Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 12, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
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 | 129,615,003 | ||
Entity Central Index Key | 0001108109 | ||
Amendment Flag | false | ||
Entity Public Float | $ 336,683,731 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain information required for Part III of this annual report is incorporated by reference to portions of the Registrant’s definitive proxy statement for its 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year ended December 31, 2020. |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net operating revenues | $ 11,789 | $ 13,210 | $ 14,155 |
Operating costs and expenses: | |||
Salaries and benefits | 5,411 | 5,947 | 6,384 |
Supplies | 1,963 | 2,151 | 2,355 |
Other operating expenses | 2,957 | 3,303 | 3,496 |
Government and other legal settlements and related costs | 93 | 11 | |
Electronic health records incentive reimbursement | (1) | (4) | |
Lease cost and rent | 327 | 321 | 337 |
Pandemic relief funds | (601) | ||
Depreciation and amortization | 558 | 608 | 700 |
Impairment and (gain) loss on sale of businesses, net | 48 | 138 | 668 |
Total operating costs and expenses | 10,663 | 12,560 | 13,947 |
Income from operations | 1,126 | 650 | 208 |
Interest expense, net of interest income of $3 in both 2020 and 2019 and $7 in 2018 | 1,031 | 1,041 | 976 |
(Gain) loss from early extinguishment of debt | (317) | 54 | (31) |
Equity in earnings of unconsolidated affiliates | (10) | (15) | (22) |
Income (loss) before income taxes | 422 | (430) | (715) |
(Benefit from) provision for income taxes | (185) | 160 | (11) |
Net income (loss) | 607 | (590) | (704) |
Less: Net income attributable to noncontrolling interests | 96 | 85 | 84 |
Net income (loss) attributable to Community Health Systems, Inc. stockholders | $ 511 | $ (675) | $ (788) |
Earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders: | |||
Basic | $ 4.43 | $ (5.93) | $ (6.99) |
Diluted | $ 4.39 | $ (5.93) | $ (6.99) |
Weighted-average number of shares outstanding: | |||
Basic | 115,491,022 | 113,739,046 | 112,728,274 |
Diluted | 116,544,561 | 113,739,046 | 112,728,274 |
Consolidated Statements of In_2
Consolidated Statements of Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Interest income | $ 3 | $ 3 | $ 7 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 607 | $ (590) | $ (704) |
Other comprehensive (loss) income, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax of $0, $1 and $6 for the years ended December 31, 2020, 2019 and 2018, respectively | (1) | (3) | 20 |
Net change in fair value of available-for-sale debt securities, net of tax | 4 | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax of $2, $0 and $1 for the years ended December 31, 2020, 2019, and 2018, respectively | (7) | (1) | |
Other comprehensive (loss) income | (4) | 1 | 17 |
Comprehensive income (loss) | 603 | (589) | (687) |
Less: Comprehensive income attributable to noncontrolling interests | 96 | 85 | 84 |
Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders | $ 507 | $ (674) | $ (771) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net change in fair value of interest rate swaps, tax | $ 0 | $ 1 | $ 6 |
Amortization and recognition of unrecognized pension cost components, tax | $ 2 | $ 0 | $ 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,676 | $ 216 |
Patient accounts receivable | 1,927 | 2,258 |
Supplies | 335 | 354 |
Prepaid income taxes | 50 | 48 |
Prepaid expenses and taxes | 184 | 193 |
Other current assets | 338 | 358 |
Total current assets | 4,510 | 3,427 |
Property and equipment | ||
Land and improvements | 515 | 560 |
Buildings and improvements | 5,749 | 5,878 |
Equipment and fixtures | 3,088 | 3,215 |
Property and equipment | 9,352 | 9,653 |
Less accumulated depreciation and amortization | (4,030) | (4,045) |
Property and equipment, net | 5,322 | 5,608 |
Goodwill | 4,219 | 4,328 |
Deferred income taxes | 59 | 38 |
Other assets, net of accumulated amortization of $1,118 and $981 at December 31, 2020 and 2019, respectively | 1,896 | 2,208 |
Total assets | 16,006 | 15,609 |
Current liabilities: | ||
Current maturities of long-term debt | 123 | 20 |
Current operating lease liabilities | 142 | 136 |
Accounts payable | 783 | 811 |
Accrued liabilities: | ||
Employee compensation | 637 | 594 |
Accrued interest | 150 | 189 |
Other | 980 | 532 |
Total current liabilities | 2,815 | 2,282 |
Long-term debt | 12,093 | 13,385 |
Deferred income taxes | 29 | 200 |
Long-term operating lease liabilities | 524 | 487 |
Other long-term liabilities | 1,599 | 894 |
Total liabilities | 17,060 | 17,248 |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 484 | 502 |
Commitments and contingencies (Note 15) | ||
Community Health Systems, Inc. stockholders’ deficit: | ||
Preferred stock, $.01 par value per share, 100,000,000 shares authorized; none issued | ||
Common stock, $.01 par value per share, 300,000,000 shares authorized; 129,612,117 shares issued and outstanding at December 31, 2020, and 117,822,631 shares issued and outstanding at December 31, 2019 | 1 | 1 |
Additional paid-in capital | 2,094 | 2,008 |
Accumulated other comprehensive loss | (13) | (9) |
Accumulated deficit | (3,707) | (4,218) |
Total Community Health Systems, Inc. stockholders’ deficit | (1,625) | (2,218) |
Noncontrolling interests in equity of consolidated subsidiaries | 87 | 77 |
Total stockholders’ deficit | (1,538) | (2,141) |
Total liabilities and stockholders’ deficit | $ 16,006 | $ 15,609 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Accumulated amortization | $ 1,118 | $ 981 |
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 | 129,612,117 | 117,822,631 |
Common stock, shares outstanding | 129,612,117 | 117,822,631 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Millions | Total | Redeemable Noncontrolling Interests (Non- Equity) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment [Member] | Noncontrolling Interest |
Equity, beginning balance at Dec. 31, 2017 | $ (692) | $ 1 | $ 2,014 | $ (21) | $ (6) | $ (2,761) | $ 6 | $ 75 | |
Redeemable Noncontrolling Interests, beginning balance at Dec. 31, 2017 | $ 527 | ||||||||
Shares, outstanding, beginning balance at Dec. 31, 2017 | 114,651,004 | ||||||||
Comprehensive income (loss) | (741) | 17 | (788) | 30 | |||||
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 54 | ||||||||
Contributions from redeemable noncontrolling interests | 3 | ||||||||
Distributions to noncontrolling interests | (28) | (28) | |||||||
Distributions to redeemable noncontrolling interests | (68) | ||||||||
Purchase of subsidiary shares from noncontrolling interests | (7) | (24) | (4) | (3) | |||||
Other reclassifications of noncontrolling interests | (2) | (2) | |||||||
Other reclassifications of redeemable noncontrolling interests | 1 | ||||||||
Noncontrolling interests in acquired entity | 6 | ||||||||
Adjustment to redemption value of redeemable noncontrolling interests | (5) | 5 | (5) | ||||||
Cancellation of restricted stock for tax withholdings on vested shares | (1) | (1) | |||||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (293,735) | ||||||||
Income tax payable increase from vesting of restricted shares | 333 | ||||||||
Stock-based compensation | 13 | 13 | |||||||
Stock-based compensation, shares | 1,890,774 | ||||||||
Equity, ending balance at Dec. 31, 2018 | (1,463) | $ 1 | 2,017 | (10) | (3,543) | 72 | |||
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2018 | 504 | ||||||||
Shares, outstanding, ending balance at Dec. 31, 2018 | 116,248,376 | ||||||||
Comprehensive income (loss) | (641) | 1 | (675) | 33 | |||||
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 52 | ||||||||
Contributions from noncontrolling interests | 7 | 7 | |||||||
Contributions from redeemable noncontrolling interests | 3 | ||||||||
Distributions to noncontrolling interests | (31) | (31) | |||||||
Distributions to redeemable noncontrolling interests | (68) | ||||||||
Purchase of subsidiary shares from noncontrolling interests | (3) | (8) | 3 | (6) | |||||
Other reclassifications of noncontrolling interests | 2 | 2 | |||||||
Other reclassifications of redeemable noncontrolling interests | (2) | ||||||||
Adjustment to redemption value of redeemable noncontrolling interests | (21) | 21 | (21) | ||||||
Cancellation of restricted stock for tax withholdings on vested shares | (1) | (1) | |||||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (298,182) | ||||||||
Income tax payable increase from vesting of restricted shares | 333 | ||||||||
Stock-based compensation | 10 | 10 | |||||||
Stock-based compensation, shares | 1,872,104 | ||||||||
Equity, ending balance at Dec. 31, 2019 | (2,141) | $ 1 | 2,008 | (9) | (4,218) | 77 | |||
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2019 | 502 | 502 | |||||||
Shares, outstanding, ending balance at Dec. 31, 2019 | 117,822,631 | ||||||||
Comprehensive income (loss) | 545 | (4) | 511 | 38 | |||||
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 58 | ||||||||
Contributions from noncontrolling interests | 15 | 15 | |||||||
Distributions to noncontrolling interests | (34) | (34) | |||||||
Distributions to redeemable noncontrolling interests | (82) | ||||||||
Purchase of subsidiary shares from noncontrolling interests | 3 | (4) | 3 | ||||||
Other reclassifications of noncontrolling interests | (9) | (9) | |||||||
Other reclassifications of redeemable noncontrolling interests | 9 | ||||||||
Disposition of less-than-wholly owned hospital | (14) | ||||||||
Adjustment to redemption value of redeemable noncontrolling interests | (15) | 15 | (15) | ||||||
Cancellation of restricted stock for tax withholdings on vested shares | (1) | (1) | |||||||
Cancellation of restricted stock for tax withholdings on vested shares, shares | (288,859) | ||||||||
Issuance of common stock in connection with the exercise of stock options, shares | 18,166 | ||||||||
Income tax payable increase from vesting of restricted shares | 333 | ||||||||
Section 3(a)(9) exchange | 86 | 86 | |||||||
Section 3(a)(9) exchange, shares | 10,000,000 | ||||||||
Stock-based compensation | 13 | 13 | |||||||
Stock-based compensation, shares | 2,059,846 | ||||||||
Equity, ending balance at Dec. 31, 2020 | (1,538) | $ 1 | $ 2,094 | $ (13) | $ (3,707) | $ 87 | |||
Redeemable Noncontrolling Interests, ending balance at Dec. 31, 2020 | $ 484 | $ 484 | |||||||
Shares, outstanding, ending balance at Dec. 31, 2020 | 129,612,117 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 607 | $ (590) | $ (704) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 558 | 608 | 700 |
Deferred income taxes | (187) | 203 | (3) |
Government and other legal settlements and related costs | 51 | 11 | |
Stock-based compensation expense | 13 | 10 | 13 |
Impairment and (gain) loss on sale of businesses, net | 48 | 138 | 668 |
(Gain) loss from early extinguishment of debt | (317) | 54 | (31) |
Other non-cash expenses, net | 131 | 182 | 38 |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | |||
Patient accounts receivable | 309 | 93 | 31 |
Supplies, prepaid expenses and other current assets | (15) | 38 | 16 |
Medicare accelerated payments | 1,158 | ||
Repayment/derecognition of Medicare accelerated payments | (77) | ||
Unrecognized pandemic relief funds | 104 | ||
Accounts payable, accrued liabilities and income taxes | (67) | (157) | (163) |
Payment of HMA legal settlement | (266) | ||
Other | (87) | (245) | (36) |
Net cash provided by operating activities | 2,178 | 385 | 274 |
Cash flows from investing activities: | |||
Acquisitions of facilities and other related businesses | (1) | (13) | (26) |
Purchases of property and equipment | (440) | (438) | (527) |
Proceeds from disposition of hospitals and other ancillary operations | 648 | 604 | 405 |
Proceeds from sale of property and equipment | 4 | 3 | 8 |
Purchases of available-for-sale debt securities and equity securities | (178) | (80) | (78) |
Proceeds from sales of available-for-sale debt securities and equity securities | 194 | 92 | 114 |
Increase in other investments | (50) | (170) | (141) |
Net cash provided by (used in) investing activities | 177 | (2) | (245) |
Cash flows from financing activities: | |||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) | (1) |
Deferred financing costs and other debt-related costs | (156) | (46) | (96) |
Proceeds from noncontrolling investors in joint ventures | 15 | 10 | 3 |
Redemption of noncontrolling investments in joint ventures | (1) | (11) | (31) |
Distributions to noncontrolling investors in joint ventures | (116) | (99) | (96) |
Proceeds from sale-lease back | 2 | 60 | |
Other borrowings | 53 | 37 | 28 |
Issuance of long-term debt | 4,262 | 3,042 | 1,033 |
Proceeds from ABL Facility | 540 | 202 | 797 |
Repayments of long-term indebtedness | (5,493) | (3,557) | (2,033) |
Net cash used in financing activities | (895) | (363) | (396) |
Net change in cash and cash equivalents | 1,460 | 20 | (367) |
Cash and cash equivalents at beginning of period | 216 | 196 | 563 |
Cash and cash equivalents at end of period | 1,676 | 216 | 196 |
Supplemental disclosure of cash flow information: | |||
Interest payments | (1,039) | (1,011) | (936) |
Income tax refunds (payments), net | $ (2) | $ 3 | $ 19 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business. Community Health Systems, Inc. is a holding company and operates no business in its own name. On a consolidated basis, Community Health Systems, Inc. and its subsidiaries (collectively the “Company”) own, lease and operate general acute care hospitals in communities across the country. As of December 31, 2020, the Company owned or leased 89 hospitals, including two stand-alone rehabilitation or psychiatric hospitals, licensed for 14,110 beds in 16 states. Throughout these notes to the consolidated financial statements, Community Health Systems, Inc. (the “Parent”) and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly-traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated, and management services provided, by distinct and indirect subsidiaries of Community Health Systems, Inc. As of December 31, 2020, Indiana, Florida and Texas represent the only areas of significant geographic concentration. Net operating revenues generated by the Company’s hospitals in Indiana, as a percentage of consolidated net operating revenues, were 15.0% in 2020, 13.7% in 2019 and 12.5% in 2018. Net operating revenues generated by the Company’s hospitals in Florida, as a percentage of consolidated net operating revenues, were 13.0% in 2020 and 14.3% in both 2019 and 2018. Net operating revenues generated by the Company’s hospitals in Texas, as a percentage of consolidated net operating revenues, were 12.2% in both 2020 and 2019 and 11.7% in 2018. Use of Estimates . The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. Principles of Consolidation . The consolidated financial statements include the accounts of the Parent, its subsidiaries, all of which are controlled by the Parent through majority voting control, and variable interest entities for which the Company is the primary beneficiary. All intercompany accounts, profits and transactions have been eliminated. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity to distinguish between the interests of the Parent and the interests of the noncontrolling owners. Revenues, expenses and income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of income (loss), along with a net income measure that separately presents the amounts attributable to the controlling interests and the amounts attributable to the noncontrolling interests for each of the periods presented. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the consolidated balance sheets. Cost of Revenue . Substantially all of the Company’s operating costs and expenses are “cost of revenue” items. Operating costs that could be classified as general and administrative by the Company would include the Company’s corporate office costs at its Franklin, Tennessee office which were collectively $190 million, $184 million and $181 million for the years ended December 31, 2020, 2019 and 2018, respectively. Included in these corporate office costs is stock-based compensation of $13 million, $10 million and $13 million for the years ended December 31, 2020, 2019 and 2018, respectively. Cash Equivalents . The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. Supplies. Supplies, principally medical supplies, are stated at the lower of cost (first-in, first-out basis) or market. Marketable Securities. The Company’s marketable securities consist of debt securities that are classified as trading or available-for-sale and equity securities. Available-for-sale debt securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ (deficit) equity. Trading securities are reported at fair value with unrealized gains and losses included in earnings. Other comprehensive loss, net of tax, included an unrealized gain of $4 million for both of the years ended December 31, 2020 and 2019, and an unrealized loss of $2 million during the year ended December 31, 2018, related to these available-for-sale debt securities. Property and Equipment . Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the land and improvements (3 to 20 years), buildings and improvements (5 to 40 years) and equipment and fixtures (3 to 18 years). Costs capitalized as construction in progress were $194 million and $219 million at December 31, 2020 and 2019, respectively. Expenditures for renovations and other significant improvements are capitalized; however, maintenance and repairs which do not improve or extend the useful lives of the respective assets are charged to operations as incurred. Interest capitalized related to construction in progress was $15 million, $20 million and $15 million for the years ended December 31, 20 20 , 201 9 and 201 8 , respectively. Purchases of property and equipment and internal-use software accrued in accounts payable and not yet paid were $ 100 million and $ 93 million at December 31, 20 20 and 201 9 , respectively. The Company also leases certain facilities and equipment under finance leases (see Note 9). Such assets are amortized on a straight-line basis over the lesser of the term of the lease or the remaining useful lives of the applicable assets. During the year ended December 31, 2020, the Company had non-cash investing activity of $22 million related to certain facility and equipment additions that were financed through finance leases and other debt. Goodwill. Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill arising from business combinations is not amortized. Goodwill is required to be evaluated for impairment at the same time every year and when an event occurs or circumstances change such that it is more likely than not that impairment may exist. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. There was no goodwill impairment charge during the years ended December 31, 2020, 2019 and 2018 as a result of the Company’s annual impairment evaluation. Other Assets. Other assets consist of the insurance recovery receivable from excess insurance carriers related to the Company’s self-insured malpractice general liability and workers’ compensation insurance liability; costs to recruit physicians to the Company’s markets, which are deferred and expensed over the term of the respective physician recruitment contract, generally three years, and included in amortization expense; equity method investments; and capitalized internal-use software costs, which are expensed over the expected useful life, which is generally three years for routine software, and included in amortization expense. Revenue Recognition. On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, upon the Company’s adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore was included as a reduction to net operating revenues in 2019 and 2018. For changes in credit issues not assessed at the date of service, the Company prospectively recognizes those amounts in other operating expenses on the statement of operations. As part of the adoption of ASC 606, the Company elected two of the available practical expedients provided for in the standard. First, the Company does not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expenses all incremental customer contract acquisition costs as incurred because such costs are not material and would be amortized over a period less than one year. Net Operating Revenues Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During each of the years ended December 31, 2020, 2019 and 2018, 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 years ended December 31, 2020, 2019 and 2018 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Year Ended December 31, 2020 2019 2018 Medicare $ 2,813 $ 3,331 $ 3,730 Medicaid 1,578 1,736 1,876 Managed Care and other third-party payors 7,400 8,014 8,349 Self-pay (2 ) 129 200 Total $ 11,789 $ 13,210 $ 14,155 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, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables, the impact of recent acquisitions and dispositions and the impact of current economic and other events. 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 $98 million and $83 million as of December 31, 2020 and December 31, 2019, respectively, and these amounts are included in accrued liabilities-other in the accompanying consolidated balance sheets. Amounts due from third-party payors were $136 million and $137 million as of December 31, 2020 and December 31, 2019, respectively, and are included in other current assets in the accompanying consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2016. Charity Care In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. The Company updated its policy during the year ended December 31, 2020 in a manner which increased the number of accounts qualifying for charity care. This resulted in an increase in charity care services during the year ended December 31, 2020 compared to 2019 and previous years. These charity care services are estimated to be $1.0 billion, $540 million and $491 million for the years ended December 31, 2020, 2019 and 2018, respectively, representing the value (at the Company’s standard charges) of these charity care services that are excluded from net operating revenues. The estimated cost incurred by the Company to provide these charity care services to patients who are unable to pay was approximately $122 million, $ 66 Electronic Health Records Incentive Reimbursement. The federal government has implemented a number of regulations and programs designed to promote the use of electronic health records (“EHR”) technology and, pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), established requirements for a Medicare and Medicaid incentive payments program for eligible hospitals and professionals that adopt and meaningfully use certified EHR technology. The Company utilizes a gain contingency model to recognize EHR incentive payments. Recognition occurs when the eligible hospitals adopt or demonstrate meaningful use of certified EHR technology . Leases. On January 1, 2019, the Company adopted the cumulative accounting standard updates initially issued by the FASB in February 2016 that amend the accounting for leases and are codified as Accounting Standards Codification Topic 842 (“ASC 842”). These changes to the lease accounting model require operating leases be recorded on the balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. Leases with an initial term of 12 months or less that do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised are not recorded on the balance sheet; rather, rent expense for these leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company elected the amended transition requirements allowed for by the FASB in ASU 2018-11, which provide entities relief by allowing them not to recast prior comparative periods from the adoption of ASC 842. As a result, the prior year comparative financial statements have not been restated to reflect the adoption of ASC 842. Additionally, the Company elected the package of practical expedients available in ASC 842 upon adoption whereby an entity need not reassess expired contracts for lease identification or classification as a finance or operating lease, or for the reassessment of initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. Certain of the Company’s lease agreements have lease and non-lease components, which for the majority of leases the Company accounts for separately when the actual lease and non-lease components are determinable. For equipment leases with immaterial non-lease components incorporated into the fixed rent payment, the Company accounts for the lease and non-lease components as a single lease component in determining the lease payment. Additionally, for certain individually insignificant equipment leases such as copiers, the Company applies a portfolio approach to effectively record the operating lease liability and ROU asset. The adoption of ASC 842 had a material impact on the Company’s consolidated balance sheet through the recording of the operating lease liabilities and related ROU assets for leases in effect at January 1, 2019, but the adoption did not have a material impact on the Company’s consolidated statement of income (loss) or consolidated statement of cash flows for the year ended December 31, 2019. The Company recorded approximately $673 Physician Income Guarantees . The Company enters into physician recruiting agreements under which it supplements physician income to a minimum amount over a period of time, typically one year, while the physicians establish themselves in the community. As part of the agreements, the physicians are committed to practice in the community for a period of time, typically three years, which extends beyond their income guarantee period. The Company records an asset and liability for the estimated fair value of minimum revenue guarantees on new agreements. Adjustments to the ultimate value of the guarantee paid to physicians are recognized in the period that the change in estimate is identified. The Company amortizes an asset over the life of the agreement. As of December 31, 2020 and 2019, the unamortized portion of these physician income guarantees was $16 million and $20 million, respectively, and is recorded in other assets in the consolidated balance sheet. Concentrations of Credit Risk . The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements. Because of the economic diversity of the Company’s facilities and non-governmental third-party payors, Medicare represents the only significant concentration of credit risk from payors. Accounts receivable, net of contractual allowances, from Medicare was $232 million and $268 million at December 31, 2020 and 2019, respectively, representing 6% and 5% of consolidated net accounts receivable at December 31, 2020 and 2019, respectively. Accounting for the Impairment or Disposal of Long-Lived Assets. During the year ended December 31, 2020, the Company recorded a total combined net impairment charge and loss on disposal of approximately $48 million, of which (i) approximately $ 59 million was recorded to reduce the carrying value of closed hospitals and certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell , (ii) approximately $ 74 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals or where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value , (iii) approximately $ 3 million was recorded related to a hospital that closed on September 30, 2020, and (iv) approximately $ 1 million was recorded related to a shared service center that closed on July 31, 2020. The impairment charge was partially offset by a gain of approximately $ 89 million related primarily to three hospi tals sold on January 1, 2020, one hospital sold on July 1, 2020 and two hospitals sold on October 27, 2020 . During the year ended December 31, 2020, a net allocation of approximately $ 110 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 year ended December 31, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $138 million, of which (i) approximately $92 million was recorded to reduce the carrying value of closed hospitals and certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell and (ii) approximately $46 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals or where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value. During the year ended December 31, 2019, a net allocation of approximately $235 million of goodwill was allocated from the hospital operations reporting unit goodwill 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 . Income Taxes. The Company accounts for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statement of income (loss) during the period in which the tax rate change becomes law. Comprehensive Loss . Comprehensive loss is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Segment Reporting . A public company is required to report annual and interim financial and descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet the criteria established by U.S. GAAP. The Company operates a single operating segment represented by hospital operations (which includes the Company's acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services). 