Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 18, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-15925 | ||
Entity Registrant Name | COMMUNITY HEALTH SYSTEMS INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3893191 | ||
Entity Address, Address Line One | 4000 Meridian Boulevard | ||
Entity Address, City or Town | Franklin | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37067 | ||
City Area Code | 615 | ||
Local Phone Number | 465-7000 | ||
Title of 12(b) Security | Common Stock, $.01 par value | ||
Trading Symbol | CYH | ||
Security Exchange Name | NYSE | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001108109 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 295,833,589 | ||
Entity Common Stock, Shares Outstanding | 117,856,892 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain information required for Part III of this annual report is incorporated by reference to portions of the Registrant’s definitive proxy statement for its 2020 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year ended December 31, 2019. |
Consolidated Statements of Loss
Consolidated Statements of Loss - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||||||||
Net operating revenues (see Note 1) | $ 3,286,000,000 | $ 3,246,000,000 | $ 3,302,000,000 | $ 3,376,000,000 | $ 3,453,000,000 | $ 3,451,000,000 | $ 3,562,000,000 | $ 3,689,000,000 | $ 13,210,000,000 | [1] | $ 14,155,000,000 | [1] | $ 15,353,000,000 | ||||||||
Operating costs and expenses: | |||||||||||||||||||||
Salaries and benefits | 5,947,000,000 | 6,384,000,000 | 7,376,000,000 | ||||||||||||||||||
Supplies | 2,151,000,000 | 2,355,000,000 | 2,672,000,000 | ||||||||||||||||||
Other operating expenses | 3,303,000,000 | 3,496,000,000 | 3,864,000,000 | ||||||||||||||||||
Government and other legal settlements and related costs | 93,000,000 | 11,000,000 | (31,000,000) | ||||||||||||||||||
Electronic health records incentive reimbursement | (1,000,000) | (4,000,000) | (28,000,000) | ||||||||||||||||||
Lease cost and rent | 321,000,000 | 337,000,000 | 394,000,000 | ||||||||||||||||||
Depreciation and amortization | 608,000,000 | 700,000,000 | 861,000,000 | ||||||||||||||||||
Impairment and loss on sale of businesses, net | 138,000,000 | 668,000,000 | 2,123,000,000 | ||||||||||||||||||
Total operating costs and expenses | 12,560,000,000 | 13,947,000,000 | 17,231,000,000 | ||||||||||||||||||
Income from operations | 650,000,000 | 208,000,000 | (1,878,000,000) | ||||||||||||||||||
Interest expense, net of interest income of $3, $7, and $11 in 2019, 2018 and 2017, respectively | 1,041,000,000 | 976,000,000 | 931,000,000 | ||||||||||||||||||
Loss (gain) from early extinguishment of debt | 54,000,000 | (31,000,000) | 40,000,000 | ||||||||||||||||||
Equity in earnings of unconsolidated affiliates | (15,000,000) | (22,000,000) | (16,000,000) | ||||||||||||||||||
Loss from continuing operations before income taxes | (115,000,000) | (72,000,000) | (149,000,000) | (94,000,000) | (369,000,000) | (204,000,000) | (129,000,000) | (13,000,000) | (430,000,000) | [1] | (715,000,000) | [1] | (2,833,000,000) | ||||||||
Provision for (benefit from) income taxes | 160,000,000 | (11,000,000) | (449,000,000) | ||||||||||||||||||
Loss from continuing operations | (346,000,000) | 2,000,000 | (146,000,000) | (101,000,000) | (299,000,000) | (308,000,000) | (91,000,000) | (6,000,000) | (590,000,000) | [1] | (704,000,000) | [1] | (2,384,000,000) | ||||||||
Discontinued operations, net of taxes: | |||||||||||||||||||||
Loss from operations of entities sold or held for sale | (6,000,000) | ||||||||||||||||||||
Impairment of hospitals sold or held for sale | 0 | 0 | (6,000,000) | ||||||||||||||||||
Loss from discontinued operations, net of taxes | (12,000,000) | ||||||||||||||||||||
Net loss | (590,000,000) | (704,000,000) | (2,396,000,000) | ||||||||||||||||||
Less: Net income attributable to noncontrolling interests | 85,000,000 | 84,000,000 | 63,000,000 | ||||||||||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | $ (373,000,000) | $ (17,000,000) | $ (167,000,000) | $ (118,000,000) | $ (328,000,000) | $ (325,000,000) | $ (110,000,000) | $ (25,000,000) | $ (675,000,000) | [1] | $ (788,000,000) | [1] | $ (2,459,000,000) | ||||||||
Loss per share attributable to Community Health Systems, Inc. common stockholders: | |||||||||||||||||||||
Basic | $ (3.27) | [2] | $ (0.15) | [2] | $ (1.47) | [2] | $ (1.04) | [2] | $ (2.91) | [2] | $ (2.88) | [2] | $ (0.97) | [2] | $ (0.22) | [2] | $ (5.93) | [1],[2] | $ (6.99) | [1],[2] | $ (22) |
Diluted | (3.27) | (0.15) | (1.47) | (1.04) | (2.91) | (2.88) | (0.97) | (0.22) | (5.93) | [1] | (6.99) | [1] | (22) | ||||||||
Basic loss per share attributable to Community Health Systems, Inc. common stockholders: | |||||||||||||||||||||
Continuing operations | (3.27) | [2] | (0.15) | [2] | (1.47) | [2] | (1.04) | [2] | (2.91) | [2] | (2.88) | [2] | (0.97) | [2] | (0.22) | [2] | (5.93) | [1],[2] | (6.99) | [1],[2] | (21.89) |
Discontinued operations | (0.11) | ||||||||||||||||||||
Diluted loss per share attributable to Community Health Systems, Inc. common stockholders: | |||||||||||||||||||||
Continuing operations | $ (3.27) | $ (0.15) | $ (1.47) | $ (1.04) | $ (2.91) | $ (2.88) | $ (0.97) | $ (0.22) | $ (5.93) | [1] | $ (6.99) | [1] | (21.89) | ||||||||
Discontinued operations | $ (0.11) | ||||||||||||||||||||
Weighted-average number of shares outstanding: | |||||||||||||||||||||
Basic | 113,935,629 | 113,891,721 | 113,862,097 | 113,257,608 | 112,909,869 | 112,865,482 | 112,837,944 | 112,291,496 | 113,739,046 | [1] | 112,728,274 | [1] | 111,769,821 | ||||||||
Diluted | 113,935,629 | 113,891,721 | 113,862,097 | 113,257,608 | 112,909,869 | 112,865,482 | 112,837,944 | 112,291,496 | 113,739,046 | [1] | 112,728,274 | [1] | 111,769,821 | ||||||||
Operating Revenues (Net of Contractual Allowances and Discounts) [Member] | |||||||||||||||||||||
Net operating revenues (see Note 1) | $ 18,398,000,000 | ||||||||||||||||||||
Provision for Bad Debts [Member] | |||||||||||||||||||||
Net operating revenues (see Note 1) | $ 3,045,000,000 | ||||||||||||||||||||
[1] | Total quarterly amounts may not add due to rounding. | ||||||||||||||||||||
[2] | Total per share amounts may not add due to rounding. |
Consolidated Statements of Lo_2
Consolidated Statements of Loss (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Loss [Abstract] | |||
Interest income | $ 3 | $ 7 | $ 11 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Comprehensive Loss [Abstract] | |||
Net loss | $ (590) | $ (704) | $ (2,396) |
Other comprehensive (loss) income, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | (3) | 20 | 19 |
Net change in fair value of available-for-sale debt securities, net of tax | 4 | (2) | 8 |
Amortization and recognition of unrecognized pension cost components, net of tax | (1) | 14 | |
Other comprehensive income | 1 | 17 | 41 |
Comprehensive loss | (589) | (687) | (2,355) |
Less: Comprehensive income attributable to noncontrolling interests | 85 | 84 | 63 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | $ (674) | $ (771) | $ (2,418) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Comprehensive Loss [Abstract] | |||
Net change in fair value of interest rate swaps, tax | $ 1 | $ 6 | $ 10 |
Amortization and recognition of unrecognized pension cost components, tax | $ 0 | $ 1 | $ 9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 216 | $ 196 |
Patient accounts receivable | 2,258 | 2,352 |
Supplies | 354 | 402 |
Prepaid income taxes | 48 | 3 |
Prepaid expenses and taxes | 193 | 196 |
Other current assets | 358 | 400 |
Total current assets | 3,427 | 3,549 |
Property and equipment | ||
Land and improvements | 560 | 597 |
Buildings and improvements | 5,878 | 6,228 |
Equipment and fixtures | 3,215 | 3,476 |
Property and equipment | 9,653 | 10,301 |
Less accumulated depreciation and amortization | (4,045) | (4,162) |
Property and equipment, net | 5,608 | 6,139 |
Goodwill | 4,328 | 4,559 |
Deferred income taxes | 38 | 69 |
Other assets, net of accumulated amortization of $981 and $939 at December 31, 2019 and 2018, respectively | 2,208 | 1,543 |
Total assets | 15,609 | 15,859 |
Current liabilities: | ||
Current maturities of long-term debt | 20 | 204 |
Current operating lease liabilities | 136 | |
Accounts payable | 811 | 887 |
Accrued liabilities: | ||
Employee compensation | 594 | 627 |
Accrued interest | 189 | 206 |
Other | 532 | 468 |
Total current liabilities | 2,282 | 2,392 |
Long-term debt | 13,385 | 13,392 |
Deferred income taxes | 200 | 26 |
Long-term operating lease liabilities | 487 | |
Other long-term liabilities | 894 | 1,008 |
Total liabilities | 17,248 | 16,818 |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 502 | 504 |
Commitments and contingencies (Note 15) | ||
Community Health Systems, Inc. stockholders' deficit: | ||
Preferred stock, $.01 par value per share, 100,000,000 shares authorized; none issued | ||
Common stock, $.01 par value per share, 300,000,000 shares authorized; 117,822,631 shares issued and outstanding at December 31, 2019, and 116,248,376 shares issued and outstanding at December 31, 2018 | 1 | 1 |
Additional paid-in capital | 2,008 | 2,017 |
Accumulated other comprehensive loss | (9) | (10) |
Accumulated deficit | (4,218) | (3,543) |
Total Community Health Systems, Inc. stockholders' deficit | (2,218) | (1,535) |
Noncontrolling interests in equity of consolidated subsidiaries | 77 | 72 |
Total stockholders' deficit | (2,141) | (1,463) |
Total liabilities and stockholders' deficit | $ 15,609 | $ 15,859 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Consolidated Balance Sheets [Abstract] | ||
Accumulated amortization | $ 981 | $ 939 |
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 | 117,822,631 | 116,248,376 |
Common stock, shares outstanding | 117,822,631 | 116,248,376 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Millions | Redeemable Noncontrolling Interests (Non- Equity) [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficiet [Member] | Noncontrolling Interest [Member] | Total |
Equity, beginning balance at Dec. 31, 2016 | $ 1 | $ 1,975 | $ (62) | $ (299) | $ 113 | $ 1,728 | |
Redeemable Noncontrolling Interests, beginning balance at Dec. 31, 2016 | $ 554 | ||||||
Shares, outstanding, beginning balance at Dec. 31, 2016 | 113,876,580 | ||||||
Comprehensive income (loss) | 41 | (2,459) | 25 | (2,393) | |||
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 38 | ||||||
Contributions from noncontrolling interests | 5 | 5 | |||||
Distributions to noncontrolling interests | (29) | (29) | |||||
Distributions to redeemable noncontrolling interests | (71) | ||||||
Purchase of subsidiary shares from noncontrolling interests | (4) | (2) | (2) | ||||
Disposition of less-than-wholly owned hospital | (10) | (10) | |||||
Disposition of less-than-wholly owned hospital | 2 | ||||||
Noncontrolling interests in acquired entity | 1 | ||||||
Other reclassifications of noncontrolling interests | (29) | (29) | |||||
Other reclassifications of redeemable noncontrolling interests | 29 | ||||||
Adjustment to redemption value of redeemable noncontrolling interests | 22 | 22 | |||||
Adjustment to redemption value of redeemable noncontrolling interests | (22) | ||||||
Distribution of Quorum Health Corporation | (3) | (3) | |||||
Cancellation of restricted stock for tax withholdings on vested shares | (5) | (5) | |||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (560,098) | ||||||
Stock-based compensation | 24 | 24 | |||||
Stock-based compensation, shares | 1,334,522 | ||||||
Equity, ending balance at Dec. 31, 2017 | $ 1 | 2,014 | (21) | (2,761) | 75 | (692) | |
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2017 | 527 | ||||||
Shares, outstanding, ending balance at Dec. 31, 2017 | 114,651,004 | ||||||
Comprehensive income (loss) | 17 | (788) | 30 | (741) | |||
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 54 | ||||||
Adoption of new accounting standards | (6) | 6 | |||||
Contributions from redeemable noncontrolling interests | 3 | ||||||
Distributions to noncontrolling interests | (28) | (28) | |||||
Distributions to redeemable noncontrolling interests | (68) | ||||||
Purchase of subsidiary shares from noncontrolling interests | (24) | (4) | (3) | (7) | |||
Noncontrolling interests in acquired entity | 6 | ||||||
Other reclassifications of noncontrolling interests | (2) | (2) | |||||
Other reclassifications of redeemable noncontrolling interests | 1 | ||||||
Adjustment to redemption value of redeemable noncontrolling interests | (5) | (5) | |||||
Adjustment to redemption value of redeemable noncontrolling interests | 5 | ||||||
Cancellation of restricted stock for tax withholdings on vested shares | (1) | (1) | |||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (293,735) | ||||||
Income tax payable increase from vesting of restricted shares, shares | 333 | ||||||
Stock-based compensation | 13 | 13 | |||||
Stock-based compensation, shares | 1,890,774 | ||||||
Equity, ending balance at Dec. 31, 2018 | $ 1 | 2,017 | (10) | (3,543) | 72 | (1,463) | |
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2018 | 504 | 504 | |||||
Shares, outstanding, ending balance at Dec. 31, 2018 | 116,248,376 | ||||||
Comprehensive income (loss) | 1 | (675) | 33 | (641) | |||
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 52 | ||||||
Contributions from noncontrolling interests | 7 | 7 | |||||
Contributions from redeemable noncontrolling interests | 3 | ||||||
Distributions to noncontrolling interests | (31) | (31) | |||||
Distributions to redeemable noncontrolling interests | (68) | ||||||
Purchase of subsidiary shares from noncontrolling interests | (8) | 3 | (6) | (3) | |||
Other reclassifications of noncontrolling interests | 2 | 2 | |||||
Other reclassifications of redeemable noncontrolling interests | (2) | ||||||
Adjustment to redemption value of redeemable noncontrolling interests | (21) | (21) | |||||
Adjustment to redemption value of redeemable noncontrolling interests | 21 | ||||||
Cancellation of restricted stock for tax withholdings on vested shares | (1) | (1) | |||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (298,182) | ||||||
Income tax payable increase from vesting of restricted shares, shares | 333 | ||||||
Stock-based compensation | 10 | 10 | |||||
Stock-based compensation, shares | 1,872,104 | ||||||
Equity, ending balance at Dec. 31, 2019 | $ 1 | $ 2,008 | $ (9) | $ (4,218) | $ 77 | (2,141) | |
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2019 | $ 502 | $ 502 | |||||
Shares, outstanding, ending balance at Dec. 31, 2019 | 117,822,631 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (590) | $ (704) | $ (2,396) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 608 | 700 | 861 |
Deferred income taxes | 203 | (3) | (454) |
Government and other legal settlements and related costs | 51 | 11 | 9 |
Stock-based compensation expense | 10 | 13 | 24 |
Impairment of hospitals sold or held for sale | 6 | ||
Impairment and loss on sale of businesses, net | 138 | 668 | 2,123 |
Loss (gain) from early extinguishment of debt | 54 | (31) | 40 |
Other non-cash expenses, net | 182 | 38 | 35 |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | |||
Patient accounts receivable | 93 | 31 | 732 |
Supplies, prepaid expenses and other current assets | 38 | 16 | (33) |
Accounts payable, accrued liabilities and income taxes | (157) | (163) | (69) |
Payment of HMA legal settlement | (266) | ||
Other | (245) | (36) | (105) |
Net cash provided by operating activities | 385 | 274 | 773 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related businesses | (13) | (26) | (6) |
Purchases of property and equipment | (438) | (527) | (564) |
Proceeds from disposition of hospitals and other ancillary operations | 604 | 405 | 1,692 |
Proceeds from sale of property and equipment | 3 | 8 | 7 |
Purchases of available-for-sale debt securities and equity securities | (80) | (78) | (125) |
Proceeds from sales of available-for-sale debt securities and equity securities | 92 | 114 | 208 |
Increase in other investments | (170) | (141) | (143) |
Net cash (used in) provided by investing activities | (2) | (245) | 1,069 |
Cash flows from financing activities: | |||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) | (5) |
Deferred financing costs and other debt-related costs | (46) | (96) | (66) |
Proceeds from noncontrolling investors in joint ventures | 10 | 3 | 5 |
Redemption of noncontrolling investments in joint ventures | (11) | (31) | (6) |
Distributions to noncontrolling investors in joint ventures | (99) | (96) | (100) |
Proceeds from sale-lease back | 60 | ||
Borrowings under credit agreements | 37 | 28 | 841 |
Issuance of long-term debt | 3,042 | 1,033 | 3,100 |
Proceeds from ABL facility | 202 | 797 | 105 |
Repayments of long-term indebtedness | (3,557) | (2,033) | (5,391) |
Net cash used in financing activities | (363) | (396) | (1,517) |
Net change in cash and cash equivalents | 20 | (367) | 325 |
Cash and cash equivalents at beginning of period | 196 | 563 | 238 |
Cash and cash equivalents at end of period | 216 | 196 | 563 |
Supplemental disclosure of cash flow information: | |||
Interest payments | (1,011) | (936) | (852) |
Income tax refunds (payments), net | $ 3 | $ 19 | $ (4) |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, the Company owned or leased 102 hospitals, included in continuing operations, including two stand-alone rehabilitation or psychiatric hospitals, licensed for 16,240 beds in 18 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. As of December 31, 2019, Florida, Texas and Indiana represent the only areas of significant geographic concentration. Net operating revenues generated by the Company’s hospitals in Florida, as a percentage of consolidated operating revenues, were 14.3% in both 2019 and 2018 and 14.0% in 2017. Net operating revenues generated by the Company’s hospitals in Texas, as a percentage of consolidated operating revenues, were 12.2% in 2019, 11.7% in 2018 and 10.9% in 2017. Net operating revenues generated by the Company’s hospitals in Indiana, as a percentage of consolidated operating revenues, were 13.7% in 2019, 12.5% in 2018 and 11.6% in 2017. Use of Estimates . The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results could differ from these 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, 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 which were collectively $184 million, $181 million and $189 million for the years ended December 31, 2019, 2018 and 2017, respectively. Included in these corporate office costs is stock-based compensation of $10 million, $13 million and $24 million for the years ended December 31, 2019, 2018 and 2017, 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. Prior to adoption of Accounting Standards Update (“ASU”) 2016-01 on January 1, 2018, the Company’s marketable securities were classified as trading or available-for-sale. Trading securities were reported at fair value with unrealized gains and losses included in earnings. Available-for-sale securities were carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ (deficit) equity. After adoption of ASU 2016-01 on January 1, 2018, the Company’s marketable securities consist of debt securities that are classified as trading or available-for-sale and equity securities. Equity securities are reported at fair value with changes in fair value included in earnings. Available-for-sale debt securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ (deficit) equity. Trading securities are reported at fair value with unrealized gains and losses included in earnings. Other comprehensive loss, net of tax, included an unrealized gain of $4 million and $8 million during the years ended December 31, 2019 and 2017, respectively, and an unrealized loss of $2 million during the year ended December 31, 2018, related to these available-for-sale debt 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 $219 million at both December 31, 2019 and 2018. 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 $20 million, $15 million and $11 million for the years ended December 31, 2019, 2018 and 2017, respectively. Purchases of property and equipment and internal-use software accrued in accounts payable and not yet paid were $93 million and $115 million at December 31, 2019 and 2018, respectively. The Company also leases certain facilities and equipment under finance leases (see Note 9). 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, 2019, the Company had non-cash investing activity of $6 million related to certain facility and equipment additions that were financed through finance 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 4, the Company recorded an impairment charge of $1.419 billion during the year ended December 31, 2017. There was no goodwill impairment charge during the years ended December 31, 2019 and 2018 as a result of the Company’s annual impairment evaluation. 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; equity method investments; 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. Included in the increase in other investments in the consolidated statement of cash flows for the year ended December 31, 2019, was cash paid of approximately $28 million to increase investments in certain equity method investments. Revenue Recognition. On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, upon the Company’s adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore was included as a reduction to net operating revenues in 2019 and 2018. For changes in credit issues not assessed at the date of service, the Company prospectively recognizes those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required such provision to be presented separately as a component of net operating revenues. Additionally, upon adoption of ASC 606 the allowance for doubtful accounts of approximately $3.9 billion as of January 1, 2018 was reclassified as a component of net patient accounts receivable. Other than these changes in presentation on the consolidated statement of operations and consolidated balance sheet, the adoption of ASC 606 did not have a material impact on the consolidated results of operations for the years ended December 31, 2019 and 2018, and the Company does not expect it to have a material impact on its consolidated results of operations on a prospective basis. As part of the adoption of ASC 606, the Company elected two of the available practical expedients provided for in the standard. First, the Company does not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expenses all incremental customer contract acquisition costs as incurred because such costs are not material and would be amortized over a period less than one year. Net Operating Revenues Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During the years ended December 31, 2019 and 2018, the impact of changes to the inputs used to determine the transaction price was considered immaterial to the current period. States utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers that is not specifically tied to an individual’s care, some of which offsets a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the Centers for Medicare & Medicaid Services and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, 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. The Company’s net operating revenues during the years ended December 31, 2019 and 2018 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Year Ended December 31, 2019 2018 Medicare $ 3,331 - $ 3,730 Medicaid 1,736 1,876 Managed Care and other third-party payors 8,014 8,349 Self-pay 129 200 Total $ 13,210 $ 14,155 Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts) by payor have been presented in the following table for the year ended December 31, 2017, as follows, consistent with the presentation prior to the adoption of ASC 606 on January 1, 2018 (in millions): Year Ended December 31, 2017 Medicare $ 4,188 Medicaid 1,900 Managed Care and other third-party payors 9,991 Self-pay 2,319 Total $ 18,398 Patient Accounts Receivable Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends. Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions. Final settlements for some payors and programs are subject to adjustment based on administrative review and audit by third parties. As a result of these final settlements, the Company has recorded amounts due to third-party payors of $83 million and $144 million as of December 31, 2019 and December 31, 2018, respectively, and these amounts are included in accrued liabilities-other in the accompanying consolidated balance sheets. Amounts due from third-party payors were $137 million and $155 million as of December 31, 2019 and December 31, 2018, 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 2016. Charity Care In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. These charity care services are estimated to be $540 million, $491 million and $482 million for the years ended December 31, 2019, 2018 and 2017, 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 $66 million, $ 62 million and $62 million for the years ended December 31, 2019, 2018 and 2017, 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. During 2017 and culminating with the financial close process at December 31, 2017, the Company developed new accounting methodologies and processes to implement ASU 2014-09, the accounting standard for revenue recognition that was adopted by the Company effective January 1, 2018. By implementing new data extraction techniques and updated hindsight information on historical collection data, the Company was able to better estimate the net amount after contractual allowances owed by the third-party payor and what will be owed by the patient based on historical experience. Such updated information included portfolio-level data related to historical collection amounts on an individual hospital and patient level that previously had not been readily available. Using this information the Company created a new accounting process by which it can estimate contractual allowances on a per patient basis. In addition to this new accounting methodology, the Company also revised its methods of estimating contractual allowances to (1) expand the hindsight period over which the Company analyzes payors’ historical paid claims data to estimate contractual allowances, (2) expand the basis for payor denied claims to refine the hindsight reserve for such denials, and (3) adjust the contractual allowances for certain categories of commercial payors using more precise historical experience based on recent patterns of account reimbursement. Additionally, the Company evaluated the estimated collection of those amounts due from the patient as part of the Company’s estimate of the allowance for doubtful accounts. This analysis also included an evaluation of patient accounts receivable retained after the divestiture of 30 hospitals throughout 2017, and certain other revenues. Based on these new accounting processes and methodologies, the Company recorded a change in estimate during the three months ended December 31, 2017 to increase contractual allowances by approximately $197 million, and to record additional provision for bad debts and increase the allowance for doubtful accounts by $394 million. The total impact of the change in estimate recorded during the three months ended December 31, 2017 was a decrease to net operating revenues of $591 million. 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 $1 million, $4 million and $28 million for the years ended December 31, 2019, 2018 and 2017, 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. The Company received cash related to the incentive reimbursement for HITECH incentives of approximately less than $1 million, $4 million and $41 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company recorded no deferred revenue in connection with the receipt of these cash payments at December 31, 2019, 2018 or 201 7. Leases. On January 1, 2019, the Company adopted the cumulative accounting standard updates initially issued by the FASB in February 2016 that amend the accounting for leases and are codified as Accounting Standards Codification Topic 842 (“ ASC 842 ”) . These changes to the lease accounting model require operating leases be recorded on the balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. Leases with an initial term of 12 months or less that do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised are not recorded on the balance sheet; rather, rent expense for these leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company elected the amended transition requirements allowed for by the FASB in ASU 2018-11, which provide entities relief by allowing them not to recast prior comparative periods from the adoption of ASC 842. As a result, the prior year comparative financial statements have not been restated to reflect the adoption of ASC 842. Additionally, the Company elected the package of practical expedients available in ASC 842 upon adoption whereby an entity need not reassess expired contracts for lease identification or classification as a finance or operating lease, or for the reassessment of initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. Certain of the Company’s lease agreements have lease and non-lease components, which for the majority of leases the Company accounts for separately when the actual lease and non-lease components are determinable. For equipment leases with immaterial non-lease components incorporated into the fixed rent payment, the Company accounts for the lease and non-lease components as a single lease component in determining the lease payment. Additionally, for certain individually insignificant equipment leases such as copiers, the Company applies a portfolio approach to effectively record the operating lease liability and ROU asset. The adoption of ASC 842 had a material impact on the Company’s consolidated balance sheet through the recording of the operating lease liabilities and related ROU assets for leases in effect at January 1, 2019, but the adoption did not have a material impact on the Company’s consolidated statement of loss or consolidated statement of cash flows for the year ended December 31, 2019. The Company recorded approximately $673 million of operating lease liabilities and ROU assets on January 1, 2019 upon adoption of ASC 842, with no impact on accumulated deficit. 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, 2019 and 2018, the unamortized portion of these physician income guarantees was $20 million and $24 million, respectively, and is recorded in other assets in the consolidated balance sheet. 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 $268 million and $283 million at December 31, 2019 and 2018, respectively, representing 5% of consolidated net accounts receivable at both December 31, 2019 and 2018. Accounting for the Impairment or Disposal of Long-Lived Assets. During the year ended December 31, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $138 million, of which (i) approximately $92 million was recorded to reduce the carrying value of closed hospitals and certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell and (ii) approximately $46 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals or where the Company is in discussions with potential buyers for divestiture at a sales price that indicates a fair value below carrying value. Included in the carrying value of the hospital disposal groups at December 31, 2019 is a net allocation of approximately $167 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. The Company will continue to evaluate the potential for further impairment of the long-lived assets of underperforming hospitals as well as evaluate offers for potential sales. Based on such analysis, additional impairment charges may be recorded in the future . During the year ended December 31, 2018, the Company recorded a total combined impairment charge and loss on disposal of approximately $668 million, of which (i) approximately $423 million was recorded to reduce the carrying value of certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell, (ii) approximately $29 million was recorded to write-off the value of a promissory note received as consideration for the sale of three hospitals in 2017 where the buyer entered into bankruptcy proceedings, and (iii) approximately $216 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals that have ceased operations or where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value. Included in the carrying value of the hospital disposal groups at December 31, 2018 is a net allocation of approximately $186 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. 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 during the period in which the tax rate change becomes law. Comprehensive Loss . Comprehensive loss is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
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 14, 2018 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 15, 2018 (the “2009 Plan”). The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the “IRC”), as well as stock options which did not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Prior to being amended in 2009, the 2000 Plan also allowed for the grant of phantom stock. Persons eligible to receive grants under the 2000 Plan included the Company’s directors, officers, employees and consultants. All options granted under the 2000 Plan were “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurred in one-third increments on each of the first three anniversaries of the award date . Options granted prior to 2005 had a 10 -year contractual term, options granted in 2005 through 2007 had an eight -year contractual term and options granted since 2008 had a 10 -year contractual term. Pursuant to the amendment and restatement of the 2000 Plan dated March 20, 2013, no further grants will be awarded under the 2000 Plan. The 2009 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the IRC and for the grant of stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Persons eligible to receive grants under the 2009 Plan include the Company’s directors, officers, employees and consultants. To date, all options granted under the 2009 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date . Options granted in 2011 or later have a 10 -year contractual term. As of December 31, 2019, 5,308,206 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, 2019 2018 2017 Effect on loss before income taxes $ (10) $ (13) $ (24) Effect on net loss $ (8) $ (10) $ (16) At December 31, 2019, $13 million of unrecognized stock-based compensation expense related to outstanding unvested stock options, restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 22 months. Of that amount, $1 million related to outstanding unvested stock options was expected to be recognized over a weighted-average period of 26 months and $12 million related to outstanding unvested restricted stock and restricted stock units was expected to be recognized over a weighted-average period of 21 months. There were no modifications to awards during the years ended December 31, 2019, 2018 and 2017. The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Expected volatility 68.4 % N/A % N/A % Expected dividends - N/A N/A Expected term 5.6 years N/A N/A Risk-free interest rate 2.6 % N/A % N/A % In determining the expected term, the Company examined concentrations of option holdings and historical patterns of option exercises and forfeitures, as well as forward-looking factors, in an effort to determine if there were any discernable employee populations. From this analysis, the Company identified two primary employee populations, one consisting of certain senior executives and the other consisting of substantially all other recipients. The expected volatility rate was estimated based on historical volatility. In determining expected volatility, the Company also reviewed the market-based implied volatility of actively traded options of its common stock and determined that historical volatility utilized to estimate the expected volatility rate did not differ significantly from the implied volatility. The expected term computation is based on historical exercise and cancellation patterns and forward-looking factors, where present, for each population identified. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company adjusts the estimated forfeiture rate to its actual experience. Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of December 31, 2019, and changes during each of the years in the three-year period prior to December 31, 2019, 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 2019 Outstanding at December 31, 2016 1,185,320 $ 28.12 Granted - - Exercised - - Forfeited and cancelled (69,653) 33.52 Outstanding at December 31, 2017 1,115,667 31.56 Granted - - Exercised - - Forfeited and cancelled (490,729) 32.01 Outstanding at December 31, 2018 624,938 31.21 Granted 658,500 4.95 Exercised - - Forfeited and cancelled (173,304) 23.04 Outstanding at December 31, 2019 1,110,134 $ 16.90 5.6 years $ - Exercisable at December 31, 2019 486,134 $ 32.26 1.0 years $ - The weighted-average grant date fair value of stock options granted during the year ended December 31, 2019 was $3.05 . No stock options were granted during the years ended December 31, 2018 and 2017. 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 ( $2.90 ) 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, 2019. This amount changes based on the market value of the Company’s common stock. There were no options exercised during the years ended December 31, 2019, 2018 and 2017. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options. The Company has also awarded restricted stock under the 2009 Plan to employees of certain subsidiaries. With respect to time-based vesting restricted stock that has been awarded under the 2009 Plan, the restrictions on these shares have generally lapsed in one-third increments on each of the first three anniversaries of the award date. In addition, certain of the restricted stock awards granted to the Company’s senior executives have contained performance objectives required to be met in addition to any time-based vesting requirements. If the applicable performance objectives are not attained, these awards will be forfeited in their entirety. For such performance-based awards granted prior to March 1, 2017, performance objectives were measured over a one-year period, and, provided the target performance objective was attained, restrictions lapsed in one-third increments on each of the first three anniversaries of the award date. For performance-based awards granted on or after March 1, 2017, the performance objectives have been measured cumulatively over a three-year period. With respect to performance-based awards granted on or after March 1, 2017, if the applicable target performance objective is met at the end of the three-year period, then the portion of the restricted stock award subject to such performance objective will vest in full on the third anniversary of the award date. Additionally, for these awards, based on the level of achievement for the applicable performance objective within the parameters specified in the award agreement, the number of shares to be issued in connection with the vesting of the award may be adjusted to decrease or increase the number of shares specified in the original award. Notwithstanding the above-mentioned performance objectives and vesting requirements, the restrictions with respect to restricted stock granted under the 2009 Plan may lapse earlier in the event of death, disability or termination of employment by the Company for any reason other than for cause of the holder of the restricted stock, or change in control of the Company. Restricted stock awards subject to performance objectives that have not yet been satisfied are not considered outstanding for purposes of determining earnings per share until the performance objectives have been satisfied. Restricted stock outstanding under the 2009 Plan as of December 31, 2019, and changes during each of the years in the three-year period prior to December 31, 2019, were as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2016 2,969,285 $ 29.39 Granted 1,502,000 9.10 Vested (1,586,855) 33.91 Forfeited (240,511) 18.20 Unvested at December 31, 2017 2,643,919 16.17 Granted 1,987,000 4.54 Vested (1,154,670) 23.22 Forfeited (167,342) 10.29 Unvested at December 31, 2018 3,308,907 7.00 Granted 1,989,000 4.94 Vested (1,160,667) 8.89 Forfeited (279,838) 5.60 Unvested at December 31, 2019 3,857,402 5.47 Restricted stock units (“RSUs”) have been granted to the Company’s outside directors under the 2009 Plan. Each of the Company’s then serving outside directors received grants under the 2009 Plan of 18,498 RSUs, 37,118 RSUs and 34,068 RSUs on March 1, 2017, 2018 and 2019, respectively. Each of the 2017, 2018 and 2019 grants had a grant date fair value of approximately $170,000 . Vesting of these RSUs occurs in one-third increments on each of the first three anniversaries of the award date or upon the director’s earlier cessation of service on the board, other than for cause. RSUs outstanding under the 2009 Plan as of December 31, 2019, and changes during each of the years in the three-year period prior to December 31, 2019, were as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2016 120,386 $ 22.06 Granted 110,988 9.19 Vested (59,296) 24.90 Forfeited - - Unvested at December 31, 2017 172,078 12.78 Granted 296,944 4.58 Vested (71,116) 15.51 Forfeited - - Unvested at December 31, 2018 397,906 6.17 Granted 306,612 4.99 Vested (162,942) 7.42 Forfeited - - Unvested at December 31, 2019 541,576 5.13 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
