Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 15, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | COMMUNITY HEALTH SYSTEMS INC | ||
Entity Central Index Key | 1,108,109 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Trading Symbol | CYH | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Amendment Flag | false | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,321,763,644 | ||
Entity Common Stock, Shares Outstanding | 113,849,339 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Consolidated Statements of (Loss) Income [Abstract] | ||||||||||||||
Operating revenues (net of contractual allowances and discounts) | $ 21,275 | $ 22,564 | $ 21,561 | |||||||||||
Provision for bad debts | 2,837 | 3,127 | 2,922 | |||||||||||
Net operating revenues | $ 4,469 | $ 4,380 | $ 4,590 | $ 4,999 | $ 4,798 | $ 4,846 | $ 4,882 | $ 4,911 | 18,438 | [1] | 19,437 | [1] | 18,639 | |
Operating costs and expenses: | ||||||||||||||
Salaries and benefits | 8,624 | 8,991 | 8,618 | |||||||||||
Supplies | 3,011 | 3,048 | 2,862 | |||||||||||
Other operating expenses | 4,248 | 4,520 | 4,322 | |||||||||||
Government and other legal settlements and related costs | 16 | 4 | 101 | |||||||||||
Electronic health records incentive reimbursement | (70) | (160) | (259) | |||||||||||
Rent | 450 | 457 | 434 | |||||||||||
Depreciation and amortization | 1,100 | 1,172 | 1,106 | |||||||||||
Amortization of software to be abandoned | 75 | |||||||||||||
Impairment and (gain) loss on sale of businesses, net | 1,919 | 68 | 41 | |||||||||||
Total operating costs and expenses | 19,298 | 18,100 | 17,300 | |||||||||||
(Loss) income from operations | (860) | 1,337 | 1,339 | |||||||||||
Interest expense, net of interest income of $14, $15 and $5 in 2016, 2015 and 2014, respectively | 962 | 973 | 972 | |||||||||||
Loss from early extinguishment of debt | 30 | 16 | 73 | |||||||||||
Gain on sale of investments in unconsolidated affiliates | (94) | |||||||||||||
Equity in earnings of unconsolidated affiliates | (43) | (63) | (48) | |||||||||||
(Loss) income from continuing operations before income taxes | (152) | (83) | (1,543) | 63 | (91) | 121 | 214 | 168 | (1,715) | [1] | 411 | [1] | 342 | |
(Benefit from) provision for income taxes | (104) | 116 | 82 | |||||||||||
(Loss) income from continuing operations | (189) | (54) | (1,405) | 37 | (40) | 83 | 140 | 112 | (1,611) | [1] | 295 | [1] | 260 | |
Discontinued operations, net of taxes: | ||||||||||||||
Loss from operations of entities sold or held for sale | (7) | (27) | (7) | |||||||||||
Impairment of hospitals sold or held for sale | (8) | (5) | (50) | |||||||||||
Loss on sale, net | (4) | |||||||||||||
Loss from discontinued operations, net of taxes | (9) | (2) | (1) | (1) | (9) | (8) | (6) | (13) | (15) | [1] | (36) | [1] | (57) | |
Net (loss) income | (1,626) | 259 | 203 | |||||||||||
Less: Net income attributable to noncontrolling interests | 95 | 101 | 111 | |||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (220) | $ (79) | $ (1,432) | $ 11 | $ (83) | $ 52 | $ 111 | $ 79 | $ (1,721) | [1] | $ 158 | [1] | $ 92 | |
Basic (loss) earnings per share attributable to Community Health Systems, Inc. common stockholders: | ||||||||||||||
Continuing operations | [2] | $ (1.91) | $ (0.69) | $ (12.90) | $ 0.11 | $ (0.66) | $ 0.52 | $ 1.02 | $ 0.80 | $ (15.41) | [1] | $ 1.69 | [1] | $ 1.33 |
Discontinued operations | [2] | (0.09) | (0.02) | (0.01) | (0.01) | (0.08) | (0.07) | (0.06) | (0.11) | (0.13) | [1] | (0.31) | [1] | (0.51) |
Net (loss) income | [2] | (1.99) | (0.71) | (12.91) | 0.10 | (0.73) | 0.45 | 0.96 | 0.69 | (15.54) | [1] | 1.38 | [1] | 0.82 |
Diluted (loss) earnings per share attributable to Community Health Systems, Inc. common stockholders: | ||||||||||||||
Continuing operations | [2] | (1.91) | (0.69) | (12.90) | 0.11 | (0.66) | 0.51 | 1.01 | 0.79 | (15.41) | [1] | 1.68 | [1] | 1.32 |
Discontinued operations | [2] | (0.09) | (0.02) | (0.01) | (0.01) | (0.08) | (0.07) | (0.06) | (0.11) | (0.13) | [1] | (0.31) | [1] | (0.51) |
Net (loss) income | [2] | $ (1.99) | $ (0.71) | $ (12.91) | $ 0.10 | $ (0.73) | $ 0.44 | $ 0.95 | $ 0.68 | $ (15.54) | [1] | $ 1.37 | [1] | $ 0.82 |
Weighted-average number of shares outstanding: | ||||||||||||||
Basic | 110,905,052 | 110,888,040 | 110,879,285 | 110,247,867 | 112,891,505 | 115,319,986 | 115,194,899 | 114,419,590 | 110,730,971 | [1] | 114,454,674 | [1] | 111,579,088 | |
Diluted | 110,905,052 | 110,888,040 | 110,879,285 | 110,309,372 | 112,891,505 | 116,368,157 | 116,100,417 | 115,057,668 | 110,730,971 | [1] | 115,272,404 | [1] | 112,549,320 | |
[1] | Total quarterly amounts may not add due to rounding. | |||||||||||||
[2] | Total per share amounts may not add due to rounding. |
Consolidated Statements of (Lo3
Consolidated Statements of (Loss) Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of (Loss) Income [Abstract] | |||
Interest Income | $ 14 | $ 15 | $ 5 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive (Loss) Income [Abstract] | |||
Net (loss) income | $ (1,626) | $ 259 | $ 203 |
Other comprehensive income (loss), net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax of $10, $(3) and $7 for the years ended December 31, 2016, 2015 and 2014, respectively | 17 | (6) | 13 |
Net change in fair value of available-for-sale securities, net of tax | (11) | (5) | |
Amortization and recognition of unrecognized pension cost components, net of tax (benefit) of $2, $1 and $(9) for the years ended December 31, 2016, 2015 and 2014, respectively | 3 | 1 | (9) |
Other comprehensive income (loss) | 9 | (10) | 4 |
Comprehensive (loss) income | (1,617) | 249 | 207 |
Less: Comprehensive income attributable to noncontrolling interests | 95 | 101 | 111 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | $ (1,712) | $ 148 | $ 96 |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive (Loss) Income [Abstract] | |||
Tax provision (benefit) related to the net change in fair value of interest rate swaps | $ 10 | $ (3) | $ 7 |
Tax provision (benefit) related to amortization and recognition of unrecognized pension cost components | $ 2 | $ 1 | $ (9) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 238 | $ 184 |
Patient accounts receivable, net of allowance for doubtful accounts of $3,773 and $4,110 at December 31, 2016 and 2015, respectively | 3,176 | 3,611 |
Supplies | 480 | 580 |
Prepaid income taxes | 17 | 27 |
Prepaid expenses and taxes | 187 | 197 |
Other current assets (including assets of hospitals held for sale of $117 and $17 at December 31, 2016 and 2015, respectively) | 568 | 567 |
Total current assets | 4,666 | 5,166 |
Property and equipment: | ||
Land and improvements | 782 | 969 |
Buildings and improvements | 7,438 | 9,051 |
Equipment and fixtures | 4,202 | 4,886 |
Property and equipment, gross | 12,422 | 14,906 |
Less accumulated depreciation and amortization | (4,273) | (4,794) |
Property and equipment, net | 8,149 | 10,112 |
Goodwill | 6,521 | 8,965 |
Other assets, net of accumulated amortization of $929 and $903 at December 31, 2016 and 2015, respectively (including assets of hospitals held for sale of $878 and $41 at December 31, 2016 and 2015, respectively) | 2,608 | 2,352 |
Total assets | 21,944 | 26,595 |
Current liabilities: | ||
Current maturities of long-term debt | 455 | 229 |
Accounts payable | 995 | 1,258 |
Accrued liabilities: | ||
Employee compensation | 731 | 823 |
Interest | 207 | 227 |
Other (including liabilities of hospitals held for sale of $81 and $6 at December 31, 2016 and 2015, respectively) | 499 | 535 |
Total current liabilities | 2,887 | 3,072 |
Long-term debt | 14,789 | 16,556 |
Deferred income taxes | 411 | 593 |
Other long-term liabilities | 1,575 | 1,698 |
Total liabilities | 19,662 | 21,919 |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 554 | 571 |
Commitments and contingencies (Note 17) | ||
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; 113,876,580 shares issued and outstanding at December 31, 2016, and 113,732,933 shares issued and 112,757,384 shares outstanding at December 31, 2015 | 1 | 1 |
Additional paid-in capital | 1,975 | 1,963 |
Treasury stock, at cost, no shares at December 31, 2016 and 975,549 shares at December 31, 2015 | (7) | |
Accumulated other comprehensive loss | (62) | (73) |
(Accumulated deficit) retained earnings | (299) | 2,135 |
Total Community Health Systems, Inc. stockholders' equity | 1,615 | 4,019 |
Noncontrolling interests in equity of consolidated subsidiaries | 113 | 86 |
Total equity | 1,728 | 4,105 |
Total liabilities and equity | $ 21,944 | $ 26,595 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful patient accounts | $ 3,773 | $ 4,110 |
Other current assets of hospitals held for sale | 117 | 17 |
Accumulated amortization | 929 | 903 |
Noncurrent assets of hospitals held for sale | 878 | 41 |
Current liabilities of hospitals held for sale | $ 81 | $ 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 | 113,876,580 | 113,732,933 |
Common stock, shares outstanding | 113,876,580 | 112,757,384 |
Treasury stock, shares | 0 | 975,549 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Redeemable Noncontrolling Interests [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings (Accumulated Deficit) [Member] | Noncontrolling Interests [Member] | Total |
Equity, beginning balance at Dec. 31, 2013 | $ 1 | $ 1,256 | $ (7) | $ (67) | $ 1,885 | $ 64 | $ 3,132 | |
Redeemable Noncontrolling Interests, beginning balance at Dec. 31, 2013 | $ 358 | |||||||
Shares, outstanding, beginning balance at Dec. 31, 2013 | 95,987,032 | (975,549) | ||||||
Comprehensive income including portion attributable to nonredeemable noncontrolling interests | 4 | 92 | 25 | 121 | ||||
Comprehensive income attributable to redeemable noncontrolling interest | 86 | |||||||
Distributions to noncontrolling interests, net of contributions | (26) | (26) | ||||||
Distributions to redeemable noncontrolling interests, net of contributions | (78) | |||||||
Purchase of subsidiary shares from noncontrolling interests | (156) | (2) | (2) | |||||
Other reclassifications of noncontrolling interests | (11) | (11) | ||||||
Other reclassifications of redeemable noncontrolling interests | 11 | |||||||
Noncontrolling interests in acquired entity | 28 | 28 | ||||||
Noncontrolling interests in acquired entity | 316 | |||||||
Adjustment to redemption value of redeemable noncontrolling interests | 6 | 6 | ||||||
Adjustment to redemption value of redeemable noncontrolling interests | (6) | |||||||
Repurchases of common stock | (9) | (9) | ||||||
Repurchases of common stock, shares | (175,000) | |||||||
Issuance of common stock in connection with the exercise of stock options | 65 | 65 | ||||||
Issuance of common stock in connection with the exercise of stock options, shares | 1,767,806 | |||||||
Issuance of shares in exchange for HMA common stock | 736 | 736 | ||||||
Issuance of shares in exchange for HMA common stock, shares | 18,364,420 | |||||||
Cancellation of restricted stock for tax withholdings on vested shares | (11) | (11) | ||||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (270,997) | |||||||
Stock-based compensation | 54 | 54 | ||||||
Stock-based compensation, shares | 2,027,826 | |||||||
Equity, ending balance at Dec. 31, 2014 | $ 1 | 2,095 | $ (7) | (63) | 1,977 | 80 | 4,083 | |
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2014 | 531 | |||||||
Shares, outstanding, ending balance at Dec. 31, 2014 | 117,701,087 | (975,549) | ||||||
Comprehensive income including portion attributable to nonredeemable noncontrolling interests | (10) | 158 | 27 | 175 | ||||
Comprehensive income attributable to redeemable noncontrolling interest | 74 | |||||||
Contributions from noncontrolling interests | 47 | |||||||
Distributions to noncontrolling interests, net of contributions | (30) | (30) | ||||||
Distributions to redeemable noncontrolling interests, net of contributions | (70) | |||||||
Purchase of subsidiary shares from noncontrolling interests | (25) | (16) | 5 | (11) | ||||
Disposition of less-than-wholly owned hospital owned hospital | (2) | (2) | ||||||
Disposition of less-than-wholly owned hospital owned hospital | (8) | |||||||
Other reclassifications of noncontrolling interests | 1 | 1 | ||||||
Other reclassifications of redeemable noncontrolling interests | (1) | |||||||
Noncontrolling interests in acquired entity | 5 | 5 | ||||||
Noncontrolling interests in acquired entity | 2 | |||||||
Adjustment to redemption value of redeemable noncontrolling interests | (21) | (21) | ||||||
Adjustment to redemption value of redeemable noncontrolling interests | 21 | |||||||
Repurchases of common stock | (159) | (159) | ||||||
Repurchases of common stock, shares | (5,532,188) | |||||||
Issuance of common stock in connection with the exercise of stock options | 25 | 25 | ||||||
Issuance of common stock in connection with the exercise of stock options, shares | 712,235 | |||||||
Issuance of shares in exchange for HMA common stock, shares | 56 | |||||||
Cancellation of restricted stock for tax withholdings on vested shares | (20) | (20) | ||||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (417,019) | |||||||
Stock-based compensation | 59 | 59 | ||||||
Stock-based compensation, shares | 1,268,874 | |||||||
Equity, ending balance at Dec. 31, 2015 | $ 1 | 1,963 | $ (7) | (73) | 2,135 | 86 | 4,105 | |
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2015 | 571 | 571 | ||||||
Shares, outstanding, ending balance at Dec. 31, 2015 | 113,732,933 | (975,549) | ||||||
Comprehensive income including portion attributable to nonredeemable noncontrolling interests | 9 | (1,721) | 24 | (1,688) | ||||
Comprehensive income attributable to redeemable noncontrolling interest | 71 | |||||||
Distributions to noncontrolling interests, net of contributions | (23) | (23) | ||||||
Distributions to redeemable noncontrolling interests, net of contributions | (69) | |||||||
Purchase of subsidiary shares from noncontrolling interests | (14) | (9) | 4 | (5) | ||||
Disposition of less-than-wholly owned hospital owned hospital | (3) | |||||||
Noncontrolling interests in acquired entity | 33 | 33 | ||||||
Adjustment to redemption value of redeemable noncontrolling interests | (6) | (6) | ||||||
Adjustment to redemption value of redeemable noncontrolling interests | 6 | |||||||
Distribution of Quorum Health Corporation | (8) | 2 | (713) | (11) | (722) | |||
Cancellation of treasury stock | (7) | $ 7 | ||||||
Cancellation of treasury stock, shares | 975,549 | 975,549 | ||||||
Cancellation of restricted stock for tax withholdings on vested shares | (6) | (6) | ||||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (368,945) | |||||||
Income tax payable increase from vesting of restricted shares | (6) | (6) | ||||||
Stock-based compensation | 46 | 46 | ||||||
Stock-based compensation, shares | 1,488,141 | |||||||
Equity, ending balance at Dec. 31, 2016 | $ 1 | $ 1,975 | $ (62) | $ (299) | $ 113 | 1,728 | ||
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2016 | $ 554 | $ 554 | ||||||
Shares, outstanding, ending balance at Dec. 31, 2016 | 113,876,580 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (1,626) | $ 259 | $ 203 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 1,100 | 1,174 | 1,187 |
Deferred income taxes | (116) | 103 | 107 |
Government and other legal settlements and related costs | 16 | 4 | 101 |
Stock-based compensation expense | 46 | 59 | 54 |
Loss on sale, net | 4 | ||
Impairment of hospitals sold or held for sale | 8 | 5 | 50 |
Impairment and (gain) loss on sale of business, net | 1,919 | 68 | 41 |
Loss from early extinguishment of debt | 30 | 16 | 73 |
Gain on sale of investments in unconsolidated affiliates | (94) | ||
Other non-cash expenses, net | 31 | 47 | 13 |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | |||
Patient accounts receivable | (96) | (219) | (306) |
Supplies, prepaid expenses and other current assets | 25 | (68) | 28 |
Accounts payable, accrued liabilities and income taxes | (137) | (478) | 147 |
Other | 31 | (53) | (83) |
Net cash provided by operating activities | 1,137 | 921 | 1,615 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related equipment | (123) | (57) | (3,091) |
Purchases of property and equipment | (744) | (953) | (853) |
Proceeds from disposition of hospitals and other ancillary operations | 143 | 155 | 88 |
Proceeds from sale of property and equipment | 15 | 15 | 50 |
Purchases of available-for-sale securities | (505) | (162) | (263) |
Proceeds from sales of available-for-sale securities | 464 | 156 | 229 |
Proceeds from sale of investments in unconsolidated affiliates | 403 | ||
Distribution from Quorum Health Corporation | 1,219 | ||
Increase in other investments | (242) | (205) | (511) |
Net cash provided by (used in) investing activities | 630 | (1,051) | (4,351) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 25 | 65 | |
Repurchase of restricted stock shares for payroll tax withholding requirements | (6) | (20) | (11) |
Stock buy-back | (159) | (9) | |
Deferred financing costs and other debt-related costs | (26) | (30) | (276) |
Proceeds from noncontrolling investors in joint ventures | 47 | 10 | |
Redemption of noncontrolling investments in joint ventures | (19) | (36) | (158) |
Distributions to noncontrolling investors in joint ventures | (92) | (100) | (104) |
Proceeds from sale-lease back | 159 | ||
Borrowings under credit agreements | 4,879 | 4,922 | 9,131 |
Issuance of long-term debt | 4,000 | ||
Proceeds from receivables facility | 107 | 206 | 204 |
Repayments of long-term indebtedness | (6,715) | (5,050) | (9,980) |
Net cash (used in) provided by financing activities | (1,713) | (195) | 2,872 |
Net change in cash and cash equivalents | 54 | (325) | 136 |
Cash and cash equivalents at beginning of period | 184 | 509 | 373 |
Cash and cash equivalents at end of period | 238 | 184 | 509 |
Supplemental disclosure of cash flow information: | |||
Interest payments | (930) | (925) | (831) |
Income tax refunds (payments), net | $ 16 | $ (12) | $ 180 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 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 Business. Community Health Systems, Inc. is a holding company and operates no business in its own name. On a consolidated basis, Community Health Systems, Inc. and its subsidiaries (collectively the “Company”) own, lease and operate general acute care hospitals in communities across the country. As of December 31, 2016, the Company owned or leased 155 hospitals, included in continuing operations, including three stand-alone rehabilitation or psychiatric hospitals, licensed for 26,222 beds in 21 states. Throughout these notes to the consolidated financial statements, Community Health Systems, Inc. (the “Parent”) and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly-traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated, and management services provided, by distinct and indirect subsidiaries of Community Health Systems, Inc. The results of Health Management Associates, Inc. (“HMA”) are included from January 27, 2014, the date of the HMA merger. As of December 31, 2016, Florida, Texas, Pennsylvania and Indiana represent the only areas of significant geographic concentration. Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), generated by the Company’s hospitals in Florida, as a percentage of consolidated operating revenues, were 14.1% in 2016, 13.6% in 2015 and 13.0% in 2014. Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), generated by the Company’s hospitals in Texas, as a percentage of consolidated operating revenues, were 11.4% in 2016, 11.1% in 2015 and 10.9% in 2014. Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), generated by the Company’s hospitals in Pennsylvania, as a percentage of consolidated operating revenues, were 11.2% in 2016, 10.6% in 2015 and 11.1% in 2014. Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), generated by the Company’s hospitals in Indiana, as a percentage of consolidated operating revenues, were 8.6% in 2016, 7.3% in 2015 and 7.6% in 2014. Use of Estimates . The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Principles of Consolidation . The consolidated financial statements include the accounts of the Parent, its subsidiaries, all of which are controlled by the Parent through majority voting control, and variable interest entities for which the Company is the primary beneficiary. All intercompany accounts, profits and transactions have been eliminated. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity to distinguish between the interests of the Parent and the interests of the noncontrolling owners. Revenues, expenses and income from continuing operations from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of (loss) income, along with a net income measure that separately presents the amounts attributable to the controlling interests and the amounts attributable to the noncontrolling interests for each of the periods presented. 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 consolidated balance sheets. 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 and Naples, Florida office (which was the headquarters of HMA prior to the closing of the HMA merger), which collectively were $197 million, $266 million and $281 million for the years ended December 31, 2016, 2015 and 2014, respectively. Included in these corporate office costs is stock-based compensation of $46 million, $59 million and $54 million for the years ended December 31, 2016, 2015 and 2014, respectively. Cash Equivalents . The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. Supplies. Supplies, principally medical supplies, are stated at the lower of cost (first-in, first-out basis) or market. Marketable Securities. The Company’s marketable securities are classified as trading or available-for-sale. Available-for-sale securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ equity. Trading securities are reported at fair value with unrealized gains and losses included in earnings. Other comprehensive (loss) income, net of tax, included an unrealized loss of $11 million and $5 million during the years ended December 31, 2016 and 2015, respectively, and an unrealized gain of less than $1 million during the year ended December 31, 2014, related to these available-for-sale securities. Property and Equipment . Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the land and improvements ( 3 to 20 years), buildings and improvements ( 5 to 40 years) and equipment and fixtures ( 3 to 18 years). Costs capitalized as construction in progress were $227 million and $267 million at December 31, 2016 and 2015, respectively. Expenditures for renovations and other significant improvements are capitalized; however, maintenance and repairs which do not improve or extend the useful lives of the respective assets are charged to operations as incurred. Interest capitalized related to construction in progress was $9 million, $16 million and $10 million for the years ended December 31, 2016, 2015 and 2014, respectively. Purchases of property and equipment and internal-use software accrued in accounts payable and not yet paid were $115 million and $173 million at December 31, 2016 and 2015, respectively. The Company also leases certain facilities and equipment under capital leases (see Note 10). Such assets are amortized on a straight-line basis over the lesser of the term of the lease or the remaining useful lives of the applicable assets. During the year ended December 31, 2016, the Company had non-cash investing activity of $17 million related to certain facility and equipment additions that were financed through capital leases and other debt. Goodwill. Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill arising from business combinations is not amortized. Goodwill is required to be evaluated for impairment at the same time every year and when an event occurs or circumstances change such that it is more likely than not that impairment may exist. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. As further discussed in Note 5, the Company recorded an impairment charge of $1.395 billion during the year ended December 31, 2016, based on an interim impairment evaluation performed during the second quarter of 2016. Other Assets. Other assets consist of the insurance recovery receivable from excess insurance carriers related to the Company’s self-insured malpractice general liability and workers’ compensation insurance liability; costs to recruit physicians to the Company’s markets, which are deferred and expensed over the term of the respective physician recruitment contract, generally three years, and included in amortization expense; and capitalized internal-use software costs, which are expensed over the expected useful life, which is generally three years for routine software and eight to ten years for major software projects, and included in amortization expense. Third-Party Reimbursement . Net patient service revenue is reported at the estimated net realizable amount from patients, third-party payors and others for services rendered. Operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems, provisions of cost-reimbursement and other payment methods. Approximately 34.4% , 35.3% and 35.5% of operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), for the years ended December 31, 2016, 2015 and 2014, respectively, are related to services rendered to patients covered by the Medicare and Medicaid programs. Revenues from Medicare outlier payments are included in the amounts received from Medicare and were approximately 0.38% , 0.28% and 0.41% of operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), for the years ended December 31, 2016, 2015 and 2014, respectively. In addition, the Company is reimbursed by non-governmental payors using a variety of payment methodologies. Amounts received by the Company for treatment of patients covered by such programs are generally less than the standard billing rates. The differences between the estimated program reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenues to arrive at operating revenues (net of contractual allowances and discounts). These net operating revenues are an estimate of the net realizable amount due from these payors. The process of estimating contractual allowances requires the Company to estimate the amount expected to be received based on payor contract provisions. The key assumption in this process is the estimated contractual reimbursement percentage, which is based on payor classification and historical paid claims data. Due to the complexities involved in these estimates, actual payments the Company receives could be different from the amounts it estimates and records. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. Adjustments to previous program reimbursement estimates are accounted for as contractual allowance adjustments and reported in the periods that such adjustments become known. Amounts due to third-party payors were $99 million and $112 million as of December 31, 2016 and 2015, respectively, and are included in accrued liabilities-other in the accompanying consolidated balance sheets. Amounts due from third-party payors were $186 million and $213 million as of December 31, 2016 and 2015, respectively, and are included in other current assets in the accompanying consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2012. Net Operating Revenues . Net operating revenues are recorded net of provisions for contractual allowance of approximately $98.2 billion, $95.3 billion and $84.4 billion for the years ended December 31, 2016, 2015 and 2014, respectively. Net operating revenues are recognized when services are provided and are reported at the estimated net realizable amount from patients, third-party payors and others for services rendered. Also included in the provision for contractual allowance shown above is the value of administrative and other discounts provided to self-pay patients eliminated from net operating revenues which was $3.2 billion, $3.0 billion and $2.8 billion for the years ended December 31, 2016, 2015 and 2014, respectively. In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues or in the provision for bad debts, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. Included in the provision for contractual allowance shown above is $487 million, $453 million and $550 million for the years ended December 31, 2016, 2015 and 2014, respectively, representing the value (at the Company’s standard charges) of these charity care services that are excluded from net operating revenues. The estimated cost incurred by the Company to provide these charity care services to patients who are unable to pay was approximately $64 million, $64 million and $84 million for the years ended December 31, 2016, 2015 and 2014, respectively. The estimated cost of these charity care services was determined using a ratio of cost to gross charges and applying that ratio to the gross charges associated with providing care to charity patients for the period. Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid patients. These programs are designed with input from Centers for Medicare and Medicaid Services and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Similar programs are also being considered by other states. After these supplemental programs are signed into law, the Company recognizes revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and fees, taxes or other program-related costs are reflected in other operating expenses. Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), recognized during the years ended December 31, 2016, 2015 and 2014, were as follows (in millions): Year Ended December 31, 2016 2015 2014 Medicare $ 5,089 $ 5,439 $ 5,327 Medicaid 2,234 2,532 2,332 Managed Care and other third-party payors 11,354 11,816 11,109 Self-pay 2,598 2,777 2,793 Total $ 21,275 $ 22,564 $ 21,561 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. During the fourth quarter of 2015, the Company recorded $169 million of additional provision for bad debts and a corresponding increase to the allowance for doubtful accounts. The additional amount was the result of new information obtained since the end of the third quarter of 2015 related to the deterioration in the overall collectability of self-pay accounts receivable. As a result, the Company refined its estimate of the allowance for doubtful accounts and the additional amount was recorded as a change in estimate for the year ended December 31, 2015. 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 $70 million, $160 million and $259 million for the years ended December 31, 2016, 2015 and 2014, 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 consolidated statements of (loss) income. The Company received cash related to the incentive reimbursement for HITECH incentives of approximately $123 million, $75 million and $253 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company recorded no deferred revenue in connection with the receipt of these cash payments at either December 31, 2016 or 2015 . Physician Income Guarantees . The Company enters into physician recruiting agreements under which it supplements physician income to a minimum amount over a period of time, typically one year, while the physicians establish themselves in the community. As part of the agreements, the physicians are committed to practice in the community for a period of time, typically three years, which extends beyond their income guarantee period. The Company records an asset and liability for the estimated fair value of minimum revenue guarantees on new agreements. Adjustments to the ultimate value of the guarantee paid to physicians are recognized in the period that the change in estimate is identified. The Company amortizes an asset over the life of the agreement. As of December 31, 2016 and 2015, the unamortized portion of these physician income guarantees was $37 million and $47 million, respectively. Concentrations of Credit Risk . The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements. Because of the economic diversity of the Company’s facilities and non-governmental third-party payors, Medicare represents the only significant concentration of credit risk from payors. Accounts receivable, net of contractual allowances, from Medicare was $402 million and $453 million at December 31, 2016 and 2015, respectively, representing 6% of consolidated net accounts receivable, before allowance for doubtful accounts, for each of the years ended December 31, 2016 and 2015. Accounting for the Impairment or Disposal of Long-Lived Assets. During the year ended December 31, 2016, the Company recorded a total impairment charge of $326 million to reduce the carrying value of certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Additionally, the Company recorded an impairment charge of approximately $270 million for several underperforming hospitals to their estimated fair value. The impairment charge for the year ended December 31, 2016 also included approximately $19 million recorded on the sale or closure of certain of the Company’s hospitals during the year based on the remaining net book value of the assets at the date of disposal. In total, the Company recorded impairment charges of approximately $615 million on its long-lived assets other than the impairment charge taken on the hospital reporting unit goodwill that is further discussed in Note 5. Included in the carrying value of the hospital disposal groups is an allocation of approximately $365 million of goodwill allocated from the hospital reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. During the year ended December 31, 2015, the Company recorded a pretax impairment charge of approximately $68 million related to the write-off of approximately $6 million of allocated reporting unit goodwill for Payson Regional Medical Center and $62 million for the impairment of certain long-lived assets for several smaller hospitals to their estimated fair value. During the year ended December 31, 2014, the Company recorded a pretax impairment charge of $17 million to reduce the carrying value of certain long-lived assets at three of its smaller hospitals to their estimated fair value. The impairments for 2016, 2015 and 2014 were identified because of declining operating results and projections of future cash flows at these hospitals caused by competitive and operational challenges specific to the markets in which these hospitals operate. Income Taxes. The Company accounts for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statement of (loss) income during the period in which the tax rate change becomes law. Comprehensive (Loss) Income . Comprehensive (loss) income is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Segment Reporting . A public company is required to report annual and interim financial and descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet the criteria established by U.S. GAAP. The Company operated in two distinct operating segments during 2016, represented by the hospital operations (which includes the Company’s acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services) and the home care agencies operations (which provide in-home outpatient care). U.S. GAAP requires (1) that financial information be disclosed for operating segments that meet a 10% quantitative threshold of the consolidated totals of net revenue, profit or loss, or total assets; and (2) that the individual reportable segments disclosed contribute at least 75% of total consolidated net revenue. Based on these measures, only the hospital operations segment meets the criteria as a separate reportable segment. Financial information for the home care agencies segment does not meet the quantitative thresholds and is therefore combined with corporate into the all other reportable segment. Additionally, as discussed in Note 3, on December 31, 2016, the Company sold 80% of its ownership interest in the home care segment. Derivative Instruments and Hedging Activities . The Company records derivative instruments on the consolidated balance sheet as either an asset or liability measured at its fair value. Changes in a derivative’s fair value are recorded each period in earnings or other comprehensive income (“OCI”), depending on whether the derivative is designated and is effective as a hedged transaction, and on the type of hedge transaction. Changes in the fair value of derivative instruments recorded to OCI are reclassified to earnings in the period affected by the underlying hedged item. Any portion of the fair value of a derivative instrument determined to be ineffective under the standard is recognized in current earnings. The Company has entered into several interest rate swap agreements. See Note 8 for further discussion about the swap transactions. New Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. This ASU provides companies the option of applying a full or modified retrospective approach upon adoption. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company expects to adopt this ASU on January 1, 2018 and is currently developing 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. An implementation group for this ASU has been established with an implementation plan to transition to the new standard and determine its impact during 2017. Additionally, the Company plans to elect to apply the full retrospective approach upon adoption. 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 as |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 12 Months Ended |