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 and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 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, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provide for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month Pandemic Relief Funds During the year ended December 31, 2020, the Company received approximately $705 million in payments through the PHSSEF and various state and local programs , The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021 which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results of operations during such period as compared to the Company’s budget. Such guidance, specifically the various Post-Payment Notice of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. On the basis of guidance available at the time, the Company’s estimate of lost revenues for 2020 was first based on the negative change in year-over-year net patient care operating revenue income Amounts received through the PHSSEF or state and local programs that have not yet been recognized as a reduction to operating costs and expenses or otherwise have not been refunded to HHS or the various state and local agencies as of December 31, 2020, are reflected within accrued liabilities-other in the 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. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. Medicare Accelerated Payments Medicare accelerated payments of approximately $1.2 billion were received by the Company in April 2020. No additional Medicare accelerated payments have been received by the Company since such time and approximately $77 million of amounts previously received was repaid to CMS or assumed by buyers related to divested entities. Effective October 8, 2020, CMS is no longer accepting new applications for accelerated payments. Accordingly, the Company does not expect to receive additional Medicare accelerated payments. Payments under the Medicare Accelerated and Advance Payment program are advances that must be repaid. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25 % of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50 % for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent ( 4 %) from the date the letter was issued, and will be assessed for each full 30-day period that the balance remains unpaid. As of December 31, 2020, approximately $ 425 million of Medicare accelerated payments are reflected within accrued liabilities-other in the consolidated balance sheet while the remaining approximately $ 656 million are included within other long-term liabilities. The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above. 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 Reportin |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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 “2009 Plan”). The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the “IRC”), as well as stock options which did not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. 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 December 31, 2020, 10,451,760 shares of unissued common stock were reserved for future grants under the 2009 Plan. The exercise price of all options granted under the 2000 Plan and the 2009 Plan has been equal to the fair value of the Company’s common stock on the option grant date. The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions): Year Ended December 31, 2020 2019 2018 Effect on income (loss) before income taxes $ (13 ) $ (10 ) $ (13 ) Effect on net income (loss) $ (10 ) $ (8 ) $ (10 ) At December 31, 2020, $16 million of unrecognized stock-based compensation expense related to outstanding unvested stock options, restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 22 months. Of that amount, $3 million related to outstanding unvested stock options was expected to be recognized over a weighted-average period of 23 months and $ 13 million related to outstanding unvested restricted stock and restricted stock units was expected to be recognized over a weighted-average period of 22 months . There were no modifications to awards during the years ended December 31, 20 20 , 201 9 and 201 8 . The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Expected volatility 73.5% 68.4 % N/A% Expected dividends - - N/A Expected term 6.0 years 5.6 years N/A Risk-free interest rate 1.0% 2.6 % N/A% In determining the expected term, the Company examined concentrations of option holdings and historical patterns of option exercises and forfeitures, as well as forward-looking factors, in an effort to determine if there were any discernable employee populations. From this analysis, the Company identified two primary employee populations, one consisting of certain senior executives and the other consisting of substantially all other recipients. The expected volatility rate was estimated based on historical volatility. In determining expected volatility, the Company also reviewed the market-based implied volatility of actively traded options of its common stock and determined that historical volatility utilized to estimate the expected volatility rate did not differ significantly from the implied volatility. The expected term computation is based on historical exercise and cancellation patterns and forward-looking factors, where present, for each population identified. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company adjusts the estimated forfeiture rate to its actual experience. Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of December 31, 2020, and changes during each of the years in the three-year period prior to December 31, 2020, were as follows (in millions, except share and per share data): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value as of December 31, 2020 Outstanding at December 31, 2017 1,115,667 $ 31.56 Granted - - Exercised - - Forfeited and cancelled (490,729 ) 32.01 Outstanding at December 31, 2018 624,938 31.21 Granted 658,500 4.95 Exercised - - Forfeited and cancelled (173,304 ) 23.04 Outstanding at December 31, 2019 1,110,134 16.90 Granted 946,500 4.93 Exercised (18,166 ) 4.99 Forfeited and cancelled (220,943 ) 33.52 Outstanding at December 31, 2020 1,817,525 $ 8.77 7.6 years $ 4 Exercisable at December 31, 2020 455,021 $ 20.24 3.7 years $ - The weighted-average grant date fair value of stock options granted during the year ended December 31, 2020 and 2019, respectively, was $3.17 and $3.05. No stock options were granted during the year ended December 31, 2018. The aggregate intrinsic value (calculated as the number of in-the-money stock options multiplied by the difference between the Company’s closing stock price on the last trading day of the reporting period ($7.43) and the exercise price of the respective stock options) in the table above represents the amount that would have been received by the option holders had all option holders exercised their options on December 31, 20 20 . This amount changes based on the market value of the Company’s common stock. The aggregate intrinsic value of op tions exercised during the year ended December 31, 2020 was less than $ 1 million. There were no options exercised during the years ended December 31, 201 9 and 201 8 . 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, the performance objectives are measured cumulatively over a three-year All of the restricted stock awards subject to performance objectives granted on March 1, 2017 were forfeited following the year ended December 31, 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 December 31, 2020, and changes during each of the years in the three-year period prior to December 31, 2020, were as follows: Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2017 2,643,919 $ 16.17 Granted 1,987,000 4.54 Vested (1,154,670 ) 23.22 Forfeited (167,342 ) 10.29 Unvested at December 31, 2018 3,308,907 7.00 Granted 1,989,000 4.94 Vested (1,160,667 ) 8.89 Forfeited (279,838 ) 5.60 Unvested at December 31, 2019 3,857,402 5.47 Granted 2,205,500 4.90 Vested (1,123,329 ) 5.84 Forfeited (383,838 ) 8.58 Unvested at December 31, 2020 4,555,735 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 37,118 RSUs, 34,068 RSUs and 34,483 RSUs on March 1, 2018, 2019 and 2020, respectively. Each of the 2018, 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 grants made during 2020, 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. A total of five directors elected to defer the receipt of RSUs granted on March 1, 2020 to a future date. RSUs outstanding under the 2009 Plan as of December 31, 2020, and changes during each of the years in the three-year period prior to December 31, 2020, were as follows: Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2017 172,078 $ 12.78 Granted 296,944 4.58 Vested (71,116 ) 15.51 Forfeited - - Unvested at December 31, 2018 397,906 6.17 Granted 306,612 4.99 Vested (162,942 ) 7.42 Forfeited - - Unvested at December 31, 2019 541,576 5.13 Granted 310,347 4.93 Vested (238,184 ) 5.47 Forfeited - - Unvested at December 31, 2020 613,739 4.89 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 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 consolidated statements of income (loss) were less than $1 million, $2 million and $3 million for the years ended December 31, 2020, 2019 and 2018, respectively. Effective June 1, 2019, one or more subsidiaries of the Company completed the acquisition of Northwest Mississippi Medical Center in Clarksdale, Mississippi. This healthcare system includes 181 licensed beds and other outpatient and ancillary services. The total cash consideration paid for operating assets was approximately $2 million with additional consideration of $9 million in assumed liabilities, for a total consideration of $11 million. This hospital was acquired in conjunction with the bankruptcy proceedings for the previous owner that acquired the hospital from the Company in 2017 as part of an agreement with the local county government associated with its lease of the hospital building. Based on the Company’s final purchase price allocation relating to this acquisition as of December 31, 2019, no goodwill has been recorded. Prior to the completion of the acquisition, the Company initiated a plan to sell this hospital and as such the hospital was classified as held for sale at December 31, 2019 and 2020. This disposition was completed on February 1, 2021, as further described below. Other Acquisitions During the years ended December 31, 2020, 2019 and 2018, one or more subsidiaries of the Company paid approximately $1 million, $8 million and $26 million, respectively, to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. In connection with these acquisitions, during the year ended December 31, 2020, t he Company allocated the majority of the purchase price to goodwill. equipment and net working capital and the remainder, approximately $22 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. The value of noncontrolling interests acquired in these acquisitions was $6 million. Divestitures The following table provides a summary of hospitals that the Company divested during the years ended December 31, 2020, 2019 and 2018. Hospital Buyer City, State Licensed Beds Effective Date 2020 Divestitures: Berwick Hospital Center Fayette Holdings, Inc. Berwick, PA 90 December 1, 2020 Brownwood Regional Medical Center Hendrick Health System Brownwood, TX 188 October 27, 2020 Abilene Regional Medical Center Hendrick Health System Abilene, TX 231 October 27, 2020 San Angelo Community Medical Center Shannon Health System San Angelo, TX 171 October 24, 2020 Bayfront Health St. Petersburg Orlando Health, Inc. St. Petersburg, FL 480 October 1, 2020 Hill Regional Hospital AHRK Holdings, LLC Hillsboro, TX 25 August 1, 2020 St. Cloud Regional Medical Center Orlando Health, Inc. St. Cloud, FL 84 July 1, 2020 Northern Louisiana Medical Center Allegiance Health Management, Inc. Ruston, LA 130 July 1, 2020 Shands Live Oak Regional Medical Center HCA 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 2018 Divestitures: Sparks Regional Medical Center Baptist Health Fort Smith, AR 492 November 1, 2018 Sparks Medical Center - Van Buren Baptist Health Van Buren, AR 103 November 1, 2018 AllianceHealth Deaconess INTEGRIS Health Oklahoma City, OK 238 October 1, 2018 Munroe Regional Medical Center Adventist Health System Ocala, FL 425 August 1, 2018 Tennova Healthcare - Dyersburg Regional West Tennessee Healthcare Dyersburg, TN 225 June 1, 2018 Tennova Healthcare - Regional Jackson West Tennessee Healthcare Jackson, TN 150 June 1, 2018 Tennova Healthcare - Volunteer Martin West Tennessee Healthcare Martin, TN 100 June 1, 2018 Williamson Memorial Hospital Mingo Health Partners, LLC Williamson, WV 76 June 1, 2018 Byrd Regional Hospital Allegiance Health Management Leesville, LA 60 June 1, 2018 Tennova Healthcare - Jamestown Rennova Health, Inc. Jamestown, TN 85 June 1, 2018 Bayfront Health Dade City Adventist Health System Dade City, FL 120 April 1, 2018 On September 8, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of Lea Regional medical Center (68 licensed beds) in Hobbs, New Mexico to affiliates of Covenant Health System. This disposition was completed on January 1, 2021, as further described in Note 16 below. On September 30, 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 Tennova Healthcare – Tullahoma (135 licensed beds) in Tullahoma, Tennessee and Tennova Healthcare – Shelbyville (60 licensed beds) in Shelbyville, Tennessee to Vanderbilt University Medical Center. These dispositions were completed on January 1, 2021, as further described in Note 16 below. On October 30, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of Northwest Mississippi Medical Center ( 181 licensed beds) in Clarksdale, Mississippi, to affiliates of Delta Health System. This disposition was completed on February 1, 2021, as further described in Note 16 below. On December 8, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of AllianceHealth Midwest (255 licensed beds) in Midwest City, Oklahoma, to affiliates of SSM Health Care of Oklahoma, Inc. The following table discloses amounts included in the consolidated balance sheets for the hospitals classified as held for sale as of December 31, 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. December 31, 2020 2019 Other current assets $ 12 $ 25 Other assets, net 11 262 Accrued liabilities 16 43 Financial and statistical data reported in this Annual Report on Form 10-K (“Form 10-K”) includes operating results for hospitals held for sale at December 31, 2020 and for the 36 hospitals that were divested during 2020, 2019 and 2018 through the effective date of each respective transaction. Summary financial results of these hospitals for the periods included in the accompanying consolidated statements of income (loss) are as follows (in millions): Year Ended December 31, 2020 2019 2018 Loss before income taxes $ (144 ) $ (103 ) $ (465 ) Less: Loss attributable to noncontrolling interests (6 ) (8 ) (5) Loss from operations before income taxes attributable to Community Health Systems, Inc. stockholders $ (138 ) $ (95 ) $ (460 ) The operating results for these held for sale or divested hospitals included impairment charges of approximately $41 million, $102 million and $415 million that were allocated to the divestitures during the years ended December 31, 2020, 2019 and 2018, respectively. On November 30, 2020, one or more subsidiaries of the Company completed the sale of 50% ownership interest in Merit Health Biloxi (153 licensed beds) and its associated healthcare businesses in Biloxi, Mississippi to Memorial Properties, Inc., an affiliate of Memorial Hospital of Gulfport pursuant to the terms of a definitive agreement which was entered into October 12, 2020. Merit Health Biloxi and its associated healthcare businesses will remain consolidated entities of the Company. Other Hospital Closures Effective September 30, 2020, one or more affiliates of the Company finalized an agreement to terminate the lease and cease operations of Shands Lake Shore Regional Medical Center (99 licensed beds) in Lake City, Florida, including transferring leased assets back to the landlord, the Lake Shore Hospital Authority. The Company recorded an impairment charge of approximately $3 million during the year ended December 31, 2020 in conjunction with exiting the lease to operate this hospital. 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. During the three months ended June 30, 2018, the Company completed the planned closure of Twin Rivers Regional Medical Center in Kennett, Missouri. The Company recorded an impairment charge of approximately $4 million during the three months ended June 30, 2018, to adjust the fair value of the supplies, inventory and long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value and future utilization. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020 and 2019 are as follows (in millions): Balance, beginning balance 2020 2019 Goodwill $ 7,142 $ 7,373 Accumulated impairment losses (2,814 ) (2,814 ) 4,328 4,559 Goodwill acquired as part of acquisitions during current year 1 4 Goodwill allocated to hospitals held for sale (110 ) (235 ) Balance, end of year Goodwill 7,033 7,142 Accumulated impairment losses (2,814 ) (2,814 ) $ 4,219 $ 4,328 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 December 31, 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 2020 using an October 31, 2020 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. 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 December 31, 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 year ended December 31, 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 December 31, 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 the Company’s stock price and the fair value of its long-term debt, an increase in the volatility of the Company’s stock price and the fair value of its long-term debt, lower than expected hospital volumes and/or net operating revenues, 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 years ended December 31, 2020 and 2019. The gross carrying amount of the Company’s other intangible assets subject to amortization was $1 $1 The weighted-average remaining amortization period for the intangible assets subject to amortization is approximately one year. There are no expected residual values related to these intangible assets. Amortization expense on these intangible assets was less than $1 million, $1 million and $3 million during the years ended December 31, 2020, 2019 and 2018, respectively. Amortization expense on intangible assets is estimated to be less than $1 million in 2021. The gross carrying amount of capitalized software for internal use was approximately $1.1 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 5. INCOME TAXES The (benefit from) provision for income taxes consists of the following (in millions): Year Ended December 31, 2020 2019 2018 Current: Federal $ (1 ) $ (38 ) $ 1 State 3 (5 ) (9 ) 2 (43 ) (8 ) Deferred: Federal (162 ) 179 50 State (25 ) 24 (53 ) (187 ) 203 (3 ) Total (benefit from) provision for income taxes for income (loss) $ (185 ) $ 160 $ (11 ) The following table reconciles the differences between the statutory federal income tax rate and the effective tax rate (dollars in millions): Year Ended December 31, 2020 2019 2018 Amount % Amount % Amount % Provision for (benefit from) income taxes at statutory federal rate $ 89 21.0 % $ (90 ) 21.0 % $ (150 ) 21.0 % State income taxes, net of federal income tax benefit (15 ) (3.6 ) (104 ) 24.3 (114 ) 16.0 Net income attributable to noncontrolling interests (20 ) (4.7 ) (18 ) 4.2 (18 ) 2.5 Change in valuation allowance (267 ) (63.2 ) 340 (79.2 ) 212 (29.7 ) Change in uncertain tax position - - - - 9 (1.3 ) Federal and state tax credits - - - - (17 ) 2.4 Nondeductible goodwill 41 9.8 11 (2.6 ) 30 (4.2 ) Nondeductible settlements - - - - 22 (3.1 ) Nondeductible loss on divestiture (15 ) (3.4 ) 15 (3.5 ) - - Other 2 0.3 6 (1.4 ) 15 (2.1 ) (Benefit from) provision for income taxes and effective tax rate for income (loss) $ (185 ) (43.8 )% $ 160 (37.2 )% $ (11 ) 1.5 % The Company’s effective tax rates were (43.8)%, (37.2)% and 1.5% for the years ended December 31, 2020, 2019 and 2018, respectively. The decrease in the Company’s effective tax rate for the year ended December 31, 2020, when compared to the year ended December 31, 2019, was primarily due to a decrease in the valuation allowance recognized on IRC Section 163(j) interest carryforwards and original issue discount deferred tax asset as a result of (i) 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 and (ii) tax impacts of 2020 financing activity Deferred income taxes are based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities under the provisions of the enacted tax laws. Deferred income taxes as of December 31, 2020 and 2019 consist of (in millions): December 31, 2020 2019 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 873 $ - $ 775 $ - Property and equipment - 300 - 335 Self-insurance liabilities 58 - 48 - Prepaid expenses - 29 - 30 Intangibles - 127 - 149 Investments in unconsolidated affiliates - 57 - 57 Other liabilities - 9 - 9 IRC Section 481(a) - mixed service cost - 106 - 216 Long-term debt and interest 154 - 312 - Accounts receivable 52 - 62 - IRC Section 163(j) interest limitation 108 - 296 - Accrued vacation 22 - 24 - Accrued bonus 32 - 31 - Other comprehensive income 6 - 5 - Right-of-use assets - 150 - 145 Right-of-use liability 155 - 149 - Stock-based compensation 4 - 5 - Deferred compensation 69 - 70 - Other 57 - 51 - Total 1,590 778 1,828 941 Valuation allowance (781 ) - (1,049 ) - Total deferred income taxes $ 809 $ 778 $ 779 $ 941 The Company believes that the net deferred tax assets will ultimately be realized, except as noted below. Its conclusion is based on its estimate of future taxable income and the expected timing of temporary difference reversals. The Company has gross federal net operating loss carryforwards of approximately $881 million and state net operating loss carryforwards of approximately $9 billion, which expire from 2021 to 2040. The Company’s tax affected federal and state net operating loss and credit carryforwards are approximately $217 million and $656 million, respectively. A valuation allowance of approximately $781 million has been recognized for state net operating loss carryforwards, state credit carryforwards and federal and state deferred tax assets that the Company does not expect to be able to utilize prior to the expiration of the carryforward period. With respect to the deferred tax liability pertaining to intangibles, as included above, goodwill purchased in connection with certain of the Company’s business acquisitions is amortizable for income tax reporting purposes. However, for financial reporting purposes, there is no corresponding amortization allowed with respect to such purchased goodwill. The valuation allowance for federal and state jurisdictions where the Company concluded that the associated deferred tax assets would not be realized decreased by $265 million and $2 million, respectively, for the year ended December 31, 2020, and increased by $221 million and $127 million, respectively, for the year ended December 31, 2019. The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was less than $1 million as of December 31, 2020. A total of less than $1 million of interest and penalties is included in the amount of the liability for uncertain tax positions at December 31, 2020. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its 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 consolidated results of operations or consolidated financial position. The following is a tabular reconciliation of the total amount of unrecognized tax benefit for the years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefit, beginning of year $ 26 $ 29 $ 18 Gross increases — tax positions in current period 19 10 11 Settlements - (13 ) - Unrecognized tax benefit, end of year $ 45 $ 26 $ 29 The Company’s federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to the Company’s consolidated results of operations or consolidated financial position. The Company’s federal income tax returns for the 2014 and 2015 tax years remain under examination by the Internal Revenue Service. The Company believes the results of these examinations will not be material to its consolidated results of operations or consolidated financial position. The Company has extended the federal statute of limitations through December 31, 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. Cash paid for income taxes, net of refunds received, resulted in a net cash paid of $2 million during the year ended December 31, 2020, and a net refund of $3 million and $19 million during the years ended December 31, 2019 and 2018, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 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): December 31, 2020 2019 5⅛% $ - $ 1,000 6⅞% 126 231 6¼% 95 3,100 8⅝% 1,033 1,033 6⅝% 1,462 - 8% 2,101 2,101 8% 700 700 5⅝% 1,900 - 6⅞% 767 1,700 6% 900 - 9⅞% 1,769 1,770 8⅛% 1,348 1,355 ABL Facility - 273 Finance lease and financing obligations 239 272 Other 26 17 Less: Unamortized deferred debt issuance costs and note premium (250 ) (147 ) Total debt 12,216 13,405 Less: Current maturities (123 ) (20 ) Total long-term debt $ 12,093 $ 13,385 5⅛% Senior Secured Notes due 2021 On January 27, 2014, CHS completed a private offering of $1.0 billion aggregate principal amount of 5⅛% Senior Secured Notes due August 1, 2021 (the “5⅛% Senior Secured Notes due 2021”). The net proceeds from this issuance were used to finance the Company’s acquisition by merger of Health Management Associates, Inc. (“HMA”). The 5⅛% Senior Secured Notes due 2021 bear interest at a rate of 5.125% per annum, payable semi-annually in arrears on February 1 and August 1 of each year. Interest on the 5⅛% Senior Secured Notes due 2021 accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 5⅛% Senior Secured Notes due 2021 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 5⅛% Senior Secured Notes due 2021 and the related guarantees were secured by shared (i) first-priority liens on the collateral (the “Non-ABL Priority Collateral”) that also secures on a first-priority basis CHS’ senior-priority secured notes and (ii) second-priority liens on the collateral (the “ABL-Priority Collateral”) that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis CHS’s senior-priority secured notes), in each case subject to permitted liens described in the indenture governing the 5⅛% Senior Secured Notes due 2021. CHS was entitled, at its option, to redeem all or a portion of the 5⅛% Senior Secured Notes due 2021 upon not less than 30 nor more than 60 days’ notice, at a 100% redemption price (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Pursuant to a registration rights agreement entered into at the time of the issuance of the 5⅛% Senior Secured Notes due 2021, as a result of an exchange offer made by CHS, all of the 5⅛% Senior Secured Notes due 2021 issued in January 2014 were exchanged in October 2014 for new notes (the “2021 Exchange Notes”) having terms substantially identical in all material respects to the 5⅛% Senior Secured Notes due 2021 (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 5⅛% Senior Secured Notes due 2021 shall be deemed to be the 2021 Exchange Notes unless the context provides otherwise. On January 23, 2020, CHS commenced a cash tender offer for any and all of the outstanding 5⅛% Senior Secured Notes due 2021 and issued a conditional notice of redemption to redeem all of the 5⅛% Senior Secured Notes due 2021 not purchased by CHS in the tender offer at a redemption price of 100.000% of the principal amount thereof plus accrued interest to, but not including, February 22, 2020. As noted below, the proceeds from the issuance of the 6⅝% Senior Secured Notes due 2025 were used in February 2020 to (i) purchase any and all of the 5⅛% Senior Secured Notes due 2021 validly tendered and not validly withdrawn in the cash tender offer announced on January 23, 2020, and (ii) redeem all of the 5⅛% Senior Secured Notes due 2021 that were not purchased pursuant to such tender offer. 6⅞% Senior Notes due 2022 On January 27, 2014, CHS completed a private offering of $3.0 billion aggregate principal amount of 6⅞% Senior Notes due February 1, 2022 (the “6⅞% Senior Notes due 2022”). The net proceeds from this issuance were used to finance the HMA merger. The 6⅞% Senior Notes due 2022 bear interest at a rate of 6.875% per annum, payable semiannually in arrears on February 1 and August 1 of each year. Interest on the 6⅞% Senior Notes due 2022 accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 6⅞% Senior Notes due 2022 are unconditionally guaranteed on a senior-priority unsecured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. CHS is entitled, at its option, to redeem all or a portion of the 6⅞% Senior Notes due 2022 upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed prior to the maturity date. Pursuant to a registration rights agreement entered into at the time of the issuance of the 6⅞% Senior Notes due 2022, as a result of an exchange offer made by CHS, all of the 6⅞% Senior Notes due 2022 issued in January 2014 were exchanged in October 2014 for new notes (the “6⅞% Exchange Notes”) having terms substantially identical in all material respects to the 6⅞% Senior Notes due 2022 (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 6⅞% Senior Notes due 2022 shall be deemed to be the 6⅞% Exchange Notes unless the context provides otherwise. On June 22, 2018, CHS issued approximately $276 million aggregate principal amount of the 8⅛% Junior-Priority Secured Notes due 2024 in exchange for approximately $368 million of 6⅞% Senior Notes due 2022. On November 19, 2019, CHS issued approximately $700 million aggregate principal amount of 8% Senior Secured Notes due December 15, 2027 (the “8% Senior Secured Notes due 2027”) and approximately $1.7 billion aggregate principal amount of 6⅞% Senior Notes due April 1, 2028 (the “6⅞% Senior Notes due 2028”) in exchange for approximately $2.4 billion of 6⅞% Senior Notes due 2022 (the “2019 Exchange Offer”). Following the 2019 Exchange Offer, CHS had approximately $ 231 million aggregate principal amount of 6⅞% Senior Notes due 2022 outstanding. During the year ended December 31, 2020, the Company extinguished $34 million in principal related to the 6⅞% Secured Notes due 2022 through open market repurchases and approximately $72 million via a tender offer which commenced on October 30, 2020, and expired on November 30, 2020. As described in Note 16, the Company issued a notice of redemption on January 29, 2021 to redeem on February 28, 2021 all of the 6⅞% Secured Notes due 2022 then outstanding at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, February 28, 2021. 6¼% Senior Secured Notes due 2023 On March 16, 2017, CHS completed a public offering of $2.2 billion aggregate principal amount of 6¼% Senior Secured Notes due March 31, 2023 (the “6¼% Senior Secured Notes due 2023”). The net proceeds from this issuance were used to finance the purchase or redemption of $700 million aggregate principal amount of CHS’ then outstanding 5⅛% Senior Secured Notes due 2018 and related fees and expenses, and the repayment of $1.445 billion of the then outstanding Term F Facility. On May 12, 2017, CHS completed a tack-on offering of $900 million aggregate principal amount of 6¼% Senior Secured Notes due 2023, increasing the total aggregate principal amount of 6¼% Senior Secured Notes due 2023 to $3.1 billion. A portion of the net proceeds from this issuance were used to finance the repayment of approximately $713 million aggregate principal amount of CHS’ then outstanding Term A Facility and related fees and expenses. The tack-on notes have identical terms, other than issue date and issue price, as the 6¼% Senior Secured Notes due 2023 issued on March 16, 2017. The 6¼% Senior Secured Notes due 2023 bear interest at a rate of 6.250% per annum, payable semiannually in arrears on March 31 and September 30 of each year. Interest on the 6¼% Senior Secured Notes due 2023 accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 6¼% Senior Secured Notes due 2023 are scheduled to mature on March 31, 2023. The 6¼% Senior Secured Notes due 2023 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 6¼% Senior Secured Notes due 2023 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis CHS’s senior-priority secured notes and (ii) second-priority liens on the ABL Collateral, in each case subject to permitted liens described in the indenture governing the 6¼% Senior Secured Notes due 2023. CHS is entitled, at its option, to redeem all or a portion of the 6¼% Senior Secured Notes due 2023 at any time prior to March 31, 2020, upon not less than 30 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the 6¼% Senior Secured Notes due 2023 redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 6¼% Senior Secured Notes due 2023. In addition, CHS may redeem up to 40% of the aggregate principal amount of the 6¼% Senior Secured Notes due 2023 at any time prior to March 31, 2020 using the net proceeds from certain equity offerings at the redemption price of 106.250% of the principal amount of the 6¼% Senior Secured Notes due 2023 redeemed, plus accrued and unpaid interest, if any. CHS may redeem some or all of the 6¼% Senior Secured Notes due 2023 at any time on or after March 31, 2020 upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price March 31, 2020 to March 30, 2021 103.125 % March 31, 2021 to March 30, 2022 101.563 % March 31, 2022 to March 30, 2023 100.000 % Approximately $426 million aggregate principal amount of 6¼% Senior Secured Notes due 2023 were purchased in one or more privately negotiated transactions on February 6, 2020. On December 28, 2020, the Company redeemed approximately $2.579 billion of the 6¼% Senior Secured Notes due 2023 using proceeds from the issuance of $1.9 billion aggregate principal amount of 5⅝% Senior Secured Notes due 2027 and $900 million aggregate principal amount of 6% Senior Secured Notes due 2029. The remaining principal value of 6¼% Senior Secured Notes due 2023 that were not redeemed on December 28, 2020 were redeemed on January, 28, 2021 as further described in Note 16. 9⅞% Junior-Priority Secured Notes due 2023 On June 22, 2018, CHS completed a private offering of $1.770 billion aggregate principal amount of the 9⅞% Junior-Priority Secured Notes due June 30, 2023 (the “9⅞% Junior-Priority Secured Notes due 2023”) in exchange for the same amount of 8% Senior Notes due 2019. The 9⅞% Junior-Priority Secured Notes due 2023 bore interest at a rate of 11.000% per annum, solely for the period from the issue date of such 9⅞% Junior-Priority Secured Notes due 2023 to, but excluding, June 22, 2019, after which they bear interest at a rate of 9.875% per annum. Interest is payable semi-annually in arrears on June 30 and December 31 of each year. The 9⅞% Junior-Priority Secured Notes due 2023 are scheduled to mature on June 20, 2023. The 9⅞% Junior-Priority Secured Notes due 2023 are unconditionally guaranteed on a junior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS᾿ ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 9⅞% Junior-Priority Secured Notes due 2023 and the related guarantees are secured by shared (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the CHS’s senior-priority secured notes and (ii) third-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis CHS’s senior-priority secured notes), in each case subject to permitted liens described in the indenture governing the 9⅞% Junior-Priority Secured Notes due 2023. Prior to June 30, 2020, CHS may redeem some or all of the 9⅞% Junior-Priority Secured Notes due 2023 at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 9⅞% Junior-Priority Secured Notes due 2023. In addition, at any time prior to June 30, 2020, CHS may redeem up to 40% of the aggregate principal amount of the with the proceeds from certain equity offerings at the redemption price of 109.875%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. After June 30, 2020, CHS is entitled, at its option, to redeem all or a portion of the 9⅞% Junior-Priority Secured Notes due 2023 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price June 30, 2020 to June 29, 2021 107.406 % June 30, 2021 to June 29, 2022 103.703 % June 30, 2022 to June 29, 2023 100.000 % The Company redeemed approximately $2 million of the 9⅞% Junior-Priority Secured Notes due 2023 via a tender offer which commenced on October 30, 2020, and expired on November 30, 2020. As further described in Note 16 and in conjunction with the issuance of $1.775 billion aggregate principal amount of 6⅞% Junior-Priority Secured Notes due 2029, all remaining 9⅞% Junior-Priority Secured Notes due 2023 were purchased pursuant to a tender offer on February 2, 2021 or, to the extent not tendered, pursuant to a notice of redemption as completed on February 4, 2021. 8⅛% Junior-Priority Secured Notes due 2024 On June 22, 2018, CHS completed a private offering of $1.355 billion aggregate principal amount of the 8⅛% Junior-Priority Secured Notes due June 30, 2024 (the “8⅛% Junior-Priority Secured Notes due 2024”) in exchange for approximately $1.079 billion of 7⅛% Senior Notes due 2020 and approximately $368 million of 6⅞% Senior Notes due 2022. The 8⅛% Junior-Priority Secured Notes due 2024 bear interest at a rate of 8.125% per annum, payable semi-annually in arrears on June 30 and December 31 of each year. The 8⅛% Junior-Priority Secured Notes due 2024 are scheduled to mature on June 20, 2024. The 8⅛% Junior-Priority Secured Notes due 2024 are unconditionally guaranteed on a junior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS᾿ ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 8⅛% Junior-Priority Secured Notes due 2024 and the related guarantees are secured by shared (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the CHS’s senior-priority secured notes and (ii) third-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis CHS’s senior-priority secured notes), in each case subject to permitted liens described in the indenture governing the 8 ⅛ % Junior-Priority Secured Notes due 2024. Prior to June 30, 2021, CHS may redeem some or all of the 8⅛% Junior-Priority Secured Notes due 2024 at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 8⅛% Junior-Priority Secured Notes due 2024. In addition, at any time prior to June 30, 2021, CHS may redeem up to 40% of the aggregate principal amount of the 8⅛% Junior-Priority Secured Notes due 2024 with the proceeds from certain equity offerings at the redemption price of 108.125%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. After June 30, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⅛% Junior-Priority Secured Notes due 2024 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price June 30, 2021 to June 29, 2022 104.063 % June 30, 2022 to June 29, 2023 102.031 % June 30, 2023 to June 29, 2024 100.000 % The indentures governing each of the and 8 % Junior-Priority Secured Notes due 2024 also prohibited CHS from purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring any outstanding with: (a) cash or cash equivalents on hand as of the consummation of such 2018 exchange offers; (b) cash generated from operations; (c) proceeds from assets sales; or (d) proceeds from the issuance of, or in exchange for, secured debt, in each case, prior to May 15, 2020. CHS received a waiver from requisite holders of each series of the and 8 % Junior-Priority Secured Notes due 2024 waiving these restrictions prior to consummating the 2019 Exchange Offer. During the year ended December 31, 2020, the Company extinguished $1 million in principal related to the 8⅛% Junior-Priority Secured Notes due 2024 through open market repurchases and approximately $6 million via a tender offer which commenced on October 30, 2020, and expired on November 30, 2020. 8⅝% Senior Secured Notes due 2024 On July 6, 2018, CHS completed a private The 8⅝% Senior Secured Notes due 2024 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral and (ii) second-priority liens on the ABL Priority Collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the indenture governing the 8⅝% Senior Secured Notes due 2024. Prior to January 15, 2021, CHS may redeem some or all of the 8⅝% Senior Secured Notes due 2024 at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 8⅝% Senior Secured Notes due 2024. In addition, at any time prior to January 15, 2021, CHS may redeem up to 40% of the aggregate principal amount of the 8⅝% Senior Secured Notes due 2024 with the proceeds from certain equity offerings at the redemption price of 108.625%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. After January 15, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⅝% Senior Secured Notes due 2024 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price January 15, 2021 to January 14, 2022 104.313 % January 15, 2022 to January 14, 2023 102.156 % January 15, 2023 to January 14, 2024 100.000 % As further described in Note 16 and in conjunction with the issuance of $1.095 billion aggregate principal amount of 4¾% Senior Secured Notes due February 15, 2031, all remaining 8⅝% Senior Secured Notes due 2024 were redeemed on February 9, 2021. 6⅝% Senior Secured Notes due 2025 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 % 8% Senior Secured Notes due 2026 On March 6, 2019, CHS completed a private basis of a 360-day year comprised of twelve 30-day months. The 8% Senior Secured Notes due 2026 are scheduled to mature on March 15, 2026. The 8% Senior Secured Notes due 2026 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 8% Senior Secured Notes due 2026 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 8% Senior Secured Notes due 2026. Prior to March 15, 2022, CHS may redeem some or all of the 8% Senior Secured Notes due 2026 at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 8% Senior Secured Notes due 2026. In addition, at any time prior to March 15, 2022, CHS may redeem up to 40% of the aggregate principal amount of the 8% Senior Secured Notes due 2026 with the proceeds from certain equity offerings at the redemption price of 108.000%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. After March 15, 2022, CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Secured Notes due 2026 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price March 15, 2022 to March 14, 2023 104.000 % March 15, 2023 to March 14, 2024 102.000 % March 15, 2024 to March 14, 2026 100.000 % 8% Senior Secured Notes due 2027 On November 19, 2019, CHS issued approximately $700 million aggregate principal amount of the 8% Senior Secured Notes due December 15, 2027 (the “8% Senior Secured Notes due 2027”) in connection with the 2019 Exchange Offer. No cash proceeds were received from the 2019 Exchange Offer. The 8% Senior Secured Notes due 2027 bear interest at a rate of 8.000% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. Interest on the 8% Senior Secured Notes due 2027 accrues from the initial issuance date of the 8% Senior Secured Notes due 2027. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 8% Senior Secured Notes due 2027 are scheduled to mature on December 15, 2027. The 8% Senior Secured Notes due 2027 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of CHS’ current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 8% Senior Secured Notes due 2027 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 8% Senior Secured Notes due 2027. CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Secured Notes due 2027 at any time prior to December 15, 2022, upon not less than 15 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the 8% Senior Secured Notes due 2027 redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 8% Senior Secured Notes due 2027. In addition, CHS may redeem up to 40% of the aggregate principal amount of the 8% Senior Secured Notes due 2027 at any time prior to December 15, 2022 using the net proceeds from certain equity offerings at the redemption price of 108.000% of the principal amount of the 8% Senior Secured Notes due 2027 redeemed, plus accrued and unpaid interest, if any. CHS may redeem some or all of the 8% Senior Secured Notes due 2027 at any time on or after December 15, 2022 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price December 15, 2022 to December 14, 2023 104.000 % December 15, 2023 to December 14, 2024 102.000 % December 15, 2024 to December 14, 2027 100.000 % 5⅝% Senior Secured Notes due 2027 On December 28, 2020, the Company completed a private offering of $1.9 billion aggregate principal amount of 5⅝% Senior Secured Notes due March 15, 2027 (the “5⅝% Senior Secured Notes due 2027”). The proceeds of the offering were used to repurchase approximately $2.579 billion of the outstanding principal amount of 6¼% Senior Secured Notes due 2023 that were validly tendered and accepted for purchase pursuant to the early tender deadline of a tender offer that launched on December 11, 2020, and to pay related fees. The remaining principal value of 6¼% Senior Secured Notes due 2023 that were not validly tendered as of the early tender deadline were redeemed or repurchased via the completion of the tender offer on January 11, 2021 or redemption on January, 28, 2021. The , which mature on March 15, 2027, bear interest at a rate of 5⅝% per year payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2021. The are unconditionally guaranteed on a senior-priority secured basis by the Company and each of CHS’ current and future domestic subsidiaries that provide guarantees under the ABL facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS. The 5⅝% Senior Secured Notes due 2027 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 5⅝% Senior Secured Notes due 2027. CHS is entitled, at its option, to redeem all or a portion of the 5⅝% Senior Secured Notes due 2027 at any time prior to December 15, 2023, upon not less than 15 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the 5⅝% Senior Secured Notes due 2027 redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 5⅝% Senior Secured Notes due 2027. In addition, CHS may redeem up to 40% of the aggregate principal amount of the 5⅝% Senior Secured Notes due 2027 at any time prior to December 15, 2023 using the net proceeds from certain equity offerings at the redemption price of 105.625% of the principal amount of the 5⅝% Senior Secured Notes due 2027 redeemed, plus accrued and unpaid interest, if any. At any time and from time to time on or after December 15, 2023, CHS may redeem the 5⅝% Senior Secured Notes due 2027 in whole or in part, upon not less than 15 no more than 60 days’ prior written notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the 5⅝% Senior Secured Notes due 2027 redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on December 15 of the years indicated below: Period Redemption Price December 15, 2023 to December 14, 2024 102.813 % December 15, 2024 to December 14, 2025 101.406 % December 15, 2025 to December 14, 2027 100.000 % 6⅞% Senior Notes due 2028 On November 19, 2019, CHS issued approximately $1.7 billion aggregat |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 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): December 31, 2020 December 31, 2019 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 1,676 $ 1,676 $ 216 $ 216 Investments in equity securities 129 129 141 141 Available-for-sale debt securities 110 110 101 101 Trading securities 12 12 12 12 Liabilities: 5⅛% - - 990 1,003 6⅞% 125 125 229 188 6¼% 95 99 3,074 3,148 8⅝% 1,025 1,080 1,023 1,099 6⅝% 1,427 1,543 - - 8% 2,074 2,275 2,070 2,182 8% 692 760 691 700 5⅝% 1,809 2,048 - - 6⅞% 758 618 1,678 1,700 6% Senior Secured Notes due 2029 857 973 - - 9⅞% 1,756 1,861 1,754 1,539 8⅛% 1,336 1,408 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. Senior Notes, Senior Secured Notes and Junior-Priority Secured Notes. 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. The Company’s single 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. The following tabular disclosure provides the amount of pre-tax (loss) gain recognized as a component of OCI during the years ended December 31, 2020, 2019 and 2018 (in millions): Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2020 2019 2019 Interest rate swaps $ - $ (3 ) $ 17 The following tabular disclosure provides the location of the effective portion of the pre-tax loss reclassified from accumulated other comprehensive loss (“AOCL”) into interest expense on the consolidated statements of income (loss) during the years ended December 31, 2020, 2019 and 2018 (in millions): Amount of Pre-Tax Loss Reclassified from AOCL into Income (Effective Portion) Location of Loss Reclassified from Year Ended December 31, AOCL into Income (Effective Portion) 2020 2019 2018 Interest expense, net $ 2 $ - $ 2 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 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 years ending December 31, 2020 or December 31, 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 December 31, 2020 and 2019 (in millions): December 31, 2020 Level 1 Level 2 Level 3 Investments in equity securities $ 129 $ 129 $ - $ - Available-for-sale debt securities 110 - 110 - Trading securities 12 - 12 - Total assets $ 251 $ 129 $ 122 $ - 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. Supplemental information regarding the Company’s available-for-sale debt securities (all of which had no withdrawal restrictions) is set forth in the table below (in millions): Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2020: Debt securities Government $ 48 $ 2 $ - $ 50 Corporate 38 2 - 40 Mortgage and asset-backed securities 19 1 - 20 Total $ 105 $ 5 $ - $ 110 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2019: Debt securities Government $ 54 $ 1 $ (1 ) $ 54 Corporate 33 1 - 34 Mortgage and asset-backed securities 13 - - 13 Total $ 100 $ 2 $ (1 ) $ 101 As of December 31, 2020 and 2019, investments with aggregate estimated fair values of approximately $7 million (11 investments) and $51 million (71 investments), respectively, generated the gross unrealized losses disclosed in the above table. At each reporting date, the Company performs an evaluation of impaired securities to determine if the unrealized losses are other-than-temporary. This evaluation considers a number of factors including, but not limited to, the length of time and extent to which the fair value has been less than cost, and management’s ability and intent to hold the securities until fair value recovers. Based on the results of this evaluation, management concluded that as of December 31, 20 20 , there were no other-than-temporary losses related to available-for-sale debt securities. The recent declines in value of the securities and/or length of time they have been below cost, as well as the Company’s ability and intent to hold the securities for a reasonable period of time sufficient for a projected recovery of fair value, have caused management to conclude that the securities, that have generated gross unrealized losses, were not other-than-temporarily impaired. Management will continue to monitor and evaluate the recoverability of the Company’s available-for-sale debt securities. The contractual maturities of debt-based securities held by the Company as of December 31, 2020 and 2019, excluding mutual fund holdings, are set forth in the table below (in millions). Expected maturities will differ from contractual maturities because the issuers of the debt securities may have the right to prepay their obligations without prepayment penalties. December 31, 2020 December 31, 2019 Amortized Estimated Amortized Estimated Cost Fair Values Cost Fair Values Within 1 year $ 3 $ 3 $ 9 $ 9 After 1 year and through year 5 26 27 19 20 After 5 years and through year 10 30 32 29 29 After 10 years 46 48 43 43 Gross realized gains and losses on sales of available-for-sale debt securities are summarized in the table below (in millions): Year Ended December 31, 2020 2019 2018 Realized gains $ 2 $ - $ - Realized losses (1 ) - - Other investment income, which includes interest and dividends, related to all investment securities were $6 million, $7 million and $7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Net gains and losses recognized during the years ended December 31, 2020 and 2019 for investments in equity securities, which are broken out between investments sold during the year and investments held at the end of the year, are summarized in the table below (in millions): Year Ended December 31, 2020 2019 Net gains and (losses), beginning of year $ 9 $ 15 Less: Net gains and (losses) recognized during the year on equity securities sold during the year 14 2 Unrealized gains and (losses) recognized during the year on equity securities held, end of year $ (5 ) $ 13 |
