 2,921 2,858 Receivables Facility and other debt 780 780 791 791 The estimated fair value is determined using the methodologies discussed below in accordance with accounting standards related to the determination of fair value based on the U.S. GAAP fair value hierarchy as discussed in Note 14 . The estimated fair value for financial instruments with a fair value that does not equal its carrying value is considered a Level 1 valuation. The Company utilizes the market approach and obtains indicative pricing from the administrative agent to the Credit Facility to determine fair values or through publicly available subscription services such as Bloomberg where relevant. Cash and cash equivalents. The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months). Available-for-sale securities. Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Contingent Value Right . Estimated fair value is based on the closing price as quoted on the public market where the CVR is traded. Credit Facility. Estimated fair value is based on publicly available trading activity and supported with information from the Company’s bankers regarding relevant pricing for trading activity among the Company’s lending institutions. 8% Senior Notes. Estimated fair value is based on the closing market price for these notes. 7⅛% Senior Notes. Estimated fair value is based on the closing market price for these notes. 2018 Senior Secured Notes. Estimated fair value is based on the closing market price for these notes. 2021 Senior Secured Notes. Estimated fair value is based on the closing market price for these notes. 6⅞% Senior Notes. Estimated fair value is based on the closing market price for these notes. Receivables Facility and other debt. The carrying amount of the Receivables Facility and all other debt approximates fair value due to the nature of these obligations. Interest rate swaps. The fair value of interest rate swap agreements is the amount at which they could be settled, based on estimates calculated by the Company using a discounted cash flow analysis based on observable market inputs and validated by comparison to estimates obtained from the counterparty. The Company incorporates credit valuation adjustments (“CVAs”) to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. The Company assesses the effectiveness of its hedge instruments on a quarterly basis. For the three months ended March 31, 2016 and 2015, the Company completed an assessment of the cash flow hedge instruments and determined the hedges to be highly effective. The Company has also determined that the ineffective portion of the hedges do not have a material effect on the Company’s consolidated financial position, operations or cash flows. The counterparties to the interest rate swap agreements expose the Company to credit risk in the event of nonperformance. However, at March 31, 2016, all of the swap agreements entered into by the Company were in a net liability position such that the Company would be required to make the net settlement payments to the counterparties; the Company does not anticipate nonperformance by those counterparties. The Company does not hold or issue derivative financial instruments for trading purposes. Interest rate swaps consisted of the following at March 31, 2016: Swap # Notional Amount (in millions) Fixed Interest Rate Termination Date Fair Value (in millions) 1 $ 300 3.447 % August 6, 2016 $ 3 2 100 3.401 % August 19, 2016 1 3 200 3.429 % August 19, 2016 2 4 200 3.500 % August 30, 2016 2 5 100 3.005 % November 30, 2016 2 6 200 2.055 % July 25, 2019 7 7 200 2.059 % July 25, 2019 7 8 400 1.882 % August 30, 2019 7 9 200 2.515 % August 30, 2019 8 10 200 2.613 % August 30, 2019 8 11 300 2.041 % August 30, 2020 7 12 300 2.738 % August 30, 2020 16 13 300 2.892 % August 30, 2020 17 14 300 2.363 % January 27, 2021 11 15 200 2.368 % January 27, 2021 7 The Company is exposed to certain risks relating to its ongoing business operations. The risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate fluctuation risk associated with the term loans in the Credit Facility. Companies are required to recognize all derivative instruments as either assets or liabilities at fair value in the condensed consolidated statement of financial position. The Company designates its interest rate swaps as cash flow hedges. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Assuming no change in March 31, 2016 interest rates, approximately $46 million of interest expense resulting from the spread between the fixed and floating rates defined in each interest rate swap agreement will be recognized during the next 12 months. If interest rate swaps do not remain highly effective as a cash flow hedge, the derivatives’ gains or losses resulting from the change in fair value reported through OCI will be reclassified into earnings. The following tabular disclosure provides the amount of pre-tax loss recognized as a component of OCI during the three months ended March 31, 2016 and 2015 (in millions): Amount of Pre-Tax Loss Recognized in OCI (Effective Portion) Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, 2016 2015 Interest rate swaps $ (43) $ (22) The following tabular disclosure provides the location of the effective portion of the pre-tax loss reclassified from accumulated other comprehensive loss (“AOCL”) into interest expense on the condensed consolidated statements of income during the three months ended March 31, 2016 and 2015 (in millions): Amount of Pre-Tax Loss Reclassified from Location of Loss Reclassified from AOCL into Income (Effective Portion) AOCL into Income (Effective Portion) Three Months Ended March 31, 2016 2015 Interest expense, net $ 14 $ 9 The fair values of derivative instruments in the condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015 were as follows (in millions): Asset Derivatives Liability Derivatives March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Other assets, net $ - Other assets, net $ - Other long-term liabilities $ 105 Other long-term liabilities $ 76 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value [Abstract] | |
Fair Value Disclosure | 14. FAIR VALUE Fair Value Hierarchy Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company utilizes the U.S. GAAP fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumption about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The inputs used to measure fair value are classified into the following fair value hierarchy: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 includes values determined using pricing models, discounted cash flow methodologies, or similar techniques reflecting the Company’s own assumptions. 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 three month periods ending March 31, 2016 or March 31, 2015 . 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 March 31, 2016 and December 31, 2015 (in millions): March 31, 2016 Level 1 Level 2 Level 3 Available-for-sale securities $ 268 $ 154 $ 114 $ - Trading securities 63 63 - - Total assets $ 331 $ 217 $ 114 $ - Contingent Value Right (CVR) $ 2 $ 2 $ - $ - CVR-related liability 261 - - 261 Fair value of interest rate swap agreements 105 - 105 - Total liabilities $ 368 $ 2 $ 105 $ 261 December 31, 2015 Level 1 Level 2 Level 3 Available-for-sale securities $ 271 $ 155 $ 116 $ - Trading securities 61 61 - - Total assets $ 332 $ 216 $ 116 $ - Contingent Value Right (CVR) $ 2 $ 2 $ - $ - CVR-related liability 261 - - 261 Fair value of interest rate swap agreements 76 - 76 - Total liabilities $ 339 $ 2 $ 76 $ 261 Available-for-sale Securities Available-for-sale securities and trading securities classified as Level 1 are measured using quoted market prices. Level 2 available-for-sale securities primarily consisted of: (i) bonds and notes issued by the United States government and its agencies, domestic and foreign corporations and foreign governments; and (ii) preferred securities issued by domestic and foreign corporations. The estimated fair values of these securities are determined using various valuation techniques, including a multi-dimensional relational model that incorporates standard observable inputs and assumptions such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids/offers and other pertinent reference data. Contingent Value Right (CVR) The CVR represents the estimate of the fair value for the contingent consideration paid to HMA shareholders as part of the HMA merger. The CVR is listed on the NASDAQ and the valuation at March 31, 2016 is based on the quoted trading price for the CVR on the last day of the period. Changes in the estimated fair value of the CVR are recorded through the condensed consolidated statement of income. CVR-related Liability The CVR-related legal liability represents the Company’s estimate of fair value at March 31, 2016 of the liability associated with the legal matters assumed in the HMA merger, which are included in accrued liabilities in the accompanying condensed consolidated balance sheet. This liability did not include those matters previously accrued by HMA as a probable contingency, which were settled and paid during the year ended December 31, 2015. To develop the estimate of fair value, the Company engaged an independent third-party valuation firm to measure the liability. The valuation was made utilizing the Company’s estimates of future outcomes for each legal case and simulating future outcomes based on the timing, probability and distribution of several scenarios using a Monte Carlo simulation model. Other inputs were then utilized for discounting the liability to the measurement date. The HMA legal matters underlying this fair value estimate were evaluated by management to determine the likelihood and impact of each of the potential outcomes. Using that information, as well as the potential correlation and variability associated with each case, a fair value was determined for the estimated future cash outflows to conclude or settle the HMA legal matters included in the analysis, excluding legal fees (which are expensed as incurred). Because of the unobservable nature of the majority of the inputs used to value the liability, the Company has classified the fair value measurement as a Level 3 measurement in the fair value hierarchy. The fair value of the CVR-related legal liability will be measured each reporting period using similar measurement techniques, updated for the assumptions and facts existing at that date for each of the underlying legal matters. Changes in the fair value of the CVR related legal liability are recorded in future periods through the condensed consolidated statement of income. Fair Value of Interest Rate Swap Agreements The valuation of the Company’s interest rate swap agreements is determined using market valuation techniques, including discounted cash flow analysis on the expected cash flows of each agreement. This analysis reflects the contractual terms of the agreement, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The fair value of interest rate swap agreements are determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates based on observable market forward interest rate curves and the notional amount being hedged. The Company incorporates CVAs to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. The CVA on the Company’s interest rate swap agreements resulted in a decrease in the fair value of the related liability of $6 million and an after-tax adjustment of $4 million to OCI at March 31, 2016. The CVA on the Company’s interest rate swap agreements resulted in a decrease in the fair value of the related liability of $4 million and an after-tax adjustment of $2 million to OCI at December 31, 2015. 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. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Segment Information Disclosure | 15. SEGMENT INFORMATION The Company operates in two distinct operating segments, represented by hospital operations (which includes its general acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services) and home care agency operations (which provide in-home outpatient care). Only the hospital operations segment meets the criteria as a separate reportable segment. The financial information for the home care agency segment does not meet the quantitative thresholds for a separate identifiable reportable segment and is combined into the corporate and all other reportable segment. The distribution between reportable segments of the Company’s net operating revenues and income from continuing operations before income taxes is summarized in the following tables (in millions): Three Months Ended March 31, 2016 2015 Net operating revenues: Hospital operations $ 4,944 $ 4,857 Corporate and all other 55 54 Total $ 4,999 $ 4,911 Income from continuing operations before income taxes: Hospital operations $ 143 $ 273 Corporate and all other (80) (105) Total $ 63 $ 168 |
Other Comprehensive Income
Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Other Comprehensive Income Disclosure | 16. OTHER COMPREHENSIVE INCOME The following tables present information about items reclassified out of accumulated other comprehensive income (loss) by component for the three months ended March 31, 2016 and 2015 (in millions, net of tax): Change in Change in Fair Change in Fair Unrecognized Accumulated Other Value of Interest Value of Available Pension Cost Comprehensive Rate Swaps for Sale Securities Components Income (Loss) Balance as of December 31, 2015 $ (48) $ 1 $ (26) $ (73) Other comprehensive (loss) income before reclassifications (28) 2 - (26) Amounts reclassified from accumulated other comprehensive income 9 - 1 10 Net current-period other comprehensive (loss) income (19) 2 1 (16) Balance as of March 31, 2016 $ (67) $ 3 $ (25) $ (89) Change in Change in Fair Change in Fair Unrecognized Accumulated Other Value of Interest Value of Available Pension Cost Comprehensive Rate Swaps for Sale Securities Components Income (Loss) Balance as of December 31, 2014 $ (43) $ 7 $ (27) $ (63) Other comprehensive (loss) income before reclassifications (15) 1 - (14) Amounts reclassified from accumulated other comprehensive income 6 - 1 7 Net current-period other comprehensive (loss) income (9) 1 1 (7) Balance as of March 31, 2015 $ (52) $ 8 $ (26) $ (70) The following tables present a subtotal for each significant reclassification to net income out of AOCL and the line item affected in the accompanying condensed consolidated statement of income for the three months ended March 31, 2016 and 2015 (in millions): Amount reclassified from AOCL Affected line item in the Details about accumulated other Three Months Ended statement where net comprehensive income (loss) components March 31, 2016 income is presented Gains and losses on cash flow hedges Interest rate swaps $ (14) Interest expense, net 5 Tax benefit $ (9) Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Actuarial losses - Salaries and benefits (1) Total before tax - Tax benefit $ (1) Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Three Months Ended statement where net comprehensive income (loss) components March 31, 2015 income is presented Gains and losses on cash flow hedges Interest rate swaps $ (9) Interest expense, net 3 Tax benefit $ (6) Net of tax Amortization of defined benefit pension items Prior service costs $ - Salaries and benefits Actuarial losses (1) Salaries and benefits (1) Total before tax - Tax benefit $ (1) Net of tax |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Contingencies [Abstract] | |
Contingencies Disclosure | 17. CO NTINGENCIES 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 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, the Company agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to the closing of the spin-off, including (i) certain claims and proceedings that were known to be outstanding at or prior to the consummation of the spin-off and involved multiple facilities and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to QHC’s healthcare facilities prior to the closing date of the spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by the Company, including professional liability and employer practices. In this regard, the Company will continue to be responsible for HMA Legal Matters (as defined below) covered by the CVR agreement that relate to QHC’s business following the consummation of the spin-off, and any amounts payable by the Company in connection therewith will continue to reduce the amount payable by the Company in respect of the CVRs. Notwithstanding the foregoing, the Company will not 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 its corporate integrity agreement. HMA Legal Matters and Related CVR The CVR agreement entitles the holder to receive a one-time cash payment of up to $1.00 per CVR, subject to downward adjustment based on the final resolution of certain litigation, investigations (whether formal or informal, including subpoenas), or other actions or proceedings related to HMA or its affiliates existing on or prior to July 29, 2013 (the date of the Company’s merger agreement with HMA) as more specifically provided in the CVR agreement (all such matters are referred to as the “HMA Legal Matters”), which include, but are not limited to, investigation and litigation matters as previously disclosed by HMA in public filings with the SEC and/or as described in more detail below. The adjustment reducing the ultimate amount paid to holders of the CVR is determined based on the amount of losses incurred by the Company in connection with the HMA Legal Matters as more specifically provided in the CVR agreement, which generally includes the amount paid for damages, costs, fees and expenses (including, without limitation, attorneys’ fees and expenses), and all fines, penalties, settlement amounts, indemnification obligations and other liabilities (all such losses are referred to as “HMA Losses”). If the aggregate amount of HMA Losses exceeds a deductible of $18 million, then the amount payable in respect of each CVR shall be reduced (but not below zero) by an amount equal to the quotient obtained by dividing: (a) the product of (i) all losses in excess of the deductible and (ii) 90% ; by (b) the number of CVRs outstanding on the date on which final resolution of the existing litigation occurs. There are 264,544,053 CVRs outstanding as of the date hereof. If total HMA Losses (including HMA Losses that have occurred to date as noted in the table below) exceed approximately $ 312 million, then the holders of the CVRs will not be entitled to any payment in respect of the CVRs. The CVRs do not have a finite payment date. Any payments the Company makes under the CVR agreement will be payable within 60 days after the final resolution of the HMA Legal Matters. The CVRs are unsecured obligations of CHS and all payments under the CVRs will be subordinated in right of payment to the prior payment in full of all of the Company’s senior obligations (as defined in the CVR agreement), which include outstanding indebtedness of the Company (subject to certain exceptions set forth in the CVR agreement) and the HMA Losses. The CVR agreement permits the Company to acquire all or some of the CVRs, whether in open market transactions, private transactions or otherwise. As of March 31, 2016, the Company had acquired no CVRs. The following table represents the impact of legal expenses paid or incurred to date and settlements paid or deemed final as of March 31, 2016 on the amounts owed to CVR holders (in millions): Allocation of Expenses and Settlements Paid Reduction to Total Expenses CHS Amount Owed and Settlement Responsibility to CVR Holders Cost Deductible at 10% at 90% As of December 31, 2015 $ 58 $ 18 $ 4 $ 36 Settlements paid - - - - Legal expenses incurred and/or paid during the three months ended March 31, 2016 1 - - 1 As of March 31, 2016 $ 59 $ 18 $ 4 $ 37 Amounts owed to CVR holders are dependent on the ultimate resolution of the HMA Legal Matters and determination of HMA Losses incurred. The settlement of any or all of the claims and expenses incurred on behalf of the Company in defending itself will (subject to the deductible) reduce the amounts owed to the CVR holders. Underlying the CVR agreement are a number of claims included in the HMA Legal Matters asserted against HMA. The Company has recorded a