Dec. 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. Amended and Restated 2009 Stock Option and Award Plan, which was amended and restated as of March 16, 2016 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 17, 2016 (the “2009 Plan”). The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the “IRC”), as well as stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Prior to being amended in 2009, the 2000 Plan also allowed for the grant of phantom stock. Persons eligible to receive grants under the 2000 Plan include the Company’s directors, officers, employees and consultants. All options granted under the 2000 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date . Options granted prior to 2005 have a 10 -year contractual term, options granted in 2005 through 2007 have an eight -year contractual term and options granted in 2008 through 2011 have a 10 -year contractual term. The Company has not granted stock option awards under the 2000 Plan since 2011. Pursuant to the amendment and restatement of the 2000 Plan dated March 20, 2013, no further grants will be awarded under the 2000 Plan. The 2009 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the IRC and for the grant of stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Persons eligible to receive grants under the 2009 Plan include the Company’s directors, officers, employees and consultants. To date, all options granted under the 2009 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date . Options granted in 2011 or later have a 10 -year contractual term. The amendment and restatement of the 2009 Plan, as approved by the Company’s stockholders at the 2016 Annual Meeting, increased the number of shares of common stock available for grant under the 2009 Plan by an additional 5,000,000 shares. As of December 31, 2016, 5,960,188 shares of unissued common stock were reserved for future grants under the 2009 Plan. The exercise price of all options granted under the 2000 Plan and the 2009 Plan has been equal to the fair value of the Company’s common stock on the option grant date. The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions): Year Ended December 31, 2016 2015 2014 Effect on (loss) income from continuing operations before income taxes $ (46) $ (59) $ (54) Effect on net (loss) income $ (27) $ (35) $ (34) At December 31, 2016, $32 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 19 months. There is no expense to be recognized related to stock options. There were no modifications to awards during the years ended December 31, 2016 and 2015, other than those required by the Employee Matters Agreement (“EMA”) entered into as part of the spinoff of Quorum Health Corporation (“QHC”), as further discussed below. Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of December 31, 2016, and changes during each of the years in the three-year period prior to December 31, 2016, were as follows (in millions, except share and per share data): Weighted- Aggregate Average Intrinsic Weighted- Remaining Value as of Average Contractual December 31, Shares Exercise Price Term 2016 Outstanding at December 31, 2013 3,737,545 $ 34.88 Granted - - Exercised (1,768,473) 37.06 Forfeited and cancelled (15,345) 29.92 Outstanding at December 31, 2014 1,953,727 32.94 Granted - - Exercised (711,568) 35.15 Forfeited and cancelled (10,001) 34.96 Outstanding at December 31, 2015 1,232,158 31.65 Granted - - Exercised - - Forfeited and cancelled (46,838) 27.44 Outstanding at December 31, 2016 1,185,320 $ 28.12 3.0 years $ - Exercisable at December 31, 2016 1,185,320 $ 28.12 3.0 years $ - The weighted-average exercise prices in the table above for periods prior to the April 29, 2016 spin-off of QHC reflect the historical prices at those dates. No stock options were granted during the years ended December 31, 2016, 2015 and 2014. The aggregate intrinsic value (calculated as the number of in-the-money stock options multiplied by the difference between the Company’s closing stock price on the last trading day of the reporting period ( $5.59 ) 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 December 31, 2016. This amount changes based on the market value of the Company’s common stock. There were no options exercised during the year ended December 31, 2016. The aggregate intrinsic value of options exercised during the years ended December 31, 2015 and 2014 was $9 million and $22 million, respectively. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options. In accordance with the terms of the EMA, on April 29, 2016, the exercise prices of all stock options outstanding as of that date were modified to reflect the reduction in the Company’s stock price that occurred as a result of the distribution of QHC to the Company’s stockholders in order to maintain a consistent intrinsic value before and following the QHC distribution. There were no other modifications to the term or number of the outstanding options. The Company evaluated the fair value of the stock options immediately before and after the exercise price modification, and concluded that no incremental stock compensation expense should be recorded. 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. On April 29, 2016, the Company cancelled 106,005 restricted stock awards from the March 1, 2016 grant that were held by former employees whose employment with the Company terminated as the result of commencing employment with QHC in connection with the spin-off. This cancellation did not include the issuance of replacement awards by the Company. As a result, the Company recorded approximately $2 million of compensation expense related to the unrecognized stock compensation expense for those awards at the cancellation date. This expense is recorded as part of the costs related to the spin-off of QHC presented in other operating expenses on the accompanying consolidated statement of (loss) income for the year ended December 31, 2016. Restricted stock outstanding under the 2000 Plan and the 2009 Plan as of December 31, 2016, and changes during each of the years in the three-year period prior to December 31, 2016, were as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2013 1,607,489 $ 35.13 Granted 2,011,000 41.35 Vested (846,818) 34.60 Forfeited (11,032) 37.37 Unvested at December 31, 2014 2,760,639 39.82 Granted 1,254,500 47.69 Vested (1,156,226) 37.61 Forfeited (13,334) 41.32 Unvested at December 31, 2015 2,845,579 44.18 Granted 1,611,049 14.11 Vested (1,343,003) 43.39 Forfeited (144,340) 19.99 Unvested at December 31, 2016 2,969,285 29.39 Restricted stock units (“RSUs”) have been granted to the Company’s outside directors under the 2000 Plan and the 2009 Plan. On March 1, 2014, each of the Company’s outside directors received a grant under the 2009 Plan of 3,614 RSUs. 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 . The 2014 grants had a grant date fair value of approximately $150,000 . Vesting of these RSUs occurs in one-third increments on each of the first three anniversaries of the award date . In connection with the spin-off of QHC, holders of outstanding RSUs were credited with a total of 22,021 incremental RSUs at a ratio calculated to maintain a consistent intrinsic value before and following the QHC distribution. There were no other changes to the awards and the incremental RSUs will vest in accordance with the initial vesting period of the corresponding original award. RSUs outstanding under the 2000 Plan and the 2009 Plan as of December 31, 2016, and changes during each of the years in the three-year period prior to December 31, 2016, were as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2013 55,536 $ 31.33 Granted 21,684 41.51 Vested (27,858) 30.87 Forfeited - - Unvested at December 31, 2014 49,362 36.07 Granted 21,024 47.70 Vested (27,708) 31.76 Forfeited - - Unvested at December 31, 2015 42,678 44.59 Granted 99,140 16.90 Vested (21,432) 43.87 Forfeited - - Unvested at December 31, 2016 120,386 22.06 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions And Divestitures [Abstract] | |
Acquisitions and Divestitures Disclosure | 3. ACQUISITIONS AND DIVESTITURES Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded as of the date of acquisition. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. Excluding acquisition and integration expenses related to the 2014 acquisition of HMA, approximately $5 million, $8 million and $13 million of acquisition costs related to prospective and closed acquisitions were expensed during the years ended December 31, 2016, 2015 and 2014, respectively, are included in other operating expenses on the consolidated statements of (loss) income. Approximate ly $1 million and $69 million of acquisition and related integration expense related to the HMA acquisition were recognized during the years ended December 31, 2015 and 2014, respectively. On April 1, 2016 , one or more subsidiaries of the Company completed the acquisition of an 80% interest in Physicians’ Specialty Hospital ( 20 licensed beds), a Medicare-certified specialty surgical hospital in Fayetteville, Arkansas. The total cash consideration paid for the 80% ownership interest in this joint venture was approximately $12 million, with additional consideration of $2 million assumed in liabilities, for a total consideration of $14 million. The value of the noncontrolling interest at acquisition was $2 million. Based upon the Company’s final purchase price allocation relating to this acquisition as of December 31, 2016, approximately $12 million of goodwill has been recorded. On March 1, 2016 , one or more subsidiaries of the Company completed the acquisition of an 80 % ownership interest in a joint venture entity with Indiana University Health that includes substantially all of the assets of IU Health La Porte Hospital (“La Porte”) in La Porte, Indiana ( 227 licensed beds) and IU Health Starke Hospital (“Starke”) in Knox, Indiana ( 50 licensed beds), and affiliated outpatient centers and physician practices. The total cash consideration paid for the 80% ownership interest in this joint venture was approximately $96 million with additional consideration of $8 million assumed in liabilities, for a total consideration of $104 million. The value of the noncontrolling interest at acquisition was $25 million. Based upon the Company’s final purchase price allocation relating to this acquisition as of December 31, 2016, approximately $45 million of goodwill has been recorded. Effective November 1, 2014 , the Company entered into and closed on a restructuring agreement related to the joint venture between an affiliate of the Company and an affiliate of Novant Health, Inc. (“Novant”), the non-profit joint venture partner. Through this joint venture, Novant owned an indirect noncontrolling interest in Lake Norman Regional Medical Center (“Lake Norman”), one of the former HMA hospitals. The HMA merger triggered a change in control provision in the operating agreement of this joint venture, requiring the Company to purchase the 30% noncontrolling interest in Lake Norman held by Novant for the higher of fair value or $150 million. As part of the restructuring agreement, on November 3, 2014, the Company paid Novant (1) $150 million for its 30% noncontrolling interest in Lake Norman, (2) approximately $4 million to acquire Upstate Carolina Medical Center ( 125 licensed beds) in Gaffney, South Carolina, and (3) approximately $5 million to settle prior claims with Novant. The amounts paid to Novant to acquire the noncontrolling interest in Lake Norman and to settle prior claims were recognized as part of the opening balance sheet in the purchase accounting for HMA. Based upon the Company’s final purchase price allocation relating to this acquisition as of December 31, 2015, no goodwill has been recorded related to the acquisition of Upstate Carolina Medical Center. On October 1, 2014 , one or more subsidiaries of the Company completed the acquisition of Natchez Regional Medical Center ( 179 licensed beds) in Natchez, Mississippi. The total cash consideration paid at closing for long-lived assets was $10 million. As part of the closing, the Company also paid $8 million as a prepayment for future property taxes that will be applied to the tax liability for the next 17 years. Based upon the Company’s final purchase price allocation relating to this acquisition as of December 31, 2015, no goodwill has been recorded. Effective April 1, 2014 , one or more subsidiaries of the Company completed the acquisition of Sharon Regional Health System in Sharon, Pennsylvania. This healthcare system includes Sharon Regional ( 258 licensed beds) and other outpatient and ancillary services. The total cash consideration paid for long-lived assets and working capital was approximately $67 million and $1 million, respectively, with additional consideration of $9 million assumed in liabilities, for a total consideration of $77 million. Based upon the Company’s final purchase price allocation relating to this acquisition as of December 31, 2015, approximately $8 million of goodwill has been recorded. Effective April 1, 2014 , one or more subsidiaries of the Company completed the acquisition of a 95% interest in Munroe Regional Medical Center ( 421 licensed beds) in Ocala, Florida and its other outpatient and ancillary services through a joint venture arrangement with an affiliate of a regional not-for-profit healthcare system, which acquired the remaining 5% interest. The total cash consideration paid for long-lived assets plus prepaid rent on the leased property and working capital was approximately $192 million and $4 million, respectively, with additional consideration of $11 million assumed in liabilities, for a total consideration of $207 million. The value of the noncontrolling interest at acquisition was $10 million. Based upon the Company’s final purchase price allocation relating to this acquisition as of December 31, 2015, approximately $11 million of goodwill has been recorded. The table below summarizes the allocations of the purchase price (including assumed liabilities) for the above hospital acquisition transactions (excluding HMA) in 2016 and 2014 (in millions) and reflects the fact that there were no hospital acquisitions in 2015: 2016 2015 2014 Current assets $ 7 N/A $ 29 Property and equipment 69 N/A 257 Goodwill 57 N/A 19 Intangible assets 10 N/A - Other long-term assets 3 N/A 28 Liabilities (10) N/A (46) Noncontrolling interests (28) N/A (10) Total identifiable net assets $ 108 N/A $ 277 The operating results of the foregoing transactions have been included in the accompanying consolidated statements of (loss) income from their respective dates of acquisition, including net operating revenues of $214 million for the year ended December 31, 2016, from hospital acquisitions that closed during that year. HMA Merger On January 27, 2014 , the Company completed the HMA merger by acquiring all the outstanding shares of HMA’s common stock for approximately $7.3 billion, including the assumption of approximately $3.8 billion of existing indebtedness, for consideration for each share of HMA’s common stock consisting of $10.50 in cash, 0.06942 of a share of the Company’s common stock, and one contingent value right (“CVR”). The CVR entitles the holder to receive a cash payment of up to $1.00 per CVR (subject to downward adjustment but not below zero), subject to the final resolution of certain legal matters pertaining to HMA, as defined in the CVR agreement. At the time of the completion of the HMA merger, HMA owned and operated 71 hospitals in 15 states in non-urban communities located primarily in the southeastern United States. In connection with the HMA merger, the Company and CHS/Community Health Systems, Inc. (“CHS”) entered into a third amendment and restatement of its credit facility, providing for additional financing and recapitalization of certain of the Company’s term loans. In addition, the Company and CHS also issued in connection with the HMA merger: (i) $1.0 billion aggregate principal amount of 5.125% Senior Secured Notes due 2021 and (ii) $3.0 billion aggregate principal amount of 6.875% Senior Notes due 2022. The total consideration of the HMA merger has been allocated to the assets acquired and liabilities assumed based upon their respective fair values, resulting in approximately $4.5 billion of goodwill resulting from the final purchase price allocation at December 31, 2014. The purchase price represented a premium over the fair value of the net tangible and identifiable intangible assets acquired for reasons such as: · the expansion of the number of markets in which the Company operates in existing states; · the extension and strengthening of the Company’s hospital and physician networks; · the centralization of many support functions; and · the elimination of duplicate corporate functions. The table below summarizes the calculation of consideration paid and allocations of the purchase price (including assumed liabilities and long-term debt assumed and repaid at closing) for the HMA merger (in millions): Cash paid $ 2,778 Shares issued 736 Contingent value right 17 Total consideration $ 3,531 Current assets $ 1,519 Property and equipment 2,895 Goodwill 4,494 Intangible assets 112 Other long-term assets 508 Liabilities (5,662) Noncontrolling interests (335) Total identifiable net assets $ 3,531 The allocation process requires the analysis of acquired fixed assets, contracts, contractual commitments, and legal contingencies to identify and record the fair value of all assets acquired and liabilities assumed. All goodwill related to HMA is recorded in the hospital operations reporting unit. Net operating revenues and income from continuing operations before income taxes and allocation of both interest and corporate overhead from hospitals acquired from HMA from the date of acquisition through December 31, 2014 was approximately $5.3 billion and $564 million, respectively. Other Acquisitions During the years ended December 31, 2016, 2015 and 2014, one or more subsidiaries of the Company paid approximately $16 million, $51 million and $29 million, respectively, 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 year ended December 31, 2016, the Company allocated approximately $8 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $14 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 $6 million. During 2015, the Company allocated approximately $19 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $39 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. The value of noncontrolling interest acquired in these acquisitions was $7 million. During 2014, the Company allocated approximately $15 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $14 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. Divestitures In April 2014, FASB issued ASU 2014-08, which changes the requirements for reporting discontinued operations. A discontinued operation is a disposal that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Additional disclosures are required for significant components of the entity that are disposed of or are held for sale but do not qualify as discontinued operations. This ASU was adopted on January 1, 2015 and is required to be applied on a prospective basis for disposals or components initially classified as held for sale after adoption. As a result, the following divestitures occurring subsequent to the date of adoption are included in continuing operations for the years ended December 31, 2016 and 2015. Additionally, the impact of the hospitals and other assets spun off to QHC are discussed in Note 4 below. On December 31, 2016 , one or more subsidiaries of the Company sold an 80% majority ownership interest in the home care division to a subsidiary of Almost Family, Inc. for $128 million. In connection with the divestiture of a controlling interest in the home care division, the Company recorded a gain of approximately $91 million during the year ended December 31, 2016. Effective September 3, 2016 , one or more subsidiaries of the Company finalized an agreement to terminate the lease and cease operations of Alliance Health Blackwell ( 53 licensed beds) in Blackwell, Oklahoma, agreeing to terminate the lease with the landlord, The Blackwell Hospital Trust Authority. Income from continuing operations for the year ended December 31, 2016 includes an impairment charge of approximately $3 million related to the write-off of certain intangible assets abandoned as part of exiting the lease to operate this hospital. Effective February 1, 2016 , one or more subsidiaries of the Company sold Lehigh Regional Medical Center ( 88 licensed beds) in Lehigh Acres, Florida, (“Lehigh”) and related outpatient services to Prime Healthcare Services, Inc. (“Prime”) for approximately $11 million in cash. In connection with the divestiture of Lehigh, the Company recorded an impairment charge of approximately $4 million related to the allocated hospital reporting unit goodwill in 2016. Effective January 1, 2016 , one or more subsidiaries of the Company sold Bartow Regional Medical Center ( 72 licensed beds) in Bartow, Florida, (“Bartow”) and related outpatient services to BayCare Health Systems, Inc. for approximately $60 million in cash, which was received at a preliminary closing on December 31, 2015. In connection with the divestiture of Bartow, the Company recorded an impairment charge of approximately $5 million related to the allocated hospital reporting unit goodwill in 2016. 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. 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. On November 3, 2014 , one or more subsidiaries of the Company sold Special Care Hospital ( 67 licensed beds) located in Nanticoke, Pennsylvania, which is a long-term acute care hospital, to Post Acute Medical, LLC for approximately $3 million in cash. During the year ended December 31, 201 4, the Company made the decision to sell and began actively marketing several smaller hospitals. 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 hospitals and the sale of the seven hospitals (excluding Payson) noted above during 2015, the Company has classified the results of operations of such hospitals as discontinued operations in the accompanying consolidated statements of (loss) income, and classified these hospitals as held for sale in the accompanying consolidated balance sheets. Net operating revenues and loss from discontinued operations for the respective periods are as follows (in millions): Year Ended December 31, 2016 2015 2014 Net operating revenues $ 99 $ 114 $ 426 Loss from operations of entities sold or held for sale before income taxes (11) (42) (11) Impairment of hospitals sold or held for sale (12) (8) (71) Loss on sale, net - (6) - Loss from discontinued operations, before taxes (23) (56) (82) Income tax benefit (8) (20) (25) Loss from discontinued operations, net of taxes $ (15) $ (36) $ (57) 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. The Company recorded an impairment charge of approximately $7 million during the three months ended March 31, 2016, to adjust the fair value of the supplies inventory and long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value and future utilization . McNairy Regional Hospital closed on May 19, 2016. No additional impairment was recorded during the year ended December 31, 2016. |
Spin-Off of Quorum Health Corpo
Spin-Off of Quorum Health Corporation | 12 Months Ended |
Dec. 31, 2016 | |
Spin-Off of Quorum Health Corporation [Abstract] | |
Spin-Off of Quorum Health Corporation Disclosure | 4. SPIN-OFF OF QUORUM HEALTH CORPORATION On April 29, 2016, the Company completed the spin-off of 38 hospitals and Quorum Health Resources, LLC into Quorum Health Corporation, an independent, publicly traded corporation. The transaction was structured to be generally tax free to the Company and its stockholders. The Company distributed, on a pro rata basis, all of the shares of QHC common stock to the Company’s stockholders of record as of April 22, 2016. These stockholders of record as of April 22, 2016 received a distribution of one share of QHC common stock for every four shares of Company common stock held as of the record date plus cash in lieu of any fractional shares. In recognition of the spin-off, the Company recorded a non-cash dividend of approximately $713 million during the year ended December 31, 2016, representing the net assets of QHC distributed to the Company’s stockholders. Immediately following the completion of the spin-off, the Company’s stockholders owned 100% of the outstanding shares of QHC common stock. Following the spin-off, QHC became an independent public company with its common stock listed for trading under the symbol “QHC” on the New York Stock Exchange. In connection with the spin-off, the Company and QHC entered into a separation and distribution agreement as well as certain ancillary agreements on April 29, 2016. These agreements allocate between the Company and QHC the various assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) that comprise the separate companies and govern certain relationships between, and activities of, the Company and QHC for a period of time after the spin-off. The results of operations for QHC through the date of the spin-off are presented in continuing operations in the consolidated statements of (loss) income as the Company has determined that the spin-off of QHC does not meet the criteria as discontinued operations under ASU 2014-08. Financial and statistical data reported in this Annual Report on Form 10-K (“Form 10-K”) include QHC operating results through April 29, 2016. Summary financial results of QHC for the periods included in the accompanying consolidated statements of (loss) income are as follows: Year Ended December 31, 2016 2015 2014 (Loss) income from operations before income taxes $ (12) $ 21 $ 14 Less: Income attributable to noncontrolling interests 1 3 - (Loss) income from operations before income taxes attributable to Community Health Systems, Inc. $ (13) $ 18 $ 14 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets Disclosure | 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows (in millions): Year Ended December 31, 2016 2015 Balance, beginning of year $ 8,965 $ 8,951 Goodwill acquired as part of acquisitions during current year 71 39 Consideration and purchase price allocation adjustments for prior year’s acquisitions and other adjustments - 11 Goodwill allocated to QHC in the spin-off (709) - Goodwill in the home care operations reporting unit included in the sale of a majority interest in the home care division (46) - Goodwill allocated to hospitals held for sale (365) (36) Impairment of goodwill (1,395) - Balance, end of year $ 6,521 $ 8,965 Goodwill is allocated to each identified reporting unit, which is defined as an operating segment or one level below the operating segment (referred to as a component of the entity). Management has determined that the Company’s operating segments meet the criteria to be classified as reporting units. During the year ended December 31, 2016, the Company allocated approximately $709 million of goodwill to the spin-off of QHC, including approximately $33 million of goodwill related to the former management services reporting unit and approximately $676 million of goodwill allocated from the hospital operations reporting unit based on the relative fair value of the hospitals that were included in the QHC distribution. Additionally, the Company allocated approximately $46 million of goodwill related to the sale of the home care operations reporting unit on December 31, 2016. At December 31, 2016, after giving effect to the disposition of QHC, the sale of an 80% majority ownership interest in the Company’s home care division and the $1.395 billion impairment charge discussed below, the Company had approximately $6.5 billion of goodwill recorded, all of which resides at its hospital operations reporting unit. Goodwill is evaluated for impairment at the same time every year and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. There is a two-step method for determining goodwill impairment. Step one is to compare the fair value of the reporting unit with the unit’s carrying amount, including goodwill. If this test indicates the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit’s goodwill utilizing a hypothetical purchase price allocation with the carrying value of the reporting unit’s goodwill. The Company performed its last annual goodwill evaluation during the fourth quarter of 2016. No impairment was indicated by this evaluation. The next annual goodwill evaluation will be performed during the fourth quarter of 2017, or sooner if the Company identifies certain indicators of impairment. While no impairment was indicated by the fourth quarter of 2016 evaluation, the reduction in the Company’s fair value and the resulting goodwill impairment charge recorded during 2016 reduced the excess of fair value calculated in the step two analysis over the carrying value of the Company’s hospital operations reporting unit to an amount less than 1% of the Company’s carrying value. This minimal amount in the excess fair value over carrying value of the hospital operations reporting unit increases the risk that future declines in fair value could result in goodwill impairment. The determination of fair value in step one of the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock or fair value of long-term debt, estimates of future revenue and expense growth, estimated market multiples expected capital expenditures, income tax rates, and costs of invested capital. Future estimates of fair value could be adversely affected if the actual outcome of one or more of these assumptions changes materially in the future, including further decline in the Company’s stock price or fair value of long-term debt, lower than expected hospital volumes, or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future. The Company estimates the fair value of the related reporting units using both a discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium, in order to gain sufficient ownership to set policies, direct operations and control management decisions. During the three months ended June 30, 2016, the Company identified certain indicators of impairment requiring an interim goodwill impairment evaluation. Those indicators were primarily the decline in the Company’s market capitalization and fair value of long-term debt during the three months ended June 30, 2016, as well as a decrease in the estimated future earnings of the Company compared to the Company’s most recent annual evaluation. The Company performed an estimated calculation of fair value in step one of the impairment test at June 30, 2016, which indicated that the carrying value of its hospital operations reporting unit exceeded its fair value. An initial step two calculation was performed to determine the implied value of goodwill in a hypothetical purchase price allocation. The Company recorded an estimated non-cash impairment charge of $1.4 billion to goodwill at June 30, 2016 based on these analyses, and adjusted the estimated impairment charge based on the final step two valuation of $1.395 billion at September 30, 2016. The decrease in the goodwill impairment as of September 30, 2016, from the original estimate as of June 30, 2016, was primarily due to lower estimated fair values of the individual hospital property and equipment assets as compared to the assumptions used in the June 30, 2016 estimate, resulting in a higher implied goodwill amount when applied to a hypothetical purchase price allocation as required in the step two analysis. This impairment charge taken during 2016 represents the cumulative amount of impairment recorded historically on the Company’s goodwill. The determination of fair value of the Company’s hospital operations reporting unit represents a Level 3 fair value measurement in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. These impairment charges do not have an impact on the calculation of the Company’s financial covenants under the Company’s Credit Facility. Intangible Assets Approximately $10 million of intangible assets other than goodwill were acquired during the year ended December 31, 2016, primarily related to the preliminary fair value of the tradename intangible asset associated with the La Porte and Starke acquisitions. The gross carrying amount of the Company’s other intangible assets subject to amortization was $41 million and $82 million at December 31, 2016 and December 31, 2015, respectively, and the net carrying amount was $14 million and $31 million at December 31, 2016 and December 31, 2015, respectively. The carrying amount of the Company’s other intangible assets not subject to amortization was $86 million and $121 million at December 31, 2016 and December 31, 2015, respectively. Other intangible assets are included in other assets, net on the Company’s 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 six years. There are no expected residual values related to these intangible assets. Amortization expense on these intangible assets was $14 million, $15 million and $13 million during the years ended December 31, 2016, 2015 and 2014, respectively. Amortization expense on intangible assets is estimated to be $4 million in 2017, $3 million in 2018, $1 million in 2019, $1 million in 2020, $1 million in 2021 and $4 million thereafter. The gross carrying amount of capitalized software for internal use was approximatel y $1.3 billion and $1.5 billion at December 31, 2016 and December 31, 2015, respectively, and the net carrying amount was approximately $574 million and $771 million at December 31, 2016 and December 31, 2015, respectively. The estimated amortization period for capitalized internal-use software is generally three years, except for capitalized costs related to significant system conversions, which is generally eight to ten years. There is no expected residual value for capitalized internal-use software. At December 31, 2016, there was approximately $33 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 $201 million, $212 million and $260 million during the years ended December 31, 2016, 2015 and 2014, respectively. Amortization expense on capitalized internal-use software is estimated to be $176 million in 2017, $125 million in 2018, $83 million in 2019, $60 million in 2020, $48 million in 2021 and $82 million thereafter. In connection with the HMA merger, the Company further analyzed its intangible assets related to internal-use software used in certain of its hospitals for patient and clinical systems, including software required to meet criteria for meaningful use attestation and ICD-10 compliance. This analysis resulted in management reassessing its usage of certain software products and rationalizing that, with the addition of the HMA hospitals in the first quarter of 2014, those software applications were going to be discontinued and replaced with new applications that better integrate meaningful use and ICD-10 compliance, are more cost effective and can be implemented at a greater efficiency of scale over future implementations. During the year ended December 31, 2014, the Company recorded an impairment charge of approximately $24 million related to software in-process that was abandoned and the acceleration of amortization of approximately $75 million related to shortening the remaining useful life of software abandoned. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes Disclosure | 6. INCOME TAXES The (benefit from) provision for income taxes for (loss) income from continuing operations consists of the following (in millions): Year Ended December 31, 2016 2015 2014 Current: Federal $ 5 $ 7 $ (29) State 7 7 3 12 14 (26) Deferred: Federal (88) 103 106 State (28) (1) 2 (116) 102 108 Total (benefit from) provision for income taxes for (loss) income from continuing operations $ (104) $ 116 $ 82 The following table reconciles the differences between the statutory federal income tax rate and the effective tax rate (dollars in millions): Year Ended December 31, 2016 2015 2014 Amount % Amount % Amount % Provision for income taxes at statutory federal rate $ (600) 35.0 % $ 144 35.0 % $ 120 35.0 % State income taxes, net of federal income tax benefit (1) 0.1 13 3.3 11 3.2 Release of unrecognized tax benefit - - - - (9) (2.6) Net income attributable to noncontrolling interests (33) 1.9 (35) (8.6) (39) (11.5) Change in valuation allowance (1) 0.1 (2) (0.4) - - Federal and state tax credits (6) 0.3 (5) (1.2) (4) (1.2) Nondeductible transaction costs 3 (0.2) - - 3 0.9 Nondeductible goodwill 536 (31.2) - - - - Other (2) 0.1 1 0.3 - - (Benefit from) provision for income taxes and effective tax rate for (loss) income from continuing operations $ (104) 6.1 % $ 116 28.4 % $ 82 23.8 % The Company’s effective tax rates were 6.1% , 28.4% and 23.8% for the years ended December 31, 2016, 2015 and 2014, respectively. Including the net income attributable to noncontrolling interests, which is not tax effected in the consolidated statement of (loss) income, the effective tax rate for the years ended December 31, 2016, 2015 and 2014 would have been 5.7% , 37.6% and 35.5% respectively. This decrease in the Company’s effective tax rate for the year ended December 31, 2016, when compared to the year ended December 31, 2015, was primarily due to the non-deductible nature of goodwill written off for impairment and divestitures, as well as the non-deductible nature of certain costs incurred to complete the spin-off of QHC. Deferred income taxes are based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities under the provisions of the enacted tax laws. Deferred income taxes as of December 31, 2016 and 2015 consist of (in millions): December 31, 2016 2015 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 412 $ - $ 609 $ - Property and equipment - 583 - 836 Self-insurance liabilities 130 - 149 - Prepaid expenses - 61 - 62 Intangibles - 238 - 353 Investments in unconsolidated affiliates - 81 - 133 Other liabilities - 22 - 16 Long-term debt and interest - 12 - 20 Accounts receivable 70 - 21 - Accrued vacation 56 - 66 - Other comprehensive income 38 - 45 - Stock-based compensation 23 - 31 - Deferred compensation 132 - 125 - Other 125 - 117 - 986 997 1,163 1,420 Valuation allowance (385) - (336) - Total deferred income taxes $ 601 $ 997 $ 827 $ 1,420 The Company believes that the net deferred tax assets will ultimately be realized, except as noted below. Its conclusion is based on its estimate of future taxable income and the expected timing of temporary difference reversals. The Company has state net operating loss carryforwards of approximately $5.5 billion, which expire from 2017 to 2036 . The Company also has unrecognized deferred tax assets primarily related to interest expense that are included in other comprehensive income. If recognized, additional state net operating losses will be created which the Company does not expect to be able to utilize prior to the expiration of the carryforward period. A valuation allowance of approximately $4 million has been recognized for those items. With respect to the deferred tax liability pertaining to intangibles, as included above, goodwill purchased in connection with certain of the Company’s business acquisitions is amortizable for income tax reporting purposes. However, for financial reporting purposes, there is no corresponding amortization allowed with respect to such purchased goodwill. The valuation allowance increased by $49 million and $56 million during the years ended December 31, 2016 and 2015, respectively. In addition to amounts previously discussed, the change in valuation allowance relates to a redetermination of the amount of, and realizability of, net operating losses and credits in certain income tax jurisdictions. The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was approximately $9 million as of December 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 December 31, 2016. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its consolidated statements of (loss) 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 consolidated results of operations or consolidated financial position. The following is a tabular reconciliation of the total amount of unrecognized tax benefit for the years ended December 31, 2016, 2015 and 2014 (in millions): Year Ended December 31, 2016 2015 2014 Unrecognized tax benefit, beginning of year $ 15 $ 16 $ - Gross increases — assumed liability of acquired entity - - 26 Gross increases — tax positions in current period 4 - - Reductions — tax positions in prior period - - (8) Lapse of statute of limitations (1) (1) (1) Settlements - - (1) Unrecognized tax benefit, end of year $ 18 $ 15 $ 16 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 2012. 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 January 31, 2018 for Community Health Systems, Inc. for the tax periods ended December 31, 2007, 2008, 2009 and 2010, and through December 31, 2017 for the tax periods ended December 31, 2011 and 2012. Cash paid for income taxes, net of refunds received, resulted in a net cash refund of $16 million and $180 million during the years ended December 31, 2016 and 2014, respectively, and net cash paid of $12 million during the year ended December 31, 2015. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Long-term Debt [Abstract] | |