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 when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. Acquisition and integration expenses related to prospective and closed acquisitions included in other operating expenses on the consolidated statements of loss were $ 2 million, $3 million and $2 million for the years ended December 31, 2019, 2018 and 2017, respectively. Effective June 1, 2019, one or more subsidiaries of the Company completed the acquisition of Northwest Mississippi Medical Center in Clarksdale, Mississippi. This healthcare system includes 181 licensed beds and other outpatient and ancillary services. The total cash consideration paid for operating assets was approximately $2 million with additional consideration of $9 million in assumed liabilities, for a total consideration of $11 million. This hospital was acquired in conjunction with the bankruptcy proceedings for the previous owner that acquired the hospital from the Company in 2017 as part of an agreement with the local county government associated with its lease of the hospital building. Based on the Company’s final purchase price allocation relating to this acquisition as of December 31, 2019, no goodwill has been recorded. Prior to the completion of the acquisition, the Company initiated a plan to sell this hospital and as such has classified this hospital as held for sale at December 31, 2019. Other Acquisitions During the years ended December 31, 2019, 2018 and 2017, one or more subsidiaries of the Company paid approximately $8 million, $26 million and $6 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, 2019, the Company allocated approximately $4 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $4 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. In connection with these acquisitions, during the year ended December 31, 2018, the Company allocated approximately $10 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $22 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. The value of noncontrolling interests acquired in these acquisitions was $6 million. During the year ended December 31, 2017, the Company allocated approximately $2 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $4 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. No value was allocated to noncontrolling interests recorded in these acquisitions. Divestitures In April 2014, FASB issued ASU 2014-08, which changed the requirements for reporting discontinued operations. Under this accounting standard, a discontinued operation is a disposal that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Additional disclosures are required for significant components of the entity that are disposed of or are held for sale but do not qualify as discontinued operations. This ASU was adopted on January 1, 2015 and is required to be applied on a prospective basis for disposals or components initially classified as held for sale after adoption. As a result, the following divestitures occurring subsequent to the date of adoption are included in continuing operations for the years ended December 31, 2019, 2018 and 2017. The following table provides a summary of hospitals included in continuing operations that the Company divested during the years ended December 31, 2019, 2018, and 2017: Licensed Hospital Buyer City, State Beds Effective Date 2019 Divestitures: Bluefield Regional Medical Center Princeton Community Hospital Association Bluefield, WV 92 October 1, 2019 Lake Wales Medical Center Adventist Health System Lake Wales, FL 160 September 1, 2019 Heart of Florida Regional Medical Center Adventist Health System Davenport, FL 193 September 1, 2019 College Station Medical Center St. Joseph Regional Health Center College Station, TX 167 August 1, 2019 Tennova Healthcare - Lebanon Vanderbilt University Medical Center Lebanon, TN 245 August 1, 2019 Chester Regional Medical Center Medical University Hospital Authority Chester, SC 82 March 1, 2019 Carolinas Hospital System - Florence Medical University Hospital Authority Florence, SC 396 March 1, 2019 Springs Memorial Hospital Medical University Hospital Authority Lancaster, SC 225 March 1, 2019 Carolinas Hospital System - Marion Medical University Hospital Authority Mullins, SC 124 March 1, 2019 Memorial Hospital of Salem County Community Healthcare Associates, LLC Salem, NJ 126 January 31, 2019 Mary Black Health System - Spartanburg Spartanburg Regional Healthcare System Spartanburg, SC 207 January 1, 2019 Mary Black Health System - Gaffney Spartanburg Regional Healthcare System Gaffney, SC 125 January 1, 2019 2018 Divestitures: Sparks Regional Medical Center Baptist Health Fort Smith, AR 492 November 1, 2018 Sparks Medical Center - Van Buren Baptist Health Van Buren, AR 103 November 1, 2018 AllianceHealth Deaconess INTEGRIS Health Oklahoma City, OK 238 October 1, 2018 Munroe Regional Medical Center Adventist Health System Ocala, FL 425 August 1, 2018 Tennova Healthcare - Dyersburg Regional West Tennessee Healthcare Dyersburg, TN 225 June 1, 2018 Tennova Healthcare - Regional Jackson West Tennessee Healthcare Jackson, TN 150 June 1, 2018 Tennova Healthcare - Volunteer Martin West Tennessee Healthcare Martin, TN 100 June 1, 2018 Licensed Hospital Buyer City, State Beds Effective Date Williamson Memorial Hospital Mingo Health Partners, LLC Williamson, WV 76 June 1, 2018 Byrd Regional Hospital Allegiance Health Management Leesville, LA 60 June 1, 2018 Tennova Healthcare - Jamestown Rennova Health, Inc. Jamestown, TN 85 June 1, 2018 Bayfront Health Dade City Adventist Health System Dade City, FL 120 April 1, 2018 2017 Divestitures: Highlands Regional Medical Center HCA Healthcare, Inc. (“HCA”) Sebring, FL 126 November 1, 2017 Merit Health Northwest Mississippi Curae Health, Inc. Clarksdale, MS 181 November 1, 2017 Weatherford Regional Medical Center HCA Weatherford, TX 103 October 1, 2017 Brandywine Hospital Reading Health System Coatesville, PA 169 October 1, 2017 Chestnut Hill Hospital Reading Health System Philadelphia, PA 148 October 1, 2017 Jennersville Hospital Reading Health System West Grove, PA 63 October 1, 2017 Phoenixville Hospital Reading Health System Phoenixville, PA 151 October 1, 2017 Pottstown Memorial Medical Center Reading Health System Pottstown, PA 232 October 1, 2017 Yakima Regional Medical and Cardiac Center Regional Health Yakima, WA 214 September 1, 2017 Toppenish Community Hospital Regional Health Toppenish, WA 63 September 1, 2017 Memorial Hospital of York PinnacleHealth System York, PA 100 July 1, 2017 Lancaster Regional Medical Center PinnacleHealth System Lancaster, PA 214 July 1, 2017 Heart of Lancaster Regional Medical Center PinnacleHealth System Lititz, PA 148 July 1, 2017 Carlisle Regional Medical Center PinnacleHealth System Carlisle, PA 165 July 1, 2017 Tomball Regional Medical Center HCA Tomball, TX 350 July 1, 2017 South Texas Regional Medical Center HCA Jourdanton, TX 67 July 1, 2017 Deaconess Hospital MultiCare Health System Spokane, WA 388 July 1, 2017 Valley Hospital MultiCare Health System Spokane Valley, WA 123 July 1, 2017 Lake Area Medical Center CHRISTUS Health Lake Charles, LA 88 June 30, 2017 Easton Hospital Steward Health, Inc. Easton, PA 196 May 1, 2017 Sharon Regional Health System Steward Health, Inc. Sharon, PA 258 May 1, 2017 Northside Medical Center Steward Health, Inc. Youngstown, OH 355 May 1, 2017 Trumbull Memorial Hospital Steward Health, Inc. Warren, OH 311 May 1, 2017 Hillside Rehabilitation Hospital Steward Health, Inc. Warren, OH 69 May 1, 2017 Wuesthoff Health System – Rockledge Steward Health, Inc. Rockledge, FL 298 May 1, 2017 Wuesthoff Health System – Melbourne Steward Health, Inc. Melbourne, FL 119 May 1, 2017 Sebastian River Medical Center Steward Health, Inc. Sebastian, FL 154 May 1, 2017 Stringfellow Memorial Hospital The Health Care Authority Anniston, AL 125 May 1, 2017 of the City of Anniston Merit Health Gilmore Memorial Curae Health, Inc. Amory, MS 95 May 1, 2017 Merit Health Batesville Curae Health, Inc. Batesville, MS 112 May 1, 2017 On May 1, 2017 , one or more subsidiaries of the Company sold AllianceHealth Pryor ( 52 licensed beds) in Pryor, Oklahoma, and its associated assets to Ardent Health Services Inc. for approximately $1 million in cash. This hospital has been reported in the consolidated statements of loss in discontinued operations. Net operating revenues and loss from discontinued operations for the respective periods are as follows (in millions): Year Ended December 31, 2017 Net operating revenues $ 79 Loss from operations of entities sold or held for sale before income taxes (10) Impairment of hospitals sold or held for sale (8) Loss on sale, net (1) Loss from discontinued operations, before taxes (19) Income tax benefit (7) Loss from discontinued operations, net of taxes $ (12) As part of its ongoing evaluation of the fair value of the hospitals it is marketing for sale, the Company recorded an impairment charge on the carrying value of the long-lived assets at these hospitals in discontinued operations of $ 6 million, net of tax, for the year ended December 31, 2017. There was no impairment charge recorded for the years ended December 31, 2019 and 2018. Interest expense was allocated to discontinued operations based on sale proceeds available for debt repayment. The following table discloses amounts included in the consolidated balance sheet for the hospitals classified as held for sale as of December 31, 2019 and 2018 (in millions): December 31, 2019 2018 Other current assets $ 25 $ 21 Other assets, net 262 154 Accrued liabilities 43 44 Financial and statistical data reported in this Annual Report on Form 10-K (“Form 10-K”) includes operating results for hospitals held for sale at December 31, 2019 and for the 53 hospitals that were divested during 2019, 2018 and 2017 through the effective date of each respective transaction. Summary financial results of these hospitals included in continuing operations for the periods included in the accompanying consolidated statements of loss are as follows (in millions): Year Ended December 31, 2019 2018 2017 Loss from operations before income taxes $ (105) $ (470) $ (703) Less: Loss attributable to noncontrolling interests - 1 (2) Loss from operations before income taxes attributable to Community Health Systems, Inc. stockholders $ (105) $ (471) $ (701) The operating results for these held for sale or divested hospitals included impairment charges of approximately $102 million, $415 million and $368 million that were allocated to the divestitures during the years ended December 31, 2019, 2018 and 2017, respectively. Other Hospital Closures During the three months ended December 31, 2018, the Company completed the planned closure of Tennova – Physicians Regional Medical Center in Knoxville, Tennessee and Tennova – Lakeway Regional Medical Center in Morristown, Tennessee. The Company recorded an impairment charge of approximately $27 million during the three months ended December 31, 2018, to adjust the fair value of the supplies, inventory and long-lived assets of these hospitals, including property and equipment and capitalized software costs, based on their estimated fair value and future utilization. During the three months ended June 30, 2018, the Company completed the planned closure of Twin Rivers Regional Medical Center in Kennett, Missouri. The Company recorded an impairment charge of approximately $4 million during the three months ended June 30, 2018, 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. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets Disclosure | 4. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows (in millions): Balance, beginning balance 2019 2018 Goodwill $ 7,373 $ 7,537 Accumulated impairment losses (2,814) (2,814) 4,559 4,723 Goodwill acquired as part of acquisitions during current year 4 22 Goodwill allocated to hospitals held for sale (235) (186) Balance, end of year Goodwill 7,142 7,373 Accumulated impairment losses (2,814) (2,814) $ 4,328 $ 4,559 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 segment meet s the criteria to be classified as a reporting unit. At December 31, 2019, after giving effect to 2019 divestiture activity, the Company had approximately $4.3 billion of goodwill recorded. Goodwill is evaluated for impairment annually and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. During 2017, the Company early adopted ASU 2017-04, which allows a company to record a goodwill impairment when the reporting unit’s carrying value exceeds the fair value determined in step one. The Company performed its annual goodwill impairment evaluation during the fourth quarter of 2019 using the October 31, 2019 measurement date, which indicated no impairment. The Company estimates the fair valu e of the reporting unit using both a discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium, in order to gain sufficient ownership to set policies, direct operations and control management decisions. While no impairment was indicated in the Company’s annual goodwill evaluations as of the October 31, 2019 and October 31, 2018 measurement dates, the reduction in the Company’s fair value and the resulting goodwill impairment charges recorded in 2016 and 2017 reduced the carrying value of the Company’s hospital operations reporting unit to an amount equal to its estimated fair values as of such prior year measurement dates. This increases the risk that future declines in fair value could result in goodwill impairment. The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock or fair value of long-term debt, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates, and costs of invested capital. Future estimates of fair value could be adversely affected if the actual outcome of one or more of these assumptions changes materially in the future, including further decline in the Company’s stock price or fair value of long-term debt, lower than expected hospital volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future. The determination of fair value of the Company’s hospital operations reporting unit as part of its goodwill impairment measurement represents a Level 3 fair value measurement in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. Intangible Assets No intangible assets other than goodwill were acquired during the years ended December 31, 2019 and 2018. The gross carrying amount of the Company’s other intangible assets subject to amortization was $1 million at both December 31, 2019 and 2018, and the net carrying amount was less than $1 million at December 31, 2019 and 2018. The carrying amount of the Company’s other intangible assets not subject to amortization was $63 million and $67 million at December 31, 2019 and 2018, 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 one year. There are no expected residual values related to these intangible assets. Amortization expense on these intangible assets was less than $1 million, $3 million and $4 million during the years ended December 31, 2019, 2018 and 2017, respectively. Amortization expense on intangible assets is estimated to be less than $1 million in 2020. The gross carrying amount of capitalized software for internal use was approximatel y $1.1 billion and $1.2 billion at December 31, 2019 and 2018, respectively, and the net carrying amount was approximately $321 million and $355 million at December 31, 2019 and 2018, respectively. The estimated amortization period for capitalized internal-use software is generally three years, except for capitalized costs related to significant system conversions, for which the estimated amortization period is generally eight to ten years. There is no expected residual value for capitalized internal-use software. At December 31, 2019, there were approximately $42 million of capitalized costs for internal-use software that is currently in the development stage and will begin amortization once the software project is complete and ready for its intended use. Amortization expense on capitalized internal-use software was $121 million, $140 million and $178 million during the years ended December 31, 2019, 2018 and 2017, respectively. Amortization expense on capitalized internal-use software is estimated to be $114 million in 2020, $93 million in 2021, $55 million in 2022, $26 million in 2023, $22 million in 2024 and $11 million thereafter. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Taxes Disclosure | 5. INCOME TAXES The provision for (benefit from) income taxes for loss from continuing operations consists of the following (in millions): Year Ended December 31, 2019 2018 2017 Current: Federal $ (38) $ 1 $ - State (5) (9) 5 (43) (8) 5 Deferred: Federal 179 50 (485) State 24 (53) 31 203 (3) (454) Total provision for (benefit from) income taxes for loss from continuing operations $ 160 $ (11) $ (449) 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, 2019 2018 2017 Amount % Amount % Amount % Benefit from income taxes at statutory federal rate $ (90) 21.0 % $ (150) 21.0 % $ (991) 35.0 % State income taxes, net of federal income tax benefit (104) 24.3 (114) 16.0 (10) 0.3 Net income attributable to noncontrolling interests (18) 4.2 (18) 2.5 (22) 0.8 Change in valuation allowance 340 (79.2) 212 (29.7) 26 (0.9) Change in uncertain tax position - - 9 (1.3) - - Federal rate change - - - - 32 (1.1) Federal and state tax credits - - (17) 2.4 (5) 0.1 Nondeductible goodwill 11 (2.6) 30 (4.2) 504 (17.8) Nondeductible settlements - - 22 (3.1) - - Nondeductible loss on divestiture 15 (3.5) - - - - Other 6 (1.4) 15 (2.1) 17 (0.6) Provision for (benefit from) income taxes and effective tax rate for loss from continuing operations $ 160 (37.2) % $ (11) 1.5 % $ (449) 15.8 % The Company’s effective tax rates were (37.2)% , 1.5% and 15.8% for the years ended December 31, 2019, 2018 and 2017, respectively. The decrease in the Company’s effective tax rate for the year ended December 31, 2019, when compared to the year ended December 31, 2018, was primarily due to an increase in the valuation allowance recognized on (i) IRC Section 163(j) interest carryforwards and (ii) original issue discount deferred tax asset generated with the 2019 Exchange Offer. The decrease in the Company’s effective tax rate for the year ended December 31, 2018, when compared to the year ended December 31, 2017, was primarily due to the increase in valuation allowance recognized on IRC Section 163(j) interest carryforwards partially offset by the release of certain state valuation allowances on net operating loss carryforwards in certain jurisdictions. 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, 2019 and 2018 consist of (in millions): December 31, 2019 2018 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 775 $ - $ 743 $ - Property and equipment - 335 - 237 Self-insurance liabilities 48 - 69 - Prepaid expenses - 30 - 27 Intangibles - 149 - 134 Investments in unconsolidated affiliates - 57 - 55 Other liabilities - 9 - 14 IRC Section 481(a) - mixed service cost - 216 - - Long-term debt and interest 312 - 84 - Accounts receivable 62 - 58 - IRC Section 163(j) interest limitation 296 - 144 - Accrued vacation 24 - 26 - Accrued bonus 31 - - - Other comprehensive income 5 - 4 - Right-of-use assets - 145 - - Right-of-use liability 149 - - - Stock-based compensation 5 - 4 - Deferred compensation 70 - 64 - Other 51 - 15 - Total 1,828 941 1,211 467 Valuation allowance (1,049) - (701) - Total deferred income taxes $ 779 $ 941 $ 510 $ 467 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 gross federal net operating loss carryforwards of approximately $662 million and state net operating loss carryforwards of approximately $8.6 billion, which expire from 2020 to 2039 . The Company’s tax affected federal and state net operating loss and credit carryforwards are approximately $ 169 million and $ 606 million, respectively. A valuation allowance of approximately $1.0 billion has been recognized for state net operating loss carryforwards, state credit carryforwards and federal and state deferred tax assets that the Company does not expect to be able to utilize prior to the expiration of the carryforward period. 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 for federal and state jurisdictions where the Company concluded that the associated deferred tax assets would not be realized increased by $221 million and $127 million, respectively, for the year ended December 31, 2019, and increased by $151 million and $17 million, respectively, for the year ended December 31, 2018. The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was approximately $1 million as of December 31, 2019. A total of approximately $1 million of interest and penalties is included in the amount of the liability for uncertain tax positions at December 31, 2019. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its consolidated statements of loss as income tax expense. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities; however, the Company does not anticipate the change will have a material impact on the Company’s 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, 2019, 2018 and 2017 (in millions): Year Ended December 31, 2019 2018 2017 Unrecognized tax benefit, beginning of year $ 29 $ 18 $ 18 Gross increases — tax positions in current period 10 11 - Settlements (13) - - Unrecognized tax benefit, end of year $ 26 $ 29 $ 18 The Company’s federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to the Company’s consolidated results of operations or consolidated financial position. The Company’s federal income tax returns for the 2014 and 2015 tax years remain under examination by the Internal Revenue Service. The Company believes the results of these examinations will not be material to its consolidated results of operations or consolidated financial position. The Company has extended the federal statute of limitations through December 31, 2020 for the tax periods ended December 31, 2014 and 2015. Cash paid for income taxes, net of refunds received, resulted in a net refund of $3 million and $19 million during the years ended December 31, 2019 and 2018, respectively, and net cash paid of $4 million during the year ended December 31, 2017. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Debt [Abstract] | |
Long-Term Debt Disclosure | 6. LONG-TERM DEBT Long-term debt, net of unamortized debt issuance costs and discounts or premiums, consists of the following (in millions): December 31, 2019 2018 Credit Facility: Term H Loan $ - $ 1,622 Revolving Credit Facility - - 8% Senior Notes due 2019 - 155 7⅛% Senior Notes due 2020 - 121 5⅛% Senior Secured Notes due 2021 1,000 1,000 6⅞% Senior Notes due 2022 231 2,632 6¼% Senior Secured Notes due 2023 3,100 3,100 8⅝% Senior Secured Notes due 2024 1,033 1,033 8% Senior Secured Notes due 2026 2,101 - 8% Senior Secured Notes due 2027 700 - 6⅞% Senior Notes due 2028 1,700 - 9⅞% Junior-Priority Secured Notes due 2023 1,770 1,770 8 ⅛ % Junior-Priority Secured Notes due 2024 1,355 1,355 ABL Facility 273 698 Finance lease and financing obligations 272 231 Other 17 43 Less: Unamortized deferred debt issuance costs and note premium (147) (164) Total debt 13,405 13,596 Less: Current maturities (20) (204) Total long-term debt $ 13,385 $ 13,392 Credit Facility The Company’s wholly-owned subsidiary, CHS/Community Health Systems, Inc. (“CHS”), had senior secured financing under a credit facility with a syndicate of financial institutions led by Credit Suisse, as administrative agent and collateral agent (the “Credit Facility”), which at December 31, 2018 included (i) a revolving credit facility with commitments through January 27, 2021 of $425 million (the “Revolving Facility”), and (ii) a Term H facility due 2021 (the “Term H Facility). The Revolving Facility included a subfacility for letters of credit. The Revolving Facility was repaid in full and terminated in connection with the completion of the offering of the Additional 2026 Notes on November 19, 2019, as discussed below. The loans under the Credit Facility bore interest on the outstanding unpaid principal amount at a rate equal to an applicable percentage plus, at CHS’ option, either (a) an Alternate Base Rate (as defined) determined by reference to the greater of (1) the Prime Rate (as defined) announced by Credit Suisse or (2) the NYFRB Rate (as defined) plus 0.50% or (3) the adjusted London Interbank Offered Rate (“LIBOR”) on such day for a three-month interest period commencing on the second business day after such day plus 1% or (b) LIBOR. In addition, the margin in respect of the Revolving Facility was subject to adjustment determined by reference to a leverage-based pricing grid. Prior to the refinancing discussed below, loans in respect of the Revolving Facility accrued interest at a rate per annum equal to LIBOR plus 2.75% , in the case of LIBOR borrowings, and Alternate Base Rate plus 1.75% , in the case of Alternate Base Rate borrowings. Prior to the refinancing discussed below, the Term H Loan accrued interest at a rate per annum equal to LIBOR plus 3.25% , in the case of LIBOR borrowings, and Alternate Base Rate plus 2.25% , in the case of Alternate Base Rate borrowings. The Term H Loan was subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor. The term loan facility was required to be prepaid in an amount equal to (1) 100% of the net cash proceeds of certain asset sales and dispositions by the Company and its subsidiaries, subject to certain exceptions and reinvestment rights, (2) 100% of the net cash proceeds of issuances of certain debt obligations or receivables-based financing by the Company and its subsidiaries, subject to certain exceptions, and (3) 75% , subject to reduction to a lower percentage based on the Company’s first lien net leverage ratio (as defined in the Credit Facility generally as the ratio of first lien net debt on the date of determination to the Company’s consolidated EBITDA, as defined, for the four quarters most recently ended prior to such date), of excess cash flow (as defined) for any year, subject to certain exceptions. Voluntary prepayments and commitment reductions were permitted in whole or in part, without any premium or penalty, subject to minimum prepayment or reduction requirements. There were no scheduled principal amortization payments on the Term H Facility after December 31, 2018. The borrower under the Credit Facility was CHS. All of the obligations under the Credit Facility were 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 were secured by a perfected first priority lien or security interest in substantially all of the assets of the Company, CHS and each subsidiary guarantor, including equity interests held by the Company, CHS or any subsidiary guarantor, but excluding, among others, the equity interests of non-significant subsidiaries, syndication subsidiaries, securitization subsidiaries and joint venture subsidiaries, and subject to the revolving asset-based loan facility (“the ABL Facility ”) . Such assets constituted substantially the same assets, subject to certain exceptions, that secured (i) on a first lien basis CHS’ obligations under the 5⅛% Senior Secured Notes due 2021, the 6¼% Senior Secured Notes due 2023, the 8⅝% Senior Secured Notes due 2024 and the 8% Senior Secured Notes due 2026 (in each case, as defined below) and (ii) on a junior-priority basis the 9⅞% Junior-Priority Secured Notes due 2023 and the 8⅛% Junior-Priority Secured Notes due 2024 (in each case, as defined below). CHS 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 also received a customary fronting fee and other customary processing charges. CHS was 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. On February 15, 2019, the Company and CHS entered into Amendment No. 1 (the “Agreement”), among the Company, CHS, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, to the Credit Facility. The Credit Facility was amended by the Agreement, with requisite covenant lender approval, to amend the first lien net debt to EBITDA ratio financial covenant and to reduce the extended revolving credit commitments to $385 million. The amended financial covenant provided for a maximum first lien net debt to EBITDA ratio of 5.00 to 1.00 from July 1, 2018 through December 31, 2018, 5.25 to 1.00 from January 1, 2019 through December 31, 2019, 5.00 to 1.00 from January 1, 2020 through June 30, 2020, 4.50 to 1.00 from July 1, 2020 through September 30, 2020, and 4.25 to 1.00 thereafter. In addition, CHS agreed pursuant to the Agreement to further restrict its ability to make restricted payments. The revolving credit commitments terminated on November 19, 2019 . On March 6, 2019 , CHS completed a private offering of $1.601 billion aggregate principal amount of 8% Senior Secured Notes due March 15, 2026 (the “8% Senior Secured Notes due 2026”). The terms of the 8% Senior Secured Notes due 2026 are discussed below. Using the proceeds from the offering, the Company repaid the outstanding balance owed under the Term H Facility and paid fees and expenses related to the offering. On November 19, 2019, CHS completed a tack-on offering of an additional $500 million aggregate principal amount of the 8% Senior Secured Notes due 2026 (the “Additional 2026 Notes”). Upon completion of such offering, $2.101 billion aggregate principal amount of 8% Senior Secured Notes due 2026 were outstanding. CHS used the proceeds from the Additional 2026 Notes to repay amounts outstanding under the Revolving Facility, redeem all $121 million aggregate principal amount of CHS’ then outstanding 7⅛% Senior Notes due July 15, 2020 (the “7⅛% Senior Notes due 2020”) and repay borrowings outstanding under the ABL Facility. CHS terminated the Revolving Facility upon consummation of the Additional 2026 Notes offering and the outstanding letters of credit were moved under the ABL Facility. 8% Senior Notes due 2019 On November 22, 2011 , CHS completed a private offering of $1.0 billion aggregate principal amount of 8% Senior Notes due November 15, 2019 (the “8% Senior Notes due 2019”). 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 due 2019, 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 due 2019 bore interest at 8.000% per annum, payable semi-annually in arrears on May 15 and November 15 of each year. Interest on the 8% Senior Notes due 2019 accrued from the date of original issuance. Interest was calculated on the basis of a 360-day year comprised of twelve 30-day months. On June 22, 2018, CHS issued approximately $1.770 billion aggregate principal amount of new 9⅞% Junior-Priority Secured Notes due June 30, 2023 (the “9⅞% Junior-Priority Secured Notes due 2023”) in exchange for the same amount of 8% Senior Notes due 2019. The terms of the 9⅞% Junior-Priority Secured Notes due 2023 are described below. Following this exchange, CHS had $155 million aggregate principal amount of 8% Senior Notes due 2019 outstanding, which was repaid in full on November 15, 2019. 7⅛% Senior Notes due 2020 On July 18, 2012 , CHS completed a public offering of $1.2 billion aggregate principal amount of 7⅛% Senior Notes due 2020. 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 due 2020 bore interest at 7.125% per annum, payable semiannually in arrears on July 15 and January 15 of each year. Interest on the 7⅛% Senior Notes due 2020 accrued from the date of original issuance. Interest was calculated on the basis of a 360-day year comprised of twelve 30-day months. On June 22, 2018, CHS issued approximately $1.079 billion aggregate principal amount of new 8⅛% Junior-Priority Secured Notes due June 30, 2024 (the “8⅛% Junior-Priority Secured Notes due 2024”) in exchange for the same amount of 7⅛% Senior Notes due 2020. The terms of the 8⅛% Junior-Priority Secured Notes due 2024 are described below. Following this exchange, CHS had $121 million aggregate principal amount of 7⅛% Senior Notes due 2020 outstanding. On December 4, 2019, CHS used the proceeds from the Additional 2026 Notes to repay the $121 million aggregate principal amount of the then outstanding 7⅛% Senior Notes due 2020. 5⅛% Senior Secured Notes due 2021 On January 27, 2014 , CHS completed a private offering of $1.0 billion aggregate principal amount of 5⅛% Senior Secured Notes due August 1, 2021 (the “5⅛% Senior Secured Notes due 2021”). The net proceeds from this issuance were used to finance the Company’s acquisition by merger of Health Management Associates, Inc. (“HMA”). The 5⅛% Senior Secured Notes due 2021 bear interest at a rate of 5.125% per annum, payable semi-annually in arrears on February 1 and August 1 of each year. Interest on the 5⅛% Senior Secured Notes due 2021 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 5⅛% Senior Secured Notes due 2021 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS ᾿ outstanding senior notes) and certain other long-term debt of CHS. The 5⅛% Senior Secured Notes due 2021 and the related guarantees are secured by shared (i) first-priority liens on the collateral (the “Non-ABL Priority Collateral”) that also secures on a first-priority basis CHS’ senior-priority secured notes and (ii) second-priority liens on the collateral (the “ABL-Priority Collateral”) that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis CHS’s senior-priority secured notes), in each case subject to permitted liens described in the indenture governing the 5⅛% Senior Secured Notes due 2021. CHS is entitled, at its option, to redeem all or a portion of the 5⅛% Senior Secured Notes due 2021 upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price February 1, 2019 to January 31, 2020 101.281 % February 1, 2020 to January 31, 2021 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 5⅛% Senior Secured Notes due 2021, as a result of an exchange offer made by CHS, all of the 5⅛% Senior Secured Notes due 2021 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 5⅛% Senior Secured Notes due 2021 (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 5⅛% Senior Secured Notes due 2021 shall be deemed to be the 2021 Exchange Notes unless the context provides otherwise. As discussed more fully in Note 16, the Company announced, on January 23, 2020, that CHS commenced a cash tender offer for any and all of the outstanding 5⅛% Senior Secured Notes due 2021 and issued a conditional notice of redemption to redeem all of the 5⅛% Senior Secured Notes due 2021 not purchased by CHS in the tender offer at a redemption price of 100.000% of the principal amount thereof plus accrued interest to, but not including, February 22, 2020. 6⅞% Senior Notes due 2022 On January 27, 2014 , CHS completed a private offering of $3.0 billion aggregate principal amount of 6⅞% Senior Notes due February 1, 2022 (the “6⅞% Senior Notes due 2022”). The net proceeds from this issuance were used to finance the HMA merger. The 6⅞% Senior Notes due 2022 bear interest at a rate of 6.875% per annum, payable semiannually in arrears on February 1 and August 1 of each year. Interest on the 6⅞% Senior Notes due 2022 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 6⅞% Senior Notes due 2022 are unconditionally guaranteed on a senior-priority unsecured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. CHS is entitled, at its option, to redeem all or a portion of the 6⅞% Senior Notes due 2022 upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price February 1, 2019 to January 31, 2020 101.719 % February 1, 2020 to January 31, 2022 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 6⅞% Senior Notes due 2022, as a result of an exchange offer made by CHS, all of the 6⅞% Senior Notes due 2022 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 due 2022 (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 6⅞% Senior Notes due 2022 shall be deemed to be the 6⅞% Exchange Notes unless the context provides otherwise. On June 22, 2018, CHS issued approximately $276 million aggregate principal amount of the 8⅛% Junior-Priority Secured Notes due 2024 in exchange for approximately $368 million of 6⅞% Senior Notes due 2022. On November 19, 2019, CHS issued approximately $700 million aggregate principal amount of 8% Senior Secured Notes due December 15, 2027 (the “8% Senior Secured Notes due 2027”) and approximately $1.7 billion aggregate principal amount of 6⅞% Senior Notes due April 1, 2028 (the “6⅞% Senior Notes due 2028”) in exchange for approximately $2.4 billion of 6⅞% Senior Notes due 2022 (the “2019 Exchange Offer”). Following the 2019 Exchange Offer, CHS had approximately $231 million aggregate principal amount of 6⅞% Senior Notes due 2022 outstanding. 6¼ % Senior Secured Notes due 2023 On March 16, 2017 , CHS completed a public offering of $2.2 billion aggregate principal amount of 6¼% Senior Secured Notes due March 31, 2023 (the “6¼% Senior Secured Notes due 2023”). The net proceeds from this issuance were used to finance the purchase or redemption of $700 million aggregate principal amount of CHS’ then outstanding 5⅛% Senior Secured Notes due 2018 and related fees and expenses, and the repayment of $1.445 billion of the then outstanding Term F Facility. On May 12, 2017, CHS completed a tack-on offering of $900 million aggregate principal amount of 6¼% Senior Secured Notes due 2023, increasing the total aggregate principal amount of 6¼% Senior Secured Notes due 2023 to $3.1 billion. A portion of the net proceeds from this issuance were used to finance the repayment of approximately $713 million aggregate principal amount of CHS’ then outstanding Term A Facility and related fees and expenses. The tack-on notes have identical terms, other than issue date and issue price, as the 6¼% Senior Secured Notes due 2023 issued on March 16, 2017. The 6¼% Senior Secured Notes due 2023 bear interest at a rate of 6.250% per annum, payable semiannually in arrears on March 31 and September 30 of each year. Interest on the 6¼% Senior Secured Notes due 2023 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 6¼% Senior Secured Notes due 2023 are scheduled to mature on March 31, 2023. The 6¼% Senior Secured Notes due 2023 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS ᾿ outstanding senior notes) and certain other long-term debt of CHS. The 6¼% Senior Secured Notes due 2023 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis CHS’s senior-priority secured notes and (ii) second-priority liens on the ABL Collateral, in each case subject to permitted liens described in the indenture governing the 6¼% Senior Secured Notes due 2023. CHS is entitled, at its option, to redeem all or a portion of the 6¼% Senior Secured Notes due 2023 at any time prior to March 31, 2020, upon not less than 30 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the 6¼% Senior Secured Notes due 2023 redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 6¼% Senior Secured Notes due 2023. In addition, CHS may redeem up to 40% of the aggregate principal amount of the 6¼% Senior Secured Notes due 2023 at any time prior to March 31, 2020 using the net proceeds from certain equity offerings at the redemption price of 106.250% of the principal amount of the 6¼% Senior Secured Notes due 2023 redeemed, plus accrued and unpaid interest, if any. CHS may redeem some or all of the 6¼% Senior Secured Notes due 2023 at any time on or after March 31, 2020 upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price March 31, 2020 to March 30, 2021 103.125 % March 31, 2021 to March 30, 2022 101.563 % March 31, 2022 to March 30, 2023 100.000 % As discussed more fully in Note 16, approximately $426 million aggregate principal amount of 6¼% Senior Secured Notes due 2023 were purchased in one or more privately negotiated transactions on February 6, 2020. 9⅞% Junior-Priority Secured Notes due 2023 On June 22, 2018 , CHS completed a private offering of $1.770 billion aggregate principal amount of the 9⅞% Junior-Priority Secured Notes due 2023 in exchange for the same amount of 8% Senior Notes due 2019. The 9⅞% Junior-Priority Secured Notes due 2023 bore interest at a rate of 11.000% per annum, solely for the period from the issue date of such 9⅞% Junior-Priority Secured Notes due 2023 to, but excluding, June 22, 2019, after which they bear interest at a rate of 9.875% per annum. Interest is payable semi-annually in arrears on June 30 and December 31 of each year. The 9⅞% Junior-Priority Secured Notes due 2023 are scheduled to mature on June 20, 2023. The 9⅞% Junior-Priority Secured Notes due 2023 are unconditionally guaranteed on a junior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS᾿ ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 9⅞% Junior-Priority Secured Notes due 2023 and the related guarantees are secured by shared (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the CHS’s senior-priority secured notes and (ii) third-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis CHS’s senior-priority secured notes), in each case subject to permitted liens described in the indenture governing the 9⅞% Junior-Priority Secured Notes due 2023 . Prior to June 30, 2020, CHS may redeem some or all of the 9⅞% Junior-Priority Secured Notes due 2023 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 9⅞% Junior-Priority Secured Notes due 2023 . In addition, at any time prior to June 30, 2020, CHS may redeem up to 40% of the aggregate principal amount of the 9⅞% Junior-Priority Secured Notes due 2023 with the proceeds from certain equity offerings at the redemption price of 109.875%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. After June 30, 2020, CHS is entitled, at its option, to redeem all or a portion of the 9⅞% Junior-Priority Secured Notes due 2023 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price June 30, 2020 to June 29, 2021 107.406 % June 30, 2021 to June 29, 2022 103.703 % June 30, 2022 to June 29, 2023 100.000 % 8⅛% Junior-Priority Secured Notes due 2024 On June 22, 2018 , CHS completed a private offering of $1.355 billion aggregate principal amount of the 8⅛% Junior-Priority Secured Notes due 2024 in exchange for approximately $1.079 billion of 7⅛% Senior Notes due 2020 and approximately $368 million of 6⅞% Senior Notes due 2022. The 8⅛% Junior-Priority Secured Notes due 2024 bear interest at a rate of 8.125% per annum, payable semi-annually in arrears on June 30 and December 31 of each year. The 8⅛% Junior-Priority Secured Notes due 2024 are scheduled to mature on June 20, 2024. The 8⅛% Junior-Priority Secured Notes due 2024 are unconditionally guaranteed on a junior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS᾿ ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 8 ⅛ % Junior-Priority Secured Notes due 2024 and the related guarantees are secured by shared (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the CHS’s senior-priority secured notes and (ii) third-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis CHS’s senior-priority secured notes), in each case subject to permitted liens described in the indenture governing the 8 ⅛ % Junior-Priority Secured Notes due 2024. Prior to June 30, 2021, CHS may redeem some or all of the 8⅛% Junior-Priority Secured Notes due 2024 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 8⅛% Junior-Priority Secured Notes due 2024. In addition, at any time prior to June 30, 2021, CHS may redeem up to 40% of the aggregate principal amount of the 8⅛% Junior-Priority Secured Notes due 2024 with the proceeds from certain equity offerings at the redemption price of 108.125% , plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. A fter June 30, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⅛% Junior-Priority Secured Notes due 2024 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price June 30, 2021 to June 29, 2022 104.063 % June 30, 2022 to June 29, 2023 102.031 % June 30, 2023 to June 29, 2024 100.000 % The indentures governing each of the 9⅞% Junior-Priority Secured Notes due 2023 and 8 ⅛ % Junior-Priority Secured Notes due 2024 also prohibited CHS from purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring any outstanding 7⅛% Senior Notes due 2020 with: (a) cash or cash equivalents on hand as of the consummation of such 2018 exchange offers; (b) cash generated from operations; (c) proceeds from assets sales; or (d) proceeds from the issuance of, or in exchange for, secured debt, in each case, prior to May 15, 2020. CHS received a waiver from requisite holders of each series of the 9⅞% Junior-Priority Secured Notes due 2023 and 8 ⅛ % Junior-Priority Secured Notes due 2024 waiving these restrictions prior to consummating the 2019 Exchange Offer. 