Leases
Leases | 12 Months Ended |
Dec. 31, 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. All lease agreements generally require the Company to pay maintenance, repairs, property taxes and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. Such costs are not included in the determination of the ROU asset or lease liability. Variable lease cost also includes escalating rent payments that are not fixed at commencement but are based on an index that is determined in future periods over the lease term based on changes in the Consumer Price Index or other measures of cost inflation. Most leases include one or more options to renew the lease at the end of the initial term, with renewal terms that generally extend the lease at the then market rate of rental payment. Certain leases also include an option to buy the underlying asset at or a short time prior to the termination of the lease. All such options are at the Company’s discretion and are evaluated at the commencement of the lease, with only those that are reasonably certain of exercise included in determining the appropriate lease term. The 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 year ended December 31, 2020, concessions of approximately $ 7 million were recognized as a reduction to variable rent expense. The components of lease cost and rent expense for the year ended December 31, 2020 and 2019 are as follows (in millions): Year Ended December 31, Lease Cost 2020 2019 Operating lease cost: Operating lease cost $ 203 $ 194 Short-term rent expense 104 114 Variable lease cost 26 18 Sublease income (6 ) (5 ) Total operating lease cost $ 327 $ 321 Finance lease cost: Amortization of right-of-use assets $ 10 $ 12 Interest on finance lease liabilities 8 7 Total finance lease cost $ 18 $ 19 Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification December 31, 2020 December 31, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 642 $ 607 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 $ 8 Buildings and improvements 134 154 Equipment and fixtures 8 11 Property and equipment 150 173 Less accumulated depreciation and amortization (46 ) (56 ) Property and equipment, net $ 104 $ 117 Current finance lease liabilities Current maturities of long-term debt $ 5 $ 6 Long-term finance lease liabilities Long-term debt 74 107 Supplemental cash flow information related to leases for the year ended December 31, 2020 and 2019 are as follows (in millions): Year Ended December 31, Cash flow information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 188 $ 167 Operating cash flows from finance leases 8 7 Financing cash flows from finance leases 7 9 Right-of-use assets obtained in exchange for new finance lease liabilities 22 2 Right-of-use assets obtained in exchange for new operating lease liabilities 150 122 Weighted-average remaining lease term: Operating leases 7 years 6 years Finance leases 19 years 20 years Weighted-average discount rate: Operating leases 9.0 % 9.1 % Finance leases 8.4 % 5.6 % (1) Included in the change in other operating assets and liabilities in the consolidated statement of cash flows. On September 19, 2019, the Company completed the sale and leaseback of four medical office buildings for net proceeds of $56 million to Carter Validus Mission Critical REIT II, Inc. The buildings, with a combined total of 285,337 square feet, are located in three states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Based on the Company’s assessment of the control transfer principle in these leased buildings, the transaction did not qualify for sale treatment and the related leases have been recorded as financing obligations in long-term debt in the Company’s consolidated balance sheet at December 31, 2019. In addition, on December 18, 2019, the Company completed the sale and leaseback of one medical office building for net proceeds of approximately $4 million to an affiliate of Catalyst Healthcare Real Estate. The 30,000 square foot building is located in Arkansas and supports a wide array of diagnostic, medical and surgical services in an outpatient setting for the nearby hospital. Based on the Company’s assessment of the control transfer principle in this leased building, the transaction does not qualify for sale treatment and the related lease has been recorded as a financing obligation in long-term debt in the accompanying consolidated balance sheet at December 31, 2019. Commitments relating to noncancellable operating and finance leases and financing obligations for each of the next five years and thereafter are as follows (in millions): Financing Year Ending December 31, Operating Finance Obligations 2021 $ 193 $ 10 $ 12 2022 161 9 12 2023 127 8 13 2024 93 8 13 2025 77 8 13 Thereafter 253 150 103 Total minimum future payments 904 193 166 Less: Imputed interest (238 ) (114 ) (6 ) Total liabilities 666 79 160 Less: Current portion (142 ) (5 ) (2 ) Long-term liabilities $ 524 $ 74 $ 158 As of December 31, 2020, there were approximately $17 million of assets underlying approved but pending leases that have not yet commenced, primarily for medical equipment. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 10. EMPLOYEE BENEFIT PLANS The Company maintains various benefit plans, including defined contribution plans, defined benefit plans and deferred compensation plans, for which certain of the Company’s subsidiaries are the plan sponsors. The CHS/Community Health Systems, Inc. Retirement Savings Plan is a defined contribution plan which covers the majority of the Company’s employees. Employees at these locations whose employment is covered by collective bargaining agreements are generally eligible to participate in the CHS/Community Health Systems, Inc. Standard 401(k) Plan. Total expense to the Company under the 401(k) plans was $ 74 million, $ 85 million and $ million for the years ended December 31, 20 20 , 201 9 and 201 8 , respectively, and is recorded in salaries and benefits expense on the consolidated statements of income (loss) . The Company maintains unfunded deferred compensation plans that allow participants to defer receipt of a portion of their compensation. The liability for the deferred compensation plans was $176 million and $175 million as of December 31, 2020 and 2019, respectively, and is included in other long-term liabilities on the consolidated balance sheets. Assets designated to pay benefits under this plan are discussed below. The Company provides an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain members of its executive management. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for its net periodic costs for the SERP. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations and net periodic cost in future periods. Benefits expense under the SERP was $7 million, $7 million and $9 million for the years ended December 31, 2020, 2019 and 2018, respectively. The accrued benefit liability for the SERP totaled $89 million and $72 million at December 31, 2020 and 2019, respectively, and is included in other long-term liabilities on the consolidated balance sheets. The weighted-average assumptions used in determining net periodic cost for the years ended December 31, 2020 and 2019 were a discount rate of 3.1% and 4.2% and an annual salary increase of 3.0%. During 2018, certain members of executive management of the Company that were participants in the SERP retired and met the requirements for payout of their SERP retirement benefit. The SERP payout provisions require payment to the participant in an actuarially determined lump sum amount six months after the participant retires from the Company. Such amounts were paid out of the rabbi trust. As required by the pension accounting rules in U.S. GAAP, the Company recognized a non-cash settlement loss of approximately $2 million during the year ended December 31, 2018. There were no settlement losses during the years ended December 31, 2020 and 2019. The Company had assets of $243 million as of December 31, 2020, in a non-qualified plan trust generally designated to pay benefits of the deferred compensation plans and the SERP, consisting of equity securities of $95 million as of December 31, 2020, and company-owned life insurance contracts of $148 million as of December 31, 2020. The Company had assets of $153 million as of December 31, 2019, in a non-qualified plan trust generally designated to pay benefits of the deferred compensation plans, consisting of equity securities of $23 million as of December 31, 2019, and company-owned life insurance contracts of $130 million as of December 31, 2019. The Company had equity securities in a rabbi trust generally designated to pay benefits of the SERP in the amount of $84 million as of December 31, 2019. The Company maintains the CHS/Community Health Systems, Inc. Retirement Income Plan (“Pension Plan”), which is a defined benefit, non-contributory pension plan that covers certain employees at three of its formerly owned hospitals. The Pension Plan provides benefits to covered individuals satisfying certain age and service requirements. Employer contributions to the Pension Plan are in accordance with the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended. The Company does not expect to make contributions to the Pension Plan in 2021. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for its net periodic costs for the Pension Plan. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations, net periodic cost and funding requirements in future periods. Benefits expense under the Pension Plan was approximately $1 million during the year ended December 31, 2020 and less than $1 million for the years ended December 31, 2019 and 2018. The accrued benefit liability for the Pension Plan totaled $5 million and $12 million at December 31, 2020 and 2019, respectively, and is included in other long-term liabilities on the consolidated balance sheets. The weighted-average assumptions used for determining the net periodic cost for the year ended December 31, 2020 was a discount rate of 3.2% and the expected long-term rate of return on assets of 6.0%. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 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 discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ deficit (in millions): Year Ended December 31, 2020 2019 2018 Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 511 $ (675 ) $ (788 ) Transfers to the noncontrolling interests: Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests 3 3 (4 ) Net transfers to the noncontrolling interests 3 3 (4 ) Change to Community Health Systems, Inc. stockholders’ deficit from net income (loss) attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ 514 $ (672 ) $ (792 ) |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2020 2019 2018 Weighted-average number of shares outstanding — basic 115,491,022 113,739,046 112,728,274 Effect of dilutive securities: Restricted stock awards 905,903 - - Employee stock options 122,785 - - Other equity-based awards 24,851 - - Weighted-average number of shares outstanding — diluted 116,544,561 113,739,046 112,728,274 The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the years ended December 31, 2019 and 2018, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income during the years ended December 31, 2019 and 2018, the effect of restricted stock awards, employee stock options, and other equity-based awards on the diluted shares calculation would have been an increase in shares of 133,866 and 68,687, respectively. Year Ended December 31, 2020 2019 2018 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 2,821,511 3,508,968 2,152,408 |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Investments | 13. EQUITY INVESTMENTS As of December 31, 2020, the Company owned equity interests of 38.0% in two hospitals in Macon, Georgia, in which HCA owns the majority interest. On December 31, 2016, the Company sold 80% of its ownership interest in the legal entity that owned and operated its home care agency business. As part of the divestiture of its controlling interest in the home care agency business, the Company recorded an equity method investment representing its remaining 20% ownership. Since December 31, 2016 and primarily in conjunction with the divestiture of hospitals, the Company has divested of its remaining 20% ownership in certain home care agency businesses. In March 2005, the Company began purchasing items, primarily medical supplies, medical equipment and pharmaceuticals, under an agreement with HealthTrust Purchasing Group, L.P. (“HealthTrust”), a group purchasing organization in which the Company is a noncontrolling partner. As of December 31, 2020, the Company had a 13.9% ownership interest in HealthTrust. The Company’s investment in all of its unconsolidated affiliates was $190 million and $199 million at December 31, 2020 and 2019, respectively, and is included in other assets, net in the accompanying consolidated balance sheets. Included in the Company’s results of operations is the Company’s equity in pre-tax earnings from all of its investments in unconsolidated affiliates, which was $10 million, $15 million and $22 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Other Comprehensive Income
Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Other Comprehensive Income | 14. OTHER COMPREHENSIVE INCOME The following tables present information about items reclassified out of accumulated other comprehensive loss by component for the years ended December 31, 2020 and 2019 (in millions, net of tax): Change in Fair Value of Change in Accumulated Change in Fair Available-for-Sale Unrecognized Other Value of Interest Debt Pension Cost Comprehensive Rate Swaps (1) Securities (1) Components (Loss) Income Balance as of December 31, 2019 $ 2 $ (3 ) $ (8 ) $ (9 ) Other comprehensive (loss) income before reclassifications (1 ) 6 (1 ) 4 Amounts reclassified from accumulated other comprehensive (loss) income - (2 ) (6 ) (8 ) Net current-period other comprehensive (loss) income (1 ) 4 (7 ) (4 ) Balance as of December 31, 2020 $ - $ 2 $ (15 ) $ (13 ) (1) Totals may not add due to rounding. Change in Change in Accumulated Change in Fair Fair Value of Unrecognized Other Value of Interest Available-for-Sale Pension Cost Comprehensive Rate Swaps Debt Securities Components (Loss) Income Balance as of December 31, 2018 $ 5 $ (7 ) $ (8 ) $ (10 ) Other comprehensive (loss) income before reclassifications (3 ) 5 (1 ) 1 Amounts reclassified from accumulated other comprehensive (loss) income - (1 ) 1 - Net current-period other comprehensive (loss) income (3 ) 4 - 1 Balance as of December 31, 2019 $ 2 $ (3 ) $ (8 ) $ (9 ) The following tables present a subtotal for each significant reclassification to net income (loss) out of AOCL and the line item affected in the accompanying consolidated statements of income (loss) for the years ended December 31, 2020 and 2019 (in millions): Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2020 income (loss) is presented Amortization of defined benefit pension items Prior service costs $ (1 ) Salaries and benefits Settlement losses recognized (3 ) Salaries and benefits (4 ) Total before tax 10 Tax benefit $ 6 Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2019 income (loss) is presented Gains and losses on cash flow hedges Interest rate swaps $ - Interest expense, net - Tax benefit $ - Net of tax Amortization of defined benefit pension items Prior service costs $ (1 ) Salaries and benefits Settlement losses recognized - Salaries and benefits (1 ) Total before tax - Tax benefit $ (1 ) Net of tax |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Construction and Other Capital Commitments. Pursuant to a hospital purchase agreement from our March 1, 2016 acquisition of Northwest Health - La Porte, formerly known as La Porte Hospital, and Northwest Health – Starke, formerly known as Starke Hospital, the Company is committed to build replacement facilities in both La Porte, Indiana and Knox, Indiana. Under the terms of such agreement, construction of the replacement hospital for Northwest Health - La Porte was required to be completed within five years of the date of acquisition, or March 2021. The completion of the replacement facility for Northwest Health - La Porte in La Porte, Indiana, and transfer of operations, including renaming the hospital to Northwest Health – La Porte, was completed on October 24, 2020. In addition, construction of the replacement facility for Northwest Health - Starke is required to be completed within five years of the date the Company entered into a new lease with Starke County, Indiana, the hospital lessor, or in the event the Company does not enter into a new lease with Starke County, or is required to be completed by September 30, 2026. The Company has not entered into a new lease with the lessor for Northwest Health - Starke and currently anticipate completing construction of the Northwest Health - Starke replacement facility in 2026. Construction costs, including equipment costs, for the Northwest Health - La Porte totaled approximately $126 million as of December 31, 2020. Construction costs for the Northwest Health - Starke replacement facility is currently estimated to be approximately $15 million. Physician Recruiting Commitments. As part of its physician recruitment strategy, the Company provides income guarantee agreements to certain physicians who agree to relocate to its communities and commit to remain in practice there. Under such agreements, the Company is required to make payments to the physicians in excess of the amounts they earned in their practice up to the amount of the income guarantee. These income guarantee periods are typically for 12 months. Such payments are recoverable by the Company from physicians who do not fulfill their commitment period, which is typically three years, to the respective community. At December 31, 2020, the maximum potential amount of future payments under these guarantees in excess of the liability recorded is $17 million. Professional Liability Claims. As part of the Company’s business of owning and operating hospitals, it is subject to legal actions alleging liability on its part. The Company accrues for losses resulting from such liability claims, as well as loss adjustment expenses that are out-of-pocket and directly related to such liability claims. These direct out-of-pocket expenses include fees of outside counsel and experts. The Company does not accrue for costs that are part of corporate overhead, such as the costs of in-house legal and risk management departments. The losses resulting from professional liability claims primarily consist of estimates for known claims, as well as estimates for incurred but not reported claims. The estimates are based on specific claim facts, historical claim reporting and payment patterns, the nature and level of hospital operations and actuarially determined projections. The actuarially determined projections are based on the Company’s actual claim data, including historic reporting and payment patterns which have been gathered over an approximate 20-year period. As discussed below, since the Company purchases excess insurance on a claims-made basis that transfers risk to third-party insurers, the liability it accrues does include an amount for the losses covered by its excess insurance. The Company also records a receivable for the expected reimbursement of losses covered by excess insurance. Since the Company believes that the amount and timing of its future claims payments are reliably determinable, it discounts the amount accrued for losses resulting from professional liability claims using the risk-free interest rate corresponding to the timing of expected payments. The net present value of the projected payments was discounted using a weighted-average risk-free rate of 1.8%, 2.6% and 3.1% in 2020, 2019 and 2018, respectively. This liability is adjusted for new claims information in the period such information becomes known. The Company’s estimated liability for professional and general liability claims was $602 million and $612 million as of December 31, 2020 and 2019, respectively. The estimated undiscounted claims liability was $629 million and $663 million as of December 31, 2020 and 2019, respectively. The current portion of the liability for professional and general liability claims was $177 million and $169 million as of December 31, 2020 and 2019, respectively, and is included in other accrued liabilities in the accompanying consolidated balance sheets, with the long-term portion recorded in other long-term liabilities. Professional malpractice expense includes the losses resulting from professional liability claims and loss adjustment expense, as well as paid excess insurance premiums, and is presented within other operating expenses in the accompanying consolidated statements of income (loss). The Company’s processes for obtaining and analyzing claims and incident data are standardized across all of its hospitals and have been consistent for many years. The Company monitors the outcomes of the medical care services that it provides and for each reported claim, the Company obtains various information concerning the facts and circumstances related to that claim. In addition, the Company routinely monitors current key statistics and volume indicators in its assessment of utilizing historical trends. The average lag period between claim occurrence and payment of a final settlement is between three and four years, although the facts and circumstances of individual claims could result in the timing of such payments being different from this average. Since claims are paid promptly after settlement with the claimant is reached, settled claims represent less than 1.0% of the total liability at the end of any period. For purposes of estimating its individual claim accruals, the Company utilizes specific claim information, including the nature of the claim, the expected claim amount, the year in which the claim occurred and the laws of the jurisdiction in which the claim occurred. Once the case accruals for known claims are determined, information is stratified by loss layers and retentions, accident years, reported years, geography and claims relating to the acquired HMA hospitals versus claims relating to the Company’s other hospitals. Several actuarial methods are used against this data to produce estimates of ultimate paid losses and reserves for incurred but not reported claims. Each of these methods uses company-specific historical claims data and other information. This company-specific data includes information regarding the Company’s business, including historical paid losses and loss adjustment expenses, historical and current case loss reserves, actual and projected hospital statistical data, a variety of hospital census information, employed physician information, professional liability retentions for each policy year, geographic information and other data. Based on these analyses the Company determines its estimate of the professional liability claims. The determination of management’s estimate, including the preparation of the reserve analysis that supports such estimate, involves subjective judgment of the management. Changes in reserving data or the trends and factors that influence reserving data may signal fundamental shifts in the Company’s future claim development patterns or may simply reflect single-period anomalies. Even if a change reflects a fundamental shift, the full extent of the change may not become evident until years later. Moreover, since the Company’s methods and models use different types of data and the Company selects its liability from the results of all of these methods, it typically cannot quantify the precise impact of such factors on its estimates of the liability. Due to the Company’s standardized and consistent processes for handling claims and the long history and depth of company-specific data, the Company’s methodologies have produced reliably determinable estimates of ultimate paid losses. Management considers any changes in the amount and pattern of its historical paid losses up through the most recent reporting period to identify any fundamental shifts or trends in claim development experience in determining the estimate of professional liability claims. However, due to the subjective nature of this estimate and the impact that previously unforeseen shifts in actual claim experience can have, future estimates of professional liability could be adversely impacted when actual paid losses develop unexpectedly based on assumptions and settlement events that were not previously known or anticipated. During the year ended December 31, 2020, the Company incurred expenses in the amount of approximately $50 million related to the settlement of a professional liability claim for which the Company’s third-party insurers’ obligation to provide coverage to the Company in connection with the underlying loss is being litigated. In the ordinary course of business, the Company’s expense with respect to professional liability claims, which is actuarially determined, is limited to amounts not covered by third-party insurance policies, which typically provide coverage for professional liability claims. The subject of the litigation for the recovery of the full amount of the $50 million settlement is whether the claim is covered under the subject policies. Aside from this matter, there were no significant changes in the Company’s estimate of the reserve for professional liability claims during the year ended December 31, 2020. During the nine months ended September 30, 2019, the Company experienced a significant increase