Long-Term Debt Disclosure | 7. LONG-TERM DEBT Long-term debt, net of debt issuance costs and discounts or premiums, consists of the following (in millions): December 31, 2016 2015 Credit Facility: Term A Loan $ 745 $ 844 Term F Loan 1,435 1,671 Term G Loan 1,510 1,568 Term H Loan 2,776 2,884 Revolving credit loans (10) 147 8% Senior Notes due 2019 1,920 1,992 7⅛% Senior Notes due 2020 1,189 1,186 5⅛% Senior Secured Notes due 2018 698 1,587 5⅛% Senior Secured Notes due 2021 972 967 6⅞% Senior Notes due 2022 2,932 2,921 Receivables Facility 675 699 Capital lease obligations 328 227 Other 74 92 Total debt 15,244 16,785 Less current maturities (455) (229) Total long-term debt $ 14,789 $ 16,556 The amounts in the table above represent the outstanding principal balance for each debt issue at the respective balance sheet date, adjusted for the unamortized balance of deferred debt issuance costs and any debt premium or discount. 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 (the “Term F Facility”). On May 18, 2015, CHS entered into an Incremental Term Loan Assumption Agreement to provide for a new $1.6 billion incremental Term G facility due 2019 (the “Term G Facility”) and a new approximately $2.9 billion incremental Term H facility due 2021 (the “Term H Facility”). The proceeds of the Term G Facility and Term H Facility were used to repay the Company’s existing Term D Facility in full. Pursuant to a special distribution paid by QHC to the Company as part of the series of transactions to complete the spin-off, the Company received approximately $1.2 billion in cash generated from the net proceeds of certain financing arrangements entered into by QHC as part of the separation. On April 29, 2016, using part of the cash generated from the QHC spin-off, the Company repaid approximately $190 million of its Term F Facility. On December 30, 2016, using the cash generated from the sale of a majority ownership in the Company’s home care division and from the completion of the sale-lease back transaction for ten of the Company’s owned medical office buildings, the Company repaid approximately $48 million of the Term F Facility, approximately $26 million of the Term A Facility, approximately $52 million of the Term G Facility and $96 million of the Term H Facility. On December 5, 2016, CHS entered into Amendment No. 2 to the Credit Facility (“Amendment No. 2”) to adjust upward the maximum leverage ratios and adjust downward the minimum interest coverage ratio the Company is required to comply with each fiscal quarter under the financial maintenance covenants in the Credit Facility. In connection with the amendment, the Company agreed to certain other additional undertakings for the benefit of the lenders under the Revolving Facility and the Term A Facility. The loans under the Credit Facility bear interest on the outstanding unpaid principal amount at a rate equal to an applicable percentage plus, at CHS’ option, either (a) an Alternate Base Rate (as defined) determined by reference to the greater of (1) the Prime Rate (as defined) announced by Credit Suisse or (2) the Federal Funds Effective Rate (as defined) plus 0.50% or (3) the adjusted London Interbank Offered Rate (“LIBOR”) on such day for a three-month interest period commencing on the second business day after such day plus 1% or (b) LIBOR. 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. Under the Term A Facility, CHS is required to make amortization payments in aggregate amounts equal to 15% of the original principal amount of the Term A Facility in 2017 and 45% of the original principal amount of the Term A Facility in 2018. Under the Term F Facility, the Term G Facility and the Term H Facility, CHS is required to make amortization payments in aggregate amounts equal to 1% of the original principal amount of the Term F Facility, the Term G Facility, or the Term H Facility, as applicable, each year. The term loan facility must be prepaid in an amount equal to (1) 100% of the net cash proceeds of certain asset sales and dispositions by the Company and its subsidiaries, subject to certain exceptions and reinvestment rights (provided that, in connection with Amendment No. 2, CHS agreed with the lenders under the Revolving Facility and the Term A Facility not to exercise such reinvestment rights prior to January 1, 2018), (2) 100% of the net cash proceeds of issuances of certain debt obligations or receivables-based financing by the Company and its subsidiaries, subject to certain exceptions, and (3) 50% , subject to reduction to a lower percentage based on the Company’s leverage ratio (as defined in the Credit Facility generally as the ratio of total debt on the date of determination to the Company’s EBITDA, as defined, for the four quarters most recently ended prior to such date), of excess cash flow (as defined) for any year, subject to certain exceptions. Voluntary prepayments and commitment reductions are permitted in whole or in part, without any premium or penalty, subject to minimum prepayment or reduction requirements. The borrower under the Credit Facility is CHS. All of the obligations under the Credit Facility are unconditionally guaranteed by the Company and certain of its existing and subsequently acquired or organized domestic subsidiaries. All obligations under the Credit Facility and the related guarantees are secured by a perfected first priority lien or security interest in substantially all of the assets of the Company, CHS and each subsidiary guarantor, including equity interests held by the Company, CHS or any subsidiary guarantor, but excluding, among others, the equity interests of non-significant subsidiaries, syndication subsidiaries, securitization subsidiaries and joint venture subsidiaries. Such assets constitute substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the 2018 Senior Secured Notes (as defined below) and the 2021 Senior Secured Notes (as defined below). CHS has agreed to pay letter of credit fees equal to the applicable percentage then in effect with respect to LIBOR borrowings under the Revolving Facility times the maximum aggregate amount available to be drawn under all letters of credit outstanding under the subfacility for letters of credit. The issuer of any letter of credit issued under the subfacility for letters of credit will also receive a customary fronting fee and other customary processing charges. CHS is obligated to pay commitment fees of 0.50% per annum (subject to adjustment based upon the Company’s leverage ratio) on the unused portion of the Revolving Facility. The Credit Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s and its subsidiaries’ ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) make capital expenditures, (7) engage in mergers, acquisitions and asset sales, (8) conduct transactions with affiliates, (9) alter the nature of the Company’s businesses, (10) grant certain guarantees with respect to physician practices, (11) engage in sale and leaseback transactions or (12) change the Company’s fiscal year. The Company is also required to comply with specified financial covenants (consisting of a maximum secured net leverage ratio and an interest coverage ratio) and various affirmative covenants. Under the Credit Facility, the secured net leverage ratio is calculated as the ratio of total secured debt, less unrestricted cash and cash equivalents, to consolidated EBITDA, as defined in the Credit Facility, and the interest coverage ratio is the ratio of consolidated EBITDA, as defined in the Credit Facility, to consolidated interest expense for the period. The calculation of consolidated EBITDA as defined in the Credit Facility is a trailing 12-month calculation that begins with net income attributable to the Company, with certain pro forma adjustments to consider the impact of material acquisitions or divestitures, and adjustments for interest, taxes, depreciation and amortization, net income attributable to noncontrolling interests, stock compensation expense, restructuring costs, and the financial impact of other non-cash or non-recurring items recorded during any such 12-month period. For the 12-month period ended December 31, 2016, the secured net leverage ratio financial covenant in the Credit Facility limited the ratio of secured debt to EBITDA, as defined, to less than or equal to 4.50 to 1.00, which will decrease to 4.00 to 1.00 on January 1, 2018. For the 12-month period ended December 31, 2016, the interest coverage ratio financial covenant in the Credit Facility required the ratio of consolidated EBITDA, as defined, to consolidated interest expense to be greater than or equal to 2.00 to 1.00, which will increase to 2.25 to 1.00 on January 1, 2018. The Company was in compliance with all such covenants at December 31, 2016, with a secured net leverage ratio of approximately 3.96 to 1.00 and an interest coverage ratio of approximately 2.43 to 1.00. Events of default under the Credit Facility include, but are not limited to, (1) CHS’ failure to pay principal, interest, fees or other amounts under the credit agreement when due (taking into account any applicable grace period), (2) any representation or warranty proving to have been materially incorrect when made, (3) covenant defaults subject, with respect to certain covenants, to an available cure through the issuance of qualified equity for a period of 60 days after the end of the first three quarters and 100 days after a year end, (4) bankruptcy and insolvency events, (5) a cross default to certain other debt, (6) certain undischarged judgments (not paid within an applicable grace period), (7) a change of control (as defined), (8) certain ERISA-related defaults and (9) the invalidity or impairment of specified security interests, guarantees or subordination provisions in favor of the administrative agent or lenders under the Credit Facility. As of December 31, 2016, the availability for additional borrowings under the Credit Facility, subject to certain limitations as set forth in the Credit Facility, was approximately $1.0 billion pursuant to the Revolving Facility, of which $55 million is in the form of outstanding letters of credit. CHS has the ability to amend the Credit Facility to provide for one or more tranches of term loans or increases in the Revolving Facility in an aggregate principal amount of up to $1.5 billion, only $750 million of which is effectively available because of the Company’s additional undertakings in connection with Amendment No. 2 . As of December 31, 2016, the weighted-average interest rate under the Credit Facility, excluding swaps, was 5.0% . As of December 31, 2016, the term loans and outstanding revolving credit loans are scheduled to be paid with principal payments for future years as follows (in millions): Year Amount 2017 $ 149 2018 1,895 2019 1,678 2020 29 2021 2,782 Thereafter - Total maturities 6,533 Less: Deferred debt issuance costs (77) Total term loans and outstanding revolving credit loans $ 6,456 As of December 31, 2016, the Company had letters of credit issued, primarily in support of potential insurance-related claims and certain bonds, of approximately $55 million. 8% Senior Notes due 2019 On November 22, 2011 , CHS completed an 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 due 2015 and related fees and expenses. On March 21, 2012 , CHS completed an offering of an additional $1.0 billion aggregate principal amount of 8% Senior Notes, which were issued in a private placement (at a premium of 102.5% ). The net proceeds from this issuance were used to finance the purchase of approximately $850 million aggregate principal amount of CHS’ then outstanding 8⅞% Senior Notes due 2015, to pay related fees and expenses and for general corporate purposes. The 8% Senior Notes bear interest at 8% per annum, payable semiannually in arrears on May 15 and November 15, 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. CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price November 15, 2016 to November 14, 2017 102.000 % November 15, 2017 to November 14, 2019 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 8% Senior Notes, as a result of an exchange offer made by CHS, substantially all of the 8% Senior Notes issued in November 2011 and March 2012 were exchanged in May 2012 for new notes (the “8% Exchange Notes”) having terms substantially identical in all material respects to the 8% Senior Notes (except that the 8% Exchange Notes were issued under a registration statement pursuant to the Securities Act of 1933, as amended (the “1933 Act”)). References to the 8% Senior Notes shall also be deemed to include the 8% Exchange Notes unless the context provides otherwise. During the year ended December 31, 2016, the Company repurchased approximately $75 million of aggregate principal amount outstanding of the 8% Senior Notes in open market transactions. 7⅛% Senior Notes due 2020 On July 18, 2012 , CHS completed an underwritten public offering under its automatic shelf registration statement 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 of CHS’ then outstanding 8⅞% Senior Notes due 2015, to pay for consents delivered in connection with a related tender offer, to pay related fees and expenses, and for general corporate purposes. The 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. 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 statement 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 then 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. 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, 2016 to August 14, 2017 101.281 % August 15, 2017 to August 14, 2018 100.000 % On May 16, 2016, using part of the cash generated from the QHC spin-off, the Company completed a cash tender offer for $900 million aggregate principal amount outstanding of the 2018 Senior Secured Notes. 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 the 2018 Senior Secured Notes, and subject to prior ranking liens permitted by the indenture governing the 2021 Senior Secured Notes, on substantially the same assets, subject to certain exceptions, that secure CHS’ obligations under the Credit Facility and the 2018 Senior Secured Notes. 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. 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 indenture governing the 6⅞% Senior Notes. A fter 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. On November 18, 2016 , CHS and certain of its subsidiaries amended the Receivables Facility to extend the scheduled termination date in respect of a $450 million portion of the commitments thereunder and amend certain other provisions thereof. The existing and future non-self pay patient-related accounts receivable (the “Receivables”) for certain affiliated hospitals serve as collateral for the outstanding borrowings under the Receivables Facility. The interest rate on the borrowings is based on the commercial paper rate plus an applicable interest rate spread. Unless earlier terminated or subsequently extended pursuant to its terms, the Receivables Facility will expire on November 13, 2018 in respect of a $450 million portion of the commitments thereunder and November 13, 2017 in respect of the remaining $250 million of commitments thereunder, subject to customary termination events that could cause an early termination date. CHS maintains effective control over the Receivables because, pursuant to the terms of the Receivables Facility, the Receivables are sold from certain of CHS’ subsidiaries to CHS, and CHS then sells or contributes the Receivables to a special-purpose entity that is wholly-owned by CHS. The wholly-owned special-purpose entity in turn grants security interests in the Receivables in exchange for borrowings obtained from the group of third-party lenders and banks of up to $700 million outstanding from time to time based on the availability of eligible Receivables and other customary factors. The wholly-owned special-purpose entity is not a subsidiary guarantor under the Credit Facility or CHS’ outstanding notes. The group of third-party lenders and banks do not have recourse to CHS or its subsidiaries beyond the assets of the wholly-owned special-purpose entity that collateralizes the loan. The Receivables and other assets of the wholly-owned special-purpose entity will be available first and foremost to satisfy the claims of the creditors of such entity. The outstanding borrowings pursuant to the Receivables Facility at December 31, 2016 totaled $677 million with approximately $435 million classified as long-term debt on the consolidated balance sheet. At December 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 consolidated balance sheet. Loss from Early Extinguishment of Debt The financing and repayment transactions discussed above resulted in a loss from the early extinguishment of debt of $30 million, $16 million and $73 million for the years ended December 31, 2016, 2015 and 2014, respectively, and an after-tax loss of $19 million, $10 million and $45 million for the years ended December 31, 2016, 2015 and 2014, respectively. Other Debt As of December 31, 2016, other debt consisted primarily of the mortgage obligation on the Company’s corporate headquarters and other obligations maturing in various installments through 2021. To limit the effect of changes in interest rates on a portion of the Company’s long-term borrowings, the Company is a party to 10 separate interest swap agreements in effect at December 31, 2016, with an aggregate notional amount for currently effective swaps of $2.6 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 8 for additional information regarding these swaps. As of December 31, 2016, the scheduled maturities of long-term debt outstanding, including capital lease obligations for each of the next five years and thereafter are as follows (in millions): Year Amount 2017 $ 455 2018 3,054 2019 3,641 2020 1,240 2021 3,790 Thereafter 3,257 Total maturities 15,437 Less: Deferred debt issuance costs (204) Plus unamortized note premium 11 Total long-term debt $ 15,244 The Company paid interest of $930 million, $925 million and $831 million on borrowings during the years ended December 31, 2016, 2015 and 2014, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments Disclosure | 8. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments has been estimated by the Company using available market information as of December 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): December 31, 2016 December 31, 2015 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 238 $ 238 $ 184 $ 184 Available-for-sale securities 299 299 271 271 Trading securities 80 80 61 61 Liabilities: Contingent Value Right 1 1 2 2 Credit Facility 6,456 6,370 7,114 7,115 8% Senior Notes 1,920 1,615 1,992 2,018 7 ⅛ % Senior Notes 1,189 917 1,186 1,193 5 ⅛ % Senior Secured Notes due 2018 698 690 1,587 1,610 5⅛% Senior Secured Notes due 2021 972 930 967 997 6⅞% Senior Notes 2,932 2,102 2,921 2,858 Receivables Facility and other debt 749 749 791 791 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 9 . 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. 5⅛% Senior Secured Notes due 2018. Estimated fair value is based on the closing market price for these notes. 5⅛% Senior Secured Notes due 2021. 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 years ended December 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 December 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 December 31, 2016: Swap # Notional Amount (in millions) Fixed Interest Rate Termination Date Fair Value (in millions) 1 $ 200 2.055 % July 25, 2019 $ 3 2 200 2.059 % July 25, 2019 2 3 400 1.882 % August 30, 2019 3 4 200 2.515 % August 30, 2019 5 5 200 2.613 % August 30, 2019 5 6 300 2.041 % August 30, 2020 2 7 300 2.738 % August 30, 2020 9 8 300 2.892 % August 30, 2020 11 9 300 2.363 % January 27, 2021 5 10 200 2.368 % January 27, 2021 4 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 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 December 31, 2016 interest rates, approximately $35 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 years ended December 31, 2016, 2015 and 2014 (in millions): Amount of Pre-Tax Loss Recognized in OCI (Effective Portion) Derivatives in Cash Flow Hedging Relationships Year Ended December 31, 2016 2015 2014 Interest rate swaps $ (27) $ (51) $ (41) 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 consolidated statements of (loss) income during the years ended December 31, 2016, 2015 and 2014 (in millions): Amount of Pre-Tax Loss Reclassified from Location of Loss Reclassified from AOCL into Income (Effective Portion) AOCL into Income (Effective Portion) Year Ended December 31, 2016 2015 2014 Interest expense, net $ 54 $ 42 $ 61 The fair values of derivative instruments in the consolidated balance sheets as of December 31, 2016 and December 31, 2015 were as follows (in millions): Asset Derivatives Liability Derivatives December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Balance Balance Balance Balance Sheet Sheet Sheet Sheet Location Fair Value Location Fair Value Location Fair Value Location Fair Value Derivatives Other Other Other Other designated as assets, assets, long- long- hedging instruments net $ - net $ - term liabilities $ 49 term liabilities $ 76 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value [Abstract] | |
Fair Value Disclosure | 9. 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 years ending December 31, 2016 or December 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 December 31, 2016 and December 31, 2015 (in millions): December 31, 2016 Level 1 Level 2 Level 3 Available-for-sale securities $ 299 $ 163 $ 136 $ - Trading securities 80 80 - - Total assets $ 379 $ 243 $ 136 $ - Contingent Value Right (CVR) $ 1 $ 1 $ - $ - CVR-related liability 252 - - 252 Fair value of interest rate swap agreements 49 - 49 - Total liabilities $ 302 $ 1 $ 49 $ 252 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 and trading securities classified as Level 1 are measured using quoted market prices. Level 2 available-for-sale securities primarily consisted of bonds and notes issued by the United States government and its agencies and domestic and foreign corporations. The estimated fair values of these securities are determined using various valuation techniques, including a multi-dimensional relational model that incorporates standard observable inputs and assumptions such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids/offers and other pertinent reference data. Available-for-sale Securities Supplemental information regarding the Company’s available-for-sale securities (all of which had no withdrawal restrictions) is set forth in the table below (in millions): Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2016: Debt securities and debt-based mutual funds Government and corporate $ 232 $ - $ (9) $ 223 Equity securities and equity-based mutual funds Domestic 67 3 - 70 International 6 - - 6 Totals $ 305 $ 3 $ (9) $ 299 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2015: Debt securities and debt-based mutual funds Government and corporate $ 161 $ 1 $ (6) $ 156 Equity securities and equity-based mutual funds Domestic 79 15 (1) 93 International 21 1 - 22 Totals $ 261 $ 17 $ (7) $ 271 As of December 31, 2016 and 2015, investments with aggregate estimated fair values of approximately $232 million ( 226 investments) and $119 million ( 329 investments), respectively, generated the gross unrealized losses disclosed in the above table. At each reporting date, the Company performs an evaluation of impaired securities to determine if the unrealized losses are other-than-temporary. This evaluation considers a number of factors including, but not limited to, the length of time and extent to which the fair value has been less than cost, and management’s ability and intent to hold the securities until fair value recovers. Based on the results of this evaluation, management concluded that as of December 31, 2016, there are approximately $2 million of other-than-temporary losses related to available-for-sale securities. The recent declines in value of the remaining securities and/or length of time they have been below cost, as well as the Company’s ability and intent to hold the securities for a reasonable period of time sufficient for a projected recovery of fair value, have caused management to conclude that the remaining securities, that have generated gross unrealized losses, were not other-than-temporarily impaired. Management will continue to monitor and evaluate the recoverability of the Company’s available-for-sale securities. The contractual maturities of debt-based securities held by the Company as of December 31, 2016 and 2015, excluding mutual fund holdings, are set forth in the table below (in millions). Expected maturities will differ from contractual maturities because the issuers of the debt securities may have the right to prepay their obligations without prepayment penalties. December 31, 2016 December 31, 2015 Amortized Estimated Amortized Estimated Cost Fair Values Cost Fair Values Within 1 year $ 2 $ 2 $ 1 $ 1 After 1 year and through year 5 40 40 12 12 After 5 years and through year 10 42 40 11 11 After 10 years 57 54 22 22 Gross realized gains and losses on sales of available-for-sale securities and other investment income, which includes interest and dividends, are summarized in the table below (in millions): Year Ended December 31, 2016 2015 2014 Realized gains $ 28 $ 8 $ 13 Realized losses (6) (6) (3) Investment income 7 8 8 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 December 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 consolidated statements of (loss) income. CVR-related Liability The CVR-related legal liability represents the Company’s estimate of fair value at December 31, 2016 of the liability associated with the legal matters assumed in the HMA merger, which are included in accrued liabilities in the accompanying 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 consolidated statements of (loss) 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 $3 million and an after-tax adjustment of $2 million to OCI at December 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases Disclosure | 10. LEASES The Company leases hospitals, medical office buildings, and certain equipment under capital and operating lease agreements. During 2016, 2015 and 2014, the Company entered into capital lease obligations of $179 million, $50 million and $18 million, respectively. All lease agreements generally require the Company to pay maintenance, repairs, property taxes and insurance costs. Commitments relating to noncancellable operating and capital leases for each of the next five years and thereafter are as follows (in millions): Year Ending December 31, Operating (1) Capital 2017 $ 269 $ 43 2018 207 32 2019 156 27 2020 118 22 2021 81 22 Thereafter 246 315 Total minimum future payments $ 1,077 461 Less: Imputed interest (133) Total capital lease obligations 328 Less: Current portion (26) Long-term capital lease obligations $ 302 (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future of $15 million. On December 22, 2016, the Company completed the sale and leaseback of ten medical office buildings for net proceeds of $159 million to HCP, Inc. The buildings, with a combined total of 756,183 square feet, are located in five states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Because of the Company’s continuing involvement in these leased buildings, the transaction does not qualify for sale treatment and the related leases have been recorded as financing obligations in the Company’s consolidated balance sheet at December 31, 2016. Such financing obligations are included with the capital lease obligations discussed throughout these footnotes to the consolidated financial statements. Assets capitalized under capital leases as reflected in the accompanying consolidated balance sheets were $69 million of land and improvements, $826 million of buildings and improvements and $56 million of equipment and fixtures as of December 31, 2016 and $74 million of land and improvements, $793 million of buildings and improvements and $112 million of equipment and fixtures as of December 31, 2015. The accumulated depreciation related to assets under capital leases was $240 million and $246 million as of December 31, 2016 and 2015, respectively. Depreciation of assets under capital leases is included in depreciation and amortization expense and amortization of debt discounts on capital lease obligations is included in interest expense in the accompanying consolidated statements of (loss) income. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans Disclosure | 11. EMPLOYEE BENEFIT PLANS The Company maintains various benefit plans, including defined contribution plans, defined benefit plans and deferred compensation plans, for which certain of the Company’s subsidiaries are the plan sponsors. The CHS/Community Health Systems, Inc. Retirement Savings Plan is a defined contribution plan which covers the majority of the employees at subsidiaries owned prior to the HMA merger. Employees at these locations whose employment is covered by collective bargaining agreements are generally eligible to participate in the CHS/Community Health Systems, Inc. Standard 401(k) Plan. The Company also maintains the Health Management Associates, Inc. Retirement Savings Plan, a defined contribution plan covering substantially all of the employees formerly employed by HMA. Total expense to the Company under the 401(k) plans was $98 million, $103 million and $99 million for the years ended December 31, 2016, 2015 and 2014, respectively, and is recorded in salaries and benefits expense on the consolidated statements of (loss) income. The Company maintains unfunded deferred compensation plans that allow participants to defer receipt of a portion of their compensation. The liability for the deferred compensation plans was $229 million and $199 million as of December 31, 2016 and 2015, respectively, and is included in other long-term liabilities on the consolidated balance sheets. The Company had assets of $219 million and $197 million as of December 31, 2016 and 2015, respectively, in a non-qualified plan trust generally designated to pay benefits of the deferred compensation plans, consisting of trading securities of $80 million and $61 million as of December 31, 2016 and 2015, respectively, and company-owned life insurance contracts of $139 million and $136 million as of December 31, 2016 and 2015, respectively. The Company provides an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain members of its executive management. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for its net periodic costs for the SERP. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations and net periodic cost in future periods. Benefits expense under the SERP was $12 million, $12 million and $11 million for the years ended December 31, 2016, 2015 and 2014, respectively. The accrued benefit liability for the SERP totaled $122 million and $131 million at December 31, 2016 and 2015, respectively, and is included in other long-term liabilities on the consolidated balance sheets. The weighted-average assumptions used in determining net periodic cost for the year ended December 31, 2016 was a discount rate of 3.6% and annual salary increase of 3.0% . The Company had available-for-sale securities in a rabbi trust generally designated to pay benefits of the SERP in the amounts of $131 million and $95 million at December 31, 2016 and 2015, respectively. These amounts are included in other assets, net on the consolidated balance sheets. The Company maintains the CHS/Community Health Systems, Inc. Retirement Income Plan (“Pension Plan”), which is a defined benefit, non-contributory pension plan that covers certain employees at three of its hospitals. The Pension Plan provides benefits to covered individuals satisfying certain age and service requirements. Employer contributions to the Pension Plan are in accordance with the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended. The Company expects to make no contribution to the Pension Plan in 2017. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for its net periodic costs for the Pension Plan. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations, net periodic cost and funding requirements in future periods. Benefits expense under the Pension Plan was less than $1 million for each of the years ended December 31, 2016, 2015 and 2014. The accrued benefit liability for the Pension Plan totaled $16 million and $13 million at December 31, 2016 and 2015, respectively, and is included in other long-term liabilities on the consolidated balance sheets. The weighted-average assumptions used for determining the net periodic cost for the year ended December 31, 2016 was a discount rate of 4.5% and the expected long-term rate of return on assets of 7.0% . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity Disclosure | 12. 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 December 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 an open market repurchase program for up to 10,000,000 shares of the Company’s common stock, not to exceed $300 million in repurchases. The repurchase program will expire on the earlier of November 5, 2018, when the maximum number of shares has been repurchased, or when the maximum dollar amount has been expended. During the year ended December 31, 2015, the Company repurchased and retired 532,188 shares at a weighted-average price of $27.31 per share, which is the cumulative number of shares repurchased and retired under this program. No shares were repurchased under this program during the year ended December 31, 2016. 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 after the Company repurchased and retired the maximum 5,000,000 shares at a weighted average price of $28.84 per share during the three months ended December 31, 2015. On December 14, 2011, the Company adopted an open market repurchase program for up to 4,000,000 shares of the Company’s common stock, not to exceed $100 million in repurchases. This repurchase program expired on December 13, 2014. During the year ended December 31, 2014, the Company repurchased and retired 175,000 shares at a weighted-average price of $49.72 per share. During the year ended December 31, 2013, the Company repurchased and retired 706,023 shares at a weighted-average price of $38.39 per share. The cumulative number of shares repurchased and retired under this program was 881,023 shares at a weighted-average price of $40.64 per share. The Company is a holding company which operates through its subsidiaries. The Company’s Credit Facility and the indentures governing the senior and senior secured notes contain various covenants under which the assets of the subsidiaries of the Company are subject to certain restrictions relating to, among other matters, dividends and distributions, as referenced in the paragraph below. With the exception of a special cash dividend of $0.25 per share paid by the Company in December 2012, historically, the Company has not paid any cash dividends. Subject to certain exceptions, the Company’s Credit Facility limits the ability of the Company’s subsidiaries to pay dividends and make distributions to the Company, and limits the Company’s ability to pay dividends and/or repurchase stock, to an amount not to exceed $200 million in the aggregate plus an additional $25 million in any particular year plus the aggregate amount of proceeds from the exercise of stock options. The indentures governing the senior and senior secured notes also restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. The non-cash dividend of approximately $713 million recorded by the Company during the year ended December 31, 2016 to reflect the distribution of the net assets of QHC was a permitted transaction under the Company’s Credit Facility. As of December 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 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): Year Ended December 31, 2016 2015 2014 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (1,721) $ 158 $ 92 Transfers from the noncontrolling interests: Net decrease in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests (9) (16) (2) Net transfers from the noncontrolling interests (9) (16) (2) Change to Community Health Systems, Inc. stockholders’ equity from net (loss) income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (1,730) $ 142 $ 90 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Disclosure | 13. 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 (loss) income from continuing operations, discontinued operations and net (loss) income attributable to Community Health Systems, Inc. common stockholders (in millions, except share data): Year Ended December 31, 2016 2015 2014 Numerator: (Loss) income from continuing operations, net of taxes $ (1,611) $ 295 $ 260 Less: Income from continuing operations attributable to noncontrolling interests, net of taxes 95 101 111 (Loss) income from continuing operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ (1,706) $ 194 $ 149 Loss from discontinued operations, net of taxes $ (15) $ (36) $ (57) 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 $ (15) $ (36) $ (57) Denominator: Weighted-average number of shares outstanding — basic 110,730,971 114,454,674 111,579,088 Effect of dilutive securities: Restricted stock awards - 449,961 377,190 Employee stock options - 357,188 578,395 Other equity-based awards - 10,581 14,647 Weighted-average number of shares outstanding — diluted 110,730,971 115,272,404 112,549,320 The Company generated a loss from continuing operations attributable to Community Health Systems, Inc. common stockholders for the year ended December 31, 2016, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income from continuing operations during the year ended December 31, 2016, the effect of restricted stock awards, employee stock options, and other equity-based awards on the diluted shares calculation would have been an increase in shar es of 331,518 shares. Year Ended December 31, 2016 2015 2014 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 2,554,627 255,564 472,570 |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2016 | |
Equity Investments [Abstract] | |
Equity Investments Disclosure | 14. EQUITY INVESTMENTS As of December 31, 2016, the Company owned equity interests of 38.0% in three hospitals in Macon, Georgia, in which HCA Holdings, Inc. (“HCA”) owns the majority interest. On April 29, 2016 , the Company sold its unconsolidated minority equity interests in Valley Health System, LLC, a joint venture with Universal Health Systems, Inc. (“UHS”) representing four hospitals in Las Vegas, Nevada, in which the Company owned 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 owned a 26.1% interest. The Company received $403 million in cash in return for the sale of its equity interests and, as a result, recognized a gain of approximately $94 million on the sale of investments in unconsolidated affiliates during the year ended December 31, 2016. Summarized combined financial information for these unconsolidated entities in the periods in which the Company owned these equity interests is as follows (in millions): December 31, 2016 2015 Current assets $ 54 $ 283 Noncurrent assets 112 838 Total assets $ 166 $ 1,121 Current liabilities $ 17 $ 111 Noncurrent liabilities 2 2 Members’ equity 147 1,008 Total liabilities and equity $ 166 $ 1,121 Year Ended December 31, 2016 2015 2014 Revenues $ 731 $ 1,494 $ 1,368 Operating costs and expenses 602 1,287 1,184 Income from continuing operations before taxes 129 207 184 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 of December 31, 2016, the Company had a 23.1% ownership interest in HealthTrust. On December 31, 2016, the Company sold 80% of its ownership interest in the legal entity that owned and operated its home care agency business. As part of the divestiture of its controlling interest in the home care agency business, the Company recorded an equity method investment representing its remaining 20% ownership at a fair value of $32 million. The Company’s investment in all of its unconsolidated affiliates was $177 million and $479 million at December 31, 2016 and December 31, 2015, respectively, and is included in other assets, net in the accompanying 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 $43 million, $63 million and $48 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 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. On December 31, 2016, the Company sold 80% of its ownership interest in the home care division. The distribution between reportable segments of the Company’s net operating revenues and (loss) income from continuing operations before income taxes, expenditures for segment assets and total assets is summarized in the following tables (in millions): Year Ended December 31, 2016 2015 2014 Net operating revenues: Hospital operations $ 18,210 $ 19,234 $ 18,399 Corporate and all other 228 203 240 Total $ 18,438 $ 19,437 $ 18,639 (Loss) income from continuing operations before income taxes: Hospital operations $ (1,418) $ 767 $ 772 Corporate and all other (297) (356) (430) Total $ (1,715) $ 411 $ 342 Expenditures for segment assets: Hospital operations $ 727 $ 915 $ 817 Corporate and all other 17 38 36 Total $ 744 $ 953 $ 853 December 31, 2016 2015 Total assets: Hospital operations $ 20,582 $ 25,005 Corporate and all other 1,362 1,590 Total $ 21,944 $ 26,595 |
Other Comprehensive Income
Other Comprehensive Income | 12 Months Ended |
