Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 23, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
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, $.01 par value | |
Trading Symbol | CYH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 119,618,984 | |
Entity Central Index Key | 0001108109 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Net operating revenues | $ 2,519 | $ 3,302 | $ 5,544 | $ 6,679 |
Operating costs and expenses: | ||||
Salaries and benefits | 1,282 | 1,488 | 2,690 | 3,030 |
Supplies | 418 | 539 | 916 | 1,097 |
Other operating expenses | 736 | 893 | 1,472 | 1,704 |
Government and other legal settlements and related costs | 2 | 4 | 4 | 9 |
Lease cost and rent | 82 | 81 | 163 | 162 |
Pandemic relief funds | (448) | (448) | ||
Depreciation and amortization | 141 | 153 | 285 | 305 |
Impairment and loss on sale of businesses, net | 10 | 33 | 56 | 71 |
Total operating costs and expenses | 2,223 | 3,191 | 5,138 | 6,378 |
Income from operations | 296 | 111 | 406 | 301 |
Interest expense, net | 260 | 265 | 523 | 522 |
Loss from early extinguishment of debt | 4 | 31 | ||
Equity in earnings of unconsolidated affiliates | 1 | (5) | (6) | (9) |
Income (loss) before income taxes | 35 | (149) | (115) | (243) |
(Benefit from) provision for income taxes | (58) | (3) | (241) | 3 |
Net income (loss) | 93 | (146) | 126 | (246) |
Less: Net income attributable to noncontrolling interests | 23 | 21 | 39 | 39 |
Net income (loss) attributable to Community Health Systems, Inc. stockholders | $ 70 | $ (167) | $ 87 | $ (285) |
Earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders: | ||||
Basic | $ 0.61 | $ (1.47) | $ 0.76 | $ (2.51) |
Diluted | $ 0.61 | $ (1.47) | $ 0.76 | $ (2.51) |
Weighted-average number of shares outstanding: | ||||
Basic | 114,972,408 | 113,862,097 | 114,636,963 | 113,561,523 |
Diluted | 115,013,661 | 113,862,097 | 114,696,496 | 113,561,523 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 93 | $ (146) | $ 126 | $ (246) |
Other comprehensive income (loss), net of income taxes: | ||||
Net change in fair value of interest rate swaps, net of tax | (2) | |||
Net change in fair value of available-for-sale debt securities, net of tax | 2 | 2 | 4 | 4 |
Other comprehensive income | 2 | 2 | 4 | 2 |
Comprehensive income (loss) | 95 | (144) | 130 | (244) |
Less: Comprehensive income attributable to noncontrolling interests | 23 | 21 | 39 | 39 |
Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders | $ 72 | $ (165) | $ 91 | $ (283) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,552 | $ 216 |
Patient accounts receivable | 1,925 | 2,258 |
Supplies | 337 | 354 |
Prepaid income taxes | 47 | 48 |
Prepaid expenses and taxes | 178 | 193 |
Other current assets | 374 | 358 |
Total current assets | 4,413 | 3,427 |
Property and equipment | 9,328 | 9,653 |
Less accumulated depreciation and amortization | (4,019) | (4,045) |
Property and equipment, net | 5,309 | 5,608 |
Goodwill | 4,225 | 4,328 |
Deferred income taxes | 107 | 38 |
Other assets, net | 2,361 | 2,208 |
Total assets | 16,415 | 15,609 |
Current liabilities: | ||
Current maturities of long-term debt | 30 | 20 |
Current operating lease liabilities | 135 | 136 |
Accounts payable | 677 | 811 |
Accrued liabilities: | ||
Employee compensation | 492 | 594 |
Accrued interest | 211 | 189 |
Other | 1,877 | 532 |
Total current liabilities | 3,422 | 2,282 |
Long-term debt | 13,106 | 13,385 |
Deferred income taxes | 29 | 200 |
Long-term operating lease liabilities | 508 | 487 |
Other long-term liabilities | 913 | 894 |
Total liabilities | 17,978 | 17,248 |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 489 | 502 |
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; 119,628,652 shares issued and outstanding at June 30, 2020, and 117,822,631 shares issued and outstanding at December 31, 2019 | 1 | 1 |
Additional paid-in capital | 2,008 | 2,008 |
Accumulated other comprehensive loss | (5) | (9) |
Accumulated deficit | (4,131) | (4,218) |
Total Community Health Systems, Inc. stockholders’ deficit | (2,127) | (2,218) |
Noncontrolling interests in equity of consolidated subsidiaries | 75 | 77 |
Total stockholders’ deficit | (2,052) | (2,141) |
Total liabilities and stockholders’ deficit | $ 16,415 | $ 15,609 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
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 | 119,628,652 | 117,822,631 |
Common stock, shares outstanding | 119,628,652 | 117,822,631 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 126 | $ (246) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 285 | 305 |
Deferred income taxes | (242) | 2 |
Government and other legal settlements and related costs | 4 | 9 |
Stock-based compensation expense | 5 | 6 |
Impairment and loss on sale of businesses, net | 56 | 71 |
Loss from early extinguishment of debt | 4 | 31 |
Other non-cash expenses, net | 73 | 101 |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||
Patient accounts receivable | 313 | (7) |
Supplies, prepaid expenses and other current assets | 21 | 72 |
Medicare accelerated payments | 1,158 | |
Unrecognized pandemic relief funds | 116 | |
Accounts payable, accrued liabilities and income taxes | (160) | 25 |
Other | (49) | (104) |
Net cash provided by operating activities | 1,710 | 265 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related businesses | (13) | |
Purchases of property and equipment | (192) | (212) |
Proceeds from disposition of hospitals and other ancillary operations | 152 | 161 |
Proceeds from sale of property and equipment | 2 | 1 |
Purchases of available-for-sale debt securities and equity securities | (39) | (39) |
Proceeds from sales of available-for-sale debt securities and equity securities | 43 | 52 |
Increase in other investments | (19) | (97) |
Net cash used in investing activities | (53) | (147) |
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 | (32) | (28) |
Proceeds from noncontrolling investors in joint ventures | 2 | |
Redemption of noncontrolling investments in joint ventures | (2) | (2) |
Distributions to noncontrolling investors in joint ventures | (57) | (57) |
Proceeds from sale-lease back | 2 | |
Other borrowings | 31 | 23 |
Issuance of long-term debt | 1,462 | 2,034 |
Proceeds from ABL Facility | 540 | 25 |
Repayments of long-term indebtedness | (2,264) | (2,103) |
Net cash used in financing activities | (321) | (107) |
Net change in cash and cash equivalents | 1,336 | 11 |
Cash and cash equivalents at beginning of period | 216 | 196 |
Cash and cash equivalents at end of period | 1,552 | 207 |
Supplemental disclosure of cash flow information: | ||
Interest payments | (486) | (318) |
Income tax refunds (payments), net | $ 2 | $ 3 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of June 30, 2020 and December 31, 2019 and for the three-month and six-month periods ended June 30, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. All intercompany transactions and balances have been eliminated. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2020. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. Certain information and disclosures normally included in the notes to the consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2019, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2020 (“2019 Form 10-K”). Certain prior period amounts have been reclassified to conform to the current period presentation within the condensed consolidated statements of cash flows. During the first quarter of 2020, the Company early adopted the SEC’s Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities rules, which simplify the disclosure requirements related to the Company’s registered debt securities under Rule 3-10 of Regulation S-X (see Note 15). Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity on the condensed consolidated balance sheets to distinguish between the interests of the Parent Company and the interests of the noncontrolling owners. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the condensed consolidated balance sheets. 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 include the Company’s corporate office costs at its Franklin, Tennessee office, which were $57 million and $43 million for the three months ended June 30, 2020 and 2019, respectively, and $95 million and $86 million for the six months ended June 30, 2020 and 2019, respectively. Included in these corporate office costs is stock-based compensation of Throughout these notes to the condensed consolidated financial statements, Community Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of Community Health Systems, Inc. Revenue Recognition. 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 each of the three and six month periods ended June 30, 2020 and June 30, 2019, the impact of changes to the inputs used to determine the transaction price was considered immaterial. Currently, several 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 (“CMS”) 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 three and six months ended June 30, 2020 and 2019 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Medicare $ 607 $ 819 $ 1,363 $ 1,708 Medicaid 341 452 748 880 Managed Care and other third-party payors 1,626 1,993 3,458 4,019 Self-pay (55 ) 38 (25 ) 72 Total $ 2,519 $ 3,302 $ 5,544 $ 6,679 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 $81 million and $83 million as of June 30, 2020 and December 31, 2019, respectively, and these amounts are included in accrued liabilities-other in the accompanying condensed consolidated balance sheets. Amounts due from third-party payors were $124 million and $137 million as of June 30, 2020 and December 31, 2019, respectively, and are included in other current assets in the accompanying condensed consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 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 $ 138 Accounting for the Impairment or Disposal of Long-Lived Assets. During the six months ended June 30, 2020, the Company recorded a total combined net impairment charge and loss on disposal of approximately $56 million, of which approximately $ 64 million was recorded to adjust the carrying value of long-lived assets at several hospitals where the Company is in discussions with potential buyers for divestiture at a sales price that indicates a fair value below carrying value. Approximately $13 million was recorded related to certain hospitals that have been classified as held for sale based on the difference between the carrying value of the hospital disposal groups compared to their estimated fair value less costs to sell. The impairment charge was partially offset by a gain of approximately $21 million related to three hospitals sold on January 1, 2020 and two hospitals sold on May 1, 2020. During the six months ended June 30, 2020, a net allocation of approximately $103 million of goodwill was allocated from the hospital operations reporting unit based on a calculation of each 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 six months ended June 30, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $71 million to reduce the carrying value of closed hospitals and certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Included in the carrying value of the hospital disposal groups at June 30, 2019 is a net allocation of approximately $68 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. COVID-19 Pandemic. In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus. In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 have adversely affected the Company’s results of operations. Where applicable, the impact resulting from the COVID-19 pandemic during the three and six months ended June 30, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, and the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020. Together, the CARES Act and the PPPHCE Act include $175 billion in funding to be distributed to eligible providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers may request accelerated payment of up to 100% of their Medicare payment amount for a six-month CARES Act and PPPHCE Act Funds During the three months ended June 30, 2020, the Company received approximately $564 million in payments through the PHSSEF in both general and targeted distributions, net of amounts received for previously divested entities that are required to be repaid to HHS. Approximately $448 underlying con ditions are met. Amounts not recognized as a reduction to operating costs and expenses or that have not been refunded to HHS as of June 30, 2020, are reflected within accrued liabilities -other in the condensed consolidated balance sheet , and such unrecognized amounts may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are met . As further discussed in Note 14, the Company has received distributions from the PHSSEF in July 2020 totaling approximately $ million , which did not qualify for recognition as a reduction to operating costs and expenses during the three months ended June 30, 2020 . Medicare Accelerated Payments Medicare accelerated payments of approximately $1.2 billion were received by the Company during the three months ended June 30, 2020. These are advances that must be repaid. The Medicare accelerated payments are interest free for up to 12 months and the program currently requires that CMS recoup the accelerated payments beginning 120 days after receipt by the provider, by withholding future Medicare fee-for-service payments for claims until such time as the full accelerated payment has been recouped. The program currently requires that any outstanding balance remaining after 12 months must be repaid by the provider or be subjected to a 10.25% annual interest rate. Effective April 26, 2020, CMS is reevaluating pending and new applications for accelerated payments in light of significant other relief provided by the CARES Act and the PPPHCE Act. Accordingly, the Company does not expect to receive additional Medicare accelerated payments. Recoupment of accelerated payments received by the Company is currently expected to begin in August 2020. As of June 30, 2020, Medicare accelerated payments are reflected within accrued liabilities-other in the condensed consolidated balance sheet. New Accounting Pronouncements . In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria that reference the London Interbank Offered Rate (“LIBOR”) or another rate that is expected to be discontinued. The amendments in the ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial position or results of operations. The Company has evaluated all other recently issued, but not yet effective, ASUs and does not expect the eventual adoption of these ASUs to have a material impact on its condensed consolidated financial position or results of operations. |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