8⅝% Senior Secured Notes due 2024 On July 6, 2018 , CHS completed a private offering of $1.033 billion aggregate principal amount of 8⅝% Senior Secured Notes due January 15, 2024 (the “8⅝% Senior Secured Notes due 2024”). The 8⅝% Senior Secured Notes due 2024 bear interest at a rate of 8.625% per annum payable semi-annually in arrears on January 15 and July 15 of each year. The 8⅝% Senior Secured Notes due 2024 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS᾿ ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 8⅝% Senior Secured Notes due 2024 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral and (ii) second-priority liens on the ABL Priority Collateral that secures on a first- priority basis the ABL Facility , in each case subject to permitted liens described in the indenture governing the 8⅝% Senior Secured Notes due 2024. Prior to January 15, 2021, CHS may redeem some or all of the 8⅝% Senior Secured Notes due 2024 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 8⅝% Senior Secured Notes due 2024. In addition, at any time prior to January 15, 2021, CHS may redeem up to 40% of the aggregate principal amount of the 8⅝% Senior Secured Notes due 2024 with the proceeds from certain equity offerings at the redemption price of 108.625% , plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. A fter January 15, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⅝% Senior Secured Notes due 2024 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price January 15, 2021 to January 14, 2022 104.313 % January 15, 2022 to January 14, 2023 102.156 % January 15, 2023 to January 14, 2024 100.000 % 8% Senior Secured Notes due 2026 On March 6, 2019 , CHS completed a private offering of $1.601 billion aggregate principal amount of the 8% Senior Secured Notes due 2026. The net proceeds from this issuance were used to finance the repayment of approximately $1.557 billion aggregate principal amount of CHS’ then outstanding Term H Facility and related fees and expenses. On November 19, 2019, CHS completed a tack-on offering of $500 million aggregate principal amount of the Additional 2026 Notes, increasing the total aggregate principal amount of the 8% Senior Secured Notes due 2026 to $2.101 billion. CHS used the proceeds from the Additional 2026 Notes to repay amounts outstanding under the Revolving Facility, redeem all $121 million aggregate principal amount of CHS’ then outstanding 7⅛% Senior Notes due 2020 and repay borrowings outstanding under the ABL Facility. The Additional 2026 Notes have identical terms, other than issue date, issue price and the date from which interest initially accrued, as the 8% Senior Secured Notes due 2026 issued on March 6, 2019. The 8% Senior Secured Notes due 2026 bear interest at a rate of 8.000% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. Interest on the 8% Senior Secured Notes due 2026 accrues from the initial issuance date of the 8% Senior Secured Notes due 2026. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 8% Senior Secured Notes due 2026 are scheduled to mature on March 15, 2026. The 8% Senior Secured Notes due 2026 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments Disclosure | 7. 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, 2019 and 2018, and valuation methodologies considered appropriate. The estimates presented in the table below are not necessarily indicative of amounts the Company could realize in a current market exchange (in millions): December 31, 2019 December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 216 $ 216 $ 196 $ 196 Investments in equity securities 141 141 137 137 Available-for-sale debt securities 101 101 93 93 Trading securities 12 12 11 11 Liabilities: Contingent Value Right - - - - Credit Facility - - 1,602 1,564 8% Senior Notes due 2019 - - 155 146 7⅛% Senior Notes due 2020 - - 121 100 5⅛% Senior Secured Notes due 2021 990 1,003 984 934 6⅞% Senior Notes due 2022 229 188 2,593 1,175 6¼% Senior Secured Notes due 2023 3,074 3,148 3,067 2,819 8⅝% Senior Secured Notes due 2024 1,023 1,099 1,021 1,025 8% Senior Secured Notes due 2026 2,070 2,182 - - 8% Senior Secured Notes due 2027 691 700 - - 6⅞% Senior Notes due 2028 1,678 1,700 - - 9 ⅞% Junior-Priority Secured Notes due 2023 1,754 1,539 1,750 1,380 8⅛% Junior-Priority Secured Notes due 2024 1,340 1,113 1,338 976 ABL Facility and other debt 285 285 734 734 The carrying value of the Company’s long-term debt in the above table is presented net of unamortized deferred debt issuance costs. The estimated fair value is determined using the methodologies discussed below in accordance with accounting standards related to the determination of fair value based on the U.S. GAAP fair value hierarchy as discussed in Note 8 . 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 through publicly available subscription services such as Bloomberg or from the administrative agent to the Credit Facility to determine fair values where relevant. Cash and cash equivalents. The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months). Investments in equity securities. Estimated fair value is based on closing price as quoted in public markets. Prior to the adoption of ASU 2016-01 on January 1, 2018, such investments were classified as either available-for-sale or trading securities. Available-for-sale debt securities. Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Contingent Value Right . Estimated fair value is based on the closing price as quoted on the public market where the CVR was traded. Credit Facility. Estimated fair value is based on publicly available trading activity and supported with information from the Company’s bankers regarding relevant pricing for trading activity among the Company’s lending institutions. 8% Senior Notes due 2019. Estimated fair value is based on the closing market price for these notes. 7⅛% Senior Notes due 2020. 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 due 2022. Estimated fair value is based on the closing market price for these notes. 6¼% Senior Secured Notes due 2023. Estimated fair value is based on the closing market price for these notes. 8⅝% Senior Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. 8% Senior Secured Notes due 2026. Estimated fair value is based on the closing market price for these notes. 8% Senior Secured Notes due 2027. Estimated fair value is based on the closing market price for these notes. 6⅞% Senior Secured Notes due 2028. Estimated fair value is based on the closing market price for these notes. 9⅞% Junior-Priority Secured Notes due 2023 . Estimated fair value is based on the closing market price for these notes. 8⅛% Junior-Priority Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. ABL Facility and other debt. The carrying amount of the ABL Facility and all other debt approximates fair value due to the nature of these obligations. Interest rate swaps. The fair value of interest rate swap agreements is the amount at which they could be settled, based on estimates calculated by the Company using a discounted cash flow analysis based on observable market inputs and validated by comparison to estimates obtained from the counterparty. The Company incorporates credit valuation adjustments (“CVAs”) to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. At December 31, 2019, the Company had one interest rate swap with a notional amount of approximately $300 million, a fixed interest rate of 2.892% , a termination date of August 30, 2020 , and a fair value of approximately $2 million. The counterparty to the interest rate swap agreement exposes the Company to credit risk in the event of nonperformance by such counterparty. However, at December 31, 2019, the Company does not anticipate nonperformance by the counterparty. The Company does not hold or issue derivative financial instruments for trading purposes. The Company is exposed to certain risks relating to its ongoing business operations. The risk managed by using derivative instruments is interest rate risk. Companies are required to recognize all derivative instruments as either assets or liabilities at fair value in the consolidated statement of financial position. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Assuming no change in interest rates in effect as of December 31, 2019, less than $1 million of interest income resulting from the spread between the fixed and floating rates defined in the interest rate swap agreement will be recognized during the next 12 months. The following tabular disclosure provides the amount of pre-tax (loss) gain recognized as a component of OCI during the years ended December 31, 2019, 2018 and 2017 (in millions): Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2019 2018 2017 Interest rate swaps $ (3) $ 17 $ 2 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, 2019, 2018 and 2017 (in millions): Amount of Pre-Tax Loss Reclassified from AOCL into Income (Effective Portion) Location of Loss Reclassified from Year Ended December 31, AOCL into Income (Effective Portion) 2019 2018 2017 Interest expense, net $ - $ 2 $ 30 The fair values of derivative instruments in the consolidated balance sheets as of December 31, 2019 and 2018 were as follows (in millions): Asset Derivatives Liability Derivatives December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018 Balance Balance Balance Balance Sheet Sheet Sheet Sheet Location Fair Value Location Fair Value Location Fair Value Location Fair Value Derivatives designated as Other Other Other Other hedging assets, assets, long-term long-term instruments net $ - net $ 3 liabilities $ 2 liabilities $ 2 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value [Abstract] | |
Fair Value Disclosure | 8 . 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, 2019 or December 31, 2018 . 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, 2019 and 2018 (in millions): December 31, 2019 Level 1 Level 2 Level 3 Investments in equity securities $ 141 $ 141 $ - $ - Available-for-sale debt securities 101 - 101 - Trading securities 12 - 12 - Total assets $ 254 $ 141 $ 113 $ - Fair value of interest rate swap agreements $ 2 $ - $ 2 $ - Total liabilities $ 2 $ - $ 2 $ - December 31, 2018 Level 1 Level 2 Level 3 Investments in equity securities $ 137 $ 137 $ - $ - Available-for-sale debt securities 93 - 93 - Trading securities 11 - 11 - Fair value of interest rate swap agreements 3 - 3 - Total assets $ 244 $ 137 $ 107 $ - Contingent Value Right (CVR) $ - $ - $ - $ - Fair value of interest rate swap agreements 2 - 2 - Total liabilities $ 2 $ - $ 2 $ - Investments in Eq uity Securities, Available-for-Sale Debt Securities and Trading Securities Investments in equity secur ities and trading securities classified as Level 1 are measured using quoted market prices. Level 2 available-for- sale debt securities and trading securities primarily consisted of bonds and notes issued by the United States government and its agencies and domestic and foreign corporations. The estimated fair values of these securities are determined using various valuation techniques, including a multi-dimensional relational model that incorporates standard observable inputs and assumptions such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids/offers and other pertinent reference data. Supplemental information regarding the Company’s available-for-sale debt 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, 2019: Debt securities Government $ 54 $ 1 $ (1) $ 54 Corporate 33 1 - 34 Mortgage and asset-backed securities 13 - - 13 Total $ 100 $ 2 $ (1) $ 101 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2018: Debt securities Government $ 54 $ - $ (3) $ 51 Corporate 34 - (2) 32 Mortgage and asset-backed securities 10 - - 10 Total $ 98 $ - $ (5) $ 93 As of December 31, 2019 and 2018, investments with aggregate estimated fair values of approximately $51 million ( 71 investments) and $89 million ( 121 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, 2019, there were no other-than-temporary losses related to available-for-sale debt securities. The recent declines in value of the 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 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 debt securities. The contractual maturities of debt-based securities held by the Company as of December 31, 2019 and 2018, 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, 2019 December 31, 2018 Amortized Estimated Amortized Estimated Cost Fair Values Cost Fair Values Within 1 year $ 9 $ 9 $ 14 $ 14 After 1 year and through year 5 19 20 20 19 After 5 years and through year 10 29 29 25 24 After 10 years 43 43 39 36 Gross realized gains and losses on sales of available-for-sale debt securities are summarized in the table below (in millions): Year Ended December 31, 2019 2018 2017 Realized gains $ - $ - $ 3 Realized losses - - (2) Other investment income, which includes interest and dividends, related to all investment securities were $7 million, $7 million and $8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Net gains and losses recognized during the years ended December 31, 2019 and 2018 for investments in equity securities, which are broken out between investments sold during the year and investments held at the end of the year, are summarized in the table below (in millions): Year Ended December 31, 2019 2018 Net gains and (losses), beginning of year $ 15 $ (7) Less: Net gains and (losses) recognized during the year on equity securities sold during the year 2 1 Unrealized gains and (losses) recognized during the year on equity securities held, end of year $ 13 (8) Contingent Value Right (CVR) The CVRs represented the estimate of the fair value for the contingent consideration paid to HMA shareholders as part of the HMA merger. The CVRs were listed on the Nasdaq and the valuation of the CVRs was based on the quoted trading price for the CVRs on the last day of the period. Changes in the estimated fair value of the CVRs were recorded through the consolidated statements of loss. In January 2019, the CVRs were terminated and removed from listing with Nasdaq after the determination that no amount was payable under the CVR agreement. CVR-related Liability The CVR-related legal liability (prior to being reclassified as a current liability on the Company’s consolidated balance sheet as noted below) represented the Company’s estimate of fair value of the liability associated with the legal matters assumed in the HMA merger, which at December 31, 2017 was included in other long-term 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 classified the fair value measurement as a Level 3 measurement in the fair value hierarchy. Prior to December 31, 2018, changes in the fair value of the CVR related legal liability were recorded in future periods through the consolidated statements of loss. At December 31, 2018, the CVR-related legal liability was zero after taking into account the Company’s payment of the amounts agreed to in the final global resolution and settlement of certain HMA legal matters during the three months ended December 31, 2018. 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 had an immaterial effect on the fair value of the related asset or liability at December 31, 2019 and 2018. The majority of the inputs used to value the Company’s interest rate swap agreements, including the forward interest rate curves and market perceptions of the Company’s credit risk used in the CVAs, are observable inputs available to a market participant. As a result, the Company has determined that the interest rate swap valuations are classified in Level 2 of the fair value hierarchy. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases Disclosure | 9. LEASES The Company utilizes operating and finance leases for the use of certain hospitals, medical office buildings, and medical equipment. All lease agreements generally require the Company to pay maintenance, repairs, property taxes and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. Such costs are not included in the determination of the ROU asset or lease liability. Variable lease cost also includes escalating rent payments that are not fixed at commencement but are based on an index that is determined in future periods over the lease term based on changes in the Consumer Price Index or other measure of cost inflation. Most leases include one or more options to renew the lease at the end of the initial term, with renewal terms that generally extend the lease at the then market rate of rental payment. Certain leases also include an option to buy the underlying asset at or a short time prior to the termination of the lease. All such options are at the Company’s discretion and are evaluated at the commencement of the lease, with only those that are reasonably certain of exercise included in determining the appropriate lease term. The components of lease cost and rent expense for the year ended December 31, 2019 are as follows (in millions): Year Ended Lease Cost December 31, 2019 Operating lease cost: Operating lease cost $ 194 Short-term rent expense 114 Variable lease cost 18 Sublease income (5) Total operating lease cost $ 321 Finance lease cost: Amortization of right-of-use assets $ 12 Interest on finance lease liabilities 7 Total finance lease cost $ 19 Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification December 31, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 607 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 Buildings and improvements 154 Equipment and fixtures 11 Property and equipment 173 Less accumulated depreciation and amortization (56) Property and equipment, net $ 117 Current finance lease liabilities Current maturities of long-term debt $ 6 Long-term finance lease liabilities Long-term debt 107 Supplemental cash flow and other information related to leases as of and for the year ended December 31, 2019 are as follows (dollars in millions): Year Ended Other information December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 167 Operating cash flows from finance leases 7 Financing cash flows from finance leases 9 Right-of-use assets obtained in exchange for new finance lease liabilities 2 Right-of-use assets obtained in exchange for new operating lease liabilities 122 Weighted-average remaining lease term: Operating leases 6 years Finance leases 20 years Weighted-average discount rate: Operating leases 9.1 % Finance leases 5.6 % __________ (1) Included in the change in other operating assets and libilities in the consolidated statement of cash flows. On September 19, 2019, the Company completed the sale and leaseback of four medical office buildings for net proceeds of $56 million to Carter Validus Mission Critical REIT II, Inc . The buildings, with a combined total of 285,337 square feet, are located in three states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Based on the Company’s assessment of the control transfer principle in these leased buildings, the transaction did not qualify for sale treatment and the related leases have been recorded as financing obligations in long-term debt in the Company’s consolidated balance sheet at December 31, 2019. In addition, on December 18, 2019, the Company completed the sale and leaseback of one medical office building for net proceeds of approximately $4 million to an affiliate of Catalyst Healthcare Real Estate. The 30,000 square foot building is located in Arkansas and supports a wide array of diagnostic, medical and surgical services in an outpatient setting for the nearby hospital. Based on the Company’s assessment of the control transfer principle in this leased building, the transaction does not qualify for sale treatment and the related lease has been recorded as a financing obligation in long-term debt in the accompanying consolidated balance sheet at December 31, 2019. On December 22, 2016, the Company completed the sale and leaseback of ten medical office buildings for net proceeds of $159 million to HCP, Inc. The buildings, with a combined total of 756,183 square feet, are located in five states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Because of the Company’s continuing involvement in these leased buildings, the transaction did not qualify for sale treatment and the related leases have been recorded as financing obligations in long-term debt in the Company’s consolidated balance sheet at December 31, 2018. Upon adoption of ASC 842 on January 1, 2019, the Company reevaluated the classification of these financing arrangements utilizing the new accounting requirements for sale-leasebacks in ASC 842, concluding that these financing arrangements continue to not qualify for sale treatment and therefore should continue to be classified as financing obligations in long-term debt . At December 31 , 2019, six of these financing obligations remain outstanding and are included in the table below, with the other four medical office buildings having been divested in conjunction with the sale of the related hospital entity. Commitments relating to noncancellable operating and finance leases and financing obligations for each of the next five years and thereafter are as follows (in millions): Financing Year Ending December 31, Operating Finance Obligations 2020 $ 184 $ 12 $ 12 2021 150 11 12 2022 115 9 12 2023 92 8 12 2024 71 8 13 Thereafter 213 156 114 Total minimum future payments 825 204 175 Less: Imputed interest (202) (91) (16) Total liabilities 623 113 159 Less: Current portion (136) (6) (1) Long-term liabilities $ 487 $ 107 $ 158 As previously disclosed in the Company’s 2018 Form 10-K, which followed the lease accounting in effect prior to adoption of ASC 842, future commitments relating to noncancellable operating and capital leases and financing obligations for the five years and period thereafter as of December 31, 2018 were as follows (in millions): Financing Year Ending December 31, Operating (1) Capital Obligations 2019 $ 188 $ 12 $ 12 2020 157 10 9 2021 121 8 10 2022 98 7 10 2023 79 14 10 Thereafter 234 121 106 Total minimum future payments $ 877 172 157 Less: Imputed interest (80) (18) Total capital lease and financing obligations - 92 139 Less: Current portion (8) (5) Long-term capital lease and financing obligations - $ 84 $ 134 __________ (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future, which are considered immaterial. As of December 31, 2019, there were approximately $29 million of assets underlying approved but pending leases that have not yet commenced, primarily for medical equipment. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans Disclosure | 10. 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 Company’s employees. 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. Total expense to the Company under the 401(k) plans was $85 million, $90 million and $94 million for the years ended December 31, 2019, 2018 and 2017, respectively, and is recorded in salaries and benefits expense on the consolidated statements of loss. 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 $175 million and $163 million as of December 31, 2019 and 2018, respectively, and is included in other long-term liabilities on the consolidated balance sheets. The Company had assets of $153 million and $146 million as of December 31, 2019 and 2018, respectively, in a non-qualified plan trust generally designated to pay benefits of the deferred compensation plans, consisting of equity securities of $23 million and $32 million as of December 31, 2019 and 2018, respectively, and company-owned life insurance contracts of $130 million and $114 million as of December 31, 2019 and 2018, 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 $7 million, $9 million and $16 million for the years ended December 31, 2019, 2018 and 2017, respectively. The accrued benefit liability for the SERP totaled $72 million and $66 million at December 31, 2019 and 2018, 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 years ended December 31, 2019 and 2018 were a discount rate of 4.2% and 3.4% and an annual salary increase of 3.0% and 2.0% . The Company had equity securities in a rabbi trust generally designated to pay benefits of the SERP in the amounts of $84 million and $74 million at December 31, 2019 and 2018, respectively. These amounts are included in other assets, net on the consolidated balance sheets. During 2018, certain members of executive management of the Company that were participants in the SERP retired and met the requirements for payout of their SERP retirement benefit. The SERP payout provisions require payment to the participant in an actuarially determined lump sum amount six months after the participant retires from the Company. Such amounts were paid out of the rabbi trust. As required by the pension accounting rules in U.S. GAAP, the Company recognized a non-cash settlement loss of approximately $ 2 million during the year ended December 31, 2018. There was no settlement loss during the year ended December 31, 2019. 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 formerly owned 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 contributions of approximately $1 million to the Pension Plan in 2020. 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 both of the years ended December 31, 2019 and 2018, and was $7 million for the year ended December 31, 2017. The accrued benefit liability for the Pension Plan totaled $12 million and $11 million at December 31, 2019 and 2018, 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, 2019 was a discount rate of 4.2% and the expected long-term rate of return on assets of 6.0% . |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit Disclosure | 11. STOCKHOLDERS’ DEFICIT Authorized capital shares of the Company include 400,000,000 shares of capital stock consisting of 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. Each of the aforementioned classes of capital stock has a par value of $0.01 per share. Shares of preferred stock, none of which were outstanding as of December 31, 2019, may be issued in one or more series having such rights, preferences and other provisions as determined by the Board of Directors without approval by the holders of common stock. 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 expired on November 6, 2018. 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 years ended December 31, 2019, 2018 and 2017. The Company is a holding company which operates through its subsidiaries. The Company’s ABL Facility and the indentures governing each series of the Company’s outstanding notes contain various covenants under which the assets of the subsidiaries of the Company are subject to certain restrictions relating to, among other matters, dividends and distributions, as referenced in the paragraph below. The ABL Facility and the indentures governing each series of the Company’s outstanding notes restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. As of December 31, 2019, under the most restrictive test in these agreements (and subject to certain exceptions), the Company has approximately $200 million of capacity to pay permitted dividends and/or repurchase shares of stock or make other restricted payments. The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ deficit (in millions): Year Ended December 31, 2019 2018 2017 Net loss attributable to Community Health Systems, Inc. stockholders $ (675) $ (788) $ (2,459) Transfers to the noncontrolling interests: Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests 3 (4) (2) Net transfers to the noncontrolling interests 3 (4) (2) Change to Community Health Systems, Inc. stockholders’ deficit from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (672) $ (792) $ (2,461) |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Disclosure | 12. EARNINGS PER SHARE The following table sets forth the components of the numerator and denominator for the computation of basic and diluted (loss) earnings per share for loss from continuing operations, discontinued operations and net loss attributable to Community Health Systems, Inc. common stockholders (in millions, except share data): Year Ended December 31, 2019 2018 2017 Numerator: Loss from continuing operations, net of taxes $ (590) $ (704) $ (2,384) Less: Income attributable to noncontrolling interests, net of taxes 85 84 63 Loss from continuing operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ (675) $ (788) $ (2,447) Loss from discontinued operations, net of taxes $ - $ - $ (12) 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 $ - $ - $ (12) Denominator: Weighted-average number of shares outstanding — basic 113,739,046 112,728,274 111,769,821 Effect of dilutive securities: Restricted stock awards - - - Employee stock options - - - Other equity-based awards - - - Weighted-average number of shares outstanding — diluted 113,739,046 112,728,274 111,769,821 The Company generated a loss from continuing operations attributable to Community Health Systems, Inc. common stockholders for the years ended December 31, 2019, 2018 and 2017, 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 years ended December 31, 2019, 2018 and 2017, 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 shares of 133,866 , 68,687 and 111,464 , respectively. Year Ended December 31, 2019 2018 2017 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 3,508,968 2,152,408 3,008,919 |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2019 | |
Equity Investments [Abstract] | |
Equity Investments Disclosure | 13. EQUITY INVESTMENTS As of December 31, 2019, the Company owned equity interests of 38.0% in t wo hospitals in Macon, Georgia, in which HCA owns the majority interest. On December 31, 2016 , the Company sold 80 % of its ownership interest in the legal entity that owned and operated its home care agency business. As part of the divestiture of its controlling interest in the home care agency business, the Company recorded an equity method investment representing its remaining 20% ownership. 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, 2019, the Company had a 14.5% ownership interest in HealthTrust. The Company’s investment in all of its unconsolidated affiliates was $199 million and $192 million at December 31, 2019 and 2018, 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 $15 million, $22 million and $16 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Other Comprehensive Income
Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Deficit [Abstract] | |
Other Comprehensive Income Disclosure | 14. OTHER COMPREHENSIVE INCOME The following tables present information about items reclassified out of accumulated other comprehensive loss by component for the years ended December 31, 2019 and 2018 (in millions, net of tax): Change in Change in Change in Fair Fair Value of Unrecognized Accumulated Other Value of Interest Available-for-Sale Pension Cost Comprehensive Rate Swaps Debt Securities Components (Loss) Income Balance as of December 31, 2018 $ 5 $ (7) $ (8) $ (10) Other comprehensive (loss) income before reclassifications (3) 5 (1) 1 Amounts reclassified from accumulated other comprehensive (loss) income - (1) 1 - Net current-period other comprehensive (loss) income (3) 4 - 1 Balance as of December 31, 2019 $ 2 $ (3) $ (8) $ (9) Change in Change in Change in Fair Fair Value of Unrecognized Accumulated Other Value of Interest Available-for-Sale Pension Cost Comprehensive Rate Swaps Debt Securities Components (Loss) Income Balance as of December 31, 2017 $ (12) $ (2) $ (7) $ (21) Other comprehensive income (loss) before reclassifications 12 (2) (2) 8 Amounts reclassified from accumulated other comprehensive income 8 - 1 9 Net current-period other comprehensive income (loss) 20 (2) (1) 17 Adoption of ASU 2016-01 and 2018-02 (3) (3) - (6) Balance as of December 31, 2018 $ 5 $ (7) $ (8) $ (10) The following tables present a subtotal for each significant reclassification to net loss out of AOCL and the line item affected in the accompanying consolidated statements of loss for the years ended December 31, 2019 and 2018 (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, 2019 income (loss) is presented Gains and losses on cash flow hedges Interest rate swaps $ - Interest expense, net - Tax benefit $ - Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Settlement losses recognized - Salaries and benefits (1) Total before tax - Tax benefit $ (1) Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive (loss) income components December 31, 2018 (loss) income is presented Gains and losses on cash flow hedges Interest rate swaps $ (10) Interest expense, net 2 Tax benefit $ (8) Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Settlement losses recognized (2) Salaries and benefits (3) Total before tax 2 Tax benefit $ (1) Net of tax |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | |
Commitments and Contingencies Disclosure | 15. COMMITMENTS AND CO NTINGENCIES Construction and Other Capital Commitments. Pursuant to a hospital purchase agreement in effect as of December 31, 2019, the Company is required to build replacement facilities in La Porte, Indiana and Knox, Indiana. The estimated construction costs, including equipment costs, for the La Porte and Starke replacement facilities are currently estimated to be approximately $128 million and $15 million, respectively, of which approximately $58 million has been incurred to date for the construction of La Porte. In addition, under other purchase agreements outstanding at December 31, 2019, the Company has committed to spend approximately $2 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, 2019, the Company has spent approximately $2 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, 2019, the maximum potential amount of future payments under these guarantees in excess of the liability recorded is $19 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 2.6% , 3.1% and 2.2% in 2019, 2018 and 2017, 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 $612 million and $650 million as of December 31, 2019 and 2018, respectively. The estimated undiscounted claims liability was $663 million and $710 million as of December 31, 2019 and 2018, respectively. The current portion of the liability for professional and general liability claims was $169 million and $100 million as of December 31, 2019 and 2018, 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. 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 three and four years, although the facts and circumstances of individual claims could result in the timing of such payments being different from this average. Since claims are paid promptly after settlement with the claimant is reached, settled claims represent approximately 1.0% of the total liability at the end of any period. For purposes of estimating 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. Management considers any changes in the amount and pattern of its historical paid losses up through the most recent reporting period to identify any fundamental shifts or trends in claim development experience in determining the estimate of professional liability claims. However, due to the subjective nature of this estimate and the impact that previously unforeseen shifts in actual claim experience can have, future estimates of professional liability could be adversely impacted when actual paid losses develop unexpectedly based on assumptions and settlement events that were not previously known or anticipated. During the nine months ended September 30, 2019, the Company experienced a significant increase in the amounts paid to settle outstanding professional liability claims, compared to the same period in the prior year and to previous actuarially determined estimates. This increase in claims paid related to claims incurred in 2016 and prior years and was primarily related to divested hospitals. The settlement of these claims at amounts greater than the previously determined actuarial estimates resulted in the Company recording a $ 70 million change in estimate during the three months ended June 30, 2019, and an additional $20 million change in estimate during the three months ended September 30, 2019 based on updated actuarial estimates. No additional change in estimate related to these claims was recorded during the three months ended December 31, 2019. 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 and before June 1, 2018 are self-insured up to $10 million per claim. Substantially all claims reported on or after June 1, 2018 are self-insured up to $15 million per claim. Management on occasion has selectively increased the insured risk at certain hospitals based upon insurance pricing and other factors and may continue that practice in the future. Excess insurance for all hospitals has been purchased through commercial insurance companies and generally covers 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 at least $215 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. Beginning June 1, 2018, this drop-down provision in the excess policies attaches over the $15 million per claim self-insured retention. Effective June 1, 2014, the hospitals acquired from HMA were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims reported on or after June 1, 2014 except for physician-related claims with an occurrence date prior to June 1, 2014. Prior to June 1, 2014, the former HMA hospitals obtained insurance coverage through a wholly-owned captive insurance subsidiary and a risk retention group subsidiary which are domiciled in the Cayman Islands and South Carolina, respectively. Those insurance subsidiaries, which are collectively referred to as the “Insurance Subsidiaries,” provided (i) claims-made coverage to all of the former HMA hospitals and (ii) occurrence-basis coverage to most of the physicians employed by the former HMA hospitals. The employed physicians not covered by the Insurance Subsidiaries generally maintained claims-made policies with unrelated third party insurance companies. To mitigate the exposure of the program covering the former HMA hospitals and other healthcare facilities, the Insurance Subsidiaries bought claims-made reinsurance policies from unrelated third parties for claims above self-retention levels of $10 million or $15 million per claim, depending on the policy year. Effective January 1, 2008, the former Triad hospitals were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims occurring on or after January 1, 2002 and reported on or after January 1, 2008. Substantially all losses for the former Triad hospitals in periods prior to May 1, 1999 were insured through a wholly-owned insurance subsidiary of HCA, Triad’s owner prior to that time, and excess loss policies maintained by HCA. HCA has agreed to indemnify the former Triad hospitals in respect of claims covered by such insurance policies arising prior to May 1, 1999. From May 1, 1999 through December 31, 2006, the former Triad hospitals obtained insurance coverage on a claims incurred basis from HCA’s wholly-owned insurance subsidiary, with excess coverage obtained from other carriers that is subject to certain deductibles. Effective for claims incurred after December 31, 2006, Triad began insuring its claims from $1 million to $5 million through its wholly-owned captive insurance company, replacing the coverage provided by HCA. Substantially all claims occurring during 2007 were self-insured up to $10 million per claim. 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 Quorum Health Corporation (“QHC”), the Company agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to April 29, 2016, the closing date of the spin-off, including (i) certain claims and proceedings that were known to be outstanding at or prior to the consummation of the spin-off and involved multiple facilities and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to QHC’s healthcare facilities prior to the closing date of the spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by the Company, including professional liability and employer practices. Notwithstanding the foregoing, the Company is not required to indemnify QHC in respect of any claims or proceedings arising out of or related to the business operations of Quorum Health Resources, LLC at any time or QHC’s compliance with the corporate integrity agreement. Subsequent to the spin-off of QHC, the Office of the Inspector General provided the Company with written assurance that it would look solely at QHC for compliance for its facilities under the Company’s Corporate Integrity Agreement; however, the Office of the Inspector General declined to enter into a separate corporate integrity agreement with QHC. Probable Contingencies Becker v. Community Health Systems, Inc. d/b/a Community Health Systems Professional Services Corporation d/b/a Community Health Systems d/b/a Community Health Systems PSC, Inc. d/b/a Rockwood Clinic P.S. and Rockwood Clinic, P.S. (Superior Court, Spokane, Washington). This suit was filed on February 29, 2012, by a former chief financial officer at Rockwood Clinic in Spokane, Washington. Becker claims he was wrongfully terminated for allegedly refusing to certify a budget for Rockwood Clinic in 2012. On February 29, 2012, he also filed an administrative complaint with the Department of Labor, Occupational Safety and Health Administration alleging that he is a whistleblower under Sarbanes-Oxley, which was dismissed by the agency and was appealed to an administrative law judge for a hearing that occurred on January 19-26, 2016. In a decision dated November 9, 2016, the law judge awarded Becker approximately $1.9 million for front pay, back pay and emotional damages with attorney fees to be later determined. The Company has appealed the award to the Administrative Review Board and is awaiting its decision. At a hearing on July 27, 2012, the trial court dismissed Community Health Systems, Inc. from the state case and subsequently certified the state case for an interlocutory appeal of the denial to dismiss his employer and the management company. The appellate court accepted the interlocutory appeal, and it was argued on April 30, 2014. On August 14, 2014, the court denied the Company’s appeal. On October 20, 2014, the Company filed a petition to review the denial with the Washington Supreme Court. The appeal was accepted and oral argument was heard on June 9, 2015. On September 15, 2015, the court denied the Company’s appeal and remanded to the trial court; a previous trial setting of September 12, 2016 has been vacated and not reset. On October 15, 2019, the Administrative Review Board released an order to show cause requiring Becker to file a brief to show cause why the Administrative Review Board should not remand the previous administrative decision for a new hearing before a new law judge. The appeal before the Administrative Review Board is still pending. The Company continues to vigorously defend these actions. Empire Health Foundation v. CHS/Community Health Systems, Inc., CHS Washington Holdings, LLC, Spokane Washington Hospital Company, LLC, Spokane Valley Washington Hospital Company, LLC. This suit was filed in the United States District Court for the Eastern District of Washington on June 12, 2017 by Empire Health Foundation claiming Deaconess and Valley Hospitals failed to abide by charity care obligations allegedly existing in the 2008 Asset Purchase Agreement between Empire Health System and Company affiliates. The court granted in part and denied in part the hospitals’ motion to dismiss on October 11, 2017. All parties filed motions for summary judgment, and the court granted in part and denied in part both parties’ motions on February 27, 2019 and July 9, 2019. The Company settled this matter during the three months ended September 30, 2019 for $22 million (and recorded a liability equal to the settlement amount as of September 30, 2019), the settlement was paid during the three months ended December 31, 2019. R2 Investments v Quorum Health Corporation; Community Health Systems, Inc.; Wayne T. Smith; W. Larry Cash; Thomas D. Miller; Michael J. Culotta; John A. Clerico; James S. Ely, III; John A. Fry; William Norris Jennings; Julia B. North; H. Mitchell Watson, Jr.; H. James Williams. This case was pending in the Circuit Court for Williamson County, Tennessee and was served on October 26, 2017. The plaintiff alleged common law fraud and violation of Tennessee securities fraud statutes in connection with its purchase of QHC stock and QHC senior secured notes. The court granted in part and denied in part the director defendants’ motion to dismiss and denied the remaining defendants’ motions to dismiss on May 11, 2018. The Company settled and paid this matter during the three months ended December 31, 2019. 