liability in connection with those claims as part of the acquired assets and liabilities at the date of acquisition pursuant to the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations.” For the estimate of the Company’s liabilities associated with the HMA Legal Matters that will be covered by the CVR and were not previously accrued by HMA, the Company recorded a liability of $284 million as part of the acquisition accounting for the HMA merger based on the Company’s estimate of fair value of such liabilities as of the date of acquisition. There was no change in the liability during the three months ended March 31, 2016 and the fair value of such liabilities of $261 million as of March 31, 2016 is recorded in other long-term liabilities on the accompanying condensed consolidated balance sheet. As of March 31, 2016, there is currently no accrual recorded for the probable contingency claims underlying the CVR agreement. The estimated liability for probable contingency claims underlying the CVR agreement that was previously recorded by HMA, and reflected in the purchase accounting for HMA as an acquired liability has been settled and was paid during the year ended December 31, 2015. In addition, although legal fees are not included in the amounts currently accrued, such legal fees are taken into account in determining HMA Losses under the CVR agreement. Certain significant HMA Legal Matters underlying these liabilities are discussed in greater detail below. HMA Matters Recorded at Fair Value Medicare/Medicaid Billing Lawsuits Beginning during the week of December 16, 2013, eleven qui tam lawsuits filed by private individuals against HMA were unsealed in various United States district courts. The United States has elected to intervene in all or part of eight of these matters; namely U.S. ex rel. Craig Brummer v. Health Management Associates, Inc. et al. (Middle District Georgia) (“Brummer”); U.S. ex rel. Ralph D. Williams v. Health Management Associates, Inc. et al. (Middle District Georgia) (“Williams”); U.S. ex rel. Scott H. Plantz, M.D. et al. v. Health Management Associates, Inc., et al. (Northern District Illinois) (“Plantz”); U.S. ex rel. Thomas L. Mason, M.D. et al. v. Health Management Associates, Inc. et al. (Western District North Carolina) (“Mason”); U.S. ex rel. Jacqueline Meyer, et al. v. Health Management Associates, Inc., Gary Newsome et al. (“Jacqueline Meyer”) (District of South Carolina); U.S. ex rel. George Miller, et al. v. Health Management Associates, Inc. (Eastern District of Pennsylvania) (“Miller”); U.S. ex rel. Bradley Nurkin v. Health Management Associates, Inc. et al. (Middle District of Florida) (“Nurkin”); and U.S. ex rel. Paul Meyer v. Health Management Associates, Inc. et al. (Southern District Florida) (“Paul Meyer”). The United States has elected to intervene with respect to allegations in these cases that certain HMA hospitals inappropriately admitted patients and then submitted reimbursement claims for treating those individuals to federal healthcare programs in violation of the False Claims Act or that certain HMA hospitals had inappropriate financial relationships with physicians which violated the Stark law, the Anti-Kickback Statute, and the False Claims Act. Certain of these complaints also allege the same actions violated various state laws which prohibit false claims. The United States has declined to intervene in three of the eleven matters, namely U.S. ex rel. Anita France, et al. v. Health Management Associates, Inc. (Middle District Florida) (“France”) which involved allegations of wrongful billing and was settled; U.S. ex rel. Sandra Simmons v. Health Management Associates, Inc. et al. (Eastern District Oklahoma) (“Simmons”) which alleges unnecessary surgery by an employed physician and which was settled as to all allegations except alleged wrongful termination; and U.S. ex rel. David Napoliello, M.D. v. Health Management Associates, Inc. (Middle District Florida) (“Napoliello”) which alleges inappropriate admissions. On April 3, 2014, the Multi District Litigation Panel ordered the transfer and consolidation for pretrial proceedings of the eight intervened cases, plus the Napoliello matter, to the District of the District of Columbia under the name In Re: Health Management Associates, Inc. Qui Tam Litigation. On June 2, 2014, the court entered a stay of this matter until October 6, 2014, which was subsequently extended until February 27, 2015, May 27, 2015, September 25, 2015, January 25, 2016, and now until May 25, 2016. The Company intends to defend against the allegations in these matters, bu t a lso continues to cooperate with the government in the ongoing investigation of these allegations. The Company has been in discussions with the Civil Division of the United States Department of Justice (“DOJ”) regarding the resolutions of these matters. During the first quarter of 2015, the Company was informed that the Criminal Division continues to investigate former executive-level employees of HMA, and continues to consider whether any HMA entities should be held criminally liable for the acts of the former HMA employees. The Company is voluntarily cooperating with these inquiries and has not been served with any subpoenas or other legal process. Summary of Recorded Amounts The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the three months ended March 31, 2016 with respect to the Company’s fair value determination in connection with HMA Legal Matters that were not previously accrued by HMA, the estimated liability in connection with HMA Legal Matters that were previously recorded by HMA as a probable contingency, and the remaining contingencies of the Company in respect of which an accrual has been recorded. In addition, future legal fees (which are expensed as incurred) and costs related to possible indemnification and criminal investigation matters associated with the HMA Legal Matters have not been accrued or included in the table below. Furthermore, although not accrued, such costs, if incurred, will be taken into account in determining the total amount of reductions applied to the amounts owed to CVR holders. CVR Related CVR Related Liability Other Liability for Probable Probable at Fair Value Contingencies Contingencies Balance as of December 31, 2015 $ 261 $ - $ 10 Expense (income) - - - Cash payments - - (3) Balance as of March 31, 2016 $ 261 $ - $ 7 With respect to the “Other Probable Contingencies” referenced in the chart above, in accordance with applicable accounting guidance, the Company establishes a liability for litigation, regulatory and governmental matters for which, based on information currently available, the Company believes that a negative outcome is known or is probable and the amount of the loss is reasonably estimable. For all such matters (whether or not discussed in this contingencies footnote), such amounts have been recorded in other accrued liabilities on the condensed consolidated balance sheet and are included in the table above in the “Other Probable Contingencies” column. Due to the uncertainties and difficulty in predicting the ultimate resolution of these contingencies, the actual amount could differ from the estimated amount reflected as a liability on the condensed consolidated balance sheet. In the aggregate, attorneys’ fees and other costs incurred but not included in the table above related to probable contingencies, and CVR-related contingencies accounted for at fair value, totaled $1 million and $4 million for the three months ended March 31, 2016 and 2015, respectively, and are included in other operating expenses in the accompanying condensed consolidated statements of income. Matters for which an Outcome Cannot be Assessed For all of the legal matters below, 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. Because the matters below are at a preliminary stage and other factors, there are not sufficient facts available to make these assessments. 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. Discovery is also continuing. The Company believes this consolidated matter is without merit and will vigorously defend this case. Shareholder Derivative Actions . Three purported shareholder derivative actions have also been filed in the United States District Court for the Middle District of Tennessee; Plumbers and Pipefitters Local Union No. 630 Pension Annuity Trust Fund v. Wayne T. Smith, et al., filed May 24, 2011; Roofers Local No. 149 Pension Fund v. Wayne T. Smith, et al., filed June 21, 2011; and Lambert Sweat v. Wayne T. Smith, et al., filed October 5, 2011. These three cases allege breach of fiduciary duty arising out of allegedly improper inpatient admission practices, mismanagement, waste and unjust enrichment. These cases have been consolidated into a single, consolidated action. The plaintiffs filed an operative amended derivative complaint in these three consolidated actions on March 15, 2012. The Company’s motion to dismiss was argued on June 13, 2013. On September 27, 2013, the court issued an order granting in part and denying in part the Company’s motion to dismiss. An initial case management order was entered on November 11, 2014, but no trial date has been set. Discovery is continuing. The Company believes all of the plaintiffs’ claims are without merit and will vigorously defend them. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events Disclosure | 18. SUBSEQUENT EVENTS The Company evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the condensed consolidated financial statements. On April 29, 2016, the Company completed the spin-off of QHC and distributed, on a pro rata basis, all of the shares of QHC common stock to the Company’s stockholders of record as of April 22, 2016. These stockholders of record as of April 22, 2016 received a distribution of one share of QHC common stock for every four shares of Company common stock held as of the record date plus cash in lieu of any fractional shares. Immediately following the completion of the spin-off, the Company’s stockholders owned 100% of the outstanding shares of QHC common stock. Following the spin-off, QHC became an independent public company with its common stock listed for trading under the symbol “QHC” on the New York Stock Exchange. In connection with the spin-off, the Company and QHC entered into a separation and distribution agreement as well as certain ancillary agreements on April 29, 2016. These agreements allocate between the Company and QHC the various assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) that comprise the separate companies and govern certain relationships between, and activities of, the Company and QHC for a period of time after the spin-off. Pursuant to a special distribution paid by QHC to the Company as part of the series of transactions engaged in to complete the spin-off, the Company received approximately $1.2 billion in cash generated from the net proceeds of certain financing arrangements entered into by QHC as part of the separation. The Company has used approximately $194 million of such proceeds to repay a portion of its Term F Loans due 2018. In addition, on May 2, 2016, the Company commenced a cash tender offer for up to $900 million of its approximately $1.6 billion aggregate principal amount outstanding of 5 ⅛% Senior Secured Notes due 2018 as noted in a press release issued by the Company on such date. The Company intends to use remaining proceeds from such special distribution to repay other outstanding debt and to pay certain expenses incurred in connection with the spin-off and such debt repayment transactions. As part of the separation and distribution of QHC to the Company’s stockholders, the Company will record the distribution of the assets and liabilities of the QHC entities from its consolidated balance sheet on a historical cost basis as a dividend from stockholders’ equity, and no gain or loss will be recorded. On April 1, 2016 , one or more subsidiaries of the Company completed the acquisition of an 80% interest in Physicians’ Specialty Hospital ( 20 licensed beds), a Medicare-certified specialty surgical hospital in Fayetteville, Arkansas. The total cash consideration paid at closing was approximately $13 million. On April 29, 2016 , the Company entered into a definitive agreement with UHS to sell its unconsolidated minority equity interests in Valley Health System LLC, a joint venture with UHS representing four hospitals in Las Vegas, Nevada, in which the Company owns a 27.5% interest, and in Summerlin Hospital Medical Center LLC, a joint venture with UHS representing one hospital in Las Vegas, Nevada, in which the Company owns a 26.1% interest. The Company will receive $445 million in cash from UHS in return for the sale of its equity interests in the second quarter of 2016. |
Supplemental Condensed Consolid
Supplemental Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Condensed Consolidating Financial Information Disclosure | 19. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Senior Notes due 2019, 2020 and 2022, which are senior unsecured obligations of CHS, and the 5⅛% Senior Secured Notes due 2018 and 2021 (collectively, “the Notes”) are guaranteed on a senior basis by the Company and by certain of its existing and subsequently acquired or organized 100 % owned domestic subsidiaries. The Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor’s capital stock is sold, or a sale of all of the subsidiary guarantor’s assets used in operations. The following condensed consolidating financial statements present Community Health Systems, Inc. (as parent guarantor), CHS (as the issuer), the subsidiary guarantors, the subsidiary non-guarantors and eliminations. These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The accounting policies used in the preparation of this financial information are consistent with those elsewhere in the condensed consolidated financial statements of the Company, except as noted below: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets. • Cash flows from intercompany transactions are presented in cash flows from financing activities, as changes in intercompany balances with affiliates, net. • Income tax expense is allocated from the parent guarantor to the income producing operations (other guarantors and non-guarantors) and the issuer through stockholders’ equity. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. • Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances. The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the Receivables Facility that is further discussed in Note 12. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Condensed Consolidating Statement of Income Three Months Ended March 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (6) $ 3,766 $ 1,994 $ - $ 5,754 Provision for bad debts - - 532 223 - 755 Net operating revenues - (6) 3,234 1,771 - 4,999 Operating costs and expenses: Salaries and benefits - - 1,282 1,035 - 2,317 Supplies - - 543 256 - 799 Other operating expenses - - 817 356 - 1,173 Electronic health records incentive reimbursement - - (11) (7) - (18) Rent - - 65 54 - 119 Depreciation and amortization - - 211 87 - 298 Impairment of long-lived assets - - 12 5 - 17 Total operating costs and expenses - - 2,919 1,786 - 4,705 Income from operations - (6) 315 (15) - 294 Interest expense, net - 35 200 16 - 251 Equity in earnings of unconsolidated affiliates (11) (62) 17 - 36 (20) Income from continuing operations before income taxes 11 21 98 (31) (36) 63 Provision for (benefit from) income taxes - 10 37 (21) - 26 Income from continuing operations 11 11 61 (10) (36) 37 Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - (1) 1 - - Impairment of hospitals sold or held for sale - - - (1) - (1) Loss from discontinued operations, net of taxes - - (1) - - (1) Net income 11 11 60 (10) (36) 36 Less: Net income attributable to noncontrolling interests - - - 25 - 25 Net income attributable to Community Health Systems, Inc. stockholders $ 11 $ 11 $ 60 $ (35) $ (36) $ 11 Condensed Consolidating Statement of Income Three Months Ended March 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (5) $ 3,488 $ 2,163 $ - $ 5,646 Provision for bad debts - - 447 288 - 735 Net operating revenues - (5) 3,041 1,875 - 4,911 Operating costs and expenses: Salaries and benefits - - 1,222 1,035 - 2,257 Supplies - - 492 270 - 762 Other operating expenses - - 708 391 - 1,099 Government settlement and related costs - - 8 - - 8 Electronic health records incentive reimbursement - - (17) (9) - (26) Rent - - 61 55 - 116 Depreciation and amortization - - 200 96 - 296 Total operating costs and expenses - - 2,674 1,838 - 4,512 Income from operations - (5) 367 37 - 399 Interest expense, net - 21 211 9 - 241 Loss from early extinguishment of debt - 8 - - - 8 Equity in earnings of unconsolidated affiliates (79) (104) (5) - 170 (18) Income from continuing operations before income taxes 79 70 161 28 (170) 168 Provision for (benefit from) income taxes - (9) 61 4 - 56 Income from continuing operations 79 79 100 24 (170) 112 Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - - (11) - (11) Impairment of hospitals sold or held for sale - - (1) - - (1) Loss on sale, net - - 2 (3) - (1) Loss from discontinued operations, net of taxes - - 1 (14) - (13) Net income 79 79 101 10 (170) 99 Less: Net income attributable to noncontrolling interests - - - 20 - 20 Net income attributable to Community Health Systems, Inc. stockholders $ 79 $ 79 $ 101 $ (10) $ (170) $ 79 Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income $ 11 $ 11 $ 60 $ (10) $ (36) $ 36 Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax (19) (19) - - 19 (19) 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) (16) (16) 3 - 13 (16) Comprehensive income (5) (5) 63 (10) (23) 20 Less: Comprehensive income attributable to noncontrolling interests - - - 25 - 25 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (5) $ (5) $ 63 $ (35) $ (23) $ (5) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income $ 79 $ 79 $ 101 $ 10 $ (170) $ 99 Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax (9) (9) - - 9 (9) 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 1 1 1 - (2) 1 Other comprehensive income (loss) (7) (7) 2 - 5 (7) Comprehensive income 72 72 103 10 (165) 92 Less: Comprehensive income attributable to noncontrolling interests - - - 20 - 20 Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 72 $ 72 $ 103 $ (10) $ (165) $ 72 Condensed Consolidating Balance Sheet March 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 12 $ 169 $ - $ 181 Patient accounts receivable, net of allowance for doubtful accounts - - 1,232 2,491 - 3,723 Supplies - - 408 179 - 587 Prepaid income taxes 2 - - - - 2 Prepaid expenses and taxes - - 146 72 - 218 Other current assets - - 347 198 - 545 Total current assets 2 - 2,145 3,109 - 5,256 Intercompany receivable 1,178 16,776 1,638 6,299 (25,891) - Property and equipment, net - - 6,924 3,180 - 10,104 Goodwill - - 5,462 3,560 - 9,022 Other assets, net - - 2,349 1,258 (1,265) 2,342 Net investment in subsidiaries 3,433 21,416 7,859 - (32,708) - Total assets $ 4,613 $ 38,192 $ 26,377 $ 17,406 $ (59,864) $ 26,724 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 175 $ 65 $ 9 $ - $ 249 Accounts payable - - 874 305 - 1,179 Accrued interest - 156 1 1 - 158 Accrued liabilities 4 - 956 508 - 1,468 Total current liabilities 4 331 1,896 823 - 3,054 Long-term debt - 15,739 128 798 - 16,665 Intercompany payable - 17,347 18,975 13,775 (50,097) - Deferred income taxes 599 - - - - 599 Other long-term liabilities 8 1,342 1,343 295 (1,265) 1,723 Total liabilities 611 34,759 22,342 15,691 (51,362) 22,041 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 565 - 565 Equity: Community Health Systems, Inc. stockholders’ equity: Preferred stock - - - - - - Common stock 1 - - - - 1 Additional paid-in capital 1,951 1,328 1,530 1,042 (3,899) 1,952 Treasury stock, at cost (7) - - - - (7) Accumulated other comprehensive loss (89) (89) (21) (1) 111 (89) Retained earnings 2,146 2,194 2,526 (6) (4,714) 2,146 Total Community Health Systems, Inc. stockholders’ equity 4,002 3,433 4,035 1,035 (8,502) 4,003 Noncontrolling interests in equity of consolidated subsidiaries - - - 115 - 115 Total equity 4,002 3,433 4,035 1,150 (8,502) 4,118 Total liabilities and equity $ 4,613 $ 38,192 $ 26,377 $ 17,406 $ (59,864) $ 