ACCOUNTING FOR STOCK-BASED COMPENSATION | 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 20, 2020 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 12, 2020 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. 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 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 June 30, 2020, 10,384,418 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 is equal to the fair value of the Company’s common stock on the option grant date. The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Effect on loss before income taxes $ (3 ) $ (3 ) $ (5 ) $ (6 ) Effect on net income (loss) $ (2 ) $ (2 ) $ (4 ) $ (4 ) At June 30, 2020, $21 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 26 months. Of that amount, $3 million related to outstanding unvested stock options was expected to be recognized over a weighted-average period of 28 months and $18 million related to outstanding unvested restricted stock and restricted stock units was expected to be recognized over a weighted-average period of 26 months. There were no modifications to awards during the three or six months ended June 30, 2020 and 2019. The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Expected volatility N/A 67.5 % 73.5 % 68.4 % Expected dividends N/A — — — Expected term N/A 6.0 years 6 years 5.6 years Risk-free interest rate N/A 1.9 % 1.0 % 2.6 % In determining the expected term, the Company examined concentrations of option holdings and historical patterns of option exercises and forfeitures, as well as forward-looking factors, in an effort to determine if there were any discernable employee populations. From this analysis, the Company identified two primary employee populations, one consisting of certain senior executives and the other consisting of substantially all other recipients. The expected volatility rate was estimated based on historical volatility. In determining expected volatility, the Company also reviewed the market-based implied volatility of actively traded options of its common stock and determined that historical volatility utilized to estimate the expected volatility rate did not differ significantly from the implied volatility. The expected term computation is based on historical exercise and cancellation patterns and forward-looking factors, where present, for each population identified. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company adjusts the estimated forfeiture rate to its actual experience. Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of June 30, 2020, and changes during each of the three-month periods following December 31, 2019, was as follows (in millions, except share and per share data): Weighted- Aggregate Weighted- Average Intrinsic Average Remaining Value as of Exercise Contractual June 30, Shares Price Term 2020 Outstanding at December 31, 2019 1,110,134 16.90 5.6 years Granted 946,500 4.93 Exercised — — Forfeited and cancelled (159,938 ) 33.90 Outstanding at March 31, 2020 1,896,696 9.50 Granted — — Exercised — — Forfeited and cancelled (31,667 ) 31.90 Outstanding at June 30, 2020 1,865,029 $ 9.12 8.0 years $ — Exercisable at June 30, 2020 502,525 $ 20.45 4.2 years $ — No stock options were granted during the three months ended June 30, 2020. The weighted-average grant date fair value of stock options granted during the three months ended June 30, 2019 was $1.63, and during the six months ended June 30, 2020 and 2019 was $3.17 and $2.36, respectively. The aggregate intrinsic value (calculated as the number of in-the-money stock options multiplied by the difference between the Company’s closing stock price on the last trading day of the reporting period ($3.01) 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 June 30, 2020. This amount changes based on the market value of the Company’s common stock. There were no options exercised during the three or six months ended June 30, 2020 and 2019. 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 performance-based awards granted on or after March 1, 2017, the performance objectives have been measured cumulatively over a three-year The entire restricted stock awards subject to performance objectives granted on March 1, 2017 were forfeited during the six months ended June 30, 2020 as a result of the minimum level of the applicable cumulative performance objectives for the 2017-2019 performance period not having been met. Restricted stock outstanding under the 2009 Plan as of June 30, 2020, and changes during each of the three-month periods following December 31, 2019, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2019 3,857,402 $ 5.47 Granted 2,197,500 4.90 Vested (988,650 ) 5.77 Forfeited (328,500 ) 9.19 Unvested at March 31, 2020 4,737,752 4.89 Granted 4,000 3.19 Vested (96,677 ) 6.81 Forfeited (26,335 ) 5.00 Unvested at June 30, 2020 4,618,740 4.84 Restricted stock units (“RSUs”) have been granted to the Company’s non-management directors under the 2009 Plan. Each of the Company’s then serving non-management directors received grants under the 2009 Plan of 34,068 RSUs and 34,483 RSUs on March 1, 2019 and 2020, respectively. Each of the 2019 and 2020 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. Beginning with the 2020 grant, each non-management director may elect, prior to the beginning of the calendar year in which the award is granted, to defer the receipt of shares of the Company’s common stock issuable upon vesting until either his or her (i) separation from service with the Company or (ii) attainment of an age specified in advance by the non-management director. RSUs outstanding under the 2009 Plan as of June 30, 2020, and changes during each of the three-month periods following December 31, 2019, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2019 541,576 $ 5.13 Granted 310,347 4.93 Vested (238,184 ) 5.47 Forfeited — — Unvested at March 31, 2020 613,739 4.89 Granted — — Vested — — Forfeited — — Unvested at June 30, 2020 613,739 4.89 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2020 | |
Acquisitions And Divestitures [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 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 condensed consolidated statements of income (loss) were less than $ 1 1 During the six months ended June 30, 2020, one or more subsidiaries of the Company paid less than $1 million to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. The Company allocated the purchase price to property and equipment, working capital and goodwill. Divestitures The following table provides a summary of hospitals that the Company divested during the six months ended June 30, 2020 and the year ended December 31, 2019: Licensed Hospital Buyer City, State Beds Effective Date 2020 Divestitures: Shands Live Oak Regional Medical Center HCA Healthcare, Inc. ( “ Live Oak, FL 25 May 1, 2020 Shands Starke Regional Medical Center HCA Starke, FL 49 May 1, 2020 Southside Regional Medical Center Bon Secours Mercy Health System Petersburg, VA 300 January 1, 2020 Southampton Memorial Hospital Bon Secours Mercy Health System Franklin, VA 105 January 1, 2020 Southern Virginia Regional Medical Center Bon Secours Mercy Health System Emporia, VA 80 January 1, 2020 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 On March 18, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of Northern Louisiana Medical Center (130 licensed beds) in Ruston, Louisiana to affiliates of Allegiance Health Management, Inc. This disposition was completed on July 1, 2020, as further described in Note 14 below. On April 20, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of San Angelo Community Medical Center (171 licensed beds) in San Angelo, Texas to affiliates of Shannon Health System. On April 27, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of each of Abilene Regional Medical Center (231 licensed beds) in Abilene, Texas and Brownwood Regional Medical Center (188 licensed beds) in Brownwood, Texas to subsidiaries of Hendrick Health System. On April 27, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of the majority ownership interest in St. Cloud Regional Medical Center (84 licensed beds) in St. Cloud, Florida to affiliates of Orlando Health, Inc., who already hold the minority ownership interest. This disposition was completed on July 1, 2020, as further described in Note 14 below. On May 28, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of the Company’s ownership interest in Hill Regional Hospital (25 licensed beds) in Hillsboro, Texas to AHRK Holdings, LLC. On June 25, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all the assets of Bayfront Health St. Petersburg (480 licensed beds) in St. Petersburg, Florida to affiliates of Orlando Health, Inc. The following table discloses amounts included in the condensed consolidated balance sheets for the hospitals classified as held for sale as of June 30, 2020 and December 31, 2019 (in millions). Other assets, net primarily includes the net property and equipment for hospitals held for sale. No divestitures or potential divestitures meet the criteria for reporting as a discontinued operation. June 30, 2020 December 31, 2019 Other current assets $ 52 $ 25 Other assets, net 453 262 Accrued liabilities 128 43 Other Hospital Closures During the three months ended June 30, 2020, one or more affiliates of the Company entered into a settlement and termination agreement with the Lake Shore Hospital Authority for the planned closure of the Shands Lake Shore Regional Medical Center in Lake City, Florida. The closure is currently expected to be completed by August 31, 2020. An immaterial adjustment was recorded during the three months ended June 30, 2020 to adjust the supplies, inventory and long-lived assets to fair value. 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 $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 2019, the Company recorded an impairment charge of approximately $9 million to further adjust the fair value of the supplies, inventory and long-lived assets of these hospitals, including property and equipment and capitalized software costs, based on the Company’s updated evaluation of their estimated fair value and future utilization and consideration of costs to dispose of such assets. There were no hospital closures during the six months ended June 30, 2020. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 4. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the six months ended June 30, 2020 are as follows (in millions): Balance, as of December 31, 2019 Goodwill $ 7,142 Accumulated impairment losses (2,814 ) 4,328 Goodwill allocated to hospitals held for sale (103 ) Balance, as of June 30, 2020 Goodwill 7,039 Accumulated impairment losses (2,814 ) $ 4,225 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 meets the criteria to be classified as a reporting unit. At June 30, 2020, after giving effect to 2020 divestiture activity, the Company had approximately $4.2 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. The Company performed its last annual goodwill impairment evaluation during the fourth quarter of 2019 using an October 31, 2019 measurement date, which indicated no impairment. The Company estimates the fair value 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 evaluation as of the October 31, 2019 measurement date, the reduction in the Company’s fair value and the resulting goodwill impairment charges recorded in 2016 and 2017 reduced the carrying value of the Company’s hospital operations reporting unit to an amount equal to its estimated fair value 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 and 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. A detailed evaluation of potential impairment indicators was performed as of June 30, 2020, which specifically considered the volatility of the fair market value of the Company’s outstanding senior secured and unsecured notes and common stock during the six months ended June 30, 2020, as well as declines in patient volumes and net operating revenues resulting from the COVID-19 pandemic. On the basis of available evidence as of June 30, 2020, no indicators of impairment were identified. Future estimates of fair value could be adversely affected if the actual outcome of one or more of the assumptions described above changes materially in the future, including a decline in or volatility of the Company’s stock price and the fair value of its long-term debt, lower than expected hospital volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of fair value, the risks of which are amplified by the COVID-19 pandemic, 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 six months ended June 30, 2020. The gross carrying amount of the Company’s other intangible assets subject to amortization was $ 1 The gross carrying amount of capitalized software for internal use was approximately $ 1.1 $31 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 5. INCOME TAXES The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was approximately $1 million as of June 30, 2020. A total of approximately $1 million of interest and penalties is included in the amount of the liability for uncertain tax positions at June 30, 2020. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its condensed consolidated statements of income (loss) as income tax expense. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities; however, the Company does not anticipate the change will have a material impact on the Company’s condensed consolidated results of operations or financial position. The Company’s federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to the Company’s consolidated results of operations or 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 condensed consolidated results of operations or financial position. The Company has extended the federal statute of limitations through June 30, 2021 for Community Health Systems, Inc. for the tax periods ended December 31, 2014 and 2015. The Company’s federal income tax return for the 2018 tax year is under examination by the Internal Revenue Service. The Company’s effective tax rates were (165.7)% and 2.0% for the three months ended June 30, 2020 and 2019, respectively, and 209.6% and (1.2)% for the six months ended June 30, 2020 and 2019, respectively. The difference in the Company’s effective tax rate for the three and six months ended June 30, 2020, when compared to the three and six months ended June 30, 2019, was primarily due to changes in tax benefits as a result of an increase to the deductible interest expense allowed for 2019 and 2020 under the CARES Act that was enacted during the three months ended March 31, 2020 Cash paid for income taxes, net of refunds received, resulted in a net payment of less than $1 million during the three months ended June 30, 2020, and a net refund of approximately $3 million during the three months ended June 30, 2019, and a net refund of $2 million and $3 million during the six months ended June 30, 2020 and 2019, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Long Term Debt And Capital Lease Obligations [Abstract] | |