Dec. 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 (loss) income by component for the years ended December 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 before reclassifications (17) 2 1 (14) Amounts reclassified from accumulated other comprehensive income 34 (13) 2 23 Net current-period other comprehensive (loss) income 17 (11) 3 9 AOCI distributed to QHC in spin-off - - 2 2 Balance as of December 31, 2016 $ (31) $ (10) $ (21) $ (62) 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 before reclassifications (32) (6) (1) (39) Amounts reclassified from accumulated other comprehensive income 27 - 2 29 Net current-period other comprehensive (loss) income (5) (6) 1 (10) Balance as of December 31, 2015 $ (48) $ 1 $ (26) $ (73) The following tables present a subtotal for each significant reclassification to net (loss) income out of AOCL and the line item affected in the accompanying consolidated statements of (loss) income for the years ended December 31, 2016 and 2015 (in millions): Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2016 (loss) income is presented Gains and losses on cash flow hedges Interest rate swaps $ (54) Interest expense, net 20 Tax benefit $ (34) Net of tax Amortization of defined benefit pension items Prior service costs $ (2) Salaries and benefits Actuarial losses (1) Salaries and benefits (3) Total before tax 1 Tax benefit $ (2) Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2015 income is presented Gains and losses on cash flow hedges Interest rate swaps $ (42) Interest expense, net 15 Tax benefit $ (27) Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Actuarial losses (2) Salaries and benefits (3) Total before tax 1 Tax benefit $ (2) Net of tax |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies Disclosure | 17. COMMITMENTS AND CO NTINGENCIES Construction and Other Capital Commitments. Pursuant to a hospital purchase agreement in effect as of December 31, 2016, the Company has agreed to build a replacement facility in York, Pennsylvania. The estimated construction cost, including equipment costs, is approximately $125 million. This project is required to be completed in 2017 and approximately $17 million has been expended through December 31, 2016 related to this replacement hospital. Pursuant to a hospital purchase agreement in effect as of December 31, 2016, the Company is required to build replacement facilities in La Porte and Knox, Indiana. The estimated construction costs, including equipment costs, are approximately $125 million and $15 million, respectively. No costs have been incurred to date on those facilities. In addition, under other purchase agreements outstanding at December 31, 2016, the Company has committed to spend approximately $464 million for costs such as capital improvements, equipment, selected leases and physician recruiting. These commitments are required to be fulfilled generally over a five to seven year period after acquisition. Through December 31, 2016, the Company has spent approximately $209 million related to these commitments. Physician Recruiting Commitments. As part of its physician recruitment strategy, the Company provides income guarantee agreements to certain physicians who agree to relocate to its communities and commit to remain in practice there. Under such agreements, the Company is required to make payments to the physicians in excess of the amounts they earned in their practice up to the amount of the income guarantee. These income guarantee periods are typically for 12 months. Such payments are recoverable by the Company from physicians who do not fulfill their commitment period, which is typically three years, to the respective community. At December 31, 2016, the maximum potential amount of future payments under these guarantees in excess of the liability recorded is $30 million. Professional Liability Claims. As part of the Company’s business of owning and operating hospitals, it is subject to legal actions alleging liability on its part. The Company accrues for losses resulting from such liability claims, as well as loss adjustment expenses that are out-of-pocket and directly related to such liability claims. These direct out-of-pocket expenses include fees of outside counsel and experts. The Company does not accrue for costs that are part of corporate overhead, such as the costs of in-house legal and risk management departments. The losses resulting from professional liability claims primarily consist of estimates for known claims, as well as estimates for incurred but not reported claims. The estimates are based on specific claim facts, historical claim reporting and payment patterns, the nature and level of hospital operations and actuarially determined projections. The actuarially determined projections are based on the Company’s actual claim data, including historic reporting and payment patterns which have been gathered over an approximate 20 -year period. As discussed below, since the Company purchases excess insurance on a claims-made basis that transfers risk to third-party insurers, the liability it accrues does include an amount for the losses covered by its excess insurance. The Company also records a receivable for the expected reimbursement of losses covered by excess insurance. Since the Company believes that the amount and timing of its future claims payments are reliably determinable, it discounts the amount accrued for losses resulting from professional liability claims using the risk-free interest rate corresponding to the timing of expected payments. The net present value of the projected payments was discounted using a weighted-average risk-free rate of 1.8% , 1.6% and 1.7% in 2016, 2015 and 2014, respectively. This liability is adjusted for new claims information in the period such information becomes known. The Company’s estimated liability for professional and general liability claims was $788 million and $901 million as of December 31, 2016 and 2015, respectively. The estimated undiscounted claims liability was $843 million and $949 million as of December 31, 2016 and 2015, respectively. The current portion of the liability for professional and general liability claims was $130 million and $156 million as of December 31, 2016 and 2015, respectively, and is included in other accrued liabilities in the accompanying consolidated balance sheets, with the long-term portion recorded in other long-term liabilities. Professional malpractice expense includes the losses resulting from professional liability claims and loss adjustment expense, as well as paid excess insurance premiums, and is presented within other operating expenses in the accompanying consolidated statements of (loss) income. The Company’s processes for obtaining and analyzing claims and incident data are standardized across all of its hospitals and have been consistent for many years. The Company monitors the outcomes of the medical care services that it provides and for each reported claim, the Company obtains various information concerning the facts and circumstances related to that claim. In addition, the Company routinely monitors current key statistics and volume indicators in its assessment of utilizing historical trends. The average lag period between claim occurrence and payment of a final settlement is between four and five years, although the facts and circumstances of individual claims could result in the timing of such payments being different from this average. Since claims are paid promptly after settlement with the claimant is reached, settled claims represent approximately 1.0% of the total liability at the end of any period. For purposes of estimating its individual claim accruals, the Company utilizes specific claim information, including the nature of the claim, the expected claim amount, the year in which the claim occurred and the laws of the jurisdiction in which the claim occurred. Once the case accruals for known claims are determined, information is stratified by loss layers and retentions, accident years, reported years, geography and claims relating to the acquired HMA hospitals versus claims relating to the Company’s other hospitals. Several actuarial methods are used against this data to produce estimates of ultimate paid losses and reserves for incurred but not reported claims. Each of these methods uses company-specific historical claims data and other information. This company-specific data includes information regarding the Company’s business, including historical paid losses and loss adjustment expenses, historical and current case loss reserves, actual and projected hospital statistical data, a variety of hospital census information, employed physician information, professional liability retentions for each policy year, geographic information and other data. Based on these analyses the Company determines its estimate of the professional liability claims. The determination of management’s estimate, including the preparation of the reserve analysis that supports such estimate, involves subjective judgment of the management. Changes in reserving data or the trends and factors that influence reserving data may signal fundamental shifts in the Company’s future claim development patterns or may simply reflect single-period anomalies. Even if a change reflects a fundamental shift, the full extent of the change may not become evident until years later. Moreover, since the Company’s methods and models use different types of data and the Company selects its liability from the results of all of these methods, it typically cannot quantify the precise impact of such factors on its estimates of the liability. Due to the Company’s standardized and consistent processes for handling claims and the long history and depth of company-specific data, the Company’s methodologies have produced reliably determinable estimates of ultimate paid losses. The Company is primarily self-insured for professional liability claims; however, the Company obtains excess insurance that transfers the risk of loss to a third-party insurer for claims in excess of self-insured retentions. The Company’s excess insurance is underwritten on a claims-made basis. For claims reported prior to June 1, 2002, substantially all of the Company’s professional and general liability risks were subject to a less than $1 million per occurrence self-insured retention and for claims reported from June 1, 2002 through June 1, 2003, these self-insured retentions were $2 million per occurrence. Substantially all claims reported after June 1, 2003 and before June 1, 2005 are self-insured up to $4 million per claim. Substantially all claims reported on or after June 1, 2005 and before June 1, 2014 are self-insured up to $5 million per claim. Substantially all claims reported on or after June 1, 2014 are self-insured up to $10 million per claim. Management on occasion has selectively increased the insured risk at certain hospitals based upon insurance pricing and other factors and may continue that practice in the future. Excess insurance for all hospitals has been purchased through commercial insurance companies and generally covers the Company for liabilities in excess of the self-insured retentions. The excess coverage consists of multiple layers of insurance, the sum of which totals up to $95 million per occurrence and in the aggregate for claims reported on or after June 1, 2003, up to $145 million per occurrence and in the aggregate for claims reported on or after January 1, 2008, up to $195 million per occurrence and in the aggregate for claims reported on or after June 1, 2010, and up to $220 million per occurrence and in the aggregate for claims reported on or after June 1, 2015. In addition, for integrated occurrence malpractice claims, there is an additional $50 million of excess coverage for claims reported on or after June 1, 2014 and an additional $75 million of excess coverage for claims reported on or after June 1, 2015. For certain policy years prior to June 1, 2014, if the first aggregate layer of excess coverage becomes fully utilized, then the Company’s self-insured retention will increase to $10 million per claim for any subsequent claims in that policy year until the Company’s total aggregate coverage is met. Effective June 1, 2014, the hospitals acquired from HMA were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims reported on or after June 1, 2014 except for physician-related claims with an occurrence date prior to June 1, 2014. Prior to June 1, 2014, the former HMA hospitals obtained insurance coverage through a wholly-owned captive insurance subsidiary and a risk retention group subsidiary which are domiciled in the Cayman Islands and South Carolina, respectively. Those insurance subsidiaries, which are collectively referred to as the “Insurance Subsidiaries,” provided (i) claims-made coverage to all of the former HMA hospitals and (ii) occurrence-basis coverage to most of the physicians employed by the former HMA hospitals. The employed physicians not covered by the Insurance Subsidiaries generally maintained claims-made policies with unrelated third party insurance companies. To mitigate the exposure of the program covering the former HMA hospitals and other healthcare facilities, the Insurance Subsidiaries bought claims-made reinsurance policies from unrelated third parties for claims above self-retention levels of $10 million or $15 million per claim, depending on the policy year. Effective January 1, 2008, the hospitals acquired from Triad were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims occurring on or after January 1, 2002 and reported on or after January 1, 2008. Substantially all losses for the former Triad hospitals in periods prior to May 1, 1999 were insured through a wholly-owned insurance subsidiary of HCA, Triad’s owner prior to that time, and excess loss policies maintained by HCA. HCA has agreed to indemnify the former Triad hospitals in respect of claims covered by such insurance policies arising prior to May 1, 1999. After May 1, 1999 through December 31, 2006, the former Triad hospitals obtained insurance coverage on a claims incurred basis from HCA’s wholly-owned insurance subsidiary, with excess coverage obtained from other carriers that is subject to certain deductibles. Effective for claims incurred after December 31, 2006, Triad began insuring its claims from $1 million to $5 million through its wholly-owned captive insurance company, replacing the coverage provided by HCA. Substantially all claims occurring during 2007 were self-insured up to $10 million per claim. Legal Matters. 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 of QHC, the Company agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to April 29, 2016, the closing date of the spin-off, including (i) certain claims and proceedings that were known to be outstanding at or prior to the consummation of the spin-off and involved multiple facilities and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to QHC’s healthcare facilities prior to the closing date of the spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by the Company, including professional liability and employer practices. In this regard, the Company continues to be responsible for HMA Legal Matters (as defined below) covered by the CVR agreement that relate to QHC’s business, and any amounts payable by the Company in connection therewith will continue to reduce the amount payable by the Company in respect of the CVRs. Notwithstanding the foregoing, the Company is not required to indemnify QHC in respect of any claims or proceedings arising out of or related to the business operations of Quorum Health Resources, LLC at any time or QHC’s compliance with the corporate integrity agreement. Subsequent to the spin-off of QHC, the Office of the Inspector General provided the Company with written assurance that it would look solely at QHC for compliance for its facilities under the Company’s Corporate Integrity Agreement; however, the Office of the Inspector General declined to enter into a separate corporate integrity agreement with QHC. HMA Legal Matters and Related CVR The CVR agreement entitles the holder to receive a one-time cash payment of up to $1.00 per CVR, subject to downward adjustment based on the final resolution of certain litigation, investigations (whether formal or informal, including subpoenas), or other actions or proceedings related to HMA or its affiliates existing on or prior to July 29, 2013 (the date of the Company’s merger agreement with HMA) as more specifically provided in the CVR agreement (all such matters are referred to as the “HMA Legal Matters”), which include, but are not limited to, investigation and litigation matters as previously disclosed by HMA in public filings with the SEC and/or as described in more detail below. The adjustment reducing the ultimate amount paid to holders of the CVR is determined based on the amount of losses incurred by the Company in connection with the HMA Legal Matters as more specifically provided in the CVR agreement, which generally includes the amount paid for damages, costs, fees and expenses (including, without limitation, attorneys’ fees and expenses), and all fines, penalties, settlement amounts, indemnification obligations and other liabilities (all such losses are referred to as “HMA Losses”). If the aggregate amount of HMA Losses exceeds a deductible of $18 million, then the amount payable in respect of each CVR shall be reduced (but not below zero) by an amount equal to the quotient obtained by dividing: (a) the product of (i) all losses in excess of the deductible and (ii) 90% ; by (b) the number of CVRs outstanding on the date on which final resolution of the existing litigation occurs. There are 264,544,053 CVRs outstanding as of the date hereof. If total HMA Losses (including HMA Losses that have occurred to date as noted in the table below) exceed approximately $ 312 million, then the holders of the CVRs will not be entitled to any payment in respect of the CVRs. The CVRs do not have a finite payment date. Any payments the Company makes under the CVR agreement will be payable within 60 days after the final resolution of the HMA Legal Matters. The CVRs are unsecured obligations of CHS and all payments under the CVRs will be subordinated in right of payment to the prior payment in full of all of the Company’s senior obligations (as defined in the CVR agreement), which include outstanding indebtedness of the Company (subject to certain exceptions set forth in the CVR agreement) and the HMA Losses. The CVR agreement permits the Company to acquire all or some of the CVRs, whether in open market transactions, private transactions or otherwise. As of December 31, 2016, the Company had acquired no CVRs. The following table represents the impact of legal expenses paid or incurred and settlements paid or deemed final as of December 31, 2016 and 2015 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, 2014 $ 24 $ 18 $ - $ 6 Settlements paid 26 - 3 23 Legal expenses incurred and/or paid during the year ended December 31, 2015 8 - 1 7 As of December 31, 2015 $ 58 $ 18 $ 4 $ 36 Settlements paid 1 - - 1 Legal expenses incurred and/or paid during the year ended December 31, 2016 3 - - 3 As of December 31, 2016 $ 62 $ 18 $ 4 $ 40 Amounts owed to CVR holders are dependent on the ultimate resolution of the HMA Legal Matters and determination of HMA Losses incurred. The settlement of any or all of the claims and expenses incurred on behalf of the Company in defending itself will (subject to the deductible) reduce the amounts owed to the CVR holders. Underlying the CVR agreement are a number of claims included in the HMA Legal Matters asserted against HMA. The Company has recorded a liability in connection with those claims as part of the acquired assets and liabilities at the date of acquisition pursuant to the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations.” For the estimate of the Company’s liabilities associated with the HMA Legal Matters that will be covered by the CVR and were not previously accrued by HMA, the Company recorded a liability of $284 million as part of the acquisition accounting for the HMA merger based on the Company’s estimate of fair value of such liabilities as of the date of acquisition. There was a $9 million decrease in the liability during the year ended December 31, 2016 and the fair value of such liabilities of $252 million as of December 31, 2016 is recorded in other long-term liabilities on the accompanying consolidated balance sheet. As of December 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, May 25, 2016, September 26, 2016, December 27, 2016 and now until April 27, 2017. 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. Other Probable Contingencies Lopez v. Yakima Regional Medial & Cardiac Center and Toppenish Community Hospital. This class action lawsuit arose out of alleged conduct at these hospitals prior to the HMA acquisition. The suit alleges the hospitals’ charity care policies did not comply with Washington state law. The trial court has certified a class and granted partial summary judgment in favor of the plaintiffs. This matter has now been settled. The Company has recorded an estimate of the probable liability at December 31, 2016 based on the settlement of this matter. Becker v. Community Health Systems, Inc. d/b/a Community Health Systems Professional Services Corporation d/b/a Community Health Systems d/b/a Community Health Systems PSC, Inc. d/b/a Rockwood Clinic P.S. and Rockwood Clinic, P.S. (Superior Court, Spokane, Washington). This suit was filed on February 29, 2012, by a former chief financial officer at Rockwood Clinic in Spokane, Washington. Becker claims he was wrongfully terminated for allegedly refusing to certify a budget for Rockwood Clinic in 2012. On February 29, 2012, he also filed an administrative complaint with the Department of Labor, Occupational Safety and Health Administration alleging that he is a whistleblower under Sarbanes-Oxley, which was dismissed by the agency and was appealed to an administrative law judge for a hearing that occurred on January 19-26, 2016. In a decision dated November 9, 2016, the law judge awarded Becker approximately $1.9 million for front pay, back pay and emotional damages with attorney fees to be later determined. The Company has appealed the award to the Administrative Review Board and briefing is currently underway. At a hearing on July 27, 2012, the trial court dismissed Community Health Systems, Inc. from the state case and subsequently certified the state case for an interlocutory appeal of the denial to dismiss his employer and the management company. The appellate court accepted the interlocutory appeal, and it was argued on April 30, 2014. On August 14, 2014, the court denied the Company’s appeal. On October 20, 2014, the Company filed a petition to review the denial with the Washington Supreme Court. The appeal was accepted and oral argument was heard on June 9, 2015. On September 15, 2015, the court denied the Company’s appeal and remanded to the trial court; a previous trial setting of September 12, 2016 has been vacated and not reset. The Company continues to vigorously defend these actions. Summary of Recorded Amounts The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the years ended December 31, 2016 and 2015, 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, 2014 $ 265 $ 29 $ 125 Expense (income) 4 (12) 20 Cash payments (8) (17) (135) Balance as of December 31, 2015 $ 261 $ - $ 10 (Income) expense (8) - 14 Reserve for insured claim - - 1 Cash payments (1) - (11) Balance as of December 31, 2016 $ 252 $ - $ 14 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 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 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 $4 million and $9 million for the years ended December 31, 2016 and 2015, respectively, and are included in other operating expenses in the accompanying consolidated statements of (loss) income. Matters for which an Outcome Cannot be Assessed For 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. The Company’s motion to dismiss was granted on June 16, 2016 and on June 27, 2016, the plaintiffs filed a notice of appeal to the Sixth Circuit Court of Appeals. The matter is fully briefed and the Company is waiting on the setting of a date for oral argument. The |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events Disclosure | 18. SUBSEQUENT EVENTS The Company has evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the co nsolidated financial statements. As noted above, a final order approving the terms of settlement of the shareholder derivative action was entered on January 17, 2017. In January 2017, the Company received $40 million of proceeds, which is net of attorneys’ costs, from the settlement of this litigation. These proceeds were paid out of the Company’s directors and officers’ insurance policy. On February 16, 2017 , the Company signed a definitive agreement for the sale of eight hospitals and their associated assets to subsidiaries of Steward Health, Inc. The facilities included in this transaction are Easton Hospital ( 254 licensed beds) in Easton, Pennsylvania, Sharon Regional Health System ( 258 licensed beds) in Sharon, Pennsylvania, Northside Medical Center ( 355 licensed beds) in Youngstown, Ohio, Trumbull Memorial Hospital ( 311 licensed beds) in Warren, Ohio, Hillside Rehabilitation Hospital ( 69 licensed beds) in Warren, Ohio, Wuesthoff Health System – Rockledge ( 298 licensed beds) in Rockledge, Florida, Wuesthoff Health System – Melbourne ( 119 licensed beds) in Melbourne, Florida and Sebastian River Medical Center ( 154 licensed beds) in Sebastian, Florida. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data Disclosure | 19. QUARTERLY FINANCIAL DATA (UNAUDITED) Quarter 1 st 2 nd 3 rd 4 th Total (2) (in millions, except share and per share data) Year ended December 31, 2016: Net operating revenues $ 4,999 $ 4,590 $ 4,380 $ 4,469 $ 18,438 Income (loss) from continuing operations before income taxes 63 (1,543) (83) (152) (1,715) Income (loss) from continuing operations 37 (1,405) (54) (189) (1,611) Loss from discontinued operations (1) (1) (2) (9) (15) Net income (loss) attributable to Community Health Systems, Inc. $ 11 $ (1,432) $ (79) $ (220) $ (1,721) Basic earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.11 $ (12.90) $ (0.69) $ (1.91) $ (15.41) Discontinued operations (0.01) (0.01) (0.02) (0.09) (0.13) Net income (loss) $ 0.10 $ (12.91) $ (0.71) $ (1.99) $ (15.54) Diluted earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.11 $ (12.90) $ (0.69) $ (1.91) $ (15.41) Discontinued operations (0.01) (0.01) (0.02) (0.09) (0.13) Net income (loss) $ 0.10 $ (12.91) $ (0.71) $ (1.99) $ (15.54) Weighted-average number of shares outstanding: Basic 110,247,867 110,879,285 110,888,040 110,905,052 110,730,971 Diluted 110,309,372 110,879,285 110,888,040 110,905,052 110,730,971 Year ended December 31, 2015: Net operating revenues $ 4,911 $ 4,882 $ 4,846 $ 4,798 $ 19,437 Income (loss) from continuing operations before income taxes 168 214 121 (91) 411 Income (loss) from continuing operations 112 140 83 (40) 295 Loss from discontinued operations (13) (6) (8) (9) (36) Net income (loss) attributable to Community Health Systems, Inc. $ 79 $ 111 $ 52 $ (83) $ 158 Basic earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.80 $ 1.02 $ 0.52 $ (0.66) $ 1.69 Discontinued operations (0.11) (0.06) (0.07) (0.08) (0.31) Net income (loss) $ 0.69 $ 0.96 $ 0.45 $ (0.73) $ 1.38 Diluted earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.79 $ 1.01 $ 0.51 $ (0.66) $ 1.68 Discontinued operations (0.11) (0.06) (0.07) (0.08) (0.31) Net income (loss) $ 0.68 $ 0.95 $ 0.44 $ (0.73) $ 1.37 Weighted-average number of shares outstanding: Basic 114,419,590 115,194,899 115,319,986 112,891,505 114,454,674 Diluted 115,057,668 116,100,417 116,368,157 112,891,505 115,272,404 (1) Total per share amounts may not add due to rounding. (2) Total quarterly amounts may not add due to rounding. |
Supplemental Condensed Consolid
Supplemental Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Condensed Consolidating Financial Information Disclosure | 20. 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 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 7. The C ompany’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Effective with the spin-off of QHC, all subsidiaries of the Company that were part of that distribution have been removed as guarantors. Amounts for prior periods have been revised to reflect the status of guarantors or non-guarantors as of December 31, 2016. Condensed Consolidating Statement of Loss Year Ended December 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (25) $ 13,213 $ 8,087 $ - $ 21,275 Provision for bad debts - - 1,902 935 - 2,837 Net operating revenues - (25) 11,311 7,152 - 18,438 Operating costs and expenses: Salaries and benefits - - 4,569 4,055 - 8,624 Supplies - - 1,990 1,021 - 3,011 Other operating expenses - - 2,823 1,425 - 4,248 Government and other legal settlements and related costs - - 16 - - 16 Electronic health records incentive reimbursement - - (42) (28) - (70) Rent - - 235 215 - 450 Depreciation and amortization - - 734 366 - 1,100 Impairment and (gain) loss on sale of businesses, net - - 1,409 510 - 1,919 Total operating costs and expenses - - 11,734 7,564 - 19,298 Loss from operations - (25) (423) (412) - (860) Interest expense, net - 241 655 66 - 962 Loss from early extinguishment of debt - 30 - - - 30 Gain on sale of investments in unconsolidated affiliates - - (94) - - (94) Equity in earnings of unconsolidated affiliates 1,721 1,461 467 - (3,692) (43) (Loss) income from continuing operations before income taxes (1,721) (1,757) (1,451) (478) 3,692 (1,715) Provision for (benefit from) income taxes - (36) 7 (75) - (104) (Loss) income from continuing operations (1,721) (1,721) (1,458) (403) 3,692 (1,611) Discontinued operations, net of taxes: (Loss) income from operations of entities sold or held for sale - - (9) 2 - (7) Impairment of hospitals sold or held for sale - - (2) (6) - (8) Loss from discontinued operations, net of taxes - - (11) (4) - (15) Net (loss) income (1,721) (1,721) (1,469) (407) 3,692 (1,626) Less: Net income attributable to noncontrolling interests - - - 95 - 95 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (1,721) $ (1,721) $ (1,469) $ (502) $ 3,692 $ (1,721) Condensed Consolidating Statement of Income Year Ended December 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (20) $ 12,983 $ 9,601 $ - $ 22,564 Provision for bad debts - - 1,961 1,166 - 3,127 Net operating revenues - (20) 11,022 8,435 - 19,437 Operating costs and expenses: Salaries and benefits - - 4,506 4,485 - 8,991 Supplies - - 1,911 1,137 - 3,048 Other operating expenses - - 2,693 1,827 - 4,520 Government and other legal settlements and related costs - - 4 - - 4 Electronic health records incentive reimbursement - - (95) (65) - (160) Rent - - 223 234 - 457 Depreciation and amortization - - 729 443 - 1,172 Impairment and (gain) loss on sale of businesses, net - - 55 13 - 68 Total operating costs and expenses - - 10,026 8,074 - 18,100 (Loss) income from operations - (20) 996 361 - 1,337 Interest expense, net - 107 742 124 - 973 Loss from early extinguishment of debt - 16 - - - 16 Equity in earnings of unconsolidated affiliates (158) (226) (106) - 427 (63) Income from continuing operations before income taxes 158 83 360 237 (427) 411 (Benefit from) provision for income taxes - (75) 136 55 - 116 Income (loss) from continuing operations 158 158 224 182 (427) 295 Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - (3) (24) - (27) Impairment of hospitals sold or held for sale - - (5) - - (5) Loss on sale, net - - - (4) - (4) Loss from discontinued operations, net of taxes - - (8) (28) - (36) Net income 158 158 216 154 (427) 259 Less: Net income attributable to noncontrolling interests - - - 101 - 101 Net income attributable to Community Health Systems, Inc. stockholders $ 158 $ 158 $ 216 $ 53 $ (427) $ 158 Condensed Consolidating Statement of Income Year Ended December 31, 2014 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (18) $ 12,420 $ 9,159 $ - $ 21,561 Provision for bad debts - - 1,819 1,103 - 2,922 Net operating revenues - (18) 10,601 8,056 - 18,639 Operating costs and expenses: Salaries and benefits - - 4,394 4,224 - 8,618 Supplies - - 1,804 1,058 - 2,862 Other operating expenses - - 2,401 1,921 - 4,322 Government and other legal settlements and related costs - - 101 - - 101 Electronic health records incentive reimbursement - - (149) (110) - (259) Rent - - 216 218 - 434 Depreciation and amortization - - 708 398 - 1,106 Amortization of software to be abandoned - - 45 30 - 75 Impairment and (gain) loss on sale of businesses, net - - 40 1 - 41 Total operating costs and expenses - - 9,560 7,740 - 17,300 (Loss) income from operations - (18) 1,041 316 - 1,339 Interest expense, net - (10) 492 490 - 972 Loss from early extinguishment of debt - 73 - - - 73 Equity in earnings of unconsolidated affiliates (92) (222) 179 - 87 (48) Income (loss) from continuing operations before income taxes 92 141 370 (174) (87) 342 Provision for (benefit from) income taxes - 49 136 (103) - 82 Income (loss) from continuing operations 92 92 234 (71) (87) 260 Discontinued operations, net of taxes: (Loss) income from operations of entities sold or held for sale - - (12) 5 - (7) Impairment of hospitals sold or held for sale - - - (50) - (50) Loss from discontinued operations, net of taxes - - (12) (45) - (57) Net income (loss) 92 92 222 (116) (87) 203 Less: Net income attributable to noncontrolling interests - - - 111 - 111 Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 92 $ 92 $ 222 $ (227) $ (87) $ 92 Condensed Consolidating Statement of Comprehensive Loss Year Ended December 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (1,721) $ (1,721) $ (1,469) $ (407) $ 3,692 $ (1,626) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 17 17 - - (17) 17 Net change in fair value of available-for-sale securities, net of tax (11) (11) (11) - 22 (11) Amortization and recognition of unrecognized pension cost components, net of tax 3 3 3 - (6) 3 Other comprehensive income (loss) 9 9 (8) - (1) 9 Comprehensive loss (1,712) (1,712) (1,477) (407) 3,691 (1,617) Less: Comprehensive income attributable to noncontrolling interests - - - 95 - 95 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (1,712) $ (1,712) $ (1,477) $ (502) $ 3,691 $ (1,712) Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income $ 158 $ 158 $ 216 $ 154 $ (427) $ 259 Other comprehensive (loss) income, net of income taxes: Net change in fair value of interest rate swaps, net of tax (6) (6) - - 6 (6) Net change in fair value of available-for-sale securities, net of tax (5) (5) (5) - 10 (5) Amortization and recognition of unrecognized pension cost components, net of tax 1 1 1 - (2) 1 Other comprehensive loss (10) (10) (4) - 14 (10) Comprehensive income 148 148 212 154 (413) 249 Less: Comprehensive income attributable to noncontrolling interests - - - 101 - 101 Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 148 $ 148 $ 212 $ 53 $ (413) $ 148 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2014 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income (loss) $ 92 $ 92 $ 222 $ (116) $ (87) $ 203 Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 13 13 - - (13) 13 Net change in fair value of available-for-sale securities, net of tax - - - - - - Amortization and recognition of unrecognized pension cost components, net of tax (9) (9) (9) - 18 (9) Other comprehensive income (loss) 4 4 (9) - 5 4 Comprehensive income (loss) 96 96 213 (116) (82) 207 Less: Comprehensive income attributable to noncontrolling interests - - - 111 - 111 Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 96 $ 96 $ 213 $ (227) $ (82) $ 96 Condensed Consolidating Balance Sheet December 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 162 $ 76 $ - $ 238 Patient accounts receivable, net of allowance for doubtful accounts - - 843 2,333 - 3,176 Supplies - - 324 156 - 480 Prepaid income taxes 17 - - - - 17 Prepaid expenses and taxes - - 133 54 - 187 Other current assets - - 283 285 - 568 Total current assets 17 - 1,745 2,904 - 4,666 Intercompany receivable 295 14,966 667 6,985 (22,913) - Property and equipment, net - - 5,403 2,746 - 8,149 Goodwill - - 3,735 2,786 - 6,521 Other assets, net 15 - 2,820 995 (1,222) 2,608 Net investment in subsidiaries 1,728 22,205 8,607 - (32,540) - Total assets $ 2,055 $ 37,171 $ 22,977 $ 16,416 $ (56,675) $ 21,944 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 149 $ 56 $ 250 $ - $ 455 Accounts payable - - 715 280 - 995 Accrued interest - 205 1 1 - 207 Accrued liabilities 17 - 775 438 - 1,230 Total current liabilities 17 354 1,547 969 - 2,887 Long-term debt - 14,018 233 538 - 14,789 Intercompany payable - 19,811 17,508 13,393 (50,712) - Deferred income taxes 411 - - - - 411 Other long-term liabilities 12 1,259 1,187 339 (1,222) 1,575 Total liabilities 440 35,442 20,475 15,239 (51,934) 19,662 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 554 - 554 Equity: Community Health Systems, Inc. stockholders’ equity: Common stock 1 - - - - 1 Additional paid-in capital 1,975 676 1,080 816 (2,572) 1,975 Accumulated other comprehensive loss (62) (62) (22) (9) 93 (62) (Accumulated deficit) retained earnings (299) 1,115 1,444 (297) (2,262) (299) Total Community Health Systems, Inc. stockholders’ equity 1,615 1,729 2,502 510 (4,741) 1,615 Noncontrolling interests in equity of consolidated subsidiaries - - - 113 - 113 Total equity 1,615 1,729 2,502 623 (4,741) 1,728 Total liabilities and equity $ 2,055 $ 37,171 $ 22,977 $ 16,416 $ (56,675) $ 21,944 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 $ - $ - $ 31 $ 153 $ - $ 184 Patient accounts receivable, net of allowance for doubtful accounts - - 924 2,687 - 3,611 Supplies - - 362 218 - 580 Prepaid income taxes 27 - - - - 27 Prepaid expenses and taxes - - 128 69 - 197 Other current assets - - 336 231 - 567 Total current assets 27 - 1,781 3,358 - 5,166 Intercompany receivable 1,159 16,540 4,062 7,479 (29,240) - Property and equipment, net - - 6,311 3,801 - 10,112 Goodwill - - 5,501 3,464 - 8,965 Other assets, net - - 2,185 1,212 (1,045) 2,352 Net investment in subsidiaries 3,438 20,257 9,354 - (33,049) - Total assets $ 4,624 $ 36,797 $ 29,194 $ 19,314 $ (63,334) $ 26,595 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 162 $ 49 $ 18 $ - $ 229 Accounts payable - - 785 473 - 1,258 Accrued interest - 226 - 1 - 227 Accrued liabilities 4 - 824 530 - 1,358 Total current liabilities 4 388 1,658 1,022 - 3,072 Long-term debt - 15,605 136 815 - 16,556 Intercompany payable - 16,150 22,232 15,524 (53,906) - Deferred income taxes 593 - - - - 593 Other long-term liabilities 8 1,216 1,196 322 (1,044) 1,698 Total liabilities 605 33,359 25,222 17,683 (54,950) 21,919 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 571 - 571 Equity: Community Health Systems, Inc. stockholders’ equity: Common stock 1 - - - - 1 Additional paid-in capital 1,963 1,324 1,505 965 (3,794) 1,963 Treasury stock, at cost (7) - - - - (7) Accumulated other comprehensive loss (73) (73) (21) (3) 97 (73) Retained earnings 2,135 2,187 2,488 12 (4,687) 2,135 Total Community Health Systems, Inc. stockholders’ equity 4,019 3,438 3,972 974 (8,384) 4,019 Noncontrolling interests in equity of consolidated subsidiaries - - - 86 - 86 Total equity 4,019 3,438 3,972 1,060 (8,384) 4,105 Total liabilities and equity $ 4,624 $ 36,797 $ 29,194 $ 19,314 $ (63,334) $ 26,595 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 14 $ (335) $ 1,322 $ 136 $ - $ 1,137 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (3) (120) - (123) Purchases of property and equipment - - (519) (225) - (744) Proceeds from disposition of hospitals and other ancillary operations - - 16 127 - 143 Proceeds from sale of property and equipment - - 8 7 - 15 Purchases of available-for-sale securities - - (263) (242) - (505) Proceeds from sales of available-for-sale securities - - 218 246 - 464 Proceeds from sale of investments in unconsolidated affiliates - - 403 - - 403 Distribution from Quorum Health Corporation - 1,219 - - - 1,219 Increase in other investments - - (178) (64) - (242) Net cash provided by (used in) investing activities - 1,219 (318) (271) - 630 Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (6) - - - - (6) Deferred financing costs and other debt-related costs - (26) - - - (26) Redemption of noncontrolling investments in joint ventures - - - (19) - (19) Distributions to noncontrolling investors in joint ventures - - - (92) - (92) Proceeds from sale-lease back - - 147 12 - 159 Changes in intercompany balances with affiliates, net (8) 801 (980) 187 - - Borrowings under credit agreements - 4,848 28 3 - 4,879 Proceeds from receivables facility - - - 107 - 107 Repayments of long-term indebtedness - (6,507) (68) (140) - (6,715) Net cash (used in) provided by financing activities (14) (884) (873) 58 - (1,713) Net change in cash and cash equivalents - - 131 (77) - 54 Cash and cash equivalents at beginning of period - - 31 153 - 184 Cash and cash equivalents at end of period $ - $ - $ 162 $ 76 $ - $ 238 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (25) $ 159 $ 569 $ 218 $ - $ 921 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (21) (36) - (57) Purchases of property and equipment - - (660) (293) - (953) Proceeds from disposition of hospitals and other ancillary operations - - 21 134 - 155 Proceeds from sale of property and equipment - - 7 8 - 15 Purchases of available-for-sale securities - - (53) (109) - (162) Proceeds from sales of available-for-sale securities - - 46 110 - 156 Increase in other investments - - (156) (49) - (205) Net cash used in investing activities - - (816) (235) - (1,051) Cash flows from financing activities: Proceeds from exercise of stock options 25 - - - - 25 Repurchase of restricted stock shares for payroll tax withholding requirements (20) - - - - (20) Stock buy-back (159) - - - - (159) Deferred financing costs and other debt-related costs - (30) - - - (30) Proceeds from noncontrolling investors in joint ventures - - - 47 - 47 Redemption of noncontrolling investments in joint ventures - - - (36) - (36) Distributions to noncontrolling investors in joint ventures - - - (100) - (100) Changes in intercompany balances with affiliates, net 179 (181) (57) 59 - - Borrowings under credit agreements - 4,880 34 8 - 4,922 Proceeds from receivables facility - - - 206 - 206 Repayments of long-term indebtedness - (4,828) (69) (153) - (5,050) Net cash provided by (used in) financing activities 25 (159) (92) 31 - (195) Net change in cash and cash equivalents - - (339) 14 - (325) Cash and cash equivalents at beginning of period - - 370 139 - 509 Cash and cash equivalents at end of period $ - $ - $ 31 $ 153 $ - $ 184 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by operating activities $ 176 $ 319 $ 919 $ 201 $ - $ 1,615 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (2,876) (215) - (3,091) Purchases of property and equipment - - (577) (276) - (853) Proceeds from disposition of hospitals and other ancillary operations - - 3 85 - 88 Proceeds from sale of property and equipment - - 41 9 - 50 Purchases of available-for-sale securities - - (23) (240) - (263) Proceeds from sales of available-for-sale securities - - 24 205 - 229 Increase in other investments - - (352) (159) - (511) Net cash used in investing activities - - (3,760) (591) - (4,351) Cash flows from financing activities: Proceeds from exercise of stock options 65 - - - - 65 Repurchase of restricted stock shares for payroll tax withholding requirements (11) - - - - (11) Stock buy-back (9) - - - - (9) Deferred financing costs and other debt-related costs - (276) - - - (276) Proceeds from noncontrolling investors in joint ventures - - - 10 - 10 Redemption of noncontrolling investments in joint ventures - - - (158) - (158) Distributions to noncontrolling investors in joint ventures - - - (104) - (104) Changes in intercompany balances with affiliates, net (221) (3,334) 3,017 538 - - Borrowings under credit agreements - 9,081 34 16 - 9,131 Issuance of long-term debt - 4,000 - - - 4,000 Proceeds from receivables facility - - - 204 - 204 Repayments of long-term indebtedness - (9,790) (89) (101) - (9,980) Net cash (used in) provided by financing activities (176) (319) 2,962 405 - 2,872 Net change in cash and cash equivalents - - 121 15 - 136 Cash and cash equivalents at beginning of period - - 249 124 - 373 Cash and cash equivalents at end of period $ - $ - $ 370 $ 139 $ - $ 509 |
Schedule of Qualifying and Valu