26,724 Condensed Consolidating Balance Sheet December 31, 2015 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 25 $ 159 $ - $ 184 Patient accounts receivable, net of allowance for doubtful accounts - - 1,197 2,414 - 3,611 Supplies - - 400 180 - 580 Prepaid income taxes 27 - - - - 27 Prepaid expenses and taxes - - 138 59 - 197 Other current assets - - 356 211 - 567 Total current assets 27 - 2,116 3,023 - 5,166 Intercompany receivable 1,159 16,544 1,491 6,404 (25,598) - Property and equipment, net - - 6,863 3,249 - 10,112 Goodwill - - 5,460 3,505 - 8,965 Other assets, net - - 2,153 1,245 (1,046) 2,352 Net investment in subsidiaries 3,438 20,964 8,035 - (32,437) - Total assets $ 4,624 $ 37,508 $ 26,118 $ 17,426 $ (59,081) $ 26,595 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 162 $ 57 $ 10 $ - $ 229 Accounts payable - - 866 392 - 1,258 Accrued interest - 226 - 1 - 227 Accrued liabilities 4 - 901 453 - 1,358 Total current liabilities 4 388 1,824 856 - 3,072 Long-term debt - 15,604 151 801 - 16,556 Intercompany payable - 16,861 19,021 13,764 (49,646) - Deferred income taxes 593 - - - - 593 Other long-term liabilities 8 1,217 1,149 370 (1,046) 1,698 Total liabilities 605 34,070 22,145 15,791 (50,692) 21,919 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 571 - 571 Equity: Community Health Systems, Inc. stockholders’ equity: Preferred stock - - - - - - Common stock 1 - - - - 1 Additional paid-in capital 1,963 1,324 1,506 967 (3,797) 1,963 Treasury stock, at cost (7) - - - - (7) Accumulated other comprehensive loss (73) (73) (22) (3) 98 (73) Retained earnings 2,135 2,187 2,489 14 (4,690) 2,135 Total Community Health Systems, Inc. stockholders’ equity 4,019 3,438 3,973 978 (8,389) 4,019 Noncontrolling interests in equity of consolidated subsidiaries - - - 86 - 86 Total equity 4,019 3,438 3,973 1,064 (8,389) 4,105 Total liabilities and equity $ 4,624 $ 37,508 $ 26,118 $ 17,426 $ (59,081) $ 26,595 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ - $ (223) $ 420 $ 97 $ - $ 294 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (2) (97) - (99) Purchases of property and equipment - - (159) (65) - (224) Proceeds from disposition of hospitals and other ancillary operations - - 12 - - 12 Proceeds from sale of property and equipment - - 3 1 - 4 Purchases of available-for-sale securities - - (12) (25) - (37) Proceeds from sales of available-for-sale securities - - 10 30 - 40 Increase in other investments - - (53) (14) - (67) Net cash used in investing activities - - (201) (170) - (371) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (7) - - - - (7) Redemption of noncontrolling investments in joint ventures - - - (16) - (16) Distributions to noncontrolling investors in joint ventures - - - (18) - (18) Changes in intercompany balances with affiliates, net 7 89 (215) 119 - - Borrowings under credit agreements - 1,563 1 - - 1,564 Proceeds from receivables facility - - - 31 - 31 Repayments of long-term indebtedness - (1,429) (18) (33) - (1,480) Net cash provided by (used in) financing activities - 223 (232) 83 - 74 Net change in cash and cash equivalents - - (13) 10 - (3) Cash and cash equivalents at beginning of period - - 25 159 - 184 Cash and cash equivalents at end of period $ - $ - $ 12 $ 169 $ - $ 181 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (10) $ (123) $ 23 $ 49 $ - $ (61) Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (11) (2) - (13) Purchases of property and equipment - - (199) (42) - (241) Proceeds from disposition of hospitals and other ancillary operations - - 4 58 - 62 Proceeds from sale of property and equipment - - - 3 - 3 Purchases of available-for-sale securities - - (22) (37) - (59) Proceeds from sales of available-for-sale securities - - 19 37 - 56 Increase in other investments - - (30) (9) - (39) Net cash used in investing activities - - (239) 8 - (231) Cash flows from financing activities: Proceeds from exercise of stock options 17 - - - - 17 Repurchase of restricted stock shares for payroll tax withholding requirements (20) - - - - (20) Deferred financing costs and other debt-related costs - (20) - - - (20) Redemption of noncontrolling investments in joint ventures - - - (7) - (7) Distributions to noncontrolling investors in joint ventures - - - (23) - (23) Changes in intercompany balances with affiliates, net 13 77 (101) 11 - - Borrowings under credit agreements - 1,250 1 - - 1,251 Proceeds from receivables facility - - - 75 - 75 Repayments of long-term indebtedness - (1,184) (15) (69) - (1,268) Net cash provided by (used in) financing activities 10 123 (115) (13) - 5 Net change in cash and cash equivalents - - (331) 44 - (287) Cash and cash equivalents at beginning of period - - 368 141 - 509 Cash and cash equivalents at end of period $ - $ - $ 37 $ 185 $ - $ 222 |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Accounting, Policy | The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of March 31, 2016 and December 31, 2015 and for the three-month ended March 31, 2016 and 2015, 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 months ended March 31, 2016, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2016. 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, 2015, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2016 (“2015 Form 10-K”). |
Consolidation, Policy | 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 publicl y t raded 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, and management services provided, by distinct and indirect subsidiaries of Community Health Systems, Inc. |
Allowance for Doubtful Accounts, Policy | Allowance for Doubtful Accounts . Accounts receivable are reduced by an allowance for amounts that could become uncollectible in the future. Substantially all of the Company’s receivables are related to providing healthcare services to patients at its hospitals and affiliated businesses. The Company estimates the allowance for doubtful accounts by reserving a percentage of all self-pay accounts receivable without regard to aging category, based on collection history, adjusted for expected recoveries and any anticipated changes in trends. The Company’s ability to estimate the allowance for doubtful accounts is not impacted by not utilizing an aging of net accounts receivable as the Company believes that substantially all of the risk exists at the point in time such accounts are identified as self-pay. For all other non-self-pay payor categories, the Company reserves an estimated amount on historical collection rates for the uncontractualized portion of all accounts aging over 365 days from the date of discharge. These amounts represent an immaterial percentage of the outstanding accounts receivable. The percentage used to reserve for all self-pay accounts is based on the Company’s collection history. The Company collects substantially all of its third-party insured receivables, which include receivables from governmental agencies. Collections are impacted by the economic ability of patients to pay and the effectiveness of the Company’s collection efforts. Significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the Company’s collection of accounts receivable and the estimates of the collectability of future accounts receivable and are considered in the Company’s estimates of accounts receivable collectability. The Company also continually reviews its overall reserve adequacy by monitoring historical cash collections as a percentage of trailing net revenue less provision for bad debts, as well as by analyzing current period net revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions. |
Electronic Health Records Incentive Reimbursement Policy | Electronic Health Records Incentive Reimbursement. The federal government has implemented a number of regulations and programs designed to promote the use of electronic health records (“EHR”) technology and, pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), established requirements for a Medicare and Medicaid incentive payments program for eligible hospitals and professionals that adopt and meaningfully use certified EHR technology. The Company utilizes a gain contingency model to recognize EHR incentive payments. Recognition occurs when the eligible hospitals adopt or demonstrate meaningful use of certified EHR technology for the applicable payment period and have available the Medicare cost report information for the relevant full cost report year used to determine the final incentive payment. Medicaid EHR incentive payments are calculated based on prior period Medicare cost report information available at the time when eligible hospitals adopt, implement, upgrade or demonstrate meaningful use of certified EHR technology. Since the information for the relevant full Medicare cost report year is available at the time of attestation, the incentive income from resolving the gain contingency is recognized when eligible hospitals adopt, implement, upgrade or demonstrate meaningful use of certified EHR technology. Medicare EHR incentive payments are calculated based on the Medicare cost report information for the full cost report year that began during the federal fiscal year in which meaningful use is demonstrated. Since the necessary information is only available at the end of the relevant full Medicare cost report year and after the cost report is settled, the incentive income from resolving the gain contingency is recognized when eligible hospitals demonstrate meaningful use of certified EHR technology and the information for the applicable full Medicare cost report year to determine the final incentive payment is available. In some instances, the Company may receive estimated Medicare EHR incentive payments prior to when the Medicare cost report information used to determine the final incentive payment is available. In these instances, recognition of the gain for EHR incentive payments is deferred until all recognition criteria described above are met. Eligibility for annual Medicare incentive payments is dependent on providers successfully attesting to the meaningful use of EHR technology. Medicaid incentive payments are available to providers in the first payment year that they adopt, implement or upgrade certified EHR technology; however, providers must demonstrate meaningful use of such technology in any subsequent payment years to qualify for additional incentive payments. Medicaid EHR incentive payments are fully funded by the federal government and administered by the states; however, the states are not required to offer EHR incentive payments to providers. The Company recognized approximately $18 million and $26 million for the three months ended March 31, 2016 and 2015, respectively, of incentive reimbursement for HITECH incentives from Medicare and Medicaid related to certain of the Company’s hospitals and for certain of the Company’s employed physicians that have demonstrated meaningful use of certified EHR technology or have completed attestations to their adoption or implementation of certified EHR technology. These incentive reimbursements are presented as a reduction of operating costs and expenses on the condensed consolidated statements of income. The Company received cash related to the incentive reimbursement for HITECH incentives of approximately $85 million and $54 million for the three months ended March 31, 2016 and 2015, respectively. The Company recorded $34 million and $75 million as deferred revenue in connection with the receipt of these payments at March 31, 2016 and 2015, respectively, as all criteria for gain recognition had not been met. |
New Accounting Pronouncements, Policy | New Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. This ASU provides companies the option of applying a full or modified retrospective approach upon adoption. This ASU is effective for fiscal years beginning after December 15, 2016. However, the FASB recently issued a final ASU that defers the effective date by one year, with early adoption permitted for annual periods beginning after December 15, 2016. The Company expects to adopt this ASU on January 1, 2018 and is currently evaluating its plan for adoption and the impact on its revenue recognition policies, procedures and control framework and the resulting impact on its consolidated financial position, results of operations and cash flows. In April 2015, the FASB issued ASU 2015-03, which requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with the accounting for debt discounts. The ASU did not change the measurement or recognition guidance for debt issuance costs. This ASU is effective for fiscal years beginning after December 31, 2015. The Company adopted this ASU on January 1, 2016, which resulted in the reclassification of approximately $266 million of debt issuance costs from other long-term assets to a reduction of the related long-term debt. The adoption of this ASU was applied retroactively to all periods presented, and had no impact on the Company’s results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17, which amended the balance sheet classification requirements for deferred income taxes to simplify their presentation in the statement of financial position. The ASU requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 31, 2016, with early adoption permitted. The Company early adopted the provisions of this ASU for the presentation and classification of its deferred tax assets at December 31, 2015. The effect of this change primarily resulted in the current portion of deferred income taxes at December 31, 2015 being included in the noncurrent deferred income tax liability. In January 2016, the FASB issued ASU 2016-01, which amends the measurement, presentation and disclosure requirements for equity investments, other than those accounted for under the equity method or that require consolidation of the investee. The ASU eliminates the classification of equity investments as available-for-sale with any changes in fair value of such investments recognized in other comprehensive income, and requires entities to measure equity investments at fair value, with any changes in fair value recognized in net income. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2018, and is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. The ASU also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. This ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2019. Because of the number of leases the Company utilizes to support its operations, the adoption of this ASU is expected to have a significant impact on the Company’s consolidated financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s consolidated financial position and results of operations, and the quantitative and qualitative factors that will impact the Company as part of the adoption of this ASU, as well as any changes to its leasing strategy that may occur because of the changes to the accounting and recognition of leases. In March 2016, the FASB issued ASU 2016-09, which was issued to simplify some of the accounting guidance for share-based compensation. Among the areas impacted by the amendments in this ASU is the accounting for income taxes related to share-based payments, accounting for forfeitures, classification of awards as equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2017. Management is evaluating the impact that the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions And Divestitures [Abstract] | |
Business Combinations Policy | Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded as of the date of acquisition. Any material impact to comparative information for periods after acquisition, but before the period in which adjustments are identified, is reflected in those prior periods as if the adjustments were considered as of the acquisition date. 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. |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Asset Impairment [Abstract] | |
Goodwill, Policy | 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 and hospital management services operations meet the criteria to be classified as reporting units. At March 31, 2016, the hospital operations reporting unit, the home care agency operations reporting unit and the hospital management services reporting unit had approximately $8.9 billion, $47 million and $33 million, respectively, of goodwill. Goodwill is evaluated for impairment at the same time every year and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. There is a two-step method for determining goodwill impairment. Step one is to compare the fair value of the reporting unit with the unit’s carrying amount, including goodwill. If this test indicates the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit’s goodwill with the carrying value of the reporting unit’s goodwill. The Company performed its last annual goodwill evaluation during the fourth quarter of 2015. No impairment was indicated by this evaluation. The next annual goodwill evaluation will be performed during the fourth quarter of 2016. The Company estimates the fair value of the related reporting units using both a discounted cash flow model as well as an EBITDA 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. |
Fair Value of Financial Instr29
Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments, Policy | The estimated fair value is determined using the methodologies discussed below in accordance with accounting standards related to the determination of fair value based on the U.S. GAAP fair value hierarchy as discussed in Note 14 . The estimated fair value for financial instruments with a fair value that does not equal its carrying value is considered a Level 1 valuation. The Company utilizes the market approach and obtains indicative pricing from the administrative agent to the Credit Facility to determine fair values or through publicly available subscription services such as Bloomberg where relevant. Cash and cash equivalents. The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months). Available-for-sale securities. Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Contingent Value Right . Estimated fair value is based on the closing price as quoted on the public market where the CVR is traded. Credit Facility. Estimated fair value is based on publicly available trading activity and supported with information from the Company’s bankers regarding relevant pricing for trading activity among the Company’s lending institutions. 8% Senior Notes. Estimated fair value is based on the closing market price for these notes. 7⅛% Senior Notes. Estimated fair value is based on the closing market price for these notes. 2018 Senior Secured Notes. Estimated fair value is based on the closing market price for these notes. 2021 Senior Secured Notes. Estimated fair value is based on the closing market price for these notes. 6⅞% Senior Notes. Estimated fair value is based on the closing market price for these notes. Receivables Facility and other debt. The carrying amount of the Receivables Facility and all other debt approximates fair value due to the nature of these obligations. Interest rate swaps. The fair value of interest rate swap agreements is the amount at which they could be settled, based on estimates calculated by the Company using a discounted cash flow analysis based on observable market inputs and validated by comparison to estimates obtained from the counterparty. The Company incorporates credit valuation adjustments (“CVAs”) to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. |
Fair Value (Policies)
Fair Value (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value [Abstract] | |
Fair Value Measurement, Policy | 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 three month periods ending March 31, 2016 or March 31, 2015 . |
Commitments and Contingencies (
Commitments and Contingencies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Contingencies [Abstract] | |
Legal Costs, Policy | 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 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. |
Supplemental Condensed Consol32