LONG-TERM DEBT | 6. LONG-TERM DEBT Long-term debt, net of unamortized debt issuance costs and discounts or premiums, consists of the following (in millions): June 30, December 31, 2020 2019 5⅛% $ — $ 1,000 6⅞% 231 231 6¼% 2,675 3,100 8⅝% 1,033 1,033 6⅝% 1,462 — 8% Senior Secured Notes due 2026 2,101 2,101 8% Senior Secured Notes due 2027 700 700 6⅞% 1,700 1,700 9⅞% 1,770 1,770 8⅛% 1,355 1,355 ABL Facility — 273 Finance lease and financing obligations 242 272 Other 27 17 Less: Unamortized deferred debt issuance costs and note premium (160 ) (147 ) Total debt 13,136 13,405 Less: Current maturities (30 ) (20 ) Total long-term debt $ 13,106 $ 13,385 On February 6, 2020, CHS/Community Health Systems, Inc. (“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 revolving asset-based loan facility (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. At any time prior to February 15, 2022, CHS may redeem some or all of the 6⅝% Senior Secured Notes due 2025 at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to, but excluding the applicable redemption date plus a make-whole premium as defined in the indenture agreement dated February 6, 2020. After February 15, 2022, CHS is entitled, at its option, to redeem some or all of the 6⅝% Senior Secured Notes at a redemption price equal to the percentage of principal amount below plus accrued and unpaid interest, if any, to, but excluding the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years set forth below: Period Redemption Price February 15, 2022 to February 14, 2023 103.313 % February 15, 2023 to February 14, 2024 101.656 % February 15, 2024 to February 14, 2025 100.000 % There was no loss on early extinguishment of debt for the three months ended June 30, 2020 and 2019. Financing and repayment transactions resulted in a pre-tax loss from early extinguishment of debt of $4 million and $31 million for the six months ended June 30, 2020 and 2019, respectively, and an after-tax loss of $3 million and $23 million for the six months ended June 30, 2020 and 2019, respectively. The maximum aggregate principal amount under the ABL Facility is $1.0 billion. At June 30, 2020, the available borrowing base under the ABL Facility was $614 million, of which the Company had no outstanding borrowings and letters of credit issued of $180 million. The issued letters of credit were primarily in support of potential insurance-related claims and certain bonds. The ABL Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) engage in mergers, acquisitions and asset sales, (7) conduct transactions with affiliates, (8) alter the nature of the Company’s, CHS’ or the guarantors’ businesses, (9) grant certain guarantees with respect to physician practices, (10) engage in sale and leaseback transactions or (11) change the Company’s fiscal year. The Company is also required to comply with a consolidated fixed coverage ratio, upon certain triggering events described below, and various affirmative covenants. The consolidated fixed coverage ratio is calculated as the ratio of (x) consolidated EBITDA (as defined in the ABL Facility) less capital expenditures to (y) the sum of consolidated interest expense (as defined in the ABL Facility), scheduled principal payments, income taxes and restricted payments made in cash or in permitted investments. For purposes of calculating the consolidated fixed charge coverage ratio, the calculation of consolidated EBITDA as defined in the ABL Facility is a trailing 12-month calculation that begins with the Company’s consolidated net income, with certain adjustments for interest, taxes, depreciation and amortization, net income attributable to noncontrolling interests, stock compensation expense, restructuring costs, and the financial impact of other non-cash or non-recurring items recorded during any such 12-month period. The consolidated fixed charge coverage ratio is a required covenant only in periods where the total borrowings outstanding under the ABL Facility reduce the amount available in the facility to less than the greater of (i) $95 million or (ii) 10% of the calculated borrowing base. As a result, in the event the Company has less than $95 million available under the ABL Facility, the Company would need to comply with the consolidated fixed charge coverage ratio. At June 30, 2020, the Company is not subject to the consolidated fixed charge coverage ratio as such triggering event had not occurred during the last twelve months ended June 30, 2020. To limit the effect of changes in interest rates on a portion of the Company’s long-term borrowings, the Company is a party to one interest swap agreement with a notional amount of approximately $ 300 million as of June 30, 2020. The Company receives a variable rate of interest on this swap based on the three-month LIBOR in exchange for the payment of a fixed rate of interest. See Note 7 for additional information regarding this swap. The Company paid interest of $ 222 486 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments has been estimated by the Company using available market information as of June 30, 2020 and December 31, 2019, 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): June 30, 2020 December 31, 2019 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 1,552 $ 1,552 $ 216 $ 216 Investments in equity securities 124 124 141 141 Available-for-sale debt securities 107 107 101 101 Trading securities 12 12 12 12 Liabilities: 5⅛% — — 990 1,003 6⅞% 230 190 229 188 6¼% 2,655 2,521 3,074 3,148 8⅝% 1,024 1,012 1,023 1,099 6⅝% 1,423 1,388 — — 8% 2,072 1,992 2,070 2,182 8% 691 669 691 700 6⅞% 1,679 687 1,678 1,700 9⅞% 1,756 1,420 1,754 1,539 8⅛% 1,342 944 1,340 1,113 ABL Facility and other debt 23 23 285 285 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 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. 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. 5⅛% Estimated fair value is based on the closing market price for these notes. 6⅞% Estimated fair value is based on the closing market price for these notes. 6¼% Estimated fair value is based on the closing market price for these notes. 8⅝% Estimated fair value is based on the closing market price for these notes. 6⅝% 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% Estimated fair value is based on the closing market price for these notes. 9⅞% . Estimated fair value is based on the closing market price for these notes. 8⅛% 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 the interest rate swap agreement is the amount at which it 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. At June 30, 2020, 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 $1 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 June 30, 2020, 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 condensed consolidated statement of financial position. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either 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 June 30, 2020, 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 through its termination date of August 30, 2020. The following tabular disclosure provides the amount of pre-tax gain (loss) recognized as a component of OCI during the three and six months ended June 30, 2020 and 2019 (in millions): Amount of Pre-Tax Gain (Loss) Recognized in OCI (Effective Portion) Derivatives in Cash Flow Hedging Three Months Ended June 30, Six Months Ended June 30, Relationships 2020 2019 2020 2019 Interest rate swaps $ 1 $ (1 ) $ — $ (3 ) The following tabular disclosure provides the location of the effective portion of the pre-tax loss (gain) reclassified from accumulated other comprehensive loss (“AOCL”) into interest expense on the condensed consolidated statements of income (loss) during the three and six months ended June 30, 2020 and 2019 (in millions): Amount of Pre-Tax Loss (Gain) Reclassified from AOCL into Income (Effective Portion) Location of Loss (Gain) Reclassified from Three Months Ended June 30, Six Months Ended June 30, AOCL into Income (Effective Portion) 2020 2019 2020 2019 Interest expense, net $ — $ — $ 1 $ (1 ) The fair values of derivative instruments in the condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019 were as follows (in millions): Asset Derivatives Liability Derivatives June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Balance Balance Balance Balance Sheet Fair Sheet Fair Sheet Fair Sheet Fair Location Value Location Value Location Value Location Value Derivatives designated as hedging instruments Other assets, net $ — Other assets, net $ — Other long-term liabilities $ 1 Other long-term liabilities $ 2 |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 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 six-month periods ended June 30, 2020 or June 30, 2019. 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 June 30, 2020 and December 31, 2019 (in millions): June 30, 2020 Level 1 Level 2 Level 3 Investments in equity securities $ 124 $ 124 $ — $ — Available-for-sale debt securities 107 — 107 — Trading securities 12 — 12 — Total assets $ 243 $ 124 $ 119 $ — Fair value of interest rate swap agreement $ 1 $ — $ 1 $ — Total liabilities $ 1 $ — $ 1 $ — 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 agreement $ 2 $ — $ 2 $ — Total liabilities $ 2 $ — $ 2 $ — Investments in Equity Securities, Available-for-Sale Debt Securities and Trading Securities Investments in equity securities and trading securities classified as Level 1 are measured using quoted market prices. Level 2 available-for-sale 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. Fair Value of Interest Rate Swap Agreement The valuation of the Company’s interest rate swap agreement 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 agreement is 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 majority of the inputs used to value the Company’s interest rate swap agreement, including the forward interest rate curves are observable inputs available to a market participant. As a result, the Company has determined that the interest rate swap valuation is classified in Level 2 of the fair value hierarchy. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | 9. LEASES The Company utilizes operating and finance leases for the use of certain hospitals, medical office buildings, and medical equipment. The Company has elected to account for COVID-19 related concessions as though the enforceable rights and obligations for those concessions are explicit within the underlying contract. During the three and six months ended June 30, 2020, concessions of approximately $1 million were recognized as a reduction to variable rent expense. The components of lease cost and rent expense for the three and six months ended June 30, 2020 and 2019 are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, Lease Cost 2020 2019 2020 2019 Operating lease cost: Operating lease cost $ 51 $ 48 $ 101 $ 95 Short-term rent expense 27 27 54 59 Variable lease cost 6 7 11 10 Sublease income (2 ) (1 ) (3 ) (2 ) Total operating lease cost $ 82 $ 81 $ 163 $ 162 Finance lease cost: Amortization of right-of-use assets $ 3 $ 3 $ 6 $ 6 Interest on finance lease liabilities 2 2 4 4 Total finance lease cost $ 5 $ 5 $ 10 $ 10 Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification June 30, 2020 December 31, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 623 $ 607 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 $ 8 Buildings and improvements 136 154 Equipment and fixtures 9 11 Property and equipment 153 173 Less accumulated depreciation and amortization (46 ) (56 ) Property and equipment, net $ 107 $ 117 Current finance lease liabilities Current maturities of long-term debt $ 5 $ 6 Long-term finance lease liabilities Long-term debt 76 107 Supplemental cash flow information related to leases for the six months ended June 30, 2020 and 2019 are as follows (in millions): Six Months Ended June 30, Cash flow information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 95 $ 78 Operating cash flows from finance leases 4 4 Financing cash flows from finance leases 4 5 Right-of-use assets obtained in exchange for new finance lease liabilities 21 1 Right-of-use assets obtained in exchange for new operating lease liabilities 73 47 (1) Included in the change in other operating assets and liabilities in the condensed consolidated statement of cash flows. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 10. EMPLOYEE BENEFIT PLANS The Company provides an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain members of its executive management. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for its net periodic costs for the SERP. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations and net periodic cost in future periods. Benefits expense under the SERP was $2 $ 76 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 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 June 30, 2020, may be issued in one or more series having such rights, preferences and other provisions as determined by the Board of Directors without approval by the holders of common stock. The Company is a holding company which operates through its subsidiaries. The Company’s 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 June 30, 2020, 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 presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2020, and during each of the three-month periods following December 31, 2019 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss (Income) Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2019 $ 502 $ 1 $ 2,008 $ (9 ) $ (4,218 ) $ 77 $ (2,141 ) Comprehensive income 8 — — 2 18 8 28 Distributions to noncontrolling interests (22 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — (1 ) — — — (1 ) Other reclassifications of noncontrolling interests 8 — — — — (8 ) (8 ) Adjustment to redemption value of redeemable noncontrolling interests 7 — (7 ) — — — (7 ) Cancellation of restricted stock for tax withholdings on vested shares — — (1 ) — — — (1 ) Share-based compensation — — 2 — — — 2 Balance, March 31, 2020 502 1 2,001 (7 ) (4,200 ) 69 (2,136 ) Comprehensive income 7 — — 2 69 16 87 Distributions to noncontrolling interests (17 ) — — — — (10 ) (10 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — 1 — — — 1 Other reclassifications of noncontrolling interests 1 — — — — — — Adjustment to redemption value of redeemable noncontrolling interests (3 ) — 3 — — — 3 Share-based compensation — — 3 — — — 3 Balance, June 30, 2020 $ 489 $ 1 $ 2,008 $ (5 ) $ (4,131 ) $ 75 $ (2,052 ) The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2019, and during each of the three-month periods following December 31, 2018 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2018 $ 504 $ 1 $ 2,017 $ (10 ) $ (3,543 ) $ 72 $ (1,463 ) Comprehensive income (loss) 9 — — — (118 ) 8 (110 ) Contributions from noncontrolling interests 1 — — — — — — Distributions to noncontrolling interests (19 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — — — — — — Other reclassifications of noncontrolling interests (1 ) — — — — 1 1 Adjustment to redemption value of redeemable noncontrolling interests 12 — (12 ) — — — (12 ) Cancellation of restricted stock for tax withholdings on vested shares — — (1 ) — — — (1 ) Share-based compensation — — 3 — — — 3 Balance, March 31, 2019 505 1 2,007 (10 ) (3,661 ) 73 (1,590 ) Comprehensive income (loss) 14 — — 2 (167 ) 8 (157 ) Contributions from noncontrolling interests 1 — — — — — — Distributions to noncontrolling interests (22 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests — — (1 ) — — — (1 ) Other reclassifications of noncontrolling interests (1 ) — (1 ) — — 1 — Adjustment to redemption value of redeemable noncontrolling interests 6 — (6 ) — — — (6 ) Share-based compensation — — 3 — — — 3 Balance, June 30, 2019 $ 503 $ 1 $ 2,002 $ (8 ) $ (3,828 ) $ 74 $ (1,759 ) The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ deficit (in millions): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 70 $ (167 ) $ 87 $ (285 ) Transfers to the noncontrolling interests: Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests 1 (1 ) — (1 ) Net transfers to the noncontrolling interests 1 (1 ) — (1 ) Change to Community Health Systems, Inc. stockholders' deficit from net income (loss) attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ 71 $ (168 ) $ 87 $ (286 ) |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. EARNINGS PER SHARE The following table sets forth the components of the denominator for the computation of basic and diluted earnings per share for net income (loss) attributable to Community Health Systems, Inc. common stockholders: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Weighted-average number of shares outstanding — basic 114,972,408 113,862,097 114,636,963 113,561,523 Effect of dilutive securities: Restricted stock awards 41,253 — 59,295 — Employee stock options — — 238 — Other equity-based awards — — — — Weighted-average number of shares outstanding — diluted 115,013,661 113,862,097 114,696,496 113,561,523 The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the three and six months ended June 30, 2019, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income during the three and six months ended June 30, 2019, 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 30,472 and 44,867, respectively. Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 4,323,656 4,020,947 4,587,414 3,908,725 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 13. CONTINGENCIES The Company is a party to various legal, regulatory and governmental proceedings incidental to its business. Based on current knowledge, management does not believe that loss contingencies arising from pending legal, regulatory and governmental matters, including the matters described herein, will have a material adverse effect on the condensed consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending legal, regulatory and governmental matters, some of which are beyond the Company’s control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period. With respect to all legal, regulatory and governmental proceedings, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the possible loss or range of loss. However, the Company is unable to estimate a possible loss or range of loss in some instances based on the significant uncertainties involved in, and/or the preliminary nature of, certain legal, regulatory and governmental matters. In connection with the spin-off of Quorum Health Corporation (“QHC”), the Company agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to April 29, 2016, the closing date of the spin-off, including (i) certain claims and proceedings that were known to be outstanding at or prior to the consummation of the spin-off and involved multiple facilities and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to QHC’s healthcare facilities prior to the closing date of the spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by the Company, including professional liability and employer practices. Notwithstanding the foregoing, the Company is not required to indemnify QHC in respect of any claims or proceedings arising out of or related to the business operations of Quorum Health Resources, LLC at any time or QHC’s compliance with the corporate integrity agreement. Subsequent to the spin-off of QHC, the Office of the Inspector General provided the Company with written assurance that it would look solely at QHC for compliance for its facilities under the Company’s Corporate Integrity Agreement; however, the Office of the Inspector General declined to enter into a separate corporate integrity agreement with QHC. Probable Contingencies 2011 Class Action Shareholder Federal Securities Cases The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the six months ended June 30, 2020, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. Summary of Recorded Amounts Probable Contingencies Balance as of December 31, 2019 $ 68 Expense 10 Reserve for insured claim 10 Cash payments (63 ) Balance as of June 30, 2020 $ 25 In accordance with applicable accounting guidance, the Company establishes a liability for litigation, regulatory and governmental matters for which, based on information currently available, the Company believes that a negative outcome is known or is probable and the amount of the loss is reasonably estimable. For all such matters (whether or not discussed in this contingencies footnote), such amounts have been recorded in other accrued liabilities on the condensed consolidated balance sheet and are included in the table above. Due to the uncertainties and difficulty in predicting the ultimate resolution of these contingencies, the actual amount could differ from the estimated amount reflected as a liability on the condensed consolidated balance sheet. In the aggregate, attorneys’ fees and other costs incurred but not included in the table above related to probable contingencies and Contingent Value Right-related contingencies totaled $ 2 4 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; Community Health Systems, Inc., et al v. Steadfast Insurance Company, et al; Anne Sperling, et al v. Community Insurance Group SPC, Ltd. These cases are filed in the Superior Court for the State of Delaware, the Chancery Court for the State of Delaware, and the First Judicial District Court for the State of New Mexico, respectively, and involve insurance coverage disputes related to a $73 million judgment rendered against Pecos Valley of New Mexico, LLC in . The first case was brought by Steadfast Insurance Company in Delaware Superior Court seeking a declaration that the judgment is not a covered loss as defined by the insurance policies that are the subject of the case. The second case, filed by the Company in Delaware Chancery Court, seeks reformation of the subject policies. The third case (“ , filed by the plaintiffs in , seeks recovery from Pecos Valley of New Mexico, LLC’s insurers for the judgment awarded the plaintiffs in their separate, previous action against Pecos Valley of New Mexico, LLC. The 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 in that case, including for bad faith against Steadfast. The Company filed the complaint on January 22, 2020. was filed on July 24, 2019. Plaintiffs amended their complaint to add Pecos Valley of New Mexico, LLC as a defendant in that action on May 21, 2020, and Pecos Valley of New Mexico, LLC filed a third party action against certain insurer defendants in the case on July 6, 2020. The judgment in against Pecos Valley of New Mexico, LLC, which was rendered on September 5, 2018, in the First Judicial Court of the State of New Mexico, is currently on appeal to the Court of Appeals of the State of New Mexico. Consolidated trial of the and cases is set for July 26, 2021. The Company believes the insurers’ claims in the and litigation are without merit and will vigorously defend and prosecute those cases. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. SUBSEQUENT EVENTS The Company has evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the condensed consolidated financial statements. On July 1, 2020, one or more affiliates of the Company sold Northern Louisiana Medical Center (130 licensed beds) in Ruston, Louisiana and substantially all of the assets to affiliates of Allegiance Health Management, Inc. pursuant to the terms of a definitive agreement which was entered into on March 18, 2020, as referenced above. The net proceeds from this sale were received at a preliminary closing on June 30, 2020. On July 1, 2020, one or more affiliates of the Company sold the majority ownership interest in St. Cloud Regional Medical Center (84 licensed beds) in St. Cloud, Florida to affiliates of Orlando Health, Inc., which held the minority ownership interest, pursuant to the terms of a definitive agreement which was entered into on April 27, 2020, as referenced above. The net proceeds from this sale were received at a preliminary closing on June 30, 2020. In July 2020, the Company received general and targeted distributions totaling approximately $109 million from the PHSSEF which did not qualify for recognition during the three months ended June 30, 2020. |
Summarized Financial Informatio
Summarized Financial Information | 6 Months Ended |
Jun. 30, 2020 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Summarized Financial Information | 15. SUMMARIZED FINANCIAL INFORMATION The 6⅞ 6¼ The accounting policies used in the preparation of this summarized financial information are consistent with those elsewhere in the condensed consolidated financial statements of the Company, except that intercompany transactions and balances of the parent, issuer and subsidiary guarantor entities with non-guarantors entities have not been eliminated. Equity in earnings from investments in non-guarantors entities has not been presented. 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 June 30, 2020. Summarized statements of income (loss) (in millions): Six Months Ended June 30, 2020 Net operating revenues $ 3,672 Income from operations 532 Net income 168 Net income attributable to Community Health Systems, Inc. Stockholders 168 Summarized balance sheets (in millions): June 30, 2020 December 31, 2019 Current assets $ 3,596 $ 2,464 Noncurrent assets (a) 14,495 14,596 Current liabilities 2,354 1,472 Noncurrent liabilities (b) 14,854 15,800 (a) Includes amounts due from non-guarantor subsidiaries of $6.4 billion and $6.5 billion as of June 30, 2020 and December 31, 2019, respectively. (b) Includes amounts due to non-guarantor subsidiaries of $0.7 billion and $1.4 billion as of June 30, 2020 and December 31, 2019, respectively. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Accounting | The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of June 30, 2020 and December 31, 2019 and for the three-month and six-month periods ended June 30, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. All intercompany transactions and balances have been eliminated. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2020. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. Certain information and disclosures normally included in the notes to the consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2019, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2020 (“2019 Form 10-K”). Certain prior period amounts have been reclassified to conform to the current period presentation within the condensed consolidated statements of cash flows. During the first quarter of 2020, the Company early adopted the SEC’s Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities rules, which simplify the disclosure requirements related to the Company’s registered debt securities under Rule 3-10 of Regulation S-X (see Note 15). |
Consolidation | Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity on the condensed consolidated balance sheets to distinguish between the interests of the Parent Company and the interests of the noncontrolling owners. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the condensed consolidated balance sheets. 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 include the Company’s corporate office costs at its Franklin, Tennessee office, which were $57 million and $43 million for the three months ended June 30, 2020 and 2019, respectively, and $95 million and $86 million for the six months ended June 30, 2020 and 2019, respectively. Included in these corporate office costs is stock-based compensation of Throughout these notes to the condensed consolidated financial statements, Community Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of Community Health Systems, Inc. |
Revenue Recognition | Revenue Recognition. 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 each of the three and six month periods ended June 30, 2020 and June 30, 2019, the impact of changes to the inputs used to determine the transaction price was considered immaterial. Currently, several 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 (“CMS”) 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 three and six months ended June 30, 2020 and 2019 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Medicare $ 607 $ 819 $ 1,363 $ 1,708 Medicaid 341 452 748 880 Managed Care and other third-party payors 1,626 1,993 3,458 4,019 Self-pay (55 ) 38 (25 ) 72 Total $ 2,519 $ 3,302 $ 5,544 $ 6,679 |
Patient Accounts Receivable | 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 $81 million and $83 million as of June 30, 2020 and December 31, 2019, respectively, and these amounts are included in accrued liabilities-other in the accompanying condensed consolidated balance sheets. Amounts due from third-party payors were $124 million and $137 million as of June 30, 2020 and December 31, 2019, respectively, and are included in other current assets in the accompanying condensed consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2016. |
Charity Care | 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 $ 138 |