in the amounts paid to settle outstanding professional liability claims, compared to the same period in the prior year and to previous actuarially determined estimates. This increase in claims paid related to claims incurred in 2016 and prior years and was primarily related to divested hospitals. The settlement of these claims at amounts greater than the previously determined actuarial estimates resulted in the Company recording a $70 million change in estimate during the three months ended June 30, 2019, and an additional $20 million change in estimate during the three months ended September 30, 2019 based on updated actuarial estimates. No additional change in estimate related to these claims was recorded during the three months ended December 31, 2019. The Company is primarily self-insured for these claims; however, the Company obtain excess insurance that transfers the risk of loss to a third-party insurer for claims in excess of our self-insured retentions. The Company’s excess insurance is underwritten on a claims-made basis. For claims reported prior to June 1, 2002, substantially all of the Company’s professional and general liability risks were subject to a less than $1 million per occurrence self-insured retention and for claims reported from June 1, 2002 through June 1, 2003, these self-insured retentions were $2 million per occurrence. Substantially all claims reported after June 1, 2003 and before June 1, 2005 are self-insured up to $4 million per claim. Substantially all claims reported on or after June 1, 2005 and before June 1, 2014 are self-insured up to $5 million per claim. Substantially all claims reported on or after June 1, 2014 and before June 1, 2018 are self-insured up to $10 million per claim. Substantially all claims reported on or after June 1, 2018 are self-insured up to $15 million per claim. Management, on occasion, has selectively increased the insured risk at certain hospitals based upon insurance pricing and other factors and may continue that practice in the future. Excess insurance for all hospitals has been purchased through commercial insurance companies and generally covers the Company’s for liabilities in excess of the self-insured retentions. The excess coverage consists of multiple layers of insurance, the sum of which totals up to $95 million per occurrence and in the aggregate for claims reported on or after June 1, 2003, up to $145 million per occurrence and in the aggregate for claims reported on or after January 1, 2008, up to $195 million per occurrence and in the aggregate for claims reported on or after June 1, 2010, and up to at least $215 million per occurrence and in the aggregate for claims reported on or after June 1, 2015. In addition, for integrated occurrence malpractice claims, there is an additional $50 million of excess coverage for claims reported on or after June 1, 2014 and an additional $75 million of excess coverage for claims reported on or after June 1, 2015 through June 1, 2020. The $75 million in integrated occurrence coverage will also apply to claims reported between June 1, 2020 and May 31, 2021 for events that occurred prior to June 1, 2020 but which were not previously known or reported Effective June 1, 2014, the hospitals acquired from HMA were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims reported on or after June 1, 2014 except for physician-related claims with an occurrence date prior to June 1, 2014. Prior to June 1, 2014, the former HMA hospitals obtained insurance coverage through a wholly-owned captive insurance subsidiary and a risk retention group subsidiary which are domiciled in the Cayman Islands and South Carolina, respectively. Those insurance subsidiaries, which are collectively referred to as the “Insurance Subsidiaries,” provided (i) claims-made coverage to all of the former HMA hospitals and (ii) occurrence-basis coverage to most of the physicians employed by the former HMA hospitals. The employed physicians not covered by the Insurance Subsidiaries generally maintained claims-made policies with unrelated third party insurance companies. To mitigate the exposure of the program covering the former HMA hospitals and other healthcare facilities, the Insurance Subsidiaries bought claims-made reinsurance policies from unrelated third parties for claims above self-retention levels of $10 million or $15 million per claim, depending on the policy year. Effective January 1, 2008, the former Triad hospitals were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims occurring on or after January 1, 2002 and reported on or after January 1, 2008. Substantially all losses for the former Triad hospitals in periods prior to May 1, 1999 were insured through a wholly-owned insurance subsidiary of HCA, Triad’s owner prior to that time, and excess loss policies maintained by HCA. HCA has agreed to indemnify the former Triad hospitals in respect of claims covered by such insurance policies arising prior to May 1, 1999. From May 1, 1999 through December 31, 2006, the former Triad hospitals obtained insurance coverage on a claims incurred basis from HCA’s wholly-owned insurance subsidiary, with excess coverage obtained from other carriers that is subject to certain deductibles. Effective for claims incurred after December 31, 2006, Triad began insuring its claims from $ 1 million to $ 5 million through its wholly-owned captive insurance company, replacing the coverage provided by HCA. Substantially all claims occurring during 2007 were self-insured up to $ 10 million per claim. Legal Matters. The Company is a party to various legal, regulatory and governmental proceedings incidental to its business. Based on current knowledge, management does not believe that loss contingencies arising from pending legal, regulatory and governmental matters, including the matters described herein, will have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending legal, regulatory and governmental matters, some of which are beyond the Company’s control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period. With respect to all legal, regulatory and governmental proceedings, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the possible loss or range of loss. However, the Company is unable to estimate a possible loss or range of loss in some instances based on the significant uncertainties involved in, and/or the preliminary nature of, certain legal, regulatory and governmental matters. In connection with the spin-off of Quorum Health Corporation (“QHC”), the Company agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to April 29, 2016, the closing date of the spin-off, including (i) certain claims and proceedings that were known to be outstanding at or prior to the consummation of the spin-off and involved multiple facilities and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to QHC’s healthcare facilities prior to the closing date of the spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by the Company, including professional liability and employer practices. Notwithstanding the foregoing, the Company is not required to indemnify QHC in respect of any claims or proceedings arising out of or related to the business operations of Quorum Health Resources, LLC at any time or QHC’s compliance with the corporate integrity agreement. Subsequent to the spin-off of QHC, the Office of the Inspector General provided the Company with written assurance that it would look solely at QHC for compliance for its facilities under the Company’s Corporate Integrity Agreement; however, the Office of the Inspector General declined to enter into a separate corporate integrity agreement with QHC. Summary of Recorded Amounts The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the years ended December 31, 2020 and 2019, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. The liability as of December 31, 2020 is comprised of individually insignificant amounts for various matters. Probable Contingencies Balance as of December 31, 2018 $ 19 Expense 87 Reserve for insured claim (4 ) Cash payments (34 ) Balance as of December 31, 2019 68 Expense 14 Reserve for insured claim 11 Cash payments (82 ) Balance as of December 31, 2020 $ 11 In accordance with applicable accounting guidance, the Company establishes a liability for litigation, regulatory and governmental matters for which, based on information currently available, the Company believes that a negative outcome is known or is probable and the amount of the loss is reasonably estimable. For all such matters (whether or not discussed in this contingencies footnote), such amounts have been recorded in other accrued liabilities on the consolidated balance sheet and are included in the table above. Due to the uncertainties and difficulty in predicting the ultimate resolution of these contingencies, the actual amount could differ from the estimated amount reflected as a liability on the consolidated balance sheet. In the aggregate, attorneys’ fees and other costs incurred but not included in the table above related to probable contingencies totaled $3 million, $21 million and $2 million during the years ended December 31, 2020, 2019 and 2018, respectively, and are included in other operating expenses in the accompanying consolidated statements of income (loss). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS The Company has evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the consolidated financial statements. Divestitures: On January 1, 2021, one or more affiliates of the Company completed the sale of substantially all of the assets of Lea Regional Medical Center (68 licensed beds) in Hobbs, New Mexico to affiliates of Covenant Health System pursuant to the terms of a definitive agreement which was entered into September 8, 2020. The net proceeds from this sale were received at a preliminary closing on December 31, 2020. On January 1, 2021, one or more affiliates of the Company completed the sale of substantially all of the assets of each of Tennova Healthcare - Tullahoma (135 licensed beds) in Tullahoma, Tennessee and Tennova Healthcare – Shelbyville (60 licensed beds) in Shelbyville, Tennessee to Vanderbilt University Medical Center pursuant to the terms of a definitive agreement which was entered into September 30, 2020. The net proceeds from this sale were received at a preliminary closing on December 31, 2020. On February 1, 2021, one or more affiliates of the Company completed the sale of substantially all of the assets of Northwest Mississippi Medical Center (181 licensed beds) in Clarksdale, Mississippi to affiliates of Delta Health System Financing Transactions: On January 6, 2021, $30 million of the Company’s outstanding letters of credit of $150 million issued as of December 31, 2020 was cancelled in relation to a professional liability claim that was settled and funded in the three months ended December 31, 2020. On January 28, 2021, the remaining principal amount of the 6¼ 5⅝ On January 29, 2021, the Company issued a notice of redemption to redeem on February 28, 2021 all of the 6⅞ On February 2, 2021, the Company completed a private offering of $1.775 billion aggregate principal amount of 6⅞ 9⅞% The 6⅞ 6⅞ At any time and from time to time prior to April 15, 2024, CHS may redeem the 6⅞ At any time and from time to time on or after April 15, 2024, CHS may redeem the 6⅞ Period Redemption Price April 15, 2024 to April 14, 2025 103.438 % April 15, 2025 to April 14, 2026 101.719 % April 15, 2026 to April 14, 2029 100.000 % On February 9, 2021, the Company completed a private offering of $1.095 billion aggregate principal amount of 4¾ 8⅝ unconditionally guaranteed on a senior-priority secured basis by each of CHS’ current and future domestic subsidiaries that provide guarantees under the ABL facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS. The 4¾% Senior Secured Notes due 2031 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 4¾% Senior Secured Notes due 2031. CHS is entitled, at its option, to redeem all or a portion of the 4¾ CHS may redeem up to 40% of the aggregate principal amount of the 4¾ At any time and from time to time on or after February 15, 2026, CHS may redeem the 4¾ Period Redemption Price February 15, 2026 to February 14, 2027 102.375 % February 15, 2027 to February 14, 2028 101.583 % February 15, 2028 to February 14, 2029 100.792 % February 15, 2029 to February 14, 2031 100.000 % |
Condensed Financial Information
Condensed Financial Information of Parent | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Information of Parent | 17. CONDENSED FINANCIAL INFORMATION OF PARENT Parent Company Only Condensed Balance Sheet (In millions) December 31, 2020 2019 ASSETS Prepaid income taxes $ 50 $ 48 Total current assets 50 48 Deferred income taxes 59 38 Other assets, net (3 ) (4 ) Total assets $ 106 $ 82 LIABILITIES AND (DEFICIT) EQUITY Intercompany payable $ 1,701 $ 2,099 Deferred income taxes 29 200 Other long-term liabilities 1 1 Total liabilities 1,731 2,300 Community Health Systems, Inc. stockholders’ (deficit) equity: Preferred stock - - Common stock 1 1 Additional paid-in capital 2,094 2,008 Accumulated other comprehensive (loss) income (13 ) (9 ) (Accumulated deficit) retained earnings (3,707 ) (4,218 ) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,625 ) (2,218 ) Total liabilities and (deficit) equity $ 106 $ 82 See note to condensed financial statements of parent company. Parent Company Only Condensed Statements of Income (Loss) (In millions) Year Ended December 31, 2020 2019 2018 Net operating revenues $ - $ - $ - Operating costs and expenses: Salaries and benefits - - - Supplies - - - Other operating expenses - - - Government and other legal settlements and related costs - - - Electronic health records incentive reimbursement - - - Lease cost and rent - - - Pandemic relief funds - - - Depreciation and amortization - - - Impairment and (gain) loss on sale of businesses, net - - - Total operating costs and expenses - - - Income from operations - - - Interest expense, net - - - (Gain) loss from early extinguishment of debt - - - Equity in earnings of unconsolidated affiliates (511 ) 675 788 Income (loss) before income taxes 511 (675 ) (788 ) (Benefit from) provision for income taxes - - - Net income (loss) 511 (675 ) (788 ) Less: Net income attributable to noncontrolling interests - - - Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 511 $ (675 ) $ (788 ) See note to condensed financial statements of parent company. Parent Company Only Condensed Statements of Comprehensive Income (Loss) (In millions) Year Ended December 31, 2020 2019 2018 (In millions) Net income (loss) $ 511 $ (675 ) $ (788 ) Equity in other comprehensive (loss) income of affiliates, net of income taxes: Net change in fair value of interest rate swaps, net of tax (1 ) (3 ) 20 Net change in fair value of available-for-sale debt securities, net of tax 4 4 (2 ) Amortization and recognition of unrecognized pension cost components, net of tax (7 ) - (1 ) Other comprehensive (loss) income (4 ) 1 17 Comprehensive income (loss) 507 (674 ) (771 ) Less: Comprehensive income attributable to noncontrolling interests - - - Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 507 $ (674 ) $ (771 ) See note to condensed financial statements of parent company. Parent Company Only Condensed Statements of Cash Flows (In millions) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net cash (used in) provided by operating activities $ (12 ) $ (4 ) $ 40 Cash flows from investing activities: Net cash provided by (used in) investing activities - - - Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1 ) (1 ) (1 ) Changes in intercompany balances with affiliates, net 13 5 (39 ) Net cash provided by (used in) financing activities 12 4 (40 ) Net change in cash and cash equivalents - - - Cash and cash equivalents at beginning of period - - - Cash and cash equivalents at end of period $ - $ - $ - See note to condensed financial statements of parent company. 1. Basis of Presentation Community Health Systems, Inc. (the “Parent Company”) is a holding company and operates no business in its own name; all of the Company’s business operations are conducted through subsidiaries of the Parent Company. The Company’s outstanding indebtedness restricts the ability of subsidiaries to dividend or otherwise provide funds to the Parent Company. Accordingly, these financial statements have been presented on a “parent-only” basis. Under parent-only presentation, the Parent Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with consolidated financial statements of Community Health Systems, Inc. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Accounting | Business. Community Health Systems, Inc. is a holding company and operates no business in its own name. On a consolidated basis, Community Health Systems, Inc. and its subsidiaries (collectively the “Company”) own, lease and operate general acute care hospitals in communities across the country. As of December 31, 2020, the Company owned or leased 89 hospitals, including two stand-alone rehabilitation or psychiatric hospitals, licensed for 14,110 beds in 16 states. Throughout these notes to the consolidated financial statements, Community Health Systems, Inc. (the “Parent”) and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly-traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated, and management services provided, by distinct and indirect subsidiaries of Community Health Systems, Inc. As of December 31, 2020, Indiana, Florida and Texas represent the only areas of significant geographic concentration. Net operating revenues generated by the Company’s hospitals in Indiana, as a percentage of consolidated net operating revenues, were 15.0% in 2020, 13.7% in 2019 and 12.5% in 2018. Net operating revenues generated by the Company’s hospitals in Florida, as a percentage of consolidated net operating revenues, were 13.0% in 2020 and 14.3% in both 2019 and 2018. Net operating revenues generated by the Company’s hospitals in Texas, as a percentage of consolidated net operating revenues, were 12.2% in both 2020 and 2019 and 11.7% in 2018. |
Use of Estimates | Use of Estimates . The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. |
Principles of Consolidation | Principles of Consolidation . The consolidated financial statements include the accounts of the Parent, its subsidiaries, all of which are controlled by the Parent through majority voting control, and variable interest entities for which the Company is the primary beneficiary. All intercompany accounts, profits and transactions have been eliminated. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity to distinguish between the interests of the Parent and the interests of the noncontrolling owners. Revenues, expenses and income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of income (loss), along with a net income measure that separately presents the amounts attributable to the controlling interests and the amounts attributable to the noncontrolling interests for each of the periods presented. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the consolidated balance sheets. |
Cost of Revenue | Cost of Revenue . Substantially all of the Company’s operating costs and expenses are “cost of revenue” items. Operating costs that could be classified as general and administrative by the Company would include the Company’s corporate office costs at its Franklin, Tennessee office which were collectively $190 million, $184 million and $181 million for the years ended December 31, 2020, 2019 and 2018, respectively. Included in these corporate office costs is stock-based compensation of $13 million, $10 million and $13 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Cash Equivalents | Cash Equivalents . The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. |
Supplies | Supplies. Supplies, principally medical supplies, are stated at the lower of cost (first-in, first-out basis) or market. |
Marketable Securities | Marketable Securities. The Company’s marketable securities consist of debt securities that are classified as trading or available-for-sale and equity securities. Available-for-sale debt securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses reported as a separate component of stockholders’ (deficit) equity. Trading securities are reported at fair value with unrealized gains and losses included in earnings. Other comprehensive loss, net of tax, included an unrealized gain of $4 million for both of the years ended December 31, 2020 and 2019, and an unrealized loss of $2 million during the year ended December 31, 2018, related to these available-for-sale debt securities. |
Property and Equipment | Property and Equipment . Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the land and improvements (3 to 20 years), buildings and improvements (5 to 40 years) and equipment and fixtures (3 to 18 years). Costs capitalized as construction in progress were $194 million and $219 million at December 31, 2020 and 2019, respectively. Expenditures for renovations and other significant improvements are capitalized; however, maintenance and repairs which do not improve or extend the useful lives of the respective assets are charged to operations as incurred. Interest capitalized related to construction in progress was $15 million, $20 million and $15 million for the years ended December 31, 20 20 , 201 9 and 201 8 , respectively. Purchases of property and equipment and internal-use software accrued in accounts payable and not yet paid were $ 100 million and $ 93 million at December 31, 20 20 and 201 9 , respectively. The Company also leases certain facilities and equipment under finance leases (see Note 9). Such assets are amortized on a straight-line basis over the lesser of the term of the lease or the remaining useful lives of the applicable assets. During the year ended December 31, 2020, the Company had non-cash investing activity of $22 million related to certain facility and equipment additions that were financed through finance leases and other debt. |
Goodwill | Goodwill. Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill arising from business combinations is not amortized. Goodwill is required to be evaluated for impairment at the same time every year and when an event occurs or circumstances change such that it is more likely than not that impairment may exist. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. There was no goodwill impairment charge during the years ended December 31, 2020, 2019 and 2018 as a result of the Company’s annual impairment evaluation. |
Other Assets | Other Assets. Other assets consist of the insurance recovery receivable from excess insurance carriers related to the Company’s self-insured malpractice general liability and workers’ compensation insurance liability; costs to recruit physicians to the Company’s markets, which are deferred and expensed over the term of the respective physician recruitment contract, generally three years, and included in amortization expense; equity method investments; and capitalized internal-use software costs, which are expensed over the expected useful life, which is generally three years for routine software, and included in amortization expense. |
Revenue Recognition | Revenue Recognition. On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, upon the Company’s adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore was included as a reduction to net operating revenues in 2019 and 2018. For changes in credit issues not assessed at the date of service, the Company prospectively recognizes those amounts in other operating expenses on the statement of operations. As part of the adoption of ASC 606, the Company elected two of the available practical expedients provided for in the standard. First, the Company does not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expenses all incremental customer contract acquisition costs as incurred because such costs are not material and would be amortized over a period less than one year. |
Net Operating Revenues | Net Operating Revenues 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 years ended December 31, 2020, 2019 and 2018, 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 years ended December 31, 2020, 2019 and 2018 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Year Ended December 31, 2020 2019 2018 Medicare $ 2,813 $ 3,331 $ 3,730 Medicaid 1,578 1,736 1,876 Managed Care and other third-party payors 7,400 8,014 8,349 Self-pay (2 ) 129 200 Total $ 11,789 $ 13,210 $ 14,155 |
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, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables, the impact of recent acquisitions and dispositions and the impact of current economic and other events. 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 $98 million and $83 million as of December 31, 2020 and December 31, 2019, respectively, and these amounts are included in accrued liabilities-other in the accompanying consolidated balance sheets. Amounts due from third-party payors were $136 million and $137 million as of December 31, 2020 and December 31, 2019, respectively, and are included in other current assets in the accompanying consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2016. |
Charity Care | 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 based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. The Company updated its policy during the year ended December 31, 2020 in a manner which increased the number of accounts qualifying for charity care. This resulted in an increase in charity care services during the year ended December 31, 2020 compared to 2019 and previous years. These charity care services are estimated to be $1.0 billion, $540 million and $491 million for the years ended December 31, 2020, 2019 and 2018, respectively, representing the value (at the Company’s standard charges) of these charity care services that are excluded from net operating revenues. The estimated cost incurred by the Company to provide these charity care services to patients who are unable to pay was approximately $122 million, $ 66 |
Electronic Health Records Incentive Reimbursement | Electronic Health Records Incentive Reimbursement. The federal government has implemented a number of regulations and programs designed to promote the use of electronic health records (“EHR”) technology and, pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), established requirements for a Medicare and Medicaid incentive payments program for eligible hospitals and professionals that adopt and meaningfully use certified EHR technology. The Company utilizes a gain contingency model to recognize EHR incentive payments. Recognition occurs when the eligible hospitals adopt or demonstrate meaningful use of certified EHR technology . |