Schedule of Qualifying and Valuation Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure | Community Health Systems, Inc. and Subsidiaries Schedule II — Valuation and Qualifying Accounts Balance at Acquisitions Charged to Balance Beginning and Costs and at End Description of Year Dispositions Expenses Write-offs of Year (In millions) Year ended December 31, 2016 allowance for doubtful accounts $ 4,110 $ (365) $ 2,849 $ (2,821) $ 3,773 Year ended December 31, 2015 allowance for doubtful accounts $ 3,504 $ (17) $ 3,168 $ (2,545) $ 4,110 Year ended December 31, 2014 allowance for doubtful accounts $ 2,438 $ 960 $ 3,022 $ (2,916) $ 3,504 |
Basis of Presentation and Sig31
Basis of Presentation and Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Business, Policy | Business. Community Health Systems, Inc. is a holding company and operates no business in its own name. On a consolidated basis, Community Health Systems, Inc. and its subsidiaries (collectively the “Company”) own, lease and operate general acute care hospitals in communities across the country. As of December 31, 2016, the Company owned or leased 155 hospitals, included in continuing operations, including three stand-alone rehabilitation or psychiatric hospitals, licensed for 26,222 beds in 21 states. Throughout these notes to the consolidated financial statements, Community Health Systems, Inc. (the “Parent”) and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly-traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated, and management services provided, by distinct and indirect subsidiaries of Community Health Systems, Inc. The results of Health Management Associates, Inc. (“HMA”) are included from January 27, 2014, the date of the HMA merger. |
Use of Estimates, Policy | Use of Estimates . The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. |
Principles of Consolidation, Policy | Principles of Consolidation . The consolidated financial statements include the accounts of the Parent, its subsidiaries, all of which are controlled by the Parent through majority voting control, and variable interest entities for which the Company is the primary beneficiary. All intercompany accounts, profits and transactions have been eliminated. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity to distinguish between the interests of the Parent and the interests of the noncontrolling owners. Revenues, expenses and income from continuing operations from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of (loss) income, along with a net income measure that separately presents the amounts attributable to the controlling interests and the amounts attributable to the noncontrolling interests for each of the periods presented. 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 consolidated balance sheets. |
Cost of Revenue, Policy | 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 and Naples, Florida office (which was the headquarters of HMA prior to the closing of the HMA merger), which collectively were $197 million, $266 million and $281 million for the years ended December 31, 2016, 2015 and 2014, respectively. Included in these corporate office costs is stock-based compensation of $46 million, $59 million and $54 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Cash Equivalents, Policy | Cash Equivalents . The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. |
Supplies, Policy | Supplies. Supplies, principally medical supplies, are stated at the lower of cost (first-in, first-out basis) or market. |
Marketable Securities, Policy | Marketable Securities. The Company’s marketable securities are classified as trading or available-for-sale. Available-for-sale securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ equity. Trading securities are reported at fair value with unrealized gains and losses included in earnings. Other comprehensive (loss) income, net of tax, included an unrealized loss of $11 million and $5 million during the years ended December 31, 2016 and 2015, respectively, and an unrealized gain of less than $1 million during the year ended December 31, 2014, related to these available-for-sale securities. |
Property and Equipment, Policy | Property and Equipment . Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the land and improvements ( 3 to 20 years), buildings and improvements ( 5 to 40 years) and equipment and fixtures ( 3 to 18 years). Costs capitalized as construction in progress were $227 million and $267 million at December 31, 2016 and 2015, respectively. Expenditures for renovations and other significant improvements are capitalized; however, maintenance and repairs which do not improve or extend the useful lives of the respective assets are charged to operations as incurred. Interest capitalized related to construction in progress was $9 million, $16 million and $10 million for the years ended December 31, 2016, 2015 and 2014, respectively. Purchases of property and equipment and internal-use software accrued in accounts payable and not yet paid were $115 million and $173 million at December 31, 2016 and 2015, respectively. The Company also leases certain facilities and equipment under capital leases (see Note 10). Such assets are amortized on a straight-line basis over the lesser of the term of the lease or the remaining useful lives of the applicable assets. During the year ended December 31, 2016, the Company had non-cash investing activity of $17 million related to certain facility and equipment additions that were financed through capital leases and other debt. |
Other Assets, Policy | Other Assets. Other assets consist of the insurance recovery receivable from excess insurance carriers related to the Company’s self-insured malpractice general liability and workers’ compensation insurance liability; costs to recruit physicians to the Company’s markets, which are deferred and expensed over the term of the respective physician recruitment contract, generally three years, and included in amortization expense; and capitalized internal-use software costs, which are expensed over the expected useful life, which is generally three years for routine software and eight to ten years for major software projects, and included in amortization expense. |
Third-Party Reimbursement, Policy | Third-Party Reimbursement . Net patient service revenue is reported at the estimated net realizable amount from patients, third-party payors and others for services rendered. Operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems, provisions of cost-reimbursement and other payment methods. Approximately 34.4% , 35.3% and 35.5% of operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), for the years ended December 31, 2016, 2015 and 2014, respectively, are related to services rendered to patients covered by the Medicare and Medicaid programs. Revenues from Medicare outlier payments are included in the amounts received from Medicare and were approximately 0.38% , 0.28% and 0.41% of operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), for the years ended December 31, 2016, 2015 and 2014, respectively. In addition, the Company is reimbursed by non-governmental payors using a variety of payment methodologies. Amounts received by the Company for treatment of patients covered by such programs are generally less than the standard billing rates. The differences between the estimated program reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenues to arrive at operating revenues (net of contractual allowances and discounts). These net operating revenues are an estimate of the net realizable amount due from these payors. The process of estimating contractual allowances requires the Company to estimate the amount expected to be received based on payor contract provisions. The key assumption in this process is the estimated contractual reimbursement percentage, which is based on payor classification and historical paid claims data. Due to the complexities involved in these estimates, actual payments the Company receives could be different from the amounts it estimates and records. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. Adjustments to previous program reimbursement estimates are accounted for as contractual allowance adjustments and reported in the periods that such adjustments become known. Amounts due to third-party payors were $99 million and $112 million as of December 31, 2016 and 2015, respectively, and are included in accrued liabilities-other in the accompanying consolidated balance sheets. Amounts due from third-party payors were $186 million and $213 million as of December 31, 2016 and 2015, respectively, and are included in other current assets in the accompanying consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2012. |
Charity Care, Policy | In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues or in the provision for bad debts, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. Included in the provision for contractual allowance shown above is $487 million, $453 million and $550 million for the years ended December 31, 2016, 2015 and 2014, respectively, representing the value (at the Company’s standard charges) of these charity care services that are excluded from net operating revenues. The estimated cost incurred by the Company to provide these charity care services to patients who are unable to pay was approximately $64 million, $64 million and $84 million for the years ended December 31, 2016, 2015 and 2014, respectively. The estimated cost of these charity care services was determined using a ratio of cost to gross charges and applying that ratio to the gross charges associated with providing care to charity patients for the period. |
Health Care Organization, Bad Debts Policy | Net Operating Revenues . Net operating revenues are recorded net of provisions for contractual allowance of approximately $98.2 billion, $95.3 billion and $84.4 billion for the years ended December 31, 2016, 2015 and 2014, respectively. Net operating revenues are recognized when services are provided and are reported at the estimated net realizable amount from patients, third-party payors and others for services rendered. Also included in the provision for contractual allowance shown above is the value of administrative and other discounts provided to self-pay patients eliminated from net operating revenues which was $3.2 billion, $3.0 billion and $2.8 billion for the years ended December 31, 2016, 2015 and 2014, respectively. In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues or in the provision for bad debts, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. Included in the provision for contractual allowance shown above is $487 million, $453 million and $550 million for the years ended December 31, 2016, 2015 and 2014, respectively, representing the value (at the Company’s standard charges) of these charity care services that are excluded from net operating revenues. The estimated cost incurred by the Company to provide these charity care services to patients who are unable to pay was approximately $64 million, $64 million and $84 million for the years ended December 31, 2016, 2015 and 2014, respectively. The estimated cost of these charity care services was determined using a ratio of cost to gross charges and applying that ratio to the gross charges associated with providing care to charity patients for the period. Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid patients. These programs are designed with input from Centers for Medicare and Medicaid Services and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Similar programs are also being considered by other states. After these supplemental programs are signed into law, the Company recognizes revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and fees, taxes or other program-related costs are reflected in other operating expenses. Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), recognized during the years ended December 31, 2016, 2015 and 2014, were as follows (in millions): Year Ended December 31, 2016 2015 2014 Medicare $ 5,089 $ 5,439 $ 5,327 Medicaid 2,234 2,532 2,332 Managed Care and other third-party payors 11,354 11,816 11,109 Self-pay 2,598 2,777 2,793 Total $ 21,275 $ 22,564 $ 21,561 |
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 $70 million, $160 million and $259 million for the years ended December 31, 2016, 2015 and 2014, 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 consolidated statements of (loss) income. The Company received cash related to the incentive reimbursement for HITECH incentives of approximately $123 million, $75 million and $253 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company recorded no deferred revenue in connection with the receipt of these cash payments at either December 31, 2016 or 2015. |
Physician Income Guarantees, Policy | Physician Income Guarantees . The Company enters into physician recruiting agreements under which it supplements physician income to a minimum amount over a period of time, typically one year, while the physicians establish themselves in the community. As part of the agreements, the physicians are committed to practice in the community for a period of time, typically three years, which extends beyond their income guarantee period. The Company records an asset and liability for the estimated fair value of minimum revenue guarantees on new agreements. Adjustments to the ultimate value of the guarantee paid to physicians are recognized in the period that the change in estimate is identified. The Company amortizes an asset over the life of the agreement. As of December 31, 2016 and 2015, the unamortized portion of these physician income guarantees was $37 million and $47 million, respectively. |
Concentrations of Credit Risk, Policy | Concentrations of Credit Risk . The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements. Because of the economic diversity of the Company’s facilities and non-governmental third-party payors, Medicare represents the only significant concentration of credit risk from payors. Accounts receivable, net of contractual allowances, from Medicare was $402 million and $453 million at December 31, 2016 and 2015, respectively, representing 6% of consolidated net accounts receivable, before allowance for doubtful accounts, for each of the years ended December 31, 2016 and 2015. |
Accounting for the Impairment or Disposal of Long-Lived Assets, Policy | Accounting for the Impairment or Disposal of Long-Lived Assets. During the year ended December 31, 2016, the Company recorded a total impairment charge of $326 million to reduce the carrying value of certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Additionally, the Company recorded an impairment charge of approximately $270 million for several underperforming hospitals to their estimated fair value. The impairment charge for the year ended December 31, 2016 also included approximately $19 million recorded on the sale or closure of certain of the Company’s hospitals during the year based on the remaining net book value of the assets at the date of disposal. In total, the Company recorded impairment charges of approximately $615 million on its long-lived assets other than the impairment charge taken on the hospital reporting unit goodwill that is further discussed in Note 5. Included in the carrying value of the hospital disposal groups is an allocation of approximately $365 million of goodwill allocated from the hospital reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. During the year ended December 31, 2015, the Company recorded a pretax impairment charge of approximately $68 million related to the write-off of approximately $6 million of allocated reporting unit goodwill for Payson Regional Medical Center and $62 million for the impairment of certain long-lived assets for several smaller hospitals to their estimated fair value. During the year ended December 31, 2014, the Company recorded a pretax impairment charge of $17 million to reduce the carrying value of certain long-lived assets at three of its smaller hospitals to their estimated fair value. The impairments for 2016, 2015 and 2014 were identified because of declining operating results and projections of future cash flows at these hospitals caused by competitive and operational challenges specific to the markets in which these hospitals operate. |
Income Taxes, Policy | Income Taxes. The Company accounts for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statement of (loss) income during the period in which the tax rate change becomes law. |
Comprehensive (Loss) Income, Policy | Comprehensive (Loss) Income . Comprehensive (loss) income is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Segment Reporting, Policy | Segment Reporting . A public company is required to report annual and interim financial and descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet the criteria established by U.S. GAAP. The Company operated in two distinct operating segments during 2016, represented by the hospital operations (which includes the Company’s acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services) and the home care agencies operations (which provide in-home outpatient care). U.S. GAAP requires (1) that financial information be disclosed for operating segments that meet a 10% quantitative threshold of the consolidated totals of net revenue, profit or loss, or total assets; and (2) that the individual reportable segments disclosed contribute at least 75% of total consolidated net revenue. Based on these measures, only the hospital operations segment meets the criteria as a separate reportable segment. Financial information for the home care agencies segment does not meet the quantitative thresholds and is therefore combined with corporate into the all other reportable segment. Additionally, as discussed in Note 3, on December 31, 2016, the Company sold 80% of its ownership interest in the home care segment. |
Derivative Instruments and Hedging Activities, Policy | Derivative Instruments and Hedging Activities . The Company records derivative instruments on the consolidated balance sheet as either an asset or liability measured at its fair value. Changes in a derivative’s fair value are recorded each period in earnings or other comprehensive income (“OCI”), depending on whether the derivative is designated and is effective as a hedged transaction, and on the type of hedge transaction. Changes in the fair value of derivative instruments recorded to OCI are reclassified to earnings in the period affected by the underlying hedged item. Any portion of the fair value of a derivative instrument determined to be ineffective under the standard is recognized in current earnings. The Company has entered into several interest rate swap agreements. See Note 8 for further discussion about the swap transactions. |
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, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company expects to adopt this ASU on January 1, 2018 and is currently developing 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. An implementation group for this ASU has been established with an implementation plan to transition to the new standard and determine its impact during 2017. Additionally, the Company plans to elect to apply the full retrospective approach upon adoption. 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 currently evaluating the impact that the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows. Because of the decline in the Company’s stock price within the last year, the principal impact from adopting this ASU will be an increase in the Company’s provision for income taxes due to the deficiency in income taxes recorded for book purposes over the vesting of the outstanding share-based awards compared to the actual tax deduction that will be recognized upon vesting. In January 2017, the FASB issued ASU 2017-04, which simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. Instead of a two-step impairment model, if the carrying amount of a reporting unit exceeds its fair value as determined in step one of the impairment test, an impairment loss is measured at the amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This ASU is effective for any interim or annual impairment tests for fiscal years beginning after December 15, 2019, with early adoption permitted. As noted in the Company’s critical accounting policy discussion on goodwill, during the fourth quarter of 2016 the Company performed its annual goodwill impairment analysis. While the result of the step two valuation in that analysis did not indicate an impairment of goodwill, the initial calculation of reporting unit fair value in the step one test indicated that the carrying amount of the hospital reporting unit exceeded its fair value by approximately $800 million. Depending on future changes in fair value and the impact of allocated goodwill for planned divestitures, at adoption there could be a material impairment charge recorded for this excess amount. The Company is evaluating whether to early adopt this ASU and what impact it will have on its consolidated financial position and results of operations . |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions And Divestitures [Abstract] | |
Acquisitions 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. 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 Intangible33
Goodwill and Other Intangible Assets (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Asset Impairment [Abstract] | |
Goodwill, Policy | Year Ended December 31, 2016 2015 Balance, beginning of year $ 8,965 $ 8,951 Goodwill acquired as part of acquisitions during current year 71 39 Consideration and purchase price allocation adjustments for prior year’s acquisitions and other adjustments - 11 Goodwill allocated to QHC in the spin-off (709) - Goodwill in the home care operations reporting unit included in the sale of a majority interest in the home care division (46) - Goodwill allocated to hospitals held for sale (365) (36) Impairment of goodwill (1,395) - Balance, end of year $ 6,521 $ 8,965 Goodwill is allocated to each identified reporting unit, which is defined as an operating segment or one level below the operating segment (referred to as a component of the entity). Management has determined that the Company’s operating segments meet the criteria to be classified as reporting units. During the year ended December 31, 2016, the Company allocated approximately $709 million of goodwill to the spin-off of QHC, including approximately $33 million of goodwill related to the former management services reporting unit and approximately $676 million of goodwill allocated from the hospital operations reporting unit based on the relative fair value of the hospitals that were included in the QHC distribution. Additionally, the Company allocated approximately $46 million of goodwill related to the sale of the home care operations reporting unit on December 31, 2016. At December 31, 2016, after giving effect to the disposition of QHC, the sale of an 80% majority ownership interest in the Company’s home care division and the $1.395 billion impairment charge discussed below, the Company had approximately $6.5 billion of goodwill recorded, all of which resides at its hospital operations reporting unit. Goodwill is evaluated for impairment at the same time every year and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. There is a two-step method for determining goodwill impairment. Step one is to compare the fair value of the reporting unit with the unit’s carrying amount, including goodwill. If this test indicates the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit’s goodwill utilizing a hypothetical purchase price allocation with the carrying value of the reporting unit’s goodwill. The Company performed its last annual goodwill evaluation during the fourth quarter of 2016. No impairment was indicated by this evaluation. The next annual goodwill evaluation will be performed during the fourth quarter of 2017, or sooner if the Company identifies certain indicators of impairment. While no impairment was indicated by the fourth quarter of 2016 evaluation, the reduction in the Company’s fair value and the resulting goodwill impairment charge recorded during 2016 reduced the excess of fair value calculated in the step two analysis over the carrying value of the Company’s hospital operations reporting unit to an amount less than 1% of the Company’s carrying value. This minimal amount in the excess fair value over carrying value of the hospital operations reporting unit increases the risk that future declines in fair value could result in goodwill impairment. The determination of fair value in step one of the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock or fair value of long-term debt, estimates of future revenue and expense growth, estimated market multiples expected capital expenditures, income tax rates, and costs of invested capital. Future estimates of fair value could be adversely affected if the actual outcome of one or more of these assumptions changes materially in the future, including further decline in the Company’s stock price or fair value of long-term debt, lower than expected hospital volumes, or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future. The Company estimates the fair value of the related reporting units using both a discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium, in order to gain sufficient ownership to set policies, direct operations and control management decisions. |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Policy) | 12 Months Ended |
Dec. 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 9 . 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. 5⅛% Senior Secured Notes due 2018. Estimated fair value is based on the closing market price for these notes. 5⅛% Senior Secured Notes due 2021. 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 (Policy)
Fair Value (Policy) | 12 Months Ended |
Dec. 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 years ending December 31, 2016 or December 31, 2015 . |
Commitments and Contingencies (
Commitments and Contingencies (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Legal Costs, Policy | Legal Matters. 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 Consol37
Supplemental Condensed Consolidating Financial Information (Policy) | 12 Months Ended |
Dec. 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 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 7. The C ompany’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Effective with the spin-off of QHC, all subsidiaries of the Company that were part of that distribution have been removed as guarantors. Amounts for prior periods have been revised to reflect the status of guarantors or non-guarantors as of December 31, 2016. |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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) | Year Ended December 31, 2016 2015 2014 Medicare $ 5,089 $ 5,439 $ 5,327 Medicaid 2,234 2,532 2,332 Managed Care and other third-party payors 11,354 11,816 11,109 Self-pay 2,598 2,777 2,793 Total $ 21,275 $ 22,564 $ 21,561 |
Accounting for Stock-Based Co39
Accounting for Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting for Stock-Based Compensation [Abstract] | |
Schedule of Share-based Compensation Expense | Year Ended December 31, 2016 2015 2014 Effect on (loss) income from continuing operations before income taxes $ (46) $ (59) $ (54) Effect on net (loss) income $ (27) $ (35) $ (34) |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted- Aggregate Average Intrinsic Weighted- Remaining Value as of Average Contractual December 31, Shares Exercise Price Term 2016 Outstanding at December 31, 2013 3,737,545 $ 34.88 Granted - - Exercised (1,768,473) 37.06 Forfeited and cancelled (15,345) 29.92 Outstanding at December 31, 2014 1,953,727 32.94 Granted - - Exercised (711,568) 35.15 Forfeited and cancelled (10,001) 34.96 Outstanding at December 31, 2015 1,232,158 31.65 Granted - - Exercised - - Forfeited and cancelled (46,838) 27.44 Outstanding at December 31, 2016 1,185,320 $ 28.12 3.0 years $ - Exercisable at December 31, 2016 1,185,320 $ 28.12 3.0 years $ - |
Schedule of Share-based Compensation, Restricted Stock, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2013 1,607,489 $ 35.13 Granted 2,011,000 41.35 Vested (846,818) 34.60 Forfeited (11,032) 37.37 Unvested at December 31, 2014 2,760,639 39.82 Granted 1,254,500 47.69 Vested (1,156,226) 37.61 Forfeited (13,334) 41.32 Unvested at December 31, 2015 2,845,579 44.18 Granted 1,611,049 14.11 Vested (1,343,003) 43.39 Forfeited (144,340) 19.99 Unvested at December 31, 2016 2,969,285 29.39 |
Schedule of Share-based Compensation, Restricted Stock Units Award, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2013 55,536 $ 31.33 Granted 21,684 41.51 Vested (27,858) 30.87 Forfeited - - Unvested at December 31, 2014 49,362 36.07 Granted 21,024 47.70 Vested (27,708) 31.76 Forfeited - - Unvested at December 31, 2015 42,678 44.59 Granted 99,140 16.90 Vested (21,432) 43.87 Forfeited - - Unvested at December 31, 2016 120,386 22.06 |
Acquisitions and Divestitures40
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | 2016 2015 2014 Current assets $ 7 N/A $ 29 Property and equipment 69 N/A 257 Goodwill 57 N/A 19 Intangible assets 10 N/A - Other long-term assets 3 N/A 28 Liabilities (10) N/A (46) Noncontrolling interests (28) N/A (10) Total identifiable net assets $ 108 N/A $ 277 |
Schedule of Net Operating Revenues and Loss and Assets and Liabilities Classified as Discontinued Operations | Year Ended December 31, 2016 2015 2014 Net operating revenues $ 99 $ 114 $ 426 Loss from operations of entities sold or held for sale before income taxes (11) (42) (11) Impairment of hospitals sold or held for sale (12) (8) (71) Loss on sale, net - (6) - Loss from discontinued operations, before taxes (23) (56) (82) Income tax benefit (8) (20) (25) Loss from discontinued operations, net of taxes $ (15) $ (36) $ (57) |
Health Management Associates, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | Cash paid $ 2,778 Shares issued 736 Contingent value right 17 Total consideration $ 3,531 Current assets $ 1,519 Property and equipment 2,895 Goodwill 4,494 Intangible assets 112 Other long-term assets 508 Liabilities (5,662) Noncontrolling interests (335) Total identifiable net assets $ 3,531 |
Spin-Off of Quorum Health Cor41
Spin-Off of Quorum Health Corporation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Spin-Off of Quorum Health Corporation [Abstract] | |
Schedule of Operating Results included in Consolidated Statement of Income | Year Ended December 31, 2016 2015 2014 (Loss) income from operations before income taxes $ (12) $ 21 $ 14 Less: Income attributable to noncontrolling interests 1 3 - (Loss) income from operations before income taxes attributable to Community Health Systems, Inc. $ (13) $ 18 $ 14 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | Year Ended December 31, 2016 2015 Balance, beginning of year $ 8,965 $ 8,951 Goodwill acquired as part of acquisitions during current year 71 39 Consideration and purchase price allocation adjustments for prior year’s acquisitions and other adjustments - 11 Goodwill allocated to QHC in the spin-off (709) - Goodwill in the home care operations reporting unit included in the sale of a majority interest in the home care division (46) - Goodwill allocated to hospitals held for sale (365) (36) Impairment of goodwill (1,395) - Balance, end of year $ 6,521 $ 8,965 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of Provision for Income Taxes for Income from Continuing Operations | Year Ended December 31, 2016 2015 2014 Current: Federal $ 5 $ 7 $ (29) State 7 7 3 12 14 (26) Deferred: Federal (88) 103 106 State (28) (1) 2 (116) 102 108 Total (benefit from) provision for income taxes for (loss) income from continuing operations $ (104) $ 116 $ 82 |
Schedule of Reconciliation between the Statutory Federal Income Tax Rate and the Effective Tax Rate | Year Ended December 31, 2016 2015 2014 Amount % Amount % Amount % Provision for income taxes at statutory federal rate $ (600) 35.0 % $ 144 35.0 % $ 120 35.0 % State income taxes, net of federal income tax benefit (1) 0.1 13 3.3 11 3.2 Release of unrecognized tax benefit - - - - (9) (2.6) Net income attributable to noncontrolling interests (33) 1.9 (35) (8.6) (39) (11.5) Change in valuation allowance (1) 0.1 (2) (0.4) - - Federal and state tax credits (6) 0.3 (5) (1.2) (4) (1.2) Nondeductible transaction costs 3 (0.2) - - 3 0.9 Nondeductible goodwill 536 (31.2) - - - - Other (2) 0.1 1 0.3 - - (Benefit from) provision for income taxes and effective tax rate for (loss) income from continuing operations $ (104) 6.1 % $ 116 28.4 % $ 82 23.8 % |
Schedule of Components of Deferred Income Taxes | December 31, 2016 2015 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 412 $ - $ 609 $ - Property and equipment - 583 - 836 Self-insurance liabilities 130 - 149 - Prepaid expenses - 61 - 62 Intangibles - 238 - 353 Investments in unconsolidated affiliates - 81 - 133 Other liabilities - 22 - 16 Long-term debt and interest - 12 - 20 Accounts receivable 70 - 21 - Accrued vacation 56 - 66 - Other comprehensive income 38 - 45 - Stock-based compensation 23 - 31 - Deferred compensation 132 - 125 - Other 125 - 117 - 986 997 1,163 1,420 Valuation allowance (385) - (336) - Total deferred income taxes $ 601 $ 997 $ 827 $ 1,420 |
Schedule of Reconciliation of the Total Amount of Unrecognized Tax Benefit | Year Ended December 31, 2016 2015 2014 Unrecognized tax benefit, beginning of year $ 15 $ 16 $ - Gross increases — assumed liability of acquired entity - - 26 Gross increases — tax positions in current period 4 - - Reductions — tax positions in prior period - - (8) Lapse of statute of limitations (1) (1) (1) Settlements - - (1) Unrecognized tax benefit, end of year $ 18 $ 15 $ 16 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Debt | December 31, 2016 2015 Credit Facility: Term A Loan $ 745 $ 844 Term F Loan 1,435 1,671 Term G Loan 1,510 1,568 Term H Loan 2,776 2,884 Revolving credit loans (10) 147 8% Senior Notes due 2019 1,920 1,992 7⅛% Senior Notes due 2020 1,189 1,186 5⅛% Senior Secured Notes due 2018 698 1,587 5⅛% Senior Secured Notes due 2021 972 967 6⅞% Senior Notes due 2022 2,932 2,921 Receivables Facility 675 699 Capital lease obligations 328 227 Other 74 92 Total debt 15,244 16,785 Less current maturities (455) (229) Total long-term debt $ 14,789 $ 16,556 |
Schedule of Maturities of Long-term Debt | Year Amount 2017 $ 455 2018 3,054 2019 3,641 2020 1,240 2021 3,790 Thereafter 3,257 Total maturities 15,437 Less: Deferred debt issuance costs (204) Plus unamortized note premium 11 Total long-term debt $ 15,244 |
Notes Payable to Banks [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Long-term Debt | Year Amount 2017 $ 149 2018 1,895 2019 1,678 2020 29 2021 2,782 Thereafter - Total maturities 6,533 Less: Deferred debt issuance costs (77) Total term loans and outstanding revolving credit loans $ 6,456 |
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, 2016 to November 14, 2017 102.000 % November 15, 2017 to November 14, 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, 2016 to August 14, 2017 101.281 % August 15, 2017 to August 14, 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 Instr45
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping | December 31, 2016 December 31, 2015 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 238 $ 238 $ 184 $ 184 Available-for-sale securities 299 299 271 271 Trading securities 80 80 61 61 Liabilities: Contingent Value Right 1 1 2 2 Credit Facility 6,456 6,370 7,114 7,115 8% Senior Notes 1,920 1,615 1,992 2,018 7 ⅛ % Senior Notes 1,189 917 1,186 1,193 5 ⅛ % Senior Secured Notes due 2018 698 690 1,587 1,610 5⅛% Senior Secured Notes due 2021 972 930 967 997 6⅞% Senior Notes 2,932 2,102 2,921 2,858 Receivables Facility and other debt 749 749 791 791 |
Schedule of Interest Rate Swaps | Swap # Notional Amount (in millions) Fixed Interest Rate Termination Date Fair Value (in millions) 1 $ 200 2.055 % July 25, 2019 $ 3 2 200 2.059 % July 25, 2019 2 3 400 1.882 % August 30, 2019 3 4 200 2.515 % August 30, 2019 5 5 200 2.613 % August 30, 2019 5 6 300 2.041 % August 30, 2020 2 7 300 2.738 % August 30, 2020 9 8 300 2.892 % August 30, 2020 11 9 300 2.363 % January 27, 2021 5 10 200 2.368 % January 27, 2021 4 |
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 Year Ended December 31, 2016 2015 2014 Interest rate swaps $ (27) $ (51) $ (41) |
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) Year Ended December 31, 2016 2015 2014 Interest expense, net $ 54 $ 42 $ 61 |
Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet | Asset Derivatives Liability Derivatives December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Balance Balance Balance Balance Sheet Sheet Sheet Sheet Location Fair Value Location Fair Value Location Fair Value Location Fair Value Derivatives Other Other Other Other designated as assets, assets, long- long- hedging instruments net $ - net $ - term liabilities $ 49 term liabilities $ 76 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | December 31, 2016 Level 1 Level 2 Level 3 Available-for-sale securities $ 299 $ 163 $ 136 $ - Trading securities 80 80 - - Total assets $ 379 $ 243 $ 136 $ - Contingent Value Right (CVR) $ 1 $ 1 $ - $ - CVR-related liability 252 - - 252 Fair value of interest rate swap agreements 49 - 49 - Total liabilities $ 302 $ 1 $ 49 $ 252 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 | Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2016: Debt securities and debt-based mutual funds Government and corporate $ 232 $ - $ (9) $ 223 Equity securities and equity-based mutual funds Domestic 67 3 - 70 International 6 - - 6 Totals $ 305 $ 3 $ (9) $ 299 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2015: Debt securities and debt-based mutual funds Government and corporate $ 161 $ 1 $ (6) $ 156 Equity securities and equity-based mutual funds Domestic 79 15 (1) 93 International 21 1 - 22 Totals $ 261 $ 17 $ (7) $ 271 |
Contractual Maturities of Debt Securities | December 31, 2016 December 31, 2015 Amortized Estimated Amortized Estimated Cost Fair Values Cost Fair Values Within 1 year $ 2 $ 2 $ 1 $ 1 After 1 year and through year 5 40 40 12 12 After 5 years and through year 10 42 40 11 11 After 10 years 57 54 22 22 |
Gross Realized Gains and Losses and Investment Income on Available-for-sale Securities | Year Ended December 31, 2016 2015 2014 Realized gains $ 28 $ 8 $ 13 Realized losses (6) (6) (3) Investment income 7 8 8 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating and Capital Leases | Year Ending December 31, Operating (1) Capital 2017 $ 269 $ 43 2018 207 32 2019 156 27 2020 118 22 2021 81 22 Thereafter 246 315 Total minimum future payments $ 1,077 461 Less: Imputed interest (133) Total capital lease obligations 328 Less: Current portion (26) Long-term capital lease obligations $ 302 (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future of $15 million. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Schedule of Impact of Noncontrolling Interest to Stockholders' Equity | Year Ended December 31, 2016 2015 2014 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (1,721) $ 158 $ 92 Transfers from the noncontrolling interests: Net decrease in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests (9) (16) (2) Net transfers from the noncontrolling interests (9) (16) (2) Change to Community Health Systems, Inc. stockholders’ equity from net (loss) income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (1,730) $ 142 $ 90 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | Year Ended December 31, 2016 2015 2014 Numerator: (Loss) income from continuing operations, net of taxes $ (1,611) $ 295 $ 260 Less: Income from continuing operations attributable to noncontrolling interests, net of taxes 95 101 111 (Loss) income from continuing operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ (1,706) $ 194 $ 149 Loss from discontinued operations, net of taxes $ (15) $ (36) $ (57) 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 $ (15) $ (36) $ (57) Denominator: Weighted-average number of shares outstanding — basic 110,730,971 114,454,674 111,579,088 Effect of dilutive securities: Restricted stock awards - 449,961 377,190 Employee stock options - 357,188 578,395 Other equity-based awards - 10,581 14,647 Weighted-average number of shares outstanding — diluted 110,730,971 115,272,404 112,549,320 |
Schedule of Antidilutive Securities | Year Ended December 31, 2016 2015 2014 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 2,554,627 255,564 472,570 |
Equity Investments (Tables)
Equity Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Investments [Abstract] | |
Schedule of Financial Information Related to Unconsolidated Entities-Balance Sheet | December 31, 2016 2015 Current assets $ 54 $ 283 Noncurrent assets 112 838 Total assets $ 166 $ 1,121 Current liabilities $ 17 $ 111 Noncurrent liabilities 2 2 Members’ equity 147 1,008 Total liabilities and equity $ 166 $ 1,121 |