Accounting for the Impairment or Disposal of Long-Lived Assets | Accounting for the Impairment or Disposal of Long-Lived Assets. During the six months ended June 30, 2020, the Company recorded a total combined net impairment charge and loss on disposal of approximately $56 million, of which approximately $ 64 million was recorded to adjust the carrying value of long-lived assets at several hospitals where the Company is in discussions with potential buyers for divestiture at a sales price that indicates a fair value below carrying value. Approximately $13 million was recorded related to certain hospitals that have been classified as held for sale based on the difference between the carrying value of the hospital disposal groups compared to their estimated fair value less costs to sell. The impairment charge was partially offset by a gain of approximately $21 million related to three hospitals sold on January 1, 2020 and two hospitals sold on May 1, 2020. During the six months ended June 30, 2020, a net allocation of approximately $103 million of goodwill was allocated from the hospital operations reporting unit based on a calculation of each 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 six months ended June 30, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $71 million to reduce the carrying value of closed hospitals and certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Included in the carrying value of the hospital disposal groups at June 30, 2019 is a net allocation of approximately $68 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. COVID-19 Pandemic. In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus. In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 have adversely affected the Company’s results of operations. Where applicable, the impact resulting from the COVID-19 pandemic during the three and six months ended June 30, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, and the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020. Together, the CARES Act and the PPPHCE Act include $175 billion in funding to be distributed to eligible providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers may request accelerated payment of up to 100% of their Medicare payment amount for a six-month CARES Act and PPPHCE Act Funds During the three months ended June 30, 2020, the Company received approximately $564 million in payments through the PHSSEF in both general and targeted distributions, net of amounts received for previously divested entities that are required to be repaid to HHS. Approximately $448 underlying con ditions are met. Amounts not recognized as a reduction to operating costs and expenses or that have not been refunded to HHS as of June 30, 2020, are reflected within accrued liabilities -other in the condensed consolidated balance sheet , and such unrecognized amounts may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are met . As further discussed in Note 14, the Company has received distributions from the PHSSEF in July 2020 totaling approximately $ million , which did not qualify for recognition as a reduction to operating costs and expenses during the three months ended June 30, 2020 . Medicare Accelerated Payments Medicare accelerated payments of approximately $1.2 billion were received by the Company during the three months ended June 30, 2020. These are advances that must be repaid. The Medicare accelerated payments are interest free for up to 12 months and the program currently requires that CMS recoup the accelerated payments beginning 120 days after receipt by the provider, by withholding future Medicare fee-for-service payments for claims until such time as the full accelerated payment has been recouped. The program currently requires that any outstanding balance remaining after 12 months must be repaid by the provider or be subjected to a 10.25% annual interest rate. Effective April 26, 2020, CMS is reevaluating pending and new applications for accelerated payments in light of significant other relief provided by the CARES Act and the PPPHCE Act. Accordingly, the Company does not expect to receive additional Medicare accelerated payments. Recoupment of accelerated payments received by the Company is currently expected to begin in August 2020. As of June 30, 2020, Medicare accelerated payments are reflected within accrued liabilities-other in the condensed consolidated balance sheet. |
New Accounting Pronouncements | New Accounting Pronouncements . In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria that reference the London Interbank Offered Rate (“LIBOR”) or another rate that is expected to be discontinued. The amendments in the ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial position or results of operations. The Company has evaluated all other recently issued, but not yet effective, ASUs and does not expect the eventual adoption of these ASUs to have a material impact on its condensed consolidated financial position or results of operations. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Net Operating Revenues | The Company’s net operating revenues during the three and six months ended June 30, 2020 and 2019 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Medicare $ 607 $ 819 $ 1,363 $ 1,708 Medicaid 341 452 748 880 Managed Care and other third-party payors 1,626 1,993 3,458 4,019 Self-pay (55 ) 38 (25 ) 72 Total $ 2,519 $ 3,302 $ 5,544 $ 6,679 |
Accounting for Stock-Based Co_2
Accounting for Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-based Compensation Expense | The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Effect on loss before income taxes $ (3 ) $ (3 ) $ (5 ) $ (6 ) Effect on net income (loss) $ (2 ) $ (2 ) $ (4 ) $ (4 ) |
Schedule of Share-based Payment Awards, Stock Options, Valuation Assumptions | The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Expected volatility N/A 67.5 % 73.5 % 68.4 % Expected dividends N/A — — — Expected term N/A 6.0 years 6 years 5.6 years Risk-free interest rate N/A 1.9 % 1.0 % 2.6 % |
Schedule of Share-based Compensation, Stock Options, Activity | Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of June 30, 2020, and changes during each of the three-month periods following December 31, 2019, was as follows (in millions, except share and per share data): Weighted- Aggregate Weighted- Average Intrinsic Average Remaining Value as of Exercise Contractual June 30, Shares Price Term 2020 Outstanding at December 31, 2019 1,110,134 16.90 5.6 years Granted 946,500 4.93 Exercised — — Forfeited and cancelled (159,938 ) 33.90 Outstanding at March 31, 2020 1,896,696 9.50 Granted — — Exercised — — Forfeited and cancelled (31,667 ) 31.90 Outstanding at June 30, 2020 1,865,029 $ 9.12 8.0 years $ — Exercisable at June 30, 2020 502,525 $ 20.45 4.2 years $ — |
Schedule of Share-based Compensation, Restricted Stock, Activity | Restricted stock outstanding under the 2009 Plan as of June 30, 2020, and changes during each of the three-month periods following December 31, 2019, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2019 3,857,402 $ 5.47 Granted 2,197,500 4.90 Vested (988,650 ) 5.77 Forfeited (328,500 ) 9.19 Unvested at March 31, 2020 4,737,752 4.89 Granted 4,000 3.19 Vested (96,677 ) 6.81 Forfeited (26,335 ) 5.00 Unvested at June 30, 2020 4,618,740 4.84 |
Schedule of Share-based Compensation, Restricted Stock Units, Activity | RSUs outstanding under the 2009 Plan as of June 30, 2020, and changes during each of the three-month periods following December 31, 2019, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2019 541,576 $ 5.13 Granted 310,347 4.93 Vested (238,184 ) 5.47 Forfeited — — Unvested at March 31, 2020 613,739 4.89 Granted — — Vested — — Forfeited — — Unvested at June 30, 2020 613,739 4.89 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Acquisitions And Divestitures [Abstract] | |
Schedule of Divestitures | The following table provides a summary of hospitals that the Company divested during the six months ended June 30, 2020 and the year ended December 31, 2019: Licensed Hospital Buyer City, State Beds Effective Date 2020 Divestitures: Shands Live Oak Regional Medical Center HCA Healthcare, Inc. ( “ Live Oak, FL 25 May 1, 2020 Shands Starke Regional Medical Center HCA Starke, FL 49 May 1, 2020 Southside Regional Medical Center Bon Secours Mercy Health System Petersburg, VA 300 January 1, 2020 Southampton Memorial Hospital Bon Secours Mercy Health System Franklin, VA 105 January 1, 2020 Southern Virginia Regional Medical Center Bon Secours Mercy Health System Emporia, VA 80 January 1, 2020 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 |
Schedule of Balance Sheet Items Classified as Held for Sale | The following table discloses amounts included in the condensed consolidated balance sheets for the hospitals classified as held for sale as of June 30, 2020 and December 31, 2019 (in millions). Other assets, net primarily includes the net property and equipment for hospitals held for sale. No divestitures or potential divestitures meet the criteria for reporting as a discontinued operation. June 30, 2020 December 31, 2019 Other current assets $ 52 $ 25 Other assets, net 453 262 Accrued liabilities 128 43 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the six months ended June 30, 2020 are as follows (in millions): Balance, as of December 31, 2019 Goodwill $ 7,142 Accumulated impairment losses (2,814 ) 4,328 Goodwill allocated to hospitals held for sale (103 ) Balance, as of June 30, 2020 Goodwill 7,039 Accumulated impairment losses (2,814 ) $ 4,225 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Long Term Debt And Capital Lease Obligations [Abstract] | |
Schedule of Debt | Long-term debt, net of unamortized debt issuance costs and discounts or premiums, consists of the following (in millions): June 30, December 31, 2020 2019 5⅛% $ — $ 1,000 6⅞% 231 231 6¼% 2,675 3,100 8⅝% 1,033 1,033 6⅝% 1,462 — 8% Senior Secured Notes due 2026 2,101 2,101 8% Senior Secured Notes due 2027 700 700 6⅞% 1,700 1,700 9⅞% 1,770 1,770 8⅛% 1,355 1,355 ABL Facility — 273 Finance lease and financing obligations 242 272 Other 27 17 Less: Unamortized deferred debt issuance costs and note premium (160 ) (147 ) Total debt 13,136 13,405 Less: Current maturities (30 ) (20 ) Total long-term debt $ 13,106 $ 13,385 |
Schedule of Early Redemption Prices on Notes | After February 15, 2022, CHS is entitled, at its option, to redeem some or all of the 6⅝% Senior Secured Notes at a redemption price equal to the percentage of principal amount below plus accrued and unpaid interest, if any, to, but excluding the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years set forth below: Period Redemption Price February 15, 2022 to February 14, 2023 103.313 % February 15, 2023 to February 14, 2024 101.656 % February 15, 2024 to February 14, 2025 100.000 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping | The fair value of financial instruments has been estimated by the Company using available market information as of June 30, 2020 and December 31, 2019, 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): June 30, 2020 December 31, 2019 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 1,552 $ 1,552 $ 216 $ 216 Investments in equity securities 124 124 141 141 Available-for-sale debt securities 107 107 101 101 Trading securities 12 12 12 12 Liabilities: 5⅛% — — 990 1,003 6⅞% 230 190 229 188 6¼% 2,655 2,521 3,074 3,148 8⅝% 1,024 1,012 1,023 1,099 6⅝% 1,423 1,388 — — 8% 2,072 1,992 2,070 2,182 8% 691 669 691 700 6⅞% 1,679 687 1,678 1,700 9⅞% 1,756 1,420 1,754 1,539 8⅛% 1,342 944 1,340 1,113 ABL Facility and other debt 23 23 285 285 |
Schedule of Pre-tax Gain (Loss) Recognized as a Component of Other Comprehensive Income | The following tabular disclosure provides the amount of pre-tax gain (loss) recognized as a component of OCI during the three and six months ended June 30, 2020 and 2019 (in millions): Amount of Pre-Tax Gain (Loss) Recognized in OCI (Effective Portion) Derivatives in Cash Flow Hedging Three Months Ended June 30, Six Months Ended June 30, Relationships 2020 2019 2020 2019 Interest rate swaps $ 1 $ (1 ) $ — $ (3 ) |
Schedule of Effective Portion of the Pre-tax Loss (Gain) Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income | The following tabular disclosure provides the location of the effective portion of the pre-tax loss (gain) reclassified from accumulated other comprehensive loss (“AOCL”) into interest expense on the condensed consolidated statements of income (loss) during the three and six months ended June 30, 2020 and 2019 (in millions): Amount of Pre-Tax Loss (Gain) Reclassified from AOCL into Income (Effective Portion) Location of Loss (Gain) Reclassified from Three Months Ended June 30, Six Months Ended June 30, AOCL into Income (Effective Portion) 2020 2019 2020 2019 Interest expense, net $ — $ — $ 1 $ (1 ) |
Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet | The fair values of derivative instruments in the condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019 were as follows (in millions): Asset Derivatives Liability Derivatives June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Balance Balance Balance Balance Sheet Fair Sheet Fair Sheet Fair Sheet Fair Location Value Location Value Location Value Location Value Derivatives designated as hedging instruments Other assets, net $ — Other assets, net $ — Other long-term liabilities $ 1 Other long-term liabilities $ 2 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 June 30, 2020 and December 31, 2019 (in millions): June 30, 2020 Level 1 Level 2 Level 3 Investments in equity securities $ 124 $ 124 $ — $ — Available-for-sale debt securities 107 — 107 — Trading securities 12 — 12 — Total assets $ 243 $ 124 $ 119 $ — Fair value of interest rate swap agreement $ 1 $ — $ 1 $ — Total liabilities $ 1 $ — $ 1 $ — 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 agreement $ 2 $ — $ 2 $ — Total liabilities $ 2 $ — $ 2 $ — |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Components of Lease Cost and Rent Expense | The components of lease cost and rent expense for the three and six months ended June 30, 2020 and 2019 are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, Lease Cost 2020 2019 2020 2019 Operating lease cost: Operating lease cost $ 51 $ 48 $ 101 $ 95 Short-term rent expense 27 27 54 59 Variable lease cost 6 7 11 10 Sublease income (2 ) (1 ) (3 ) (2 ) Total operating lease cost $ 82 $ 81 $ 163 $ 162 Finance lease cost: Amortization of right-of-use assets $ 3 $ 3 $ 6 $ 6 Interest on finance lease liabilities 2 2 4 4 Total finance lease cost $ 5 $ 5 $ 10 $ 10 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification June 30, 2020 December 31, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 623 $ 607 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 $ 8 Buildings and improvements 136 154 Equipment and fixtures 9 11 Property and equipment 153 173 Less accumulated depreciation and amortization (46 ) (56 ) Property and equipment, net $ 107 $ 117 Current finance lease liabilities Current maturities of long-term debt $ 5 $ 6 Long-term finance lease liabilities Long-term debt 76 107 |
Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow information related to leases for the six months ended June 30, 2020 and 2019 are as follows (in millions): Six Months Ended June 30, Cash flow information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 95 $ 78 Operating cash flows from finance leases 4 4 Financing cash flows from finance leases 4 5 Right-of-use assets obtained in exchange for new finance lease liabilities 21 1 Right-of-use assets obtained in exchange for new operating lease liabilities 73 47 (1) Included in the change in other operating assets and liabilities in the condensed consolidated statement of cash flows. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders' Deficit | The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2020, and during each of the three-month periods following December 31, 2019 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss (Income) Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2019 $ 502 $ 1 $ 2,008 $ (9 ) $ (4,218 ) $ 77 $ (2,141 ) Comprehensive income 8 — — 2 18 8 28 Distributions to noncontrolling interests (22 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — (1 ) — — — (1 ) Other reclassifications of noncontrolling interests 8 — — — — (8 ) (8 ) Adjustment to redemption value of redeemable noncontrolling interests 7 — (7 ) — — — (7 ) Cancellation of restricted stock for tax withholdings on vested shares — — (1 ) — — — (1 ) Share-based compensation — — 2 — — — 2 Balance, March 31, 2020 502 1 2,001 (7 ) (4,200 ) 69 (2,136 ) Comprehensive income 7 — — 2 69 16 87 Distributions to noncontrolling interests (17 ) — — — — (10 ) (10 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — 1 — — — 1 Other reclassifications of noncontrolling interests 1 — — — — — — Adjustment to redemption value of redeemable noncontrolling interests (3 ) — 3 — — — 3 Share-based compensation — — 3 — — — 3 Balance, June 30, 2020 $ 489 $ 1 $ 2,008 $ (5 ) $ (4,131 ) $ 75 $ (2,052 ) The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2019, and during each of the three-month periods following December 31, 2018 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2018 $ 504 $ 1 $ 2,017 $ (10 ) $ (3,543 ) $ 72 $ (1,463 ) Comprehensive income (loss) 9 — — — (118 ) 8 (110 ) Contributions from noncontrolling interests 1 — — — — — — Distributions to noncontrolling interests (19 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — — — — — — Other reclassifications of noncontrolling interests (1 ) — — — — 1 1 Adjustment to redemption value of redeemable noncontrolling interests 12 — (12 ) — — — (12 ) Cancellation of restricted stock for tax withholdings on vested shares — — (1 ) — — — (1 ) Share-based compensation — — 3 — — — 3 Balance, March 31, 2019 505 1 2,007 (10 ) (3,661 ) 73 (1,590 ) Comprehensive income (loss) 14 — — 2 (167 ) 8 (157 ) Contributions from noncontrolling interests 1 — — — — — — Distributions to noncontrolling interests (22 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests — — (1 ) — — — (1 ) Other reclassifications of noncontrolling interests (1 ) — (1 ) — — 1 — Adjustment to redemption value of redeemable noncontrolling interests 6 — (6 ) — — — (6 ) Share-based compensation — — 3 — — — 3 Balance, June 30, 2019 $ 503 $ 1 $ 2,002 $ (8 ) $ (3,828 ) $ 74 $ (1,759 ) |
Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit | The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ deficit (in millions): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 70 $ (167 ) $ 87 $ (285 ) Transfers to the noncontrolling interests: Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests 1 (1 ) — (1 ) Net transfers to the noncontrolling interests 1 (1 ) — (1 ) Change to Community Health Systems, Inc. stockholders' deficit from net income (loss) attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ 71 $ (168 ) $ 87 $ (286 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Denominator for Computation of Basic and Diluted Loss Per Share | The following table sets forth the components of the denominator for the computation of basic and diluted earnings per share for net income (loss) attributable to Community Health Systems, Inc. common stockholders: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Weighted-average number of shares outstanding — basic 114,972,408 113,862,097 114,636,963 113,561,523 Effect of dilutive securities: Restricted stock awards 41,253 — 59,295 — Employee stock options — — 238 — Other equity-based awards — — — — Weighted-average number of shares outstanding — diluted 115,013,661 113,862,097 114,696,496 113,561,523 |
Schedule of Antidilutive Securities | The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the three and six months ended June 30, 2019, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income during the three and six months ended June 30, 2019, 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 30,472 and 44,867, respectively. Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 4,323,656 4,020,947 4,587,414 3,908,725 |
Contingencies (Tables)
Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies | The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the six months ended June 30, 2020, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. Summary of Recorded Amounts Probable Contingencies Balance as of December 31, 2019 $ 68 Expense 10 Reserve for insured claim 10 Cash payments (63 ) Balance as of June 30, 2020 $ 25 |
Summarized Financial Informat_2
Summarized Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Summarized Statements of Income (Loss) | Summarized statements of income (loss) (in millions): Six Months Ended June 30, 2020 Net operating revenues $ 3,672 Income from operations 532 Net income 168 Net income attributable to Community Health Systems, Inc. Stockholders 168 |
Summarized Balance Sheets | Summarized balance sheets (in millions): June 30, 2020 December 31, 2019 Current assets $ 3,596 $ 2,464 Noncurrent assets (a) 14,495 14,596 Current liabilities 2,354 1,472 Noncurrent liabilities (b) 14,854 15,800 (a) Includes amounts due from non-guarantor subsidiaries of $6.4 billion and $6.5 billion as of June 30, 2020 and December 31, 2019, respectively. (b) Includes amounts due to non-guarantor subsidiaries of $0.7 billion and $1.4 billion as of June 30, 2020 and December 31, 2019, respectively. |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ in Millions | May 01, 2020Item | Jan. 01, 2020USD ($)Item | Jul. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Cost of Revenue [Abstract] | ||||||||
Corporate office costs | $ 57 | $ 43 | $ 95 | $ 86 | ||||
Stock-based compensation expense | 3 | 3 | 5 | 6 | ||||
Third-Party Reimbursement [Abstract] | ||||||||
Amounts due to third party payors | 81 | 81 | $ 83 | |||||
Amounts due from third party payors | 124 | 124 | $ 137 | |||||
Net Operating Revenues, Policy [Abstract] | ||||||||
Charity care services charges excluded from net operating revenues | 138 | 142 | 304 | 284 | ||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Gain (loss) on disposition of business | (56) | (71) | ||||||
Impairment and gain (loss) on sale of businesses, net | 56 | 71 | ||||||
Goodwill allocated to hospital disposal group held for sale | 103 | 68 | $ 103 | 68 | ||||
CARES Act | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Medicare accelerated payments received under the Cares Act | 1,200 | |||||||
Medicare accelerated payments interest free program description | The Medicare accelerated payments are interest free for up to 12 months and the program currently requires that CMS recoup the accelerated payments beginning 120 days after receipt by the provider, by withholding future Medicare fee-for-service payments for claims until such time as the full accelerated payment has been recouped. The program currently requires that any outstanding balance remaining after 12 months must be repaid by the provider or be subjected to a 10.25% annual interest rate | |||||||
Medicare accelerated payments interest rate | 10.25% | |||||||
CARES Act | Paycheck Protection Program and Health Care Enhancement Act | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Percentage of maximum accelerated payment | 100.00% | |||||||
Medicare accelerated and advance payment program period | 6 months | |||||||
Medicare accelerated and advance payment program to be repaid beginning day after receipt | 120 days | |||||||
Public Health and Social Services Emergency Fund (the "PHSSEF") | CARES Act | Paycheck Protection Program and Health Care Enhancement Act | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Accelerated payments received under the Cares Act | 564 | $ 175,000 | ||||||
Public Health and Social Services Emergency Fund (the "PHSSEF") | CARES Act | Paycheck Protection Program and Health Care Enhancement Act | Subsequent Event | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Accelerated payments received under the Cares Act | $ 109 | |||||||
Public Health and Social Services Emergency Fund (the "PHSSEF") | CARES Act | Paycheck Protection Program and Health Care Enhancement Act | Operating Costs and Expenses | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Accelerated payments received under the Cares Act | 448 | 448 | ||||||
Hospitals Sold or Deemed Held for Sale | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Gain (loss) on disposition of business | $ 21 | 13 | ||||||
Number of hospitals sold | Item | 2 | 3 | ||||||
Adjustment for Carrying Value of Other Long-Lived Assets at Underperforming Hospitals | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||
Impairment and gain (loss) on sale of businesses, net | 64 | |||||||
Health Care, Patient Service | ||||||||
Net Operating Revenues, Policy [Abstract] | ||||||||
Value of charity care services at the Company's standard charges included in contractual allowances | $ 17 | $ 18 | $ 36 | $ 33 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Net Operating Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 2,519 | $ 3,302 | $ 5,544 | $ 6,679 |
Medicare | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | 607 | 819 | 1,363 | 1,708 |
Medicaid | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | 341 | 452 | 748 | 880 |
Managed Care and Other Third Party Payors | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | 1,626 | 1,993 | 3,458 | 4,019 |
Self-Pay | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ (55) | $ 38 | $ (25) | $ 72 |
Accounting for Stock-Based Co_3
Accounting for Stock-Based Compensation - Additional Information (Details) | Mar. 01, 2020USD ($)shares | Mar. 01, 2019USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020shares | Jun. 30, 2019USD ($)$ / shares | Jun. 30, 2020USD ($)Item$ / sharesshares | Jun. 30, 2019USD ($)Item$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards | $ | $ 21,000,000 | $ 21,000,000 | |||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 26 months | ||||||
Employee service share-based compensation, nonvested awards, modifications to awards | Item | 0 | 0 | |||||
Aggregate intrinsic value of options exercised | $ | 0 | $ 0 | $ 0 | $ 0 | |||
Employee Stock Option | |||||||
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 | 28 months | ||||||
Employee service share-based compensation, unrecognized compensation costs on nonvested stock options | $ | $ 3,000,000 | $ 3,000,000 | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period | shares | 0 | 946,500 | |||||
Weighted-average grant date fair value of stock options | $ / shares | $ 1.63 | $ 3.17 | $ 2.36 | ||||
Share Price | $ / shares | $ 3.01 | $ 3.01 | |||||
Restricted Stock and Restricted Stock Units | |||||||
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 awards other than options | $ | $ 18,000,000 | $ 18,000,000 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, number of shares received by each director | shares | 0 | 310,347 | |||||
Restricted Stock | |||||||
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 | ||||||
Share-based compensation, number of shares received by each director | shares | 4,000 | 2,197,500 | |||||
Plan 2000 | |||||||
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 2000 | Contractual Term Of Option Granted Since 2008 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of option granted | 10 years | ||||||
Plan 2009 | |||||||
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 | shares | 10,384,418 | 10,384,418 | |||||
Plan 2009 | Restricted Stock Units (RSUs) | Non-management Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, number of shares received by each director | shares | 34,483 | 34,068 | |||||
Fair value of units granted | $ | $ 170,000 | $ 170,000 | |||||
Plan 2009 | Contractual Term of Option Granted in 2011 or Later | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of option granted | 10 years | ||||||
Performance-Based Awards Granted On Or After March 1, 2017 | Restricted Stock, Performance-Based Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by payment award, performance objective measurement period | 3 years |
Accounting for Stock-Based Co_4
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Effect on loss before income taxes | $ (3) | $ (3) | $ (5) | $ (6) |
Effect on net income (loss) | $ (2) | $ (2) | $ (4) | $ (4) |
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 | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 67.50% | 73.50% | 68.40% |
Expected term | 6 years | 6 years | 5 years 7 months 6 days |
Risk-free interest rate | 1.90% | 1.00% | 2.60% |
Accounting for Stock-Based Co_6
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Employee Stock Option - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Beginning Balance, Shares | 1,896,696 | 1,110,134 | 1,110,134 | |
Granted, Shares | 0 | 946,500 | ||
Forfeited and cancelled, Shares | (31,667) | (159,938) | ||
Ending Balance, Shares | 1,865,029 | 1,896,696 | 1,865,029 | 1,110,134 |
Exercisable, Shares | 502,525 | 502,525 | ||
Beginning of Period, Weighted Average Exercise Price | $ 9.50 | $ 16.90 | $ 16.90 | |
Granted, Weighted Average Exercise Price | 4.93 | |||
Forfeited and Cancelled, Weighted Average Exercise Price | 31.90 | 33.90 | ||
End of Period, Weighted Average Exercise Price | 9.12 | $ 9.50 | 9.12 | $ 16.90 |
Exercisable, Weighted Average Exercise Price | $ 20.45 | $ 20.45 | ||
Weighted Average Remaining Contractual Term | 8 years | 5 years 7 months 6 days | ||
Exercisable, Weighted Average Remaining Contractual Term | 4 years 2 months 12 days |
Accounting for Stock-Based Co_7
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock, Activity (Details) - Restricted Stock - $ / shares | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Unvested Shares | 4,737,752 | 3,857,402 |
Granted, Shares | 4,000 | 2,197,500 |
Vested, Shares | (96,677) | (988,650) |
Forfeited, Shares | (26,335) | (328,500) |
Ending Balance, Unvested Shares | 4,618,740 | 4,737,752 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 4.89 | $ 5.47 |
Granted, Weighted Average Grant Date Fair Value | 3.19 | 4.90 |
Vested, Weighted Average Grant Date Fair Value | 6.81 | 5.77 |
Forfeited, Weighted Average Grant Date Fair Value | 5 | 9.19 |
End of Period, Weighted Average Grant Date Fair Value | $ 4.84 | $ 4.89 |
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) - $ / shares | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Unvested Shares | 613,739 | 541,576 |
Granted, Shares | 0 | 310,347 |
Vested, Shares | 0 | (238,184) |
Ending Balance, Unvested Shares | 613,739 | 613,739 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 4.89 | $ 5.13 |
Granted, Weighted Average Grant Date Fair Value | 0 | 4.93 |
Vested, Weighted Average Grant Date Fair Value | 0 | 5.47 |
End of Period, Weighted Average Grant Date Fair Value | $ 4.89 | $ 4.89 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Acquisitions and Divestitures [Line Items] | ||||
Acquisition and integration expenses related to prospective and closed acquisitions | $ 1 | $ 2 | $ 1 | $ 3 |
Physician Practices Clinics and Other Ancillary Businesses | Maximum | ||||
Acquisitions and Divestitures [Line Items] | ||||
Business acquisition, cost of acquired entity, purchase price | $ 1 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Divestitures (Details) - Item | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Shands Live Oak Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 25 | |