2011 Class Action Shareholder Federal Securities Cases . Three purported class action cases have been filed in the United States District Court for the Middle District of Tennessee; namely, Norfolk County Retirement System v. Community Health Systems, Inc., et al., filed May 9, 2011; De Zheng v. Community Health Systems, Inc., et al., filed May 12, 2011; and Minneapolis Firefighters Relief Association v. Community Health Systems, Inc., et al., filed June 21, 2011. All three seek class certification on behalf of purchasers of the Company’s common stock between July 27, 2006 and April 11, 2011 and allege that misleading statements resulted in artificially inflated prices for the Company’s common stock. In December 2011, the cases were consolidated for pretrial purposes and NYC Funds and its counsel were selected as lead plaintiffs/lead plaintiffs’ counsel. In lieu of ruling on the Company’s motion to dismiss, the court permitted the plaintiffs to file a first amended consolidated class action complaint, which was filed on October 5, 2015. The Company’s motion to dismiss was filed on November 4, 2015 and oral argument was held on April 11, 2016. The Company’s motion to dismiss was granted on June 16, 2016 and on June 27, 2016, the plaintiffs filed a notice of appeal to the Sixth Circuit Court of Appeals. The matter was heard on May 3, 2017. On December 13, 2017, the Sixth Circuit reversed the trial court’s dismissal of the case and remanded it to the District Court. The Company filed a renewed partial motion to dismiss on February 9, 2018, which was denied by the District Court on September 24, 2018. The Company also filed a petition for a writ of certiorari to the United States Supreme Court on April 18, 2018 seeking review of the Sixth Circuit’s decision. The United States Supreme Court denied the petition for a writ of certiorari on October 1, 2018. The District Court granted the Plaintiff’s motion for class certification on July 26, 2019. The Company filed a petition for permission to appeal the District Court’s class certification order in the Sixth Circuit Court of Appeals on August 9, 2019, and that petition was denied on October 23, 2019. Trial for this matter is set for December 1, 2020. On January 21, 2020, the Company and the Plaintiff filed a stipulation of settlement indicating to the District Court that the parties had reached agreement on the principal terms of a settlement for $53 million. The settlement is subject to the District Court’s final approval. The Company recorded a liability of $53 million at December 31, 2019 based on the proposed settlement agreement. 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, 2019 and 2018, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. Probable Contingencies Balance as of December 31, 2017 $ 14 Expense 7 Reserve for insured claim 4 Cash payments (6) Balance as of December 31, 2018 19 Expense 87 Reserve for insured claim (4) Cash payments (34) Balance as of December 31, 2019 $ 68 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. 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 $21 million and $2 million during the years ended December 31, 2019 and 2018, respectively, and are included in other operating expenses in the accompanying consolidated statements of loss. Matters for which an Outcome Cannot be Assessed For the following legal matter, due to the uncertainties surrounding the ultimate outcome of the case, the Company cannot at this time assess what the outcome may be and is further unable to reasonably estimate any loss or range of loss. Steadfast Insurance Company, et al v. Community Health Systems, Inc., CHS/Community Health Systems, Inc., CHSPSC, LLC and Pecos Valley of New Mexico, LLC. This case is filed in the Superior Court for the State of Delaware and involve suits by four excess liability insurers seeking a declaration that a $73 million judgment rendered against Pecos Valley of New Mexico, LLC in Anne Sperling, et al v. Pecos Valley of New Mexico, LLC is not a covered loss as defined by the policies at issue. The Steadfast complaint was served on November 30, 2018. On December 13, 2018, Admiral Insurance Company, Endurance Specialty Insurance Ltd, and Illinois Union Insurance Company moved to intervene in the suit as petitioners. The Company has initiated counterclaims against each insurer, including for bad faith against Steadfast. The judgment against Pecos Valley of New Mexico, LLC, which is the subject of this litigation and which was rendered on September 5, 2018, in First Judicial Court of the State of New Mexico, is currently on appeal to the Court of Appeals of New Mexico. Trial of this matter is set for December 7, 2020. The Company believes the claims in the Steadfast litigation are without merit and will vigorously defend the case. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events Disclosure | 16. 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. On January 1, 2020, one or more subsidiaries of the Company sold Southside Regional Medical Center ( 300 licensed beds) in Petersburg, Virginia, Southampton Memorial Hospital ( 105 licensed beds) in Franklin, Virginia and Southern Virginia Regional Medical Center ( 80 licensed beds) in Emporia, Virginia and their associated assets to Bon Secours Mercy Health System pursuant to the terms of a definitive agreement which was entered into on October 28, 2019. The net proceeds from this sale were received at a preliminary closing on December 31, 2019. On January 23, 2020, the Company announced that CHS commenced a cash tender offer for any and all of the outstanding 5⅛% Senior Secured Notes due 2021. As of the early tender deadline on February 5, 2020, approximately $632 million aggregate principal amount of 5⅛% Senior Secured Notes due 2021, or approximately 63.25% of the outstanding 5⅛% Senior Secured Notes due 2021, had been validly tendered and not validly withdrawn. In connection with the commencement of the cash tender offer, CHS issued to holders of the 5⅛% Senior Secured Notes due 2021 a conditional notice of redemption to redeem all of the 5⅛% Senior Secured Notes due 2021 not purchased by CHS in the tender offer at a redemption price of 100.000% of the principal amount thereof plus accrued interest to, but not including, February 22, 2020. On January 30, 2020, one or more affiliates of the Company entered into definitive agreements for the sale of substantially all of the assets of each of Shands Live Oak Regional Medical Center ( 25 licensed beds) in Live Oak, Florida and Shands Starke Regional Medical Center ( 49 licensed beds) in Starke, Florida to affiliates of HCA. On February 6, 2020, CHS completed a private offering of $1.462 billion aggregate principal amount of 6⅝% Senior Secured Notes due February 15, 2025 (the “6⅝% Senior Secured Notes due 2025”). CHS used the net proceeds of the offering of the 6⅝% Senior Secured Notes due 2025 to (i) purchase any and all of its 5⅛% Senior Secured Notes due 2021 validly tendered and not validly withdrawn in the cash tender offer announced on January 23, 2020, (ii) redeem all of the 5⅛% Senior Secured Notes due 2021 that were not purchased pursuant to such tender offer, (iii) purchase in one or more privately negotiated transactions approximately $426 million aggregate principal amount of its 6¼% Senior Secured Notes due 2023 and (iv) pay related fees and expenses. The 6⅝% Senior Secured Notes due 2025 bear interest at a rate of 6.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2020. The 6⅝% Senior Secured Notes are scheduled to mature on February 15, 2025. The 6⅝% Senior Secured Notes due 2025 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 6⅝% Senior Secured Notes due 2025 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral and (ii) second-priority liens on the ABL Priority Collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the indenture governing the 6⅝% Senior Secured Notes due 2025. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data Disclosure | 17. 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, 2019: Net operating revenues $ 3,376 $ 3,302 $ 3,246 $ 3,286 $ 13,210 Loss from continuing operations before income taxes (94) (149) (72) (115) (430) Loss from continuing operations (101) (146) 2 (346) (590) Loss from discontinued operations - - - - - Net loss attributable to Community Health Systems, Inc. $ (118) $ (167) $ (17) $ (373) $ (675) Basic loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Discontinued operations - - - - - Net loss $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Diluted loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Discontinued operations - - - - - Net loss $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Weighted-average number of shares outstanding: Basic 113,257,608 113,862,097 113,891,721 113,935,629 113,739,046 Diluted 113,257,608 113,862,097 113,891,721 113,935,629 113,739,046 Year ended December 31, 2018: Net operating revenues $ 3,689 $ 3,562 $ 3,451 $ 3,453 $ 14,155 Loss from continuing operations before income taxes (13) (129) (204) (369) (715) Loss from continuing operations (6) (91) (308) (299) (704) Loss from discontinued operations - - - - - Net loss attributable to Community Health Systems, Inc. $ (25) $ (110) $ (325) $ (328) $ (788) Basic loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Discontinued operations - - - - - Net loss $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Diluted loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Discontinued operations - - - - - Net loss $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Weighted-average number of shares outstanding: Basic 112,291,496 112,837,944 112,865,482 112,909,869 112,728,274 Diluted 112,291,496 112,837,944 112,865,482 112,909,869 112,728,274 (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, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Condensed Consolidating Financial Information Disclosure | 18. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The 6⅞% Senior Notes due 2022, which are senior unsecured obligations of CHS, the 5⅛% Senior Secured Notes due 2021, and the 6¼% Senior Secured Notes due 2023 (collectively, “the Notes”) are guaranteed on a senior basis by the Company and by certain of its existing and subsequently acquired or organized 100 % owned domestic subsidiaries. In addition, equity interests held by the Company in non-guarantor subsidiaries have been pledged as collateral under the Notes, except for equity interests held in three hospitals owned jointly with a non-profit, health organization. The Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor’s capital stock is sold, or a sale of all of the subsidiary guarantor’s assets used in operations. The following condensed consolidating financial statements present Community Health Systems, Inc. (as parent guarantor), CHS (as the issuer), the subsidiary guarantors, the subsidiary non-guarantors and eliminations. These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The accounting policies used in the preparation of this financial information are consistent with those elsewhere in the consolidated financial statements of the Company, except as noted below: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets. • Cash flows from intercompany transactions are presented in cash flows from financing activities, as changes in intercompany balances with affiliates, net. • Income tax expense is allocated from the parent guarantor to the income producing operations (other guarantors and non-guarantors) and the issuer through stockholders’ deficit. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. • Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances. The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the ABL Facility and Receivables Facility that are further discussed in Note 6. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Amounts for prior periods have been revised to reflect the status of guarantors and non-guarantors as of December 31, 2019. Condensed Consolidating Statement of Loss Year Ended December 31, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ 46 $ 8,246 $ 4,918 $ - $ 13,210 Operating costs and expenses: Salaries and benefits - - 3,092 2,855 - 5,947 Supplies - - 1,444 707 - 2,151 Other operating expenses - - 2,289 1,014 - 3,303 Government and other legal settlements and related costs - - 93 - - 93 Electronic health records incentive reimbursement - - - (1) - (1) Lease cost and rent - - 168 153 - 321 Depreciation and amortization - - 383 225 - 608 Impairment and loss on sale of businesses, net - (2) 121 19 - 138 Total operating costs and expenses - (2) 7,590 4,972 - 12,560 Income (loss) from operations - 48 656 (54) - 650 Interest expense, net - 425 667 (51) - 1,041 Loss from early extinguishment of debt - 54 - - - 54 Equity in earnings of unconsolidated affiliates 675 99 (26) - (763) (15) (Loss) income before income taxes (675) (530) 15 (3) 763 (430) Provision for (benefit from) income taxes - 145 (6) 21 - 160 Net (loss) income (675) (675) 21 (24) 763 (590) Less: Net income attributable to noncontrolling interests - - - 85 - 85 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (675) $ (675) $ 21 $ (109) $ 763 $ (675) Condensed Consolidating Statement of Loss Year Ended December 31, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ (5) $ 8,111 $ 6,049 $ - $ 14,155 Operating costs and expenses: Salaries and benefits - - 3,030 3,354 - 6,384 Supplies - - 1,426 929 - 2,355 Other operating expenses - - 2,109 1,387 - 3,496 Government and other legal settlements and related costs - - 11 - - 11 Electronic health records incentive reimbursement - - (1) (3) - (4) Lease cost and rent - - 166 171 - 337 Depreciation and amortization - - 414 286 - 700 Impairment and loss on sale of businesses, net - 29 97 542 - 668 Total operating costs and expenses - 29 7,252 6,666 - 13,947 (Loss) income from operations - (34) 859 (617) - 208 Interest expense, net - 425 494 57 - 976 (Gain) loss from early extinguishment of debt - (32) 1 - - (31) Equity in earnings of unconsolidated affiliates 788 438 774 - (2,022) (22) Loss before income taxes (788) (865) (410) (674) 2,022 (715) (Benefit from) provision for income taxes - (77) (7) 73 - (11) Net loss (788) (788) (403) (747) 2,022 (704) Less: Net income attributable to noncontrolling interests - - - 84 - 84 Net loss attributable to Community Health Systems, Inc. stockholders $ (788) $ (788) $ (403) $ (831) $ 2,022 $ (788) Condensed Consolidating Statement of Loss Year Ended December 31, 2017 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (22) $ 9,421 $ 8,999 $ - $ 18,398 Provision for bad debts - - 1,819 1,226 - 3,045 Net operating revenues - (22) 7,602 7,773 - 15,353 Operating costs and expenses: Salaries and benefits - - 3,092 4,284 - 7,376 Supplies - - 1,397 1,275 - 2,672 Other operating expenses - - 1,954 1,910 - 3,864 Government and other legal settlements and related costs - - (31) - - (31) Electronic health records incentive reimbursement - - (8) (20) - (28) Rent - - 166 228 - 394 Depreciation and amortization - - 434 427 - 861 Impairment and loss on sale of businesses, net - - 608 1,515 - 2,123 Total operating costs and expenses - - 7,612 9,619 - 17,231 Loss from operations - (22) (10) (1,846) - (1,878) Interest expense, net - 327 489 115 - 931 Loss from early extinguishment of debt - 40 - - - 40 Equity in earnings of unconsolidated affiliates 2,459 1,888 1,555 - (5,918) (16) Loss from continuing operations before income taxes (2,459) (2,277) (2,054) (1,961) 5,918 (2,833) Provision for (benefit from) income taxes - 182 (170) (461) - (449) Loss from continuing operations (2,459) (2,459) (1,884) (1,500) 5,918 (2,384) Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - (4) (2) - (6) Impairment of hospitals sold or held for sale - - (4) (2) - (6) Loss from discontinued operations, net of taxes - - (8) (4) - (12) Net loss (2,459) (2,459) (1,892) (1,504) 5,918 (2,396) Less: Net income attributable to noncontrolling interests - - - 63 - 63 Net loss attributable to Community Health Systems, Inc. stockholders $ (2,459) $ (2,459) $ (1,892) $ (1,567) $ 5,918 $ (2,459) Condensed Consolidating Statement of Comprehensive (Loss) Income Year Ended December 31, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net (loss) income $ (675) $ (675) $ 21 $ (24) $ 763 $ (590) Other comprehensive (loss) income, net of income taxes: Net change in fair value of interest rate swaps, net of tax (3) (3) - - 3 (3) Net change in fair value of available-for-sale debt securities, net of tax 4 4 4 - (8) 4 Amortization and recognition of unrecognized pension cost components, net of tax - - - - - - Other comprehensive income 1 1 4 - (5) 1 Comprehensive (loss) income (674) (674) 25 (24) 758 (589) Less: Comprehensive income attributable to noncontrolling interests - - - 85 - 85 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (674) $ (674) $ 25 $ (109) $ 758 $ (674) Condensed Consolidating Statement of Comprehensive Loss Year Ended December 31, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (788) $ (788) $ (403) $ (747) $ 2,022 $ (704) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 20 20 - - (20) 20 Net change in fair value of available-for-sale debt securities, net of tax (2) (2) (2) - 4 (2) Amortization and recognition of unrecognized pension cost components, net of tax (1) (1) (1) - 2 (1) Other comprehensive income (loss) 17 17 (3) - (14) 17 Comprehensive loss (771) (771) (406) (747) 2,008 (687) Less: Comprehensive income attributable to noncontrolling interests - - - 84 - 84 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (771) $ (771) $ (406) $ (831) $ 2,008 $ (771) Condensed Consolidating Statement of Comprehensive Loss Year Ended December 31, 2017 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (2,459) $ (2,459) $ (1,892) $ (1,504) $ 5,918 $ (2,396) Other comprehensive income, net of income taxes: Net change in fair value of interest rate swaps, net of tax 19 19 - - (19) 19 Net change in fair value of available-for-sale debt securities, net of tax 8 8 8 - (16) 8 Amortization and recognition of unrecognized pension cost components, net of tax 14 14 14 - (28) 14 Other comprehensive income 41 41 22 - (63) 41 Comprehensive loss (2,418) (2,418) (1,870) (1,504) 5,855 (2,355) Less: Comprehensive income attributable to noncontrolling interests - - - 63 - 63 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (2,418) $ (2,418) $ (1,870) $ (1,567) $ 5,855 $ (2,418) Condensed Consolidating Balance Sheet December 31, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 142 $ 74 $ - $ 216 Patient accounts receivable - - 1,822 436 - 2,258 Supplies - - 242 112 - 354 Prepaid income taxes 48 - - - - 48 Prepaid expenses and taxes - - 152 41 - 193 Other current assets - - 72 286 - 358 Total current assets 48 - 2,430 949 - 3,427 Intercompany receivable - 11,961 5,674 6,990 (24,625) - Property and equipment, net - - 4,206 1,402 - 5,608 Goodwill - - 2,628 1,700 - 4,328 Deferred income taxes 38 - - - - 38 Other assets, net (4) - 1,203 1,009 - 2,208 Net investment in subsidiaries - 21,736 12,433 - (34,169) - Total assets $ 82 $ 33,697 $ 28,574 $ 12,050 $ (58,794) $ 15,609 LIABILITIES AND (DEFICIT) EQUITY Current liabilities: Current maturities of long-term debt $ - $ - $ 18 $ 2 $ - $ 20 Current operating lease liabilities - - 82 54 - 136 Accounts payable - 11 518 282 - 811 Accrued interest - 189 - - - 189 Accrued liabilities - 1 650 475 - 1,126 Total current liabilities - 201 1,268 813 - 2,282 Long-term debt - 13,116 208 61 - 13,385 Intercompany payable 2,099 22,518 26,029 13,399 (64,045) - Deferred income taxes 200 - - - - 200 Long-term operating lease liabilities - - 265 222 - 487 Other long-term liabilities 1 2 580 311 - 894 Total liabilities 2,300 35,837 28,350 14,806 (64,045) 17,248 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 502 - 502 (Deficit) equity: Community Health Systems, Inc. stockholders’ (deficit) equity: Common stock 1 - - - - 1 Additional paid-in capital 2,008 (487) 198 (1,008) 1,297 2,008 Accumulated other comprehensive (loss) income (9) (9) (11) 1 19 (9) (Accumulated deficit) retained earnings (4,218) (1,644) 37 (2,328) 3,935 (4,218) Total Community Health Systems, Inc. stockholders’ (deficit) equity (2,218) (2,140) 224 (3,335) 5,251 (2,218) Noncontrolling interests in equity of consolidated subsidiaries - - - 77 - 77 Total (deficit) equity (2,218) (2,140) 224 (3,258) 5,251 (2,141) Total liabilities and (deficit) equity $ 82 $ 33,697 $ 28,574 $ 12,050 $ (58,794) $ 15,609 Condensed Consolidating Balance Sheet December 31, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 132 $ 64 $ - $ 196 Patient accounts receivable - - 1,844 508 - 2,352 Supplies - - 269 133 - 402 Prepaid income taxes 3 - - - - 3 Prepaid expenses and taxes - - 134 62 - 196 Other current assets - - 84 316 - 400 Total current assets 3 - 2,463 1,083 - 3,549 Intercompany receivable - 12,615 4,882 6,358 (23,855) - Property and equipment, net - - 4,371 1,768 - 6,139 Goodwill - - 2,704 1,855 - 4,559 Deferred income taxes 69 - - - - 69 Other assets, net - 25 796 722 - 1,543 Net investment in subsidiaries - 20,742 11,784 - (32,526) - Total assets $ 72 $ 33,382 $ 27,000 $ 11,786 $ (56,381) $ 15,859 LIABILITIES AND (DEFICIT) EQUITY Current liabilities: Current maturities of long-term debt $ - $ 155 $ 22 $ 27 $ - $ 204 Accounts payable - - 574 313 - 887 Accrued interest - 205 - 1 - 206 Accrued liabilities - 1 531 563 - 1,095 Total current liabilities - 361 1,127 904 - 2,392 Long-term debt - 13,167 151 74 - 13,392 Intercompany payable 1,572 21,318 24,901 13,085 (60,876) - Deferred income taxes 26 - - - - 26 Other long-term liabilities 9 2 619 378 - 1,008 Total liabilities 1,607 34,848 26,798 14,441 (60,876) 16,818 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 504 - 504 (Deficit) equity: Community Health Systems, Inc. stockholders’ (deficit) equity: Common stock 1 - - - - 1 Additional paid-in capital 2,017 (329) 193 (985) 1,121 2,017 Accumulated other comprehensive loss (10) (10) (11) (3) 24 (10) (Accumulated deficit) retained earnings (3,543) (1,127) 20 (2,243) 3,350 (3,543) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,535) (1,466) 202 (3,231) 4,495 (1,535) Noncontrolling interests in equity of consolidated subsidiaries - - - 72 - 72 Total (deficit) equity (1,535) (1,466) 202 (3,159) 4,495 (1,463) Total liabilities and (deficit) equity $ 72 $ 33,382 $ 27,000 $ 11,786 $ (56,381) $ 15,859 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (4) $ (348) $ 600 $ 137 $ - $ 385 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (6) (7) - (13) Purchases of property and equipment - - (366) (72) - (438) Proceeds from disposition of hospitals and other ancillary operations - 18 30 556 - 604 Proceeds from sale of property and equipment - - 1 2 - 3 Purchases of available-for-sale debt securities and equity securities - - (19) (61) - (80) Proceeds from sales of available-for-sale debt securities and equity securities - - 31 61 - 92 Increase in other investments - - (123) (47) - (170) Net cash provided by (used in) investing activities - 18 (452) 432 - (2) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (46) - - - (46) Proceeds from noncontrolling investors in joint ventures - - - 10 - 10 Redemption of noncontrolling investments in joint ventures - - - (11) - (11) Distributions to noncontrolling investors in joint ventures - - - (99) - (99) Proceeds from sale-lease back - - 60 - - 60 Changes in intercompany balances with affiliates, net 5 619 (189) (435) - - Borrowings under credit agreements - - 36 1 - 37 Issuance of long-term debt - 3,042 - - - 3,042 Proceeds from ABL Facility - 202 - - - 202 Repayments of long-term indebtedness - (3,487) (45) (25) - (3,557) Net cash provided by (used in) financing activities 4 330 (138) (559) - (363) Net change in cash and cash equivalents - - 10 10 - 20 Cash and cash equivalents at beginning of period - - 132 64 - 196 Cash and cash equivalents at end of period $ - $ - $ 142 $ 74 $ - $ 216 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 40 $ (409) $ 560 $ 83 $ - $ 274 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (3) (23) - (26) Purchases of property and equipment - - (408) (119) - (527) Proceeds from disposition of hospitals and other ancillary operations - - 1 404 - 405 Proceeds from sale of property and equipment - - 5 3 - 8 Purchases of available-for-sale debt securities and equity securities - - (54) (24) - (78) Proceeds from sales of available-for-sale debt securities and equity securities - - 79 35 - 114 Increase in other investments - (7) (112) (22) - (141) Net cash (used in) provided by investing activities - (7) (492) 254 - (245) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (96) - - - (96) Proceeds from noncontrolling investors in joint ventures - - - 3 - 3 Redemption of noncontrolling investments in joint ventures - - - (31) - (31) Distributions to noncontrolling investors in joint ventures - - - (96) - (96) Changes in intercompany balances with affiliates, net (39) 99 176 (236) - - Borrowings under credit agreements - - 28 - - 28 Issuance of long-term debt - 1,033 - - - 1,033 Proceeds from ABL Facility - 748 49 - - 797 Repayments of long-term indebtedness - (1,368) (655) (10) - (2,033) Net cash (used in) provided by financing activities (40) 416 (402) (370) - (396) Net change in cash and cash equivalents - - (334) (33) - (367) Cash and cash equivalents at beginning of period - - 466 97 - 563 Cash and cash equivalents at end of period $ - $ - $ 132 $ 64 $ - $ 196 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (12) $ (317) $ 431 $ 671 $ - $ 773 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (1) (5) - (6) Purchases of property and equipment - - (356) (208) - (564) Proceeds from disposition of hospitals and other ancillary operations - - 122 1,570 - 1,692 Proceeds from sale of property and equipment - - 3 4 - 7 Purchases of available-for-sale debt securities and equity securities - - (91) (34) - (125) Proceeds from sales of available-for-sale debt securities and equity securities - - 172 36 - 208 Increase in other investments - - (100) (43) - (143) Net cash (used in) provided by investing activities - - (251) 1,320 - 1,069 Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (5) - - - - (5) Deferred financing costs and other debt-related costs - (65) (1) - - (66) Proceeds from noncontrolling investors in joint ventures - - - 5 - 5 Redemption of noncontrolling investments in joint ventures - - - (6) - (6) Distributions to noncontrolling investors in joint ventures - - - (100) - (100) Changes in intercompany balances with affiliates, net 17 1,565 331 (1,913) - - Borrowings under credit agreements - 795 30 16 - 841 Issuance of long-term debt - 3,100 - - - 3,100 Proceeds from ABL Facility - - 105 - - 105 Repayments of long-term indebtedness - (5,078) (285) (28) - (5,391) Net cash provided by (used in) financing activities 12 317 180 (2,026) - (1,517) Net change in cash and cash equivalents - - 360 (35) - 325 Cash and cash equivalents at beginning of period - - 106 132 - 238 Cash and cash equivalents at end of period $ - $ - $ 466 $ 97 $ - $ 563 |
Schedule II - Qualifying and Va
Schedule II - Qualifying and Valuation Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Schedule II - Valuation and Qualifying Accounts [Abstract] | |
Schedule II - 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, 2019 allowance for doubtful accounts (1) $ - $ - $ - $ - $ - Year ended December 31, 2018 allowance for doubtful accounts (1) $ - $ - $ - $ - $ - Year ended December 31, 2017 allowance for doubtful accounts $ 3,773 $ (21) $ 3,054 $ (2,936) $ 3,870 __________ (1) As discussed at Note 1 of the Notes of the Consolidated Financial Statements, on January 1, 2018, the Company adopted the new revenue recognition standard codified in ASC 606. Upon adoption of ASC 606, the allowance for doubtful accounts of approximately $3.9 billion was reclassified as a component of the net patient accounts receivable . |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Accounting, 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, 2019, the Company owned or leased 102 hospitals, included in continuing operations, including two stand-alone rehabilitation or psychiatric hospitals, licensed for 16,240 beds in 18 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. As of December 31, 2019, Florida, Texas and Indiana represent the only areas of significant geographic concentration. Net operating revenues generated by the Company’s hospitals in Florida, as a percentage of consolidated operating revenues, were 14.3% in both 2019 and 2018 and 14.0% in 2017. Net operating revenues generated by the Company’s hospitals in Texas, as a percentage of consolidated operating revenues, were 12.2% in 2019, 11.7% in 2018 and 10.9% in 2017. Net operating revenues generated by the Company’s hospitals in Indiana, as a percentage of consolidated operating revenues, were 13.7% in 2019, 12.5% in 2018 and 11.6% in 2017. |
Use of Estimates, Policy | Use of Estimates . The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. |
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, 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 which were collectively $184 million, $181 million and $189 million for the years ended December 31, 2019, 2018 and 2017, respectively. Included in these corporate office costs is stock-based compensation of $10 million, $13 million and $24 million for the years ended December 31, 2019, 2018 and 2017, 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. Prior to adoption of Accounting Standards Update (“ASU”) 2016-01 on January 1, 2018, the Company’s marketable securities were classified as trading or available-for-sale. Trading securities were reported at fair value with unrealized gains and losses included in earnings. Available-for-sale securities were carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ (deficit) equity. After adoption of ASU 2016-01 on January 1, 2018, the Company’s marketable securities consist of debt securities that are classified as trading or available-for-sale and equity securities. Equity securities are reported at fair value with changes in fair value included in earnings. Available-for-sale debt securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ (deficit) equity. Trading securities are reported at fair value with unrealized gains and losses included in earnings. Other comprehensive loss, net of tax, included an unrealized gain of $4 million and $8 million during the years ended December 31, 2019 and 2017, respectively, and an unrealized loss of $2 million during the year ended December 31, 2018, related to these available-for-sale debt 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 $219 million at both December 31, 2019 and 2018. 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 $20 million, $15 million and $11 million for the years ended December 31, 2019, 2018 and 2017, respectively. Purchases of property and equipment and internal-use software accrued in accounts payable and not yet paid were $93 million and $115 million at December 31, 2019 and 2018, respectively. The Company also leases certain facilities and equipment under finance leases (see Note 9). 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, 2019, the Company had non-cash investing activity of $6 million related to certain facility and equipment additions that were financed through finance leases and other debt. |
Goodwill, Policy | 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 4, the Company recorded an impairment charge of $1.419 billion during the year ended December 31, 2017. There was no goodwill impairment charge during the years ended December 31, 2019 and 2018 as a result of the Company’s annual impairment evaluation. |
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; equity method investments; 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. Included in the increase in other investments in the consolidated statement of cash flows for the year ended December 31, 2019, was cash paid of approximately $28 million to increase investments in certain equity method investments. |
Revenue Recognition, Policy | Revenue Recognition. On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, upon the Company’s adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore was included as a reduction to net operating revenues in 2019 and 2018. For changes in credit issues not assessed at the date of service, the Company prospectively recognizes those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required such provision to be presented separately as a component of net operating revenues. Additionally, upon adoption of ASC 606 the allowance for doubtful accounts of approximately $3.9 billion as of January 1, 2018 was reclassified as a component of net patient accounts receivable. Other than these changes in presentation on the consolidated statement of operations and consolidated balance sheet, the adoption of ASC 606 did not have a material impact on the consolidated results of operations for the years ended December 31, 2019 and 2018, and the Company does not expect it to have a material impact on its consolidated results of operations on a prospective basis. As part of the adoption of ASC 606, the Company elected two of the available practical expedients provided for in the standard. First, the Company does not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expenses all incremental customer contract acquisition costs as incurred because such costs are not material and would be amortized over a period less than one year. |
Net Operating Revenues, Policy | Net Operating Revenues Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During the years ended December 31, 2019 and 2018, the impact of changes to the inputs used to determine the transaction price was considered immaterial to the current period. States utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers that is not specifically tied to an individual’s care, some of which offsets a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the Centers for Medicare & Medicaid Services and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, 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. The Company’s net operating revenues during the years ended December 31, 2019 and 2018 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Year Ended December 31, 2019 2018 Medicare $ 3,331 - $ 3,730 Medicaid 1,736 1,876 Managed Care and other third-party payors 8,014 8,349 Self-pay 129 200 Total $ 13,210 $ 14,155 Operating revenues, net of contractual allowances and discounts (but before the provision for bad debts) by payor have been presented in the following table for the year ended December 31, 2017, as follows, consistent with the presentation prior to the adoption of ASC 606 on January 1, 2018 (in millions): Year Ended December 31, 2017 Medicare $ 4,188 Medicaid 1,900 Managed Care and other third-party payors 9,991 Self-pay 2,319 Total $ 18,398 |
Patient Accounts Receivable. Policy | Patient Accounts Receivable Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends. Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions. Final settlements for some payors and programs are subject to adjustment based on administrative review and audit by third parties. As a result of these final settlements, the Company has recorded amounts due to third-party payors of $83 million and $144 million as of December 31, 2019 and December 31, 2018, respectively, and these amounts are included in accrued liabilities-other in the accompanying consolidated balance sheets. Amounts due from third-party payors were $137 million and $155 million as of December 31, 2019 and December 31, 2018, 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 2016. |
Charity Care, Policy | Charity Care In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. These charity care services are estimated to be $540 million, $491 million and $482 million for the years ended December 31, 2019, 2018 and 2017, 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 $66 million, $ 62 million and $62 million for the years ended December 31, 2019, 2018 and 2017, 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. During 2017 and culminating with the financial close process at December 31, 2017, the Company developed new accounting methodologies and processes to implement ASU 2014-09, the accounting standard for revenue recognition that was adopted by the Company effective January 1, 2018. By implementing new data extraction techniques and updated hindsight information on historical collection data, the Company was able to better estimate the net amount after contractual allowances owed by the third-party payor and what will be owed by the patient based on historical experience. Such updated information included portfolio-level data related to historical collection amounts on an individual hospital and patient level that previously had not been readily available. Using this information the Company created a new accounting process by which it can estimate contractual allowances on a per patient basis. In addition to this new accounting methodology, the Company also revised its methods of estimating contractual allowances to (1) expand the hindsight period over which the Company analyzes payors’ historical paid claims data to estimate contractual allowances, (2) expand the basis for payor denied claims to refine the hindsight reserve for such denials, and (3) adjust the contractual allowances for certain categories of commercial payors using more precise historical experience based on recent patterns of account reimbursement. Additionally, the Company evaluated the estimated collection of those amounts due from the patient as part of the Company’s estimate of the allowance for doubtful accounts. This analysis also included an evaluation of patient accounts receivable retained after the divestiture of 30 hospitals throughout 2017, and certain other revenues. Based on these new accounting processes and methodologies, the Company recorded a change in estimate during the three months ended December 31, 2017 to increase contractual allowances by approximately $197 million, and to record additional provision for bad debts and increase the allowance for doubtful accounts by $394 million. The total impact of the change in estimate recorded during the three months ended December 31, 2017 was a decrease to net operating revenues of $591 million. |
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 $1 million, $4 million and $28 million for the years ended December 31, 2019, 2018 and 2017, 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. The Company received cash related to the incentive reimbursement for HITECH incentives of approximately less than $1 million, $4 million and $41 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company recorded no deferred revenue in connection with the receipt of these cash payments at December 31, 2019, 2018 or 2017. |
Leases | Leases. On January 1, 2019, the Company adopted the cumulative accounting standard updates initially issued by the FASB in February 2016 that amend the accounting for leases and are codified as Accounting Standards Codification Topic 842 (“ ASC 842 ”) . These changes to the lease accounting model require operating leases be recorded on the balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. Leases with an initial term of 12 months or less that do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised are not recorded on the balance sheet; rather, rent expense for these leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company elected the amended transition requirements allowed for by the FASB in ASU 2018-11, which provide entities relief by allowing them not to recast prior comparative periods from the adoption of ASC 842. As a result, the prior year comparative financial statements have not been restated to reflect the adoption of ASC 842. Additionally, the Company elected the package of practical expedients available in ASC 842 upon adoption whereby an entity need not reassess expired contracts for lease identification or classification as a finance or operating lease, or for the reassessment of initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. Certain of the Company’s lease agreements have lease and non-lease components, which for the majority of leases the Company accounts for separately when the actual lease and non-lease components are determinable. For equipment leases with immaterial non-lease components incorporated into the fixed rent payment, the Company accounts for the lease and non-lease components as a single lease component in determining the lease payment. Additionally, for certain individually insignificant equipment leases such as copiers, the Company applies a portfolio approach to effectively record the operating lease liability and ROU asset. The adoption of ASC 842 had a material impact on the Company’s consolidated balance sheet through the recording of the operating lease liabilities and related ROU assets for leases in effect at January 1, 2019, but the adoption did not have a material impact on the Company’s consolidated statement of loss or consolidated statement of cash flows for the year ended December 31, 2019. The Company recorded approximately $673 million of operating lease liabilities and ROU assets on January 1, 2019 upon adoption of ASC 842, with no impact on accumulated deficit. |