Supplemental Condensed Consolidating Financial Information (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Guarantor Financial Information Policy | These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The accounting policies used in the preparation of this financial information are consistent with those elsewhere in the condensed consolidated financial statements of the Company, except as noted below: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets. • Cash flows from intercompany transactions are presented in cash flows from financing activities, as changes in intercompany balances with affiliates, net. • Income tax expense is allocated from the parent guarantor to the income producing operations (other guarantors and non-guarantors) and the issuer through stockholders’ equity. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. • Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances. The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the Receivables Facility that is further discussed in Note 12. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. |
Basis of Presentation and Sig33
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of Operating Revenues, Net of Contractual Allowances and Discounts (But Before the Provision for Bad Debts) | Three Months Ended March 31, 2016 2015 Medicare $ 1,431 $ 1,398 Medicaid 593 586 Managed Care and other third-party payors 3,022 2,946 Self-pay 708 716 Total $ 5,754 $ 5,646 |
Accounting for Stock-Based Co34
Accounting for Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting for Stock-Based Compensation [Abstract] | |
Schedule of Share-based Compensation Expense | Three Months Ended March 31, 2016 2015 Effect on income from continuing operations before income taxes $ (14) $ (14) Effect on net income $ (8) $ (8) |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted- Aggregate Average Intrinsic Weighted- Remaining Value as of Average Contractual March 31, Shares Exercise Price Term 2016 Outstanding at December 31, 2015 1,232,158 $ 31.65 Granted - - Exercised - - Forfeited and cancelled (9,334) 29.85 Outstanding at March 31, 2016 1,222,824 $ 31.66 3.8 years $ - Exercisable at March 31, 2016 1,222,824 $ 31.66 3.8 years $ - |
Schedule of Share-based Compensation, Restricted Stock, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2015 2,845,579 $ 44.18 Granted 1,340,000 15.48 Vested (1,301,337) 43.36 Forfeited (4,667) 43.05 Unvested at March 31, 2016 2,879,575 31.20 |
Schedule of Share-based Compensation, Restricted Stock Units Award, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2015 42,678 $ 44.59 Granted 77,119 15.43 Vested (21,432) 43.60 Forfeited - - Unvested at March 31, 2016 98,365 21.95 |
Acquisitions and Divestitures35
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions And Divestitures [Abstract] | |
Schedule of Net Operating Revenues and Income (Loss) and Assets and Liabilities Classified as Discontinued Operations | Three Months Ended March 31, 2016 2015 Net operating revenues $ 27 $ 56 Loss from operations of entities sold or held for sale before income taxes - (17) Impairment of hospitals sold or held for sale (2) (1) Loss on sale, net - (1) Loss from discontinued operations, before taxes (2) (19) Income tax benefit (1) (6) Loss from discontinued operations, net of taxes $ (1) $ (13) |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | Balance as of December 31, 2015 $ 8,965 Goodwill acquired as part of acquisitions during current year 57 Balance as of March 31, 2016 $ 9,022 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | Three Months Ended March 31, 2016 2015 Numerator: Income from continuing operations, net of taxes $ 37 $ 112 Less: Income from continuing operations attributable to noncontrolling interests, net of taxes 25 20 Income from continuing operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ 12 $ 92 Loss from discontinued operations, net of taxes $ (1) $ (13) Less: Loss from discontinued operations attributable to noncontrolling interests, net of taxes - - Loss from discontinued operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ (1) $ (13) Denominator: Weighted-average number of shares outstanding — basic 110,247,867 114,419,590 Effect of dilutive securities: Restricted stock awards 45,257 181,120 Employee stock options 13,038 452,659 Other equity-based awards 3,210 4,299 Weighted-average number of shares outstanding — diluted 110,309,372 115,057,668 |
Schedule of Antidilutive Securities | Three Months Ended March 31, 2016 2015 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 2,672,726 - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Schedule of Stockholders' Equity | Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Noncontrolling Interest Total Stockholders’ Equity Balance, December 31, 2015 $ 571 $ 1 $ 1,963 $ (7) $ (73) $ 2,135 $ 86 $ 4,105 Comprehensive income 19 - - - (16) 11 6 1 Distributions to noncontrolling interests, net of contributions (14) - - - - - (4) (4) Purchase of subsidiary shares from noncontrolling interests (10) - (3) - - - (3) (6) Other reclassifications of noncontrolling interests (1) - - - - - 1 1 Noncontrolling interests in acquired entity - - - - - - 29 29 Income tax payable increase from vesting of restricted shares - - (15) - - - - (15) Cancellation of restricted stock for tax withholdings on vested shares - - (7) - - - - (7) Share-based compensation - - 14 - - - - 14 Balance, March 31, 2016 $ 565 $ 1 $ 1,952 $ (7) $ (89) $ 2,146 $ 115 $ 4,118 |
Schedule of Impact of Noncontrolling Interest to Stockholders' Equity | Three Months Ended March 31, 2016 Net income attributable to Community Health Systems, Inc. stockholders $ 11 Transfers to the noncontrolling interests: Net decrease in Community Health Systems, Inc. paid-in capital for purchase of subsidiary partnership interests (3) Net transfers to the noncontrolling interests (3) Change to Community Health Systems, Inc. stockholders’ equity from net income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ 8 |
Equity Investments (Tables)
Equity Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Investments [Abstract] | |
Schedule of Financial Information Related to Unconsolidated Entities Included in Consolidated Statement of Income | Three Months Ended March 31, 2016 2015 Revenues $ 415 $ 375 Operating costs and expenses 324 315 Income from continuing operations before taxes 91 60 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Debt | March 31, December 31, 2016 2015 Credit Facility: Term A Loan $ 820 $ 844 Term F Loan 1,668 1,671 Term G Loan 1,565 1,568 Term H Loan 2,879 2,884 Revolving credit loans 323 147 8% Senior Notes due 2019 1,993 1,992 7⅛% Senior Notes due 2020 1,187 1,186 5⅛% Senior Secured Notes due 2018 1,588 1,587 5⅛% Senior Secured Notes due 2021 968 967 6⅞% Senior Notes due 2022 2,924 2,921 Receivables Facility 699 699 Capital lease obligations 219 227 Other 81 92 Total debt 16,914 16,785 Less current maturities (249) (229) Total long-term debt $ 16,665 $ 16,556 |
Senior Notes at 8.0, Due 2019 [Member] | Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price November 15, 2015 to November 14, 2016 104.000 % November 15, 2016 to November 14, 2017 102.000 % November 15, 2017 to November 15, 2019 100.000 % |
Senior Notes at 7.125, Due 2020 [Member] | Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price July 15, 2016 to July 14, 2017 103.563 % July 15, 2017 to July 14, 2018 101.781 % July 15, 2018 to July 15, 2020 100.000 % |
Senior Secured Notes At 5.125 Due 2018 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price August 15, 2015 to August 14, 2016 102.563 % August 15, 2016 to August 14, 2017 101.281 % August 15, 2017 to August 15, 2018 100.000 % |
Senior Secured Notes at 5.125, Due 2021 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price February 1, 2017 to January 31, 2018 103.844 % February 1, 2018 to January 31, 2019 102.563 % February 1, 2019 to January 31, 2020 101.281 % February 1, 2020 to January 31, 2021 100.000 % |
Senior Notes at 6.875, Due 2022 [Member] | Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price February 1, 2018 to January 31, 2019 103.438 % February 1, 2019 to January 31, 2020 101.719 % February 1, 2020 to January 31, 2022 100.000 % |
Fair Value of Financial Instr41
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping | March 31, 2016 December 31, 2015 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 181 $ 181 $ 184 $ 184 Available-for-sale securities 268 268 271 271 Trading securities 63 63 61 61 Liabilities: Contingent Value Right 2 2 2 2 Credit Facility 7,255 7,255 7,114 7,115 8% Senior Notes 1,993 1,954 1,992 2,018 7 ⅛ % Senior Notes 1,187 1,141 1,186 1,193 2018 Senior Secured Notes 1,588 1,615 1,587 1,610 2021 Senior Secured Notes 968 1,010 967 997 6⅞% Senior Notes 2,924 2,715 2,921 2,858 Receivables Facility and other debt 780 780 791 791 |
Schedule of Interest Rate Swaps | Swap # Notional Amount (in millions) Fixed Interest Rate Termination Date Fair Value (in millions) 1 $ 300 3.447 % August 6, 2016 $ 3 2 100 3.401 % August 19, 2016 1 3 200 3.429 % August 19, 2016 2 4 200 3.500 % August 30, 2016 2 5 100 3.005 % November 30, 2016 2 6 200 2.055 % July 25, 2019 7 7 200 2.059 % July 25, 2019 7 8 400 1.882 % August 30, 2019 7 9 200 2.515 % August 30, 2019 8 10 200 2.613 % August 30, 2019 8 11 300 2.041 % August 30, 2020 7 12 300 2.738 % August 30, 2020 16 13 300 2.892 % August 30, 2020 17 14 300 2.363 % January 27, 2021 11 15 200 2.368 % January 27, 2021 7 |
Schedule of Pre-tax (Loss) Gain Recognized as a Component of Other Comprehensive Income | Amount of Pre-Tax Loss Recognized in OCI (Effective Portion) Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, 2016 2015 Interest rate swaps $ (43) $ (22) |
Schedule of Effective Portion of the Pre-tax Loss Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income | Amount of Pre-Tax Loss Reclassified from Location of Loss Reclassified from AOCL into Income (Effective Portion) AOCL into Income (Effective Portion) Three Months Ended March 31, 2016 2015 Interest expense, net $ 14 $ 9 |
Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet | Asset Derivatives Liability Derivatives March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Other assets, net $ - Other assets, net $ - Other long-term liabilities $ 105 Other long-term liabilities $ 76 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | March 31, 2016 Level 1 Level 2 Level 3 Available-for-sale securities $ 268 $ 154 $ 114 $ - Trading securities 63 63 - - Total assets $ 331 $ 217 $ 114 $ - Contingent Value Right (CVR) $ 2 $ 2 $ - $ - CVR-related liability 261 - - 261 Fair value of interest rate swap agreements 105 - 105 - Total liabilities $ 368 $ 2 $ 105 $ 261 December 31, 2015 Level 1 Level 2 Level 3 Available-for-sale securities $ 271 $ 155 $ 116 $ - Trading securities 61 61 - - Total assets $ 332 $ 216 $ 116 $ - Contingent Value Right (CVR) $ 2 $ 2 $ - $ - CVR-related liability 261 - - 261 Fair value of interest rate swap agreements 76 - 76 - Total liabilities $ 339 $ 2 $ 76 $ 261 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Schedule of Segment Reporting Information by Segment | Three Months Ended March 31, 2016 2015 Net operating revenues: Hospital operations $ 4,944 $ 4,857 Corporate and all other 55 54 Total $ 4,999 $ 4,911 Income from continuing operations before income taxes: Hospital operations $ 143 $ 273 Corporate and all other (80) (105) Total $ 63 $ 168 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income by Component | Change in Change in Fair Change in Fair Unrecognized Accumulated Other Value of Interest Value of Available Pension Cost Comprehensive Rate Swaps for Sale Securities Components Income (Loss) Balance as of December 31, 2015 $ (48) $ 1 $ (26) $ (73) Other comprehensive (loss) income before reclassifications (28) 2 - (26) Amounts reclassified from accumulated other comprehensive income 9 - 1 10 Net current-period other comprehensive (loss) income (19) 2 1 (16) Balance as of March 31, 2016 $ (67) $ 3 $ (25) $ (89) Change in Change in Fair Change in Fair Unrecognized Accumulated Other Value of Interest Value of Available Pension Cost Comprehensive Rate Swaps for Sale Securities Components Income (Loss) Balance as of December 31, 2014 $ (43) $ 7 $ (27) $ (63) Other comprehensive (loss) income before reclassifications (15) 1 - (14) Amounts reclassified from accumulated other comprehensive income 6 - 1 7 Net current-period other comprehensive (loss) income (9) 1 1 (7) Balance as of March 31, 2015 $ (52) $ 8 $ (26) $ (70) |
Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Income | Amount reclassified from AOCL Affected line item in the Details about accumulated other Three Months Ended statement where net comprehensive income (loss) components March 31, 2016 income is presented Gains and losses on cash flow hedges Interest rate swaps $ (14) Interest expense, net 5 Tax benefit $ (9) Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Actuarial losses - Salaries and benefits (1) Total before tax - Tax benefit $ (1) Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Three Months Ended statement where net comprehensive income (loss) components March 31, 2015 income is presented Gains and losses on cash flow hedges Interest rate swaps $ (9) Interest expense, net 3 Tax benefit $ (6) Net of tax Amortization of defined benefit pension items Prior service costs $ - Salaries and benefits Actuarial losses (1) Salaries and benefits (1) Total before tax - Tax benefit $ (1) Net of tax |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Contingencies [Abstract] | |
Impact of Legal Expenses Paid or Incurred to Date and Settlements Paid or Deemed Final | Allocation of Expenses and Settlements Paid Reduction to Total Expenses CHS Amount Owed and Settlement Responsibility to CVR Holders Cost Deductible at 10% at 90% As of December 31, 2015 $ 58 $ 18 $ 4 $ 36 Settlements paid - - - - Legal expenses incurred and/or paid during the three months ended March 31, 2016 1 - - 1 As of March 31, 2016 $ 59 $ 18 $ 4 $ 37 |
Schedule Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies | CVR Related CVR Related Liability Other Liability for Probable Probable at Fair Value Contingencies Contingencies Balance as of December 31, 2015 $ 261 $ - $ 10 Expense (income) - - - Cash payments - - (3) Balance as of March 31, 2016 $ 261 $ - $ 7 |
Supplemental Condensed Consol46
Supplemental Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Schedule of Condensed Consolidating Statement of Income | Condensed Consolidating Statement of Income Three Months Ended March 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (6) $ 3,766 $ 1,994 $ - $ 5,754 Provision for bad debts - - 532 223 - 755 Net operating revenues - (6) 3,234 1,771 - 4,999 Operating costs and expenses: Salaries and benefits - - 1,282 1,035 - 2,317 Supplies - - 543 256 - 799 Other operating expenses - - 817 356 - 1,173 Electronic health records incentive reimbursement - - (11) (7) - (18) Rent - - 65 54 - 119 Depreciation and amortization - - 211 87 - 298 Impairment of long-lived assets - - 12 5 - 17 Total operating costs and expenses - - 2,919 1,786 - 4,705 Income from operations - (6) 315 (15) - 294 Interest expense, net - 35 200 16 - 251 Equity in earnings of unconsolidated affiliates (11) (62) 17 - 36 (20) Income from continuing operations before income taxes 11 21 98 (31) (36) 63 Provision for (benefit from) income taxes - 10 37 (21) - 26 Income from continuing operations 11 11 61 (10) (36) 37 Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - (1) 1 - - Impairment of hospitals sold or held for sale - - - (1) - (1) Loss from discontinued operations, net of taxes - - (1) - - (1) Net income 11 11 60 (10) (36) 36 Less: Net income attributable to noncontrolling interests - - - 25 - 25 Net income attributable to Community Health Systems, Inc. stockholders $ 11 $ 11 $ 60 $ (35) $ (36) $ 11 Condensed Consolidating Statement of Income Three Months Ended March 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (5) $ 3,488 $ 2,163 $ - $ 5,646 Provision for bad debts - - 447 288 - 735 Net operating revenues - (5) 3,041 1,875 - 4,911 Operating costs and expenses: Salaries and benefits - - 1,222 1,035 - 2,257 Supplies - - 492 270 - 762 Other operating expenses - - 708 391 - 1,099 Government settlement and related costs - - 8 - - 8 Electronic health records incentive reimbursement - - (17) (9) - (26) Rent - - 61 55 - 116 Depreciation and amortization - - 200 96 - 296 Total operating costs and expenses - - 2,674 1,838 - 4,512 Income from operations - (5) 367 37 - 399 Interest expense, net - 21 211 9 - 241 Loss from early extinguishment of debt - 8 - - - 8 Equity in earnings of unconsolidated affiliates (79) (104) (5) - 170 (18) Income from continuing operations before income taxes 79 70 161 28 (170) 168 Provision for (benefit from) income taxes - (9) 61 4 - 56 Income from continuing operations 79 79 100 24 (170) 112 Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - - (11) - (11) Impairment of hospitals sold or held for sale - - (1) - - (1) Loss on sale, net - - 2 (3) - (1) Loss from discontinued operations, net of taxes - - 1 (14) - (13) Net income 79 79 101 10 (170) 99 Less: Net income attributable to noncontrolling interests - - - 20 - 20 Net income attributable to Community Health Systems, Inc. stockholders $ 79 $ 79 $ 101 $ (10) $ (170) $ 79 |
Schedule of Condensed Consolidating Statement of Comprehensive Income | Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income $ 11 $ 11 $ 60 $ (10) $ (36) $ 36 Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax (19) (19) - - 19 (19) 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) (16) (16) 3 - 13 (16) Comprehensive income (5) (5) 63 (10) (23) 20 Less: Comprehensive income attributable to noncontrolling interests - - - 25 - 25 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (5) $ (5) $ 63 $ (35) $ (23) $ (5) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income $ 79 $ 79 $ 101 $ 10 $ (170) $ 99 Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax (9) (9) - - 9 (9) 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 1 1 1 - (2) 1 Other comprehensive income (loss) (7) (7) 2 - 5 (7) Comprehensive income 72 72 103 10 (165) 92 Less: Comprehensive income attributable to noncontrolling interests - - - 20 - 20 Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 72 $ 72 $ 103 $ (10) $ (165) $ 72 |