Schedule of Financial Information Related to Unconsolidated Entities Included in Consolidated Statement of Income | Year Ended December 31, 2016 2015 2014 Revenues $ 731 $ 1,494 $ 1,368 Operating costs and expenses 602 1,287 1,184 Income from continuing operations before taxes 129 207 184 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Information [Abstract] | |
Schedule of Segment Reporting Information by Segment | Year Ended December 31, 2016 2015 2014 Net operating revenues: Hospital operations $ 18,210 $ 19,234 $ 18,399 Corporate and all other 228 203 240 Total $ 18,438 $ 19,437 $ 18,639 (Loss) income from continuing operations before income taxes: Hospital operations $ (1,418) $ 767 $ 772 Corporate and all other (297) (356) (430) Total $ (1,715) $ 411 $ 342 Expenditures for segment assets: Hospital operations $ 727 $ 915 $ 817 Corporate and all other 17 38 36 Total $ 744 $ 953 $ 853 December 31, 2016 2015 Total assets: Hospital operations $ 20,582 $ 25,005 Corporate and all other 1,362 1,590 Total $ 21,944 $ 26,595 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) 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 before reclassifications (17) 2 1 (14) Amounts reclassified from accumulated other comprehensive income 34 (13) 2 23 Net current-period other comprehensive (loss) income 17 (11) 3 9 AOCI distributed to QHC in spin-off - - 2 2 Balance as of December 31, 2016 $ (31) $ (10) $ (21) $ (62) 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 before reclassifications (32) (6) (1) (39) Amounts reclassified from accumulated other comprehensive income 27 - 2 29 Net current-period other comprehensive (loss) income (5) (6) 1 (10) Balance as of December 31, 2015 $ (48) $ 1 $ (26) $ (73) |
Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Loss | Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2016 (loss) income is presented Gains and losses on cash flow hedges Interest rate swaps $ (54) Interest expense, net 20 Tax benefit $ (34) Net of tax Amortization of defined benefit pension items Prior service costs $ (2) Salaries and benefits Actuarial losses (1) Salaries and benefits (3) Total before tax 1 Tax benefit $ (2) Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2015 income is presented Gains and losses on cash flow hedges Interest rate swaps $ (42) Interest expense, net 15 Tax benefit $ (27) Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Actuarial losses (2) Salaries and benefits (3) Total before tax 1 Tax benefit $ (2) Net of tax |
Commitments and Contingencies53
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and 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, 2014 $ 24 $ 18 $ - $ 6 Settlements paid 26 - 3 23 Legal expenses incurred and/or paid during the year ended December 31, 2015 8 - 1 7 As of December 31, 2015 $ 58 $ 18 $ 4 $ 36 Settlements paid 1 - - 1 Legal expenses incurred and/or paid during the year ended December 31, 2016 3 - - 3 As of December 31, 2016 $ 62 $ 18 $ 4 $ 40 |
Schedule of 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, 2014 $ 265 $ 29 $ 125 Expense (income) 4 (12) 20 Cash payments (8) (17) (135) Balance as of December 31, 2015 $ 261 $ - $ 10 (Income) expense (8) - 14 Reserve for insured claim - - 1 Cash payments (1) - (11) Balance as of December 31, 2016 $ 252 $ - $ 14 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Data | Quarter 1 st 2 nd 3 rd 4 th Total (2) (in millions, except share and per share data) Year ended December 31, 2016: Net operating revenues $ 4,999 $ 4,590 $ 4,380 $ 4,469 $ 18,438 Income (loss) from continuing operations before income taxes 63 (1,543) (83) (152) (1,715) Income (loss) from continuing operations 37 (1,405) (54) (189) (1,611) Loss from discontinued operations (1) (1) (2) (9) (15) Net income (loss) attributable to Community Health Systems, Inc. $ 11 $ (1,432) $ (79) $ (220) $ (1,721) Basic earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.11 $ (12.90) $ (0.69) $ (1.91) $ (15.41) Discontinued operations (0.01) (0.01) (0.02) (0.09) (0.13) Net income (loss) $ 0.10 $ (12.91) $ (0.71) $ (1.99) $ (15.54) Diluted earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.11 $ (12.90) $ (0.69) $ (1.91) $ (15.41) Discontinued operations (0.01) (0.01) (0.02) (0.09) (0.13) Net income (loss) $ 0.10 $ (12.91) $ (0.71) $ (1.99) $ (15.54) Weighted-average number of shares outstanding: Basic 110,247,867 110,879,285 110,888,040 110,905,052 110,730,971 Diluted 110,309,372 110,879,285 110,888,040 110,905,052 110,730,971 Year ended December 31, 2015: Net operating revenues $ 4,911 $ 4,882 $ 4,846 $ 4,798 $ 19,437 Income (loss) from continuing operations before income taxes 168 214 121 (91) 411 Income (loss) from continuing operations 112 140 83 (40) 295 Loss from discontinued operations (13) (6) (8) (9) (36) Net income (loss) attributable to Community Health Systems, Inc. $ 79 $ 111 $ 52 $ (83) $ 158 Basic earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.80 $ 1.02 $ 0.52 $ (0.66) $ 1.69 Discontinued operations (0.11) (0.06) (0.07) (0.08) (0.31) Net income (loss) $ 0.69 $ 0.96 $ 0.45 $ (0.73) $ 1.38 Diluted earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ 0.79 $ 1.01 $ 0.51 $ (0.66) $ 1.68 Discontinued operations (0.11) (0.06) (0.07) (0.08) (0.31) Net income (loss) $ 0.68 $ 0.95 $ 0.44 $ (0.73) $ 1.37 Weighted-average number of shares outstanding: Basic 114,419,590 115,194,899 115,319,986 112,891,505 114,454,674 Diluted 115,057,668 116,100,417 116,368,157 112,891,505 115,272,404 (1) Total per share amounts may not add due to rounding. (2) Total quarterly amounts may not add due to rounding. |
Supplemental Condensed Consol55
Supplemental Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Schedule of Condensed Consolidating Statement of Income | Condensed Consolidating Statement of Loss Year Ended December 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (25) $ 13,213 $ 8,087 $ - $ 21,275 Provision for bad debts - - 1,902 935 - 2,837 Net operating revenues - (25) 11,311 7,152 - 18,438 Operating costs and expenses: Salaries and benefits - - 4,569 4,055 - 8,624 Supplies - - 1,990 1,021 - 3,011 Other operating expenses - - 2,823 1,425 - 4,248 Government and other legal settlements and related costs - - 16 - - 16 Electronic health records incentive reimbursement - - (42) (28) - (70) Rent - - 235 215 - 450 Depreciation and amortization - - 734 366 - 1,100 Impairment and (gain) loss on sale of businesses, net - - 1,409 510 - 1,919 Total operating costs and expenses - - 11,734 7,564 - 19,298 Loss from operations - (25) (423) (412) - (860) Interest expense, net - 241 655 66 - 962 Loss from early extinguishment of debt - 30 - - - 30 Gain on sale of investments in unconsolidated affiliates - - (94) - - (94) Equity in earnings of unconsolidated affiliates 1,721 1,461 467 - (3,692) (43) (Loss) income from continuing operations before income taxes (1,721) (1,757) (1,451) (478) 3,692 (1,715) Provision for (benefit from) income taxes - (36) 7 (75) - (104) (Loss) income from continuing operations (1,721) (1,721) (1,458) (403) 3,692 (1,611) Discontinued operations, net of taxes: (Loss) income from operations of entities sold or held for sale - - (9) 2 - (7) Impairment of hospitals sold or held for sale - - (2) (6) - (8) Loss from discontinued operations, net of taxes - - (11) (4) - (15) Net (loss) income (1,721) (1,721) (1,469) (407) 3,692 (1,626) Less: Net income attributable to noncontrolling interests - - - 95 - 95 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (1,721) $ (1,721) $ (1,469) $ (502) $ 3,692 $ (1,721) Condensed Consolidating Statement of Income Year Ended December 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (20) $ 12,983 $ 9,601 $ - $ 22,564 Provision for bad debts - - 1,961 1,166 - 3,127 Net operating revenues - (20) 11,022 8,435 - 19,437 Operating costs and expenses: Salaries and benefits - - 4,506 4,485 - 8,991 Supplies - - 1,911 1,137 - 3,048 Other operating expenses - - 2,693 1,827 - 4,520 Government and other legal settlements and related costs - - 4 - - 4 Electronic health records incentive reimbursement - - (95) (65) - (160) Rent - - 223 234 - 457 Depreciation and amortization - - 729 443 - 1,172 Impairment and (gain) loss on sale of businesses, net - - 55 13 - 68 Total operating costs and expenses - - 10,026 8,074 - 18,100 (Loss) income from operations - (20) 996 361 - 1,337 Interest expense, net - 107 742 124 - 973 Loss from early extinguishment of debt - 16 - - - 16 Equity in earnings of unconsolidated affiliates (158) (226) (106) - 427 (63) Income from continuing operations before income taxes 158 83 360 237 (427) 411 (Benefit from) provision for income taxes - (75) 136 55 - 116 Income (loss) from continuing operations 158 158 224 182 (427) 295 Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - (3) (24) - (27) Impairment of hospitals sold or held for sale - - (5) - - (5) Loss on sale, net - - - (4) - (4) Loss from discontinued operations, net of taxes - - (8) (28) - (36) Net income 158 158 216 154 (427) 259 Less: Net income attributable to noncontrolling interests - - - 101 - 101 Net income attributable to Community Health Systems, Inc. stockholders $ 158 $ 158 $ 216 $ 53 $ (427) $ 158 Condensed Consolidating Statement of Income Year Ended December 31, 2014 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (18) $ 12,420 $ 9,159 $ - $ 21,561 Provision for bad debts - - 1,819 1,103 - 2,922 Net operating revenues - (18) 10,601 8,056 - 18,639 Operating costs and expenses: Salaries and benefits - - 4,394 4,224 - 8,618 Supplies - - 1,804 1,058 - 2,862 Other operating expenses - - 2,401 1,921 - 4,322 Government and other legal settlements and related costs - - 101 - - 101 Electronic health records incentive reimbursement - - (149) (110) - (259) Rent - - 216 218 - 434 Depreciation and amortization - - 708 398 - 1,106 Amortization of software to be abandoned - - 45 30 - 75 Impairment and (gain) loss on sale of businesses, net - - 40 1 - 41 Total operating costs and expenses - - 9,560 7,740 - 17,300 (Loss) income from operations - (18) 1,041 316 - 1,339 Interest expense, net - (10) 492 490 - 972 Loss from early extinguishment of debt - 73 - - - 73 Equity in earnings of unconsolidated affiliates (92) (222) 179 - 87 (48) Income (loss) from continuing operations before income taxes 92 141 370 (174) (87) 342 Provision for (benefit from) income taxes - 49 136 (103) - 82 Income (loss) from continuing operations 92 92 234 (71) (87) 260 Discontinued operations, net of taxes: (Loss) income from operations of entities sold or held for sale - - (12) 5 - (7) Impairment of hospitals sold or held for sale - - - (50) - (50) Loss from discontinued operations, net of taxes - - (12) (45) - (57) Net income (loss) 92 92 222 (116) (87) 203 Less: Net income attributable to noncontrolling interests - - - 111 - 111 Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 92 $ 92 $ 222 $ (227) $ (87) $ 92 |
Schedule of Condensed Consolidating Statement of Comprehensive Income | Condensed Consolidating Statement of Comprehensive Loss Year Ended December 31, 2016 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (1,721) $ (1,721) $ (1,469) $ (407) $ 3,692 $ (1,626) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 17 17 - - (17) 17 Net change in fair value of available-for-sale securities, net of tax (11) (11) (11) - 22 (11) Amortization and recognition of unrecognized pension cost components, net of tax 3 3 3 - (6) 3 Other comprehensive income (loss) 9 9 (8) - (1) 9 Comprehensive loss (1,712) (1,712) (1,477) (407) 3,691 (1,617) Less: Comprehensive income attributable to noncontrolling interests - - - 95 - 95 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (1,712) $ (1,712) $ (1,477) $ (502) $ 3,691 $ (1,712) Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2015 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income $ 158 $ 158 $ 216 $ 154 $ (427) $ 259 Other comprehensive (loss) income, net of income taxes: Net change in fair value of interest rate swaps, net of tax (6) (6) - - 6 (6) Net change in fair value of available-for-sale securities, net of tax (5) (5) (5) - 10 (5) Amortization and recognition of unrecognized pension cost components, net of tax 1 1 1 - (2) 1 Other comprehensive loss (10) (10) (4) - 14 (10) Comprehensive income 148 148 212 154 (413) 249 Less: Comprehensive income attributable to noncontrolling interests - - - 101 - 101 Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 148 $ 148 $ 212 $ 53 $ (413) $ 148 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2014 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net income (loss) $ 92 $ 92 $ 222 $ (116) $ (87) $ 203 Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 13 13 - - (13) 13 Net change in fair value of available-for-sale securities, net of tax - - - - - - Amortization and recognition of unrecognized pension cost components, net of tax (9) (9) (9) - 18 (9) Other comprehensive income (loss) 4 4 (9) - 5 4 Comprehensive income (loss) 96 96 213 (116) (82) 207 Less: Comprehensive income attributable to noncontrolling interests - - - 111 - 111 Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 96 $ 96 $ 213 $ (227) $ (82) $ 96 |
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet December 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 162 $ 76 $ - $ 238 Patient accounts receivable, net of allowance for doubtful accounts - - 843 2,333 - 3,176 Supplies - - 324 156 - 480 Prepaid income taxes 17 - - - - 17 Prepaid expenses and taxes - - 133 54 - 187 Other current assets - - 283 285 - 568 Total current assets 17 - 1,745 2,904 - 4,666 Intercompany receivable 295 14,966 667 6,985 (22,913) - Property and equipment, net - - 5,403 2,746 - 8,149 Goodwill - - 3,735 2,786 - 6,521 Other assets, net 15 - 2,820 995 (1,222) 2,608 Net investment in subsidiaries 1,728 22,205 8,607 - (32,540) - Total assets $ 2,055 $ 37,171 $ 22,977 $ 16,416 $ (56,675) $ 21,944 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 149 $ 56 $ 250 $ - $ 455 Accounts payable - - 715 280 - 995 Accrued interest - 205 1 1 - 207 Accrued liabilities 17 - 775 438 - 1,230 Total current liabilities 17 354 1,547 969 - 2,887 Long-term debt - 14,018 233 538 - 14,789 Intercompany payable - 19,811 17,508 13,393 (50,712) - Deferred income taxes 411 - - - - 411 Other long-term liabilities 12 1,259 1,187 339 (1,222) 1,575 Total liabilities 440 35,442 20,475 15,239 (51,934) 19,662 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 554 - 554 Equity: Community Health Systems, Inc. stockholders’ equity: Common stock 1 - - - - 1 Additional paid-in capital 1,975 676 1,080 816 (2,572) 1,975 Accumulated other comprehensive loss (62) (62) (22) (9) 93 (62) (Accumulated deficit) retained earnings (299) 1,115 1,444 (297) (2,262) (299) Total Community Health Systems, Inc. stockholders’ equity 1,615 1,729 2,502 510 (4,741) 1,615 Noncontrolling interests in equity of consolidated subsidiaries - - - 113 - 113 Total equity 1,615 1,729 2,502 623 (4,741) 1,728 Total liabilities and equity $ 2,055 $ 37,171 $ 22,977 $ 16,416 $ (56,675) $ 21,944 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 $ - $ - $ 31 $ 153 $ - $ 184 Patient accounts receivable, net of allowance for doubtful accounts - - 924 2,687 - 3,611 Supplies - - 362 218 - 580 Prepaid income taxes 27 - - - - 27 Prepaid expenses and taxes - - 128 69 - 197 Other current assets - - 336 231 - 567 Total current assets 27 - 1,781 3,358 - 5,166 Intercompany receivable 1,159 16,540 4,062 7,479 (29,240) - Property and equipment, net - - 6,311 3,801 - 10,112 Goodwill - - 5,501 3,464 - 8,965 Other assets, net - - 2,185 1,212 (1,045) 2,352 Net investment in subsidiaries 3,438 20,257 9,354 - (33,049) - Total assets $ 4,624 $ 36,797 $ 29,194 $ 19,314 $ (63,334) $ 26,595 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 162 $ 49 $ 18 $ - $ 229 Accounts payable - - 785 473 - 1,258 Accrued interest - 226 - 1 - 227 Accrued liabilities 4 - 824 530 - 1,358 Total current liabilities 4 388 1,658 1,022 - 3,072 Long-term debt - 15,605 136 815 - 16,556 Intercompany payable - 16,150 22,232 15,524 (53,906) - Deferred income taxes 593 - - - - 593 Other long-term liabilities 8 1,216 1,196 322 (1,044) 1,698 Total liabilities 605 33,359 25,222 17,683 (54,950) 21,919 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 571 - 571 Equity: Community Health Systems, Inc. stockholders’ equity: Common stock 1 - - - - 1 Additional paid-in capital 1,963 1,324 1,505 965 (3,794) 1,963 Treasury stock, at cost (7) - - - - (7) Accumulated other comprehensive loss (73) (73) (21) (3) 97 (73) Retained earnings 2,135 2,187 2,488 12 (4,687) 2,135 Total Community Health Systems, Inc. stockholders’ equity 4,019 3,438 3,972 974 (8,384) 4,019 Noncontrolling interests in equity of consolidated subsidiaries - - - 86 - 86 Total equity 4,019 3,438 3,972 1,060 (8,384) 4,105 Total liabilities and equity $ 4,624 $ 36,797 $ 29,194 $ 19,314 $ (63,334) $ 26,595 |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 14 $ (335) $ 1,322 $ 136 $ - $ 1,137 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (3) (120) - (123) Purchases of property and equipment - - (519) (225) - (744) Proceeds from disposition of hospitals and other ancillary operations - - 16 127 - 143 Proceeds from sale of property and equipment - - 8 7 - 15 Purchases of available-for-sale securities - - (263) (242) - (505) Proceeds from sales of available-for-sale securities - - 218 246 - 464 Proceeds from sale of investments in unconsolidated affiliates - - 403 - - 403 Distribution from Quorum Health Corporation - 1,219 - - - 1,219 Increase in other investments - - (178) (64) - (242) Net cash provided by (used in) investing activities - 1,219 (318) (271) - 630 Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (6) - - - - (6) Deferred financing costs and other debt-related costs - (26) - - - (26) Redemption of noncontrolling investments in joint ventures - - - (19) - (19) Distributions to noncontrolling investors in joint ventures - - - (92) - (92) Proceeds from sale-lease back - - 147 12 - 159 Changes in intercompany balances with affiliates, net (8) 801 (980) 187 - - Borrowings under credit agreements - 4,848 28 3 - 4,879 Proceeds from receivables facility - - - 107 - 107 Repayments of long-term indebtedness - (6,507) (68) (140) - (6,715) Net cash (used in) provided by financing activities (14) (884) (873) 58 - (1,713) Net change in cash and cash equivalents - - 131 (77) - 54 Cash and cash equivalents at beginning of period - - 31 153 - 184 Cash and cash equivalents at end of period $ - $ - $ 162 $ 76 $ - $ 238 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (25) $ 159 $ 569 $ 218 $ - $ 921 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (21) (36) - (57) Purchases of property and equipment - - (660) (293) - (953) Proceeds from disposition of hospitals and other ancillary operations - - 21 134 - 155 Proceeds from sale of property and equipment - - 7 8 - 15 Purchases of available-for-sale securities - - (53) (109) - (162) Proceeds from sales of available-for-sale securities - - 46 110 - 156 Increase in other investments - - (156) (49) - (205) Net cash used in investing activities - - (816) (235) - (1,051) Cash flows from financing activities: Proceeds from exercise of stock options 25 - - - - 25 Repurchase of restricted stock shares for payroll tax withholding requirements (20) - - - - (20) Stock buy-back (159) - - - - (159) Deferred financing costs and other debt-related costs - (30) - - - (30) Proceeds from noncontrolling investors in joint ventures - - - 47 - 47 Redemption of noncontrolling investments in joint ventures - - - (36) - (36) Distributions to noncontrolling investors in joint ventures - - - (100) - (100) Changes in intercompany balances with affiliates, net 179 (181) (57) 59 - - Borrowings under credit agreements - 4,880 34 8 - 4,922 Proceeds from receivables facility - - - 206 - 206 Repayments of long-term indebtedness - (4,828) (69) (153) - (5,050) Net cash provided by (used in) financing activities 25 (159) (92) 31 - (195) Net change in cash and cash equivalents - - (339) 14 - (325) Cash and cash equivalents at beginning of period - - 370 139 - 509 Cash and cash equivalents at end of period $ - $ - $ 31 $ 153 $ - $ 184 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by operating activities $ 176 $ 319 $ 919 $ 201 $ - $ 1,615 Cash flows from investing activities: Acquisitions of facilities and other related equipment - - (2,876) (215) - (3,091) Purchases of property and equipment - - (577) (276) - (853) Proceeds from disposition of hospitals and other ancillary operations - - 3 85 - 88 Proceeds from sale of property and equipment - - 41 9 - 50 Purchases of available-for-sale securities - - (23) (240) - (263) Proceeds from sales of available-for-sale securities - - 24 205 - 229 Increase in other investments - - (352) (159) - (511) Net cash used in investing activities - - (3,760) (591) - (4,351) Cash flows from financing activities: Proceeds from exercise of stock options 65 - - - - 65 Repurchase of restricted stock shares for payroll tax withholding requirements (11) - - - - (11) Stock buy-back (9) - - - - (9) Deferred financing costs and other debt-related costs - (276) - - - (276) Proceeds from noncontrolling investors in joint ventures - - - 10 - 10 Redemption of noncontrolling investments in joint ventures - - - (158) - (158) Distributions to noncontrolling investors in joint ventures - - - (104) - (104) Changes in intercompany balances with affiliates, net (221) (3,334) 3,017 538 - - Borrowings under credit agreements - 9,081 34 16 - 9,131 Issuance of long-term debt - 4,000 - - - 4,000 Proceeds from receivables facility - - - 204 - 204 Repayments of long-term indebtedness - (9,790) (89) (101) - (9,980) Net cash (used in) provided by financing activities (176) (319) 2,962 405 - 2,872 Net change in cash and cash equivalents - - 121 15 - 136 Cash and cash equivalents at beginning of period - - 249 124 - 373 Cash and cash equivalents at end of period $ - $ - $ 370 $ 139 $ - $ 509 |
Basis of Presentation and Sig56
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)segmentstateitem | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2016USD ($) | |
Business Description [Abstract] | |||||||
Number of hospitals owned and leased by the Company | item | 155 | ||||||
Number of stand alone rehabilitation or psychiatric hospitals | item | 3 | ||||||
Number of licensed beds | item | 26,222 | ||||||
Number of States in which Entity Operates | state | 21 | ||||||
Cost of Revenue, Policy [Abstract] | |||||||
Corporate Office Costs | $ 197 | $ 266 | $ 281 | ||||
Stock-based compensation expense | 46 | 59 | 54 | ||||
Marketable Securities, Policy [Abstract] | |||||||
Change in Fair Value of Available for Sale Securities, Activity during the year, net of tax | (11) | (5) | |||||
Property and Equipment, Policy [Abstract] | |||||||
Construction in Progress, Gross | $ 267 | 227 | 267 | ||||
Interest Costs Capitalized | 9 | 16 | 10 | ||||
Purchases of property and equipment accrued in accounts payable | 115 | 173 | |||||
Non-cash investing activity through capital leases | 179 | $ 50 | $ 18 | ||||
Goodwill, Policy [Abstract] | |||||||
Impairment of goodwill | $ 1,400 | $ 1,395 | $ 1,395 | ||||
Third-Party Reimbursement [Abstract] | |||||||
Percentage of net operating revenues related to services rendered to patients covered by the Medicare and Medicaid programs | 34.40% | 35.30% | 35.50% | ||||
Percentage of revenues from Medicare outlier payments included in amounts received from Medicare | 0.38% | 0.28% | 0.41% | ||||
Amounts due to third party payors | 112 | $ 99 | $ 112 | ||||
Amounts due from third party payors | 213 | 186 | 213 | ||||
Net Operating Revenues, Policy [Abstract] | |||||||
Provision for contractual allowance included in net operating revenues | 98,200 | 95,300 | $ 84,400 | ||||
Value of administrative and other discounts provided to self-pay patients included in contractual allowances | 3,200 | 3,000 | 2,800 | ||||
Value of charity care services at the Company's standard charges included in contractual allowances | 487 | 453 | 550 | ||||
Estimated cost incurred by Company to provide charity care services | $ 64 | 64 | 84 | ||||
Allowance for Doubtful Accounts, Policy [Abstract] | |||||||
Number of days from the date of discharge over which all accounts are reserved 100% | 365 days | ||||||
Health Care Organization, Patient Service Revenue Provision for Bad Debts | $ 2,837 | 3,127 | 2,922 | ||||
Electronic Health Records Reimbursement, Policy [Abstract] | |||||||
Electronic health records incentive reimbursement under HITECH | 70 | 160 | 259 | ||||
Electronic Health Records Incentive Reimbursement, Cash Received | 123 | 75 | 253 | ||||
Physician Income Guarantees, Policy [Abstract] | |||||||
Finite-Lived Intangible Assets, Net | 31 | 14 | 31 | ||||
Concentration of Credit Risk, Policy [Abstract] | |||||||
Accounts receivable, net of contractual allowances | 3,611 | 3,176 | 3,611 | ||||
Accounting for the Impairment or Disposal of Long-Lived Assets | |||||||
Goodwill allocated to hospital disposal group held for sale | 365 | 36 | |||||
Impairment and (gain) loss on sale of business, net | $ 1,919 | 68 | 41 | ||||
Segment Reporting, Policy [Abstract] | |||||||
Number of Operating Segments | segment | 2 | ||||||
New Accounting Pronouncements, Policy [Abstract] | |||||||
Reclassification of debt issuance costs | $ 204 | $ 266 | |||||
Reporting Unit Carrying Amount In Excess Of Estimated Fair Value | 800 | ||||||
Additional Reserve [Member] | |||||||
Allowance for Doubtful Accounts, Policy [Abstract] | |||||||
Health Care Organization, Patient Service Revenue Provision for Bad Debts | 169 | ||||||
Medicare [Member] | |||||||
Concentration of Credit Risk, Policy [Abstract] | |||||||
Accounts receivable, net of contractual allowances | $ 453 | $ 402 | $ 453 | ||||
Accounts receivable, net of contractual allowances, from Medicare as a percentage of consolidated net accounts receivable, before allowance for doubtful accounts | 6.00% | 6.00% | 6.00% | ||||
Electronic Health Records Incentive Reimbursements [Member] | |||||||
Electronic Health Records Reimbursement, Policy [Abstract] | |||||||
Deferred Revenue | $ 0 | ||||||
Maximum [Member] | |||||||
Marketable Securities, Policy [Abstract] | |||||||
Change in Fair Value of Available for Sale Securities, Activity during the year, net of tax | $ 1 | ||||||
Capitalized Internal Use Software, Significant System Conversions [Member] | Minimum [Member] | |||||||
Other Assets, Policy [Abstract] | |||||||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 8 years | ||||||
Capitalized Internal Use Software, Significant System Conversions [Member] | Maximum [Member] | |||||||
Other Assets, Policy [Abstract] | |||||||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 10 years | ||||||
Capitalized Internal Use Software, Except Significant System Conversions [Member] | |||||||
Other Assets, Policy [Abstract] | |||||||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 3 years | ||||||
Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software [Member] | |||||||
Other Assets, Policy [Abstract] | |||||||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 6 years | ||||||
Physician recruitment contracts [Member] | |||||||
Physician Income Guarantees, Policy [Abstract] | |||||||
Physicians recruitment agreement period | 1 year | ||||||
Term of Physician Recruitment Contract | 3 years | ||||||
Finite-Lived Intangible Assets, Net | $ 47 | $ 37 | $ 47 | ||||
Land Improvements [Member] | Minimum [Member] | |||||||
Property and Equipment, Policy [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Land Improvements [Member] | Maximum [Member] | |||||||
Property and Equipment, Policy [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 20 years | ||||||
Building and Building Improvements [Member] | Minimum [Member] | |||||||
Property and Equipment, Policy [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Building and Building Improvements [Member] | Maximum [Member] | |||||||
Property and Equipment, Policy [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 40 years | ||||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||||
Property and Equipment, Policy [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||||
Property and Equipment, Policy [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 18 years | ||||||
Certain Facility [Member] | |||||||
Property and Equipment, Policy [Abstract] | |||||||
Non-cash investing activity through capital leases | $ 17 | ||||||
Geographic Concentration Risk [Member] | Florida [Member] | Sales Revenue, Net [Member] | |||||||
Business Description [Abstract] | |||||||
Concentration Risk, Percentage | 14.10% | 13.60% | 13.00% | ||||
Geographic Concentration Risk [Member] | Texas [Member] | Sales Revenue, Net [Member] | |||||||
Business Description [Abstract] | |||||||
Concentration Risk, Percentage | 11.40% | 11.10% | 10.90% | ||||
Geographic Concentration Risk [Member] | Pennsylvania [Member] | Sales Revenue, Net [Member] | |||||||
Business Description [Abstract] | |||||||
Concentration Risk, Percentage | 11.20% | 10.60% | 11.10% | ||||
Geographic Concentration Risk [Member] | Indiana [Member] | Sales Revenue, Net [Member] | |||||||
Business Description [Abstract] | |||||||
Concentration Risk, Percentage | 8.60% | 7.30% | 7.60% | ||||
Payson Regional Hospital [Member] | |||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | |||||||
Impairment and (gain) loss on sale of business, net | $ 6 | ||||||
Smaller Hospitals [Member] | |||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | |||||||
Impairment and (gain) loss on sale of business, net | $ 62 | $ 17 | |||||
Certain Hospitals [Member] | |||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | |||||||
Impairment of long-lived assets held for sale | $ 326 | ||||||
Impairment of long-lived assets marketed for sale | 270 | ||||||
Impairment charge recorded on the sale or closure of hospitals | 19 | ||||||
Impairment and (gain) loss on sale of business, net | $ 615 |
Basis of Presentation and Sig57
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Operating revenues (net of contractual allowances and discounts) | $ 21,275 | $ 22,564 | $ 21,561 |
Medicare [Member] | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Operating revenues (net of contractual allowances and discounts) | 5,089 | 5,439 | 5,327 |
Medicaid [Member] | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Operating revenues (net of contractual allowances and discounts) | 2,234 | 2,532 | 2,332 |
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) | 11,354 | 11,816 | 11,109 |
Self-Pay [Member] | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Operating revenues (net of contractual allowances and discounts) | $ 2,598 | $ 2,777 | $ 2,793 |
Accounting for Stock-Based Co58
Accounting for Stock-Based Compensation (Narrative) (Details) - USD ($) | Apr. 29, 2016 | Mar. 01, 2016 | Mar. 01, 2015 | Mar. 01, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate intrinsic value of options exercised | $ 9,000,000 | $ 22,000,000 | |||||
Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Price | $ 5.59 | ||||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share-based Compensation, Unrecognized Compensation Costs on Nonvested Awards | $ 0 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, Shares | 99,140 | 21,024 | 21,684 | ||||
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, Non-Option Equity Instruments, Cancelled | 106,005 | ||||||
Share-based compensation expense of cancelled shares | $ 2,000,000 | ||||||
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 | ||||||
Granted, Shares | 1,611,049 | 1,254,500 | 2,011,000 | ||||
Restricted Stock and Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share-based Compensation, Unrecognized Compensation Costs on Nonvested Awards | $ 32,000,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 19 months | ||||||
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 | ||||||
Granted, Shares | 22,021 | ||||||
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 | 5,960,188 | ||||||
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 | $ 150,000 | ||||
Share-based Compensation, Number of Shares Received by Each Director | 11,017 | 3,504 | 3,614 | ||||
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 Co59
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting for Stock-Based Compensation [Abstract] | |||
Effect on (loss) income from continuing operations before income taxes | $ (46) | $ (59) | $ (54) |
Effect on net (loss) income | $ (27) | $ (35) | $ (34) |
Accounting for Stock-Based Co60
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Stock Options, Activity) (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, shares | 1,232,158 | 1,953,727 | 3,737,545 |
Exercised, Shares | (711,568) | (1,768,473) | |
Forfeited and Cancelled, Shares | (46,838) | (10,001) | (15,345) |
Ending Balance, shares | 1,185,320 | 1,232,158 | 1,953,727 |
Beginning of Period, Weighted Average Exercise Price | $ 31.65 | $ 32.94 | $ 34.88 |
Exercised, Weighted Average Exercise Price | 35.15 | 37.06 | |
Forfeited and Cancelled, Weighted Average Exercise Price | 27.44 | 34.96 | 29.92 |
End of Period, Weighted Average Exercise Price | $ 28.12 | $ 31.65 | $ 32.94 |
Weighted Average Remaining Contractual Term | 3 years | ||
Exercisable, Shares | 1,185,320 | ||
Exercisable, Weighted Average Exercise Price | $ 28.12 | ||
Exercisable, Weighted Average Remaining Contractual Term | 3 years |
Accounting for Stock-Based Co61
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Restricted Stock, Activity) (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Unvested Shares | 2,845,579 | 2,760,639 | 1,607,489 |
Granted, Shares | 1,611,049 | 1,254,500 | 2,011,000 |
Vested, Shares | (1,343,003) | (1,156,226) | (846,818) |
Forfeited, Shares | (144,340) | (13,334) | (11,032) |
Ending Balance, Unvested Shares | 2,969,285 | 2,845,579 | 2,760,639 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 44.18 | $ 39.82 | $ 35.13 |
Granted, Weighted Average Grant Date Fair Value | 14.11 | 47.69 | 41.35 |
Vested, Weighted Average Grant Date Fair Value | 43.39 | 37.61 | 34.60 |
Forfeited, Weighted Average Grant Date Fair Value | 19.99 | 41.32 | 37.37 |
End of Period, Weighted Average Grant Date Fair Value | $ 29.39 | $ 44.18 | $ 39.82 |
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] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Unvested Shares | 42,678 | 49,362 | 55,536 |
Granted, Shares | 99,140 | 21,024 | 21,684 |
Vested, Shares | (21,432) | (27,708) | (27,858) |
Forfeited, Shares | |||
Ending Balance, Unvested Shares | 120,386 | 42,678 | 49,362 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 44.59 | $ 36.07 | $ 31.33 |
Granted, Weighted Average Grant Date Fair Value | 16.90 | 47.70 | 41.51 |
Vested, Weighted Average Grant Date Fair Value | 43.87 | 31.76 | 30.87 |
Forfeited, Weighted Average Grant Date Fair Value | |||
End of Period, Weighted Average Grant Date Fair Value | $ 22.06 | $ 44.59 | $ 36.07 |
Acquisitions and Divestitures63
Acquisitions and Divestitures (Acquisitions Narrative) (Details) | Apr. 01, 2016USD ($)item | Mar. 01, 2016USD ($)item | Nov. 01, 2014USD ($)item | Oct. 01, 2014USD ($)item | Apr. 01, 2014USD ($)item | Jan. 27, 2014USD ($)stateitem$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)stateitem | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | $ 8,951,000,000 | $ 6,521,000,000 | $ 8,965,000,000 | $ 8,951,000,000 | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent | $ 9,000,000 | 16,000,000 | 2,000,000 | |||||||
Number of States in which Entity Operates | state | 21 | |||||||||
Number of Hospitals Owned and Leased by the Company | item | 155 | |||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 214,000,000 | |||||||||
Lake Norman [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent | $ 150,000,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 30.00% | |||||||||
Upstate Carolina Medical Center [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Number of Licensed Hospital or Facility Beds | item | 125 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 4,000,000 | |||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | 0 | |||||||||
Novant [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Effective Date of Acquisition | Nov. 1, 2014 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 5,000,000 | |||||||||
Natchez Regional Medical Center [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Effective Date of Acquisition | Oct. 1, 2014 | |||||||||
Business Acquisition, Number of Licensed Hospital or Facility Beds | item | 179 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 10,000,000 | |||||||||
Prepayment of future property taxes | $ 8,000,000 | |||||||||
Period of prepayment for future property taxes will be applied to the tax liability | 17 years | |||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | 0 | |||||||||
Sharon Regional Health System [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 1, 2014 | |||||||||
Business Acquisition, Number of Licensed Hospital or Facility Beds | item | 258 | |||||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid for Fixed Assets | $ 67,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid for Working Capital | 1,000,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 9,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 77,000,000 | |||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | 8,000,000 | |||||||||
Munroe Regional Medical Center [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 1, 2014 | |||||||||
Business Acquisition, Number of Licensed Hospital or Facility Beds | item | 421 | |||||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid for Fixed Assets | $ 192,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid for Working Capital | 4,000,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 11,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 207,000,000 | |||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | 11,000,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 95.00% | |||||||||
Business Combination, Assumed Noncontrolling Interest, Fair Value | $ 10,000,000 | |||||||||
Munroe Regional Medical Center [Member] | Affiliate of Regional Not-for-Profit Healthcare System [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | |||||||||
Physicians' Specialty Hospital [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 1, 2016 | |||||||||
Business Acquisition, Number of Licensed Hospital or Facility Beds | item | 20 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 2,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 14,000,000 | |||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | $ 12,000,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | |||||||||
Business Combination, Assumed Noncontrolling Interest, Fair Value | $ 2,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid | $ 12,000,000 | |||||||||
Indiana University Health [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Effective Date of Acquisition | Mar. 1, 2016 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 8,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 104,000,000 | |||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | $ 45,000,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | |||||||||
Business Combination, Assumed Noncontrolling Interest, Fair Value | $ 25,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid | $ 96,000,000 | |||||||||
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 | 1,000,000 | 69,000,000 | ||||||||
Business Acquisition, Effective Date of Acquisition | Jan. 27, 2014 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 5,662,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | 3,531,000,000 | |||||||||
Business Acquisition, Purchase Price Allocation, Goodwill | 4,494,000,000 | 4,500,000,000 | 4,500,000,000 | |||||||
Business Combination, Assumed Noncontrolling Interest, Fair Value | 335,000,000 | |||||||||
Business Combination Consideration Transferred And Existing Indebtedness Assumed | 7,300,000,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 3,800,000,000 | |||||||||
Payments to Acquire Businesses, Gross, Per Share | $ / shares | $ 10.50 | |||||||||
Business Combination Consideration Transferred Equity Interests Issued, Per Share | shares | 0.06942 | |||||||||
Business Combination Contingent Consideration Arrangements, Contingent Value Right, Number Per Share | item | 1 | |||||||||
Business Acquisition, Number of Hospitals Acquired | item | 71 | |||||||||
Number of States in which Entity Operates | state | 15 | |||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 5,300,000,000 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 564,000,000 | |||||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid | $ 2,778,000,000 | |||||||||
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment | 2,895,000,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 112,000,000 | |||||||||
Excluding Health Management Associates Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Acquisition Related Costs | $ 5,000,000 | 8,000,000 | 13,000,000 | |||||||
Physician Practices Clinics and Other Ancillary Businesses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | 16,000,000 | 51,000,000 | 29,000,000 | |||||||
Business Combination, Assumed Noncontrolling Interest, Fair Value | 6,000,000 | 7,000,000 | ||||||||