Effective Date | May 1, 2020 | |
Shands Starke Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 49 | |
Effective Date | May 1, 2020 | |
Southside Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 300 | |
Effective Date | Jan. 1, 2020 | |
Southampton Memorial Hospital | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 105 | |
Effective Date | Jan. 1, 2020 | |
Southern Virginia Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 80 | |
Effective Date | Jan. 1, 2020 | |
Bluefield Regional Medical Center | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Divestitures - Additional Information (Details) $ in Millions | Apr. 27, 2020Item | Mar. 18, 2020Item | Dec. 31, 2018USD ($) | Jun. 30, 2020Item | Dec. 31, 2019USD ($) | Jun. 25, 2020Item | May 28, 2020Item | Apr. 20, 2020Item |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of hospital closures | 0 | |||||||
Northern Louisiana Medical Center | Ruston, Louisiana | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of licensed beds | 130 | |||||||
Disposition completion date | Jul. 1, 2020 | |||||||
San Angelo Community Medical Center | San Angelo, Texas | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of licensed beds | 171 | |||||||
Abilene Regional Medical Center | Abilene, Texas | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of licensed beds | 231 | |||||||
Brownwood Regional Medical Center | Brownwood, Texas | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of licensed beds | 188 | |||||||
St. Cloud Regional Medical Center | St. Cloud, Florida | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of licensed beds | 84 | |||||||
Disposition completion date | Jul. 1, 2020 | |||||||
Hill Regional Hospital | Hillsboro Texas | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of licensed beds | 25 | |||||||
Bayfront Health St Petersburg | St Petersburg Florida | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of licensed beds | 480 | |||||||
Tennova Healthcare | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Impairment charge recorded on the sale or closure of hospitals | $ | $ 27 | $ 9 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Schedule of Balance Sheet Items Classified as Held for Sale (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Acquisitions And Divestitures [Abstract] | ||
Other current assets | $ 52 | $ 25 |
Other assets, net | 453 | 262 |
Accrued liabilities | $ 128 | $ 43 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill Gross, Balance, beginning period | $ 7,039 | $ 7,142 |
Accumulated impairment losses, Balance, beginning of period | (2,814) | $ (2,814) |
Goodwill, Balance, beginning of period | 4,328 | |
Goodwill allocated to hospitals held for sale | (103) | |
Goodwill, Balance, end of period | $ 4,225 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 4,225,000,000 | $ 4,328,000,000 |
Impairment of goodwill | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired during the year | $ 0 | ||||
Finite-lived intangible assets, gross | $ 1,000,000 | 1,000,000 | $ 1,000,000 | ||
Net, intangible asset not subject to amortization | 58,000,000 | 58,000,000 | 63,000,000 | ||
Gross carrying amount of capitalized software | 1,100,000,000 | 1,100,000,000 | 1,100,000,000 | ||
Capitalized computer software, net | 270,000,000 | 270,000,000 | 321,000,000 | ||
Capitalized computer software, development stage costs | 42,000,000 | $ 42,000,000 | |||
Capitalized Internal Use Software, Significant System Conversions | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 3 years | ||||
Capitalized Internal Use Software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired finite-lived intangible asset, residual value | 0 | $ 0 | |||
Amortization expense | 31,000,000 | $ 31,000,000 | 62,000,000 | $ 61,000,000 | |
Amortization expense for remainder 2020 | 59,000,000 | 59,000,000 | |||
Amortization expense for 2021 | 107,000,000 | 107,000,000 | |||
Amortization expense for 2022 | 58,000,000 | 58,000,000 | |||
Amortization expense for 2023 | 22,000,000 | 22,000,000 | |||
Amortization expense for 2024 | 11,000,000 | 11,000,000 | |||
Amortization expense for 2025 | 7,000,000 | 7,000,000 | |||
Amortization expense thereafter | 6,000,000 | 6,000,000 | |||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived intangible assets, net | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Maximum | Capitalized Internal Use Software, Significant System Conversions | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 10 years | ||||
Minimum [Member] | Capitalized Internal Use Software, Significant System Conversions | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 8 years |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Taxes [Line Items] | ||||
Unrecognized benefit that would affect the effective tax rate | $ 1 | $ 1 | ||
Amount of interest and penalties included in liabilities for uncertain tax positions | $ 1 | $ 1 | ||
Effective income tax rate | (165.70%) | 2.00% | 209.60% | (1.20%) |
Income tax refund | $ 3 | $ 2 | $ 3 | |
Income taxes paid | $ 1 | |||
Federal | Tax Year 2014 | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2014 | |||
Federal | Tax Year 2015 | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2015 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt and lease obligations | $ 13,136 | $ 13,405 |
Less: Unamortized deferred debt issuance costs and note premium | (160) | (147) |
Less: Current maturities | (30) | (20) |
Total long-term debt | 13,106 | 13,385 |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 273 | |
Senior Secured Notes | Senior Secured Notes at 5.125%, Due 2021 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,000 | |
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 2,675 | 3,100 |
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,033 | 1,033 |
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,462 | |
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 2,101 | 2,101 |
Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 700 | 700 |
Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 231 | 231 |
Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,700 | 1,700 |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,770 | 1,770 |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,355 | 1,355 |
Finance Lease and Financing Obligations | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 242 | 272 |
Other | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | $ 27 | $ 17 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Debt (Parenthetical) (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Feb. 06, 2020 | |
Senior Secured Notes | Senior Secured Notes at 5.125%, Due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 5.125% | 5.125% | |
Debt instrument, maturity year | 2021 | 2021 | |
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6.25% | 6.25% | |
Debt instrument, maturity year | 2023 | 2023 | |
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 8.625% | 8.625% | |
Debt instrument, maturity year | 2024 | 2024 | |
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6.625% | 6.625% | 6.625% |
Debt instrument, maturity year | 2025 | 2025 | |
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | |
Debt instrument, maturity year | 2026 | 2026 | |
Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | |
Debt instrument, maturity year | 2027 | 2027 | |
Senior Notes | Senior Notes at 6.875%, Due 2022 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6.875% | 6.875% | |
Debt instrument, maturity year | 2022 | 2022 | |
Senior Notes | Senior Notes at 6.875% Due 2028 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6.875% | 6.875% | |
Debt instrument, maturity year | 2028 | 2028 | |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 9.875% | 9.875% | |
Debt instrument, maturity year | 2023 | 2023 | |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 8.125% | 8.125% | |
Debt instrument, maturity year | 2024 | 2024 |
Long-Term Debt - 6.625% Senior
Long-Term Debt - 6.625% Senior Secured Notes, Due 2025 - Additional Information (Details) - USD ($) | Feb. 06, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Pre-tax loss from extinguishment of debt | $ (4,000,000) | $ (31,000,000) | ||||
Senior Secured Notes at 6.25%, Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 426,000,000 | |||||
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Feb. 6, 2020 | |||||
Debt instrument aggregate principal amount | $ 1,462,000,000 | |||||
Debt instrument stated interest rate | 6.625% | 6.625% | 6.625% | 6.625% | ||
Debt instrument, maturity date | Feb. 15, 2025 | |||||
Extinguishment of debt amount | $ 0 | $ 0 | ||||
Debt instrument redemption price percentage | 100.00% | |||||
Pre-tax loss from extinguishment of debt | $ (4,000,000) | (31,000,000) | ||||
After-tax loss from extinguishment of debt | $ (3,000,000) | $ (23,000,000) | ||||
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument stated interest rate | 6.25% | 6.25% | 6.25% |
Long-Term Debt - Schedule of Ea
Long-Term Debt - Schedule of Early Redemption Prices on 6.625% Senior Secured Notes due 2025 (Details) - Senior Secured Notes at 6.625% Due 2025 - Senior Secured Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption, Period One | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.313% |
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2022 |
Debt Instrument, Redemption Period, End Date | Feb. 14, 2023 |
Debt Instrument, Redemption, Period Two | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.656% |
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2023 |
Debt Instrument, Redemption Period, End Date | Feb. 14, 2024 |
Debt Instrument, Redemption, Period Three | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2024 |
Debt Instrument, Redemption Period, End Date | Feb. 14, 2025 |
Long-Term Debt - Other Debt - A
Long-Term Debt - Other Debt - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)Agreement | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Agreement | Jun. 30, 2019USD ($) | |
Debt Instrument [Line Items] | ||||
Interest paid on borrowings | $ 222,000,000 | $ 117,000,000 | $ 486,000,000 | $ 318,000,000 |
Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Number of interest rate swaps | Agreement | 1 | 1 | ||
Aggregate notional amount | $ 300,000,000 | $ 300,000,000 | ||
Interest Rate Swap, Currently Effective | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | 300,000,000 | 300,000,000 | ||
ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 1,000,000,000 | 1,000,000,000 | ||
Debt instrument available borrowing base | 614,000,000 | 614,000,000 | ||
Outstanding borrowings | 0 | 0 | ||
ABL Facility | ABL Facility Customary Covenants | ||||
Debt Instrument [Line Items] | ||||
Debt instrument available borrowing base | 95,000,000 | $ 95,000,000 | ||
Debt instrument variable interest rate | 10.00% | |||
ABL Facility | ABL Facility Customary Covenants | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument available borrowing base | 95,000,000 | $ 95,000,000 | ||
ABL Facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 180,000,000 | $ 180,000,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Carrying Amount | ||
Assets: | ||
Cash and cash equivalents | $ 1,552 | $ 216 |
Investments in equity securities | 124 | 141 |
Available-for-sale debt securities | 107 | 101 |
Trading securities | 12 | 12 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 5.125%, Due 2021 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 990 | |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,655 | 3,074 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,024 | 1,023 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,423 | |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,072 | 2,070 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 691 | 691 |
Carrying Amount | Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 230 | 229 |
Carrying Amount | Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,679 | 1,678 |
Carrying Amount | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,756 | 1,754 |
Carrying Amount | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,342 | 1,340 |
Carrying Amount | Receivables Facility and Other Debt, Type | ABL Facility and Other Debt | ||
Liabilities: | ||
Notes payable, fair value disclosure | 23 | 285 |
Estimated Fair Value | ||
Assets: | ||
Cash and cash equivalents | 1,552 | 216 |
Investments in equity securities | 124 | 141 |
Available-for-sale debt securities | 107 | 101 |
Trading securities | 12 | 12 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 5.125%, Due 2021 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,003 | |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,521 | 3,148 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,012 | 1,099 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,388 | |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,992 | 2,182 |
Estimated Fair Value | Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 190 | 188 |
Estimated Fair Value | Senior Notes | Senior Secured Notes at 8% Due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 669 | 700 |
Estimated Fair Value | Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 687 | 1,700 |
Estimated Fair Value | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,420 | 1,539 |
Estimated Fair Value | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 944 | 1,113 |
Estimated Fair Value | Receivables Facility and Other Debt, Type | ABL Facility and Other Debt | ||
Liabilities: | ||
Notes payable, fair value disclosure | $ 23 | $ 285 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping (Parenthetical) (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Feb. 06, 2020 | |
Senior Secured Notes | Senior Secured Notes at 5.125%, Due 2021 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 5.125% | 5.125% | |
Debt instrument maturity year | 2021 | 2021 | |
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 6.25% | 6.25% | |
Debt instrument maturity year | 2023 | 2023 | |
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 8.625% | 8.625% | |
Debt instrument maturity year | 2024 | 2024 | |
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 6.625% | 6.625% | 6.625% |
Debt instrument maturity year | 2025 | 2025 | |
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 8.00% | 8.00% | |
Debt instrument maturity year | 2026 | 2026 | |
Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 8.00% | 8.00% | |
Debt instrument maturity year | 2027 | 2027 | |
Senior Notes | Senior Notes at 6.875%, Due 2022 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 6.875% | 6.875% | |
Debt instrument maturity year | 2022 | 2022 | |
Senior Notes | Senior Notes at 6.875% Due 2028 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 6.875% | 6.875% | |
Debt instrument maturity year | 2028 | 2028 | |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 9.875% | 9.875% | |
Debt instrument maturity year | 2023 | 2023 | |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument stated interest rate | 8.125% | 8.125% | |