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet March 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 12 $ 169 $ - $ 181 Patient accounts receivable, net of allowance for doubtful accounts - - 1,232 2,491 - 3,723 Supplies - - 408 179 - 587 Prepaid income taxes 2 - - - - 2 Prepaid expenses and taxes - - 146 72 - 218 Other current assets - - 347 198 - 545 Total current assets 2 - 2,145 3,109 - 5,256 Intercompany receivable 1,178 16,776 1,638 6,299 (25,891) - Property and equipment, net - - 6,924 3,180 - 10,104 Goodwill - - 5,462 3,560 - 9,022 Other assets, net - - 2,349 1,258 (1,265) 2,342 Net investment in subsidiaries 3,433 21,416 7,859 - (32,708) - Total assets $ 4,613 $ 38,192 $ 26,377 $ 17,406 $ (59,864) $ 26,724 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 175 $ 65 $ 9 $ - $ 249 Accounts payable - - 874 305 - 1,179 Accrued interest - 156 1 1 - 158 Accrued liabilities 4 - 956 508 - 1,468 Total current liabilities 4 331 1,896 823 - 3,054 Long-term debt - 15,739 128 798 - 16,665 Intercompany payable - 17,347 18,975 13,775 (50,097) - Deferred income taxes 599 - - - - 599 Other long-term liabilities 8 1,342 1,343 295 (1,265) 1,723 Total liabilities 611 34,759 22,342 15,691 (51,362) 22,041 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 565 - 565 Equity: Community Health Systems, Inc. stockholders’ equity: Preferred stock - - - - - - Common stock 1 - - - - 1 Additional paid-in capital 1,951 1,328 1,530 1,042 (3,899) 1,952 Treasury stock, at cost (7) - - - - (7) Accumulated other comprehensive loss (89) (89) (21) (1) 111 (89) Retained earnings 2,146 2,194 2,526 (6) (4,714) 2,146 Total Community Health Systems, Inc. stockholders’ equity 4,002 3,433 4,035 1,035 (8,502) 4,003 Noncontrolling interests in equity of consolidated subsidiaries - - - 115 - 115 Total equity 4,002 3,433 4,035 1,150 (8,502) 4,118 Total liabilities and equity $ 4,613 $ 38,192 $ 26,377 $ 17,406 $ (59,864) $ 26,724 Condensed Consolidating Balance Sheet December 31, 2015 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 25 $ 159 $ - $ 184 Patient accounts receivable, net of allowance for doubtful accounts - - 1,197 2,414 - 3,611 Supplies - - 400 180 - 580 Prepaid income taxes 27 - - - - 27 Prepaid expenses and taxes - - 138 59 - 197 Other current assets - - 356 211 - 567 Total current assets 27 - 2,116 3,023 - 5,166 Intercompany receivable 1,159 16,544 1,491 6,404 (25,598) - Property and equipment, net - - 6,863 3,249 - 10,112 Goodwill - - 5,460 3,505 - 8,965 Other assets, net - - 2,153 1,245 (1,046) 2,352 Net investment in subsidiaries 3,438 20,964 8,035 - (32,437) - Total assets $ 4,624 $ 37,508 $ 26,118 $ 17,426 $ (59,081) $ 26,595 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 162 $ 57 $ 10 $ - $ 229 Accounts payable - - 866 392 - 1,258 Accrued interest - 226 - 1 - 227 Accrued liabilities 4 - 901 453 - 1,358 Total current liabilities 4 388 1,824 856 - 3,072 Long-term debt - 15,604 151 801 - 16,556 Intercompany payable - 16,861 19,021 13,764 (49,646) - Deferred income taxes 593 - - - - 593 Other long-term liabilities 8 1,217 1,149 370 (1,046) 1,698 Total liabilities 605 34,070 22,145 15,791 (50,692) 21,919 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 571 - 571 Equity: Community Health Systems, Inc. stockholders’ equity: Preferred stock - - - - - - Common stock 1 - - - - 1 Additional paid-in capital 1,963 1,324 1,506 967 (3,797) 1,963 Treasury stock, at cost (7) - - - - (7) Accumulated other comprehensive loss (73) (73) (22) (3) 98 (73) Retained earnings 2,135 2,187 2,489 14 (4,690) 2,135 Total Community Health Systems, Inc. stockholders’ equity 4,019 3,438 3,973 978 (8,389) 4,019 Noncontrolling interests in equity of consolidated subsidiaries - - - 86 - 86 Total equity 4,019 3,438 3,973 1,064 (8,389) 4,105 Total liabilities and equity $ 4,624 $ 37,508 $ 26,118 $ 17,426 $ (59,081) $ 26,595 |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ - $ (223) $ 420 $ 97 $ - $ 294 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (2) (97) - (99) Purchases of property and equipment - - (159) (65) - (224) Proceeds from disposition of hospitals and other ancillary operations - - 12 - - 12 Proceeds from sale of property and equipment - - 3 1 - 4 Purchases of available-for-sale securities - - (12) (25) - (37) Proceeds from sales of available-for-sale securities - - 10 30 - 40 Increase in other investments - - (53) (14) - (67) Net cash used in investing activities - - (201) (170) - (371) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (7) - - - - (7) Redemption of noncontrolling investments in joint ventures - - - (16) - (16) Distributions to noncontrolling investors in joint ventures - - - (18) - (18) Changes in intercompany balances with affiliates, net 7 89 (215) 119 - - Borrowings under credit agreements - 1,563 1 - - 1,564 Proceeds from receivables facility - - - 31 - 31 Repayments of long-term indebtedness - (1,429) (18) (33) - (1,480) Net cash provided by (used in) financing activities - 223 (232) 83 - 74 Net change in cash and cash equivalents - - (13) 10 - (3) Cash and cash equivalents at beginning of period - - 25 159 - 184 Cash and cash equivalents at end of period $ - $ - $ 12 $ 169 $ - $ 181 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (10) $ (123) $ 23 $ 49 $ - $ (61) Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (11) (2) - (13) Purchases of property and equipment - - (199) (42) - (241) Proceeds from disposition of hospitals and other ancillary operations - - 4 58 - 62 Proceeds from sale of property and equipment - - - 3 - 3 Purchases of available-for-sale securities - - (22) (37) - (59) Proceeds from sales of available-for-sale securities - - 19 37 - 56 Increase in other investments - - (30) (9) - (39) Net cash used in investing activities - - (239) 8 - (231) Cash flows from financing activities: Proceeds from exercise of stock options 17 - - - - 17 Repurchase of restricted stock shares for payroll tax withholding requirements (20) - - - - (20) Deferred financing costs and other debt-related costs - (20) - - - (20) Redemption of noncontrolling investments in joint ventures - - - (7) - (7) Distributions to noncontrolling investors in joint ventures - - - (23) - (23) Changes in intercompany balances with affiliates, net 13 77 (101) 11 - - Borrowings under credit agreements - 1,250 1 - - 1,251 Proceeds from receivables facility - - - 75 - 75 Repayments of long-term indebtedness - (1,184) (15) (69) - (1,268) Net cash provided by (used in) financing activities 10 123 (115) (13) - 5 Net change in cash and cash equivalents - - (331) 44 - (287) Cash and cash equivalents at beginning of period - - 368 141 - 509 Cash and cash equivalents at end of period $ - $ - $ 37 $ 185 $ - $ 222 |
Basis of Presentation and Sig47
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Jan. 01, 2016 | |
Allowance for Doubtful Accounts, Policy [Abstract] | |||
Number of days from the date of discharge over which all accounts are reserved 100% | 365 days | ||
Electronic Health Records Reimbursement, Policy [Abstract] | |||
Electronic health records incentive reimbursement under HITECH | $ 18 | $ 26 | |
Electronic Health Records Incentive Reimbursement, Cash Received | 85 | 54 | |
Reclassification of debt issuance costs | $ 266 | ||
Electronic Health Records Incentive Reimbursements [Member] | |||
Electronic Health Records Reimbursement, Policy [Abstract] | |||
Deferred Revenue | $ 34 | $ 75 |
Basis of Presentation and Sig48
Basis of Presentation and Significant Accounting Policies (Schedule of Operating Revenue, Net of Contractual Allowances and Discounts (But Before the Provision for Bad Debts)) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Operating revenues (net of contractual allowances and discounts) | $ 5,754 | $ 5,646 |
Medicare [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Operating revenues (net of contractual allowances and discounts) | 1,431 | 1,398 |
Medicaid [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Operating revenues (net of contractual allowances and discounts) | 593 | 586 |
Managed Care And Other Third Party Payors [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Operating revenues (net of contractual allowances and discounts) | 3,022 | 2,946 |
Self-Pay [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Operating revenues (net of contractual allowances and discounts) | $ 708 | $ 716 |
Accounting for Stock-Based Co49
Accounting for Stock-Based Compensation (Narrative) (Details) - USD ($) | Mar. 01, 2016 | Mar. 01, 2015 | Mar. 01, 2014 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share-based Compensation, Unrecognized Compensation Costs on Nonvested Awards | $ 66,000,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 24 months | ||||
Aggregate intrinsic value of options exercised | $ 5,000,000 | ||||
Common Class A [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Price | $ 18.51 | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third increments on each of the first three anniversaries of the award date | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 835,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years | ||||
Restricted Stock, Performance-Based Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third increments on each of the first three anniversaries of the award date | ||||
Plan 2000 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third increments on each of the first three anniversaries of the award date | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | ||||
Plan 2009 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third increments on each of the first three anniversaries of the award date | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,122,376 | ||||
Plan 2009 [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third increments on each of the first three anniversaries of the award date | ||||
Fair value of units granted | $ 170,000 | $ 170,000 | |||
Share-based Compensation, Number of Shares Received by Each Director | 11,017 | 3,504 | |||
Plan 2009 Amended and Restated [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 5,000,000 | ||||
Contractual Term of Option Granted Prior to 2005 [Member] | Plan 2000 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Contractual Term of Option Granted | 10 years | ||||
Contractual Term of Option Granted From 2005 Through 2007 [Member] | Plan 2000 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Contractual Term of Option Granted | 8 years | ||||
Contractual Term Of Option Granted From 2008 Through 2011 [Member] | Plan 2000 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Contractual Term of Option Granted | 10 years | ||||
Contractual Term of Option Granted in 2011 or Later [Member] | Plan 2009 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Contractual Term of Option Granted | 10 years |
Accounting for Stock-Based Co50
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting for Stock-Based Compensation [Abstract] | ||
Effect on income from continuing operations before income taxes | $ (14) | $ (14) |
Effect on net income | $ (8) | $ (8) |
Accounting for Stock-Based Co51
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Stock Options, Activity) (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, shares | shares | 1,232,158 |
Forfeited and Cancelled, Shares | shares | (9,334) |
Ending Balance, shares | shares | 1,222,824 |
Beginning of Period, Weighted Average Exercise Price | $ / shares | $ 31.65 |
Forfeited and Cancelled, Weighted Average Exercise Price | $ / shares | 29.85 |
End of Period, Weighted Average Exercise Price | $ / shares | $ 31.66 |
Weighted Average Remaining Contractual Term | 3 years 9 months 18 days |
Exercisable, Shares | shares | 1,222,824 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 31.66 |
Exercisable, Weighted Average Remaining Contractual Term | 3 years 9 months 18 days |
Accounting for Stock-Based Co52
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Restricted Stock, Activity) (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Unvested Shares | shares | 2,845,579 |
Granted, Shares | shares | 1,340,000 |
Vested, Shares | shares | (1,301,337) |
Forfeited, Shares | shares | (4,667) |
Ending Balance, Unvested Shares | shares | 2,879,575 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 44.18 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 15.48 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 43.36 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 43.05 |
End of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 31.20 |
Accounting for Stock Based Comp
Accounting for Stock Based Compensation (Schedule of Share-based Compensation, Restricted Stock Units, Activity) (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Unvested Shares | shares | 42,678 |
Granted, Shares | shares | 77,119 |
Vested, Shares | shares | (21,432) |
Ending Balance, Unvested Shares | shares | 98,365 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 44.59 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 15.43 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 43.60 |
End of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 21.95 |
Cost of Revenue (Details)
Cost of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cost of Revenue [Abstract] | ||
Corporate Office Costs | $ 60 | $ 77 |
Share-based Compensation | $ 14 | $ 14 |
Acquisitions and Divestitures55
Acquisitions and Divestitures (Acquisitions Narrative) (Details) $ / shares in Units, $ in Millions | Mar. 01, 2016USD ($)item | Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent | $ 3 | |||
Business Acquisition, Purchase Price Allocation, Goodwill | $ 9,022 | $ 8,965 | ||
Business Combination Contingent Consideration Arrangements, Contingent Value Right, Amount Per Share | $ / shares | $ 1 | |||
Loss from early extinguishment of debt | $ (8) | |||
Loss on Extinguishment of Debt, Net of Tax | (5) | |||
Indiana University Health [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Effective Date of Acquisition | Mar. 1, 2016 | |||
Business Acquisition, Cost of Acquired Entity, Cash Paid for Fixed Assets | $ 69 | |||
Business Acquisition, Cost of Acquired Entity, Cash Paid for Working Capital | 10 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 32 | |||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 96 | |||
Business Acquisition, Purchase Price Allocation, Goodwill | $ 49 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | |||
IU Health La Porte Hospital [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Number of Licensed Hospital or Facility Beds | item | 227 | |||
IU Health Starke Hospital [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Number of Licensed Hospital or Facility Beds | item | 50 | |||
Health Management Associates, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Acquisition Related Costs | 1 | |||
Excluding Health Management Associates Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Acquisition Related Costs | 2 | $ 2 | ||
Physician Practices Clinics and Other Ancillary Businesses [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Assumed Noncontrolling Interest, Fair Value | 5 | |||
Business Acquisition, Cost of Acquired Entity, Cash Paid | 4 | |||
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment | 2 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 7 |
Acquisitions and Divestitures56
Acquisitions and Divestitures (Divestitures Narrative) (Details) $ in Millions | Feb. 01, 2016USD ($)item | Jan. 01, 2016USD ($)item | Jul. 31, 2015USD ($)item | Apr. 01, 2015USD ($)item | Mar. 01, 2015USD ($)item | Feb. 01, 2015USD ($)item | Dec. 31, 2014USD ($) | Mar. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($)item | Mar. 31, 2015USD ($) | Jan. 01, 2015item |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Number of Hospitals Sold | item | 7 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 12 | $ 62 | ||||||||||
Impairment of goodwill | $ 0 | |||||||||||
Impairment of long-lived assets | $ 17 | |||||||||||
Riverview Regional Medical Center [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Mar. 1, 2015 | |||||||||||
Number of licensed beds | item | 281 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 25 | |||||||||||
Carolina Pines Regional Medical Center [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Jan. 1, 2015 | |||||||||||
Number of licensed beds | item | 116 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 74 | |||||||||||
Williamson Memorial Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Number of licensed beds | item | 76 | |||||||||||
Harris Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Feb. 1, 2015 | |||||||||||
Number of licensed beds | item | 133 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 5 | |||||||||||
Dallas Regional Medical Center [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Mar. 1, 2015 | |||||||||||
Number of licensed beds | item | 202 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 25 | |||||||||||
Chesterfield General Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Number of licensed beds | item | 59 | |||||||||||
Chesterfield General Hospital and Marlboro Park Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Apr. 1, 2015 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 4 | |||||||||||
Marlboro Park Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Number of licensed beds | item | 102 | |||||||||||
Fallbrook Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Number of licensed beds | item | 47 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 3 | |||||||||||
Payson Regional Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Jul. 31, 2015 | |||||||||||
Number of licensed beds | item | 44 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 20 | |||||||||||
Lehigh Regional Medical Center [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Feb. 1, 2016 | |||||||||||
Number of licensed beds | item | 88 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 11 | |||||||||||
Impairment of long-lived assets | $ 4 | |||||||||||
Bartow Regional Medical Center [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal Date | Jan. 1, 2016 | |||||||||||
Number of licensed beds | item | 72 | |||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 60 | |||||||||||
Impairment of long-lived assets | $ 5 | |||||||||||
McNairy Regional Hospital [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Impairment of long-lived assets | $ 7 |
Acquisitions and Divestitures57
Acquisitions and Divestitures (Schedule of Net Operating Revenues and Income (Loss) and Assets and Liabilities Classified as Discontinued Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Acquisitions And Divestitures [Abstract] | ||
Net operating revenues | $ 27 | $ 56 |
Loss from operations of entities sold or held for sale before income taxes | (17) | |
Impairment of hospitals sold or held for sale | (2) | (1) |
Loss on sale, net | (1) | |
Loss from discontinued operations, before taxes | (2) | (19) |
Income tax benefit | (1) | (6) |
Loss from discontinued operations, net of taxes | $ (1) | $ (13) |
Spin-Off of Quorum Health Cor58
Spin-Off of Quorum Health Corporation (Details) | Aug. 03, 2015item |
Quorum Health Corporation [Member] | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of hospitals owned and leased by the Company | 38 |
Income Taxes (Income Tax Contin
Income Taxes (Income Tax Contingency and Taxes Paid Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Contingency [Abstract] | ||
Unrecognized benefit that would affect the effective tax rate | $ 5 | |
Amount of interest and penalties included in liabilities for uncertain tax positions | $ 3 | |
Effective Income Tax Rate, Continuing Operations | 41.30% | 33.20% |
Cash Paid for Income Taxes, Net of Refunds Received [Abstract] | ||
Cash paid for income taxes (refunds received), net | $ 0 | $ 1 |
Adjusted for the Expense Related to Income Attributable to Noncontrolling Interest [Member] | ||
Income Tax Contingency [Abstract] | ||
Effective Income Tax Rate, Continuing Operations | 68.40% | 37.80% |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Balance, beginning of year | $ 8,965 | |
Goodwill acquired as part of acquisitions during current year | 57 | |
Impairment or allocation of goodwill to hospitals held for sale | $ 0 | |
Balance, end of year | $ 9,022 | $ 8,965 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets (Goodwill Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill | $ 8,965 | $ 9,022 |
Goodwill, Impairment Loss | $ 0 | |
Hospital Operations [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 8,900 | |
Home Care Agency Operations Reporting Unit [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 47 | |
Hospital Management Services Reporting Unit [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 33 |
Goodwill and Other Intangible62
Goodwill and Other Intangible Assets (Other Intangible Assets Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired during the year | $ 0 | ||
Finite-Lived Intangible Assets, Gross | 79,000,000 | $ 82,000,000 | |
Finite-Lived Intangible Assets, Net | 27,000,000 | 31,000,000 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 120,000,000 | 121,000,000 | |
Capitalized Computer Software, Gross | 1,500,000,000 | 1,500,000,000 | |
Capitalized Computer Software, Net | 737,000,000 | $ 771,000,000 | |
Capitalized Computer Software, Development Stage Costs | $ 56,000,000 | ||
Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 4 years | ||
Acquired Finite-lived Intangible Asset, Residual Value | $ 0 | ||
Amortization expense | 4,000,000 | $ 3,000,000 | |
Amortization expense for remainder 2016 | 11,000,000 | ||
Amortization expense for 2017 | 5,000,000 | ||
Amortization expense for 2018 | 4,000,000 | ||
Amortization expense for 2019 | 2,000,000 | ||
Amortization expense for 2020 | 2,000,000 | ||
Amortization expense for 2021 | 2,000,000 | ||
Amortization expense thereafter | 1,000,000 | ||
Capitalized Internal Use Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Asset, Residual Value | 0 | ||
Amortization expense | 55,000,000 | $ 53,000,000 | |
Amortization expense for remainder 2016 | 165,000,000 | ||
Amortization expense for 2017 | 185,000,000 | ||
Amortization expense for 2018 | 102,000,000 | ||
Amortization expense for 2019 | 74,000,000 | ||
Amortization expense for 2020 | 65,000,000 | ||
Amortization expense for 2021 | 60,000,000 | ||
Amortization expense thereafter | $ 86,000,000 | ||
Capitalized Internal Use Software, Except Significant System Conversions [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 3 years | ||