Leases | Leases. On January 1, 2019, the Company adopted the cumulative accounting standard updates initially issued by the FASB in February 2016 that amend the accounting for leases and are codified as Accounting Standards Codification Topic 842 (“ASC 842”). These changes to the lease accounting model require operating leases be recorded on the balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. Leases with an initial term of 12 months or less that do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised are not recorded on the balance sheet; rather, rent expense for these leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company elected the amended transition requirements allowed for by the FASB in ASU 2018-11, which provide entities relief by allowing them not to recast prior comparative periods from the adoption of ASC 842. As a result, the prior year comparative financial statements have not been restated to reflect the adoption of ASC 842. Additionally, the Company elected the package of practical expedients available in ASC 842 upon adoption whereby an entity need not reassess expired contracts for lease identification or classification as a finance or operating lease, or for the reassessment of initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. Certain of the Company’s lease agreements have lease and non-lease components, which for the majority of leases the Company accounts for separately when the actual lease and non-lease components are determinable. For equipment leases with immaterial non-lease components incorporated into the fixed rent payment, the Company accounts for the lease and non-lease components as a single lease component in determining the lease payment. Additionally, for certain individually insignificant equipment leases such as copiers, the Company applies a portfolio approach to effectively record the operating lease liability and ROU asset. The adoption of ASC 842 had a material impact on the Company’s consolidated balance sheet through the recording of the operating lease liabilities and related ROU assets for leases in effect at January 1, 2019, but the adoption did not have a material impact on the Company’s consolidated statement of income (loss) or consolidated statement of cash flows for the year ended December 31, 2019. The Company recorded approximately $673 |
Physician Income Guarantees | Physician Income Guarantees . The Company enters into physician recruiting agreements under which it supplements physician income to a minimum amount over a period of time, typically one year, while the physicians establish themselves in the community. As part of the agreements, the physicians are committed to practice in the community for a period of time, typically three years, which extends beyond their income guarantee period. The Company records an asset and liability for the estimated fair value of minimum revenue guarantees on new agreements. Adjustments to the ultimate value of the guarantee paid to physicians are recognized in the period that the change in estimate is identified. The Company amortizes an asset over the life of the agreement. As of December 31, 2020 and 2019, the unamortized portion of these physician income guarantees was $16 million and $20 million, respectively, and is recorded in other assets in the consolidated balance sheet. |
Concentrations of Credit Risk | Concentrations of Credit Risk . The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements. Because of the economic diversity of the Company’s facilities and non-governmental third-party payors, Medicare represents the only significant concentration of credit risk from payors. Accounts receivable, net of contractual allowances, from Medicare was $232 million and $268 million at December 31, 2020 and 2019, respectively, representing 6% and 5% of consolidated net accounts receivable at December 31, 2020 and 2019, respectively. |
Accounting for the Impairment or Disposal of Long-Lived Assets | Accounting for the Impairment or Disposal of Long-Lived Assets. During the year ended December 31, 2020, the Company recorded a total combined net impairment charge and loss on disposal of approximately $48 million, of which (i) approximately $ 59 million was recorded to reduce the carrying value of closed hospitals and certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell , (ii) approximately $ 74 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals or where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value , (iii) approximately $ 3 million was recorded related to a hospital that closed on September 30, 2020, and (iv) approximately $ 1 million was recorded related to a shared service center that closed on July 31, 2020. The impairment charge was partially offset by a gain of approximately $ 89 million related primarily to three hospi tals sold on January 1, 2020, one hospital sold on July 1, 2020 and two hospitals sold on October 27, 2020 . During the year ended December 31, 2020, a net allocation of approximately $ 110 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 year ended December 31, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $138 million, of which (i) approximately $92 million was recorded to reduce the carrying value of closed hospitals and certain hospitals that have been sold or deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell and (ii) approximately $46 million was recorded primarily to adjust the carrying value of other long-lived assets at several underperforming hospitals or where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value. During the year ended December 31, 2019, a net allocation of approximately $235 million of goodwill was allocated from the hospital operations reporting unit goodwill 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 . |
Income Taxes | Income Taxes. The Company accounts for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statement of income (loss) during the period in which the tax rate change becomes law. |
Comprehensive Loss | Comprehensive Loss . Comprehensive loss is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Segment Reporting | Segment Reporting . A public company is required to report annual and interim financial and descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet the criteria established by U.S. GAAP. The Company operates a single operating segment represented by hospital operations (which includes the Company's acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services). |
COVID-19 Pandemic | 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 and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 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, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provide for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month Pandemic Relief Funds During the year ended December 31, 2020, the Company received approximately $705 million in payments through the PHSSEF and various state and local programs , The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021 which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results of operations during such period as compared to the Company’s budget. Such guidance, specifically the various Post-Payment Notice of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. On the basis of guidance available at the time, the Company’s estimate of lost revenues for 2020 was first based on the negative change in year-over-year net patient care operating revenue income Amounts received through the PHSSEF or state and local programs that have not yet been recognized as a reduction to operating costs and expenses or otherwise have not been refunded to HHS or the various state and local agencies as of December 31, 2020, are reflected within accrued liabilities-other in the 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. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. Medicare Accelerated Payments Medicare accelerated payments of approximately $1.2 billion were received by the Company in April 2020. No additional Medicare accelerated payments have been received by the Company since such time and approximately $77 million of amounts previously received was repaid to CMS or assumed by buyers related to divested entities. Effective October 8, 2020, CMS is no longer accepting new applications for accelerated payments. Accordingly, the Company does not expect to receive additional Medicare accelerated payments. Payments under the Medicare Accelerated and Advance Payment program are advances that must be repaid. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25 % of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50 % for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent ( 4 %) from the date the letter was issued, and will be assessed for each full 30-day period that the balance remains unpaid. As of December 31, 2020, approximately $ 425 million of Medicare accelerated payments are reflected within accrued liabilities-other in the consolidated balance sheet while the remaining approximately $ 656 million are included within other long-term liabilities. The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above. |
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 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 consolidated financial position or results of operations. |
Acquisitions | Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. |
Fair Value of Financial Instruments | 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. Senior Notes, Senior Secured Notes and Junior-Priority Secured Notes. 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. |
Fair Value | 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. |
Legal Matters | Legal Matters. The Company is a party to various legal, regulatory and governmental proceedings incidental to its business. Based on current knowledge, management does not believe that loss contingencies arising from pending legal, regulatory and governmental matters, including the matters described herein, will have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending legal, regulatory and governmental matters, some of which are beyond the Company’s control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period. With respect to all legal, regulatory and governmental proceedings, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the possible loss or range of loss. However, the Company is unable to estimate a possible loss or range of loss in some instances based on the significant uncertainties involved in, and/or the preliminary nature of, certain legal, regulatory and governmental matters. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Net Operating Revenues | The Company’s net operating revenues during the years ended December 31, 2020, 2019 and 2018 have been presented in the following table based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in millions): Year Ended December 31, 2020 2019 2018 Medicare $ 2,813 $ 3,331 $ 3,730 Medicaid 1,578 1,736 1,876 Managed Care and other third-party payors 7,400 8,014 8,349 Self-pay (2 ) 129 200 Total $ 11,789 $ 13,210 $ 14,155 |
Accounting for Stock-Based Co_2
Accounting for Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2020 2019 2018 Effect on income (loss) before income taxes $ (13 ) $ (10 ) $ (13 ) Effect on net income (loss) $ (10 ) $ (8 ) $ (10 ) |
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 years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Expected volatility 73.5% 68.4 % N/A% Expected dividends - - N/A Expected term 6.0 years 5.6 years N/A Risk-free interest rate 1.0% 2.6 % N/A% |
Schedule of Share-based Compensation, Stock Options, Activity | Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of December 31, 2020, and changes during each of the years in the three-year period prior to December 31, 2020, were as follows (in millions, except share and per share data): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value as of December 31, 2020 Outstanding at December 31, 2017 1,115,667 $ 31.56 Granted - - Exercised - - Forfeited and cancelled (490,729 ) 32.01 Outstanding at December 31, 2018 624,938 31.21 Granted 658,500 4.95 Exercised - - Forfeited and cancelled (173,304 ) 23.04 Outstanding at December 31, 2019 1,110,134 16.90 Granted 946,500 4.93 Exercised (18,166 ) 4.99 Forfeited and cancelled (220,943 ) 33.52 Outstanding at December 31, 2020 1,817,525 $ 8.77 7.6 years $ 4 Exercisable at December 31, 2020 455,021 $ 20.24 3.7 years $ - |
Schedule of Share-based Compensation, Restricted Stock, Activity | Restricted stock outstanding under the 2009 Plan as of December 31, 2020, and changes during each of the years in the three-year period prior to December 31, 2020, were as follows: Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2017 2,643,919 $ 16.17 Granted 1,987,000 4.54 Vested (1,154,670 ) 23.22 Forfeited (167,342 ) 10.29 Unvested at December 31, 2018 3,308,907 7.00 Granted 1,989,000 4.94 Vested (1,160,667 ) 8.89 Forfeited (279,838 ) 5.60 Unvested at December 31, 2019 3,857,402 5.47 Granted 2,205,500 4.90 Vested (1,123,329 ) 5.84 Forfeited (383,838 ) 8.58 Unvested at December 31, 2020 4,555,735 4.84 |
Schedule of Share-based Compensation, Restricted Stock Units, Activity | RSUs outstanding under the 2009 Plan as of December 31, 2020, and changes during each of the years in the three-year period prior to December 31, 2020, were as follows: Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2017 172,078 $ 12.78 Granted 296,944 4.58 Vested (71,116 ) 15.51 Forfeited - - Unvested at December 31, 2018 397,906 6.17 Granted 306,612 4.99 Vested (162,942 ) 7.42 Forfeited - - Unvested at December 31, 2019 541,576 5.13 Granted 310,347 4.93 Vested (238,184 ) 5.47 Forfeited - - Unvested at December 31, 2020 613,739 4.89 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Divestitures | The following table provides a summary of hospitals that the Company divested during the years ended December 31, 2020, 2019 and 2018. Hospital Buyer City, State Licensed Beds Effective Date 2020 Divestitures: Berwick Hospital Center Fayette Holdings, Inc. Berwick, PA 90 December 1, 2020 Brownwood Regional Medical Center Hendrick Health System Brownwood, TX 188 October 27, 2020 Abilene Regional Medical Center Hendrick Health System Abilene, TX 231 October 27, 2020 San Angelo Community Medical Center Shannon Health System San Angelo, TX 171 October 24, 2020 Bayfront Health St. Petersburg Orlando Health, Inc. St. Petersburg, FL 480 October 1, 2020 Hill Regional Hospital AHRK Holdings, LLC Hillsboro, TX 25 August 1, 2020 St. Cloud Regional Medical Center Orlando Health, Inc. St. Cloud, FL 84 July 1, 2020 Northern Louisiana Medical Center Allegiance Health Management, Inc. Ruston, LA 130 July 1, 2020 Shands Live Oak Regional Medical Center HCA 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 2018 Divestitures: Sparks Regional Medical Center Baptist Health Fort Smith, AR 492 November 1, 2018 Sparks Medical Center - Van Buren Baptist Health Van Buren, AR 103 November 1, 2018 AllianceHealth Deaconess INTEGRIS Health Oklahoma City, OK 238 October 1, 2018 Munroe Regional Medical Center Adventist Health System Ocala, FL 425 August 1, 2018 Tennova Healthcare - Dyersburg Regional West Tennessee Healthcare Dyersburg, TN 225 June 1, 2018 Tennova Healthcare - Regional Jackson West Tennessee Healthcare Jackson, TN 150 June 1, 2018 Tennova Healthcare - Volunteer Martin West Tennessee Healthcare Martin, TN 100 June 1, 2018 Williamson Memorial Hospital Mingo Health Partners, LLC Williamson, WV 76 June 1, 2018 Byrd Regional Hospital Allegiance Health Management Leesville, LA 60 June 1, 2018 Tennova Healthcare - Jamestown Rennova Health, Inc. Jamestown, TN 85 June 1, 2018 Bayfront Health Dade City Adventist Health System Dade City, FL 120 April 1, 2018 |
Schedule of Balance Sheet Items Classified as Held for Sale | The following table discloses amounts included in the consolidated balance sheets for the hospitals classified as held for sale as of December 31, 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. December 31, 2020 2019 Other current assets $ 12 $ 25 Other assets, net 11 262 Accrued liabilities 16 43 |
Hospitals Included in Continuing Operations [Member] | |
Schedule Of Operating Results Included In Consolidated Statement Of Income | Summary financial results of these hospitals for the periods included in the accompanying consolidated statements of income (loss) are as follows (in millions): Year Ended December 31, 2020 2019 2018 Loss before income taxes $ (144 ) $ (103 ) $ (465 ) Less: Loss attributable to noncontrolling interests (6 ) (8 ) (5) Loss from operations before income taxes attributable to Community Health Systems, Inc. stockholders $ (138 ) $ (95 ) $ (460 ) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows (in millions): Balance, beginning balance 2020 2019 Goodwill $ 7,142 $ 7,373 Accumulated impairment losses (2,814 ) (2,814 ) 4,328 4,559 Goodwill acquired as part of acquisitions during current year 1 4 Goodwill allocated to hospitals held for sale (110 ) (235 ) Balance, end of year Goodwill 7,033 7,142 Accumulated impairment losses (2,814 ) (2,814 ) $ 4,219 $ 4,328 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of (Benefit from) Provision for Income Taxes | The (benefit from) provision for income taxes consists of the following (in millions): Year Ended December 31, 2020 2019 2018 Current: Federal $ (1 ) $ (38 ) $ 1 State 3 (5 ) (9 ) 2 (43 ) (8 ) Deferred: Federal (162 ) 179 50 State (25 ) 24 (53 ) (187 ) 203 (3 ) Total (benefit from) provision for income taxes for income (loss) $ (185 ) $ 160 $ (11 ) |
Schedule of Reconciliation between the Statutory Federal Income Tax Rate and the Effective Tax Rate | The following table reconciles the differences between the statutory federal income tax rate and the effective tax rate (dollars in millions): Year Ended December 31, 2020 2019 2018 Amount % Amount % Amount % Provision for (benefit from) income taxes at statutory federal rate $ 89 21.0 % $ (90 ) 21.0 % $ (150 ) 21.0 % State income taxes, net of federal income tax benefit (15 ) (3.6 ) (104 ) 24.3 (114 ) 16.0 Net income attributable to noncontrolling interests (20 ) (4.7 ) (18 ) 4.2 (18 ) 2.5 Change in valuation allowance (267 ) (63.2 ) 340 (79.2 ) 212 (29.7 ) Change in uncertain tax position - - - - 9 (1.3 ) Federal and state tax credits - - - - (17 ) 2.4 Nondeductible goodwill 41 9.8 11 (2.6 ) 30 (4.2 ) Nondeductible settlements - - - - 22 (3.1 ) Nondeductible loss on divestiture (15 ) (3.4 ) 15 (3.5 ) - - Other 2 0.3 6 (1.4 ) 15 (2.1 ) (Benefit from) provision for income taxes and effective tax rate for income (loss) $ (185 ) (43.8 )% $ 160 (37.2 )% $ (11 ) 1.5 % |
Schedule of Components of Deferred Income Taxes | Deferred income taxes are based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities under the provisions of the enacted tax laws. Deferred income taxes as of December 31, 2020 and 2019 consist of (in millions): December 31, 2020 2019 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 873 $ - $ 775 $ - Property and equipment - 300 - 335 Self-insurance liabilities 58 - 48 - Prepaid expenses - 29 - 30 Intangibles - 127 - 149 Investments in unconsolidated affiliates - 57 - 57 Other liabilities - 9 - 9 IRC Section 481(a) - mixed service cost - 106 - 216 Long-term debt and interest 154 - 312 - Accounts receivable 52 - 62 - IRC Section 163(j) interest limitation 108 - 296 - Accrued vacation 22 - 24 - Accrued bonus 32 - 31 - Other comprehensive income 6 - 5 - Right-of-use assets - 150 - 145 Right-of-use liability 155 - 149 - Stock-based compensation 4 - 5 - Deferred compensation 69 - 70 - Other 57 - 51 - Total 1,590 778 1,828 941 Valuation allowance (781 ) - (1,049 ) - Total deferred income taxes $ 809 $ 778 $ 779 $ 941 |
Schedule of Reconciliation of the Total Amount of Unrecognized Tax Benefit | The following is a tabular reconciliation of the total amount of unrecognized tax benefit for the years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefit, beginning of year $ 26 $ 29 $ 18 Gross increases — tax positions in current period 19 10 11 Settlements - (13 ) - Unrecognized tax benefit, end of year $ 45 $ 26 $ 29 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Debt | Long-term debt, net of unamortized debt issuance costs and discounts or premiums, consists of the following (in millions): December 31, 2020 2019 5⅛% $ - $ 1,000 6⅞% 126 231 6¼% 95 3,100 8⅝% 1,033 1,033 6⅝% 1,462 - 8% 2,101 2,101 8% 700 700 5⅝% 1,900 - 6⅞% 767 1,700 6% 900 - 9⅞% 1,769 1,770 8⅛% 1,348 1,355 ABL Facility - 273 Finance lease and financing obligations 239 272 Other 26 17 Less: Unamortized deferred debt issuance costs and note premium (250 ) (147 ) Total debt 12,216 13,405 Less: Current maturities (123 ) (20 ) Total long-term debt $ 12,093 $ 13,385 |
Schedule of Maturities of Long-term Debt | As of December 31, 2020, the scheduled maturities of long-term debt outstanding, including finance lease obligations for each of the next five years and thereafter are as follows (in millions): Year Ending December 31, Amount 2021 $ 123 2022 137 2023 1,776 2024 2,387 2025 1,469 Thereafter 6,574 Total maturities 12,466 Less: Deferred debt issuance costs (230 ) Plus: Unamortized note premium (20 ) Total long-term debt $ 12,216 |
Senior Secured Notes at 5.125%, Due 2021 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | CHS was entitled, at its option, to redeem all or a portion of the 5⅛% Senior Secured Notes due 2021 upon not less than 30 nor more than 60 days’ notice, at a 100% redemption price (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). |
Senior Notes at 6.875%, Due 2022 | Senior Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | CHS is entitled, at its option, to redeem all or a portion of the 6⅞% Senior Notes due 2022 upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed prior to the maturity date. |
Senior Secured Notes at 6.25%, Due 2023 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | CHS may redeem some or all of the 6¼% Senior Secured Notes due 2023 at any time on or after March 31, 2020 upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price March 31, 2020 to March 30, 2021 103.125 % March 31, 2021 to March 30, 2022 101.563 % March 31, 2022 to March 30, 2023 100.000 % |
Junior-Priority Secured Notes at 9.875% Due 2023 | Junior-Priority Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | After June 30, 2020, CHS is entitled, at its option, to redeem all or a portion of the 9⅞% Junior-Priority Secured Notes due 2023 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price June 30, 2020 to June 29, 2021 107.406 % June 30, 2021 to June 29, 2022 103.703 % June 30, 2022 to June 29, 2023 100.000 % |
Junior-Priority Secured Notes at 8.125% Due 2024 | Junior-Priority Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | After June 30, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⅛% Junior-Priority Secured Notes due 2024 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price June 30, 2021 to June 29, 2022 104.063 % June 30, 2022 to June 29, 2023 102.031 % June 30, 2023 to June 29, 2024 100.000 % |
Senior Secured Notes at 8.625%, Due 2024 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | After January 15, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⅝% Senior Secured Notes due 2024 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price January 15, 2021 to January 14, 2022 104.313 % January 15, 2022 to January 14, 2023 102.156 % January 15, 2023 to January 14, 2024 100.000 % |
Senior Secured Notes at 6.625% Due 2025 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
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 % |
Senior Secured Notes at 8%, Due 2026 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | After March 15, 2022, CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Secured Notes due 2026 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price March 15, 2022 to March 14, 2023 104.000 % March 15, 2023 to March 14, 2024 102.000 % March 15, 2024 to March 14, 2026 100.000 % |
Senior Secured Notes at 8% Due 2027 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | CHS may redeem some or all of the 8% Senior Secured Notes due 2027 at any time on or after December 15, 2022 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price December 15, 2022 to December 14, 2023 104.000 % December 15, 2023 to December 14, 2024 102.000 % December 15, 2024 to December 14, 2027 100.000 % |
5⅝% Senior Secured Notes due 2027 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | At any time and from time to time on or after December 15, 2023, CHS may redeem the 5⅝% Senior Secured Notes due 2027 in whole or in part, upon not less than 15 no more than 60 days’ prior written notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the 5⅝% Senior Secured Notes due 2027 redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on December 15 of the years indicated below: Period Redemption Price December 15, 2023 to December 14, 2024 102.813 % December 15, 2024 to December 14, 2025 101.406 % December 15, 2025 to December 14, 2027 100.000 % |
Senior Notes at 6.875% Due 2028 | Senior Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | CHS may redeem some or all of the 6⅞% Senior Notes due 2028 at any time on or after April 1, 2023 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price April 1, 2023 to March 31, 2024 103.438 % April 1, 2024 to March 31, 2025 101.719 % April 1, 2025 to March 31, 2028 100.000 % |
6% Senior Secured Notes due 2029 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | At any time and from time to time on or after January 15, 2024, CHS may redeem the 6% Senior Secured Notes due 2029 in whole or in part, upon not less than 15 nor more than 60 days’ prior written notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the 6% Senior Secured Notes due 2029 redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Period Redemption Price January 15, 2024 to January 14, 2025 103.000 % January 15, 2025 to January 14, 2026 101.500 % January 15, 2026 to January14, 2029 100.000 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 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): December 31, 2020 December 31, 2019 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 1,676 $ 1,676 $ 216 $ 216 Investments in equity securities 129 129 141 141 Available-for-sale debt securities 110 110 101 101 Trading securities 12 12 12 12 Liabilities: 5⅛% - - 990 1,003 6⅞% 125 125 229 188 6¼% 95 99 3,074 3,148 8⅝% 1,025 1,080 1,023 1,099 6⅝% 1,427 1,543 - - 8% 2,074 2,275 2,070 2,182 8% 692 760 691 700 5⅝% 1,809 2,048 - - 6⅞% 758 618 1,678 1,700 6% Senior Secured Notes due 2029 857 973 - - 9⅞% 1,756 1,861 1,754 1,539 8⅛% 1,336 1,408 1,340 1,113 ABL Facility and other debt 23 23 285 285 |
Schedule of Pre-tax (Loss) Gain Recognized as a Component of Other Comprehensive Income | The following tabular disclosure provides the amount of pre-tax (loss) gain recognized as a component of OCI during the years ended December 31, 2020, 2019 and 2018 (in millions): Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2020 2019 2019 Interest rate swaps $ - $ (3 ) $ 17 |