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, 2019 and 2018, the unamortized portion of these physician income guarantees was $20 million and $24 million, respectively, and is recorded in other assets in the consolidated balance sheet. |
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 $268 million and $283 million at December 31, 2019 and 2018, respectively, representing 5% of consolidated net accounts receivable at both December 31, 2019 and 2018. |
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, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $138 million, of which (i) approximately $92 million was recorded to reduce the carrying value of closed hospitals and certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell and (ii) approximately $46 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals or where the Company is in discussions with potential buyers for divestiture at a sales price that indicates a fair value below carrying value. Included in the carrying value of the hospital disposal groups at December 31, 2019 is a net allocation of approximately $167 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. The Company will continue to evaluate the potential for further impairment of the long-lived assets of underperforming hospitals as well as evaluate offers for potential sales. Based on such analysis, additional impairment charges may be recorded in the future . During the year ended December 31, 2018, the Company recorded a total combined impairment charge and loss on disposal of approximately $668 million, of which (i) approximately $423 million was recorded to reduce the carrying value of certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell, (ii) approximately $29 million was recorded to write-off the value of a promissory note received as consideration for the sale of three hospitals in 2017 where the buyer entered into bankruptcy proceedings, and (iii) approximately $216 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals that have ceased operations or where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value. Included in the carrying value of the hospital disposal groups at December 31, 2018 is a net allocation of approximately $186 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. |
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 during the period in which the tax rate change becomes law. |
Comprehensive Loss, Policy | Comprehensive Loss . Comprehensive loss 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 operates a single operating segment represented by hospital operations (which includes the Company's acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services). |
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 and had one such agreement outstanding as of December 31, 2019. See Note 7 for further discussion about the swap transactions. |
New Accounting Pronouncements, Policy | New Accounting Pronouncements . In August 2018, the FASB issued ASU 2018-15 to provide guidance on the accounting for implementation costs incurred in a cloud computing arrangement that is accounted for as a service contract. This ASU requires entities to account for such costs consistent with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on January 1, 2020, and does not expect the adoption of this ASU will have a material impact on its consolidated financial position and results of operations. In June 2016, the FASB issued ASU 2016-13, which introduced a new model for recognizing credit losses on financial instruments based on an estimate of the current expected credit losses. The new current expected credit losses (“CECL”) model generally calls for the immediate recognition of all expected credit losses and applies to financial instruments and other assets, including accounts receivable and other financial assets measured at amortized cost, debt securities and other financial assets. This guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on January 1, 2020, and does not expect the adoption of this ASU will have a material impact on its consolidated financial position and results of operations. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
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 when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments, Policy | The carrying value of the Company’s long-term debt in the above table is presented net of unamortized deferred debt issuance costs. The estimated fair value is determined using the methodologies discussed below in accordance with accounting standards related to the determination of fair value based on the U.S. GAAP fair value hierarchy as discussed in Note 8 . 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 through publicly available subscription services such as Bloomberg or from the administrative agent to the Credit Facility to determine fair values where relevant. Cash and cash equivalents. The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months). Investments in equity securities. Estimated fair value is based on closing price as quoted in public markets. Prior to the adoption of ASU 2016-01 on January 1, 2018, such investments were classified as either available-for-sale or trading securities. Available-for-sale debt securities. Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Contingent Value Right . Estimated fair value is based on the closing price as quoted on the public market where the CVR was traded. Credit Facility. Estimated fair value is based on publicly available trading activity and supported with information from the Company’s bankers regarding relevant pricing for trading activity among the Company’s lending institutions. 8% Senior Notes due 2019. Estimated fair value is based on the closing market price for these notes. 7⅛% Senior Notes due 2020. 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 due 2022. Estimated fair value is based on the closing market price for these notes. 6¼% Senior Secured Notes due 2023. Estimated fair value is based on the closing market price for these notes. 8⅝% Senior Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. 8% Senior Secured Notes due 2026. Estimated fair value is based on the closing market price for these notes. 8% Senior Secured Notes due 2027. Estimated fair value is based on the closing market price for these notes. 6⅞% Senior Secured Notes due 2028. Estimated fair value is based on the closing market price for these notes. 9⅞% Junior-Priority Secured Notes due 2023 . Estimated fair value is based on the closing market price for these notes. 8⅛% Junior-Priority Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. ABL Facility and other debt. The carrying amount of the ABL Facility and all other debt approximates fair value due to the nature of these obligations. Interest rate swaps. The fair value of interest rate swap agreements is the amount at which they could be settled, based on estimates calculated by the Company using a discounted cash flow analysis based on observable market inputs and validated by comparison to estimates obtained from the counterparty. The Company incorporates credit valuation adjustments (“CVAs”) to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. |
Fair Value (Policy)
Fair Value (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value [Abstract] | |
Fair Value, 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, 2019 or December 31, 2018 . |
Commitments and Contingencies (
Commitments and Contingencies (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | |
Legal Matters, 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 Consol_2
Supplemental Condensed Consolidating Financial Information (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Guarantor Financial Information Policy | 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’ deficit. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. • Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances. The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the ABL Facility and Receivables Facility that are further discussed in Note 6. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Amounts for prior periods have been revised to reflect the status of guarantors and non-guarantors as of December 31, 2019. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Net Operating Revenues | Year Ended December 31, 2017 Medicare $ 4,188 Medicaid 1,900 Managed Care and other third-party payors 9,991 Self-pay 2,319 Total $ 18,398 |
Adoption of ASC 606 [Member] | |
Schedule of Net Operating Revenues | Year Ended December 31, 2019 2018 Medicare $ 3,331 - $ 3,730 Medicaid 1,736 1,876 Managed Care and other third-party payors 8,014 8,349 Self-pay 129 200 Total $ 13,210 $ 14,155 |
Accounting for Stock-Based Co_2
Accounting for Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting for Stock-Based Compensation [Abstract] | |
Schedule of Share-based Compensation Expense | Year Ended December 31, 2019 2018 2017 Effect on loss before income taxes $ (10) $ (13) $ (24) Effect on net loss $ (8) $ (10) $ (16) |
Schedule of Share-based Payment Awards, Stock Options, Valuation Assumptions | Year Ended December 31, 2019 2018 2017 Expected volatility 68.4 % N/A % N/A % Expected dividends - N/A N/A Expected term 5.6 years N/A N/A Risk-free interest rate 2.6 % N/A % N/A % |
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 2019 Outstanding at December 31, 2016 1,185,320 $ 28.12 Granted - - Exercised - - Forfeited and cancelled (69,653) 33.52 Outstanding at December 31, 2017 1,115,667 31.56 Granted - - Exercised - - Forfeited and cancelled (490,729) 32.01 Outstanding at December 31, 2018 624,938 31.21 Granted 658,500 4.95 Exercised - - Forfeited and cancelled (173,304) 23.04 Outstanding at December 31, 2019 1,110,134 $ 16.90 5.6 years $ - Exercisable at December 31, 2019 486,134 $ 32.26 1.0 years $ - |
Schedule of Share-based Compensation, Restricted Stock, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2016 2,969,285 $ 29.39 Granted 1,502,000 9.10 Vested (1,586,855) 33.91 Forfeited (240,511) 18.20 Unvested at December 31, 2017 2,643,919 16.17 Granted 1,987,000 4.54 Vested (1,154,670) 23.22 Forfeited (167,342) 10.29 Unvested at December 31, 2018 3,308,907 7.00 Granted 1,989,000 4.94 Vested (1,160,667) 8.89 Forfeited (279,838) 5.60 Unvested at December 31, 2019 3,857,402 5.47 |
Schedule of Share-based Compensation, Restricted Stock Units, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2016 120,386 $ 22.06 Granted 110,988 9.19 Vested (59,296) 24.90 Forfeited - - Unvested at December 31, 2017 172,078 12.78 Granted 296,944 4.58 Vested (71,116) 15.51 Forfeited - - Unvested at December 31, 2018 397,906 6.17 Granted 306,612 4.99 Vested (162,942) 7.42 Forfeited - - Unvested at December 31, 2019 541,576 5.13 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions and Divestitures [Line Items] | |
Schedule of Divestitures | Licensed Hospital Buyer City, State Beds Effective Date 2019 Divestitures: Bluefield Regional Medical Center Princeton Community Hospital Association Bluefield, WV 92 October 1, 2019 Lake Wales Medical Center Adventist Health System Lake Wales, FL 160 September 1, 2019 Heart of Florida Regional Medical Center Adventist Health System Davenport, FL 193 September 1, 2019 College Station Medical Center St. Joseph Regional Health Center College Station, TX 167 August 1, 2019 Tennova Healthcare - Lebanon Vanderbilt University Medical Center Lebanon, TN 245 August 1, 2019 Chester Regional Medical Center Medical University Hospital Authority Chester, SC 82 March 1, 2019 Carolinas Hospital System - Florence Medical University Hospital Authority Florence, SC 396 March 1, 2019 Springs Memorial Hospital Medical University Hospital Authority Lancaster, SC 225 March 1, 2019 Carolinas Hospital System - Marion Medical University Hospital Authority Mullins, SC 124 March 1, 2019 Memorial Hospital of Salem County Community Healthcare Associates, LLC Salem, NJ 126 January 31, 2019 Mary Black Health System - Spartanburg Spartanburg Regional Healthcare System Spartanburg, SC 207 January 1, 2019 Mary Black Health System - Gaffney Spartanburg Regional Healthcare System Gaffney, SC 125 January 1, 2019 2018 Divestitures: Sparks Regional Medical Center Baptist Health Fort Smith, AR 492 November 1, 2018 Sparks Medical Center - Van Buren Baptist Health Van Buren, AR 103 November 1, 2018 AllianceHealth Deaconess INTEGRIS Health Oklahoma City, OK 238 October 1, 2018 Munroe Regional Medical Center Adventist Health System Ocala, FL 425 August 1, 2018 Tennova Healthcare - Dyersburg Regional West Tennessee Healthcare Dyersburg, TN 225 June 1, 2018 Tennova Healthcare - Regional Jackson West Tennessee Healthcare Jackson, TN 150 June 1, 2018 Tennova Healthcare - Volunteer Martin West Tennessee Healthcare Martin, TN 100 June 1, 2018 Licensed Hospital Buyer City, State Beds Effective Date Williamson Memorial Hospital Mingo Health Partners, LLC Williamson, WV 76 June 1, 2018 Byrd Regional Hospital Allegiance Health Management Leesville, LA 60 June 1, 2018 Tennova Healthcare - Jamestown Rennova Health, Inc. Jamestown, TN 85 June 1, 2018 Bayfront Health Dade City Adventist Health System Dade City, FL 120 April 1, 2018 2017 Divestitures: Highlands Regional Medical Center HCA Healthcare, Inc. (“HCA”) Sebring, FL 126 November 1, 2017 Merit Health Northwest Mississippi Curae Health, Inc. Clarksdale, MS 181 November 1, 2017 Weatherford Regional Medical Center HCA Weatherford, TX 103 October 1, 2017 Brandywine Hospital Reading Health System Coatesville, PA 169 October 1, 2017 Chestnut Hill Hospital Reading Health System Philadelphia, PA 148 October 1, 2017 Jennersville Hospital Reading Health System West Grove, PA 63 October 1, 2017 Phoenixville Hospital Reading Health System Phoenixville, PA 151 October 1, 2017 Pottstown Memorial Medical Center Reading Health System Pottstown, PA 232 October 1, 2017 Yakima Regional Medical and Cardiac Center Regional Health Yakima, WA 214 September 1, 2017 Toppenish Community Hospital Regional Health Toppenish, WA 63 September 1, 2017 Memorial Hospital of York PinnacleHealth System York, PA 100 July 1, 2017 Lancaster Regional Medical Center PinnacleHealth System Lancaster, PA 214 July 1, 2017 Heart of Lancaster Regional Medical Center PinnacleHealth System Lititz, PA 148 July 1, 2017 Carlisle Regional Medical Center PinnacleHealth System Carlisle, PA 165 July 1, 2017 Tomball Regional Medical Center HCA Tomball, TX 350 July 1, 2017 South Texas Regional Medical Center HCA Jourdanton, TX 67 July 1, 2017 Deaconess Hospital MultiCare Health System Spokane, WA 388 July 1, 2017 Valley Hospital MultiCare Health System Spokane Valley, WA 123 July 1, 2017 Lake Area Medical Center CHRISTUS Health Lake Charles, LA 88 June 30, 2017 Easton Hospital Steward Health, Inc. Easton, PA 196 May 1, 2017 Sharon Regional Health System Steward Health, Inc. Sharon, PA 258 May 1, 2017 Northside Medical Center Steward Health, Inc. Youngstown, OH 355 May 1, 2017 Trumbull Memorial Hospital Steward Health, Inc. Warren, OH 311 May 1, 2017 Hillside Rehabilitation Hospital Steward Health, Inc. Warren, OH 69 May 1, 2017 Wuesthoff Health System – Rockledge Steward Health, Inc. Rockledge, FL 298 May 1, 2017 Wuesthoff Health System – Melbourne Steward Health, Inc. Melbourne, FL 119 May 1, 2017 Sebastian River Medical Center Steward Health, Inc. Sebastian, FL 154 May 1, 2017 Stringfellow Memorial Hospital The Health Care Authority Anniston, AL 125 May 1, 2017 of the City of Anniston Merit Health Gilmore Memorial Curae Health, Inc. Amory, MS 95 May 1, 2017 Merit Health Batesville Curae Health, Inc. Batesville, MS 112 May 1, 2017 |
Schedule of Net Operating Revenues and Loss and Assets and Liabilities Classified as Discontinued Operations | Year Ended December 31, 2017 Net operating revenues $ 79 Loss from operations of entities sold or held for sale before income taxes (10) Impairment of hospitals sold or held for sale (8) Loss on sale, net (1) Loss from discontinued operations, before taxes (19) Income tax benefit (7) Loss from discontinued operations, net of taxes $ (12) |
Schedule of Balance Sheet Items Classified as Held for Sale | December 31, 2019 2018 Other current assets $ 25 $ 21 Other assets, net 262 154 Accrued liabilities 43 44 |
Hospitals Included in Continuing Operations [Member] | |
Acquisitions and Divestitures [Line Items] | |
Schedule of Operating Results included in Consolidated Statement of Income | Year Ended December 31, 2019 2018 2017 Loss from operations before income taxes $ (105) $ (470) $ (703) Less: Loss attributable to noncontrolling interests - 1 (2) Loss from operations before income taxes attributable to Community Health Systems, Inc. stockholders $ (105) $ (471) $ (701) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | Balance, beginning balance 2019 2018 Goodwill $ 7,373 $ 7,537 Accumulated impairment losses (2,814) (2,814) 4,559 4,723 Goodwill acquired as part of acquisitions during current year 4 22 Goodwill allocated to hospitals held for sale (235) (186) Balance, end of year Goodwill 7,142 7,373 Accumulated impairment losses (2,814) (2,814) $ 4,328 $ 4,559 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Schedule of Provision for (Benefit) from Income Taxes for Income from Continuing Operations | Year Ended December 31, 2019 2018 2017 Current: Federal $ (38) $ 1 $ - State (5) (9) 5 (43) (8) 5 Deferred: Federal 179 50 (485) State 24 (53) 31 203 (3) (454) Total provision for (benefit from) income taxes for loss from continuing operations $ 160 $ (11) $ (449) |
Schedule of Reconciliation between the Statutory Federal Income Tax Rate and the Effective Tax Rate | Year Ended December 31, 2019 2018 2017 Amount % Amount % Amount % Benefit from income taxes at statutory federal rate $ (90) 21.0 % $ (150) 21.0 % $ (991) 35.0 % State income taxes, net of federal income tax benefit (104) 24.3 (114) 16.0 (10) 0.3 Net income attributable to noncontrolling interests (18) 4.2 (18) 2.5 (22) 0.8 Change in valuation allowance 340 (79.2) 212 (29.7) 26 (0.9) Change in uncertain tax position - - 9 (1.3) - - Federal rate change - - - - 32 (1.1) Federal and state tax credits - - (17) 2.4 (5) 0.1 Nondeductible goodwill 11 (2.6) 30 (4.2) 504 (17.8) Nondeductible settlements - - 22 (3.1) - - Nondeductible loss on divestiture 15 (3.5) - - - - Other 6 (1.4) 15 (2.1) 17 (0.6) Provision for (benefit from) income taxes and effective tax rate for loss from continuing operations $ 160 (37.2) % $ (11) 1.5 % $ (449) 15.8 % |
Schedule of Components of Deferred Income Taxes | December 31, 2019 2018 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 775 $ - $ 743 $ - Property and equipment - 335 - 237 Self-insurance liabilities 48 - 69 - Prepaid expenses - 30 - 27 Intangibles - 149 - 134 Investments in unconsolidated affiliates - 57 - 55 Other liabilities - 9 - 14 IRC Section 481(a) - mixed service cost - 216 - - Long-term debt and interest 312 - 84 - Accounts receivable 62 - 58 - IRC Section 163(j) interest limitation 296 - 144 - Accrued vacation 24 - 26 - Accrued bonus 31 - - - Other comprehensive income 5 - 4 - Right-of-use assets - 145 - - Right-of-use liability 149 - - - Stock-based compensation 5 - 4 - Deferred compensation 70 - 64 - Other 51 - 15 - Total 1,828 941 1,211 467 Valuation allowance (1,049) - (701) - Total deferred income taxes $ 779 $ 941 $ 510 $ 467 |
Schedule of Reconciliation of the Total Amount of Unrecognized Tax Benefit | Year Ended December 31, 2019 2018 2017 Unrecognized tax benefit, beginning of year $ 29 $ 18 $ 18 Gross increases — tax positions in current period 10 11 - Settlements (13) - - Unrecognized tax benefit, end of year $ 26 $ 29 $ 18 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Instrument [Line Items] | |
Schedule of Debt | December 31, 2019 2018 Credit Facility: Term H Loan $ - $ 1,622 Revolving Credit Facility - - 8% Senior Notes due 2019 - 155 7⅛% Senior Notes due 2020 - 121 5⅛% Senior Secured Notes due 2021 1,000 1,000 6⅞% Senior Notes due 2022 231 2,632 6¼% Senior Secured Notes due 2023 3,100 3,100 8⅝% Senior Secured Notes due 2024 1,033 1,033 8% Senior Secured Notes due 2026 2,101 - 8% Senior Secured Notes due 2027 700 - 6⅞% Senior Notes due 2028 1,700 - 9⅞% Junior-Priority Secured Notes due 2023 1,770 1,770 8 ⅛ % Junior-Priority Secured Notes due 2024 1,355 1,355 ABL Facility 273 698 Finance lease and financing obligations 272 231 Other 17 43 Less: Unamortized deferred debt issuance costs and note premium (147) (164) Total debt 13,405 13,596 Less: Current maturities (20) (204) Total long-term debt $ 13,385 $ 13,392 |
Schedule of Maturities of Long-term Debt | Year Ending December 31, Amount 2020 $ 20 2021 1,010 2022 237 2023 5,149 2024 2,393 Thereafter 4,743 Total maturities 13,552 Less: Deferred debt issuance costs (132) Plus: Unamortized note premium (15) Total long-term debt $ 13,405 |
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, 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, 2019 to January 31, 2020 101.719 % February 1, 2020 to January 31, 2022 100.000 % |
Senior Secured Notes at 6.25%, Due 2023 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price March 31, 2020 to March 30, 2021 103.125 % March 31, 2021 to March 30, 2022 101.563 % March 31, 2022 to March 30, 2023 100.000 % |
Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | Junior-Priority Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price June 30, 2020 to June 29, 2021 107.406 % June 30, 2021 to June 29, 2022 103.703 % June 30, 2022 to June 29, 2023 100.000 % |
Junior Priority Secured Notes At 8.875 Percent Due 2024 [Member] | Junior-Priority Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price June 30, 2021 to June 29, 2022 104.063 % June 30, 2022 to June 29, 2023 102.031 % June 30, 2023 to June 29, 2024 100.000 % |
Senior Secured Notes at 8.625%, Due 2024 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price January 15, 2021 to January 14, 2022 104.313 % January 15, 2022 to January 14, 2023 102.156 % January 15, 2023 to January 14, 2024 100.000 % |
Senior Secured Notes at 8%, Due 2026 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price March 15, 2022 to March 14, 2023 104.000 % March 15, 2023 to March 14, 2024 102.000 % March 15, 2024 to March 14, 2026 100.000 % |
Senior Secured Notes At 8% Due 2027 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price December 15, 2022 to December 14, 2023 104.000 % December 15, 2023 to December 14, 2024 102.000 % December 15, 2024 to December 14, 2027 100.000 % |
Senior Notes At 6.875% Due 2028 [Member] | Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price April 1, 2023 to March 31, 2024 103.438 % April 1, 2024 to March 31, 2025 101.719 % April 1, 2025 to March 31, 2028 100.000 % |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping | December 31, 2019 December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 216 $ 216 $ 196 $ 196 Investments in equity securities 141 141 137 137 Available-for-sale debt securities 101 101 93 93 Trading securities 12 12 11 11 Liabilities: Contingent Value Right - - - - Credit Facility - - 1,602 1,564 8% Senior Notes due 2019 - - 155 146 7⅛% Senior Notes due 2020 - - 121 100 5⅛% Senior Secured Notes due 2021 990 1,003 984 934 6⅞% Senior Notes due 2022 229 188 2,593 1,175 6¼% Senior Secured Notes due 2023 3,074 3,148 3,067 2,819 8⅝% Senior Secured Notes due 2024 1,023 1,099 1,021 1,025 8% Senior Secured Notes due 2026 2,070 2,182 - - 8% Senior Secured Notes due 2027 691 700 - - 6⅞% Senior Notes due 2028 1,678 1,700 - - 9 ⅞% Junior-Priority Secured Notes due 2023 1,754 1,539 1,750 1,380 8⅛% Junior-Priority Secured Notes due 2024 1,340 1,113 1,338 976 ABL Facility and other debt 285 285 734 734 |
Schedule of Pre-tax Gain (Loss) Recognized as a Component of Other Comprehensive Income | Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2019 2018 2017 Interest rate swaps $ (3) $ 17 $ 2 |
Schedule of Effective Portion of the Pre-tax Loss (Gain) Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income | Amount of Pre-Tax Loss Reclassified from AOCL into Income (Effective Portion) Location of Loss Reclassified from Year Ended December 31, AOCL into Income (Effective Portion) 2019 2018 2017 Interest expense, net $ - $ 2 $ 30 |
Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet | Asset Derivatives Liability Derivatives December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018 Balance Balance Balance Balance Sheet Sheet Sheet Sheet Location Fair Value Location Fair Value Location Fair Value Location Fair Value Derivatives designated as Other Other Other Other hedging assets, assets, long-term long-term instruments net $ - net $ 3 liabilities $ 2 liabilities $ 2 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | December 31, 2019 Level 1 Level 2 Level 3 Investments in equity securities $ 141 $ 141 $ - $ - Available-for-sale debt securities 101 - 101 - Trading securities 12 - 12 - Total assets $ 254 $ 141 $ 113 $ - Fair value of interest rate swap agreements $ 2 $ - $ 2 $ - Total liabilities $ 2 $ - $ 2 $ - December 31, 2018 Level 1 Level 2 Level 3 Investments in equity securities $ 137 $ 137 $ - $ - Available-for-sale debt securities 93 - 93 - Trading securities 11 - 11 - Fair value of interest rate swap agreements 3 - 3 - Total assets $ 244 $ 137 $ 107 $ - Contingent Value Right (CVR) $ - $ - $ - $ - Fair value of interest rate swap agreements 2 - 2 - Total liabilities $ 2 $ - $ 2 $ - |
Supplemental Information Regarding Available-for-Sale Debt Securities | Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2019: Debt securities Government $ 54 $ 1 $ (1) $ 54 Corporate 33 1 - 34 Mortgage and asset-backed securities 13 - - 13 Total $ 100 $ 2 $ (1) $ 101 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2018: Debt securities Government $ 54 $ - $ (3) $ 51 Corporate 34 - (2) 32 Mortgage and asset-backed securities 10 - - 10 Total $ 98 $ - $ (5) $ 93 |
Contractual Maturities of Debt Securities | December 31, 2019 December 31, 2018 Amortized Estimated Amortized Estimated Cost Fair Values Cost Fair Values Within 1 year $ 9 $ 9 $ 14 $ 14 After 1 year and through year 5 19 20 20 19 After 5 years and through year 10 29 29 25 24 After 10 years 43 43 39 36 |
Gross Realized Gains and Losses and Investment Income on Available-for-Sale Debt Securities | Year Ended December 31, 2019 2018 2017 Realized gains $ - $ - $ 3 Realized losses - - (2) |
Net Gains and Losses Recognized for Investments in Equity Securities | Year Ended December 31, 2019 2018 Net gains and (losses), beginning of year $ 15 $ (7) Less: Net gains and (losses) recognized during the year on equity securities sold during the year 2 1 Unrealized gains and (losses) recognized during the year on equity securities held, end of year $ 13 (8) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Cost and Rent Expense | Year Ended Lease Cost December 31, 2019 Operating lease cost: Operating lease cost $ 194 Short-term rent expense 114 Variable lease cost 18 Sublease income (5) Total operating lease cost $ 321 Finance lease cost: Amortization of right-of-use assets $ 12 Interest on finance lease liabilities 7 Total finance lease cost $ 19 |
Supplemental Balance Sheet Information Related to Leases | Balance Sheet Classification December 31, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 607 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 Buildings and improvements 154 Equipment and fixtures 11 Property and equipment 173 Less accumulated depreciation and amortization (56) Property and equipment, net $ 117 Current finance lease liabilities Current maturities of long-term debt $ 6 Long-term finance lease liabilities Long-term debt 107 |
Supplemental Cash Flow and Other Information Related to Leases | Year Ended Other information December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 167 Operating cash flows from finance leases 7 Financing cash flows from finance leases 9 Right-of-use assets obtained in exchange for new finance lease liabilities 2 Right-of-use assets obtained in exchange for new operating lease liabilities 122 Weighted-average remaining lease term: Operating leases 6 years Finance leases 20 years Weighted-average discount rate: Operating leases 9.1 % Finance leases 5.6 % __________ (1) Included in the change in other operating assets and libilities in the consolidated statement of cash flows. |
Commitments Relating to Noncancellable Operating and Finance Leases and Financing Obligations | Financing Year Ending December 31, Operating Finance Obligations 2020 $ 184 $ 12 $ 12 2021 150 11 12 2022 115 9 12 2023 92 8 12 2024 71 8 13 Thereafter 213 156 114 Total minimum future payments 825 204 175 Less: Imputed interest (202) (91) (16) Total liabilities 623 113 159 Less: Current portion (136) (6) (1) Long-term liabilities $ 487 $ 107 $ 158 |
Schedule of Future Minimum Lease Payments for Operating and Capital Leases | Financing Year Ending December 31, Operating (1) Capital Obligations 2019 $ 188 $ 12 $ 12 2020 157 10 9 2021 121 8 10 2022 98 7 10 2023 79 14 10 Thereafter 234 121 106 Total minimum future payments $ 877 172 157 Less: Imputed interest (80) (18) Total capital lease and financing obligations - 92 139 Less: Current portion (8) (5) Long-term capital lease and financing obligations - $ 84 $ 134 __________ (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future, which are considered immaterial. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Deficit [Abstract] | |
Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit | Year Ended December 31, 2019 2018 2017 Net loss attributable to Community Health Systems, Inc. stockholders $ (675) $ (788) $ (2,459) Transfers to the noncontrolling interests: Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests 3 (4) (2) Net transfers to the noncontrolling interests 3 (4) (2) Change to Community Health Systems, Inc. stockholders’ deficit from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (672) $ (792) $ (2,461) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Denominator for Computation of Basic and Diluted Loss Per Share | Year Ended December 31, 2019 2018 2017 Numerator: Loss from continuing operations, net of taxes $ (590) $ (704) $ (2,384) Less: Income attributable to noncontrolling interests, net of taxes 85 84 63 Loss from continuing operations attributable to Community Health Systems, Inc. common stockholders — basic and diluted $ (675) $ (788) $ (2,447) Loss from discontinued operations, net of taxes $ - $ - $ (12) 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 $ - $ - $ (12) Denominator: Weighted-average number of shares outstanding — basic 113,739,046 112,728,274 111,769,821 Effect of dilutive securities: Restricted stock awards - - - Employee stock options - - - Other equity-based awards - - - Weighted-average number of shares outstanding — diluted 113,739,046 112,728,274 111,769,821 |
Schedule of Antidilutive Securities | Year Ended December 31, 2019 2018 2017 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 3,508,968 2,152,408 3,008,919 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Deficit [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Change in Change in Change in Fair Fair Value of Unrecognized Accumulated Other Value of Interest Available-for-Sale Pension Cost Comprehensive Rate Swaps Debt Securities Components (Loss) Income Balance as of December 31, 2018 $ 5 $ (7) $ (8) $ (10) Other comprehensive (loss) income before reclassifications (3) 5 (1) 1 Amounts reclassified from accumulated other comprehensive (loss) income - (1) 1 - Net current-period other comprehensive (loss) income (3) 4 - 1 Balance as of December 31, 2019 $ 2 $ (3) $ (8) $ (9) Change in Change in Change in Fair Fair Value of Unrecognized Accumulated Other Value of Interest Available-for-Sale Pension Cost Comprehensive Rate Swaps Debt Securities Components (Loss) Income Balance as of December 31, 2017 $ (12) $ (2) $ (7) $ (21) Other comprehensive income (loss) before reclassifications 12 (2) (2) 8 Amounts reclassified from accumulated other comprehensive income 8 - 1 9 Net current-period other comprehensive income (loss) 20 (2) (1) 17 Adoption of ASU 2016-01 and 2018-02 (3) (3) - (6) Balance as of December 31, 2018 $ 5 $ (7) $ (8) $ (10) |
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, 2019 income (loss) is presented Gains and losses on cash flow hedges Interest rate swaps $ - Interest expense, net - Tax benefit $ - Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Settlement losses recognized - Salaries and benefits (1) Total before tax - Tax benefit $ (1) Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive (loss) income components December 31, 2018 (loss) income is presented Gains and losses on cash flow hedges Interest rate swaps $ (10) Interest expense, net 2 Tax benefit $ (8) Net of tax Amortization of defined benefit pension items Prior service costs $ (1) Salaries and benefits Settlement losses recognized (2) Salaries and benefits (3) Total before tax 2 Tax benefit $ (1) Net of tax |
Commitments and Contingencies_2
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | |
Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies | Probable Contingencies Balance as of December 31, 2017 $ 14 Expense 7 Reserve for insured claim 4 Cash payments (6) Balance as of December 31, 2018 19 Expense 87 Reserve for insured claim (4) Cash payments (34) Balance as of December 31, 2019 $ 68 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019: Net operating revenues $ 3,376 $ 3,302 $ 3,246 $ 3,286 $ 13,210 Loss from continuing operations before income taxes (94) (149) (72) (115) (430) Loss from continuing operations (101) (146) 2 (346) (590) Loss from discontinued operations - - - - - Net loss attributable to Community Health Systems, Inc. $ (118) $ (167) $ (17) $ (373) $ (675) Basic loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Discontinued operations - - - - - Net loss $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Diluted loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Discontinued operations - - - - - Net loss $ (1.04) $ (1.47) $ (0.15) $ (3.27) $ (5.93) Weighted-average number of shares outstanding: Basic 113,257,608 113,862,097 113,891,721 113,935,629 113,739,046 Diluted 113,257,608 113,862,097 113,891,721 113,935,629 113,739,046 Year ended December 31, 2018: Net operating revenues $ 3,689 $ 3,562 $ 3,451 $ 3,453 $ 14,155 Loss from continuing operations before income taxes (13) (129) (204) (369) (715) Loss from continuing operations (6) (91) (308) (299) (704) Loss from discontinued operations - - - - - Net loss attributable to Community Health Systems, Inc. $ (25) $ (110) $ (325) $ (328) $ (788) Basic loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Discontinued operations - - - - - Net loss $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Diluted loss per share attributable to Community Health Systems, Inc. common stockholders(1): Continuing operations $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Discontinued operations - - - - - Net loss $ (0.22) $ (0.97) $ (2.88) $ (2.91) $ (6.99) Weighted-average number of shares outstanding: Basic 112,291,496 112,837,944 112,865,482 112,909,869 112,728,274 Diluted 112,291,496 112,837,944 112,865,482 112,909,869 112,728,274 (1) Total per share amounts may not add due to rounding. (2) Total quarterly amounts may not add due to rounding. |
Supplemental Condensed Consol_3
Supplemental Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Schedule of Condensed Consolidating Statement of Loss | Condensed Consolidating Statement of Loss Year Ended December 31, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ 46 $ 8,246 $ 4,918 $ - $ 13,210 Operating costs and expenses: Salaries and benefits - - 3,092 2,855 - 5,947 Supplies - - 1,444 707 - 2,151 Other operating expenses - - 2,289 1,014 - 3,303 Government and other legal settlements and related costs - - 93 - - 93 Electronic health records incentive reimbursement - - - (1) - (1) Lease cost and rent - - 168 153 - 321 Depreciation and amortization - - 383 225 - 608 Impairment and loss on sale of businesses, net - (2) 121 19 - 138 Total operating costs and expenses - (2) 7,590 4,972 - 12,560 Income (loss) from operations - 48 656 (54) - 650 Interest expense, net - 425 667 (51) - 1,041 Loss from early extinguishment of debt - 54 - - - 54 Equity in earnings of unconsolidated affiliates 675 99 (26) - (763) (15) (Loss) income before income taxes (675) (530) 15 (3) 763 (430) Provision for (benefit from) income taxes - 145 (6) 21 - 160 Net (loss) income (675) (675) 21 (24) 763 (590) Less: Net income attributable to noncontrolling interests - - - 85 - 85 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (675) $ (675) $ 21 $ (109) $ 763 $ (675) Condensed Consolidating Statement of Loss Year Ended December 31, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ (5) $ 8,111 $ 6,049 $ - $ 14,155 Operating costs and expenses: Salaries and benefits - - 3,030 3,354 - 6,384 Supplies - - 1,426 929 - 2,355 Other operating expenses - - 2,109 1,387 - 3,496 Government and other legal settlements and related costs - - 11 - - 11 Electronic health records incentive reimbursement - - (1) (3) - (4) Lease cost and rent - - 166 171 - 337 Depreciation and amortization - - 414 286 - 700 Impairment and loss on sale of businesses, net - 29 97 542 - 668 Total operating costs and expenses - 29 7,252 6,666 - 13,947 (Loss) income from operations - (34) 859 (617) - 208 Interest expense, net - 425 494 57 - 976 (Gain) loss from early extinguishment of debt - (32) 1 - - (31) Equity in earnings of unconsolidated affiliates 788 438 774 - (2,022) (22) Loss before income taxes (788) (865) (410) (674) 2,022 (715) (Benefit from) provision for income taxes - (77) (7) 73 - (11) Net loss (788) (788) (403) (747) 2,022 (704) Less: Net income attributable to noncontrolling interests - - - 84 - 84 Net loss attributable to Community Health Systems, Inc. stockholders $ (788) $ (788) $ (403) $ (831) $ 2,022 $ (788) Condensed Consolidating Statement of Loss Year Ended December 31, 2017 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Operating revenues (net of contractual allowances and discounts) $ - $ (22) $ 9,421 $ 8,999 $ - $ 18,398 Provision for bad debts - - 1,819 1,226 - 3,045 Net operating revenues - (22) 7,602 7,773 - 15,353 Operating costs and expenses: Salaries and benefits - - 3,092 4,284 - 7,376 Supplies - - 1,397 1,275 - 2,672 Other operating expenses - - 1,954 1,910 - 3,864 Government and other legal settlements and related costs - - (31) - - (31) Electronic health records incentive reimbursement - - (8) (20) - (28) Rent - - 166 228 - 394 Depreciation and amortization - - 434 427 - 861 Impairment and loss on sale of businesses, net - - 608 1,515 - 2,123 Total operating costs and expenses - - 7,612 9,619 - 17,231 Loss from operations - (22) (10) (1,846) - (1,878) Interest expense, net - 327 489 115 - 931 Loss from early extinguishment of debt - 40 - - - 40 Equity in earnings of unconsolidated affiliates 2,459 1,888 1,555 - (5,918) (16) Loss from continuing operations before income taxes (2,459) (2,277) (2,054) (1,961) 5,918 (2,833) Provision for (benefit from) income taxes - 182 (170) (461) - (449) Loss from continuing operations (2,459) (2,459) (1,884) (1,500) 5,918 (2,384) Discontinued operations, net of taxes: Loss from operations of entities sold or held for sale - - (4) (2) - (6) Impairment of hospitals sold or held for sale - - (4) (2) - (6) Loss from discontinued operations, net of taxes - - (8) (4) - (12) Net loss (2,459) (2,459) (1,892) (1,504) 5,918 (2,396) Less: Net income attributable to noncontrolling interests - - - 63 - 63 Net loss attributable to Community Health Systems, Inc. stockholders $ (2,459) $ (2,459) $ (1,892) $ (1,567) $ 5,918 $ (2,459) |
Schedule of Condensed Consolidating Statement of Comprehensive (Loss) Income | Condensed Consolidating Statement of Comprehensive (Loss) Income Year Ended December 31, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net (loss) income $ (675) $ (675) $ 21 $ (24) $ 763 $ (590) Other comprehensive (loss) income, net of income taxes: Net change in fair value of interest rate swaps, net of tax (3) (3) - - 3 (3) Net change in fair value of available-for-sale debt securities, net of tax 4 4 4 - (8) 4 Amortization and recognition of unrecognized pension cost components, net of tax - - - - - - Other comprehensive income 1 1 4 - (5) 1 Comprehensive (loss) income (674) (674) 25 (24) 758 (589) Less: Comprehensive income attributable to noncontrolling interests - - - 85 - 85 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (674) $ (674) $ 25 $ (109) $ 758 $ (674) Condensed Consolidating Statement of Comprehensive Loss Year Ended December 31, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (788) $ (788) $ (403) $ (747) $ 2,022 $ (704) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 20 20 - - (20) 20 Net change in fair value of available-for-sale debt securities, net of tax (2) (2) (2) - 4 (2) Amortization and recognition of unrecognized pension cost components, net of tax (1) (1) (1) - 2 (1) Other comprehensive income (loss) 17 17 (3) - (14) 17 Comprehensive loss (771) (771) (406) (747) 2,008 (687) Less: Comprehensive income attributable to noncontrolling interests - - - 84 - 84 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (771) $ (771) $ (406) $ (831) $ 2,008 $ (771) Condensed Consolidating Statement of Comprehensive Loss Year Ended December 31, 2017 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (2,459) $ (2,459) $ (1,892) $ (1,504) $ 5,918 $ (2,396) Other comprehensive income, net of income taxes: Net change in fair value of interest rate swaps, net of tax 19 19 - - (19) 19 Net change in fair value of available-for-sale debt securities, net of tax 8 8 8 - (16) 8 Amortization and recognition of unrecognized pension cost components, net of tax 14 14 14 - (28) 14 Other comprehensive income 41 41 22 - (63) 41 Comprehensive loss (2,418) (2,418) (1,870) (1,504) 5,855 (2,355) Less: Comprehensive income attributable to noncontrolling interests - - - 63 - 63 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (2,418) $ (2,418) $ (1,870) $ (1,567) $ 5,855 $ (2,418) |