Minimum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 8 years | ||
Maximum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 10 years |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Calculation of Numerator and Denominator in Earnings Per Share) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Income from continuing operations, net of taxes | $ 37 | $ 112 |
Less: Income from continuing operations attributable to noncontrolling interests, net of taxes | 25 | 20 |
Income from continuing operations attributable to Community Health Systems, Inc. common stockholders - basic and diluted | 12 | 92 |
Loss from discontinued operations, net of taxes | (1) | (13) |
Loss from discontinued operations attributable to Community Health Systems, Inc. common stockholders - basic and diluted | $ (1) | $ (13) |
Denominator: | ||
Weighted-average number of shares outstanding - basic | 110,247,867 | 114,419,590 |
Effect of dilutive securities: | ||
Restricted stock awards | 45,257 | 181,120 |
Employee stock options | 13,038 | 452,659 |
Other equity-based awards | 3,210 | 4,299 |
Weighted-average number of shares outstanding - diluted | 110,309,372 | 115,057,668 |
Earnings Per Share (Schedule 64
Earnings Per Share (Schedule of Antidilutive Securities (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
Earnings Per Share [Abstract] | |
Employee stock options and restricted stock awards | 2,672,726 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ||||
Total capital stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value per share | $ 0.01 | $ 0.01 | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | ||
Preferred stock, shares outstanding | 0 | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.25 | |||
Maximum amount of dividends or stock repurchases permissible under the Credit Facility | $ 200,000,000 | |||
Annual amount of dividends or stock repurchases permissible under the Credit Facility | 25,000,000 | |||
Amount available for dividend payments, stock repurchases or Senior Notes repurchases at period end | $ 318,000,000 | |||
Open Market Repurchase Program for Common Stock, Adopted November 6, 2015 [Member] | ||||
Class of Stock [Line Items] | ||||
Maximum number of shares authorized for repurchase | 10,000,000 | |||
Maximum value of shares authorized under repurchase program | $ 300,000,000 | |||
Number of shares repurchased and retired | 0 | 532,188 | ||
Weighted-average price of repurchased and retired shares, per share | $ 27.31 | |||
Open Market Repurchase Program for Common Stock, Adopted December 10, 2014 [Member] | ||||
Class of Stock [Line Items] | ||||
Maximum number of shares authorized for repurchase | 5,000,000 | |||
Maximum value of shares authorized under repurchase program | $ 150,000,000 | |||
Number of shares repurchased and retired | 0 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Stockholders' Equity) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Equity, beginning balance | $ 4,105 |
Redeemable Noncontrolling Interests, beginning balance | 571 |
Comprehensive income including portion attributable to nonredeemable noncontrolling interests | 1 |
Distributions to noncontrolling interests, net of contributions | (4) |
Purchase of subsidiary shares from noncontrolling interests | (6) |
Other reclassifications of noncontrolling interests | 1 |
Noncontrolling interests in acquired entity | 29 |
Income tax payable increase from vesting of restricted shares | (15) |
Cancellation of restricted stock for tax withholdings on vested shares | (7) |
Share-based compensation | 14 |
Equity, ending balance | 4,118 |
Redeemable Noncontrolling Interests, ending balance | 565 |
Redeemable Noncontrolling Interests (Non- Equity) [Member] | |
Redeemable Noncontrolling Interests, beginning balance | 571 |
Comprehensive income attributable to redeemable noncontrolling interest | 19 |
Distributions to redeemable noncontrolling interests, net of contributions | (14) |
Purchase of subsidiary shares from noncontrolling interests | (10) |
Other reclassifications of redeemable noncontrolling interests | (1) |
Redeemable Noncontrolling Interests, ending balance | 565 |
Common Stock [Member] | |
Equity, beginning balance | 1 |
Equity, ending balance | 1 |
Additional Paid-in Capital [Member] | |
Equity, beginning balance | 1,963 |
Purchase of subsidiary shares from noncontrolling interests | (3) |
Income tax payable increase from vesting of restricted shares | (15) |
Cancellation of restricted stock for tax withholdings on vested shares | (7) |
Share-based compensation | 14 |
Equity, ending balance | 1,952 |
Treasury Stock [Member] | |
Equity, beginning balance | (7) |
Equity, ending balance | (7) |
Accumulated Other Comprehensive (Loss) Income [Member] | |
Equity, beginning balance | (73) |
Comprehensive income including portion attributable to nonredeemable noncontrolling interests | (16) |
Equity, ending balance | (89) |
Retained Earnings [Member] | |
Equity, beginning balance | 2,135 |
Comprehensive income including portion attributable to nonredeemable noncontrolling interests | 11 |
Equity, ending balance | 2,146 |
Noncontrolling Interests [Member] | |
Equity, beginning balance | 86 |
Comprehensive income including portion attributable to nonredeemable noncontrolling interests | 6 |
Distributions to noncontrolling interests, net of contributions | (4) |
Purchase of subsidiary shares from noncontrolling interests | (3) |
Other reclassifications of noncontrolling interests | 1 |
Noncontrolling interests in acquired entity | 29 |
Equity, ending balance | $ 115 |
Stockholders' Equity (Schedul67
Stockholders' Equity (Schedule of Impact of Noncontrolling Interest to Stockholders' Equity) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders' Equity [Abstract] | ||
Net income attributable to Community Health Systems, Inc. stockholders | $ 11 | $ 79 |
Net decrease in Community Health Systems, Inc. paid-in capital for purchase of subsidiary partnership interests | (3) | |
Net transfers to the noncontrolling interests | (3) | |
Change to Community Health Systems, Inc. stockholders' equity from net income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests | $ 8 |
Equity Investments (Narrative)
Equity Investments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 504 | $ 479 | |
Equity in earnings of unconsolidated affiliates | $ 20 | $ 18 | |
Four Hospitals in Las Vegas, Nevada [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 27.50% | ||
One Hospital in Las Vegas, Nevada [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 26.10% | ||
Three Hospitals in Macon Georgia, [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 38.00% | ||
HealthTrust [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 24.70% |
Equity Investments (Schedule of
Equity Investments (Schedule of Financial Information Related to Unconsolidated Entities Included in Consolidated Statement of Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Equity Investments [Abstract] | ||
Revenues | $ 415 | $ 375 |
Operating costs and expenses | 324 | 315 |
Income from continuing operations before taxes | $ 91 | $ 60 |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Debt | $ 16,914 | $ 16,785 |
Current maturities of long-term debt | (249) | (229) |
Long-term debt | 16,665 | 16,556 |
Secured Debt [Member] | Credit Facility, Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 820 | 844 |
Secured Debt [Member] | Credit Facility, Term Loan F [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,668 | 1,671 |
Secured Debt [Member] | Credit Facility, Term Loan G [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,565 | 1,568 |
Secured Debt [Member] | Credit Facility, Term Loan H [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 2,879 | 2,884 |
Line of Credit [Member] | Credit Facility, Revolving Credit Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 323 | 147 |
Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,993 | 1,992 |
Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,187 | 1,186 |
Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 2,924 | 2,921 |
Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,588 | 1,587 |
Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 968 | 967 |
Receivables Facility [Member] | Receivables Facility, Name [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 699 | 699 |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 219 | 227 |
Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $ 81 | $ 92 |
Long-Term Debt (Credit Facility
Long-Term Debt (Credit Facility as Amended, Amendments and Modifications Narrative) (Details) - USD ($) | May. 18, 2015 | Mar. 09, 2015 | Jan. 27, 2014 | Jan. 26, 2014 |
Credit Facility, Term Loan B, Initial Funding [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Balance of Remaining Non-extended Term Loans | $ 60,000,000 | |||
Credit Facility, Term Loan F [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,700,000,000 | |||
Credit Facility, Term Loan G [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,600,000,000 | |||
Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 2,900,000,000 | |||
Credit Facility, Term Loan A, March 6, 2012 Amendment [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Balance of Remaining Non-extended Term Loans | $ 637,000,000 | |||
Credit Facility, Revolving Credit Loans, Third Amendment and Restatement [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000,000 | |||
Credit Facility, Term Loan A, Third Amendment and Restatement [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | 1,000,000,000 | |||
Credit Facility, Term Loan D, Third Amendment and Restatement [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | 4,600,000,000 | |||
Credit Facility, Term Loan E, Third Amendment and Restatement [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,700,000,000 |
Long-Term Debt (Credit Facili72
Long-Term Debt (Credit Facility Terms Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% |
Credit Facility, Term Loans [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Equivalent Percentage of Term Loan Facility Related to Net Cash Proceeds of Certain Asset Sales and Dispositions by Company and Its Subsidiaries | 100.00% |
Equivalent Percentage of Term Loan Facility Related to Net Cash Proceeds of Issuance of Certain Debt Obligations or Receivables Based Financing by Company and Its Subsidiaries | 100.00% |
Equivalent Percentage of Term Loan Facility Subject to Reduction to Lower Percentage Based on Company Leverage Ratio | 50.00% |
Alternate Base Rate [Member] | Credit Facility, Term Loan A [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Alternate Base Rate [Member] | Credit Facility, Term Loan F [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
Alternate Base Rate [Member] | Credit Facility, Term Loan G [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Alternate Base Rate [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Alternate Base Rate [Member] | Credit Facility, Term Loan G and Term Loan H [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Derivative, Floor Interest Rate | 2.00% |
Federal Funds Effective Rate [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
LIBOR [Member] | Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
LIBOR [Member] | Credit Facility, Term Loan A [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.75% |
LIBOR [Member] | Credit Facility, Term Loan F [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 3.25% |
LIBOR [Member] | Credit Facility, Term Loan G [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.75% |
LIBOR [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
LIBOR [Member] | Credit Facility, Term Loan G and Term Loan H [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Derivative, Floor Interest Rate | 1.00% |
Long-Term Debt (Credit Facili73
Long-Term Debt (Credit Facility End of Period Disclosures Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)item | |
Credit Facility, Name [Member] | Credit Facility, Type of Debt [Member] | |
Debt Instrument [Line Items] | |
Minimum Number of Additional Tranches Available in Future | item | 1 |
Aggregate Principal Amount of Each Tranche Available in Future | $ 1,500,000,000 |
Debt, Weighted Average Interest Rate | 4.30% |
Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Outstanding Amount | $ 334,000,000 |
Line of Credit Facility, Remaining Borrowing Capacity | 666,000,000 |
Letters of Credit Outstanding, Amount | $ 68,000,000 |
Long-Term Debt (Schedule of Ear
Long-Term Debt (Schedule of Early Redemption Prices on 8.0% Senior Notes) (Details) - Senior Notes at 8.0, Due 2019 [Member] - Senior Notes [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 104.00% |
Debt Instrument, Redemption Period, Start Date | Nov. 15, 2015 |
Debt Instrument, Redemption Period, End Date | Nov. 14, 2016 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 102.00% |
Debt Instrument, Redemption Period, Start Date | Nov. 15, 2016 |
Debt Instrument, Redemption Period, End Date | Nov. 14, 2017 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Nov. 15, 2017 |
Debt Instrument, Redemption Period, End Date | Nov. 15, 2019 |
Long-Term Debt (Schedule of E75
Long-Term Debt (Schedule of Early Redemption Prices on 7.125% Senior Notes) (Details) - Senior Notes at 7.125, Due 2020 [Member] - Senior Notes [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.563% |
Debt Instrument, Redemption Period, Start Date | Jul. 15, 2016 |
Debt Instrument, Redemption Period, End Date | Jul. 14, 2017 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.781% |
Debt Instrument, Redemption Period, Start Date | Jul. 15, 2017 |
Debt Instrument, Redemption Period, End Date | Jul. 14, 2018 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jul. 15, 2018 |
Debt Instrument, Redemption Period, End Date | Jul. 15, 2020 |
Long-Term Debt (Schedule of E76
Long-Term Debt (Schedule of Early Redemption Prices on 5.125% Senior Secured Notes due 2018) (Details) - Senior Secured Notes At 5.125 Due 2018 [Member] - Senior Secured Notes [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 102.563% |
Debt Instrument, Redemption Period, Start Date | Aug. 15, 2015 |
Debt Instrument, Redemption Period, End Date | Aug. 14, 2016 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.281% |
Debt Instrument, Redemption Period, Start Date | Aug. 15, 2016 |
Debt Instrument, Redemption Period, End Date | Aug. 14, 2017 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Aug. 15, 2017 |
Debt Instrument, Redemption Period, End Date | Aug. 15, 2018 |
Long-Term Debt (Schedule of E77
Long-Term Debt (Schedule of Early Redemption Prices on 5.125% Senior Secured Notes due 2021) (Details) - Senior Secured Notes at 5.125, Due 2021 [Member] - Senior Secured Notes [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.844% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2017 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2018 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 102.563% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2018 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2019 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.281% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2019 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2020 |
Debt Instrument, Redemption, Period Six [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2020 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2021 |
Long-Term Debt (Schedule of E78
Long-Term Debt (Schedule of Early Redemption Prices on 6.785% Senior Notes) (Details) - Senior Notes at 6.875, Due 2022 [Member] - Senior Notes [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.438% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2018 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2019 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.719% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2019 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2020 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2020 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2022 |
Long-Term Debt (8.0% Senior Not
Long-Term Debt (8.0% Senior Notes, Due 2019 Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 18, 2012 | Mar. 21, 2012 | Nov. 22, 2011 | Mar. 31, 2016 | Dec. 31, 2011 | |
Senior Notes at 8.875, Due 2015 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of Debt, Amount | $ 934,000,000 | $ 850,000,000 | $ 1,000,000,000 | ||
Senior Notes at 8.0, Due 2019 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Offering Date | Nov. 22, 2011 | ||||
Debt Instrument, Maturity Date | Nov. 15, 2019 | ||||
Debt Instrument, Face Amount | $ 1,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||
Debt Instrument, Earliest Redemption Date | Nov. 15, 2015 | ||||
Senior Notes at 8.0, Due 2019, March 21, 2012 Secondary Offering [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Senior Notes at 8.0, Due 2019, March 21, 2012 Secondary Offering [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Offering Date | Mar. 21, 2012 | ||||
Debt Instrument, Face Amount | $ 1,000,000,000 | ||||
Debt Instrument, Premium Percentage | 102.50% | ||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes at 8.0, Due 2019 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Minimum Period Notice for Redemption of Debt | 30 days | ||||
Maximum Period Notice for Redemption of Debt | 60 days |
Long-Term Debt (7.125% Senior N
Long-Term Debt (7.125% Senior Notes, Due 2020 Narrative) (Details) - Senior Notes [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 18, 2012 | Mar. 21, 2012 | Mar. 31, 2016 | Dec. 31, 2011 | |
Senior Notes at 8.875, Due 2015 [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of Debt, Amount | $ 934,000,000 | $ 850,000,000 | $ 1,000,000,000 | |
Senior Notes at 7.125, Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Offering Date | Jul. 18, 2012 | |||
Debt Instrument, Face Amount | $ 1,200,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.125% | |||
Debt Instrument, Earliest Redemption Date | Jul. 15, 2016 | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Redemption Price Percentage | 100.00% | |||
Debt Instrument, Redemption Period, Start Date | Jul. 15, 2015 | |||
Debt Instrument, Redemption Period, End Date | Jul. 15, 2016 | |||
Debt Instrument, Redemption, Description | plus a "make-whole" premium, as described in the 7⅛% Senior Notes indenture | |||
Minimum Period Notice for Redemption of Debt | 30 days | |||
Maximum Period Notice for Redemption of Debt | 60 days |
Long-Term Debt (5.125% Senior N
Long-Term Debt (5.125% Senior Notes, Due 2018 Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 17, 2012 | Mar. 31, 2016 | |
Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Offering Date | Aug. 17, 2012 | |
Debt Instrument, Face Amount | $ 1,600,000,000 | $ 1,600,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |
Secured Debt [Member] | Credit Facility, Term Loan B, Initial Funding [Member] | ||
Debt Instrument [Line Items] | ||
Extinguishment of Debt, Amount | $ 1,600,000,000 | |
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Period Notice for Redemption of Debt | 30 days | |
Maximum Period Notice for Redemption of Debt | 60 days |
Long-Term Debt (5.125% Senior82
Long-Term Debt (5.125% Senior Notes, Due 2021 Narrative) (Details) - Senior Secured Notes [Member] - Senior Secured Notes at 5.125, Due 2021 [Member] - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 27, 2014 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Offering Date | Jan. 27, 2014 | |
Debt Instrument, Face Amount | $ 1,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |
Debt Instrument, Earliest Redemption Date | Feb. 1, 2017 | |
Debt Instrument, Redemption, Period One [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument Redemption Price Percentage | 105.125% | |
Debt Instrument, Redemption Period, End Date | Feb. 1, 2017 | |
Debt Instrument, Redemption, Description | proceeds from certain equity offerings | |
Debt Instrument, Redemption, Period Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2016 | |
Debt Instrument, Redemption Period, End Date | Feb. 1, 2017 | |
Debt Instrument, Redemption, Description | plus a "make-whole" premium, as described in the 2021 Senior Secured Notes indenture | |
Minimum Period Notice for Redemption of Debt | 30 days | |
Maximum Period Notice for Redemption of Debt | 60 days | |