Debt instrument maturity year | 2024 | 2024 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020USD ($)Agreement | Dec. 31, 2019 | Feb. 06, 2020 | |
Maximum | |||
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 | |||
Derivative [Line Items] | |||
Number of interest rate swaps | Agreement | 1 | ||
Aggregate notional amount | $ 300 | ||
Derivative fixed interest rate | 2.892% | ||
Derivative termination date | Aug. 30, 2020 | ||
Derivative liability fair value | $ 1 | ||
Senior Secured Notes | Senior Secured Notes at 5.125%, Due 2021 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 5.125% | 5.125% | |
Debt instrument maturity year | 2021 | 2021 | |
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 6.25% | 6.25% | |
Debt instrument maturity year | 2023 | 2023 | |
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 8.625% | 8.625% | |
Debt instrument maturity year | 2024 | 2024 | |
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 6.625% | 6.625% | 6.625% |
Debt instrument maturity year | 2025 | 2025 | |
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 8.00% | 8.00% | |
Debt instrument maturity year | 2026 | 2026 | |
Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 8.00% | 8.00% | |
Debt instrument maturity year | 2027 | 2027 | |
Senior Notes | Senior Notes at 6.875%, Due 2022 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 6.875% | 6.875% | |
Debt instrument maturity year | 2022 | 2022 | |
Senior Notes | Senior Notes at 6.875% Due 2028 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 6.875% | 6.875% | |
Debt instrument maturity year | 2028 | 2028 | |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 9.875% | 9.875% | |
Debt instrument maturity year | 2023 | 2023 | |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | |||
Derivative [Line Items] | |||
Debt instrument stated interest rate | 8.125% | 8.125% | |
Debt instrument maturity year | 2024 | 2024 |
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 | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2019 | |
Cash Flow Hedging | Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Pre-Tax Gain (Loss) Recognized in OCI (Effective Portion) | $ 1 | $ (1) | $ (3) |
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 | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Pre-Tax Loss (Gain) Reclassified from AOCL into Income (Effective Portion) | $ 1 | $ (1) |
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 - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives designated as hedging instruments | ||
Other Long-term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives designated as hedging instruments | $ 1 | $ 2 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Fair Value Disclosures [Abstract] | ||
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 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in equity securities | $ 124 | $ 141 |
Available-for-sale debt securities | 107 | 101 |
Trading securities | 12 | 12 |
Total assets | 243 | 254 |
Fair value of interest rate swap agreement | 1 | 2 |
Total liabilities | 1 | 2 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in equity securities | 124 | 141 |
Total assets | 124 | 141 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 107 | 101 |
Trading securities | 12 | 12 |
Total assets | 119 | 113 |
Fair value of interest rate swap agreement | 1 | 2 |
Total liabilities | $ 1 | $ 2 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Reduction to variable rent expense recognized | $ 1 | $ 1 |
Leases - Components of Lease Co
Leases - Components of Lease Cost and Rent Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 51 | $ 48 | $ 101 | $ 95 |
Short-term rent expense | 27 | 27 | 54 | 59 |
Variable lease cost | 6 | 7 | 11 | 10 |
Sublease income | (2) | (1) | (3) | (2) |
Total operating lease cost | 82 | 81 | 163 | 162 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 3 | 3 | 6 | 6 |
Interest on finance lease liabilities | 2 | 2 | 4 | 4 |
Total finance lease cost | $ 5 | $ 5 | $ 10 | $ 10 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Operating Leases: | ||
Operating Lease ROU Assets | $ 623 | $ 607 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Finance Leases: | ||
Property and equipment | $ 9,328 | $ 9,653 |
Less accumulated depreciation and amortization | (4,019) | (4,045) |
Property and equipment, net | 5,309 | 5,608 |
Current finance lease liabilities | $ 5 | $ 6 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent |
Long-term finance lease liabilities | $ 76 | $ 107 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtNoncurrent | us-gaap:LongTermDebtNoncurrent |
Finance Lease ROU Assets [Member] | ||
Finance Leases: | ||
Property and equipment | $ 153 | $ 173 |
Less accumulated depreciation and amortization | (46) | (56) |
Property and equipment, net | 107 | 117 |
Finance Lease ROU Assets [Member] | Land and Improvements [Member] | ||
Finance Leases: | ||
Property and equipment | 8 | 8 |
Finance Lease ROU Assets [Member] | Building and Building Improvements [Member] | ||
Finance Leases: | ||
Property and equipment | 136 | 154 |
Finance Lease ROU Assets [Member] | Equipment and Fixtures [Member] | ||
Finance Leases: | ||
Property and equipment | $ 9 | $ 11 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 95 | $ 78 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases | 4 | 4 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases | 4 | 5 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 21 | 1 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 73 | $ 47 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - Supplemental Employee Retirement Plans, Defined Benefit [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit cost | $ 2 | $ 2 | $ 4 | $ 3 | |
Accrued benefits liabilities | 76 | $ 76 | $ 72 | ||
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, discount rate | 3.10% | 4.20% | |||
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, rate of compensation increase | 3.00% | 3.00% | |||
Assets in a rabbi trust generally designated to pay benefits of the SERP | $ 85 | $ 85 | $ 84 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
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 | |
Amount available for dividend payments, stock repurchases at period end | $ 200 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Stockholders' Deficit (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Equity, beginning balance | $ (2,136) | $ (2,141) | $ (1,590) | $ (1,463) |
Redeemable Noncontrolling Interests, beginning balance | 502 | |||
Comprehensive income (loss) | 87 | 28 | (157) | (110) |
Distributions to noncontrolling interests | (10) | (8) | (8) | (8) |
Purchase of subsidiary shares from noncontrolling interests | 1 | (1) | (1) | |
Other reclassifications of noncontrolling interests | (8) | 1 | ||
Adjustment to redemption value of redeemable noncontrolling interests | 3 | (7) | (6) | (12) |
Cancellation of restricted stock for tax withholdings on vested shares | (1) | (1) | ||
Share-based compensation | 3 | 2 | 3 | 3 |
Equity, ending balance | (2,052) | (2,136) | (1,759) | (1,590) |
Redeemable Noncontrolling Interests, ending balance | 489 | |||
Redeemable Noncontrolling Interests (Non- Equity) | ||||
Redeemable Noncontrolling Interests, beginning balance | 502 | 502 | 505 | 504 |
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 7 | 8 | 14 | 9 |
Contributions from redeemable noncontrolling interests | 1 | 1 | ||
Distributions to redeemable noncontrolling interests | (17) | (22) | (22) | (19) |
Purchase of subsidiary shares from noncontrolling interests | (1) | (1) | (1) | |
Other reclassifications of redeemable noncontrolling interests | 1 | 8 | (1) | (1) |
Adjustment to redemption value of redeemable noncontrolling interests | (3) | 7 | 6 | 12 |
Redeemable Noncontrolling Interests, ending balance | 489 | 502 | 503 | 505 |
Common Stock | ||||
Equity, beginning balance | 1 | 1 | 1 | 1 |
Equity, ending balance | 1 | 1 | 1 | 1 |
Additional Paid-in Capital | ||||
Equity, beginning balance | 2,001 | 2,008 | 2,007 | 2,017 |
Purchase of subsidiary shares from noncontrolling interests | 1 | (1) | (1) | |
Other reclassifications of noncontrolling interests | (1) | |||
Adjustment to redemption value of redeemable noncontrolling interests | 3 | (7) | (6) | (12) |
Cancellation of restricted stock for tax withholdings on vested shares | (1) | (1) | ||
Share-based compensation | 3 | 2 | 3 | 3 |
Equity, ending balance | 2,008 | 2,001 | 2,002 | 2,007 |
Accumulated Other Comprehensive Income (Loss) | ||||
Equity, beginning balance | (7) | (9) | (10) | (10) |
Comprehensive income (loss) | 2 | 2 | 2 | |
Equity, ending balance | (5) | (7) | (8) | (10) |
Accumulated Deficit | ||||
Equity, beginning balance | (4,200) | (4,218) | (3,661) | (3,543) |
Comprehensive income (loss) | 69 | 18 | (167) | (118) |
Equity, ending balance | (4,131) | (4,200) | (3,828) | (3,661) |
Noncontrolling Interest | ||||
Equity, beginning balance | 69 | 77 | 73 | 72 |
Comprehensive income (loss) | 16 | 8 | 8 | 8 |
Distributions to noncontrolling interests | (10) | (8) | (8) | (8) |
Other reclassifications of noncontrolling interests | (8) | 1 | 1 | |
Equity, ending balance | $ 75 | $ 69 | $ 74 | $ 73 |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Equity [Abstract] | ||||
Net income (loss) attributable to Community Health Systems, Inc. stockholders | $ 70 | $ (167) | $ 87 | $ (285) |
Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests | 1 | (1) | (1) | |
Net transfers to the noncontrolling interests | 1 | (1) | (1) | |
Change to Community Health Systems, Inc. stockholders' deficit from net income (loss) attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests | $ 71 | $ (168) | $ 87 | $ (286) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Components of Denominator for Computation of Basic and Diluted Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Effect of dilutive securities: | ||||
Weighted-average number of shares outstanding — basic | 114,972,408 | 113,862,097 | 114,636,963 | 113,561,523 |
Restricted stock awards | 41,253 | 59,295 | ||
Employee stock options | 238 | |||
Weighted-average number of shares outstanding — diluted | 115,013,661 | 113,862,097 | 114,696,496 | 113,561,523 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Increase in number of shares to diluted shares calculation if income would have been generated | 30,472 | 44,867 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Employee stock options and restricted stock awards excluded from computation of earnings per share amount | 4,323,656 | 4,020,947 | 4,587,414 | 3,908,725 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Pending Litigation [Member] | Litigation Matters Where Negative Outcome Is Reasonably Possible [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Attorneys' fees and other costs incurred | $ 2,000,000 | $ 1,000,000 | $ 4,000,000 | |||
Pending Litigation [Member] | Litigation Matters Where Negative Outcome Is Reasonably Possible [Member] | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Income on legal fees | $ 1,000,000 | |||||
Class Action Shareholder Federal Securities Cases [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Judgment awarded | $ 53,000,000 | |||||
Steadfast Insurance Company, et al v. Community Health Systems, Inc. [Member] | Pending Litigation [Member] | Litigation Matters For Which An Outcome Cannot Be Assessed [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency damages sought value | $ 73,000,000 |
Contingencies - Schedule of Rec
Contingencies - Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies (Details) - Pending Litigation [Member] - Other Probable Contingencies [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Loss Contingency Accrual [Roll Forward] | |
Beginning Balance | $ 68 |
Expense | 10 |
Reserve for insured claim | 10 |
Cash payments | (63) |
Ending Balance | $ 25 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event $ in Millions | 1 Months Ended | |
Jul. 29, 2020USD ($) | Jul. 01, 2020Item | |
Public Health and Social Services Emergency Fund (the "PHSSEF") | ||
Subsequent Event [Line Items] | ||
Proceeds received from government intended to compensate lost revenues and Incremental expenses incurred | $ | $ 109 | |
Northern Louisiana Medical Center | Ruston, Louisiana | ||
Subsequent Event [Line Items] | ||
Number of licensed beds sold | 130 | |
St. Cloud Regional Medical Center | St. Cloud, Florida | ||
Subsequent Event [Line Items] | ||
Number of licensed beds sold | 84 |
Summarized Financial Informat_3
Summarized Financial Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020Item | |
Condensed Financial Statements Captions [Line Items] | |
Percentage of owned domestic subsidiaries which guaranteed senior notes | 100.00% |
Number of hospitals jointly owned with non-profit health organizations | 3 |
Senior Notes due 2022 | |
Condensed Financial Statements Captions [Line Items] | |
Debt instrument, interest rate, stated percentage | 6.875% |
Senior Secured Notes due 2023 | |
Condensed Financial Statements Captions [Line Items] | |
Debt instrument, interest rate, stated percentage | 6.25% |
Summarized Financial Informat_4
Summarized Financial Information - Summarized Statements of Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Condensed Financial Statements Captions [Line Items] | ||||
Net operating revenues | $ 2,519 | $ 3,302 | $ 5,544 | $ 6,679 |
Income from operations | 296 | 111 | 406 | 301 |
Net income | 93 | (146) | 126 | (246) |
Net income attributable to Community Health Systems, Inc. Stockholders | $ 70 | $ (167) | 87 | $ (285) |
Parent Company, Subsidiary Issuer And Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Net operating revenues | 3,672 | |||
Income from operations | 532 | |||
Net income | 168 | |||
Net income attributable to Community Health Systems, Inc. Stockholders | $ 168 |
Summarized Financial Informat_5
Summarized Financial Information - Summarized Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | |
Condensed Financial Statements Captions [Line Items] | |||
Current assets | $ 4,413 | $ 3,427 | |
Current liabilities | 3,422 | 2,282 | |
Parent Company, Subsidiary Issuer And Guarantor Subsidiaries [Member] | |||
Condensed Financial Statements Captions [Line Items] | |||
Current assets | 3,596 | 2,464 | |
Noncurrent assets | [1] | 14,495 | 14,596 |
Current liabilities | 2,354 | 1,472 | |
Noncurrent liabilities | [2] | $ 14,854 | $ 15,800 |
[1] | Includes amounts due from non-guarantor subsidiaries of $6.4 billion and $6.5 billion as of June 30, 2020 and December 31, 2019, respectively. | ||
[2] | Includes amounts due to non-guarantor subsidiaries of $0.7 billion and $1.4 billion as of June 30, 2020 and December 31, 2019, respectively. |
Summarized Financial Informat_6
Summarized Financial Information - Summarized Balance Sheets (Parenthetical) (Details) - Non-Guarantor Subsidiaries [Member] - USD ($) $ in Billions | Jun. 30, 2020 | Dec. 31, 2019 |
Condensed Financial Statements Captions [Line Items] | ||
Noncurrent assets | $ 6.4 | $ 6.5 |
Noncurrent liabilities | $ 0.7 | $ 1.4 |