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet December 31, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 142 $ 74 $ - $ 216 Patient accounts receivable - - 1,822 436 - 2,258 Supplies - - 242 112 - 354 Prepaid income taxes 48 - - - - 48 Prepaid expenses and taxes - - 152 41 - 193 Other current assets - - 72 286 - 358 Total current assets 48 - 2,430 949 - 3,427 Intercompany receivable - 11,961 5,674 6,990 (24,625) - Property and equipment, net - - 4,206 1,402 - 5,608 Goodwill - - 2,628 1,700 - 4,328 Deferred income taxes 38 - - - - 38 Other assets, net (4) - 1,203 1,009 - 2,208 Net investment in subsidiaries - 21,736 12,433 - (34,169) - Total assets $ 82 $ 33,697 $ 28,574 $ 12,050 $ (58,794) $ 15,609 LIABILITIES AND (DEFICIT) EQUITY Current liabilities: Current maturities of long-term debt $ - $ - $ 18 $ 2 $ - $ 20 Current operating lease liabilities - - 82 54 - 136 Accounts payable - 11 518 282 - 811 Accrued interest - 189 - - - 189 Accrued liabilities - 1 650 475 - 1,126 Total current liabilities - 201 1,268 813 - 2,282 Long-term debt - 13,116 208 61 - 13,385 Intercompany payable 2,099 22,518 26,029 13,399 (64,045) - Deferred income taxes 200 - - - - 200 Long-term operating lease liabilities - - 265 222 - 487 Other long-term liabilities 1 2 580 311 - 894 Total liabilities 2,300 35,837 28,350 14,806 (64,045) 17,248 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 502 - 502 (Deficit) equity: Community Health Systems, Inc. stockholders’ (deficit) equity: Common stock 1 - - - - 1 Additional paid-in capital 2,008 (487) 198 (1,008) 1,297 2,008 Accumulated other comprehensive (loss) income (9) (9) (11) 1 19 (9) (Accumulated deficit) retained earnings (4,218) (1,644) 37 (2,328) 3,935 (4,218) Total Community Health Systems, Inc. stockholders’ (deficit) equity (2,218) (2,140) 224 (3,335) 5,251 (2,218) Noncontrolling interests in equity of consolidated subsidiaries - - - 77 - 77 Total (deficit) equity (2,218) (2,140) 224 (3,258) 5,251 (2,141) Total liabilities and (deficit) equity $ 82 $ 33,697 $ 28,574 $ 12,050 $ (58,794) $ 15,609 Condensed Consolidating Balance Sheet December 31, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 132 $ 64 $ - $ 196 Patient accounts receivable - - 1,844 508 - 2,352 Supplies - - 269 133 - 402 Prepaid income taxes 3 - - - - 3 Prepaid expenses and taxes - - 134 62 - 196 Other current assets - - 84 316 - 400 Total current assets 3 - 2,463 1,083 - 3,549 Intercompany receivable - 12,615 4,882 6,358 (23,855) - Property and equipment, net - - 4,371 1,768 - 6,139 Goodwill - - 2,704 1,855 - 4,559 Deferred income taxes 69 - - - - 69 Other assets, net - 25 796 722 - 1,543 Net investment in subsidiaries - 20,742 11,784 - (32,526) - Total assets $ 72 $ 33,382 $ 27,000 $ 11,786 $ (56,381) $ 15,859 LIABILITIES AND (DEFICIT) EQUITY Current liabilities: Current maturities of long-term debt $ - $ 155 $ 22 $ 27 $ - $ 204 Accounts payable - - 574 313 - 887 Accrued interest - 205 - 1 - 206 Accrued liabilities - 1 531 563 - 1,095 Total current liabilities - 361 1,127 904 - 2,392 Long-term debt - 13,167 151 74 - 13,392 Intercompany payable 1,572 21,318 24,901 13,085 (60,876) - Deferred income taxes 26 - - - - 26 Other long-term liabilities 9 2 619 378 - 1,008 Total liabilities 1,607 34,848 26,798 14,441 (60,876) 16,818 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 504 - 504 (Deficit) equity: Community Health Systems, Inc. stockholders’ (deficit) equity: Common stock 1 - - - - 1 Additional paid-in capital 2,017 (329) 193 (985) 1,121 2,017 Accumulated other comprehensive loss (10) (10) (11) (3) 24 (10) (Accumulated deficit) retained earnings (3,543) (1,127) 20 (2,243) 3,350 (3,543) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,535) (1,466) 202 (3,231) 4,495 (1,535) Noncontrolling interests in equity of consolidated subsidiaries - - - 72 - 72 Total (deficit) equity (1,535) (1,466) 202 (3,159) 4,495 (1,463) Total liabilities and (deficit) equity $ 72 $ 33,382 $ 27,000 $ 11,786 $ (56,381) $ 15,859 |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (4) $ (348) $ 600 $ 137 $ - $ 385 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (6) (7) - (13) Purchases of property and equipment - - (366) (72) - (438) Proceeds from disposition of hospitals and other ancillary operations - 18 30 556 - 604 Proceeds from sale of property and equipment - - 1 2 - 3 Purchases of available-for-sale debt securities and equity securities - - (19) (61) - (80) Proceeds from sales of available-for-sale debt securities and equity securities - - 31 61 - 92 Increase in other investments - - (123) (47) - (170) Net cash provided by (used in) investing activities - 18 (452) 432 - (2) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (46) - - - (46) Proceeds from noncontrolling investors in joint ventures - - - 10 - 10 Redemption of noncontrolling investments in joint ventures - - - (11) - (11) Distributions to noncontrolling investors in joint ventures - - - (99) - (99) Proceeds from sale-lease back - - 60 - - 60 Changes in intercompany balances with affiliates, net 5 619 (189) (435) - - Borrowings under credit agreements - - 36 1 - 37 Issuance of long-term debt - 3,042 - - - 3,042 Proceeds from ABL Facility - 202 - - - 202 Repayments of long-term indebtedness - (3,487) (45) (25) - (3,557) Net cash provided by (used in) financing activities 4 330 (138) (559) - (363) Net change in cash and cash equivalents - - 10 10 - 20 Cash and cash equivalents at beginning of period - - 132 64 - 196 Cash and cash equivalents at end of period $ - $ - $ 142 $ 74 $ - $ 216 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 40 $ (409) $ 560 $ 83 $ - $ 274 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (3) (23) - (26) Purchases of property and equipment - - (408) (119) - (527) Proceeds from disposition of hospitals and other ancillary operations - - 1 404 - 405 Proceeds from sale of property and equipment - - 5 3 - 8 Purchases of available-for-sale debt securities and equity securities - - (54) (24) - (78) Proceeds from sales of available-for-sale debt securities and equity securities - - 79 35 - 114 Increase in other investments - (7) (112) (22) - (141) Net cash (used in) provided by investing activities - (7) (492) 254 - (245) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (96) - - - (96) Proceeds from noncontrolling investors in joint ventures - - - 3 - 3 Redemption of noncontrolling investments in joint ventures - - - (31) - (31) Distributions to noncontrolling investors in joint ventures - - - (96) - (96) Changes in intercompany balances with affiliates, net (39) 99 176 (236) - - Borrowings under credit agreements - - 28 - - 28 Issuance of long-term debt - 1,033 - - - 1,033 Proceeds from ABL Facility - 748 49 - - 797 Repayments of long-term indebtedness - (1,368) (655) (10) - (2,033) Net cash (used in) provided by financing activities (40) 416 (402) (370) - (396) Net change in cash and cash equivalents - - (334) (33) - (367) Cash and cash equivalents at beginning of period - - 466 97 - 563 Cash and cash equivalents at end of period $ - $ - $ 132 $ 64 $ - $ 196 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash (used in) provided by operating activities $ (12) $ (317) $ 431 $ 671 $ - $ 773 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (1) (5) - (6) Purchases of property and equipment - - (356) (208) - (564) Proceeds from disposition of hospitals and other ancillary operations - - 122 1,570 - 1,692 Proceeds from sale of property and equipment - - 3 4 - 7 Purchases of available-for-sale debt securities and equity securities - - (91) (34) - (125) Proceeds from sales of available-for-sale debt securities and equity securities - - 172 36 - 208 Increase in other investments - - (100) (43) - (143) Net cash (used in) provided by investing activities - - (251) 1,320 - 1,069 Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (5) - - - - (5) Deferred financing costs and other debt-related costs - (65) (1) - - (66) Proceeds from noncontrolling investors in joint ventures - - - 5 - 5 Redemption of noncontrolling investments in joint ventures - - - (6) - (6) Distributions to noncontrolling investors in joint ventures - - - (100) - (100) Changes in intercompany balances with affiliates, net 17 1,565 331 (1,913) - - Borrowings under credit agreements - 795 30 16 - 841 Issuance of long-term debt - 3,100 - - - 3,100 Proceeds from ABL Facility - - 105 - - 105 Repayments of long-term indebtedness - (5,078) (285) (28) - (5,391) Net cash provided by (used in) financing activities 12 317 180 (2,026) - (1,517) Net change in cash and cash equivalents - - 360 (35) - 325 Cash and cash equivalents at beginning of period - - 106 132 - 238 Cash and cash equivalents at end of period $ - $ - $ 466 $ 97 $ - $ 563 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||||
Dec. 31, 2019USD ($)stateitem | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)segmentstateitem | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)item | Dec. 31, 2016 | Dec. 31, 2019USD ($)stateitem | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | |||
Business Description [Abstract] | ||||||||||||||||||
Number of hospitals owned and leased by the Company | item | 102 | 102 | 102 | |||||||||||||||
Number of licensed beds | item | 16,240 | 16,240 | 16,240 | |||||||||||||||
Number of stand alone rehabilitation or psychiatric hospitals | item | 2 | 2 | 2 | |||||||||||||||
Number of states in which entity operates | state | 18 | 18 | 18 | |||||||||||||||
Cost of Revenue, Policy [Abstract] | ||||||||||||||||||
Corporate office costs | $ 184,000,000 | $ 181,000,000 | $ 189,000,000 | |||||||||||||||
Stock-based compensation expense | 10,000,000 | 13,000,000 | 24,000,000 | |||||||||||||||
Marketable Securities, Policy [Abstract] | ||||||||||||||||||
Net change in fair value of available-for-sale debt securities, net of tax | 4,000,000 | (2,000,000) | 8,000,000 | |||||||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||||||||||
Construction in Progress, Gross | $ 219,000,000 | $ 219,000,000 | 219,000,000 | 219,000,000 | $ 219,000,000 | |||||||||||||
Interest Costs Capitalized | 20,000,000 | 15,000,000 | 11,000,000 | |||||||||||||||
Purchases of property and equipment accrued in accounts payable | 93,000,000 | 115,000,000 | ||||||||||||||||
Goodwill, Policy [Abstract] | ||||||||||||||||||
Impairment of goodwill | 0 | 0 | 1,419,000,000 | |||||||||||||||
Other Assets, Policy [Abstract] | ||||||||||||||||||
Cash paid to increase investments in certain equity method investments | 28,000,000 | |||||||||||||||||
Third-Party Reimbursement [Abstract] | ||||||||||||||||||
Amounts due to third party payors | 83,000,000 | 144,000,000 | 83,000,000 | 144,000,000 | 83,000,000 | |||||||||||||
Amounts due from third party payors | 137,000,000 | 155,000,000 | 137,000,000 | 155,000,000 | 137,000,000 | |||||||||||||
Net Operating Revenues, Policy [Abstract] | ||||||||||||||||||
Value of charity care services at the Company's standard charges included in contractual allowances | 540,000,000 | 491,000,000 | 482,000,000 | |||||||||||||||
Estimated cost incurred by Company to provide charity care services | 66,000,000 | 62,000,000 | $ 62,000,000 | |||||||||||||||
Allowance for Doubtful Accounts, Policy [Abstract] | ||||||||||||||||||
Number of Hospitals Sold | item | 30 | |||||||||||||||||
Electronic Health Records Reimbursement, Policy [Abstract] | ||||||||||||||||||
Electronic health records incentive reimbursement under HITECH | 1,000,000 | 4,000,000 | $ 28,000,000 | |||||||||||||||
Electronic Health Records Incentive Reimbursement, Cash Received | 1,000,000 | 4,000,000 | 41,000,000 | |||||||||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||||||||||
Accounts receivable, net of contractual allowances | 2,258,000,000 | 2,352,000,000 | 2,258,000,000 | 2,352,000,000 | 2,258,000,000 | |||||||||||||
Decrease in net operating revenues | 3,286,000,000 | $ 3,246,000,000 | $ 3,302,000,000 | $ 3,376,000,000 | 3,453,000,000 | $ 3,451,000,000 | $ 3,562,000,000 | $ 3,689,000,000 | 13,210,000,000 | [1] | 14,155,000,000 | [1] | 15,353,000,000 | |||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||||||||||
Goodwill allocated to hospital disposal group held for sale | 235,000,000 | 186,000,000 | 235,000,000 | 186,000,000 | 235,000,000 | |||||||||||||
Impairment and loss on sale of businesses, net | $ 138,000,000 | 668,000,000 | 2,123,000,000 | |||||||||||||||
Segment Reporting, Policy [Abstract] | ||||||||||||||||||
Number of reportable segments | segment | 1 | |||||||||||||||||
New Accounting Pronouncements, Policy [Abstract] | ||||||||||||||||||
Operating lease right-of-use asset | 607,000,000 | $ 607,000,000 | 607,000,000 | |||||||||||||||
Operating lease liability | 623,000,000 | 623,000,000 | 623,000,000 | |||||||||||||||
Adoption of ASC 606 [Member] | ||||||||||||||||||
Net Operating Revenues, Policy [Abstract] | ||||||||||||||||||
Provision for contractual allowance included in net operating revenues | 197,000,000 | |||||||||||||||||
Allowance for doubtful patient accounts | $ 394,000,000 | 394,000,000 | ||||||||||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||||||||||
Decrease in net operating revenues | 13,210,000,000 | 14,155,000,000 | ||||||||||||||||
ASU 2016-02 [Member] | ||||||||||||||||||
New Accounting Pronouncements, Policy [Abstract] | ||||||||||||||||||
Operating lease right-of-use asset | $ 673,000,000 | |||||||||||||||||
Operating lease liability | $ 673,000,000 | |||||||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||||||||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||||||||||
Accounts receivable, net of contractual allowances | $ 3,900,000,000 | |||||||||||||||||
Medicare [Member] | ||||||||||||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||||||||||
Accounts receivable, net of contractual allowances | 268,000,000 | 283,000,000 | 268,000,000 | 283,000,000 | $ 268,000,000 | |||||||||||||
Accounts receivable net of contractual allowances, percent | 5.00% | |||||||||||||||||
Medicare [Member] | Adoption of ASC 606 [Member] | ||||||||||||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||||||||||
Decrease in net operating revenues | 3,331,000,000 | 3,730,000,000 | ||||||||||||||||
Electronic Health Records Incentive Reimbursements [Member] | ||||||||||||||||||
Electronic Health Records Reimbursement, Policy [Abstract] | ||||||||||||||||||
Deferred Revenue | 0 | 0 | 0 | 0 | 0 | $ 0 | $ 0 | |||||||||||
Maximum [Member] | ||||||||||||||||||
Physician Income Guarantees, Policy [Abstract] | ||||||||||||||||||
Finite-Lived Intangible Assets, Net | 1,000,000 | 1,000,000 | $ 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
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 | 1 year | |||||||||||||||||
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 | 20,000,000 | 24,000,000 | $ 20,000,000 | $ 24,000,000 | 20,000,000 | |||||||||||||
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 | |||||||||||||||||
Equipment and Fixtures [Member] | Minimum [Member] | ||||||||||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||||||||
Equipment 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 | $ 6,000,000 | |||||||||||||||||
Sales Revenue, Net [Member] | Adoption of ASC 606 [Member] | ||||||||||||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||||||||||
Decrease in net operating revenues | $ (591,000,000) | |||||||||||||||||
Geographic Concentration Risk [Member] | Florida [Member] | Sales Revenue, Net [Member] | ||||||||||||||||||
Business Description [Abstract] | ||||||||||||||||||
Concentration Risk, Percentage | 14.30% | 14.30% | 14.00% | |||||||||||||||
Geographic Concentration Risk [Member] | Texas [Member] | Sales Revenue, Net [Member] | ||||||||||||||||||
Business Description [Abstract] | ||||||||||||||||||
Concentration Risk, Percentage | 12.20% | 11.70% | 10.90% | |||||||||||||||
Geographic Concentration Risk [Member] | Indiana [Member] | Sales Revenue, Net [Member] | ||||||||||||||||||
Business Description [Abstract] | ||||||||||||||||||
Concentration Risk, Percentage | 13.70% | 12.50% | 11.60% | |||||||||||||||
Certain Hospitals [Member] | ||||||||||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||||||||||
Impairment of long-lived assets held for sale | $ 138,000,000 | $ 668,000,000 | ||||||||||||||||
Goodwill allocated to hospital disposal group held for sale | $ 167,000,000 | $ 186,000,000 | 167,000,000 | 186,000,000 | $ 167,000,000 | |||||||||||||
Certain Hospitals [Member] | Hospitals Sold or Deemed Held for Sale [Member] | ||||||||||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||||||||||
Impairment of long-lived assets held for sale | 92,000,000 | 423,000,000 | ||||||||||||||||
Certain Hospitals [Member] | Write-Off Promissory Note Received as Consideration For the Sale of Hospitals [Member] | ||||||||||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||||||||||
Impairment of long-lived assets held for sale | 29,000,000 | |||||||||||||||||
Certain Hospitals [Member] | Adjustment for Carrying Value of Other Long-Lived Assets at Underperforming Hospitals [Member] | ||||||||||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||||||||||
Impairment of long-lived assets held for sale | $ 46,000,000 | $ 216,000,000 | ||||||||||||||||
Home Care [Member] | ||||||||||||||||||
Segment Reporting, Policy [Abstract] | ||||||||||||||||||
Percentage of Ownership Interest Sold | 80.00% | |||||||||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Schedule of Net Operating Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | $ 3,286 | $ 3,246 | $ 3,302 | $ 3,376 | $ 3,453 | $ 3,451 | $ 3,562 | $ 3,689 | $ 13,210 | [1] | $ 14,155 | [1] | $ 15,353 |
Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 13,210 | 14,155 | |||||||||||
Prior to Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 18,398 | ||||||||||||
Medicare [Member] | Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 3,331 | 3,730 | |||||||||||
Medicare [Member] | Prior to Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 4,188 | ||||||||||||
Medicaid [Member] | Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 1,736 | 1,876 | |||||||||||
Medicaid [Member] | Prior to Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 1,900 | ||||||||||||
Managed Care And Other Third Party Payors [Member] | Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 8,014 | 8,349 | |||||||||||
Managed Care And Other Third Party Payors [Member] | Prior to Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | 9,991 | ||||||||||||
Self-Pay [Member] | Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | $ 129 | $ 200 | |||||||||||
Self-Pay [Member] | Prior to Adoption of ASC 606 [Member] | |||||||||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||||||||||
Net operating revenues | $ 2,319 | ||||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Accounting for Stock-Based Co_3
Accounting for Stock-Based Compensation (Narrative) (Details) | Mar. 01, 2019USD ($)shares | Mar. 01, 2018USD ($)shares | Mar. 01, 2017USD ($)shares | Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2018itemshares | Dec. 31, 2017itemshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards | $ | $ 13,000,000 | |||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 22 months | |||||
Employee service share-based compensation, nonvested awards, modifications to awards | item | 0 | 0 | 0 | |||
Options exercised | 0 | 0 | 0 | |||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 26 months | |||||
Employee service share-based compensation, unrecognized compensation costs on nonvested stock options | $ | $ 1,000,000 | |||||
Weighted-average grant date fair value of stock options | $ / shares | $ 3.05 | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period | 658,500 | 0 | 0 | |||
Share Price | $ / shares | $ 2.90 | |||||
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, Equity Instruments Other than Options, Grants in Period | 306,612 | 296,944 | 110,988 | |||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,989,000 | 1,987,000 | 1,502,000 | |||
Restricted Stock and Restricted Stock Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 21 months | |||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards other than options | $ | $ 12,000,000 | |||||
Plan 2000 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | |||||
Unissued common stock reserved for grants | 0 | |||||
Plan 2009 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | |||||
Unissued common stock reserved for grants | 5,308,206 | |||||
Plan 2009 [Member] | Outside Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | |||||
Plan 2009 [Member] | Restricted Stock Units (RSUs) [Member] | Outside Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 34,068 | 37,118 | 18,498 | |||
Fair value of units granted | $ | $ 170,000 | $ 170,000 | $ 170,000 | |||
Contractual Term of Option Granted Prior to 2005 [Member] | Plan 2000 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
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] | ||||||
Contractual term of option granted | 8 years | |||||
Contractual Term Of Option Granted Since 2008 [Member] | Plan 2000 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
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] | ||||||
Contractual term of option granted | 10 years |
Accounting for Stock-Based Co_4
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting for Stock-Based Compensation [Abstract] | |||
Effect on loss before income taxes | $ (10) | $ (13) | $ (24) |
Effect on net loss | $ (8) | $ (10) | $ (16) |
Accounting for Stock-Based Co_5
Accounting for Stock-Based Compensation (Schedule of Share-based Payment Awards, Stock Options, Valuation Assumptions) (Details) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 68.40% |
Expected term | 5 years 7 months 6 days |
Risk-free interest rate | 2.60% |
Accounting for Stock-Based Co_6
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Stock Options, Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Shares | 1,185,320 | ||
Exercised, Shares | 0 | 0 | 0 |
Beginning of Period, Weighted Average Exercise Price | $ 28.12 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Shares | 624,938 | 1,115,667 | |
Granted, Shares | 658,500 | 0 | 0 |
Forfeited and cancelled, Shares | (173,304) | (490,729) | (69,653) |
Ending Balance, Shares | 1,110,134 | 624,938 | 1,115,667 |
Beginning of Period, Weighted Average Exercise Price | $ 31.21 | $ 31.56 | |
Granted, Weighted Average Exercise Price | 4.95 | ||
Forfeited and Cancelled, Weighted Average Exercise Price | 23.04 | 32.01 | $ 33.52 |
End of Period, Weighted Average Exercise Price | $ 16.90 | $ 31.21 | $ 31.56 |
Weighted Average Remaining Contractual Term | 5 years 7 months 6 days | ||
Exercisable, Shares | 486,134 | ||
Exercisable, Weighted Average Exercise Price | $ 32.26 | ||
Exercisable, Weighted Average Remaining Contractual Term | 1 year |
Accounting for Stock-Based Co_7
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Restricted Stock, Activity) (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Unvested Shares | 3,308,907 | 2,643,919 | 2,969,285 |
Granted, Shares | 1,989,000 | 1,987,000 | 1,502,000 |
Vested, Shares | (1,160,667) | (1,154,670) | (1,586,855) |
Forfeited, Shares | (279,838) | (167,342) | (240,511) |
Ending Balance, Unvested Shares | 3,857,402 | 3,308,907 | 2,643,919 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 7 | $ 16.17 | $ 29.39 |
Granted, Weighted Average Grant Date Fair Value | 4.94 | 4.54 | 9.10 |
Vested, Weighted Average Grant Date Fair Value | 8.89 | 23.22 | 33.91 |
Forfeited, Weighted Average Grant Date Fair Value | 5.60 | 10.29 | 18.20 |
End of Period, Weighted Average Grant Date Fair Value | $ 5.47 | $ 7 | $ 16.17 |
Accounting for Stock-Based Co_8
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Unvested Shares | 397,906 | 172,078 | 120,386 |
Granted, Shares | 306,612 | 296,944 | 110,988 |
Vested, Shares | (162,942) | (71,116) | (59,296) |
Forfeited, Shares | |||
Ending Balance, Unvested Shares | 541,576 | 397,906 | 172,078 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 6.17 | $ 12.78 | $ 22.06 |
Granted, Weighted Average Grant Date Fair Value | 4.99 | 4.58 | 9.19 |
Vested, Weighted Average Grant Date Fair Value | 7.42 | 15.51 | 24.90 |
Forfeited, Weighted Average Grant Date Fair Value | |||
End of Period, Weighted Average Grant Date Fair Value | $ 5.13 | $ 6.17 | $ 12.78 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures (Acquisitions Narrative) (Details) $ in Millions | Jun. 01, 2019USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Acquisitions and Divestitures [Line Items] | ||||
Acquisition and integration expenses related to prospective and closed acquisitions | $ 2 | $ 3 | $ 2 | |
Goodwill | 4,328 | 4,559 | 4,723 | |
Physician Practices Clinics and Other Ancillary Businesses [Member] | ||||
Acquisitions and Divestitures [Line Items] | ||||
Business acquisition, cost of acquired entity, purchase price | 8 | 26 | 6 | |
Purchase price allocation, property and equipment | 4 | 10 | 2 | |
Business acquisition, purchase price allocation, intangible assets, other than goodwill | $ 4 | 22 | 4 | |
Business Combination, Assumed Noncontrolling Interest, Fair Value | 6 | 0 | ||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 6 | $ 0 | ||
Northwest Mississippi Medical Center [Member] | ||||
Acquisitions and Divestitures [Line Items] | ||||
Business acquisition, cost of acquired entity, purchase price | $ 11 | |||
Business acquisition number of licensed beds | item | 181 | |||
Business acquisition cash paid for operating assets | $ 2 | |||
Business acquisition liabilities assumed | $ 9 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures (Divestitures Narrative) (Details) $ in Millions | May 01, 2017USD ($)item | Dec. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($)item |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment and loss on sale of businesses, net | $ 138 | $ 668 | $ 2,123 | |||
Proceeds from disposition of hospitals and other ancillary operations | $ 604 | $ 405 | $ 1,692 | |||
Number of Hospitals Sold | item | 30 | |||||
Divested Through 2018 and 2017 [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of Hospitals Sold | item | 53 | 53 | 53 | |||
Tennova Physicians Regional Medical Center [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment and loss on sale of businesses, net | $ 27 | |||||
Twin Rivers Regional Medical Center [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment and loss on sale of businesses, net | $ 4 | |||||
AllianceHealth Pryor [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal date | May 1, 2017 | |||||
Proceeds from disposition of hospitals and other ancillary operations | $ 1 | |||||
Number of licensed beds | item | 52 | |||||
Hospitals Included in Continuing Operations [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment and loss on sale of businesses, net | $ 102 | $ 415 | $ 368 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures (Schedule of Divestitures) (Details) - item | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Bluefield Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 92 | ||
Effective Date | Oct. 1, 2019 | ||
Lake Wales Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 160 | ||
Effective Date | Sep. 1, 2019 | ||
Heart of Florida Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 193 | ||
Effective Date | Sep. 1, 2019 | ||
College Station Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 167 | ||
Effective Date | Aug. 1, 2019 | ||
Tennova Healthcare Lebanon [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 245 | ||
Effective Date | Aug. 1, 2019 | ||
Chester Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 82 | ||
Effective Date | Mar. 1, 2019 | ||
Carolinas Hospital System - Florence [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 396 | ||
Effective Date | Mar. 1, 2019 | ||
Springs Memorial Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 225 | ||
Effective Date | Mar. 1, 2019 | ||
Carolinas Hospital System - Marion [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 124 | ||
Effective Date | Mar. 1, 2019 | ||
Memorial Hospital of Salem County [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 126 | ||
Effective Date | Jan. 31, 2019 | ||
Mary Black Health System - Spartanburg [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 207 | ||
Effective Date | Jan. 1, 2019 | ||
Mary Black Health System - Gaffney [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 125 | ||
Effective Date | Jan. 1, 2019 | ||
Sparks Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 492 | ||
Effective Date | Nov. 1, 2018 | ||
Sparks Medical Center - Van Buren [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 103 | ||
Effective Date | Nov. 1, 2018 | ||
AllianceHealth Deaconess [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 238 | ||
Effective Date | Oct. 1, 2018 | ||
Munroe Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 425 | ||
Effective Date | Aug. 1, 2018 | ||
Tennova Healthcare -Dyersburg Regional [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 225 | ||
Effective Date | Jun. 1, 2018 | ||
Tennova Healthcare - Regional Jackson [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 150 | ||
Effective Date | Jun. 1, 2018 | ||
Tennova Healthcare - Volunteer Martin [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 100 | ||
Effective Date | Jun. 1, 2018 | ||
Williamson Memorial Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 76 | ||
Effective Date | Jun. 1, 2018 | ||
Byrd Regional Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 60 | ||
Effective Date | Jun. 1, 2018 | ||
Tennova Healthcare - Jamestown [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 85 | ||
Effective Date | Jun. 1, 2018 | ||
Bayfront Health Dade City [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 120 | ||
Effective Date | Apr. 1, 2018 | ||
Highlands Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 126 | ||
Effective Date | Nov. 1, 2017 | ||
Merit Health Northwest Mississippi [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 181 | ||
Effective Date | Nov. 1, 2017 | ||
Weatherford Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 103 | ||
Effective Date | Oct. 1, 2017 | ||
Brandywine Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 169 | ||
Effective Date | Oct. 1, 2017 | ||
Chestnut Hill Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 148 | ||
Effective Date | Oct. 1, 2017 | ||
Jennersville Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 63 | ||
Effective Date | Oct. 1, 2017 | ||
Phoenixville Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 151 | ||
Effective Date | Oct. 1, 2017 | ||
Pottstown Memorial Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 232 | ||
Effective Date | Oct. 1, 2017 | ||
Yakima Regional Medical and Cardiac Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 214 | ||
Effective Date | Sep. 1, 2017 | ||
Toppenish Community Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 63 | ||
Effective Date | Sep. 1, 2017 | ||
Memorial Hospital of York [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 100 | ||
Effective Date | Jul. 1, 2017 | ||
Lancaster Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 214 | ||
Effective Date | Jul. 1, 2017 | ||
Heart of Lancaster Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 148 | ||
Effective Date | Jul. 1, 2017 | ||
Carlisle Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 165 | ||
Effective Date | Jul. 1, 2017 | ||
Tomball Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 350 | ||
Effective Date | Jul. 1, 2017 | ||
South Texas Regional Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 67 | ||
Effective Date | Jul. 1, 2017 | ||
Deaconess Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 388 | ||
Effective Date | Jul. 1, 2017 | ||
Valley Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 123 | ||
Effective Date | Jul. 1, 2017 | ||
Lake Area Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 88 | ||
Effective Date | Jun. 30, 2017 | ||
Easton Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 196 | ||
Effective Date | May 1, 2017 | ||
Sharon Regional Health System [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 258 | ||
Effective Date | May 1, 2017 | ||
Northside Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 355 | ||
Effective Date | May 1, 2017 | ||
Trumbull Memorial Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 311 | ||
Effective Date | May 1, 2017 | ||
Hillside Rehabilitation Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 69 | ||
Effective Date | May 1, 2017 | ||
Wuesthoff Health System - Rockledge [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 298 | ||
Effective Date | May 1, 2017 | ||
Wuesthoff Health System - Melbourne [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 119 | ||
Effective Date | May 1, 2017 | ||
Sebastian River Medical Center [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 154 | ||
Effective Date | May 1, 2017 | ||
Stringfellow Memorial Hospital [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 125 | ||
Effective Date | May 1, 2017 | ||
Merit Health Gilmore Memorial [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 95 | ||
Effective Date | May 1, 2017 | ||
Merit Health Batesville [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 112 | ||
Effective Date | May 1, 2017 |
Acquisitions and Divestitures_6
Acquisitions and Divestitures (Schedule of Net Operating Revenues and Loss and Assets and Liabilities Classified as Discontinued Operations) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Acquisitions and Divestitures [Abstract] | |
Net operating revenues | $ 79 |
Loss from operations of entities sold or held for sale before income taxes | (10) |
Impairment of hospitals sold or held for sale | (8) |
Loss on sale, net | (1) |
Loss from discontinued operations, before taxes | (19) |
Income tax benefit | (7) |
Loss from discontinued operations, net of taxes | $ (12) |
Acquisitions and Divestitures_7
Acquisitions and Divestitures (Schedule of Balance Sheet Items Classified as Held for Sale) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisitions and Divestitures [Abstract] | ||
Other current assets | $ 25 | $ 21 |
Other assets, net | 262 | 154 |
Accrued liabilities | $ 43 | $ 44 |
Acquisitions and Divestitures_8
Acquisitions and Divestitures (Schedule of Operating Results included in Consolidated Statement of Income) (Details) - Hospitals Included in Continuing Operations [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loss from operations before income taxes | $ (105) | $ (470) | $ (703) |
Less: Loss attributable to noncontrolling interests | 1 | (2) | |
Loss from operations before income taxes attributable to Community Health Systems, Inc. stockholders | $ (105) | $ (471) | $ (701) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill Gross, Balance, beginning period | $ 7,373 | $ 7,537 |
Accumulated impairment losses, Balance, beginning of period | (2,814) | (2,814) |
Goodwill, Balance, beginning of period | 4,559 | 4,723 |
Goodwill acquired as part of acquisitions during current year | 4 | 22 |
Goodwill allocated to hospitals held for sale | (235) | (186) |
Goodwill Gross, Balance, end of period | 7,142 | 7,373 |
Accumulated impairment losses, Balance, end of period | (2,814) | (2,814) |
Goodwill, Balance, end of year | $ 4,328 | $ 4,559 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Goodwill Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |||
Goodwill | $ 4,328,000,000 | $ 4,559,000,000 | $ 4,723,000,000 |
Impairment of goodwill | $ 0 | $ 0 | $ 1,419,000,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Intangible Assets Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 1,000,000 | $ 1,000,000 | |
Net, intangible asset not subject to amortization | 63,000,000 | 67,000,000 | |
Gross carrying amount of capitalized software | 1,100,000,000 | 1,200,000,000 | |
Capitalized computer software, net | 321,000,000 | 355,000,000 | |
Capitalized computer software, development stage costs | $ 42,000,000 | ||
Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 1 year | ||
Acquired finite-lived intangible asset, residual value | $ 0 | ||
Amortization expense | 1,000,000 | 3,000,000 | $ 4,000,000 |
Capitalized Internal Use Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible asset, residual value | 0 | ||
Amortization expense | 121,000,000 | 140,000,000 | $ 178,000,000 |
Amortization expense for 2020 | 114,000,000 | ||
Amortization expense for 2021 | 93,000,000 | ||
Amortization expense for 2022 | 55,000,000 | ||
Amortization expense for 2023 | 26,000,000 | ||
Amortization expense for 2024 | 22,000,000 | ||
Amortization expense thereafter | $ 11,000,000 | ||
Capitalized Internal Use Software, Except Significant System Conversions [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 3 years | ||
Minimum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 8 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived intangible assets, net | $ 1,000,000 | $ 1,000,000 | |
Maximum [Member] | Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense for 2020 | $ 1,000,000 | ||
Maximum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 10 years |
Income Taxes (Schedule of Provi
Income Taxes (Schedule of Provision for (Benefit) from Income Taxes for Income from Continuing Operations) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ (38) | $ 1 | |
State | (5) | (9) | $ 5 |
Total, Current | (43) | (8) | 5 |
Deferred: | |||
Federal | 179 | 50 | (485) |
State | 24 | (53) | 31 |
Total, Deferred | 203 | (3) | (454) |
Total provision for (benefit from) income taxes for loss from continuing operations | $ 160 | $ (11) | $ (449) |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Differences between the statutory federal income tax rate and the effective tax rate | |||
Benefit for income taxes at statutory federal rate, Amount | $ (90) | $ (150) | $ (991) |
State income taxes, net of federal income tax benefit, Amount | (104) | (114) | (10) |
Net income attributable to noncontrolling interests, Amount | (18) | (18) | (22) |
Change in valuation allowance, Amount | 340 | 212 | 26 |
Change in uncertain tax position, Amount | 9 | ||
Federal rate change, Amount | 32 | ||
Federal and state tax credits, Amount | (17) | (5) | |
Nondeductible goodwill, Amount | 11 | 30 | 504 |
Nondeductible settlments, Amount | 22 | ||
Nondeductible loss on divestiture, Amount | 15 | ||
Other, Amount | 6 | 15 | 17 |
Total provision for (benefit from) income taxes for loss from continuing operations | $ 160 | $ (11) | $ (449) |
Provision for income taxes at statutory federal rate, Percentage | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal income tax benefit, Percentage | 24.30% | 16.00% | 0.30% |
Net income attributable to noncontrolling interests, Percentage | 4.20% | 2.50% | 0.80% |
Change in valuation allowance, Percentage | (79.20%) | (29.70%) | (0.90%) |
Change in uncertain tax position, Percentage | (1.30%) | ||
Federal rate change, Percentage | (1.10%) | ||
Federal and state tax credits, Percentage | 2.40% | 0.10% | |
Nondeductible goodwill, Percentage | (2.60%) | (4.20%) | (17.80%) |
Nondeductible settlements, Percentage | (3.10%) | ||
Nondeductible loss on divestiture, Percentage | (3.50%) | ||
Other, Percentage | (1.40%) | (2.10%) | (0.60%) |
Benefit from income taxes from continuing operations, Percentage | (37.20%) | 1.50% | 15.80% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Abstract] | |||
Effective income tax rate | (37.20%) | 1.50% | 15.80% |
Unrecognized benefit that would affect the effective tax rate | $ 1 | ||
Amount of interest and penalties included in liabilities for uncertain tax positions | 1 | ||
Income tax paid | $ 4 | ||
Income tax refund | $ 3 | $ 19 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Deferred Income Taxes) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Net operating loss and credit carryforwards | $ 775 | $ 743 |
Self-insurance liabilities | 48 | 69 |
Long-term debt and interest | 312 | 84 |
Accounts receivable | 62 | 58 |
IRC Section 163(j) interest limitation | 296 | 144 |
Accrued vacation | 24 | 26 |
Accrued bonus | 31 | |
Other comprehensive income | 5 | 4 |
Right-of-use-liability | 149 | |
Stock-based compensation | 5 | 4 |
Deferred compensation | 70 | 64 |
Other | 51 | 15 |
Total | 1,828 | 1,211 |
Valuation Allowance | (1,049) | (701) |
Total Deferred Income Tax Assets, Net | 779 | 510 |
Liabilities | ||
Property and equipment | 335 | 237 |
Prepaid expenses | 30 | 27 |
Intangibles | 149 | 134 |
Investments in unconsolidated affiliates | 57 | 55 |
Other liabilities | 9 | 14 |
IRC Section 481(a) - mixed service cost | 216 | |
Right-of-use-assets | 145 | |
Total Deferred Income Tax Liabilities, Gross | $ 941 | $ 467 |
Income Taxes (Schedule of Rec_2
Income Taxes (Schedule of Reconciliation of the Total Amount of Unrecognized Tax Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of year | $ 29 | $ 18 | $ 18 |
Gross increases - tax positions in current period | 10 | 11 | |
Settlements | (13) | ||
Unrecognized tax benefit, end of year | $ 26 | $ 29 | $ 18 |
Income Taxes (Operating Loss Ca
Income Taxes (Operating Loss Carryforwards Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, valuation allowance | $ 1,000 |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss and credit carryforwards | 662 |
Operating loss carryforwards expected to be utilized | 169 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss and credit carryforwards | 8,600 |
Operating loss carryforwards expected to be utilized | $ 606 |
Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, expiration date | Jan. 1, 2020 |
Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, expiration date | Dec. 31, 2039 |
Income Taxes (Valuation Allowan
Income Taxes (Valuation Allowance Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal [Member] | ||
Valuation Allowance [Line Items] | ||
Valuation allowance increase | $ 221 | $ 151 |
State and Local Jurisdiction [Member] | ||
Valuation Allowance [Line Items] | ||
Valuation allowance increase | $ 127 | $ 17 |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Nov. 19, 2019 | Dec. 31, 2018 | Jun. 22, 2018 |
Debt Instrument [Line Items] | ||||
Total debt | $ 13,405 | |||
Less: Unamortized deferred debt issuance costs and note premium | (147) | $ (164) | ||
Less: Current maturities | (20) | (204) | ||
Debt and lease obligations | 13,405 | 13,596 | ||
Total long-term debt | 13,385 | 13,392 | ||
Senior Notes at 8.0%, Due 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 155 | |||
Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 1,770 | 1,770 | ||
Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 1,355 | 1,355 | ||
ABL Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 273 | 698 | ||
Secured Debt [Member] | Credit Facility, Term Loan H [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 1,622 | |||
Senior Notes [Member] | Senior Notes at 8.0%, Due 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 155 | |||
Senior Notes [Member] | Senior Notes at 7.125%, Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 121 | |||
Debt and lease obligations | 121 | |||
Senior Notes [Member] | Senior Notes at 6.875%, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 231 | |||
Debt and lease obligations | 231 | 2,632 | ||
Senior Notes [Member] | Senior Notes At 6.875% Due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 1,700 | |||