Maximum [Member] | Debt Instrument, Redemption, Period One [Member] | ||
Debt Instrument [Line Items] | ||
Max Principal Redeemable Using Proceeds from a Public Equity Offering, as a Percentage of Principal Amount | 40.00% |
Long-Term Debt (6.785% Senior N
Long-Term Debt (6.785% Senior Notes, Due 2022 Narrative) (Details) - Senior Notes [Member] - Senior Notes at 6.875, Due 2022 [Member] - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 27, 2014 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Offering Date | Jan. 27, 2014 | |
Debt Instrument, Face Amount | $ 3,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.875% | |
Debt Instrument, Earliest Redemption Date | Feb. 1, 2018 | |
Debt Instrument, Redemption, Period One [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument Redemption Price Percentage | 106.875% | |
Debt Instrument, Redemption Period, End Date | Feb. 1, 2018 | |
Debt Instrument, Redemption, Description | proceeds from certain public equity offerings | |
Debt Instrument, Redemption, Period Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2017 | |
Debt Instrument, Redemption Period, End Date | Feb. 1, 2018 | |
Debt Instrument, Redemption, Description | plus a "make-whole" premium, as described in the 6⅞% Senior Notes indenture | |
Minimum Period Notice for Redemption of Debt | 30 days | |
Maximum Period Notice for Redemption of Debt | 60 days | |
Maximum [Member] | Debt Instrument, Redemption, Period One [Member] | ||
Debt Instrument [Line Items] | ||
Max Principal Redeemable Using Proceeds from a Public Equity Offering, as a Percentage of Principal Amount | 40.00% |
Long-Term Debt (Receivables Fac
Long-Term Debt (Receivables Facility Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 07, 2013 | Mar. 21, 2012 | |
Debt Instrument [Line Items] | ||||
Debt | $ 16,914 | $ 16,785 | ||
Receivables Facility, Name [Member] | Receivables Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Issuance Date | Mar. 21, 2012 | |||
Maximum Borrowing Capacity of Receivables Facility | $ 300 | |||
Debt | $ 699 | $ 699 | ||
Receivables Facility, March 7, 2013 Amendment [Member] | Receivables Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Issuance Date | Mar. 7, 2013 | |||
Maximum Borrowing Capacity of Receivables Facility | $ 500 | |||
Receivables Facility, November 13, 2015 Amendment [Member] | Receivables Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Nov. 13, 2017 | |||
Maximum Borrowing Capacity of Receivables Facility | $ 700 | |||
Debt | 699 | |||
Receivables included in the Receivables Facility | $ 1,700 |
Long-Term Debt (Loss from Early
Long-Term Debt (Loss from Early Extinguishment of Debt Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Extinguishment of Debt Disclosures [Abstract] | |
Loss from early extinguishment of debt | $ 8 |
Loss on Extinguishment of Debt, Net of Tax | $ 5 |
Long-Term Debt (Other Debt and
Long-Term Debt (Other Debt and Interest Payments Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2016USD ($)item | Mar. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Interest Paid on borrowing | $ 307,000,000 | $ 300,000,000 |
Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Derivative Liability, Number of Instruments Held | item | 15 | |
Interest Rate Swap, Currently Effective [Member] | ||
Debt Instrument [Line Items] | ||
Notional Amount, Liability | $ 3,500,000,000 | |
Credit Facility, Revolving Credit Loans [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 2.75% | |
Credit Facility, Term Loan A [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 2.75% | |
Credit Facility, Term Loan F [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 3.25% | |
Secured Debt [Member] | Credit Facility, Term Loan G [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 2.75% | |
Secured Debt [Member] | Credit Facility, Term Loan G [Member] | Alternate Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 1.75% | |
Secured Debt [Member] | Credit Facility, Term Loan H [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 3.00% | |
Secured Debt [Member] | Credit Facility, Term Loan H [Member] | Alternate Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 2.00% | |
Secured Debt [Member] | Credit Facility, Term Loan G and Term Loan H [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Floor Interest Rate | 1.00% | |
Secured Debt [Member] | Credit Facility, Term Loan G and Term Loan H [Member] | Alternate Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Floor Interest Rate | 2.00% |
Fair Value of Financial Instr87
Fair Value of Financial Instruments (Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Available-for-sale securities | $ 268 | $ 271 |
Trading securities | 63 | 61 |
Liabilities: | ||
Contingent Value Right, Fair Value Disclosure | 2 | 2 |
Carrying Amount Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 181 | 184 |
Available-for-sale securities | 268 | 271 |
Trading securities | 63 | 61 |
Liabilities: | ||
Contingent Value Right, Fair Value Disclosure | 2 | 2 |
Carrying Amount Measurement [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 7,255 | 7,114 |
Carrying Amount Measurement [Member] | Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,993 | 1,992 |
Carrying Amount Measurement [Member] | Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,187 | 1,186 |
Carrying Amount Measurement [Member] | Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 2,924 | 2,921 |
Carrying Amount Measurement [Member] | Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,588 | 1,587 |
Carrying Amount Measurement [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 968 | 967 |
Carrying Amount Measurement [Member] | Receivables Facility and Other Debt, Type [Member] | Receivables Facility and Unsecured Debt [Member] | ||
Liabilities: | ||
Other Liabilities, Fair Value Disclosure | 780 | 791 |
Estimate of Fair Value Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 181 | 184 |
Available-for-sale securities | 268 | 271 |
Trading securities | 63 | 61 |
Liabilities: | ||
Contingent Value Right, Fair Value Disclosure | 2 | 2 |
Estimate of Fair Value Measurement [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 7,255 | 7,115 |
Estimate of Fair Value Measurement [Member] | Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,954 | 2,018 |
Estimate of Fair Value Measurement [Member] | Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,141 | 1,193 |
Estimate of Fair Value Measurement [Member] | Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 2,715 | 2,858 |
Estimate of Fair Value Measurement [Member] | Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,615 | 1,610 |
Estimate of Fair Value Measurement [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,010 | 997 |
Estimate of Fair Value Measurement [Member] | Receivables Facility and Other Debt, Type [Member] | Receivables Facility and Unsecured Debt [Member] | ||
Liabilities: | ||
Other Liabilities, Fair Value Disclosure | $ 780 | $ 791 |
Fair Value of Financial Instr88
Fair Value of Financial Instruments (Schedule of Interest Rate Swaps) (Details) - Interest Rate Swap [Member] | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Interest Rate Swaps One [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 3.447% |
Termination Date | Aug. 6, 2016 |
Fair Value of Liability | $ 3,000,000 |
Interest Rate Swaps Two [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 100,000,000 |
Fixed Interest Rate | 3.401% |
Termination Date | Aug. 19, 2016 |
Fair Value of Liability | $ 1,000,000 |
Interest Rate Swaps Three [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 3.429% |
Termination Date | Aug. 19, 2016 |
Fair Value of Liability | $ 2,000,000 |
Interest Rate Swaps Four [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 3.50% |
Termination Date | Aug. 30, 2016 |
Fair Value of Liability | $ 2,000,000 |
Interest Rate Swaps Five [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 100,000,000 |
Fixed Interest Rate | 3.005% |
Termination Date | Nov. 30, 2016 |
Fair Value of Liability | $ 2,000,000 |
Interest Rate Swaps Six [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.055% |
Termination Date | Jul. 25, 2019 |
Fair Value of Liability | $ 7,000,000 |
Interest Rate Swaps Seven [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.059% |
Termination Date | Jul. 25, 2019 |
Fair Value of Liability | $ 7,000,000 |
Interest Rate Swaps Eight [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 400,000,000 |
Fixed Interest Rate | 1.882% |
Termination Date | Aug. 30, 2019 |
Fair Value of Liability | $ 7,000,000 |
Interest Rate Swaps Nine [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.515% |
Termination Date | Aug. 30, 2019 |
Fair Value of Liability | $ 8,000,000 |
Interest Rate Swaps Ten [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.613% |
Termination Date | Aug. 30, 2019 |
Fair Value of Liability | $ 8,000,000 |
Interest Rate Swaps Eleven [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.041% |
Termination Date | Aug. 30, 2020 |
Fair Value of Liability | $ 7,000,000 |
Interest Rate Swaps Twelve [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.738% |
Termination Date | Aug. 30, 2020 |
Fair Value of Liability | $ 16,000,000 |
Interest Rate Swaps Thirteen [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.892% |
Termination Date | Aug. 30, 2020 |
Fair Value of Liability | $ 17,000,000 |
Interest Rate Swaps Fourteen [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.363% |
Termination Date | Jan. 27, 2021 |
Fair Value of Liability | $ 11,000,000 |
Interest Rate Swaps Fifteen [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.368% |
Termination Date | Jan. 27, 2021 |
Fair Value of Liability | $ 7,000,000 |
Fair Value of Financial Instr89
Fair Value of Financial Instruments (Narrative) (Details) $ in Millions | Mar. 31, 2016USD ($) |
Fair Value of Financial Instruments [Abstract] | |
Interest expense arising from spread in fixed and floating rates of interest rate swap agreements that will be recognized in next 12 months | $ 46 |
Fair Value of Financial Instr90
Fair Value of Financial Instruments (Schedule of Pre-tax (Loss) Gain Recognized as a Component of Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Pre-Tax Loss Recognized in OCI (Effective Portion) | $ (43) | $ (22) |
Fair Value of Financial Instr91
Fair Value of Financial Instruments (Schedule of Effective Portion of the Pre-tax Loss Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Pre-Tax Loss Reclassified from AOCL into Income (Effective Portion) | $ 14 | $ 9 |
Fair Value of Financial Instr92
Fair Value of Financial Instruments (Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Designated as Hedging Instrument [Member] | Other Long-term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives designated as hedging instruments | $ 105 | $ 76 |
Fair Value (Schedule of Fair Va
Fair Value (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 268 | $ 271 |
Trading securities | 63 | 61 |
Total assets | 331 | 332 |
Contingent Value Right (CVR) | 2 | 2 |
CVR-related legal liability | 261 | 261 |
Fair value of interest rate swap agreements | 105 | 76 |
Total liabilities | 368 | 339 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 154 | 155 |
Trading securities | 63 | 61 |
Total assets | 217 | 216 |
Contingent Value Right (CVR) | 2 | 2 |
Total liabilities | 2 | 2 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 114 | 116 |
Total assets | 114 | 116 |
Fair value of interest rate swap agreements | 105 | 76 |
Total liabilities | 105 | 76 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
CVR-related legal liability | 261 | 261 |
Total liabilities | $ 261 | $ 261 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Fair Value Disclosures [Line Items] | |||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 | |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | 0 | |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | 0 | |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | $ 0 | |
CVR-related legal liability | 0 | ||
Interest Rate Swap [Member] | |||
Fair Value Disclosures [Line Items] | |||
Credit risk valuation adjustment, decrease in fair value of liability | 6 | $ 4 | |
Credit risk valuation adjustment, decrease in fair value of liability, net of tax | $ 4 | $ 2 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Information [Abstract] | |
Number of Operating Segments | 2 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting Information by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net operating revenues | $ 4,999 | $ 4,911 |
Income (loss) from continuing operations before income taxes | 63 | 168 |
Hospital Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Net operating revenues | 4,944 | 4,857 |
Income (loss) from continuing operations before income taxes | 143 | 273 |
Corporate and All Other Reporting Units [Member] | ||
Segment Reporting Information [Line Items] | ||
Net operating revenues | 55 | 54 |
Income (loss) from continuing operations before income taxes | $ (80) | $ (105) |
Other Comprehensive Income (Sch
Other Comprehensive Income (Schedule of Changes in Accumulated Other Comprehensive Income by Component) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ (73) | $ (63) |
Other comprehensive (loss) income before reclassifications | (26) | (14) |
Amounts reclassified from accumulated other comprehensive income (loss) | 10 | 7 |
Other comprehensive loss | (16) | (7) |
Accumulated Other Comprehensive Income (Loss), Ending Balance | (89) | (70) |
Change in Fair Value of Interest Rate Swaps [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (48) | (43) |
Other comprehensive (loss) income before reclassifications | (28) | (15) |
Amounts reclassified from accumulated other comprehensive income (loss) | 9 | 6 |
Other comprehensive loss | (19) | (9) |
Accumulated Other Comprehensive Income (Loss), Ending Balance | (67) | (52) |
Change in Fair Value of Available for Sale Securities [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | 1 | 7 |
Other comprehensive (loss) income before reclassifications | 2 | $ 1 |
Amounts reclassified from accumulated other comprehensive income (loss) | ||
Other comprehensive loss | 2 | $ 1 |
Accumulated Other Comprehensive Income (Loss), Ending Balance | 3 | 8 |
Change in Unrecognized Pension Cost Components [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (26) | (27) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1 | 1 |
Other comprehensive loss | 1 | 1 |
Accumulated Other Comprehensive Income (Loss), Ending Balance | $ (25) | $ (26) |
Other Comprehensive Income (S98
Other Comprehensive Income (Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest expense, net | $ 251 | $ 241 |
Income from continuing operations before income taxes | 63 | 168 |
Tax benefit | (26) | (56) |
Net income attributable to Community Health Systems, Inc. stockholders | 11 | 79 |
Change in Fair Value of Interest Rate Swaps [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest expense, net | (14) | (9) |
Tax benefit | 5 | 3 |
Net income attributable to Community Health Systems, Inc. stockholders | (9) | (6) |
Change in Unrecognized Pension Cost Components [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amortization of defined benefit pension items - Actuarial losses | (1) | |
Change in Unrecognized Pension Cost Components [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amortization of defined benefit pension items - Prior service costs | (1) | |
Income from continuing operations before income taxes | (1) | (1) |
Net income attributable to Community Health Systems, Inc. stockholders | $ (1) | $ (1) |
Contingencies (Contingencies Na
Contingencies (Contingencies Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2016USD ($)item$ / shares | Mar. 31, 2015USD ($) | Jan. 27, 2014USD ($) | |
Loss Contingencies [Line Items] | |||
Business Combination Contingent Consideration Arrangements, Contingent Value Right, Amount Per Share | $ / shares | $ 1 | ||
Deductible related to litigation and contingent value right | $ 18 | ||
Contingent value right, percentage multiplier | 90.00% | ||
Number of contingent value rights outstanding | item | 264,544,053 | ||
Amount which CVR holders are no longer entitled to payment | $ 312 | ||
Contingent value right, period payable after final resolution | 60 days | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 261 | $ 284 | |
Business Combination, Contingent Consideration, Liability, Current | 0 | ||
Pending Litigation [Member] | Legal Matters Where Negative Outcome is Known or Probable [Member] | |||
Loss Contingencies [Line Items] | |||
Legal Fees | $ 1 | $ 4 | |
Class Action Shareholder Federal Securities Cases [Member] | Pending Litigation [Member] | Litigation Matters For Which An Outcome Cannot Be Assessed [Member] | |||
Loss Contingencies [Line Items] | |||
Number of legal cases filed | item | 3 | ||
Shareholder Derivative Actions [Member] | Pending Litigation [Member] | Litigation Matters For Which An Outcome Cannot Be Assessed [Member] | |||
Loss Contingencies [Line Items] | |||
Number of legal cases filed | item | 3 |
Contingencies (Impact of Legal
Contingencies (Impact of Legal Expenses Paid or Incurred to Date and Settlements Paid or Deemed Final) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | |
As of December 31, 2015 | $ 58 |
Legal expenses incurred and/or paid during the three months ended March 31, 2016 | 1 |
As of March 31, 2016 | 59 |
Deductible [Member] | |
Loss Contingencies [Line Items] | |
As of December 31, 2015 | 18 |
As of March 31, 2016 | 18 |
CHS Responsibility at 10% [Member] | |
Loss Contingencies [Line Items] | |
As of December 31, 2015 | 4 |
As of March 31, 2016 | 4 |
Reduction to Amount Owed to CVR Holders at 90% [Member] | |
Loss Contingencies [Line Items] | |
As of December 31, 2015 | 36 |
Legal expenses incurred and/or paid during the three months ended March 31, 2016 | 1 |
As of March 31, 2016 | $ 37 |
Contingencies (Schedule Reconci
Contingencies (Schedule Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Loss Contingency Accrual [Roll Forward] | ||
Expense (income) | $ 8 | |
Pending Litigation [Member] | CVR Related Liability at Fair Value [Member] | ||
Loss Contingency Accrual [Roll Forward] | ||
Beginning Balance | $ 261 | |
Ending Balance | 261 | |
Pending Litigation [Member] | Other Probable Contingencies [Member] | ||
Loss Contingency Accrual [Roll Forward] | ||
Beginning Balance | 10 | |
Cash payments | (3) | |
Ending Balance | $ 7 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Apr. 29, 2016USD ($) | Apr. 01, 2016USD ($)item | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | May. 02, 2016USD ($) | Mar. 09, 2015USD ($) | Aug. 17, 2012USD ($) |
Subsequent Event [Line Items] | |||||||
Payments made for term loan under Credit Facility | $ 1,480,000,000 | $ 1,268,000,000 | |||||
Universal Health Services, Inc. [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Disposal Date | Apr. 29, 2016 | ||||||
Physicians' Specialty Hospital [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business Acquisition, Date of Acquisition Agreement | Apr. 1, 2016 | ||||||
Subsequent Event [Member] | Quorum Health Corporation [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash generated from spinoff | $ 1,200,000,000 | ||||||
Subsequent Event [Member] | Universal Health Services, Inc. [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from sale of equity method investments | 445,000,000 | ||||||
Subsequent Event [Member] | Physicians' Specialty Hospital [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of licensed beds | item | 20 | ||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 13,000,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | ||||||
Secured Debt [Member] | Credit Facility, Term Loan F [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,700,000,000 | ||||||
Secured Debt [Member] | Credit Facility, Term Loan F [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payments made for term loan under Credit Facility | $ 194,000,000 | ||||||
Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,600,000,000 | $ 1,600,000,000 | |||||
Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash tender offer | $ 900,000,000 | ||||||
Four Hospitals in Las Vegas, Nevada [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Company owned equity interests | 27.50% | ||||||