Schedule of Effective Portion of the Pre-tax Loss Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income (Loss) | The following tabular disclosure provides the location of the effective portion of the pre-tax loss reclassified from accumulated other comprehensive loss (“AOCL”) into interest expense on the consolidated statements of income (loss) during the years ended December 31, 2020, 2019 and 2018 (in millions): Amount of Pre-Tax Loss Reclassified from AOCL into Income (Effective Portion) Location of Loss Reclassified from Year Ended December 31, AOCL into Income (Effective Portion) 2020 2019 2018 Interest expense, net $ 2 $ - $ 2 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019 (in millions): December 31, 2020 Level 1 Level 2 Level 3 Investments in equity securities $ 129 $ 129 $ - $ - Available-for-sale debt securities 110 - 110 - Trading securities 12 - 12 - Total assets $ 251 $ 129 $ 122 $ - 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 $ - |
Supplemental Information Regarding Available-for-Sale Debt Securities | Supplemental information regarding the Company’s available-for-sale debt securities (all of which had no withdrawal restrictions) is set forth in the table below (in millions): Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2020: Debt securities Government $ 48 $ 2 $ - $ 50 Corporate 38 2 - 40 Mortgage and asset-backed securities 19 1 - 20 Total $ 105 $ 5 $ - $ 110 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Values As of December 31, 2019: Debt securities Government $ 54 $ 1 $ (1 ) $ 54 Corporate 33 1 - 34 Mortgage and asset-backed securities 13 - - 13 Total $ 100 $ 2 $ (1 ) $ 101 |
Contractual Maturities of Debt Securities | The contractual maturities of debt-based securities held by the Company as of December 31, 2020 and 2019, excluding mutual fund holdings, are set forth in the table below (in millions). Expected maturities will differ from contractual maturities because the issuers of the debt securities may have the right to prepay their obligations without prepayment penalties. December 31, 2020 December 31, 2019 Amortized Estimated Amortized Estimated Cost Fair Values Cost Fair Values Within 1 year $ 3 $ 3 $ 9 $ 9 After 1 year and through year 5 26 27 19 20 After 5 years and through year 10 30 32 29 29 After 10 years 46 48 43 43 |
Gross Realized Gains and Losses and Investment Income on Available-for-Sale Debt Securities | Gross realized gains and losses on sales of available-for-sale debt securities are summarized in the table below (in millions): Year Ended December 31, 2020 2019 2018 Realized gains $ 2 $ - $ - Realized losses (1 ) - - |
Net Gains and Losses Recognized for Investments in Equity Securities | Net gains and losses recognized during the years ended December 31, 2020 and 2019 for investments in equity securities, which are broken out between investments sold during the year and investments held at the end of the year, are summarized in the table below (in millions): Year Ended December 31, 2020 2019 Net gains and (losses), beginning of year $ 9 $ 15 Less: Net gains and (losses) recognized during the year on equity securities sold during the year 14 2 Unrealized gains and (losses) recognized during the year on equity securities held, end of year $ (5 ) $ 13 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Cost and Rent Expense | The components of lease cost and rent expense for the year ended December 31, 2020 and 2019 are as follows (in millions): Year Ended December 31, Lease Cost 2020 2019 Operating lease cost: Operating lease cost $ 203 $ 194 Short-term rent expense 104 114 Variable lease cost 26 18 Sublease income (6 ) (5 ) Total operating lease cost $ 327 $ 321 Finance lease cost: Amortization of right-of-use assets $ 10 $ 12 Interest on finance lease liabilities 8 7 Total finance lease cost $ 18 $ 19 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification December 31, 2020 December 31, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 642 $ 607 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 $ 8 Buildings and improvements 134 154 Equipment and fixtures 8 11 Property and equipment 150 173 Less accumulated depreciation and amortization (46 ) (56 ) Property and equipment, net $ 104 $ 117 Current finance lease liabilities Current maturities of long-term debt $ 5 $ 6 Long-term finance lease liabilities Long-term debt 74 107 |
Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow information related to leases for the year ended December 31, 2020 and 2019 are as follows (in millions): Year Ended December 31, Cash flow information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 188 $ 167 Operating cash flows from finance leases 8 7 Financing cash flows from finance leases 7 9 Right-of-use assets obtained in exchange for new finance lease liabilities 22 2 Right-of-use assets obtained in exchange for new operating lease liabilities 150 122 Weighted-average remaining lease term: Operating leases 7 years 6 years Finance leases 19 years 20 years Weighted-average discount rate: Operating leases 9.0 % 9.1 % Finance leases 8.4 % 5.6 % (1) Included in the change in other operating assets and liabilities in the consolidated statement of cash flows. |
Commitments Relating To Noncancellable Operating And Finance Leases And Financing Obligations | Commitments relating to noncancellable operating and finance leases and financing obligations for each of the next five years and thereafter are as follows (in millions): Financing Year Ending December 31, Operating Finance Obligations 2021 $ 193 $ 10 $ 12 2022 161 9 12 2023 127 8 13 2024 93 8 13 2025 77 8 13 Thereafter 253 150 103 Total minimum future payments 904 193 166 Less: Imputed interest (238 ) (114 ) (6 ) Total liabilities 666 79 160 Less: Current portion (142 ) (5 ) (2 ) Long-term liabilities $ 524 $ 74 $ 158 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
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): Year Ended December 31, 2020 2019 2018 Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 511 $ (675 ) $ (788 ) Transfers to the noncontrolling interests: Net increase (decrease) in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests 3 3 (4 ) Net transfers to the noncontrolling interests 3 3 (4 ) Change to Community Health Systems, Inc. stockholders’ deficit from net income (loss) attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ 514 $ (672 ) $ (792 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Denominator for Computation of Basic and Diluted 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: Year Ended December 31, 2020 2019 2018 Weighted-average number of shares outstanding — basic 115,491,022 113,739,046 112,728,274 Effect of dilutive securities: Restricted stock awards 905,903 - - Employee stock options 122,785 - - Other equity-based awards 24,851 - - Weighted-average number of shares outstanding — diluted 116,544,561 113,739,046 112,728,274 |
Schedule of Antidilutive Securities | The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the years ended December 31, 2019 and 2018, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income during the years ended December 31, 2019 and 2018, the effect of restricted stock awards, employee stock options, and other equity-based awards on the diluted shares calculation would have been an increase in shares of 133,866 and 68,687, respectively. Year Ended December 31, 2020 2019 2018 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 2,821,511 3,508,968 2,152,408 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | The following tables present information about items reclassified out of accumulated other comprehensive loss by component for the years ended December 31, 2020 and 2019 (in millions, net of tax): Change in Fair Value of Change in Accumulated Change in Fair Available-for-Sale Unrecognized Other Value of Interest Debt Pension Cost Comprehensive Rate Swaps (1) Securities (1) Components (Loss) Income Balance as of December 31, 2019 $ 2 $ (3 ) $ (8 ) $ (9 ) Other comprehensive (loss) income before reclassifications (1 ) 6 (1 ) 4 Amounts reclassified from accumulated other comprehensive (loss) income - (2 ) (6 ) (8 ) Net current-period other comprehensive (loss) income (1 ) 4 (7 ) (4 ) Balance as of December 31, 2020 $ - $ 2 $ (15 ) $ (13 ) (1) Totals may not add due to rounding. Change in Change in Accumulated Change in Fair Fair Value of Unrecognized Other Value of Interest Available-for-Sale Pension Cost Comprehensive Rate Swaps Debt Securities Components (Loss) Income Balance as of December 31, 2018 $ 5 $ (7 ) $ (8 ) $ (10 ) Other comprehensive (loss) income before reclassifications (3 ) 5 (1 ) 1 Amounts reclassified from accumulated other comprehensive (loss) income - (1 ) 1 - Net current-period other comprehensive (loss) income (3 ) 4 - 1 Balance as of December 31, 2019 $ 2 $ (3 ) $ (8 ) $ (9 ) |
Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) | The following tables present a subtotal for each significant reclassification to net income (loss) out of AOCL and the line item affected in the accompanying consolidated statements of income (loss) for the years ended December 31, 2020 and 2019 (in millions): Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2020 income (loss) is presented Amortization of defined benefit pension items Prior service costs $ (1 ) Salaries and benefits Settlement losses recognized (3 ) Salaries and benefits (4 ) Total before tax 10 Tax benefit $ 6 Net of tax Amount reclassified from AOCL Affected line item in the Details about accumulated other Year Ended statement where net comprehensive income (loss) components December 31, 2019 income (loss) is presented Gains and losses on cash flow hedges Interest rate swaps $ - Interest expense, net - Tax benefit $ - Net of tax Amortization of defined benefit pension items Prior service costs $ (1 ) Salaries and benefits Settlement losses recognized - Salaries and benefits (1 ) Total before tax - Tax benefit $ (1 ) Net of tax |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020 and 2019, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. The liability as of December 31, 2020 is comprised of individually insignificant amounts for various matters. Probable Contingencies Balance as of December 31, 2018 $ 19 Expense 87 Reserve for insured claim (4 ) Cash payments (34 ) Balance as of December 31, 2019 68 Expense 14 Reserve for insured claim 11 Cash payments (82 ) Balance as of December 31, 2020 $ 11 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Junior-Priority Secured Notes at 6.875% Due 2029 | Junior-Priority Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | At any time and from time to time on or after April 15, 2024, CHS may redeem the 6⅞ Period Redemption Price April 15, 2024 to April 14, 2025 103.438 % April 15, 2025 to April 14, 2026 101.719 % April 15, 2026 to April 14, 2029 100.000 % |
Senior Secured Notes at 4.75%, Due 2031 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | At any time and from time to time on or after February 15, 2026, CHS may redeem the 4¾ Period Redemption Price February 15, 2026 to February 14, 2027 102.375 % February 15, 2027 to February 14, 2028 101.583 % February 15, 2028 to February 14, 2029 100.792 % February 15, 2029 to February 14, 2031 100.000 % |
Condensed Financial Informati_2
Condensed Financial Information of Parent (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Balance Sheets | Parent Company Only Condensed Balance Sheet (In millions) December 31, 2020 2019 ASSETS Prepaid income taxes $ 50 $ 48 Total current assets 50 48 Deferred income taxes 59 38 Other assets, net (3 ) (4 ) Total assets $ 106 $ 82 LIABILITIES AND (DEFICIT) EQUITY Intercompany payable $ 1,701 $ 2,099 Deferred income taxes 29 200 Other long-term liabilities 1 1 Total liabilities 1,731 2,300 Community Health Systems, Inc. stockholders’ (deficit) equity: Preferred stock - - Common stock 1 1 Additional paid-in capital 2,094 2,008 Accumulated other comprehensive (loss) income (13 ) (9 ) (Accumulated deficit) retained earnings (3,707 ) (4,218 ) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,625 ) (2,218 ) Total liabilities and (deficit) equity $ 106 $ 82 See note to condensed financial statements of parent company. |
Condensed Statements of Income (Loss) | Parent Company Only Condensed Statements of Income (Loss) (In millions) Year Ended December 31, 2020 2019 2018 Net operating revenues $ - $ - $ - Operating costs and expenses: Salaries and benefits - - - Supplies - - - Other operating expenses - - - Government and other legal settlements and related costs - - - Electronic health records incentive reimbursement - - - Lease cost and rent - - - Pandemic relief funds - - - Depreciation and amortization - - - Impairment and (gain) loss on sale of businesses, net - - - Total operating costs and expenses - - - Income from operations - - - Interest expense, net - - - (Gain) loss from early extinguishment of debt - - - Equity in earnings of unconsolidated affiliates (511 ) 675 788 Income (loss) before income taxes 511 (675 ) (788 ) (Benefit from) provision for income taxes - - - Net income (loss) 511 (675 ) (788 ) Less: Net income attributable to noncontrolling interests - - - Net income (loss) attributable to Community Health Systems, Inc. stockholders $ 511 $ (675 ) $ (788 ) See note to condensed financial statements of parent company. |
Condensed Statements of Comprehensive Income (Loss) | Parent Company Only Condensed Statements of Comprehensive Income (Loss) (In millions) Year Ended December 31, 2020 2019 2018 (In millions) Net income (loss) $ 511 $ (675 ) $ (788 ) Equity in other comprehensive (loss) income of affiliates, net of income taxes: Net change in fair value of interest rate swaps, net of tax (1 ) (3 ) 20 Net change in fair value of available-for-sale debt securities, net of tax 4 4 (2 ) Amortization and recognition of unrecognized pension cost components, net of tax (7 ) - (1 ) Other comprehensive (loss) income (4 ) 1 17 Comprehensive income (loss) 507 (674 ) (771 ) Less: Comprehensive income attributable to noncontrolling interests - - - Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders $ 507 $ (674 ) $ (771 ) See note to condensed financial statements of parent company. |
Condensed Statement of Cash Flows | Parent Company Only Condensed Statements of Cash Flows (In millions) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net cash (used in) provided by operating activities $ (12 ) $ (4 ) $ 40 Cash flows from investing activities: Net cash provided by (used in) investing activities - - - Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1 ) (1 ) (1 ) Changes in intercompany balances with affiliates, net 13 5 (39 ) Net cash provided by (used in) financing activities 12 4 (40 ) Net change in cash and cash equivalents - - - Cash and cash equivalents at beginning of period - - - Cash and cash equivalents at end of period $ - $ - $ - See note to condensed financial statements of parent company. |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | Oct. 27, 2020Item | Sep. 30, 2020USD ($) | Jul. 01, 2020Item | Jan. 01, 2020Item | Apr. 30, 2020USD ($) | Oct. 27, 2020USD ($) | Dec. 31, 2020USD ($)ItemState | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) |
Business Description [Abstract] | ||||||||||
Number of hospitals owned and leased by the Company | Item | 89 | |||||||||
Number of stand alone rehabilitation or psychiatric hospitals | Item | 2 | |||||||||
Number of licensed beds | Item | 14,110 | |||||||||
Number of states in which entity operates | State | 16 | |||||||||
Cost of Revenue, Policy [Abstract] | ||||||||||
Corporate Office Costs | $ 190,000,000 | $ 184,000,000 | $ 181,000,000 | |||||||
Stock-based compensation expense | 13,000,000 | 10,000,000 | 13,000,000 | |||||||
Marketable Securities, Policy [Abstract] | ||||||||||
Net change in fair value of available-for-sale debt securities, net of tax | 4,000,000 | 4,000,000 | (2,000,000) | |||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Construction in Progress, Gross | 194,000,000 | 219,000,000 | ||||||||
Interest Costs Capitalized | 15,000,000 | 20,000,000 | 15,000,000 | |||||||
Purchases of property and equipment and internal-use software accrued in accounts payable | 100,000,000 | 93,000,000 | ||||||||
Goodwill, Policy [Abstract] | ||||||||||
Impairment of goodwill | 0 | 0 | 0 | |||||||
Third Party Reimbursement [Abstract] | ||||||||||
Amounts due to third party payors | 98,000,000 | 83,000,000 | ||||||||
Amounts due from third party payors | 136,000,000 | 137,000,000 | ||||||||
Net Operating Revenues, Policy [Abstract] | ||||||||||
Charity care services charges excluded from net operating revenues | 1,000,000,000 | 540,000,000 | 491,000,000 | |||||||
Value of charity care services at the Company's standard charges included in contractual allowances | 122,000,000 | 66,000,000 | $ 62,000,000 | |||||||
New Accounting Pronouncements, Policy [Abstract] | ||||||||||
Operating lease right-of-use asset | 642,000,000 | 607,000,000 | ||||||||
Operating lease liability | 666,000,000 | |||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||
Accounts receivable, net of contractual allowances | 1,927,000,000 | 2,258,000,000 | ||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Gain (loss) on disposition of business | (48,000,000) | |||||||||
Goodwill allocated to hospital disposal group held for sale | $ 110,000,000 | |||||||||
Medicare Accelerated Payments [Abstract] | ||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Mar. 12, 2020 | |||||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||||||||
Accounting Standards Update [Extensible List] | cyh:AccountingStandardsUpdate202004Member | |||||||||
CARES Act | ||||||||||
Medicare Accelerated Payments [Abstract] | ||||||||||
Medicare accelerated payments received under the Cares Act | $ 1,200,000,000 | $ 0 | ||||||||
CARES Act | Long-term Liabilities | ||||||||||
Medicare Accelerated Payments [Abstract] | ||||||||||
Medicare accelerated outstanding estimated amount under cares act | 656,000,000 | |||||||||
CARES Act | Accrued Liabilities and Other | ||||||||||
Medicare Accelerated Payments [Abstract] | ||||||||||
Medicare accelerated payments under cares act | $ 425,000,000 | |||||||||
CARES Act | Paycheck Protection Program and Health Care Enhancement Act | ||||||||||
COVID-19 Pandemic [Abstract] | ||||||||||
Percentage of maximum accelerated payment | 100.00% | |||||||||
Medicare accelerated and advance payment program period | 6 months | |||||||||
Public Health and Social Services Emergency Fund (the "PHSSEF") | CARES Act | Paycheck Protection Program and Health Care Enhancement Act | ||||||||||
COVID-19 Pandemic [Abstract] | ||||||||||
CARES Act and PPPHCE Act of 2020 Aid, amount | $ 178,000,000,000 | |||||||||
CARES Act and PPPHCE Act Funds [Abstract] | ||||||||||
Payments through the PHSSEF and various state and local programs | 705,000,000 | |||||||||
Public Health and Social Services Emergency Fund (the "PHSSEF") | CARES Act | Paycheck Protection Program and Health Care Enhancement Act | Operating Costs and Expenses | ||||||||||
CARES Act and PPPHCE Act Funds [Abstract] | ||||||||||
Payments through the PHSSEF and various state and local programs | 601,000,000 | |||||||||
Certain Hospitals | ||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Impairment of long-lived assets held for sale | 138,000,000 | |||||||||
Goodwill allocated to hospital disposal group held for sale | 235,000,000 | |||||||||
Hospitals Closed | ||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Gain (loss) on disposition of business | $ (3,000,000) | |||||||||
Shared Service Center | ||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Gain (loss) on disposition of business | (1,000,000) | |||||||||
Hospitals Sold or Deemed Held for Sale | ||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Gain (loss) on disposition of business | $ 89,000,000 | (59,000,000) | ||||||||
Number of hospitals sold | Item | 2 | 1 | 3 | |||||||
Hospitals Sold or Deemed Held for Sale | Certain Hospitals | ||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Impairment of long-lived assets held for sale | 92,000,000 | |||||||||
Adjustment for Carrying Value of Other Long-Lived Assets at Underperforming Hospitals | ||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Impairment of long-lived assets held for sale | 74,000,000 | |||||||||
Adjustment for Carrying Value of Other Long-Lived Assets at Underperforming Hospitals | Certain Hospitals | ||||||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||||||
Impairment of long-lived assets held for sale | 46,000,000 | |||||||||
Medicare | ||||||||||
Concentration of Credit Risk, Policy [Abstract] | ||||||||||
Accounts receivable, net of contractual allowances | $ 232,000,000 | $ 268,000,000 | ||||||||
Accounts receivable net of contractual allowances, percent | 6.00% | 5.00% | ||||||||
Centers for Medicare & Medicaid Services | CARES Act | ||||||||||
Medicare Accelerated Payments [Abstract] | ||||||||||
Medicare accelerated repayment under cares act | $ 77,000,000 | |||||||||
Medicare accelerated payment recouped description | Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued, and will be assessed for each full 30-day period that the balance remains unpaid. | |||||||||
Medicare accelerated percentage of repayment will occur through an automatic recoupment | 25.00% | |||||||||
Medicare accelerated percentage of recoupment will increase | 50.00% | |||||||||
Medicare accelerated payments interest rate from the date letter was issued | 4.00% | |||||||||
ASU 2016-02 | ||||||||||
New Accounting Pronouncements, Policy [Abstract] | ||||||||||
Operating lease right-of-use asset | $ 673,000,000 | |||||||||
Operating lease liability | $ 673,000,000 | |||||||||
Physician Recruitment Contracts | ||||||||||
Other Assets, Policy [Abstract] | ||||||||||
Term of Physician Recruitment Contract | 3 years | |||||||||
Physician Income Guarantees, Policy [Abstract] | ||||||||||
Physicians recruitment agreement period | 1 year | |||||||||
Term of Physician Recruitment Contract | 3 years | |||||||||
Finite-lived intangible assets, net | $ 16,000,000 | $ 20,000,000 | ||||||||
Capitalized Internal Use Software, Significant System Conversions | ||||||||||
Other Assets, Policy [Abstract] | ||||||||||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 3 years | |||||||||
Capitalized Internal Use Software Except Significant System Conversions | ||||||||||
Other Assets, Policy [Abstract] | ||||||||||
Finite-Lived Intangible Assets, Weighted-Average Useful Life | 3 years | |||||||||
Maximum | ||||||||||
Physician Income Guarantees, Policy [Abstract] | ||||||||||
Finite-lived intangible assets, net | $ 1,000,000 | $ 1,000,000 | ||||||||
Land Improvements | Minimum | ||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||
Land Improvements | Maximum | ||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Property, Plant and Equipment, Useful Life | 20 years | |||||||||
Building and Building Improvements | Minimum | ||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||
Building and Building Improvements | Maximum | ||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Property, Plant and Equipment, Useful Life | 40 years | |||||||||
Equipment and Fixtures | Minimum | ||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||
Equipment and Fixtures | Maximum | ||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Property, Plant and Equipment, Useful Life | 18 years | |||||||||
Certain Facility | ||||||||||
Property and Equipment, Policy [Abstract] | ||||||||||
Non-cash investing activity through capital leases | $ 22,000,000 | |||||||||
Geographic Concentration Risk | Indiana | Sales Revenue, Net | ||||||||||
Business Description [Abstract] | ||||||||||
Concentration Risk, Percentage | 15.00% | 13.70% | 12.50% | |||||||
Geographic Concentration Risk | Florida | Sales Revenue, Net | ||||||||||
Business Description [Abstract] | ||||||||||
Concentration Risk, Percentage | 13.00% | 14.30% | 14.30% | |||||||
Geographic Concentration Risk | Texas | Sales Revenue, Net | ||||||||||
Business Description [Abstract] | ||||||||||
Concentration Risk, Percentage | 12.20% | 12.20% | 11.70% |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Net Operating Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Net operating revenues | $ 11,789 | $ 13,210 | $ 14,155 |
Medicare | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Net operating revenues | 2,813 | 3,331 | 3,730 |
Medicaid | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Net operating revenues | 1,578 | 1,736 | 1,876 |
Managed Care and Other Third Party Payors | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Net operating revenues | 7,400 | 8,014 | 8,349 |
Self-Pay | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Net operating revenues | $ (2) | $ 129 | $ 200 |
Accounting for Stock-Based Co_3
Accounting for Stock-Based Compensation - Additional Information (Details) | Mar. 01, 2020USD ($)Directorshares | Mar. 01, 2019USD ($)shares | Mar. 01, 2018USD ($)shares | Dec. 31, 2020USD ($)Item$ / sharesshares | Dec. 31, 2019USD ($)Item$ / sharesshares | Dec. 31, 2018USD ($)Itemshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards | $ 16,000,000 | |||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 22 months | |||||
Employee service share-based compensation, nonvested awards, modifications to awards | Item | 0 | 0 | 0 | |||
Aggregate intrinsic value of options exercised | $ 0 | $ 0 | ||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of options exercised | $ 1,000,000 | |||||
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 | 23 months | |||||
Employee service share-based compensation, unrecognized compensation costs on nonvested stock options | $ 3,000,000 | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period | shares | 946,500 | 658,500 | 0 | |||
Weighted-average grant date fair value of stock options | $ / shares | $ 3.17 | $ 3.05 | ||||
Share Price | $ / shares | $ 7.43 | |||||
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 | 22 months | |||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards other than options | $ 13,000,000 | |||||
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 | 310,347 | 306,612 | 296,944 | |||
Number of directors elected to defer the receipt of RSUs granted | Director | 5 | |||||
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 | 2,205,500 | 1,989,000 | 1,987,000 | |||
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 | 10,451,760 | |||||
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 | 37,118 | |||
Fair value of units granted | $ 170,000 | $ 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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Effect on income (loss) before income taxes | $ (13) | $ (10) | $ (13) |
Effect on net income (loss) | $ (10) | $ (8) | $ (10) |
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 73.50% | 68.40% |
Expected term | 6 years | 5 years 7 months 6 days |