Senior Secured Notes [Member] | Senior Secured Notes at 5.125%, Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 1,000 | 1,000 | ||
Senior Secured Notes [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 3,100 | 3,100 | ||
Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 1,033 | 1,033 | ||
Senior Secured Notes [Member] | Senior Secured Notes at 8%, Due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 2,101 | |||
Senior Secured Notes [Member] | Senior Secured Notes At 8% Due 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 700 | |||
Finance Lease And Financing Obligations [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | 272 | 231 | ||
Other [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt and lease obligations | $ 17 | $ 43 |
Long-Term Debt (Credit Facility
Long-Term Debt (Credit Facility Narrative) (Details) | Nov. 19, 2019USD ($) | Mar. 06, 2019USD ($) | Feb. 15, 2019USD ($) | Apr. 03, 2018USD ($) | May 12, 2017USD ($) | Mar. 16, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 12, 2019USD ($) | Jul. 06, 2018USD ($) |
Credit Facility, Type of Debt, Amendment No. 1 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
First lien net debt to EBITDA, tier 1 | 5 | |||||||||
First lien net debt to EBITDA, tier 2 | 5.25 | |||||||||
First lien net debt to EBITDA, tier 3 | 5 | |||||||||
First lien net debt to EBITDA, tier 4 | 4.50 | |||||||||
First lien net debt to EBITDA, tier 5 | 4.25 | |||||||||
Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 425,000,000 | |||||||||
Credit Facility, Revolving Credit Loans [Member] | Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||||||
Credit Facility, Revolving Credit Loans [Member] | Credit Facility, Type of Debt, Amendment No. 1 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 385,000,000 | |||||||||
Debt instrument, maturity date | Nov. 19, 2019 | |||||||||
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 | 75.00% | |||||||||
Credit Facility, Term Loan A [Member] | Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt amount | $ 713,000,000 | |||||||||
Credit Facility, Term Loan F [Member] | Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt amount | $ 1,445,000,000 | |||||||||
Credit Facility, Term Loan H [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt amount | $ 1,557,000,000 | |||||||||
ABL Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | |||||||||
Aggregate principal amount for springing maturity | 250,000,000 | |||||||||
ABL Credit Agreement [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||||||
ABL Credit Agreement [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.625% | |||||||||
ABL Credit Agreement [Member] | ABL Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 860,000,000 | |||||||||
Line of credit outstanding amount | $ 273,000,000 | |||||||||
Senior Secured Notes at 8.625%, Due 2024 [Member] | Senior Secured Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 1,033,000,000 | |||||||||
Debt instrument, offering date | Jul. 6, 2018 | |||||||||
Debt instrument stated interest rate | 8.625% | |||||||||
Senior Secured Notes at 8%, Due 2026 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 500,000,000 | |||||||||
Senior Secured Notes at 8%, Due 2026 [Member] | Senior Secured Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit outstanding amount | 2,101,000,000 | |||||||||
Debt instrument, maturity date | Mar. 15, 2026 | |||||||||
Debt instrument aggregate principal amount | 2,101,000,000 | $ 1,601,000,000 | ||||||||
Debt instrument, offering date | Mar. 6, 2019 | |||||||||
Debt instrument stated interest rate | 8.00% | |||||||||
Senior Notes at 7.125%, Due 2020 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt amount | 121,000,000 | |||||||||
Senior Notes at 7.125%, Due 2020 [Member] | Senior Secured Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt amount | $ 121,000,000 | |||||||||
Alternate Base Rate [Member] | Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 1.75% | |||||||||
Alternate Base Rate [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 2.25% | |||||||||
Alternate Base Rate [Member] | ABL Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of the maximum commitment of excess availability, one | 1.25% | |||||||||
Percentage of the maximum commitment of excess availability, two | 1.50% | |||||||||
Percentage of the maximum commitment of excess availability, three | 1.75% | |||||||||
LIBOR [Member] | Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 2.75% | |||||||||
LIBOR [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 3.25% | |||||||||
LIBOR [Member] | ABL Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of the maximum commitment of excess availability, one | 2.25% | |||||||||
Percentage of the maximum commitment of excess availability, two | 2.50% | |||||||||
Percentage of the maximum commitment of excess availability, three | 2.75% | |||||||||
Three-Months LIBOR [Member] | Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 1.00% | |||||||||
LIBOR Floor Rate[Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 1.00% | |||||||||
NYFRB Rate [Member] | Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 0.50% | |||||||||
Alternate Base Rate Floor [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument variable interest rate | 2.00% | |||||||||
ABL Facility Customary Covenants [Member] | ABL Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 95,000,000 | |||||||||
Debt instrument variable interest rate | 10.00% | |||||||||
Letter of Credit [Member] | ABL Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit outstanding amount | $ 145,000,000 | |||||||||
Letter of Credit [Member] | ABL Credit Agreement [Member] | Credit Facility, Type of Debt, Amendment No. 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 200,000,000 |
Long-Term Debt (Schedule of Ear
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] | Jan. 27, 2014 | Dec. 31, 2019 |
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
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 E_2
Long-Term Debt (Schedule of Early Redemption Prices on 6.785% Senior Notes due 2022) (Details) - Senior Notes at 6.875%, Due 2022 [Member] - Senior Notes [Member] | 12 Months Ended |
Dec. 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 (Schedule of E_3
Long-Term Debt (Schedule of Early Redemption Prices on 6.25% Senior Secured Notes due 2023) (Details) - Senior Secured Notes at 6.25%, Due 2023 [Member] - Senior Secured Notes [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.125% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2020 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2021 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.563% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2021 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2022 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2022 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2023 |
Long-Term Debt (Schedule of E_4
Long-Term Debt (Schedule of Early Redemption Prices on Junior-Priority Secured Notes due 2023) (Details) - Junior-Priority Secured Notes At 9.875% Due 2023 [Member] - Junior-Priority Secured Notes [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 107.406% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2020 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2021 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.703% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2021 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2022 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2022 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2023 |
Long-Term Debt (Schedule of E_5
Long-Term Debt (Schedule of Early Redemption Prices on 8.875% Junior-Priority Secured Notes due 2024) (Details) - Junior Priority Secured Notes At 8.875 Percent Due 2024 [Member] - Junior-Priority Secured Notes [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 104.063% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2021 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2022 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 102.031% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2022 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2023 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2023 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2024 |
Long-Term Debt (Schedule of E_6
Long-Term Debt (Schedule of Early Redemption Prices on 8.625% Senior Secured Notes due 2024) (Details) - Senior Secured Notes at 8.625%, Due 2024 [Member] - Senior Secured Notes [Member] | Jul. 06, 2018 | Dec. 31, 2019 |
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 108.625% | |
Debt Instrument, Redemption, Period Three [Member] | ||
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 104.313% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2021 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2022 | |
Debt Instrument, Redemption, Period Four [Member] | ||
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 102.156% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2022 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2023 | |
Debt Instrument, Redemption, Period Five [Member] | ||
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2023 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2024 |
Long-Term Debt (Schedule of E_7
Long-Term Debt (Schedule of Early Redemption Prices on 6.875% Senior Notes Due 2028) (Details) - Senior Notes At 6.875% Due 2028 [Member] - Senior Notes [Member] | Nov. 19, 2019 | Dec. 31, 2019 |
Debt Instrument, Redemption, Period One [Member] | ||
Debt instrument redemption price percentage | 100.00% | 103.438% |
Debt instrument redemption period start date | Apr. 1, 2023 | |
Debt instrument redemption period end date | Mar. 31, 2024 | |
Debt Instrument, Redemption, Period Two [Member] | ||
Debt instrument redemption price percentage | 106.875% | 101.719% |
Debt instrument redemption period start date | Apr. 1, 2024 | |
Debt instrument redemption period end date | Mar. 31, 2025 | |
Debt Instrument, Redemption, Period Three [Member] | ||
Debt instrument redemption price percentage | 100.00% | |
Debt instrument redemption period start date | Apr. 1, 2025 | |
Debt instrument redemption period end date | Mar. 31, 2028 |
Long-Term Debt (Schedule of E_8
Long-Term Debt (Schedule of Early Redemption Prices on 8% Senior Secured Notes due 2026) (Details) - Senior Secured Notes at 8%, Due 2026 [Member] - Senior Secured Notes [Member] | Mar. 06, 2019 | Dec. 31, 2019 |
Debt instrument redemption price percentage | 108.00% | |
Debt Instrument, Redemption, Period One [Member] | ||
Debt instrument redemption price percentage | 104.00% | |
Debt instrument redemption period start date | Mar. 15, 2022 | |
Debt instrument redemption period end date | Mar. 14, 2023 | |
Debt Instrument, Redemption, Period Two [Member] | ||
Debt instrument redemption price percentage | 102.00% | |
Debt instrument redemption period start date | Mar. 15, 2023 | |
Debt instrument redemption period end date | Mar. 14, 2024 | |
Debt Instrument, Redemption, Period Three [Member] | ||
Debt instrument redemption price percentage | 100.00% | |
Debt instrument redemption period start date | Mar. 15, 2024 | |
Debt instrument redemption period end date | Mar. 14, 2026 |
Long-Term Debt (Schedule of E_9
Long-Term Debt (Schedule of Early Redemption Prices on 8% Senior Secured Notes due 2027) (Details) - Senior Secured Notes At 8% Due 2027 [Member] - Senior Secured Notes [Member] | Nov. 19, 2019 | Dec. 31, 2019 |
Debt Instrument, Redemption, Period One [Member] | ||
Debt Instrument Redemption Price Percentage | 100.00% | 104.00% |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2022 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2023 | |
Debt Instrument, Redemption, Period Two [Member] | ||
Debt Instrument Redemption Price Percentage | 108.00% | 102.00% |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2023 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2024 | |
Debt Instrument, Redemption, Period Three [Member] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2024 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2027 |
Long-Term Debt (8.0% Senior Not
Long-Term Debt (8.0% Senior Notes, Due 2019) (Narrative) (Details) - USD ($) | Nov. 22, 2011 | Jul. 18, 2012 | Mar. 21, 2012 | Dec. 31, 2019 | Jun. 22, 2018 |
Debt Instrument [Line Items] | |||||
Long-term debt outstanding | $ 13,405,000,000 | ||||
Senior Notes at 8.875%, Due 2015 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of debt amount | $ 1,000,000,000 | $ 934,000,000 | $ 850,000,000 | ||
Senior Notes at 8.0%, Due 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt outstanding | $ 155,000,000 | ||||
Senior Notes at 8.0%, Due 2019 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, offering date | Nov. 22, 2011 | ||||
Debt instrument aggregate principal amount | $ 1,000,000,000 | ||||
Debt instrument, maturity date | Nov. 15, 2019 | ||||
Debt instrument stated interest rate | 8.00% | 8.00% | |||
Senior Notes at 8.0, Due 2019, March 21, 2012 Secondary Offering [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument stated interest rate | 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 aggregate principal amount | $ 1,000,000,000 | ||||
Debt instrument prepium percentage | 102.50% | ||||
Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument aggregate principal amount | 1,770,000,000 | ||||
Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | Junior-Priority Secured Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, offering date | Jun. 22, 2018 | ||||
Debt instrument aggregate principal amount | $ 1,770,000,000 | ||||
Debt instrument stated interest rate | 11.00% |
Long-Term Debt (7.125% Senior N
Long-Term Debt (7.125% Senior Notes, Due 2020) (Narrative) (Details) - USD ($) | Dec. 04, 2019 | Nov. 19, 2019 | Jun. 22, 2018 | Nov. 22, 2011 | Jul. 18, 2012 | Mar. 21, 2012 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Long-term debt outstanding | $ 13,405,000,000 | ||||||
Senior Notes at 7.125%, Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | $ 121,000,000 | ||||||
Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument aggregate principal amount | $ 276,000,000 | ||||||
Senior Notes [Member] | Senior Notes at 8.875%, Due 2015 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | $ 1,000,000,000 | $ 934,000,000 | $ 850,000,000 | ||||
Senior Notes [Member] | Senior Notes at 7.125%, Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, offering date | Jul. 18, 2012 | ||||||
Long-term debt outstanding | 121,000,000 | ||||||
Extinguishment of debt amount | $ 121,000,000 | $ 1,079,000,000 | |||||
Debt instrument stated interest rate | 7.125% | ||||||
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, offering date | Jun. 22, 2018 | ||||||
Debt instrument stated interest rate | 8.125% | ||||||
Junior Priority Secured Notes One [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument aggregate principal amount | $ 1,079,000,000 |
Long-Term Debt (5.125% Senior N
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 ($) | Jan. 27, 2014 | Jan. 27, 2014 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument, offering date | Jan. 27, 2014 | ||
Debt instrument aggregate principal amount | $ 1,000,000,000 | $ 1,000,000,000 | |
Debt instrument stated interest rate | 5.125% | 5.125% | |
Debt instrument redemption price percentage | 100.00% | ||
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) - USD ($) | Nov. 19, 2019 | Jun. 22, 2018 | Jan. 27, 2014 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Long-term debt outstanding | $ 13,405,000,000 | |||
Senior Notes at 6.875%, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt amount | $ 2,400,000,000 | |||
Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 276,000,000 | |||
Senior Secured Notes At 8% Due 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 700,000,000 | |||
Debt instrument stated interest rate | 8.00% | |||
Senior Notes [Member] | Senior Notes at 6.875%, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jan. 27, 2014 | |||
Debt instrument aggregate principal amount | $ 3,000,000,000 | |||
Long-term debt outstanding | $ 231,000,000 | |||
Debt instrument stated interest rate | 6.875% | |||
Extinguishment of debt amount | $ 368,000,000 | |||
Senior Notes [Member] | Senior Notes At 6.875% Due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 1,700,000,000 | |||
Debt instrument stated interest rate | 6.875% | |||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jun. 22, 2018 | |||
Debt instrument stated interest rate | 8.125% | |||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period One [Member] | Senior Notes [Member] | Senior Notes At 6.875% Due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption period start date | Apr. 1, 2023 | |||
Debt instrument redemption period end date | Mar. 31, 2024 | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes at 6.875%, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 30 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes At 6.875% Due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption period start date | Apr. 1, 2024 | |||
Debt instrument redemption period end date | Mar. 31, 2025 |
Long-Term Debt (6.25% Senior Se
Long-Term Debt (6.25% Senior Secured Notes, Due 2023 Narrative) (Details) - USD ($) | Feb. 06, 2020 | May 12, 2017 | Mar. 16, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Issuance of long-term debt | $ 3,042,000,000 | $ 1,033,000,000 | $ 3,100,000,000 | |||
Senior Secured Notes [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Mar. 16, 2017 | |||||
Debt instrument aggregate principal amount | $ 3,100,000,000 | $ 2,200,000,000 | ||||
Issuance of long-term debt | 900,000,000 | |||||
Debt instrument stated interest rate | 6.25% | |||||
Senior Secured Notes [Member] | Senior Secured NotesAt 5.125% Due 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 700,000,000 | |||||
Secured Debt [Member] | Credit Facility, Term Loan F [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 1,445,000,000 | |||||
Secured Debt [Member] | Credit Facility, Term Loan A [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 713,000,000 | |||||
Subsequent Event [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 426,000,000 | |||||
Subsequent Event [Member] | Secured Debt [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 426,000,000 | |||||
Debt instrument stated interest rate | 6.25% | |||||
Debt Instrument, Redemption, Period One [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption price percentage | 100.00% | |||||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 6¼% Senior Secured Notes due 2023. | |||||
Minimum period notice for redemption of debt | 30 days | |||||
Maximum period notice for redemption of debt | 60 days | |||||
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||||
Debt instrument redemption price percentage | 106.25% |
Long-Term Debt (Junior-Priority
Long-Term Debt (Junior-Priority Secured Notes At 9.875% due 2023 Narrative) (Details) - USD ($) | Jun. 22, 2018 | Dec. 31, 2019 | Mar. 21, 2012 | Nov. 22, 2011 |
Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 1,770,000,000 | |||
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jun. 22, 2018 | |||
Debt instrument aggregate principal amount | $ 1,770,000,000 | |||
Debt instrument stated interest rate | 11.00% | |||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 9⅞% Junior-Priority Secured Notes due 2023. | |||
Senior Notes [Member] | Senior Notes at 8.0%, Due 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Nov. 22, 2011 | |||
Debt instrument aggregate principal amount | $ 1,000,000,000 | |||
Debt instrument stated interest rate | 8.00% | 8.00% | ||
Debt Instrument, Redemption, Period One [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 100.00% | |||
Debt Instrument, Redemption, Period Two [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes At 9.875% Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (Junior-Priori_2
Long-Term Debt (Junior-Priority Secured Notes At 8.125% Due 2024 Narrative) (Details) - USD ($) | Dec. 04, 2019 | Nov. 19, 2019 | Jun. 22, 2018 | Jan. 27, 2014 | Dec. 31, 2019 | Jul. 18, 2012 |
Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 276,000,000 | |||||
Senior Notes at 7.125%, Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 121,000,000 | |||||
Senior Notes at 6.875%, Due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 2,400,000,000 | |||||
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Jun. 22, 2018 | |||||
Debt instrument stated interest rate | 8.125% | |||||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 8⅛% Junior-Priority Secured Notes due 2024. | |||||
Minimum period notice for redemption of debt | 15 days | |||||
Maximum period notice for redemption of debt | 60 days | |||||
Junior Priority Secured Notes One [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 1,079,000,000 | |||||
Junior Priority Secured Notes Two [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | 1,355,000,000 | |||||
Debt instrument redemption price percentage | 100.00% | |||||
Senior Notes [Member] | Senior Notes at 7.125%, Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Jul. 18, 2012 | |||||
Extinguishment of debt amount | $ 121,000,000 | 1,079,000,000 | ||||
Debt instrument stated interest rate | 7.125% | |||||
Senior Notes [Member] | Senior Notes at 6.875%, Due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Jan. 27, 2014 | |||||
Debt instrument aggregate principal amount | $ 3,000,000,000 | |||||
Extinguishment of debt amount | $ 368,000,000 | |||||
Debt instrument stated interest rate | 6.875% | |||||
Debt Instrument, Redemption, Period Two [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||||
Debt instrument redemption price percentage | 108.125% | |||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes at 6.875%, Due 2022 [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 (8.625% Senior S
Long-Term Debt (8.625% Senior Secured Notes, Due 2024 Narrative) (Details) - USD ($) | Jul. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Issuance of long-term debt | $ 3,042,000,000 | $ 1,033,000,000 | $ 3,100,000,000 | |
Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jul. 6, 2018 | |||
Debt instrument aggregate principal amount | $ 1,033,000,000 | |||
Debt instrument stated interest rate | 8.625% | |||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||
Debt instrument redemption price percentage | 108.625% | |||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 8⅝% Senior Secured Notes due 2024. | |||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period One [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 100.00% | |||
Debt Instrument, Redemption, Period Three [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 104.313% | |||
Debt Instrument, Redemption, Period Four [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 102.156% | |||
Debt Instrument, Redemption, Period Five [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 100.00% |
Long-Term Debt (8% Senior Secur
Long-Term Debt (8% Senior Secured Notes, Due 2026 Narrative) (Details) - USD ($) | Nov. 19, 2019 | Mar. 06, 2019 | Dec. 31, 2019 |
Senior Secured Notes at 8%, Due 2026 [Member] | |||
Debt instrument aggregate principal amount | $ 500,000,000 | ||
Credit Facility, Term Loan H [Member] | |||
Extinguishment of debt amount | $ 1,557,000,000 | ||
Senior Notes at 7.125%, Due 2020 [Member] | |||
Extinguishment of debt amount | 121,000,000 | ||
Senior Secured Notes [Member] | Senior Secured Notes at 8%, Due 2026 [Member] | |||
Debt instrument, offering date | Mar. 6, 2019 | ||
Debt instrument aggregate principal amount | 2,101,000,000 | $ 1,601,000,000 | |
Debt instrument stated interest rate | 8.00% | ||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 8% Senior Secured Notes due 2026. | ||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||
Debt instrument redemption price percentage | 108.00% | ||
Senior Secured Notes [Member] | Senior Notes at 7.125%, Due 2020 [Member] | |||
Extinguishment of debt amount | $ 121,000,000 | ||
Debt Instrument, Redemption, Period One [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8%, Due 2026 [Member] | |||
Debt instrument redemption price percentage | 104.00% | ||
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8%, Due 2026 [Member] | |||
Debt instrument redemption price percentage | 102.00% | ||
Debt Instrument, Redemption, Period Three [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8%, Due 2026 [Member] | |||
Debt instrument redemption price percentage | 100.00% |
Long-Term Debt (8% Senior Sec_2
Long-Term Debt (8% Senior Secured Notes, Due 2027 Narrative) (Details) - Senior Secured Notes At 8% Due 2027 [Member] - USD ($) | Nov. 19, 2019 | Dec. 31, 2019 |
Debt instrument aggregate principal amount | $ 700,000,000 | |
Debt instrument stated interest rate | 8.00% | |
Senior Secured Notes [Member] | ||
Debt instrument aggregate principal amount | $ 700,000,000 | |
Debt instrument stated interest rate | 8.00% | |
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 8% Senior Secured Notes due 2027. | |
Minimum period notice for redemption of debt | 15 days | |
Maximum period notice for redemption of debt | 60 days | |
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |
Debt Instrument, Redemption, Period One [Member] | Senior Secured Notes [Member] | ||
Debt instrument redemption price percentage | 100.00% | 104.00% |
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | ||
Debt instrument redemption price percentage | 108.00% | 102.00% |
Long-Term Debt (6.875% Senior S
Long-Term Debt (6.875% Senior Secured Notes, Due 2028 Narrative) (Details) - Senior Notes At 6.875% Due 2028 [Member] - Senior Notes [Member] - USD ($) | Nov. 19, 2019 | Dec. 31, 2019 |
Debt instrument aggregate principal amount | $ 1,700,000,000 | |
Debt instrument stated interest rate | 6.875% | |
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 6⅞% Senior Notes due 2028. | |
Minimum period notice for redemption of debt | 15 days | |
Maximum period notice for redemption of debt | 60 days | |
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |
Debt Instrument, Redemption, Period One [Member] | ||
Debt instrument redemption price percentage | 100.00% | 103.438% |
Debt Instrument, Redemption, Period Two [Member] | ||
Debt instrument redemption price percentage | 106.875% | 101.719% |
Long-Term Debt (Loss (gain) fro
Long-Term Debt (Loss (gain) from Early Extinguishment of Debt Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Extinguishment of Debt Disclosures [Abstract] | |||
Loss (gain) from early extinguishment of debt | $ 54 | $ (31) | $ 40 |
Loss (gain) on extinguishment of debt, net of tax | $ 42 | $ (23) | $ 26 |
Long-Term Debt (Other Debt Narr
Long-Term Debt (Other Debt Narrative) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)contract | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||
Interest paid on borrowings | $ 1,011 | $ 936 | $ 852 |
Interest Rate Swap [Member] | |||
Debt Instrument [Line Items] | |||
Number of interest rate swaps | contract | 1 | ||
Aggregate notional amount | $ 300 | ||
Interest Rate Swap, Currently Effective [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate notional amount | $ 300 |
Long-Term Debt (Schedule of Mat
Long-Term Debt (Schedule of Maturities of Long-Term Debt) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 20 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 1,010 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 237 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 5,149 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 2,393 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 4,743 |
Total maturities | 13,552 |
Less: Deferred debt issuance costs | (132) |
Plus Unamortized note premium | (15) |
Total debt | $ 13,405 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Investments in equity securities | $ 141 | $ 137 |
Available-for-sale securities | 101 | 93 |
Trading securities | 12 | 11 |
Carrying Amount [Member] | ||
Assets: | ||
Cash and cash equivalents | 216 | 196 |
Investments in equity securities | 141 | 137 |
Available-for-sale securities | 101 | 93 |
Trading securities | 12 | 11 |
Carrying Amount [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 1,602 | |
Carrying Amount [Member] | Senior Notes [Member] | Senior Notes at 8.0%, Due 2019 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 155 | |
Carrying Amount [Member] | Senior Notes [Member] | Senior Notes at 7.125%, Due 2020 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 121 | |
Carrying Amount [Member] | Senior Notes [Member] | Senior Notes at 6.875%, Due 2022 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 229 | 2,593 |
Carrying Amount [Member] | Senior Notes [Member] | Senior Notes At 6.875 Percent Due 2028 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,678 | |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 5.125%, Due 2021 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 990 | 984 |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 3,074 | 3,067 |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,023 | 1,021 |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8%, Due 2026 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 2,070 | |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes At 8% Due 2027 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 691 | |
Carrying Amount [Member] | Junior-Priority Secured Notes [Member] | Junior Priority Secured Notes At 9.875 Percent Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,754 | 1,750 |
Carrying Amount [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,340 | 1,338 |
Carrying Amount [Member] | Receivables Facility and Other Debt, Type [Member] | ABL Facility and Other Debt [Member] | ||
Liabilities: | ||
Other Liabilities, Fair Value Disclosure | 285 | 734 |
Estimated Fair Value [Member] | ||
Assets: | ||
Cash and cash equivalents | 216 | 196 |
Investments in equity securities | 141 | 137 |
Available-for-sale securities | 101 | 93 |
Trading securities | 12 | 11 |
Estimated Fair Value [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 1,564 | |
Estimated Fair Value [Member] | Senior Notes [Member] | Senior Notes at 8.0%, Due 2019 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 146 | |
Estimated Fair Value [Member] | Senior Notes [Member] | Senior Notes at 7.125%, Due 2020 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 100 | |
Estimated Fair Value [Member] | Senior Notes [Member] | Senior Notes at 6.875%, Due 2022 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 188 | 1,175 |
Estimated Fair Value [Member] | Senior Notes [Member] | Senior Notes At 6.875 Percent Due 2028 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,700 | |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 5.125%, Due 2021 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,003 | 934 |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 3,148 | 2,819 |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625%, Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,099 | 1,025 |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8%, Due 2026 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 2,182 | |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes At 8% Due 2027 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 700 | |
Estimated Fair Value [Member] | Junior-Priority Secured Notes [Member] | Junior Priority Secured Notes At 9.875 Percent Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,539 | 1,380 |
Estimated Fair Value [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes at 8.125% Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,113 | 976 |
Estimated Fair Value [Member] | Receivables Facility and Other Debt, Type [Member] | ABL Facility and Other Debt [Member] | ||
Liabilities: | ||
Other Liabilities, Fair Value Disclosure | $ 285 | $ 734 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)contract | |
Maximum [Member] | |
Derivative [Line Items] | |
Interest income arising from spread in fixed and floating rates of interest rate swap agreements that will be recognized in next 12 months | $ 1 |
Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Number of interest rate swaps | contract | 1 |
Aggregate notional amount | $ 300 |
Derivative fixed interest rate | 2.892% |
Derivative termination date | Aug. 30, 2020 |
Derivative liability fair value | $ 2 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Schedule of Pre-tax Gain (Loss) Recognized as a Component of Other Comprehensive Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Pre-Tax Gain (Loss) Recognized in OCI (Effective Portion) | $ (3) | $ 17 | $ 2 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments (Schedule of Effective Portion of the Pre-tax Loss (Gain) Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Pre-Tax (Gain) Loss Reclassified from AOCL into Income (Effective Portion) | $ 2 | $ 30 |
Fair Value of Financial Instr_8
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, 2019 | Dec. 31, 2018 |
Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives designated as hedging instruments | $ 3 | |
Other Long-term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives designated as hedging instruments | $ 2 | $ 2 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | |
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 | $ 51,000,000 | $ 89,000,000 | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | item | 71 | 121 | |
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 | $ 0 | ||
Other Investment Income [Member] | |||
Fair Value Disclosures [Line Items] | |||
Investment Income, Interest and Dividend | $ 7,000,000 | $ 7,000,000 | $ 8,000,000 |
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, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in equity securities | $ 141 | $ 137 |
Available-for-sale securities | 101 | 93 |
Trading securities | 12 | 11 |
Fair value of interest rate swap agreements | 3 | |
Total assets | 254 | 244 |
Fair value of interest rate swap agreements | 2 | 2 |
Total liabilities | 2 | 2 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in equity securities | 141 | 137 |
Total assets | 141 | 137 |
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 | 101 | 93 |
Trading securities | 12 | 11 |
Fair value of interest rate swap agreements | 3 | |
Total assets | 113 | 107 |
Fair value of interest rate swap agreements | 2 | 2 |
Total liabilities | $ 2 | $ 2 |
Fair Value (Supplemental Inform
Fair Value (Supplemental Information Regarding Available-for-Sale Debt Securities) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis, Total | $ 100 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 2 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (1) | |
Available-for-sale Securities | 101 | $ 93 |
Available-for-sale Securities, Amortized Cost Basis, Total | 98 | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (5) | |
Available-for-sale Securities | 93 | |
Government [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis, Total | 54 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 1 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (1) | |
Available-for-sale Securities | 54 | |
Corporate [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis, Total | 33 | 34 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 1 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (2) | |
Available-for-sale Securities | 34 | 32 |
Mortgage and Asset-Backed Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis, Total | 13 | |
Available-for-sale Securities | $ 13 | |
Available-for-sale Equity Securities, Amortized Cost Basis, Total | 10 | |
Available-for-sale Securities, Equity Securities | 10 | |
Government and Corporate [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis, Total | 54 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (3) | |
Available-for-sale Securities | $ 51 |
Fair Value (Contractual Maturit
Fair Value (Contractual Maturities of Debt Securities) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value [Abstract] | ||
Within 1 year, Amortized Cost | $ 9 | $ 14 |
After 1 year and through year 5, Amortized Cost | 19 | 20 |
After 5 years and through year 10, Amortized Cost | 29 | 25 |
After 10 years, Amortized Cost | 43 | 39 |
Within 1 year, Fair Value | 9 | 14 |
After 1 year and through year 5, Fair Value | 20 | 19 |
After 5 years and through year 10, Fair Value | 29 | 24 |
After 10 years, Fair Value | $ 43 | $ 36 |
Fair Value (Gross Realized Gain
Fair Value (Gross Realized Gains and Losses and Investment Income on Available-for-Sale Debt Securities) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value [Abstract] | |
Realized gains | $ 3 |
Realized losses | $ (2) |
Fair Value (Net Gains and Losse
Fair Value (Net Gains and Losses Recognized for Investments in Equity Securities) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Securities, FV-NI, Realized Gain (Loss) | $ 15 | $ (7) |
Available-for-sale Securities [Member] | ||
Equity Securities, FV-NI, Realized Gain (Loss) | 2 | 1 |
Held-to-maturity Securities [Member] | ||
Equity Securities, FV-NI, Unrealized Gain (Loss) | $ 13 | $ (8) |
Leases (Components of Lease Cos
Leases (Components of Lease Cost and Rent Expense) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 194 |
Short-term rent expense | 114 |
Variable lease cost | 18 |
Sublease Income | (5) |
Total operating lease cost | 321 |
Finance lease cost: | |
Amortization of right-of-use assets | 12 |
Interest on finance lease liabilities | 7 |
Total finance lease cost | $ 19 |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet Information Related to Leases) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases: | ||
Operating Lease ROU Assets | $ 607 | |
Finance Leases: | ||
Property and equipment | 9,653 | $ 10,301 |
Less accumulated depreciation and amortization | (4,045) | (4,162) |
Property and equipment, net | 5,608 | $ 6,139 |
Current finance lease liabilities | 6 | |
Long-term finance lease liabilities | 107 | |
Finance Lease ROU Assets [Member] | ||
Finance Leases: | ||
Property and equipment | 173 | |
Less accumulated depreciation and amortization | (56) | |
Property and equipment, net | 117 | |
Finance Lease ROU Assets [Member] | Land and Improvements [Member] | ||
Finance Leases: | ||
Property and equipment | 8 | |
Finance Lease ROU Assets [Member] | Building and Building Improvements [Member] | ||
Finance Leases: | ||
Property and equipment | 154 | |
Finance Lease ROU Assets [Member] | Equipment and Fixtures [Member] | ||
Finance Leases: | ||
Property and equipment | $ 11 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow and Other Information Related to Leases) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 167 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases | 7 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases | 9 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 2 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 122 |
Weighted-average remaining lease term: Operating leases | 6 years |
Weighted-average remaining lease term: Finance leases | 20 years |
Weighted-average discount rate: Operating leases | 9.10% |
Weighted-average discount rate: Finance leases | 5.60% |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Millions | Dec. 18, 2019USD ($)ft²item | Sep. 19, 2019USD ($)ft²stateitem | Dec. 22, 2016USD ($)ft²stateitem | Dec. 31, 2019USD ($)item |
Capital Leased Assets [Line Items] | ||||
Proceeds from sale-lease back | $ 60 | |||
Operating lease right of use asset pending leases that have not yet commenced | $ 29 | |||
HCP, Inc. [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Number of medical office buildings divested | item | 10 | 4 | ||
Proceeds from sale-lease back | $ 159 | |||
Area of real estate property | ft² | 756,183 | |||
Number of financing obligations remain outstanding | item | 6 | |||
Number of states the buildings are located | state | 5 | |||
Carter Validus Mission Critical REIT II, Inc [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Number of medical office buildings divested | item | 4 | |||
Proceeds from sale-lease back | $ 56 | |||
Area of real estate property | ft² | 285,337 | |||
Number of states the buildings are located | state | 3 | |||
Catalyst Healthcare Real Estate [Member] | Arkansas [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Number of medical office buildings divested | item | 1 | |||
Proceeds from sale-lease back | $ 4 | |||
Area of real estate property | ft² | 30,000 |
Leases (Commitments Relating to
Leases (Commitments Relating to Noncancellable Lease Obligations) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2020 | $ 184 | |
2021 | 150 | |
2022 | 115 | |
2023 | 92 | |
2024 | 71 | |
Thereafter | 213 | |
Total minimum future payments | 825 | |
Less: Imputed interest | (202) | |
Total liabilities | 623 | |
Less: current portion | (136) | |
Long-term liabilities | 487 | |
Finance Leases | ||
2020 | 12 | |
2021 | 11 | |
2022 | 9 | |
2023 | 8 | |
2024 | 8 | |
Thereafter | 156 | |
Total minimum future payments | 204 | |
Less: Imputed interest | (91) | |
Total liabilities | 113 | |
Less: Current portion | (6) | |
Long-term liabilities | 107 | |
Financing Obligations | ||
2020 | 12 | |
2021 | 12 | |
2022 | 12 | |
2023 | 12 | |
2024 | 13 | |
Thereafter | 114 | |
Total minimum future payments | 175 | |
Less: Imputed interest | (16) | |
Total financing obligations | 159 | |
Less: Current portion | (1) | |
Long-term liabilities | $ 158 | |
Lease Accounting Prior to Adoption of ASC 842 [Member] | ||
Operating Leases | ||
2019 | $ 188 | |
2020 | 157 | |
2021 | 121 | |
2022 | 98 | |
2023 | 79 | |
Thereafter | 234 | |
Total minimum future payments | 877 | |
Capital Leases | ||
2019 | 12 | |
2020 | 10 | |
2021 | 8 | |
2022 | 7 | |
2023 | 14 | |
Thereafter | 121 | |
Total minimum future payments | 172 | |
Less: Imputed interest | (80) | |
Total capital lease obligations | 92 | |
Less: Current portion | (8) | |
Long-term capital lease obligations | 84 | |
Financing Obligations | ||
2019 | 12 | |
2020 | 9 | |
2021 | 10 | |
2022 | 10 | |
2023 | 10 | |
Thereafter | 106 | |
Total minimum future payments | 157 | |
Less: Imputed interest | (18) | |
Total financing obligations | 139 | |
Less: Current portion | (5) | |
Long-term liabilities | $ 134 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost Recognized | $ 85,000,000 | $ 90,000,000 | $ 94,000,000 |
Liability for deferred compensation plans | 175,000,000 | 163,000,000 | |
Defined benefit plan, noncash settlement loss | 0 | 2,000,000 | |
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, expected contribution by employer | 1,000,000 | ||
Net periodic benefit cost | 1,000,000 | 1,000,000 | 7,000,000 |
Accrued benefits liabilities | $ 12,000,000 | 11,000,000 | |
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, discount rate | 4.20% | ||
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, rate of compensation increase | 6.00% | ||