Four Hospitals in Las Vegas, Nevada [Member] | Subsequent Event [Member] | Universal Health Services, Inc. [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Company owned equity interests | 27.50% | ||||||
One Hospital in Las Vegas, Nevada [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Company owned equity interests | 26.10% | ||||||
One Hospital in Las Vegas, Nevada [Member] | Subsequent Event [Member] | Universal Health Services, Inc. [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Company owned equity interests | 26.10% |
Supplemental Condensed Conso103
Supplemental Condensed Consolidating Financial Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Percentage of owned domestic subsidiaries which guaranteed senior notes | 100.00% |
Supplemental Condensed Conso104
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidating Statements of Income (Unaudited) | ||
Operating revenues (net of contractual allowances and discounts) | $ 5,754 | $ 5,646 |
Provision for bad debts | 755 | 735 |
Net operating revenues | 4,999 | 4,911 |
Operating costs and expenses: | ||
Salaries and benefits | 2,317 | 2,257 |
Supplies | 799 | 762 |
Other operating expenses | 1,173 | 1,099 |
Government settlement and related costs | 8 | |
Electronic health records incentive reimbursement | (18) | (26) |
Rent | 119 | 116 |
Depreciation and amortization | 298 | 296 |
Impairment of long-lived assets | 17 | |
Total operating costs and expenses | 4,705 | 4,512 |
Income from operations | 294 | 399 |
Interest expense, net | 251 | 241 |
Loss from early extinguishment of debt | 8 | |
Equity in earnings of unconsolidated affiliates | (20) | (18) |
Income from continuing operations before income taxes | 63 | 168 |
Provision for (benefit from) income taxes | 26 | 56 |
Income from continuing operations | 37 | 112 |
Discontinued operations, net of taxes: | ||
Loss from operations of entities sold or held for sale | (11) | |
Impairment of hospitals sold or held for sale | (1) | (1) |
Loss on sale, net | (1) | |
Loss from discontinued operations, net of taxes | (1) | (13) |
Net income | 36 | 99 |
Less: Net income attributable to noncontrolling interests | 25 | 20 |
Net income attributable to Community Health Systems, Inc. stockholders | 11 | 79 |
Parent Company [Member] | ||
Operating costs and expenses: | ||
Equity in earnings of unconsolidated affiliates | (11) | (79) |
Income from continuing operations before income taxes | 11 | 79 |
Income from continuing operations | 11 | 79 |
Discontinued operations, net of taxes: | ||
Net income | 11 | 79 |
Net income attributable to Community Health Systems, Inc. stockholders | 11 | 79 |
Issuer [Member] | ||
Condensed Consolidating Statements of Income (Unaudited) | ||
Operating revenues (net of contractual allowances and discounts) | (6) | (5) |
Net operating revenues | (6) | (5) |
Operating costs and expenses: | ||
Income from operations | (6) | (5) |
Interest expense, net | 35 | 21 |
Loss from early extinguishment of debt | 8 | |
Equity in earnings of unconsolidated affiliates | (62) | (104) |
Income from continuing operations before income taxes | 21 | 70 |
Provision for (benefit from) income taxes | 10 | (9) |
Income from continuing operations | 11 | 79 |
Discontinued operations, net of taxes: | ||
Net income | 11 | 79 |
Net income attributable to Community Health Systems, Inc. stockholders | 11 | 79 |
Other Guarantor [Member] | ||
Condensed Consolidating Statements of Income (Unaudited) | ||
Operating revenues (net of contractual allowances and discounts) | 3,766 | 3,488 |
Provision for bad debts | 532 | 447 |
Net operating revenues | 3,234 | 3,041 |
Operating costs and expenses: | ||
Salaries and benefits | 1,282 | 1,222 |
Supplies | 543 | 492 |
Other operating expenses | 817 | 708 |
Government settlement and related costs | 8 | |
Electronic health records incentive reimbursement | (11) | (17) |
Rent | 65 | 61 |
Depreciation and amortization | 211 | 200 |
Impairment of long-lived assets | 12 | |
Total operating costs and expenses | 2,919 | 2,674 |
Income from operations | 315 | 367 |
Interest expense, net | 200 | 211 |
Equity in earnings of unconsolidated affiliates | 17 | (5) |
Income from continuing operations before income taxes | 98 | 161 |
Provision for (benefit from) income taxes | 37 | 61 |
Income from continuing operations | 61 | 100 |
Discontinued operations, net of taxes: | ||
Loss from operations of entities sold or held for sale | (1) | |
Impairment of hospitals sold or held for sale | (1) | |
Loss on sale, net | 2 | |
Loss from discontinued operations, net of taxes | (1) | 1 |
Net income | 60 | 101 |
Net income attributable to Community Health Systems, Inc. stockholders | 60 | 101 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Consolidating Statements of Income (Unaudited) | ||
Operating revenues (net of contractual allowances and discounts) | 1,994 | 2,163 |
Provision for bad debts | 223 | 288 |
Net operating revenues | 1,771 | 1,875 |
Operating costs and expenses: | ||
Salaries and benefits | 1,035 | 1,035 |
Supplies | 256 | 270 |
Other operating expenses | 356 | 391 |
Electronic health records incentive reimbursement | (7) | (9) |
Rent | 54 | 55 |
Depreciation and amortization | 87 | 96 |
Impairment of long-lived assets | 5 | |
Total operating costs and expenses | 1,786 | 1,838 |
Income from operations | (15) | 37 |
Interest expense, net | 16 | 9 |
Income from continuing operations before income taxes | (31) | 28 |
Provision for (benefit from) income taxes | (21) | 4 |
Income from continuing operations | (10) | 24 |
Discontinued operations, net of taxes: | ||
Loss from operations of entities sold or held for sale | 1 | (11) |
Impairment of hospitals sold or held for sale | (1) | |
Loss on sale, net | (3) | |
Loss from discontinued operations, net of taxes | (14) | |
Net income | (10) | 10 |
Less: Net income attributable to noncontrolling interests | 25 | 20 |
Net income attributable to Community Health Systems, Inc. stockholders | (35) | (10) |
Consolidation, Eliminations [Member] | ||
Operating costs and expenses: | ||
Equity in earnings of unconsolidated affiliates | 36 | 170 |
Income from continuing operations before income taxes | (36) | (170) |
Income from continuing operations | (36) | (170) |
Discontinued operations, net of taxes: | ||
Net income | (36) | (170) |
Net income attributable to Community Health Systems, Inc. stockholders | $ (36) | $ (170) |
Supplemental Condensed Conso105
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||
Net income | $ 36 | $ 99 |
Other comprehensive (loss) income, net of income taxes: | ||
Net change in fair value of interest rate swaps, net of tax | (19) | (9) |
Net change in fair value of available-for-sale securities, net of tax | 2 | 1 |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 |
Other comprehensive loss | (16) | (7) |
Comprehensive income | 20 | 92 |
Less: Comprehensive income attributable to noncontrolling interests | 25 | 20 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (5) | 72 |
Parent Company [Member] | ||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||
Net income | 11 | 79 |
Other comprehensive (loss) income, net of income taxes: | ||
Net change in fair value of interest rate swaps, net of tax | (19) | (9) |
Net change in fair value of available-for-sale securities, net of tax | 2 | 1 |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 |
Other comprehensive loss | (16) | (7) |
Comprehensive income | (5) | 72 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (5) | 72 |
Issuer [Member] | ||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||
Net income | 11 | 79 |
Other comprehensive (loss) income, net of income taxes: | ||
Net change in fair value of interest rate swaps, net of tax | (19) | (9) |
Net change in fair value of available-for-sale securities, net of tax | 2 | 1 |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 |
Other comprehensive loss | (16) | (7) |
Comprehensive income | (5) | 72 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (5) | 72 |
Other Guarantor [Member] | ||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||
Net income | 60 | 101 |
Other comprehensive (loss) income, net of income taxes: | ||
Net change in fair value of available-for-sale securities, net of tax | 2 | 1 |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 |
Other comprehensive loss | 3 | 2 |
Comprehensive income | 63 | 103 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | 63 | 103 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||
Net income | (10) | 10 |
Other comprehensive (loss) income, net of income taxes: | ||
Comprehensive income | (10) | 10 |
Less: Comprehensive income attributable to noncontrolling interests | 25 | 20 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (35) | (10) |
Consolidation, Eliminations [Member] | ||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||
Net income | (36) | (170) |
Other comprehensive (loss) income, net of income taxes: | ||
Net change in fair value of interest rate swaps, net of tax | 19 | 9 |
Net change in fair value of available-for-sale securities, net of tax | (4) | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | (2) | (2) |
Other comprehensive loss | 13 | 5 |
Comprehensive income | (23) | (165) |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | $ (23) | $ (165) |
Supplemental Condensed Conso106
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Balance Sheet) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 181 | $ 184 | $ 222 | $ 509 |
Patient accounts receivable, net of allowance for doubtful accounts | 3,723 | 3,611 | ||
Supplies | 587 | 580 | ||
Prepaid income taxes | 2 | 27 | ||
Prepaid expenses and taxes | 218 | 197 | ||
Other current assets | 545 | 567 | ||
Total current assets | 5,256 | 5,166 | ||
Property and equipment, net | 10,104 | 10,112 | ||
Goodwill | 9,022 | 8,965 | ||
Other assets, net | 2,342 | 2,352 | ||
Total assets | 26,724 | 26,595 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 249 | 229 | ||
Accounts payable | 1,179 | 1,258 | ||
Accrued interest | 158 | 227 | ||
Accrued liabilities | 1,468 | 1,358 | ||
Total current liabilities | 3,054 | 3,072 | ||
Long-term debt | 16,665 | 16,556 | ||
Deferred income taxes | 599 | 593 | ||
Other long-term liabilities | 1,723 | 1,698 | ||
Total liabilities | 22,041 | 21,919 | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | $ 565 | $ 571 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Preferred stock | ||||
Common stock | $ 1 | $ 1 | ||
Additional paid-in capital | 1,952 | 1,963 | ||
Treasury stock, at cost | (7) | (7) | ||
Accumulated other comprehensive loss | (89) | (73) | (70) | (63) |
Retained earnings | 2,146 | 2,135 | ||
Total Community Health Systems, Inc. stockholders' equity | 4,003 | 4,019 | ||
Noncontrolling interests in equity of consolidated subsidiaries | 115 | 86 | ||
Total equity | 4,118 | 4,105 | ||
Total liabilities and equity | 26,724 | 26,595 | ||
Parent Company [Member] | ||||
Current assets: | ||||
Prepaid income taxes | 2 | 27 | ||
Total current assets | 2 | 27 | ||
Intercompany receivable | 1,178 | 1,159 | ||
Net investment in subsidiaries | 3,433 | 3,438 | ||
Total assets | 4,613 | 4,624 | ||
Current liabilities: | ||||
Accrued liabilities | 4 | 4 | ||
Total current liabilities | 4 | 4 | ||
Deferred income taxes | 599 | 593 | ||
Other long-term liabilities | 8 | 8 | ||
Total liabilities | 611 | 605 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 1,951 | 1,963 | ||
Treasury stock, at cost | (7) | (7) | ||
Accumulated other comprehensive loss | (89) | (73) | ||
Retained earnings | 2,146 | 2,135 | ||
Total Community Health Systems, Inc. stockholders' equity | 4,002 | 4,019 | ||
Total equity | 4,002 | 4,019 | ||
Total liabilities and equity | 4,613 | 4,624 | ||
Issuer [Member] | ||||
Current assets: | ||||
Intercompany receivable | 16,776 | 16,544 | ||
Net investment in subsidiaries | 21,416 | 20,964 | ||
Total assets | 38,192 | 37,508 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 175 | 162 | ||
Accrued interest | 156 | 226 | ||
Total current liabilities | 331 | 388 | ||
Long-term debt | 15,739 | 15,604 | ||
Intercompany payable | 17,347 | 16,861 | ||
Other long-term liabilities | 1,342 | 1,217 | ||
Total liabilities | 34,759 | 34,070 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | 1,328 | 1,324 | ||
Accumulated other comprehensive loss | (89) | (73) | ||
Retained earnings | 2,194 | 2,187 | ||
Total Community Health Systems, Inc. stockholders' equity | 3,433 | 3,438 | ||
Total equity | 3,433 | 3,438 | ||
Total liabilities and equity | 38,192 | 37,508 | ||
Other Guarantor [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 12 | 25 | 37 | 368 |
Patient accounts receivable, net of allowance for doubtful accounts | 1,232 | 1,197 | ||
Supplies | 408 | 400 | ||
Prepaid expenses and taxes | 146 | 138 | ||
Other current assets | 347 | 356 | ||
Total current assets | 2,145 | 2,116 | ||
Intercompany receivable | 1,638 | 1,491 | ||
Property and equipment, net | 6,924 | 6,863 | ||
Goodwill | 5,462 | 5,460 | ||
Other assets, net | 2,349 | 2,153 | ||
Net investment in subsidiaries | 7,859 | 8,035 | ||
Total assets | 26,377 | 26,118 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 65 | 57 | ||
Accounts payable | 874 | 866 | ||
Accrued interest | 1 | |||
Accrued liabilities | 956 | 901 | ||
Total current liabilities | 1,896 | 1,824 | ||
Long-term debt | 128 | 151 | ||
Intercompany payable | 18,975 | 19,021 | ||
Other long-term liabilities | 1,343 | 1,149 | ||
Total liabilities | 22,342 | 22,145 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | 1,530 | 1,506 | ||
Accumulated other comprehensive loss | (21) | (22) | ||
Retained earnings | 2,526 | 2,489 | ||
Total Community Health Systems, Inc. stockholders' equity | 4,035 | 3,973 | ||
Total equity | 4,035 | 3,973 | ||
Total liabilities and equity | 26,377 | 26,118 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 169 | 159 | $ 185 | $ 141 |
Patient accounts receivable, net of allowance for doubtful accounts | 2,491 | 2,414 | ||
Supplies | 179 | 180 | ||
Prepaid expenses and taxes | 72 | 59 | ||
Other current assets | 198 | 211 | ||
Total current assets | 3,109 | 3,023 | ||
Intercompany receivable | 6,299 | 6,404 | ||
Property and equipment, net | 3,180 | 3,249 | ||
Goodwill | 3,560 | 3,505 | ||
Other assets, net | 1,258 | 1,245 | ||
Total assets | 17,406 | 17,426 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 9 | 10 | ||
Accounts payable | 305 | 392 | ||
Accrued interest | 1 | 1 | ||
Accrued liabilities | 508 | 453 | ||
Total current liabilities | 823 | 856 | ||
Long-term debt | 798 | 801 | ||
Intercompany payable | 13,775 | 13,764 | ||
Other long-term liabilities | 295 | 370 | ||
Total liabilities | 15,691 | 15,791 | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 565 | 571 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | 1,042 | 967 | ||
Accumulated other comprehensive loss | (1) | (3) | ||
Retained earnings | (6) | 14 | ||
Total Community Health Systems, Inc. stockholders' equity | 1,035 | 978 | ||
Noncontrolling interests in equity of consolidated subsidiaries | 115 | 86 | ||
Total equity | 1,150 | 1,064 | ||
Total liabilities and equity | 17,406 | 17,426 | ||
Consolidation, Eliminations [Member] | ||||
Current assets: | ||||
Intercompany receivable | (25,891) | (25,598) | ||
Other assets, net | (1,265) | (1,046) | ||
Net investment in subsidiaries | (32,708) | (32,437) | ||
Total assets | (59,864) | (59,081) | ||
Current liabilities: | ||||
Intercompany payable | (50,097) | (49,646) | ||
Other long-term liabilities | (1,265) | (1,046) | ||
Total liabilities | (51,362) | (50,692) | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | (3,899) | (3,797) | ||
Accumulated other comprehensive loss | 111 | 98 | ||
Retained earnings | (4,714) | (4,690) | ||
Total Community Health Systems, Inc. stockholders' equity | (8,502) | (8,389) | ||
Total equity | (8,502) | (8,389) | ||
Total liabilities and equity | $ (59,864) | $ (59,081) |
Supplemental Condensed Conso107
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Cash Flows) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | $ 294 | $ (61) |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related equipment | (99) | (13) |
Purchases of property and equipment | (224) | (241) |
Proceeds from disposition of hospitals and other ancillary operations | 12 | 62 |
Proceeds from sale of property and equipment | 4 | 3 |
Purchases of available-for-sale securities | (37) | (59) |
Proceeds from sales of available-for-sale securities | 40 | 56 |
Increase in other investments | (67) | (39) |
Net cash used in investing activities | (371) | (231) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 17 | |
Repurchase of restricted stock shares for payroll tax withholding requirements | (7) | (20) |
Deferred financing costs and other debt-related costs | (20) | |
Redemption of noncontrolling investments in joint ventures | (16) | (7) |
Distributions to noncontrolling investors in joint ventures | (18) | (23) |
Borrowings under credit agreements | 1,564 | 1,251 |
Proceeds from receivables facility | 31 | 75 |
Repayments of long-term indebtedness | (1,480) | (1,268) |
Net cash provided by financing activities | 74 | 5 |
Net change in cash and cash equivalents | (3) | (287) |
Cash and cash equivalents at beginning of period | 184 | 509 |
Cash and cash equivalents at end of period | 181 | 222 |
Parent Company [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (10) | |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 17 | |
Repurchase of restricted stock shares for payroll tax withholding requirements | (7) | (20) |
Changes in intercompany balances with affiliates, net | 7 | 13 |
Net cash provided by financing activities | 10 | |
Issuer [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (223) | (123) |
Cash flows from financing activities: | ||
Deferred financing costs and other debt-related costs | (20) | |
Changes in intercompany balances with affiliates, net | 89 | 77 |
Borrowings under credit agreements | 1,563 | 1,250 |
Repayments of long-term indebtedness | (1,429) | (1,184) |
Net cash provided by financing activities | 223 | 123 |
Other Guarantor [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 420 | 23 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related equipment | (2) | (11) |
Purchases of property and equipment | (159) | (199) |
Proceeds from disposition of hospitals and other ancillary operations | 12 | 4 |
Proceeds from sale of property and equipment | 3 | |
Purchases of available-for-sale securities | (12) | (22) |
Proceeds from sales of available-for-sale securities | 10 | 19 |
Increase in other investments | (53) | (30) |
Net cash used in investing activities | (201) | (239) |
Cash flows from financing activities: | ||
Changes in intercompany balances with affiliates, net | (215) | (101) |
Borrowings under credit agreements | 1 | 1 |
Repayments of long-term indebtedness | (18) | (15) |
Net cash provided by financing activities | (232) | (115) |
Net change in cash and cash equivalents | (13) | (331) |
Cash and cash equivalents at beginning of period | 25 | 368 |
Cash and cash equivalents at end of period | 12 | 37 |
Non-Guarantor Subsidiaries [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 97 | 49 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related equipment | (97) | (2) |
Purchases of property and equipment | (65) | (42) |
Proceeds from disposition of hospitals and other ancillary operations | 58 | |
Proceeds from sale of property and equipment | 1 | 3 |
Purchases of available-for-sale securities | (25) | (37) |
Proceeds from sales of available-for-sale securities | 30 | 37 |
Increase in other investments | (14) | (9) |
Net cash used in investing activities | (170) | 8 |
Cash flows from financing activities: | ||
Redemption of noncontrolling investments in joint ventures | (16) | (7) |
Distributions to noncontrolling investors in joint ventures | (18) | (23) |
Changes in intercompany balances with affiliates, net | 119 | 11 |
Proceeds from receivables facility | 31 | 75 |
Repayments of long-term indebtedness | (33) | (69) |
Net cash provided by financing activities | 83 | (13) |
Net change in cash and cash equivalents | 10 | 44 |
Cash and cash equivalents at beginning of period | 159 | 141 |
Cash and cash equivalents at end of period | $ 169 | $ 185 |