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment | 15,000,000 | 8,000,000 | 19,000,000 | 15,000,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 14,000,000 | $ 14,000,000 | $ 39,000,000 | $ 14,000,000 | ||||||
Senior Secured Notes at 5.125, Due 2021 [Member] | Senior Secured Notes [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |||||||||
Senior Notes at 6.875, Due 2022 [Member] | Senior Notes [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 3,000,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.875% |
Acquisitions and Divestitures64
Acquisitions and Divestitures (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Millions | Jan. 27, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 6,521 | $ 8,965 | $ 8,951 | |
Health Management Associates, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 2,778 | |||
Shares issued | 736 | |||
Contingent value right | 17 | |||
Total consideration | 3,531 | |||
Current assets | 1,519 | |||
Property and equipment | 2,895 | |||
Goodwill | 4,494 | 4,500 | ||
Intangible assets | 112 | |||
Other long-term assets | 508 | |||
Liabilities | (5,662) | |||
Noncontrolling interests | (335) | |||
Total identifiable net assets | $ 3,531 | |||
Hospitals and Significant Practices Acquired [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | 7 | 29 | ||
Property and equipment | 69 | 257 | ||
Goodwill | 57 | 19 | ||
Intangible assets | 10 | |||
Other long-term assets | 3 | 28 | ||
Liabilities | (10) | (46) | ||
Noncontrolling interests | (28) | (10) | ||
Total identifiable net assets | $ 108 | $ 277 |
Acquisitions and Divestitures65
Acquisitions and Divestitures (Divestitures Narrative) (Details) $ in Millions | Dec. 31, 2016USD ($)item | Sep. 03, 2016USD ($)item | 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 ($) | Nov. 03, 2014USD ($)item | Mar. 31, 2016USD ($) | Jun. 30, 2015USD ($)item | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)item | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | 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 | $ 143 | $ 155 | $ 88 | ||||||||||||||||
Impairment of goodwill | $ 1,400 | $ 1,395 | 1,395 | ||||||||||||||||
Impairment and (gain) loss on sale of businesses, net | 1,919 | 68 | $ 41 | ||||||||||||||||
Goodwill, Written off Related to Disposal of Assets Held-for-Sale | $ 365 | 36 | |||||||||||||||||
Gain on sale | $ (4) | ||||||||||||||||||
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 | ||||||||||||||||||
Special Care Hospital [Member] | |||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||
Disposal Date | Nov. 3, 2014 | ||||||||||||||||||
Number of licensed beds | item | 67 | ||||||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 3 | ||||||||||||||||||
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 | 76 | 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 and (gain) loss on sale of businesses, net | $ 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 and (gain) loss on sale of businesses, net | $ 5 | ||||||||||||||||||
McNairy Regional Hospital [Member] | |||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||
Impairment and (gain) loss on sale of businesses, net | $ 7 | $ 0 | |||||||||||||||||
Alliance Health Blackwell [Member] | |||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||
Disposal Date | Sep. 3, 2016 | ||||||||||||||||||
Number of licensed beds | item | 53 | ||||||||||||||||||
Impairment and (gain) loss on sale of businesses, net | $ 3 | ||||||||||||||||||
Home Care [Member] | |||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||
Disposal Date | Dec. 31, 2016 | ||||||||||||||||||
Percentage of ownership interest sold | 80.00% | 80.00% | |||||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 128 | ||||||||||||||||||
Gain on sale | $ 91 |
Acquisitions and Divestitures66
Acquisitions and Divestitures (Schedule of Net Operating Revenues and Loss and Assets and Liabilities Classified as Discontinued Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Acquisitions And Divestitures [Abstract] | |||||||||||||
Net operating revenues | $ 99 | $ 114 | $ 426 | ||||||||||
Loss from operations of entities sold or held for sale before income taxes | (11) | (42) | (11) | ||||||||||
Impairment of hospitals sold or held for sale | (12) | (8) | (71) | ||||||||||
Loss on sale, net | (6) | ||||||||||||
Loss from discontinued operations, before taxes | (23) | (56) | (82) | ||||||||||
Income tax benefit | (8) | (20) | (25) | ||||||||||
Loss from discontinued operations, net of taxes | $ (9) | $ (2) | $ (1) | $ (1) | $ (9) | $ (8) | $ (6) | $ (13) | $ (15) | [1] | $ (36) | [1] | $ (57) |
[1] | Total quarterly amounts may not add due to rounding. |
Spin-Off of Quorum Health Cor67
Spin-Off of Quorum Health Corporation (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)item | Apr. 29, 2016item | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of hospitals owned and leased by the Company | 155 | |
Noncash Dividend | $ | $ 713 | |
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 |
Spin-Off of Quorum Health Cor68
Spin-Off of Quorum Health Corporation (Schedule of Operating Results included in Consolidated Statement of Income) (Details) - Quorum Health Corporation [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Loss) income from operations before income taxes | $ (12) | $ 21 | $ 14 |
Less: Income attributable to noncontrolling interests | 1 | 3 | |
(Loss) income from operations before income taxes attributable to Community Health Systems, Inc. stockholders | $ (13) | $ 18 | $ 14 |
Goodwill and Other Intangible69
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||||
Balance, beginning of year | $ 8,965 | $ 8,965 | $ 8,965 | $ 8,951 |
Goodwill acquired as part of acquisitions during current year | 71 | 39 | ||
Consideration and purchase price allocation adjustments for prior year's acquisitions and other adjustments | 11 | |||
Goodwill allocated to QHC in the spin-off | (709) | |||
Goodwill in the home care operations reporting unit included in the sale of a majority interest in the home care division | (46) | |||
Goodwill allocated to hospitals held for sale | (365) | (36) | ||
Impairment of goodwill | $ (1,400) | $ (1,395) | (1,395) | |
Balance, end of year | $ 6,521 | $ 8,965 |
Goodwill and Other Intangible70
Goodwill and Other Intangible Assets (Goodwill Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||||
Goodwill | $ 6,521 | $ 8,965 | $ 8,951 | ||
Goodwill, Impairment Loss | $ 1,400 | $ 1,395 | 1,395 | ||
Goodwill allocated to QHC in the spin-off | 709 | ||||
Hospital Operations [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 6,500 | ||||
Goodwill allocated to QHC in the spin-off | 676 | ||||
Home Care Agency Operations Reporting Unit [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 46 | ||||
Hospital Management Services Reporting Unit [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill allocated to QHC in the spin-off | $ 33 |
Goodwill and Other Intangible71
Goodwill and Other Intangible Assets (Other Intangible Assets Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired during the year | $ 10,000,000 | ||
Finite-Lived Intangible Assets, Gross | 41,000,000 | $ 82,000,000 | |
Finite-Lived Intangible Assets, Net | 14,000,000 | 31,000,000 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 86,000,000 | 121,000,000 | |
Capitalized Computer Software, Gross | 1,300,000,000 | 1,500,000,000 | |
Capitalized Computer Software, Net | 574,000,000 | 771,000,000 | |
Capitalized Computer Software, Development Stage Costs | 33,000,000 | ||
Impairment of Long-Lived Assets Held-for-use | $ 1,919,000,000 | 68,000,000 | $ 41,000,000 |
Amortization of software to be abandoned | 75,000,000 | ||
Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 6 years | ||
Acquired Finite-lived Intangible Asset, Residual Value | $ 0 | ||
Amortization expense | 14,000,000 | 15,000,000 | 13,000,000 |
Amortization expense for 2017 | 4,000,000 | ||
Amortization expense for 2018 | 3,000,000 | ||
Amortization expense for 2019 | 1,000,000 | ||
Amortization expense for 2020 | 1,000,000 | ||
Amortization expense for 2021 | 1,000,000 | ||
Amortization expense thereafter | 4,000,000 | ||
Capitalized Internal Use Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Asset, Residual Value | 0 | ||
Amortization expense | 201,000,000 | $ 212,000,000 | 260,000,000 |
Amortization expense for 2017 | 176,000,000 | ||
Amortization expense for 2018 | 125,000,000 | ||
Amortization expense for 2019 | 83,000,000 | ||
Amortization expense for 2020 | 60,000,000 | ||
Amortization expense for 2021 | 48,000,000 | ||
Amortization expense thereafter | $ 82,000,000 | ||
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 | ||
Software In-Process [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Long-Lived Assets Held-for-use | $ 24,000,000 | ||
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 |
Income Taxes (Schedule of Provi
Income Taxes (Schedule of Provision for Income Taxes for Income from Continuing Operations) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 5 | $ 7 | $ (29) |
State | 7 | 7 | 3 |
Total, Current | 12 | 14 | (26) |
Deferred: | |||
Federal | (88) | 103 | 106 |
State | (28) | (1) | 2 |
Total, Deferred | (116) | 102 | 108 |
Total (benefit from) provision for income taxes for (loss) income from continuing operations | $ (104) | $ 116 | $ 82 |
Income Taxes (Schedule of Recon
Income Taxes (Schedule of Reconciliation between the Statutory Federal Income Tax Rate and the Effective Tax Rate) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Differences between the statutory federal income tax rate and the effective tax rate | |||
Provision for income taxes at statutory federal rate, Amount | $ (600) | $ 144 | $ 120 |
State income taxes, net of federal income tax benefit, Amount | (1) | 13 | 11 |
Release of unrecognized tax benefit, Amount | (9) | ||
Net income attributable to noncontrolling interests, Amount | (33) | (35) | (39) |
Change in valuation allowance, Amount | (1) | (2) | |
Federal and state tax credits, Amount | (6) | (5) | (4) |
Nondeductible transaction costs, Amount | 3 | 3 | |
Nondeductible goodwill | 536 | ||
Other, Amount | (2) | 1 | |
Total (benefit from) provision for income taxes for (loss) income from continuing operations | $ (104) | $ 116 | $ 82 |
Provision for income taxes at statutory federal rate, Percentage | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal income tax benefit, Percentage | 0.10% | 3.30% | 3.20% |
Release of unrecognized tax benefit, Percentage | (2.60%) | ||
Net income attributable to noncontrolling interests, Percentage | 1.90% | (8.60%) | (11.50%) |
Change in valuation allowance, Percentage | 0.10% | (0.40%) | |
Federal and state tax credits, Percentage | 0.30% | (1.20%) | (1.20%) |
Nondecutible transaction costs, Percentage | (0.20%) | 0.90% | |
Nondeductible goodwill, Percentage | (31.20%) | ||
Other, Percentage | 0.10% | 0.30% | |
Total (benefit from) provision for income taxes for (loss) income from continuing operations, Percentage | 6.10% | 28.40% | 23.80% |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Deferred Income Taxes) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Net operating loss and credit carryforwards | $ 412 | $ 609 |
Self-insurance liabilities | 130 | 149 |
Accounts receivable | 70 | 21 |
Accrued vacation | 56 | 66 |
Other comprehensive income | 38 | 45 |
Stock-based compensation | 23 | 31 |
Deferred compensation | 132 | 125 |
Other | 125 | 117 |
Total Deferred Income Tax Assets, Gross | 986 | 1,163 |
Valuation Allowance | (385) | (336) |
Total Deferred Income Tax Assets, Net | 601 | 827 |
Liabilities | ||
Property and equipment | 583 | 836 |
Prepaid expenses | 61 | 62 |
Intangibles | 238 | 353 |
Investments in unconsolidated affiliates | 81 | 133 |
Other liabilities | 22 | 16 |
Long-term debt and interest | 12 | 20 |
Total Deferred Income Tax Liabilities, Gross | $ 997 | $ 1,420 |
Income Taxes (Schedule of Rec75
Income Taxes (Schedule of Reconciliation of the Total Amount of Unrecognized Tax Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of year | $ 15 | $ 16 | |
Gross increases - assumed liability of acquired entity | $ 26 | ||
Gross increases - tax positions in current period | 4 | ||
Reductions - tax positions in prior period | (8) | ||
Lapse of statute of limitations | (1) | (1) | (1) |
Settlements | (1) | ||
Unrecognized tax benefit, end of year | $ 18 | $ 15 | $ 16 |
Income Taxes (Operating Loss Ca
Income Taxes (Operating Loss Carryforwards Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss and credit carryforwards | $ 5,500 |
Operating Loss Carryforwards, Valuation Allowance | $ 4 |
Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2017 |
Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2036 |
Income Taxes (Valuation Allowan
Income Taxes (Valuation Allowance Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Valuation allowance increase | $ 49 | $ 56 |
Income Taxes (Income Tax Contin
Income Taxes (Income Tax Contingency and Taxes Paid Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Abstract] | |||
Operating Loss Carryforwards | $ 5,500 | ||
Operating Loss Carryforwards, Valuation Allowance | 4 | ||
Unrecognized benefit that would affect the effective tax rate | 9 | ||
Amount of interest and penalties included in liabilities for uncertain tax positions | $ 3 | ||
Effective Income Tax Rate, Continuing Operations | 6.10% | 28.40% | 23.80% |
Cash Paid for Income Taxes, Net of Refunds Received [Abstract] | |||
Cash paid for income taxes (refunds received), net | $ (16) | $ 12 | $ (180) |
Adjusted for the Expense Related to Income Attributable to Noncontrolling Interest [Member] | |||
Income Tax Contingency [Abstract] | |||
Effective Income Tax Rate, Continuing Operations | 5.70% | 37.60% | 35.50% |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Debt | $ 15,244 | $ 16,785 |
Current maturities of long-term debt | (455) | (229) |
Long-term debt | 14,789 | 16,556 |
Secured Debt [Member] | Credit Facility, Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 745 | 844 |
Secured Debt [Member] | Credit Facility, Term Loan F [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,435 | 1,671 |
Secured Debt [Member] | Credit Facility, Term Loan G [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,510 | 1,568 |
Secured Debt [Member] | Credit Facility, Term Loan H [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 2,776 | 2,884 |
Line of Credit [Member] | Credit Facility, Revolving Credit Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt | (10) | 147 |
Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,920 | 1,992 |
Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,189 | 1,186 |
Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 2,932 | 2,921 |
Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 698 | 1,587 |
Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 972 | 967 |
Receivables Facility [Member] | Receivables Facility, Name [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 675 | 699 |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 328 | 227 |
Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $ 74 | $ 92 |
Long-Term Debt (Credit Facility
Long-Term Debt (Credit Facility as Amended, Amendments and Modifications Narrative) (Details) - USD ($) | Dec. 30, 2016 | Apr. 29, 2016 | Aug. 17, 2012 | Dec. 31, 2016 | May 18, 2015 | Mar. 09, 2015 | Jan. 27, 2014 | Jan. 26, 2014 |
Debt Instrument [Line Items] | ||||||||
Balance of Remaining Non-extended Term Loans | $ 15,437,000,000 | |||||||
Distribution from Quorum Health Corporation | $ 1,219,000,000 | |||||||
Credit Facility, Term Loan A [Member] | Secured Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Extinguishment of Debt, Amount | $ 26,000,000 | |||||||
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 | |||||||
Extinguishment of Debt, Amount | $ 1,600,000,000 | |||||||
Credit Facility, Term Loan F [Member] | Secured Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,700,000,000 | |||||||
Extinguishment of Debt, Amount | 48,000,000 | $ 190,000,000 | ||||||
Credit Facility, Term Loan G [Member] | Secured Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,600,000,000 | |||||||
Extinguishment of Debt, Amount | 52,000,000 | |||||||
Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 2,900,000,000 | |||||||
Extinguishment of Debt, Amount | $ 96,000,000 | |||||||
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 Facili81
Long-Term Debt (Credit Facility Terms Narrative) (Details) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Ratio of secured debt to EBITDA | 3.96 | |||
Interest coverage ratio | 2.43 | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest coverage ratio | 2 | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Ratio of secured debt to EBITDA | 4.50 | |||
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% | |||
Credit Facility, Term Loan F, Term Loan G or Term Loan H [Member | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Paydown Percentage of Original Principal | 1.00% | |||
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% | |||
Scenario, Forecast [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest coverage ratio | 2.25 | |||
Scenario, Forecast [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Ratio of secured debt to EBITDA | 4 | |||
Scenario, Forecast [Member] | Credit Facility, Term Loan A [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Paydown Percentage of Original Principal | 45.00% | 15.00% |
Long-Term Debt (Credit Facili82
Long-Term Debt (Credit Facility End of Period Disclosures Narrative) (Details) | 12 Months Ended |
Dec. 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 | 5.00% |
Credit Facility, Name [Member] | Credit Facility, Type of Debt, Amendment No. 2 [Member] | |
Debt Instrument [Line Items] | |
Aggregate Principal Amount of Each Tranche Available in Future | $ 750,000,000 |
Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Remaining Borrowing Capacity | 1,000,000,000 |
Letters of Credit Outstanding, Amount | $ 55,000,000 |
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] | 12 Months Ended |
Dec. 31, 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. 14, 2019 |
Long-Term Debt (Schedule of E84
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] | 12 Months Ended |
Dec. 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 E85
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] | 12 Months Ended |
Dec. 31, 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. 14, 2018 |
Long-Term Debt (Schedule of E86
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] | 12 Months Ended |
Dec. 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 E87
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] | 12 Months Ended |
Dec. 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 | 12 Months Ended | |||
Jul. 18, 2012 | Mar. 21, 2012 | Nov. 22, 2011 | Dec. 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, Repurchase Amount | $ 75,000,000 | ||||
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 | 12 Months Ended | ||
Jul. 18, 2012 | Mar. 21, 2012 | Dec. 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, Redemption, Period Two [Member] | Senior Notes at 7.125, Due 2020 [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% Senior N
Long-Term Debt (5.125% Senior Notes, Due 2018 Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 17, 2012 | Dec. 31, 2016 | May 16, 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 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | ||
Debt tender offer | $ 900,000,000 | ||
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% Senior91
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 | 12 Months Ended |
Jan. 27, 2014 | Dec. 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, Redemption, Period Two [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 (6.875% Senior N
Long-Term Debt (6.875% Senior Notes, Due 2022 Narrative) (Details) - Senior Notes [Member] - Senior Notes at 6.875, Due 2022 [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 27, 2014 | Dec. 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, Redemption, Period Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, End Date | Feb. 1, 2018 | |
Debt Instrument, Redemption, Description | plus a "make-whole" premium, as described in the indenture governing the 6⅞% Senior Notes. | |
Minimum Period Notice for Redemption of Debt | 30 days | |
Maximum Period Notice for Redemption of Debt | 60 days |
Long-Term Debt (Receivables Fac
Long-Term Debt (Receivables Facility Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 07, 2013 | Mar. 21, 2012 | |
Debt Instrument [Line Items] | ||||
Debt | $ 15,244,000,000 | $ 16,785,000,000 | ||
Debt, noncurrent | $ 14,789,000,000 | 16,556,000,000 | ||
Receivables Facility, Name [Member] | Receivables Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Issuance Date | Mar. 21, 2012 | |||
Maximum Borrowing Capacity of Receivables Facility | $ 300,000,000 | |||
Debt | $ 675,000,000 | $ 699,000,000 | ||
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 | $ 500,000,000 | |||
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 | $ 700,000,000 | |||
Maximum Borrowing Capacity of Receivables Facility, Long-term | 450,000,000 | |||
Maximum Borrowing Capacity of Receivables Facility, Short-term | 250,000,000 | |||
Debt | 677,000,000 | |||
Debt, noncurrent | 435,000,000 | |||
Receivables included in the Receivables Facility | $ 1,700,000,000 | |||
Receivables Facility, November 18, 2016 Amendment [Member] | Receivables Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Issuance Date | Nov. 18, 2016 | |||
Debt Instrument, Maturity Date | Nov. 13, 2018 | |||
Maximum Borrowing Capacity of Receivables Facility | $ 450,000,000 |
Long-Term Debt (Loss from Early
Long-Term Debt (Loss from Early Extinguishment of Debt Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Extinguishment of Debt Disclosures [Abstract] | |||
Loss from early extinguishment of debt | $ 30 | $ 16 | $ 73 |
Loss on Extinguishment of Debt, Net of Tax | $ 19 | $ 10 | $ 45 |
Long-Term Debt (Other Debt and
Long-Term Debt (Other Debt and Interest Payments Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Interest Paid on borrowing | $ 930,000,000 | $ 925,000,000 | $ 831,000,000 |
Interest Rate Swap [Member] | |||
Debt Instrument [Line Items] | |||
Derivative Liability, Number of Instruments Held | item | 10 | ||
Interest Rate Swap, Currently Effective [Member] | |||
Debt Instrument [Line Items] | |||
Notional Amount, Liability | $ 2,600,000,000 | ||
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% |
Long-Term Debt (Schedule of Mat
Long-Term Debt (Schedule of Maturities of Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Jan. 01, 2016 |
Long-term Debt, Fiscal Year Maturity | ||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 455 | |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 3,054 | |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 3,641 | |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 1,240 | |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 3,790 | |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 3,257 | |
Total maturities | 15,437 | |
Less: Deferred debt issuance costs | (204) | $ (266) |
Plus unamortized note premium | 11 | |
Long-term Debt, Total | 15,244 | |
Term Loans [Member] | ||
Long-term Debt, Fiscal Year Maturity | ||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 149 | |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 1,895 | |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 1,678 | |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 29 | |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 2,782 | |
Total maturities | 6,533 | |
Less: Deferred debt issuance costs | (77) | |
Long-term Debt, Total | $ 6,456 |
Fair Value of Financial Instr97
Fair Value of Financial Instruments (Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Available-for-sale securities | $ 299 | $ 271 |
Trading securities | 80 | 61 |
Liabilities: | ||
Contingent Value Right, Fair Value Disclosure | 1 | 2 |
Carrying Amount Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 238 | 184 |
Available-for-sale securities | 299 | 271 |
Trading securities | 80 | 61 |
Liabilities: | ||
Contingent Value Right, Fair Value Disclosure | 1 | 2 |
Carrying Amount Measurement [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 6,456 | 7,114 |
Carrying Amount Measurement [Member] | Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,920 | 1,992 |
Carrying Amount Measurement [Member] | Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,189 | 1,186 |
Carrying Amount Measurement [Member] | Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 2,932 | 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 | 698 | 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 | 972 | 967 |
Carrying Amount Measurement [Member] | Receivables Facility and Other Debt, Type [Member] | Receivables Facility and Unsecured Debt [Member] | ||
Liabilities: | ||
Other Liabilities, Fair Value Disclosure | 749 | 791 |
Estimate of Fair Value Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 238 | 184 |
Available-for-sale securities | 299 | 271 |
Trading securities | 80 | 61 |
Liabilities: | ||
Contingent Value Right, Fair Value Disclosure | 1 | 2 |
Estimate of Fair Value Measurement [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 6,370 | 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 | 1,615 | 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 | 917 | 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 | 2,102 | 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 | 690 | 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 | 930 | 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 | $ 749 | $ 791 |
Fair Value of Financial Instr98
Fair Value of Financial Instruments (Schedule of Interest Rate Swaps) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Interest Rate Swaps One [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.055% |
Termination Date | Jul. 25, 2019 |
Fair Value of Liability | $ 3,000,000 |
Interest Rate Swaps Two [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.059% |
Termination Date | Jul. 25, 2019 |
Fair Value of Liability | $ 2,000,000 |
Interest Rate Swaps Three [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 400,000,000 |
Fixed Interest Rate | 1.882% |
Termination Date | Aug. 30, 2019 |
Fair Value of Liability | $ 3,000,000 |
Interest Rate Swaps Four [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.515% |
Termination Date | Aug. 30, 2019 |
Fair Value of Liability | $ 5,000,000 |
Interest Rate Swaps Five [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.613% |
Termination Date | Aug. 30, 2019 |
Fair Value of Liability | $ 5,000,000 |
Interest Rate Swaps Six [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.041% |
Termination Date | Aug. 30, 2020 |
Fair Value of Liability | $ 2,000,000 |
Interest Rate Swaps Seven [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.738% |
Termination Date | Aug. 30, 2020 |
Fair Value of Liability | $ 9,000,000 |
Interest Rate Swaps Eight [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.892% |
Termination Date | Aug. 30, 2020 |
Fair Value of Liability | $ 11,000,000 |
Interest Rate Swaps Nine [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 300,000,000 |
Fixed Interest Rate | 2.363% |
Termination Date | Jan. 27, 2021 |
Fair Value of Liability | $ 5,000,000 |
Interest Rate Swaps Ten [Member] | |
Derivative [Line Items] | |
Notional Amount, Liability | $ 200,000,000 |
Fixed Interest Rate | 2.368% |
Termination Date | Jan. 27, 2021 |
Fair Value of Liability | $ 4,000,000 |
Fair Value of Financial Instr99
Fair Value of Financial Instruments (Narrative) (Details) $ in Millions | Dec. 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 | $ 35 |
Fair Value of Financial Inst100
Fair Value of Financial Instruments (Schedule of Pre-tax Loss Recognized as a Component of Other Comprehensive Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Pre-Tax Gain (Loss) Recognized in OCI (Effective Portion) | $ (27) | $ (51) | $ (41) |
Fair Value of Financial Inst101
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Pre-Tax Loss Reclassified from AOCL into Income (Effective Portion) | $ 54 | $ 42 | $ 61 |
Fair Value of Financial Inst102
Fair Value of Financial Instruments (Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet) (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives designated as hedging instruments | ||
Other Long-term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives designated as hedging instruments | $ 49 | $ 76 |
Fair Value (Schedule of Fair Va
Fair Value (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 299 | $ 271 |
Trading securities | 80 | 61 |
Total assets | 379 | 332 |
Contingent Value Right (CVR) | 1 | 2 |
CVR-related legal liability | 252 | 261 |
Fair value of interest rate swap agreements | 49 | 76 |
Total liabilities | 302 | 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 | 163 | 155 |
Trading securities | 80 | 61 |
Total assets | 243 | 216 |
Contingent Value Right (CVR) | 1 | 2 |
Total liabilities | 1 | 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 | 136 | 116 |
Total assets | 136 | 116 |
Fair value of interest rate swap agreements | 49 | 76 |
Total liabilities | 49 | 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 | 252 | 261 |
Total liabilities | $ 252 | $ 261 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) $ in Millions | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($)item |
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 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ 232 | $ 119 |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | item | 226 | 329 |
CVR-related legal liability | $ 0 | |
Available-for-sale Securities [Member] | ||
Fair Value Disclosures [Line Items] | ||
Other than Temporary Impairment, Credit Losses Recognized in Earnings, Credit Losses on Debt Securities Held | 2 | |
Interest Rate Swap [Member] | ||
Fair Value Disclosures [Line Items] | ||
Credit risk valuation adjustment, decrease in fair value of liability | 3 | $ 4 |
Credit risk valuation adjustment, decrease in fair value of liability, net of tax | $ 2 | $ 2 |
Fair Value (Available-for-sale
Fair Value (Available-for-sale Securities) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis, Total | $ 305 | $ 261 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 3 | 17 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (9) | (7) |
Available-for-sale Securities | 299 | 271 |
Government and Corporate [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis, Total | 232 | 161 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 1 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (9) | (6) |
Available-for-sale Securities, Debt Securities | 223 | 156 |
Domestic [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Equity Securities, Amortized Cost Basis, Total | 67 | 79 |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Gain, before Tax | 3 | 15 |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Loss, before Tax | (1) | |
Available-for-sale Securities, Equity Securities | 70 | 93 |
International [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Equity Securities, Amortized Cost Basis, Total | 6 | 21 |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Gain, before Tax | 1 | |
Available-for-sale Securities, Equity Securities | $ 6 | $ 22 |
Fair Value (Contractual Maturit
Fair Value (Contractual Maturities of Debt Securities) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value [Abstract] | ||
Within 1 year, Amortized Cost | $ 2 | $ 1 |
After 1 year and through year 5, Amortized Cost | 40 | 12 |
After 5 years and through year 10, Amortized Cost | 42 | 11 |
After 10 years, Amortized Cost | 57 | 22 |
Within 1 year, Fair Value | 2 | 1 |
After 1 year and through year 5, Fair Value | 40 | 12 |
After 5 years and through year 10, Fair Value | 40 | 11 |
After 10 years, Fair Value | $ 54 | $ 22 |
Fair Value (Gross Realized Gain
Fair Value (Gross Realized Gains and Losses and Investment Income on Available-for-sale Securities) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value [Abstract] | |||
Realized gains | $ 28 | $ 8 | $ 13 |
Realized losses | (6) | (6) | (3) |
Investment income | $ 7 | $ 8 | $ 8 |
Leases (Capital Leases Narrativ
Leases (Capital Leases Narrative) (Details) $ in Millions | Dec. 22, 2016USD ($)ft²stateitem | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Capital Leased Assets [Line Items] | ||||
Capital Lease Obligations Incurred | $ 179 | $ 50 | $ 18 | |
Proceeds from sale-lease back | 159 | |||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 240 | 246 | ||
HCP, Inc. [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Number of buildings in transaction | item | 10 | |||
Proceeds from sale-lease back | $ 159 | |||
Area of Real Estate Property | ft² | 756,183 | |||
Number of states the buildings are located | state | 5 | |||
Land and Land Improvements [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Capital Leased Assets, Gross | 69 | 74 | ||
Building and Building Improvements [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Capital Leased Assets, Gross | 826 | 793 | ||
Equipment and Fixture [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Capital Leased Assets, Gross | $ 56 | $ 112 |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Lease Payments for Capital and Operating Leases) (Details) $ in Millions | Dec. 31, 2016USD ($) | |
Leases [Abstract] | ||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 269 | [1] |
Operating Leases, Future Minimum Payments, Due in Two Years | 207 | [1] |
Operating Leases, Future Minimum Payments, Due in Three Years | 156 | [1] |
Operating Leases, Future Minimum Payments, Due in Four Years | 118 | [1] |
Operating Leases, Future Minimum Payments, Due in Five Years | 81 | [1] |
Operating Leases, Future Minimum Payments, Due Thereafter | 246 | [1] |
Operating Leases, Future Minimum Payments Due, Total | 1,077 | [1] |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 43 | |
Capital Leases, Future Minimum Payments Due in Two Years | 32 | |
Capital Leases, Future Minimum Payments Due in Three Years | 27 | |
Capital Leases, Future Minimum Payments Due in Four Years | 22 | |
Capital Leases, Future Minimum Payments Due in Five Years | 22 | |
Capital Leases, Future Minimum Payments Due Thereafter | 315 | |
Capital Leases, Future Minimum Payments Due, Total | 461 | |
Capital Leases, Future Minimum Payments, Interest Included in Payments | (133) | |
Capital Lease Obligations, Total | 328 | |
Capital Lease Obligations, Current | (26) | |
Capital Lease Obligations, Noncurrent | $ 302 | |
[1] | Minimum lease payments have not been reduced by minimum sublease rentals due in the future of $15 million. |
Leases (Operating Leases Footno
Leases (Operating Leases Footnote Narrative to Schedule) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | $ 15 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost Recognized | $ 98 | $ 103 | $ 99 |
Deferred Compensation Liability, Current and Noncurrent | 229 | 199 | |
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred Compensation Plan Assets | 219 | 197 | |
Net Periodic Benefit Cost | 1 | 1 | 1 |
Accrued benefits liabilities | $ 16 | 13 | |
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, discount rate | 4.50% | ||
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, rate of compensation increase | 7.00% | ||
Trading Securities [Member] | Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred Compensation Plan Assets | $ 80 | 61 | |
Company-Owned Life Insurance Contracts [Member] | Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred Compensation Plan Assets | 139 | 136 | |
Supplemental Employee Retirement Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net Periodic Benefit Cost | 12 | 12 | $ 11 |
Accrued benefits liabilities | $ 122 | 131 | |
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, discount rate | 3.60% | ||
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, rate of compensation increase | 3.00% | ||
Supplemental Employee Retirement Plans, Defined Benefit [Member] | Available-for-sale Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Assets in a rabbi trust generally designated to pay benefits of the SERP | $ 131 | $ 95 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ||||||
Total capital stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, par value per share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, par value per share | $ 0.01 | $ 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 | |||||
Noncash Dividend | 713,000,000 | |||||
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 | 5,000,000 | |||||
Weighted-average price of repurchased and retired shares, per share | $ 28.84 | |||||
Open Market Repurchase Program for Common Stock, Adopted December 14, 2011 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Maximum number of shares authorized for repurchase | 4,000,000 | |||||
Maximum value of shares authorized under repurchase program | $ 100,000,000 | |||||
Number of shares repurchased and retired | 175,000 | 706,023 | ||||
Weighted-average price of repurchased and retired shares, per share | $ 49.72 | $ 38.39 | ||||
Cumulative number of shares repurchased and retired | 881,023 | |||||
Cumulative weighted-average price of repurchased and retired shares, per share | $ 40.64 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Impact of Noncontrolling Interest to Stockholders' Equity) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Stockholders' Equity [Abstract] | |||||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (220) | $ (79) | $ (1,432) | $ 11 | $ (83) | $ 52 | $ 111 | $ 79 | $ (1,721) | [1] | $ 158 | [1] | $ 92 |
Net decrease in Community Health Systems, Inc. paid-in capital for purchase of subsidiary partnership interests | (9) | (16) | (2) | ||||||||||
Net transfers from the noncontrolling interests | (9) | (16) | (2) | ||||||||||
Change to Community Health Systems, Inc. stockholders' equity from net (loss) income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests | $ (1,730) | $ 142 | $ 90 | ||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
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 | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Numerator: | |||||||||||||
(Loss) Income from continuing operations, net of taxes | $ (189) | $ (54) | $ (1,405) | $ 37 | $ (40) | $ 83 | $ 140 | $ 112 | $ (1,611) | [1] | $ 295 | [1] | $ 260 |
Less: Income from continuing operations attributable to noncontrolling interests, net of taxes | 95 | 101 | 111 | ||||||||||
(Loss) Income from continuing operations attributable to Community Health Systems, Inc. common stockholders - basic and diluted | (1,706) | 194 | 149 | ||||||||||
Loss from discontinued operations, net of taxes | $ (9) | $ (2) | $ (1) | $ (1) | $ (9) | $ (8) | $ (6) | $ (13) | (15) | [1] | (36) | [1] | (57) |
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 | $ (15) | $ (36) | $ (57) | ||||||||||
Denominator: | |||||||||||||
Weighted-average number of shares outstanding - basic | 110,905,052 | 110,888,040 | 110,879,285 | 110,247,867 | 112,891,505 | 115,319,986 | 115,194,899 | 114,419,590 | 110,730,971 | [1] | 114,454,674 | [1] | 111,579,088 |
Effect of dilutive securities: | |||||||||||||
Restricted stock awards | 449,961 | 377,190 | |||||||||||
Employee stock options | 357,188 | 578,395 | |||||||||||
Other equity-based awards | 10,581 | 14,647 | |||||||||||
Weighted-average number of shares outstanding - diluted | 110,905,052 | 110,888,040 | 110,879,285 | 110,309,372 | 112,891,505 | 116,368,157 | 116,100,417 | 115,057,668 | 110,730,971 | [1] | 115,272,404 | [1] | 112,549,320 |
[1] | Total quarterly amounts may not add due to rounding. |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Earnings Per Share [Abstract] | |
Increase in number of shares to diluted shares calculation if income from continuing operations would have been generated | 331,518 |
Earnings Per Share (Schedule116
Earnings Per Share (Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Employee stock options and restricted stock awards | 2,554,627 | 255,564 | 472,570 |
Equity Investments (Narrative)
Equity Investments (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 29, 2016 |
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 177 | $ 177 | $ 479 | ||
Equity in earnings of unconsolidated affiliates | 43 | $ 63 | $ 48 | ||
Proceeds from sale of equity method investments | 403 | ||||
Gain on sale of equity method investments | $ 94 | ||||
Three Hospitals in Macon Georgia, [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 38.00% | 38.00% | |||
HealthTrust [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 23.10% | 23.10% | |||
Home Care [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 20.00% | 20.00% | |||
Equity Method Investments | $ 32 | $ 32 | |||
Universal Health Services, Inc. [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Disposal Date | Apr. 29, 2016 | ||||
Proceeds from sale of equity method investments | $ 403 | ||||
Gain on sale of equity method investments | $ 94 | ||||
Universal Health Services, Inc. [Member] | Four Hospitals in Las Vegas, Nevada [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 27.50% | ||||
Universal Health Services, Inc. [Member] | One Hospital in Las Vegas, Nevada [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 26.10% | ||||