Deferred Compensation Plans Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Liability for deferred compensation plans | $ 23,000,000 | 32,000,000 | |
Deferred Compensation Company-Owned Life Insurance Contracts [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Liability for deferred compensation plans | 130,000,000 | 114,000,000 | |
Trust for Benefit of Employees [Member] | Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan assets designated to pay benefits of the deferred compensation plans | 153,000,000 | 146,000,000 | |
Supplemental Employee Retirement Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | 7,000,000 | 9,000,000 | $ 16,000,000 |
Accrued benefits liabilities | $ 72,000,000 | $ 66,000,000 | |
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, discount rate | 4.20% | 3.40% | |
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, rate of compensation increase | 3.00% | 2.00% | |
Assets in a rabbi trust generally designated to pay benefits of the SERP | $ 84,000,000 | $ 74,000,000 |
Stockholders' Deficit (Narrativ
Stockholders' Deficit (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Nov. 06, 2015 | |
Class of Stock [Line Items] | |||||
Total capital stock, shares authorized | 400,000,000 | ||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value per share | $ 0.01 | $ 0.01 | |||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | |||
Preferred stock, shares outstanding | 0 | ||||
Maximum amount of dividends or stock repurchases permissible under the Credit Facility | $ 200 | ||||
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 | ||||
Number of shares repurchased and retired | 0 | 0 | 0 | 532,188 | |
Weighted-average price of repurchased and retired shares, per share | $ 27.31 |
Stockholders' Deficit (Schedule
Stockholders' Deficit (Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Stockholders' Deficit [Abstract] | |||||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | $ (373) | $ (17) | $ (167) | $ (118) | $ (328) | $ (325) | $ (110) | $ (25) | $ (675) | [1] | $ (788) | [1] | $ (2,459) |
Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests | 3 | (4) | (2) | ||||||||||
Net transfers to the noncontrolling interests | 3 | (4) | (2) | ||||||||||
Change to Community Health Systems, Inc. stockholders' deficit from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests | $ (672) | $ (792) | $ (2,461) | ||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Components of Denominator for Computation of Basic and Diluted Loss Per Share) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Numerator: | |||||||||||||
Loss from continuing operations, net of taxes | $ (346) | $ 2 | $ (146) | $ (101) | $ (299) | $ (308) | $ (91) | $ (6) | $ (590) | [1] | $ (704) | [1] | $ (2,384) |
Less: Income attributable to noncontrolling interests, net of taxes | 85 | 84 | 63 | ||||||||||
Loss from continuing operations attributable to Community Health Systems, Inc. common stockholders - basic and diluted | (675) | (788) | (2,447) | ||||||||||
Loss from discontinued operations, net of taxes | (12) | ||||||||||||
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 | $ (12) | ||||||||||||
Effect of dilutive securities: | |||||||||||||
Weighted-average number of shares outstanding - basic | 113,935,629 | 113,891,721 | 113,862,097 | 113,257,608 | 112,909,869 | 112,865,482 | 112,837,944 | 112,291,496 | 113,739,046 | [1] | 112,728,274 | [1] | 111,769,821 |
Restricted stock awards | |||||||||||||
Employee stock options | |||||||||||||
Other equity-based awards | |||||||||||||
Weighted-average number of shares outstanding - diluted | 113,935,629 | 113,891,721 | 113,862,097 | 113,257,608 | 112,909,869 | 112,865,482 | 112,837,944 | 112,291,496 | 113,739,046 | [1] | 112,728,274 | [1] | 111,769,821 |
[1] | Total quarterly amounts may not add due to rounding. |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Increase in number of shares to diluted shares calculation if income would have been generated | 133,866 | 68,687 | 111,464 |
Earnings Per Share (Schedule _2
Earnings Per Share (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Employee stock options and restricted stock awards excluded from computation of earnings per share amount | 3,508,968 | 2,152,408 | 3,008,919 |
Equity Investments (Narrative)
Equity Investments (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment | $ 199 | $ 192 | ||
Equity in earnings of unconsolidated affiliates | $ 15 | $ 22 | $ 16 | |
Three Hospitals in Macon Georgia, [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment ownership percentage | 38.00% | |||
HealthTrust [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment ownership percentage | 14.50% | |||
Home Care [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of ownership interest sold | 80.00% | |||
Equity method investment ownership percentage | 20.00% | |||
Disposal date | Dec. 31, 2016 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ (10) | $ (21) | |
Other comprehensive income (loss) before reclassifications | 1 | 8 | |
Amounts reclassified from accumulated other comprehensive income | 9 | ||
Other comprehensive income | 1 | 17 | $ 41 |
Adoption of ASU 2016-01 and 2018-02 | (6) | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | (9) | (10) | (21) |
Change in Fair Value of Interest Rate Swaps [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | 5 | (12) | |
Other comprehensive income (loss) before reclassifications | (3) | 12 | |
Amounts reclassified from accumulated other comprehensive income | 8 | ||
Other comprehensive income | (3) | 20 | |
Adoption of ASU 2016-01 and 2018-02 | (3) | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | 2 | 5 | (12) |
Change in Fair Value of Available for Sale Debt Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (7) | (2) | |
Other comprehensive income (loss) before reclassifications | 5 | (2) | |
Amounts reclassified from accumulated other comprehensive income | (1) | ||
Other comprehensive income | 4 | (2) | |
Adoption of ASU 2016-01 and 2018-02 | (3) | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | (3) | (7) | (2) |
Change in Unrecognized Pension Cost Components [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (8) | (7) | |
Other comprehensive income (loss) before reclassifications | (1) | (2) | |
Amounts reclassified from accumulated other comprehensive income | 1 | 1 | |
Other comprehensive income | (1) | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | $ (8) | $ (8) | $ (7) |
Other Comprehensive Income (S_2
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Interest expense, net | $ 1,041 | $ 976 | $ 931 | ||||||||||
Tax benefit | (160) | 11 | 449 | ||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | $ (373) | $ (17) | $ (167) | $ (118) | $ (328) | $ (325) | $ (110) | $ (25) | (675) | [1] | (788) | [1] | $ (2,459) |
Reclassification, net of tax | (9) | ||||||||||||
Change in Fair Value of Interest Rate Swaps [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Reclassification, net of tax | (8) | ||||||||||||
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 | (10) | ||||||||||||
Tax benefit | 2 | ||||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | (8) | ||||||||||||
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Reclassification, Total before tax | (1) | (1) | |||||||||||
Accumulated Defined Benefit Plans Adjustment, Net Transition Attributable to Parent [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Reclassification, Total before tax | (2) | ||||||||||||
Change in Unrecognized Pension Cost Components [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Reclassification, Total before tax | (1) | (3) | |||||||||||
Tax benefit | 2 | ||||||||||||
Reclassification, net of tax | $ (1) | $ (1) | |||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Commitments and Contingencies_3
Commitments and Contingencies (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
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 | $ 19 |
La Porte, Indiana hospital [Member] | |
Construction and Other Capital Commitments [Abstract] | |
Capital commitment, post-acquisition estimated cost of replacement hospital | 128 |
Construction and other capital commitments incurred | 58 |
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 | 2 |
Construction and other capital commitments incurred | $ 2 |
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 |
Contingencies (Contingencies Na
Contingencies (Contingencies Narrative) (Details) | Jan. 21, 2020USD ($) | Nov. 30, 2018USD ($)plaintiff | Nov. 09, 2016USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | ||||||||
Change in settlement liability claims estimate amount | $ 0 | $ 20,000,000 | $ 70,000,000 | |||||
Pending Litigation [Member] | Litigation Matters For Which An Outcome Cannot Be Assessed [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, number of plaintiffs | plaintiff | 4 | |||||||
Loss contingency damages sought value | $ 73,000,000 | |||||||
Pending Litigation [Member] | Legal Matters Where Negative Outcome is Known or Probable [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Attorneys' fees and other costs incurred | $ 21,000,000 | $ 2,000,000 | ||||||
U.S. ex re. Baker vs. Community Health Systems, Inc. [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Judgment awarded | $ 1,900,000 | |||||||
Empire Health Foundation Vs Community Health Systems Inc [Member] | Settled Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Judgment awarded | $ 22,000,000 | |||||||
Class Action Shareholder Federal Securities Cases [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Liability based on the proposed settlement agreement | $ 53,000,000 | $ 53,000,000 | ||||||
Class Action Shareholder Federal Securities Cases [Member] | Subsequent Event [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Judgment awarded | $ 53,000,000 |
Contingencies (Schedule of Reco
Contingencies (Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies) (Details) - Pending Litigation [Member] - Other Probable Contingencies [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss Contingency Accrual [Roll Forward] | ||
Beginning Balance | $ 19 | $ 14 |
Expense | 87 | 7 |
Reserve for insured claim | (4) | 4 |
Cash payments | (34) | (6) |
Ending Balance | $ 68 | $ 19 |
Commitments and Contingencies_4
Commitments and Contingencies (Professional Liability Claims Narrative) (Details) - USD ($) $ in Millions | Jun. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Malpractice Insurance [Line Items] | ||||
Malpractice loss contingency, historical claims period used by actuary to estimate liability | 20 years | |||
Malpractice Loss Contingency, Discount Rate | 2.60% | 3.10% | 2.20% | |
Malpractice Loss Contingency, Accrual, Discounted | $ 612 | $ 650 | ||
Malpractice Loss Contingency, Accrual, Undiscounted | 663 | 710 | ||
Malpractice Loss Contingency, Accrual, Discounted, Current | $ 169 | $ 100 | ||
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 | 215 | |||
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 June 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, average lag period from occurence to settlement | 3 years | |||
Malpractice loss contingency, self-insured retention | $ 10 | |||
Minimum [Member] | 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 | $ 15 | |||
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, average lag period from occurence to settlement | 4 years | |||
Malpractice loss contingency, self-insured retention | $ 15 | |||
Maximum [Member] | Professional And General Liability Claims Incurred And Reported On Or After June 1, 2008 [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 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] | Feb. 06, 2020USD ($) | Feb. 05, 2020USD ($) | Jan. 30, 2020item | Jan. 01, 2020item |
Petersburg, Virginia [Member] | Southside Regional Medical Center [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of licensed beds | 300 | |||
Franklin, Virginia [Member] | Southampton Memorial Hospital [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of licensed beds | 105 | |||
Emporia, Virginia [Member] | Southern Virginia Regional Medical Center [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of licensed beds | 80 | |||
Live Oak, Florida [Member] | Shands Live Oak Regional Medical Center [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of licensed beds | 25 | |||
Starke, Florida [Member] | Shands Starke Regional Medical Center [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of licensed beds | 49 | |||
Secured Debt [Member] | Senior Secured Notes at 5.125%, Due 2021 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument aggregate principal amount | $ | $ 632,000,000 | |||
Debt instrument stated interest rate | 5.125% | |||
Debt instrument redemption price percentage | 100.00% | |||
Percentage of outstanding debt validly tendered and not validly withdrawn | 63.25% | |||
Secured Debt [Member] | Senior Secured Notes at 6.625% Due 2025 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument aggregate principal amount | $ | $ 1,462,000,000 | |||
Debt instrument stated interest rate | 6.625% | |||
Secured Debt [Member] | Senior Secured Notes at 6.25%, Due 2023 [Member] | ||||
Subsequent Event [Line Items] | ||||
Extinguishment of debt amount | $ | $ 426,000,000 | |||
Debt instrument stated interest rate | 6.25% |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | [1] | Dec. 31, 2018 | [1] | Dec. 31, 2017 | |||||||||
Quarterly Financial Data [Abstract] | |||||||||||||||||||||
Net operating revenues | $ 3,286 | $ 3,246 | $ 3,302 | $ 3,376 | $ 3,453 | $ 3,451 | $ 3,562 | $ 3,689 | $ 13,210 | $ 14,155 | $ 15,353 | ||||||||||
Income (loss) from continuing operations before income taxes | (115) | (72) | (149) | (94) | (369) | (204) | (129) | (13) | (430) | (715) | (2,833) | ||||||||||
Income (loss) from continuing operations, net of taxes | (346) | 2 | (146) | (101) | (299) | (308) | (91) | (6) | (590) | (704) | (2,384) | ||||||||||
Loss from discontinued operations, net of taxes | (12) | ||||||||||||||||||||
Net income (loss) attributable to Community Health Systems, Inc. stockholders | $ (373) | $ (17) | $ (167) | $ (118) | $ (328) | $ (325) | $ (110) | $ (25) | $ (675) | $ (788) | $ (2,459) | ||||||||||
Basic loss per share attributable to Community Health Systems, Inc. common stockholders: | |||||||||||||||||||||
Continuing operations | $ (3.27) | [2] | $ (0.15) | [2] | $ (1.47) | [2] | $ (1.04) | [2] | $ (2.91) | [2] | $ (2.88) | [2] | $ (0.97) | [2] | $ (0.22) | [2] | $ (5.93) | [2] | $ (6.99) | [2] | $ (21.89) |
Discontinued operations | (0.11) | ||||||||||||||||||||
Net loss | (3.27) | [2] | (0.15) | [2] | (1.47) | [2] | (1.04) | [2] | (2.91) | [2] | (2.88) | [2] | (0.97) | [2] | (0.22) | [2] | (5.93) | [2] | (6.99) | [2] | (22) |
Diluted loss per share attributable to Community Health Systems, Inc. common stockholders: | |||||||||||||||||||||
Continuing operations | (3.27) | (0.15) | (1.47) | (1.04) | (2.91) | (2.88) | (0.97) | (0.22) | (5.93) | (6.99) | (21.89) | ||||||||||
Discontinued operations | (0.11) | ||||||||||||||||||||
Net loss | $ (3.27) | $ (0.15) | $ (1.47) | $ (1.04) | $ (2.91) | $ (2.88) | $ (0.97) | $ (0.22) | $ (5.93) | $ (6.99) | $ (22) | ||||||||||
Weighted-average number of shares outstanding: | |||||||||||||||||||||
Basic | 113,935,629 | 113,891,721 | 113,862,097 | 113,257,608 | 112,909,869 | 112,865,482 | 112,837,944 | 112,291,496 | 113,739,046 | 112,728,274 | 111,769,821 | ||||||||||
Diluted | 113,935,629 | 113,891,721 | 113,862,097 | 113,257,608 | 112,909,869 | 112,865,482 | 112,837,944 | 112,291,496 | 113,739,046 | 112,728,274 | 111,769,821 | ||||||||||
[1] | Total quarterly amounts may not add due to rounding. | ||||||||||||||||||||
[2] | Total per share amounts may not add due to rounding. |
Supplemental Condensed Consol_4
Supplemental Condensed Consolidating Financial Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019item | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Percentage of owned domestic subsidiaries which guaranteed senior notes | 100.00% |
Number of hospitals jointly owned with non-profit health organizations | 3 |
Supplemental Condensed Consol_5
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Loss) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | $ 3,286,000,000 | $ 3,246,000,000 | $ 3,302,000,000 | $ 3,376,000,000 | $ 3,453,000,000 | $ 3,451,000,000 | $ 3,562,000,000 | $ 3,689,000,000 | $ 13,210,000,000 | [1] | $ 14,155,000,000 | [1] | $ 15,353,000,000 |
Operating costs and expenses: | |||||||||||||
Salaries and benefits | 5,947,000,000 | 6,384,000,000 | 7,376,000,000 | ||||||||||
Supplies | 2,151,000,000 | 2,355,000,000 | 2,672,000,000 | ||||||||||
Other operating expenses | 3,303,000,000 | 3,496,000,000 | 3,864,000,000 | ||||||||||
Government and other legal settlements and related costs | 93,000,000 | 11,000,000 | (31,000,000) | ||||||||||
Electronic health records incentive reimbursement | (1,000,000) | (4,000,000) | (28,000,000) | ||||||||||
Lease cost and rent | 321,000,000 | 337,000,000 | 394,000,000 | ||||||||||
Depreciation and amortization | 608,000,000 | 700,000,000 | 861,000,000 | ||||||||||
Impairment and loss on sale of businesses, net | 138,000,000 | 668,000,000 | 2,123,000,000 | ||||||||||
Total operating costs and expenses | 12,560,000,000 | 13,947,000,000 | 17,231,000,000 | ||||||||||
Income from operations | 650,000,000 | 208,000,000 | (1,878,000,000) | ||||||||||
Interest expense, net | 1,041,000,000 | 976,000,000 | 931,000,000 | ||||||||||
(Gain) loss from early extinguishment of debt | 54,000,000 | (31,000,000) | 40,000,000 | ||||||||||
Equity in earnings of unconsolidated affiliates | (15,000,000) | (22,000,000) | (16,000,000) | ||||||||||
Loss from continuing operations before income taxes | (115,000,000) | (72,000,000) | (149,000,000) | (94,000,000) | (369,000,000) | (204,000,000) | (129,000,000) | (13,000,000) | (430,000,000) | [1] | (715,000,000) | [1] | (2,833,000,000) |
(Benefit from) provision for income taxes | 160,000,000 | (11,000,000) | (449,000,000) | ||||||||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (346,000,000) | 2,000,000 | (146,000,000) | (101,000,000) | (299,000,000) | (308,000,000) | (91,000,000) | (6,000,000) | (590,000,000) | [1] | (704,000,000) | [1] | (2,384,000,000) |
Loss from operations of entities sold or held for sale | (6,000,000) | ||||||||||||
Impairment of hospitals sold or held for sale | 0 | 0 | (6,000,000) | ||||||||||
Loss from discontinued operations, net of taxes | (12,000,000) | ||||||||||||
Net loss | (590,000,000) | (704,000,000) | (2,396,000,000) | ||||||||||
Less: Net income attributable to noncontrolling interests | 85,000,000 | 84,000,000 | 63,000,000 | ||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | $ (373,000,000) | $ (17,000,000) | $ (167,000,000) | $ (118,000,000) | $ (328,000,000) | $ (325,000,000) | $ (110,000,000) | $ (25,000,000) | (675,000,000) | [1] | (788,000,000) | [1] | (2,459,000,000) |
Consolidation, Eliminations [Member] | |||||||||||||
Operating costs and expenses: | |||||||||||||
Equity in earnings of unconsolidated affiliates | (763,000,000) | (2,022,000,000) | (5,918,000,000) | ||||||||||
Loss from continuing operations before income taxes | 763,000,000 | 2,022,000,000 | 5,918,000,000 | ||||||||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | 5,918,000,000 | ||||||||||||
Net loss | 763,000,000 | 2,022,000,000 | 5,918,000,000 | ||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | 763,000,000 | 2,022,000,000 | 5,918,000,000 | ||||||||||
Parent Company [Member] | |||||||||||||
Operating costs and expenses: | |||||||||||||
Equity in earnings of unconsolidated affiliates | 675,000,000 | 788,000,000 | 2,459,000,000 | ||||||||||
Loss from continuing operations before income taxes | (675,000,000) | (788,000,000) | (2,459,000,000) | ||||||||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (2,459,000,000) | ||||||||||||
Net loss | (675,000,000) | (788,000,000) | (2,459,000,000) | ||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | (675,000,000) | (788,000,000) | (2,459,000,000) | ||||||||||
Subsidiary Issuer [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 46,000,000 | (5,000,000) | (22,000,000) | ||||||||||
Operating costs and expenses: | |||||||||||||
Impairment and loss on sale of businesses, net | (2,000,000) | 29,000,000 | |||||||||||
Total operating costs and expenses | (2,000,000) | 29,000,000 | |||||||||||
Income from operations | 48,000,000 | (34,000,000) | (22,000,000) | ||||||||||
Interest expense, net | 425,000,000 | 425,000,000 | 327,000,000 | ||||||||||
(Gain) loss from early extinguishment of debt | 54,000,000 | (32,000,000) | 40,000,000 | ||||||||||
Equity in earnings of unconsolidated affiliates | 99,000,000 | 438,000,000 | 1,888,000,000 | ||||||||||
Loss from continuing operations before income taxes | (530,000,000) | (865,000,000) | (2,277,000,000) | ||||||||||
(Benefit from) provision for income taxes | 145,000,000 | (77,000,000) | 182,000,000 | ||||||||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (2,459,000,000) | ||||||||||||
Net loss | (675,000,000) | (788,000,000) | (2,459,000,000) | ||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | (675,000,000) | (788,000,000) | (2,459,000,000) | ||||||||||
Guarantor Subsidiaries [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 8,246,000,000 | 8,111,000,000 | 7,602,000,000 | ||||||||||
Operating costs and expenses: | |||||||||||||
Salaries and benefits | 3,092,000,000 | 3,030,000,000 | 3,092,000,000 | ||||||||||
Supplies | 1,444,000,000 | 1,426,000,000 | 1,397,000,000 | ||||||||||
Other operating expenses | 2,289,000,000 | 2,109,000,000 | 1,954,000,000 | ||||||||||
Government and other legal settlements and related costs | 93,000,000 | 11,000,000 | (31,000,000) | ||||||||||
Electronic health records incentive reimbursement | (1,000,000) | (8,000,000) | |||||||||||
Lease cost and rent | 168,000,000 | 166,000,000 | 166,000,000 | ||||||||||
Depreciation and amortization | 383,000,000 | 414,000,000 | 434,000,000 | ||||||||||
Impairment and loss on sale of businesses, net | 121,000,000 | 97,000,000 | 608,000,000 | ||||||||||
Total operating costs and expenses | 7,590,000,000 | 7,252,000,000 | 7,612,000,000 | ||||||||||
Income from operations | 656,000,000 | 859,000,000 | (10,000,000) | ||||||||||
Interest expense, net | 667,000,000 | 494,000,000 | 489,000,000 | ||||||||||
(Gain) loss from early extinguishment of debt | 1,000,000 | ||||||||||||
Equity in earnings of unconsolidated affiliates | (26,000,000) | 774,000,000 | 1,555,000,000 | ||||||||||
Loss from continuing operations before income taxes | 15,000,000 | (410,000,000) | (2,054,000,000) | ||||||||||
(Benefit from) provision for income taxes | (6,000,000) | (7,000,000) | (170,000,000) | ||||||||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (1,884,000,000) | ||||||||||||
Loss from operations of entities sold or held for sale | (4,000,000) | ||||||||||||
Impairment of hospitals sold or held for sale | (4,000,000) | ||||||||||||
Loss from discontinued operations, net of taxes | (8,000,000) | ||||||||||||
Net loss | 21,000,000 | (403,000,000) | (1,892,000,000) | ||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | 21,000,000 | (403,000,000) | (1,892,000,000) | ||||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 4,918,000,000 | 6,049,000,000 | 7,773,000,000 | ||||||||||
Operating costs and expenses: | |||||||||||||
Salaries and benefits | 2,855,000,000 | 3,354,000,000 | 4,284,000,000 | ||||||||||
Supplies | 707,000,000 | 929,000,000 | 1,275,000,000 | ||||||||||
Other operating expenses | 1,014,000,000 | 1,387,000,000 | 1,910,000,000 | ||||||||||
Electronic health records incentive reimbursement | (1,000,000) | (3,000,000) | (20,000,000) | ||||||||||
Lease cost and rent | 153,000,000 | 171,000,000 | 228,000,000 | ||||||||||
Depreciation and amortization | 225,000,000 | 286,000,000 | 427,000,000 | ||||||||||
Impairment and loss on sale of businesses, net | 19,000,000 | 542,000,000 | 1,515,000,000 | ||||||||||
Total operating costs and expenses | 4,972,000,000 | 6,666,000,000 | 9,619,000,000 | ||||||||||
Income from operations | (54,000,000) | (617,000,000) | (1,846,000,000) | ||||||||||
Interest expense, net | (51,000,000) | 57,000,000 | 115,000,000 | ||||||||||
Loss from continuing operations before income taxes | (3,000,000) | (674,000,000) | (1,961,000,000) | ||||||||||
(Benefit from) provision for income taxes | 21,000,000 | 73,000,000 | (461,000,000) | ||||||||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (1,500,000,000) | ||||||||||||
Loss from operations of entities sold or held for sale | (2,000,000) | ||||||||||||
Impairment of hospitals sold or held for sale | (2,000,000) | ||||||||||||
Loss from discontinued operations, net of taxes | (4,000,000) | ||||||||||||
Net loss | (24,000,000) | (747,000,000) | (1,504,000,000) | ||||||||||
Less: Net income attributable to noncontrolling interests | 85,000,000 | 84,000,000 | 63,000,000 | ||||||||||
Net loss attributable to Community Health Systems, Inc. stockholders | $ (109,000,000) | $ (831,000,000) | (1,567,000,000) | ||||||||||
Operating Revenues (Net of Contractual Allowances and Discounts) [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 18,398,000,000 | ||||||||||||
Operating Revenues (Net of Contractual Allowances and Discounts) [Member] | Subsidiary Issuer [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | (22,000,000) | ||||||||||||
Operating Revenues (Net of Contractual Allowances and Discounts) [Member] | Guarantor Subsidiaries [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 9,421,000,000 | ||||||||||||
Operating Revenues (Net of Contractual Allowances and Discounts) [Member] | Non-Guarantor Subsidiaries [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 8,999,000,000 | ||||||||||||
Provision for Bad Debts [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 3,045,000,000 | ||||||||||||
Provision for Bad Debts [Member] | Guarantor Subsidiaries [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | 1,819,000,000 | ||||||||||||
Provision for Bad Debts [Member] | Non-Guarantor Subsidiaries [Member] | |||||||||||||
Condensed Consolidating Statements of Income | |||||||||||||
Net operating revenues | $ 1,226,000,000 | ||||||||||||
[1] | Total quarterly amounts may not add due to rounding. |
Supplemental Condensed Consol_6
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Comprehensive (Loss) Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net loss | $ (590) | $ (704) | $ (2,396) |
Other comprehensive (loss) income, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | (3) | 20 | 19 |
Net change in fair value of available-for-sale debt securities, net of tax | 4 | (2) | 8 |
Amortization and recognition of unrecognized pension cost components, net of tax | (1) | 14 | |
Other comprehensive income | 1 | 17 | 41 |
Comprehensive loss | (589) | (687) | (2,355) |
Less: Comprehensive income attributable to noncontrolling interests | 85 | 84 | 63 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | (674) | (771) | (2,418) |
Consolidation, Eliminations [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net loss | 763 | 2,022 | 5,918 |
Other comprehensive (loss) income, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | 3 | (20) | (19) |
Net change in fair value of available-for-sale debt securities, net of tax | (8) | 4 | (16) |
Amortization and recognition of unrecognized pension cost components, net of tax | 2 | (28) | |
Other comprehensive income | (5) | (14) | (63) |
Comprehensive loss | 758 | 2,008 | 5,855 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | 758 | 2,008 | 5,855 |
Parent Company [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net loss | (675) | (788) | (2,459) |
Other comprehensive (loss) income, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | (3) | 20 | 19 |
Net change in fair value of available-for-sale debt securities, net of tax | 4 | (2) | 8 |
Amortization and recognition of unrecognized pension cost components, net of tax | (1) | 14 | |
Other comprehensive income | 1 | 17 | 41 |
Comprehensive loss | (674) | (771) | (2,418) |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | (674) | (771) | (2,418) |
Subsidiary Issuer [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net loss | (675) | (788) | (2,459) |
Other comprehensive (loss) income, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | (3) | 20 | 19 |
Net change in fair value of available-for-sale debt securities, net of tax | 4 | (2) | 8 |
Amortization and recognition of unrecognized pension cost components, net of tax | (1) | 14 | |
Other comprehensive income | 1 | 17 | 41 |
Comprehensive loss | (674) | (771) | (2,418) |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | (674) | (771) | (2,418) |
Guarantor Subsidiaries [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net loss | 21 | (403) | (1,892) |
Other comprehensive (loss) income, net of income taxes: | |||
Net change in fair value of available-for-sale debt securities, net of tax | 4 | (2) | 8 |
Amortization and recognition of unrecognized pension cost components, net of tax | (1) | 14 | |
Other comprehensive income | 4 | (3) | 22 |
Comprehensive loss | 25 | (406) | (1,870) |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | 25 | (406) | (1,870) |
Non-Guarantor Subsidiaries [Member] | |||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | |||
Net loss | (24) | (747) | (1,504) |
Other comprehensive (loss) income, net of income taxes: | |||
Comprehensive loss | (24) | (747) | (1,504) |
Less: Comprehensive income attributable to noncontrolling interests | 85 | 84 | 63 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | $ (109) | $ (831) | $ (1,567) |
Supplemental Condensed Consol_7
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Balance Sheet) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 216 | $ 196 | ||
Patient accounts receivable | 2,258 | 2,352 | ||
Supplies | 354 | 402 | ||
Prepaid income taxes | 48 | 3 | ||
Prepaid expenses and taxes | 193 | 196 | ||
Other current assets | 358 | 400 | ||
Total current assets | 3,427 | 3,549 | ||
Property and equipment, net | 5,608 | 6,139 | ||
Goodwill | 4,328 | 4,559 | $ 4,723 | |
Deferred income taxes | 38 | 69 | ||
Other assets, net | 2,208 | 1,543 | ||
Total assets | 15,609 | 15,859 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 20 | 204 | ||
Current operating lease liabilities | 136 | |||
Accounts payable | 811 | 887 | ||
Accrued interest | 189 | 206 | ||
Accrued liabilities | 1,126 | 1,095 | ||
Total current liabilities | 2,282 | 2,392 | ||
Long-term debt | 13,385 | 13,392 | ||
Deferred income taxes | 200 | 26 | ||
Long-term operating lease liabilities | 487 | |||
Other long-term liabilities | 894 | 1,008 | ||
Total liabilities | 17,248 | 16,818 | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 502 | 504 | ||
Community Health Systems, Inc. stockholders' deficit: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 2,008 | 2,017 | ||
Accumulated other comprehensive (loss) income | (9) | (10) | (21) | |
(Accumulated deficit) retained earnings | (4,218) | (3,543) | ||
Total Community Health Systems, Inc. stockholders' deficit | (2,218) | (1,535) | ||
Noncontrolling interests in equity of consolidated subsidiaries | 77 | 72 | ||
Total stockholders' deficit | (2,141) | (1,463) | $ (692) | $ 1,728 |
Total liabilities and stockholders' deficit | 15,609 | 15,859 | ||
Consolidation, Eliminations [Member] | ||||
Current assets: | ||||
Intercompany receivable | (24,625) | (23,855) | ||
Net investment in subsidiaries | (34,169) | (32,526) | ||
Total assets | (58,794) | (56,381) | ||
Current liabilities: | ||||
Intercompany payable | (64,045) | (60,876) | ||
Total liabilities | (64,045) | (60,876) | ||
Community Health Systems, Inc. stockholders' deficit: | ||||
Additional paid-in capital | 1,297 | 1,121 | ||
Accumulated other comprehensive (loss) income | 19 | 24 | ||
(Accumulated deficit) retained earnings | 3,935 | 3,350 | ||
Total Community Health Systems, Inc. stockholders' deficit | 5,251 | 4,495 | ||
Total stockholders' deficit | 5,251 | 4,495 | ||
Total liabilities and stockholders' deficit | (58,794) | (56,381) | ||
Parent Company [Member] | ||||
Current assets: | ||||
Prepaid income taxes | 48 | 3 | ||
Total current assets | 48 | 3 | ||
Deferred income taxes | 38 | 69 | ||
Other assets, net | (4) | |||
Total assets | 82 | 72 | ||
Current liabilities: | ||||
Intercompany payable | 2,099 | 1,572 | ||
Deferred income taxes | 200 | 26 | ||
Other long-term liabilities | 1 | 9 | ||
Total liabilities | 2,300 | 1,607 | ||
Community Health Systems, Inc. stockholders' deficit: | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 2,008 | 2,017 | ||
Accumulated other comprehensive (loss) income | (9) | (10) | ||
(Accumulated deficit) retained earnings | (4,218) | (3,543) | ||
Total Community Health Systems, Inc. stockholders' deficit | (2,218) | (1,535) | ||
Total stockholders' deficit | (2,218) | (1,535) | ||
Total liabilities and stockholders' deficit | 82 | 72 | ||
Subsidiary Issuer [Member] | ||||
Current assets: | ||||
Intercompany receivable | 11,961 | 12,615 | ||
Other assets, net | 25 | |||
Net investment in subsidiaries | 21,736 | 20,742 | ||
Total assets | 33,697 | 33,382 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 155 | |||
Accounts payable | 11 | |||
Accrued interest | 189 | 205 | ||
Accrued liabilities | 1 | 1 | ||
Total current liabilities | 201 | 361 | ||
Long-term debt | 13,116 | 13,167 | ||
Intercompany payable | 22,518 | 21,318 | ||
Other long-term liabilities | 2 | 2 | ||
Total liabilities | 35,837 | 34,848 | ||
Community Health Systems, Inc. stockholders' deficit: | ||||
Additional paid-in capital | (487) | (329) | ||
Accumulated other comprehensive (loss) income | (9) | (10) | ||
(Accumulated deficit) retained earnings | (1,644) | (1,127) | ||
Total Community Health Systems, Inc. stockholders' deficit | (2,140) | (1,466) | ||
Total stockholders' deficit | (2,140) | (1,466) | ||
Total liabilities and stockholders' deficit | 33,697 | 33,382 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 142 | 132 | ||
Patient accounts receivable | 1,822 | 1,844 | ||
Supplies | 242 | 269 | ||
Prepaid expenses and taxes | 152 | 134 | ||
Other current assets | 72 | 84 | ||
Total current assets | 2,430 | 2,463 | ||
Intercompany receivable | 5,674 | 4,882 | ||
Property and equipment, net | 4,206 | 4,371 | ||
Goodwill | 2,628 | 2,704 | ||
Other assets, net | 1,203 | 796 | ||
Net investment in subsidiaries | 12,433 | 11,784 | ||
Total assets | 28,574 | 27,000 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 18 | 22 | ||
Current operating lease liabilities | 82 | |||
Accounts payable | 518 | 574 | ||
Accrued liabilities | 650 | 531 | ||
Total current liabilities | 1,268 | 1,127 | ||
Long-term debt | 208 | 151 | ||
Intercompany payable | 26,029 | 24,901 | ||
Long-term operating lease liabilities | 265 | |||
Other long-term liabilities | 580 | 619 | ||
Total liabilities | 28,350 | 26,798 | ||
Community Health Systems, Inc. stockholders' deficit: | ||||
Additional paid-in capital | 198 | 193 | ||
Accumulated other comprehensive (loss) income | (11) | (11) | ||
(Accumulated deficit) retained earnings | 37 | 20 | ||
Total Community Health Systems, Inc. stockholders' deficit | 224 | 202 | ||
Total stockholders' deficit | 224 | 202 | ||
Total liabilities and stockholders' deficit | 28,574 | 27,000 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 74 | 64 | ||
Patient accounts receivable | 436 | 508 | ||
Supplies | 112 | 133 | ||
Prepaid expenses and taxes | 41 | 62 | ||
Other current assets | 286 | 316 | ||
Total current assets | 949 | 1,083 | ||
Intercompany receivable | 6,990 | 6,358 | ||
Property and equipment, net | 1,402 | 1,768 | ||
Goodwill | 1,700 | 1,855 | ||
Other assets, net | 1,009 | 722 | ||
Total assets | 12,050 | 11,786 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 2 | 27 | ||
Current operating lease liabilities | 54 | |||
Accounts payable | 282 | 313 | ||
Accrued interest | 1 | |||
Accrued liabilities | 475 | 563 | ||
Total current liabilities | 813 | 904 | ||
Long-term debt | 61 | 74 | ||
Intercompany payable | 13,399 | 13,085 | ||
Long-term operating lease liabilities | 222 | |||
Other long-term liabilities | 311 | 378 | ||
Total liabilities | 14,806 | 14,441 | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 502 | 504 | ||
Community Health Systems, Inc. stockholders' deficit: | ||||
Additional paid-in capital | (1,008) | (985) | ||
Accumulated other comprehensive (loss) income | 1 | (3) | ||
(Accumulated deficit) retained earnings | (2,328) | (2,243) | ||
Total Community Health Systems, Inc. stockholders' deficit | (3,335) | (3,231) | ||
Noncontrolling interests in equity of consolidated subsidiaries | 77 | 72 | ||
Total stockholders' deficit | (3,258) | (3,159) | ||
Total liabilities and stockholders' deficit | $ 12,050 | $ 11,786 |
Supplemental Condensed Consol_8
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Cash Flows) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | $ 385 | $ 274 | $ 773 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related businesses | (13) | (26) | (6) |
Purchases of property and equipment | (438) | (527) | (564) |
Proceeds from disposition of hospitals and other ancillary operations | 604 | 405 | 1,692 |
Proceeds from sale of property and equipment | 3 | 8 | 7 |
Purchases of available-for-sale debt securities and equity securities | (80) | (78) | (125) |
Proceeds from sales of available-for-sale debt securities and equity securities | 92 | 114 | 208 |
Increase in other investments | (170) | (141) | (143) |
Net cash (used in) provided by investing activities | (2) | (245) | 1,069 |
Cash flows from financing activities: | |||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) | (5) |
Deferred financing costs and other debt-related costs | (46) | (96) | (66) |
Proceeds from noncontrolling investors in joint ventures | 10 | 3 | 5 |
Redemption of noncontrolling investments in joint ventures | (11) | (31) | (6) |
Distributions to noncontrolling investors in joint ventures | (99) | (96) | (100) |
Proceeds from sale-lease back | 60 | ||
Borrowings under credit agreements | 37 | 28 | 841 |
Issuance of long-term debt | 3,042 | 1,033 | 3,100 |
Proceeds from ABL facility | 202 | 797 | 105 |
Repayments of long-term indebtedness | (3,557) | (2,033) | (5,391) |
Net cash used in financing activities | (363) | (396) | (1,517) |
Net change in cash and cash equivalents | 20 | (367) | 325 |
Cash and cash equivalents at beginning of period | 196 | 563 | 238 |
Cash and cash equivalents at end of period | 216 | 196 | 563 |
Parent Company [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | (4) | 40 | (12) |
Cash flows from financing activities: | |||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) | (5) |
Changes in intercompany balances with affiliates, net | 5 | (39) | 17 |
Net cash used in financing activities | 4 | (40) | 12 |
Subsidiary Issuer [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | (348) | (409) | (317) |
Cash flows from investing activities: | |||
Proceeds from disposition of hospitals and other ancillary operations | 18 | ||
Increase in other investments | (7) | ||
Net cash (used in) provided by investing activities | 18 | (7) | |
Cash flows from financing activities: | |||
Deferred financing costs and other debt-related costs | (46) | (96) | (65) |
Changes in intercompany balances with affiliates, net | 619 | 99 | 1,565 |
Borrowings under credit agreements | 795 | ||
Issuance of long-term debt | 3,042 | 1,033 | 3,100 |
Proceeds from ABL facility | 202 | 748 | |
Repayments of long-term indebtedness | (3,487) | (1,368) | (5,078) |
Net cash used in financing activities | 330 | 416 | 317 |
Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | 600 | 560 | 431 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related businesses | (6) | (3) | (1) |
Purchases of property and equipment | (366) | (408) | (356) |
Proceeds from disposition of hospitals and other ancillary operations | 30 | 1 | 122 |
Proceeds from sale of property and equipment | 1 | 5 | 3 |
Purchases of available-for-sale debt securities and equity securities | (19) | (54) | (91) |
Proceeds from sales of available-for-sale debt securities and equity securities | 31 | 79 | 172 |
Increase in other investments | (123) | (112) | (100) |
Net cash (used in) provided by investing activities | (452) | (492) | (251) |
Cash flows from financing activities: | |||
Deferred financing costs and other debt-related costs | (1) | ||
Changes in intercompany balances with affiliates, net | (189) | 176 | 331 |
Proceeds from sale-lease back | 60 | ||
Borrowings under credit agreements | 36 | 28 | 30 |
Proceeds from ABL facility | 49 | 105 | |
Repayments of long-term indebtedness | (45) | (655) | (285) |
Net cash used in financing activities | (138) | (402) | 180 |
Net change in cash and cash equivalents | 10 | (334) | 360 |
Cash and cash equivalents at beginning of period | 132 | 466 | 106 |
Cash and cash equivalents at end of period | 142 | 132 | 466 |
Non-Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities: | |||
Net cash (used in) provided by operating activities | 137 | 83 | 671 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related businesses | (7) | (23) | (5) |
Purchases of property and equipment | (72) | (119) | (208) |
Proceeds from disposition of hospitals and other ancillary operations | 556 | 404 | 1,570 |
Proceeds from sale of property and equipment | 2 | 3 | 4 |
Purchases of available-for-sale debt securities and equity securities | (61) | (24) | (34) |
Proceeds from sales of available-for-sale debt securities and equity securities | 61 | 35 | 36 |
Increase in other investments | (47) | (22) | (43) |
Net cash (used in) provided by investing activities | 432 | 254 | 1,320 |
Cash flows from financing activities: | |||
Proceeds from noncontrolling investors in joint ventures | 10 | 3 | 5 |
Redemption of noncontrolling investments in joint ventures | (11) | (31) | (6) |
Distributions to noncontrolling investors in joint ventures | (99) | (96) | (100) |
Changes in intercompany balances with affiliates, net | (435) | (236) | (1,913) |
Borrowings under credit agreements | 1 | 16 | |
Repayments of long-term indebtedness | (25) | (10) | (28) |
Net cash used in financing activities | (559) | (370) | (2,026) |
Net change in cash and cash equivalents | 10 | (33) | (35) |
Cash and cash equivalents at beginning of period | 64 | 97 | 132 |
Cash and cash equivalents at end of period | $ 74 | $ 64 | $ 97 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Year | $ 3,773 | |||
Acquisitions and Dispositions | (21) | |||
Charged to Costs and Expenses | 3,054 | |||
Write-offs | (2,936) | |||
Balance at End of Year | $ 3,870 | |||
Patient accounts receivable, net of allowance for doubtful accounts | $ 2,258 | $ 2,352 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Patient accounts receivable, net of allowance for doubtful accounts | $ 3,900 |