Home Care [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of Ownership Interest Sold | 80.00% | 80.00% | |||
Disposal Date | Dec. 31, 2016 |
Equity Investments (Schedule of
Equity Investments (Schedule of Financial Information Related to Unconsolidated Entities Included in Consolidated Balance Sheets) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Equity Investments [Abstract] | ||
Current assets | $ 54 | $ 283 |
Noncurrent assets | 112 | 838 |
Total assets | 166 | 1,121 |
Current liabilities | 17 | 111 |
Noncurrent liabilities | 2 | 2 |
Members' equity | 147 | 1,008 |
Total liabilities and equity | $ 166 | $ 1,121 |
Equity Investments (Schedule119
Equity Investments (Schedule of Financial Information Related to Unconsolidated Entities Included in Consolidated Statement of Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity Investments [Abstract] | |||
Revenues | $ 731 | $ 1,494 | $ 1,368 |
Operating costs and expenses | 602 | 1,287 | 1,184 |
Income from continuing operations before taxes | $ 129 | $ 207 | $ 184 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) - segment | Dec. 31, 2016 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Number of Operating Segments | 2 | |
Home Care [Member] | ||
Segment Reporting Information [Line Items] | ||
Percentage of ownership interest sold | 80.00% | 80.00% |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting Information by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Segment Reporting Information [Line Items] | |||||||||||||
Net operating revenues | $ 4,469 | $ 4,380 | $ 4,590 | $ 4,999 | $ 4,798 | $ 4,846 | $ 4,882 | $ 4,911 | $ 18,438 | [1] | $ 19,437 | [1] | $ 18,639 |
(Loss) income from continuing operations before income taxes | (152) | $ (83) | $ (1,543) | $ 63 | (91) | $ 121 | $ 214 | $ 168 | (1,715) | [1] | 411 | [1] | 342 |
Total assets | 21,944 | 26,595 | 21,944 | 26,595 | |||||||||
Expenditures for segment assets | 744 | 953 | 853 | ||||||||||
Hospital Operations [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net operating revenues | 18,210 | 19,234 | 18,399 | ||||||||||
(Loss) income from continuing operations before income taxes | (1,418) | 767 | 772 | ||||||||||
Total assets | 20,582 | 25,005 | 20,582 | 25,005 | |||||||||
Expenditures for segment assets | 727 | 915 | 817 | ||||||||||
Corporate and All Other Reporting Units [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net operating revenues | 228 | 203 | 240 | ||||||||||
(Loss) income from continuing operations before income taxes | (297) | (356) | (430) | ||||||||||
Total assets | $ 1,362 | $ 1,590 | 1,362 | 1,590 | |||||||||
Expenditures for segment assets | $ 17 | $ 38 | $ 36 | ||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Other Comprehensive Income (Sch
Other Comprehensive Income (Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ (73) | $ (63) | |
Other comprehensive (loss) income before reclassifications | (14) | (39) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 23 | 29 | |
Other comprehensive income (loss) | 9 | (10) | $ 4 |
AOCI distributed to QHC in spin-off | 2 | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | (62) | (73) | (63) |
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 | (17) | (32) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 34 | 27 | |
Other comprehensive income (loss) | 17 | (5) | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | (31) | (48) | (43) |
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 | (6) | |
Amounts reclassified from accumulated other comprehensive income (loss) | (13) | ||
Other comprehensive income (loss) | (11) | (6) | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | (10) | 1 | 7 |
Change in Unrecognized Pension Cost Components [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (26) | (27) | |
Other comprehensive (loss) income before reclassifications | 1 | (1) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 2 | 2 | |
Other comprehensive income (loss) | 3 | 1 | |
AOCI distributed to QHC in spin-off | 2 | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | $ (21) | $ (26) | $ (27) |
Other Comprehensive Income (123
Other Comprehensive Income (Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Interest expense, net | $ 962 | $ 973 | $ 972 | ||||||||||
(Loss) income from continuing operations before income taxes | $ (152) | $ (83) | $ (1,543) | $ 63 | $ (91) | $ 121 | $ 214 | $ 168 | (1,715) | [1] | 411 | [1] | 342 |
Tax benefit | 104 | (116) | (82) | ||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (220) | $ (79) | $ (1,432) | $ 11 | $ (83) | $ 52 | $ 111 | $ 79 | (1,721) | [1] | 158 | [1] | $ 92 |
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 | (54) | (42) | |||||||||||
Tax benefit | 20 | 15 | |||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | (34) | (27) | |||||||||||
Change in Unrecognized Pension Cost Components [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | (1) | (2) | |||||||||||
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 | (2) | (1) | |||||||||||
(Loss) income from continuing operations before income taxes | (3) | (3) | |||||||||||
Tax benefit | 1 | 1 | |||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (2) | $ (2) | |||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Commitments and Contingencie124
Commitments and Contingencies (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Physician Recruiting Commitments [Abstract] | |
Physician recruiting commitment, physician income guarantee period | 12 months |
Physician recruiting commitment, period of recoverability of physician income guarantee for noncommitment | 3 years |
Physician recruiting commitment, maximum potential future payments in excess of liability recorded | $ 30 |
York, Pennsylvania hospital [Member] | |
Construction and Other Capital Commitments [Abstract] | |
Capital commitment, post-acquisition estimated cost of replacement hospital | 125 |
Capital commitment, construction cost of replacement hospital incurred to date | 17 |
La Porte, Indiana hospital [Member] | |
Construction and Other Capital Commitments [Abstract] | |
Capital commitment, post-acquisition estimated cost of replacement hospital | 125 |
Knox, Indiana hospital [Member] | |
Construction and Other Capital Commitments [Abstract] | |
Capital commitment, post-acquisition estimated cost of replacement hospital | 15 |
All other purchase commitments [Member] | |
Construction and Other Capital Commitments [Abstract] | |
Capital commitment, post-acquisition estimated cost of replacement hospital | 464 |
Capital commitment, construction cost of replacement hospital incurred to date | $ 209 |
Minimum [Member] | All other purchase commitments [Member] | |
Construction and Other Capital Commitments [Abstract] | |
Capital commitment, future period after acquisition for completing open capital improvement projects | 5 years |
Maximum [Member] | All other purchase commitments [Member] | |
Construction and Other Capital Commitments [Abstract] | |
Capital commitment, future period after acquisition for completing open capital improvement projects | 7 years |
Commitments and Contingencie125
Commitments and Contingencies (Professional Liability Claims Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, historical claims period used by actuary to estimate liability | 20 years | ||
Malpractice Loss Contingency, Discount Rate | 1.80% | 1.60% | 1.70% |
Malpractice Loss Contingency, Accrual, Discounted | $ 788 | $ 901 | |
Malpractice Loss Contingency, Accrual, Undiscounted | 843 | 949 | |
Malpractice Loss Contingency, Accrual, Discounted, Current | $ 130 | $ 156 | |
Malpractice loss contingency, settled claims as percent of total liability | 1.00% | ||
Professional and general liability self-insured claims reported prior to June 1, 2002, per occurrence [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | $ 1 | ||
Professional and general liability self-insured reported from June 1, 2002 through June 1, 2003, per occurrence [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 2 | ||
Professional and general liability self-insured reported from June 1, 2003 and before June 1, 2005, per occurrence [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 4 | ||
Professional and general liability self-insured claims reported on or after June 1, 2005, per occurrence [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 5 | ||
Professional and general liability claims reported on or after June 1, 2014 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 10 | ||
Professional and general liability claims reported on or after June 1, 2003 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice Insurance, Maximum Coverage Per Incident | 95 | ||
Professional and general liability claims reported on or after June 1, 2015 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice Insurance, Maximum Coverage Per Incident | 220 | ||
Integrated occurrence claims reported on or after June 1, 2014 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice Insurance, Annual Coverage Limit | 50 | ||
Integrated occurrence claims reported on or after June 1, 2015 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice Insurance, Annual Coverage Limit | 75 | ||
Professional and general liability claims incurred and reported after January 1, 2008 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice Insurance, Maximum Coverage Per Incident | 145 | ||
Professional and general liability claims incurred and reported after January 1, 2010 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice Insurance, Maximum Coverage Per Incident | 195 | ||
Professional and general liability self-insured claims under certain policy terms until Company total aggregate coverage is met if first aggregate layer becomes fully utilized [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 10 | ||
Triad professional and general liability self-insured claims during 2007 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 10 | ||
Minimum [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 10 | ||
Minimum [Member] | Triad professional and general liability self-insured claims after December 31, 2006 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 1 | ||
Maximum [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | 15 | ||
Maximum [Member] | Triad professional and general liability self-insured claims after December 31, 2006 [Member] | |||
Malpractice Insurance [Line Items] | |||
Malpractice loss contingency, self-insured retention | $ 5 |
Commitments and Contingencie126
Commitments and Contingencies (Contingencies Narrative) (Details) $ / shares in Units, $ in Millions | Nov. 09, 2016USD ($) | Dec. 31, 2016USD ($)item$ / shares | Dec. 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 | $ 252 | $ 284 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (9) | |||
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 | $ 4 | $ 9 | ||
U.S. ex re. Baker vs. Community Health Systems, Inc. [Member] | ||||
Loss Contingencies [Line Items] | ||||
Judgment awarded | $ 1.9 | |||
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 |
Commitments and Contingencie127
Commitments and Contingencies (Impact of Legal Expenses Paid or Incurred to Date and Settlements Paid or Deemed Final) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||
Beginning Balance | $ 58 | $ 24 |
Settlements paid | 1 | 26 |
Legal expenses incurred and/or paid | 3 | 8 |
Ending Balance | 62 | 58 |
Deductible [Member] | ||
Loss Contingencies [Line Items] | ||
Beginning Balance | 18 | 18 |
Ending Balance | 18 | 18 |
CHS Responsibility at 10% [Member] | ||
Loss Contingencies [Line Items] | ||
Beginning Balance | 4 | |
Settlements paid | 3 | |
Legal expenses incurred and/or paid | 1 | |
Ending Balance | 4 | 4 |
Reduction to Amount Owed to CVR Holders at 90% [Member] | ||
Loss Contingencies [Line Items] | ||
Beginning Balance | 36 | 6 |
Settlements paid | 1 | 23 |
Legal expenses incurred and/or paid | 3 | 7 |
Ending Balance | $ 40 | $ 36 |
Commitments and Contingencie128
Commitments and Contingencies (Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingency Accrual [Roll Forward] | |||
Expense (income) | $ 16 | $ 4 | $ 101 |
Pending Litigation [Member] | CVR Related Liability at Fair Value [Member] | |||
Loss Contingency Accrual [Roll Forward] | |||
Beginning Balance | 261 | 265 | |
Expense (income) | (8) | 4 | |
Cash payments | (1) | (8) | |
Ending Balance | 252 | 261 | 265 |
Pending Litigation [Member] | CVR Related Liability for Probable Contingencies [Member] | |||
Loss Contingency Accrual [Roll Forward] | |||
Beginning Balance | 29 | ||
Expense (income) | (12) | ||
Cash payments | (17) | ||
Ending Balance | 29 | ||
Pending Litigation [Member] | Other Probable Contingencies [Member] | |||
Loss Contingency Accrual [Roll Forward] | |||
Beginning Balance | 10 | 125 | |
Expense (income) | 14 | 20 | |
Reserve for insured claim | 1 | ||
Cash payments | (11) | (135) | |
Ending Balance | $ 14 | $ 10 | $ 125 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] $ in Millions | Feb. 16, 2017item | Jan. 31, 2017USD ($) |
Subsequent Event [Line Items] | ||
Proceeds from legal settlement | $ | $ 40 | |
Steward Health, Inc. [Member] | ||
Subsequent Event [Line Items] | ||
Disposal Date | Feb. 16, 2017 | |
Easton Hospital [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 254 | |
Sharon Regional Health System [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 258 | |
Northside Medical Center [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 355 | |
Trumbull Memorial Hospital [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 311 | |
Hillside Rehabilitation Hospital [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 69 | |
Wuesthoff Health System - Rockledge [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 298 | |
Wuesthoff Health System - Melbourne [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 119 | |
Sebastian River Medical Center [Member] | ||
Subsequent Event [Line Items] | ||
Number of licensed beds | 154 |
Quarterly Financial Data (Sched
Quarterly Financial Data (Schedule of Quarterly Financial Data) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | Dec. 31, 2014 | ||
Quarterly Financial Data [Abstract] | ||||||||||||||
Net operating revenues | $ 4,469 | $ 4,380 | $ 4,590 | $ 4,999 | $ 4,798 | $ 4,846 | $ 4,882 | $ 4,911 | $ 18,438 | $ 19,437 | $ 18,639 | |||
(Loss) income from continuing operations before income taxes | (152) | (83) | (1,543) | 63 | (91) | 121 | 214 | 168 | (1,715) | 411 | 342 | |||
(Loss) Income from continuing operations, net of taxes | (189) | (54) | (1,405) | 37 | (40) | 83 | 140 | 112 | (1,611) | 295 | 260 | |||
Loss from discontinued operations, net of taxes | (9) | (2) | (1) | (1) | (9) | (8) | (6) | (13) | (15) | (36) | (57) | |||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (220) | $ (79) | $ (1,432) | $ 11 | $ (83) | $ 52 | $ 111 | $ 79 | $ (1,721) | $ 158 | $ 92 | |||
Basic (loss) earnings per share attributable to Community Health Systems, Inc. common stockholders: | ||||||||||||||
Continuing operations | [2] | $ (1.91) | $ (0.69) | $ (12.90) | $ 0.11 | $ (0.66) | $ 0.52 | $ 1.02 | $ 0.80 | $ (15.41) | $ 1.69 | $ 1.33 | ||
Discontinued operations | [2] | (0.09) | (0.02) | (0.01) | (0.01) | (0.08) | (0.07) | (0.06) | (0.11) | (0.13) | (0.31) | (0.51) | ||
Net (loss) income | [2] | (1.99) | (0.71) | (12.91) | 0.10 | (0.73) | 0.45 | 0.96 | 0.69 | (15.54) | 1.38 | 0.82 | ||
Diluted (loss) earnings per share attributable to Community Health Systems, Inc. common stockholders: | ||||||||||||||
Continuing operations | [2] | (1.91) | (0.69) | (12.90) | 0.11 | (0.66) | 0.51 | 1.01 | 0.79 | (15.41) | 1.68 | 1.32 | ||
Discontinued operations | [2] | (0.09) | (0.02) | (0.01) | (0.01) | (0.08) | (0.07) | (0.06) | (0.11) | (0.13) | (0.31) | (0.51) | ||
Net (loss) income | [2] | $ (1.99) | $ (0.71) | $ (12.91) | $ 0.10 | $ (0.73) | $ 0.44 | $ 0.95 | $ 0.68 | $ (15.54) | $ 1.37 | $ 0.82 | ||
Weighted-average number of shares outstanding: | ||||||||||||||
Basic | 110,905,052 | 110,888,040 | 110,879,285 | 110,247,867 | 112,891,505 | 115,319,986 | 115,194,899 | 114,419,590 | 110,730,971 | 114,454,674 | 111,579,088 | |||
Diluted | 110,905,052 | 110,888,040 | 110,879,285 | 110,309,372 | 112,891,505 | 116,368,157 | 116,100,417 | 115,057,668 | 110,730,971 | 115,272,404 | 112,549,320 | |||
[1] | Total quarterly amounts may not add due to rounding. | |||||||||||||
[2] | Total per share amounts may not add due to rounding. |
Supplemental Condensed Conso131
Supplemental Condensed Consolidating Financial Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Percentage of owned domestic subsidiaries which guaranteed senior notes | 100.00% |
Supplemental Condensed Conso132
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Condensed Consolidating Statements of Income | |||||||||||||
Operating revenues (net of contractual allowances and discounts) | $ 21,275 | $ 22,564 | $ 21,561 | ||||||||||
Provision for bad debts | 2,837 | 3,127 | 2,922 | ||||||||||
Net operating revenues | $ 4,469 | $ 4,380 | $ 4,590 | $ 4,999 | $ 4,798 | $ 4,846 | $ 4,882 | $ 4,911 | 18,438 | [1] | 19,437 | [1] | 18,639 |
Operating costs and expenses: | |||||||||||||
Salaries and benefits | 8,624 | 8,991 | 8,618 | ||||||||||
Supplies | 3,011 | 3,048 | 2,862 | ||||||||||
Other operating expenses | 4,248 | 4,520 | 4,322 | ||||||||||
Government and other legal settlements and related costs | 16 | 4 | 101 | ||||||||||
Electronic health records incentive reimbursement | (70) | (160) | (259) | ||||||||||
Rent | 450 | 457 | 434 | ||||||||||
Depreciation and amortization | 1,100 | 1,172 | 1,106 | ||||||||||
Amortization of software to be abandoned | 75 | ||||||||||||
Impairment and (gain) loss on sale of businesses, net | 1,919 | 68 | 41 | ||||||||||
Total operating costs and expenses | 19,298 | 18,100 | 17,300 | ||||||||||
(Loss) income from operations | (860) | 1,337 | 1,339 | ||||||||||
Interest expense, net | 962 | 973 | 972 | ||||||||||
Loss from early extinguishment of debt | 30 | 16 | 73 | ||||||||||
Gain on sale of investments in unconsolidated affiliates | (94) | ||||||||||||
Equity in earnings of unconsolidated affiliates | (43) | (63) | (48) | ||||||||||
(Loss) income from continuing operations before income taxes | (152) | (83) | (1,543) | 63 | (91) | 121 | 214 | 168 | (1,715) | [1] | 411 | [1] | 342 |
Provision for (benefit from) income taxes | (104) | 116 | 82 | ||||||||||
(Loss) income from continuing operations | (189) | (54) | (1,405) | 37 | (40) | 83 | 140 | 112 | (1,611) | [1] | 295 | [1] | 260 |
Discontinued operations, net of taxes: | |||||||||||||
(Loss) income from operations of entities sold or held for sale | (7) | (27) | (7) | ||||||||||
Impairment of hospitals sold or held for sale | (8) | (5) | (50) | ||||||||||
Loss on sale, net | (4) | ||||||||||||
Loss from discontinued operations, net of taxes | (9) | (2) | (1) | (1) | (9) | (8) | (6) | (13) | (15) | [1] | (36) | [1] | (57) |
Net (loss) income | (1,626) | 259 | 203 | ||||||||||
Less: Net income attributable to noncontrolling interests | 95 | 101 | 111 | ||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (220) | $ (79) | $ (1,432) | $ 11 | $ (83) | $ 52 | $ 111 | $ 79 | (1,721) | [1] | 158 | [1] | 92 |
Parent Company [Member] | |||||||||||||
Operating costs and expenses: | |||||||||||||
Equity in earnings of unconsolidated affiliates | 1,721 | (158) | (92) | ||||||||||
(Loss) income from continuing operations before income taxes | (1,721) | 158 | 92 | ||||||||||
(Loss) income from continuing operations | (1,721) | 158 | 92 | ||||||||||
Discontinued operations, net of taxes: | |||||||||||||
Net (loss) income | (1,721) | 158 | 92 | ||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | (1,721) | 158 | 92 | ||||||||||
Issuer [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Operating revenues (net of contractual allowances and discounts) | (25) | (20) | (18) | ||||||||||
Net operating revenues | (25) | (20) | (18) | ||||||||||
Operating costs and expenses: | |||||||||||||
(Loss) income from operations | (25) | (20) | (18) | ||||||||||
Interest expense, net | 241 | 107 | (10) | ||||||||||
Loss from early extinguishment of debt | 30 | 16 | 73 | ||||||||||
Equity in earnings of unconsolidated affiliates | 1,461 | (226) | (222) | ||||||||||
(Loss) income from continuing operations before income taxes | (1,757) | 83 | 141 | ||||||||||
Provision for (benefit from) income taxes | (36) | (75) | 49 | ||||||||||
(Loss) income from continuing operations | (1,721) | 158 | 92 | ||||||||||
Discontinued operations, net of taxes: | |||||||||||||
Net (loss) income | (1,721) | 158 | 92 | ||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | (1,721) | 158 | 92 | ||||||||||
Other Guarantor [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Operating revenues (net of contractual allowances and discounts) | 13,213 | 12,983 | 12,420 | ||||||||||
Provision for bad debts | 1,902 | 1,961 | 1,819 | ||||||||||
Net operating revenues | 11,311 | 11,022 | 10,601 | ||||||||||
Operating costs and expenses: | |||||||||||||
Salaries and benefits | 4,569 | 4,506 | 4,394 | ||||||||||
Supplies | 1,990 | 1,911 | 1,804 | ||||||||||
Other operating expenses | 2,823 | 2,693 | 2,401 | ||||||||||
Government and other legal settlements and related costs | 16 | 4 | 101 | ||||||||||
Electronic health records incentive reimbursement | (42) | (95) | (149) | ||||||||||
Rent | 235 | 223 | 216 | ||||||||||
Depreciation and amortization | 734 | 729 | 708 | ||||||||||
Amortization of software to be abandoned | 45 | ||||||||||||
Impairment and (gain) loss on sale of businesses, net | 1,409 | 55 | 40 | ||||||||||
Total operating costs and expenses | 11,734 | 10,026 | 9,560 | ||||||||||
(Loss) income from operations | (423) | 996 | 1,041 | ||||||||||
Interest expense, net | 655 | 742 | 492 | ||||||||||
Gain on sale of investments in unconsolidated affiliates | (94) | ||||||||||||
Equity in earnings of unconsolidated affiliates | 467 | (106) | 179 | ||||||||||
(Loss) income from continuing operations before income taxes | (1,451) | 360 | 370 | ||||||||||
Provision for (benefit from) income taxes | 7 | 136 | 136 | ||||||||||
(Loss) income from continuing operations | (1,458) | 224 | 234 | ||||||||||
Discontinued operations, net of taxes: | |||||||||||||
(Loss) income from operations of entities sold or held for sale | (9) | (3) | (12) | ||||||||||
Impairment of hospitals sold or held for sale | (2) | (5) | |||||||||||
Loss from discontinued operations, net of taxes | (11) | (8) | (12) | ||||||||||
Net (loss) income | (1,469) | 216 | 222 | ||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | (1,469) | 216 | 222 | ||||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Operating revenues (net of contractual allowances and discounts) | 8,087 | 9,601 | 9,159 | ||||||||||
Provision for bad debts | 935 | 1,166 | 1,103 | ||||||||||
Net operating revenues | 7,152 | 8,435 | 8,056 | ||||||||||
Operating costs and expenses: | |||||||||||||
Salaries and benefits | 4,055 | 4,485 | 4,224 | ||||||||||
Supplies | 1,021 | 1,137 | 1,058 | ||||||||||
Other operating expenses | 1,425 | 1,827 | 1,921 | ||||||||||
Electronic health records incentive reimbursement | (28) | (65) | (110) | ||||||||||
Rent | 215 | 234 | 218 | ||||||||||
Depreciation and amortization | 366 | 443 | 398 | ||||||||||
Amortization of software to be abandoned | 30 | ||||||||||||
Impairment and (gain) loss on sale of businesses, net | 510 | 13 | 1 | ||||||||||
Total operating costs and expenses | 7,564 | 8,074 | 7,740 | ||||||||||
(Loss) income from operations | (412) | 361 | 316 | ||||||||||
Interest expense, net | 66 | 124 | 490 | ||||||||||
(Loss) income from continuing operations before income taxes | (478) | 237 | (174) | ||||||||||
Provision for (benefit from) income taxes | (75) | 55 | (103) | ||||||||||
(Loss) income from continuing operations | (403) | 182 | (71) | ||||||||||
Discontinued operations, net of taxes: | |||||||||||||
(Loss) income from operations of entities sold or held for sale | 2 | (24) | 5 | ||||||||||
Impairment of hospitals sold or held for sale | (6) | (50) | |||||||||||
Loss on sale, net | (4) | ||||||||||||
Loss from discontinued operations, net of taxes | (4) | (28) | (45) | ||||||||||
Net (loss) income | (407) | 154 | (116) | ||||||||||
Less: Net income attributable to noncontrolling interests | 95 | 101 | 111 | ||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | (502) | 53 | (227) | ||||||||||
Consolidation, Eliminations [Member] | |||||||||||||
Operating costs and expenses: | |||||||||||||
Equity in earnings of unconsolidated affiliates | (3,692) | 427 | 87 | ||||||||||
(Loss) income from continuing operations before income taxes | 3,692 | (427) | (87) | ||||||||||
(Loss) income from continuing operations | 3,692 | (427) | (87) | ||||||||||
Discontinued operations, net of taxes: | |||||||||||||
Net (loss) income | 3,692 | (427) | (87) | ||||||||||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ 3,692 | $ (427) | $ (87) | ||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Supplemental Condensed Conso133
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Comprehensive Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net (loss) income | $ (1,626) | $ 259 | $ 203 |
Other comprehensive income (loss), net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | 17 | (6) | 13 |
Net change in fair value of available-for-sale securities, net of tax | (11) | (5) | |
Amortization and recognition of unrecognized pension cost components, net of tax | 3 | 1 | (9) |
Other comprehensive income (loss) | 9 | (10) | 4 |
Comprehensive (loss) income | (1,617) | 249 | 207 |
Less: Comprehensive income attributable to noncontrolling interests | 95 | 101 | 111 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (1,712) | 148 | 96 |
Parent Company [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net (loss) income | (1,721) | 158 | 92 |
Other comprehensive income (loss), net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | 17 | (6) | 13 |
Net change in fair value of available-for-sale securities, net of tax | (11) | (5) | |
Amortization and recognition of unrecognized pension cost components, net of tax | 3 | 1 | (9) |
Other comprehensive income (loss) | 9 | (10) | 4 |
Comprehensive (loss) income | (1,712) | 148 | 96 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (1,712) | 148 | 96 |
Issuer [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net (loss) income | (1,721) | 158 | 92 |
Other comprehensive income (loss), net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | 17 | (6) | 13 |
Net change in fair value of available-for-sale securities, net of tax | (11) | (5) | |
Amortization and recognition of unrecognized pension cost components, net of tax | 3 | 1 | (9) |
Other comprehensive income (loss) | 9 | (10) | 4 |
Comprehensive (loss) income | (1,712) | 148 | 96 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (1,712) | 148 | 96 |
Other Guarantor [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net (loss) income | (1,469) | 216 | 222 |
Other comprehensive income (loss), net of income taxes: | |||
Net change in fair value of available-for-sale securities, net of tax | (11) | (5) | |
Amortization and recognition of unrecognized pension cost components, net of tax | 3 | 1 | (9) |
Other comprehensive income (loss) | (8) | (4) | (9) |
Comprehensive (loss) income | (1,477) | 212 | 213 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (1,477) | 212 | 213 |
Non-Guarantor Subsidiaries [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net (loss) income | (407) | 154 | (116) |
Other comprehensive income (loss), net of income taxes: | |||
Comprehensive (loss) income | (407) | 154 | (116) |
Less: Comprehensive income attributable to noncontrolling interests | 95 | 101 | 111 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | (502) | 53 | (227) |
Consolidation, Eliminations [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net (loss) income | 3,692 | (427) | (87) |
Other comprehensive income (loss), net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | (17) | 6 | (13) |
Net change in fair value of available-for-sale securities, net of tax | 22 | 10 | |
Amortization and recognition of unrecognized pension cost components, net of tax | (6) | (2) | 18 |
Other comprehensive income (loss) | (1) | 14 | 5 |
Comprehensive (loss) income | 3,691 | (413) | (82) |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | $ 3,691 | $ (413) | $ (82) |
Supplemental Condensed Conso134
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Balance Sheet) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 238 | $ 184 | $ 509 | $ 373 |
Patient accounts receivable, net of allowance for doubtful accounts | 3,176 | 3,611 | ||
Supplies | 480 | 580 | ||
Prepaid income taxes | 17 | 27 | ||
Prepaid expenses and taxes | 187 | 197 | ||
Other current assets | 568 | 567 | ||
Total current assets | 4,666 | 5,166 | ||
Property and equipment, net | 8,149 | 10,112 | ||
Goodwill | 6,521 | 8,965 | 8,951 | |
Other assets, net | 2,608 | 2,352 | ||
Total assets | 21,944 | 26,595 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 455 | 229 | ||
Accounts payable | 995 | 1,258 | ||
Interest | 207 | 227 | ||
Accrued liabilities | 1,230 | 1,358 | ||
Total current liabilities | 2,887 | 3,072 | ||
Long-term debt | 14,789 | 16,556 | ||
Deferred income taxes | 411 | 593 | ||
Other long-term liabilities | 1,575 | 1,698 | ||
Total liabilities | 19,662 | 21,919 | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 554 | 571 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 1,975 | 1,963 | ||
Treasury stock, at cost | (7) | |||
Accumulated other comprehensive loss | (62) | (73) | (63) | |
(Accumulated deficit) retained earnings | (299) | 2,135 | ||
Total Community Health Systems, Inc. stockholders' equity | 1,615 | 4,019 | ||
Noncontrolling interests in equity of consolidated subsidiaries | 113 | 86 | ||
Total equity | 1,728 | 4,105 | 4,083 | 3,132 |
Total liabilities and equity | 21,944 | 26,595 | ||
Parent Company [Member] | ||||
Current assets: | ||||
Prepaid income taxes | 17 | 27 | ||
Total current assets | 17 | 27 | ||
Intercompany receivable | 295 | 1,159 | ||
Other assets, net | 15 | |||
Net investment in subsidiaries | 1,728 | 3,438 | ||
Total assets | 2,055 | 4,624 | ||
Current liabilities: | ||||
Accrued liabilities | 17 | 4 | ||
Total current liabilities | 17 | 4 | ||
Deferred income taxes | 411 | 593 | ||
Other long-term liabilities | 12 | 8 | ||
Total liabilities | 440 | 605 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 1,975 | 1,963 | ||
Treasury stock, at cost | (7) | |||
Accumulated other comprehensive loss | (62) | (73) | ||
(Accumulated deficit) retained earnings | (299) | 2,135 | ||
Total Community Health Systems, Inc. stockholders' equity | 1,615 | 4,019 | ||
Total equity | 1,615 | 4,019 | ||
Total liabilities and equity | 2,055 | 4,624 | ||
Issuer [Member] | ||||
Current assets: | ||||
Intercompany receivable | 14,966 | 16,540 | ||
Net investment in subsidiaries | 22,205 | 20,257 | ||
Total assets | 37,171 | 36,797 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 149 | 162 | ||
Interest | 205 | 226 | ||
Total current liabilities | 354 | 388 | ||
Long-term debt | 14,018 | 15,605 | ||
Intercompany payable | 19,811 | 16,150 | ||
Other long-term liabilities | 1,259 | 1,216 | ||
Total liabilities | 35,442 | 33,359 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | 676 | 1,324 | ||
Accumulated other comprehensive loss | (62) | (73) | ||
(Accumulated deficit) retained earnings | 1,115 | 2,187 | ||
Total Community Health Systems, Inc. stockholders' equity | 1,729 | 3,438 | ||
Total equity | 1,729 | 3,438 | ||
Total liabilities and equity | 37,171 | 36,797 | ||
Other Guarantor [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 162 | 31 | 370 | 249 |
Patient accounts receivable, net of allowance for doubtful accounts | 843 | 924 | ||
Supplies | 324 | 362 | ||
Prepaid expenses and taxes | 133 | 128 | ||
Other current assets | 283 | 336 | ||
Total current assets | 1,745 | 1,781 | ||
Intercompany receivable | 667 | 4,062 | ||
Property and equipment, net | 5,403 | 6,311 | ||
Goodwill | 3,735 | 5,501 | ||
Other assets, net | 2,820 | 2,185 | ||
Net investment in subsidiaries | 8,607 | 9,354 | ||
Total assets | 22,977 | 29,194 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 56 | 49 | ||
Accounts payable | 715 | 785 | ||
Interest | 1 | |||
Accrued liabilities | 775 | 824 | ||
Total current liabilities | 1,547 | 1,658 | ||
Long-term debt | 233 | 136 | ||
Intercompany payable | 17,508 | 22,232 | ||
Other long-term liabilities | 1,187 | 1,196 | ||
Total liabilities | 20,475 | 25,222 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | 1,080 | 1,505 | ||
Accumulated other comprehensive loss | (22) | (21) | ||
(Accumulated deficit) retained earnings | 1,444 | 2,488 | ||
Total Community Health Systems, Inc. stockholders' equity | 2,502 | 3,972 | ||
Total equity | 2,502 | 3,972 | ||
Total liabilities and equity | 22,977 | 29,194 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 76 | 153 | $ 139 | $ 124 |
Patient accounts receivable, net of allowance for doubtful accounts | 2,333 | 2,687 | ||
Supplies | 156 | 218 | ||
Prepaid expenses and taxes | 54 | 69 | ||
Other current assets | 285 | 231 | ||
Total current assets | 2,904 | 3,358 | ||
Intercompany receivable | 6,985 | 7,479 | ||
Property and equipment, net | 2,746 | 3,801 | ||
Goodwill | 2,786 | 3,464 | ||
Other assets, net | 995 | 1,212 | ||
Total assets | 16,416 | 19,314 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 250 | 18 | ||
Accounts payable | 280 | 473 | ||
Interest | 1 | 1 | ||
Accrued liabilities | 438 | 530 | ||
Total current liabilities | 969 | 1,022 | ||
Long-term debt | 538 | 815 | ||
Intercompany payable | 13,393 | 15,524 | ||
Other long-term liabilities | 339 | 322 | ||
Total liabilities | 15,239 | 17,683 | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 554 | 571 | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | 816 | 965 | ||
Accumulated other comprehensive loss | (9) | (3) | ||
(Accumulated deficit) retained earnings | (297) | 12 | ||
Total Community Health Systems, Inc. stockholders' equity | 510 | 974 | ||
Noncontrolling interests in equity of consolidated subsidiaries | 113 | 86 | ||
Total equity | 623 | 1,060 | ||
Total liabilities and equity | 16,416 | 19,314 | ||
Consolidation, Eliminations [Member] | ||||
Current assets: | ||||
Intercompany receivable | (22,913) | (29,240) | ||
Other assets, net | (1,222) | (1,045) | ||
Net investment in subsidiaries | (32,540) | (33,049) | ||
Total assets | (56,675) | (63,334) | ||
Current liabilities: | ||||
Intercompany payable | (50,712) | (53,906) | ||
Other long-term liabilities | (1,222) | (1,044) | ||
Total liabilities | (51,934) | (54,950) | ||
Community Health Systems, Inc. stockholders' equity: | ||||
Additional paid-in capital | (2,572) | (3,794) | ||
Accumulated other comprehensive loss | 93 | 97 | ||
(Accumulated deficit) retained earnings | (2,262) | (4,687) | ||
Total Community Health Systems, Inc. stockholders' equity | (4,741) | (8,384) | ||
Total equity | (4,741) | (8,384) | ||
Total liabilities and equity | $ (56,675) | $ (63,334) |
Supplemental Condensed Conso135
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Cash Flows) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | $ 1,137 | $ 921 | $ 1,615 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related equipment | (123) | (57) | (3,091) |
Purchases of property and equipment | (744) | (953) | (853) |
Proceeds from disposition of hospitals and other ancillary operations | 143 | 155 | 88 |
Proceeds from sale of property and equipment | 15 | 15 | 50 |
Purchases of available-for-sale securities | (505) | (162) | (263) |
Proceeds from sales of available-for-sale securities | 464 | 156 | 229 |
Proceeds from sale of investments in unconsolidated affiliates | 403 | ||
Distribution from Quorum Health Corporation | 1,219 | ||
Increase in other investments | (242) | (205) | (511) |
Net cash provided by (used in) investing activities | 630 | (1,051) | (4,351) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 25 | 65 | |
Repurchase of restricted stock shares for payroll tax withholding requirements | (6) | (20) | (11) |
Stock buy-back | (159) | (9) | |
Deferred financing costs and other debt-related costs | (26) | (30) | (276) |
Proceeds from noncontrolling investors in joint ventures | 47 | 10 | |
Redemption of noncontrolling investments in joint ventures | (19) | (36) | (158) |
Distributions to noncontrolling investors in joint ventures | (92) | (100) | (104) |
Proceeds from sale-lease back | 159 | ||
Borrowings under credit agreements | 4,879 | 4,922 | 9,131 |
Issuance of long-term debt | 4,000 | ||
Proceeds from receivables facility | 107 | 206 | 204 |
Repayments of long-term indebtedness | (6,715) | (5,050) | (9,980) |
Net cash (used in) provided by financing activities | (1,713) | (195) | 2,872 |
Net change in cash and cash equivalents | 54 | (325) | 136 |
Cash and cash equivalents at beginning of period | 184 | 509 | 373 |
Cash and cash equivalents at end of period | 238 | 184 | 509 |
Parent Company [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | 14 | (25) | 176 |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 25 | 65 | |
Repurchase of restricted stock shares for payroll tax withholding requirements | (6) | (20) | (11) |
Stock buy-back | (159) | (9) | |
Changes in intercompany balances with affiliates, net | (8) | 179 | (221) |
Net cash (used in) provided by financing activities | (14) | 25 | (176) |
Issuer [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | (335) | 159 | 319 |
Cash flows from investing activities: | |||
Distribution from Quorum Health Corporation | 1,219 | ||
Net cash provided by (used in) investing activities | 1,219 | ||
Cash flows from financing activities: | |||
Deferred financing costs and other debt-related costs | (26) | (30) | (276) |
Changes in intercompany balances with affiliates, net | 801 | (181) | (3,334) |
Borrowings under credit agreements | 4,848 | 4,880 | 9,081 |
Issuance of long-term debt | 4,000 | ||
Repayments of long-term indebtedness | (6,507) | (4,828) | (9,790) |
Net cash (used in) provided by financing activities | (884) | (159) | (319) |
Other Guarantor [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | 1,322 | 569 | 919 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related equipment | (3) | (21) | (2,876) |
Purchases of property and equipment | (519) | (660) | (577) |
Proceeds from disposition of hospitals and other ancillary operations | 16 | 21 | 3 |
Proceeds from sale of property and equipment | 8 | 7 | 41 |
Purchases of available-for-sale securities | (263) | (53) | (23) |
Proceeds from sales of available-for-sale securities | 218 | 46 | 24 |
Proceeds from sale of investments in unconsolidated affiliates | 403 | ||
Increase in other investments | (178) | (156) | (352) |
Net cash provided by (used in) investing activities | (318) | (816) | (3,760) |
Cash flows from financing activities: | |||
Proceeds from sale-lease back | 147 | ||
Changes in intercompany balances with affiliates, net | (980) | (57) | 3,017 |
Borrowings under credit agreements | 28 | 34 | 34 |
Repayments of long-term indebtedness | (68) | (69) | (89) |
Net cash (used in) provided by financing activities | (873) | (92) | 2,962 |
Net change in cash and cash equivalents | 131 | (339) | 121 |
Cash and cash equivalents at beginning of period | 31 | 370 | 249 |
Cash and cash equivalents at end of period | 162 | 31 | 370 |
Non-Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | 136 | 218 | 201 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related equipment | (120) | (36) | (215) |
Purchases of property and equipment | (225) | (293) | (276) |
Proceeds from disposition of hospitals and other ancillary operations | 127 | 134 | 85 |
Proceeds from sale of property and equipment | 7 | 8 | 9 |
Purchases of available-for-sale securities | (242) | (109) | (240) |
Proceeds from sales of available-for-sale securities | 246 | 110 | 205 |
Increase in other investments | (64) | (49) | (159) |
Net cash provided by (used in) investing activities | (271) | (235) | (591) |
Cash flows from financing activities: | |||
Proceeds from noncontrolling investors in joint ventures | 47 | 10 | |
Redemption of noncontrolling investments in joint ventures | (19) | (36) | (158) |
Distributions to noncontrolling investors in joint ventures | (92) | (100) | (104) |
Proceeds from sale-lease back | 12 | ||
Changes in intercompany balances with affiliates, net | 187 | 59 | 538 |
Borrowings under credit agreements | 3 | 8 | 16 |
Proceeds from receivables facility | 107 | 206 | 204 |
Repayments of long-term indebtedness | (140) | (153) | (101) |
Net cash (used in) provided by financing activities | 58 | 31 | 405 |
Net change in cash and cash equivalents | (77) | 14 | 15 |
Cash and cash equivalents at beginning of period | 153 | 139 | 124 |
Cash and cash equivalents at end of period | $ 76 | $ 153 | $ 139 |
Schedule of Qualifying and V136
Schedule of Qualifying and Valuation Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 4,110 | $ 3,504 | $ 2,438 |
Acquisitions and Dispositions | (365) | (17) | 960 |
Charged to Costs and Expenses | 2,849 | 3,168 | 3,022 |
Write-offs | (2,821) | (2,545) | (2,916) |
Balance at End of Year | $ 3,773 | $ 4,110 | $ 3,504 |