Risk-free interest rate | 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 - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Shares | 1,110,134 | 624,938 | 1,115,667 |
Granted, Shares | 946,500 | 658,500 | 0 |
Exercised, Shares | 18,166 | ||
Forfeited and cancelled, Shares | (220,943) | (173,304) | (490,729) |
Ending Balance, Shares | 1,817,525 | 1,110,134 | 624,938 |
Exercised, Shares | (18,166) | ||
Exercisable, Shares | 455,021 | ||
Beginning of Period, Weighted Average Exercise Price | $ 16.90 | $ 31.21 | $ 31.56 |
Granted, Weighted Average Exercise Price | 4.93 | 4.95 | |
Exercised, Weighted Average Exercise Price | 4.99 | ||
Forfeited and Cancelled, Weighted Average Exercise Price | 33.52 | 23.04 | 32.01 |
End of Period, Weighted Average Exercise Price | 8.77 | $ 16.90 | $ 31.21 |
Exercisable, Weighted Average Exercise Price | $ 20.24 | ||
Weighted Average Remaining Contractual Term | 7 years 7 months 6 days | ||
Exercisable, Weighted Average Remaining Contractual Term | 3 years 8 months 12 days | ||
Outstanding, Aggregate Intrinsic Value as of December 31, 2020 | $ 4 |
Accounting for Stock-Based Co_7
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock, Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Unvested Shares | 3,857,402 | 3,308,907 | 2,643,919 |
Granted, Shares | 2,205,500 | 1,989,000 | 1,987,000 |
Vested, Shares | (1,123,329) | (1,160,667) | (1,154,670) |
Forfeited, Shares | (383,838) | (279,838) | (167,342) |
Ending Balance, Unvested Shares | 4,555,735 | 3,857,402 | 3,308,907 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 5.47 | $ 7 | $ 16.17 |
Granted, Weighted Average Grant Date Fair Value | 4.90 | 4.94 | 4.54 |
Vested, Weighted Average Grant Date Fair Value | 5.84 | 8.89 | 23.22 |
Forfeited, Weighted Average Grant Date Fair Value | 8.58 | 5.60 | 10.29 |
End of Period, Weighted Average Grant Date Fair Value | $ 4.84 | $ 5.47 | $ 7 |
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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance, Unvested Shares | 541,576 | 397,906 | 172,078 |
Granted, Shares | 310,347 | 306,612 | 296,944 |
Vested, Shares | (238,184) | (162,942) | (71,116) |
Ending Balance, Unvested Shares | 613,739 | 541,576 | 397,906 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 5.13 | $ 6.17 | $ 12.78 |
Granted, Weighted Average Grant Date Fair Value | 4.93 | 4.99 | 4.58 |
Vested, Weighted Average Grant Date Fair Value | 5.47 | 7.42 | 15.51 |
End of Period, Weighted Average Grant Date Fair Value | $ 4.89 | $ 5.13 | $ 6.17 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions - Additional Information (Details) | Jun. 01, 2019USD ($)Item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 08, 2020Item | Oct. 30, 2020Item | Sep. 30, 2020Item | Sep. 08, 2020Item |
Acquisitions and Divestitures [Line Items] | ||||||||
Goodwill | $ 4,219,000,000 | $ 4,328,000,000 | $ 4,559,000,000 | |||||
Lea Regional Medical Center | Hobbs, New Mexico | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Number of licensed beds | Item | 68 | |||||||
Clarksdale Mississippi To Affiliates Of Delta Health System | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Number of licensed beds | Item | 181 | |||||||
Tennova Healthcare, Tullahoma | Tullahoma, Tennessee | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Number of licensed beds | Item | 135 | |||||||
Midwest City Oklahoma To Affiliates Of S S M Health Care Of Oklahoma Inc | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Number of licensed beds | Item | 255 | |||||||
Tennova Healthcare – Shelbyville | Shelbyville, Tennessee | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Number of licensed beds | Item | 60 | |||||||
Northwest Mississippi Medical Center [Member] | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Business acquisition number of licensed beds | Item | 181 | |||||||
Business acquisition cash paid for operating assets | $ 2,000,000 | |||||||
Business acquisition liabilities assumed | 9,000,000 | |||||||
Business acquisition, cost of acquired entity, purchase price | $ 11,000,000 | |||||||
Goodwill | 0 | |||||||
Physician Practices Clinics and Other Ancillary Businesses | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Business acquisition, cost of acquired entity, purchase price | 1,000,000 | 8,000,000 | 26,000,000 | |||||
Purchase price allocation, property and equipment | 4,000,000 | 10,000,000 | ||||||
Business acquisition, purchase price allocation, intangible assets, other than goodwill | 4,000,000 | 22,000,000 | ||||||
Business Combination, Assumed Noncontrolling Interest, Fair Value | 6,000,000 | |||||||
Maximum | ||||||||
Acquisitions and Divestitures [Line Items] | ||||||||
Acquisition and integration expenses related to prospective and closed acquisitions | $ 1,000,000 | $ 2,000,000 | $ 3,000,000 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Divestitures (Details) - Item | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Berwick Hospital Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 90 | ||
Effective Date | Dec. 1, 2020 | ||
Brownwood Regional Medical Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 188 | ||
Effective Date | Oct. 27, 2020 | ||
Abilene Regional Medical Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 231 | ||
Effective Date | Oct. 27, 2020 | ||
San Angelo Community Medical Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 171 | ||
Effective Date | Oct. 24, 2020 | ||
Bayfront Health St. Petersburg | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 480 | ||
Effective Date | Oct. 1, 2020 | ||
Hill Regional Hospital | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 25 | ||
Effective Date | Aug. 1, 2020 | ||
St. Cloud Regional Medical Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 84 | ||
Effective Date | Jul. 1, 2020 | ||
Northern Louisiana Medical Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 130 | ||
Effective Date | Jul. 1, 2020 | ||
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 | ||
Sparks Regional Medical Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 492 | ||
Effective Date | Nov. 1, 2018 | ||
Sparks Medical Center - Van Buren | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 103 | ||
Effective Date | Nov. 1, 2018 | ||
AllianceHealth Deaconess | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 238 | ||
Effective Date | Oct. 1, 2018 | ||
Munroe Regional Medical Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 425 | ||
Effective Date | Aug. 1, 2018 | ||
Tennova Healthcare - Dyersburg Regional | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 225 | ||
Effective Date | Jun. 1, 2018 | ||
Tennova Healthcare - Regional Jackson | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 150 | ||
Effective Date | Jun. 1, 2018 | ||
Tennova Healthcare - Volunteer Martin | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 100 | ||
Effective Date | Jun. 1, 2018 | ||
Williamson Memorial Hospital | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 76 | ||
Effective Date | Jun. 1, 2018 | ||
Byrd Regional Hospital | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 60 | ||
Effective Date | Jun. 1, 2018 | ||
Tennova Healthcare - Jamestown | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 85 | ||
Effective Date | Jun. 1, 2018 | ||
Bayfront Health Dade City | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of licensed beds | 120 | ||
Effective Date | Apr. 1, 2018 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Schedule of Balance Sheet Items Classified as Held for Sale (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Acquisitions And Divestitures [Abstract] | ||
Other current assets | $ 12 | $ 25 |
Other assets, net | 11 | 262 |
Accrued liabilities | $ 16 | $ 43 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Divestitures - Additional Information (Details) $ in Millions | Nov. 30, 2020Item | Dec. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2020USD ($)Item | Dec. 31, 2019USD ($)Item | Dec. 31, 2018USD ($)Item | Sep. 30, 2020Item |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Impairment and (gain) loss on sale of businesses, net | $ 48 | $ 138 | $ 668 | ||||
Hospitals Included in Continuing Operations [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Impairment and (gain) loss on sale of businesses, net | 41 | 102 | $ 415 | ||||
Biloxi Mississippi To Memorial Properties Inc | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of licensed beds | Item | 153 | ||||||
Agreement date | Oct. 12, 2020 | ||||||
Biloxi Mississippi To Memorial Properties Inc | Merit Health Biloxi | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Ownership Interest percentage by parent | 50.00% | ||||||
Shands Lake Shore Regional Medical Center | |||||||
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 | $ 3 | ||||||
Shands Lake Shore Regional Medical Center | Lake City Florida | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of licensed beds | Item | 99 | ||||||
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 | |||||
Twin Rivers Regional Medical Center | |||||||
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 | $ 4 | ||||||
Divested Through Twenty Nineteen And Twenty Eighteen | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of hospitals sold | Item | 36 | 36 | 36 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Schedule of Net Operating Revenues and Loss and Assets and Liabilities Classified as Discontinued Operations) (Details) - Hospitals Included in Continuing Operations [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups | |||
Loss before income taxes | $ (144) | $ (103) | $ (465) |
Less: Loss attributable to noncontrolling interests | (6) | (8) | (5) |
Loss from operations before income taxes attributable to Community Health Systems, Inc. stockholders | $ (138) | $ (95) | $ (460) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 7,033 | $ 7,142 | $ 7,373 |
Accumulated impairment losses | (2,814) | (2,814) | (2,814) |
Goodwill, total | 4,219 | 4,328 | $ 4,559 |
Goodwill acquired as part of acquisitions during current year | 1 | 4 | |
Goodwill allocated to hospitals held for sale | $ (110) | $ (235) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 4,219,000,000 | $ 4,328,000,000 | $ 4,559,000,000 |
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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 | |
Net, intangible asset not subject to amortization | 53,000,000 | 63,000,000 | |
Gross carrying amount of capitalized software | 1,100,000,000 | 1,100,000,000 | |
Capitalized computer software, net | 251,000,000 | 321,000,000 | |
Capitalized computer software, development stage costs | 11,000,000 | ||
Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1,000,000 | 1,000,000 | $ 3,000,000 |
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] | |||
Amortization expense | $ 123,000,000 | 121,000,000 | $ 140,000,000 |
Amortization expense for 2021 | 123,000,000 | ||
Acquired finite-lived intangible asset, residual value | 0 | ||
Amortization expense for 2022 | 75,000,000 | ||
Amortization expense for 2023 | 34,000,000 | ||
Amortization expense for 2024 | 9,000,000 | ||
Amortization expense for 2025 | 7,000,000 | ||
Amortization expense thereafter | 3,000,000 | ||
Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived intangible assets, net | 1,000,000 | $ 1,000,000 | |
Maximum | Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expense for 2021 | $ 1,000,000 |
Income Taxes - Schedule of (Ben
Income Taxes - Schedule of (Benefit from) Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (1) | $ (38) | $ 1 |
State | 3 | (5) | (9) |
Total, Current | 2 | (43) | (8) |
Deferred: | |||
Federal | (162) | 179 | 50 |
State | (25) | 24 | (53) |
Total, Deferred | (187) | 203 | (3) |
Total (benefit from) provision for income taxes for income (loss) | $ (185) | $ 160 | $ (11) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation between the Statutory Federal Income Tax Rate and the Effective Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Differences between the statutory federal income tax rate and the effective tax rate | |||
Provision for (benefit from) income taxes at statutory federal rate, Amount | $ 89 | $ (90) | $ (150) |
State income taxes, net of federal income tax benefit, Amount | (15) | (104) | (114) |
Net income attributable to noncontrolling interests, Amount | (20) | (18) | (18) |
Change in valuation allowance, Amount | (267) | 340 | 212 |
Change in uncertain tax position, Amount | 9 | ||
Federal and state tax credits, Amount | (17) | ||
Nondeductible goodwill, Amount | 41 | 11 | 30 |
Nondeductible settlements, Amount | 22 | ||
Nondeductible loss on divestiture, Amount | (15) | 15 | |
Other, Amount | 2 | 6 | 15 |
Total (benefit from) provision for income taxes for income (loss) | $ (185) | $ 160 | $ (11) |
Provision for (benefit from) income taxes at statutory federal rate, Percentage | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal income tax benefit, Percentage | (3.60%) | 24.30% | 16.00% |
Net income attributable to noncontrolling interests, Percentage | (4.70%) | 4.20% | 2.50% |
Change in valuation allowance, Percentage | (63.20%) | (79.20%) | (29.70%) |
Change in uncertain tax position, Percentage | (1.30%) | ||
Federal and state tax credits, Percentage | 2.40% | ||
Nondeductible goodwill, Percentage | 9.80% | (2.60%) | (4.20%) |
Nondeductible settlements, Percentage | (3.10%) | ||
Nondeductible loss on divestiture, Percentage | (3.40%) | (3.50%) | |
Other, Percentage | 0.30% | (1.40%) | (2.10%) |
(Benefit from) provision for income taxes and effective tax rate for income (loss), Percentage | (43.80%) | (37.20%) | 1.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Effective income tax rate | (43.80%) | (37.20%) | 1.50% |
Operating loss carryforwards, valuation allowance | $ 781,000,000 | ||
Income tax refunds (payments), net | $ (2,000,000) | $ 3,000,000 | $ 19,000,000 |
Minimum | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | Jan. 1, 2021 | ||
Maximum | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | Dec. 31, 2040 | ||
Unrecognized benefit that would affect the effective tax rate | $ 1,000,000 | ||
Amount of interest and penalties included in liabilities for uncertain tax positions | 1,000,000 | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss and credit carryforwards | 881,000,000 | ||
Operating loss carryforwards expected to be utilized | 217,000,000 | ||
Valuation allowance increase (decrease) | $ (265,000,000) | 221,000,000 | |
Federal | Tax Year 2014 | |||
Income Taxes [Line Items] | |||
Open tax year | 2014 | ||
Federal | Tax Year 2015 | |||
Income Taxes [Line Items] | |||
Open tax year | 2015 | ||
Federal | Tax Year 2018 | |||
Income Taxes [Line Items] | |||
Open tax year | 2018 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Net operating loss and credit carryforwards | $ 9,000,000,000 | ||
Operating loss carryforwards expected to be utilized | 656,000,000 | ||
Valuation allowance increase (decrease) | $ (2,000,000) | $ 127,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Net operating loss and credit carryforwards | $ 873 | $ 775 |
Self-insurance liabilities | 58 | 48 |
Long-term debt and interest | 154 | 312 |
Accounts receivable | 52 | 62 |
IRC Section 163(j) interest limitation | 108 | 296 |
Accrued vacation | 22 | 24 |
Accrued bonus | 32 | 31 |
Other comprehensive income | 6 | 5 |
Right-of-use liability | 155 | 149 |
Stock-based compensation | 4 | 5 |
Deferred compensation | 69 | 70 |
Other | 57 | 51 |
Total | 1,590 | 1,828 |
Valuation allowance | (781) | (1,049) |
Total Deferred Income Tax Assets, Net | 809 | 779 |
Liabilities | ||
Property and equipment | 300 | 335 |
Prepaid expenses | 29 | 30 |
Intangibles | 127 | 149 |
Investments in unconsolidated affiliates | 57 | 57 |
Other liabilities | 9 | 9 |
IRC Section 481(a) - mixed service cost | 106 | 216 |
Right-of-use assets | 150 | 145 |
Total Deferred Income Tax Liabilities, Gross | $ 778 | $ 941 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of the Total Amount of Unrecognized Tax Benefit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit, beginning of year | $ 26 | $ 29 | $ 18 |
Gross increases — tax positions in current period | 19 | 10 | 11 |
Settlements | (13) | ||
Unrecognized tax benefit, end of year | $ 45 | $ 26 | $ 29 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt and lease obligations | $ 12,216 | $ 13,405 |
Less: Unamortized deferred debt issuance costs and note premium | (250) | (147) |
Less: Current maturities | (123) | (20) |
Total long-term debt | 12,093 | 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 | 95 | 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 Secured Notes | 5⅝% Senior Secured Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,900 | |
Senior Secured Notes | 6% Senior Secured Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 900 | |
Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 126 | 231 |
Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 767 | 1,700 |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,769 | 1,770 |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,348 | 1,355 |
Finance Lease and Financing Obligations | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 239 | 272 |
Other | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | $ 26 | $ 17 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Debt (Parenthetical) (Details) | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 19, 2019 | Jun. 23, 2019 | Mar. 06, 2019 | Jun. 22, 2018 | Jan. 27, 2014 | |
Senior Secured Notes at 8% Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||
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% | 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% | |||||
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% | 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% | 8.00% | ||||
Debt instrument, maturity year | 2027 | 2027 | |||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.625% | 5.625% | |||||
Debt instrument, maturity year | 2027 | 2027 | |||||
Senior Secured Notes | 6% Senior Secured Notes due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | |||||
Debt instrument, maturity year | 2029 | 2029 | |||||
Senior Notes | Senior Notes at 6.875%, Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 6.875% | 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% | 9.875% | 11.00% | |||
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 - 5.125% Senior
Long-Term Debt - 5.125% Senior Secured Notes, Due 2021 - Additional Information (Details) - Senior Secured Notes at 5.125%, Due 2021 - Senior Secured Notes - USD ($) | Jan. 27, 2014 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument, offering date | Jan. 27, 2014 | ||
Debt instrument aggregate principal amount | $ 1,000,000,000 | ||
Debt instrument stated interest rate | 5.125% | 5.125% | 5.125% |
Debt instrument redemption price percentage | 100.00% | ||
Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Minimum period notice for redemption of debt | 30 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Debt instrument redemption price percentage | 100.00% |
Long-Term Debt - 6.875% Senior
Long-Term Debt - 6.875% Senior Notes, Due 2022 - Additional Information (Details) - USD ($) | Nov. 19, 2019 | Jun. 22, 2018 | Jan. 27, 2014 | Dec. 31, 2020 | Dec. 07, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 12,216,000,000 | |||||
Senior Notes at 6.875%, Due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 2,400,000,000 | $ 34,000,000 | ||||
Junior-Priority Secured Notes at 8.125% Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 276,000,000 | |||||
Senior Secured Notes at 8% Due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 700,000,000 | |||||
Debt instrument stated interest rate | 8.00% | |||||
Senior Notes | Senior Notes at 6.875%, Due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Jan. 27, 2014 | |||||
Debt instrument aggregate principal amount | $ 3,000,000,000 | |||||
Debt instrument stated interest rate | 6.875% | 6.875% | 6.875% | |||
Debt instrument redemption price percentage | 100.00% | |||||
Extinguishment of debt amount | $ 368,000,000 | |||||
Long-term debt outstanding | $ 231,000,000 | |||||
Extinguishment of debt amount via tender offer | $ 72,000,000 | |||||
Tender offer commencement date | Oct. 30, 2020 | |||||
Tender offer expiration date | Nov. 30, 2020 | |||||
Debt instrument redemption notice date | Jan. 29, 2021 | |||||
Debt instrument redemption date | Feb. 28, 2021 | |||||
Senior Notes | Senior Notes at 6.875%, Due 2022 | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Minimum period notice for redemption of debt | 30 days | |||||
Maximum period notice for redemption of debt | 60 days | |||||
Debt instrument redemption price percentage | 100.00% | |||||
Senior Notes | Senior Notes at 6.875%, Due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 1,700,000,000 | $ 700,000,000 | ||||
Debt instrument stated interest rate | 6.875% | |||||
Minimum period notice for redemption of debt | 15 days | |||||
Maximum period notice for redemption of debt | 60 days | |||||
Extinguishment of debt amount | $ 226,000,000 | |||||
Extinguishment of debt amount via tender offer | $ 7,000,000 | |||||
Tender offer commencement date | Oct. 30, 2020 | |||||
Tender offer expiration date | Nov. 30, 2020 | |||||
Senior Notes | Senior Notes at 6.875%, Due 2028 | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption price percentage | 106.875% |
Long-Term Debt - 6.25% Senior S
Long-Term Debt - 6.25% Senior Secured Notes, Due 2023 - Additional Information (Details) - USD ($) | Dec. 28, 2020 | Feb. 06, 2020 | May 12, 2017 | Mar. 16, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Issuance of long-term debt | $ 4,262,000,000 | $ 3,042,000,000 | $ 1,033,000,000 | ||||
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, offering date | Mar. 16, 2017 | ||||||
Debt instrument aggregate principal amount | $ 3,100,000,000 | $ 2,200,000,000 | |||||
Extinguishment of debt amount | $ 2,579,000,000 | $ 426,000,000 | |||||
Issuance of long-term debt | 900,000,000 | ||||||
Debt instrument stated interest rate | 6.25% | ||||||
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | Debt Instrument, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Minimum period notice for redemption of debt | 30 days | ||||||
Maximum period notice for redemption of debt | 60 days | ||||||
Debt instrument redemption price percentage | 100.00% | ||||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 6¼% Senior Secured Notes due 2023. | ||||||
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 106.25% | ||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||||
Senior Secured Notes | Senior Secured Notes at 5.125% Due 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | $ 700,000,000 | ||||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, offering date | Dec. 28, 2020 | ||||||
Debt instrument aggregate principal amount | $ 1,900,000,000 | ||||||
Debt instrument stated interest rate | 5.625% | 5.625% | |||||
Minimum period notice for redemption of debt | 15 days | ||||||
Maximum period notice for redemption of debt | 60 days | ||||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 5⅝% Senior Secured Notes due 2027. | ||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | Debt Instrument, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 100.00% | 102.813% | |||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 105.625% | 101.406% | |||||
Secured Debt | Credit Facility, Term Loan F | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | $ 1,445,000,000 | ||||||
Secured Debt | Credit Facility, Term Loan A | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | $ 713,000,000 | ||||||
Senior Notes | 6% Senior Secured Notes due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument aggregate principal amount | $ 900,000,000 | ||||||
Debt instrument stated interest rate | 6.00% | ||||||
Minimum period notice for redemption of debt | 15 days | ||||||
Maximum period notice for redemption of debt | 60 days | ||||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 6% Senior Secured Notes due 2029. | ||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||||
Senior Notes | 6% Senior Secured Notes due 2029 | Debt Instrument, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 100.00% | ||||||
Senior Notes | 6% Senior Secured Notes due 2029 | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 106.00% |
Long-Term Debt - Schedule of Ea
Long-Term Debt - Schedule of Early Redemption Prices on 6.25% Senior Secured Notes due 2023 (Details) - Senior Secured Notes at 6.25%, Due 2023 - Senior Secured Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.125% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2020 |
Debt Instrument, Redemption Period, End Date | Mar. 31, 2021 |
Debt Instrument, Redemption, Period Four | |
Debt Instrument [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.563% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2021 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2022 |
Debt Instrument, Redemption, Period Five | |
Debt Instrument [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2022 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2023 |
Long-Term Debt - 9.875% Junior-
Long-Term Debt - 9.875% Junior-Priority Secured Notes, Due 2023 - Additional Information (Details) - Junior-Priority Secured Notes - USD ($) $ in Millions | Feb. 02, 2021 | Jun. 29, 2020 | Jun. 22, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 23, 2019 |
Junior-Priority Secured Notes at 9.875% Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Jun. 22, 2018 | |||||
Debt instrument aggregate principal amount | $ 1,770 | |||||
Debt instrument stated interest rate | 11.00% | 9.875% | 9.875% | 9.875% | ||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 9⅞% Junior-Priority Secured Notes due 2023. | |||||
Extinguishment of debt amount | $ 2 | |||||
Tender offer commencement date | Oct. 30, 2020 | |||||
Tender offer expiration date | Nov. 30, 2020 | |||||
Junior-Priority Secured Notes at 9.875% Due 2023 | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption price percentage | 109.875% | 100.00% | ||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||||
Junior-Priority Secured Notes at 9.875% Due 2023 | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Minimum period notice for redemption of debt | 15 days | |||||
Maximum period notice for redemption of debt | 60 days | |||||
Junior-Priority Secured Notes at 6.875% Due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 1,775 | |||||
Junior-Priority Secured Notes at 6.875% Due 2029 | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Apr. 15, 2024 | |||||
Debt instrument stated interest rate | 6.875% | |||||
Minimum period notice for redemption of debt | 15 days | |||||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt - Schedule of _3
Long-Term Debt - Schedule of Early Redemption Prices on Junior-Priority Secured Notes due 2023 (Details) - Junior-Priority Secured Notes at 9.875% Due 2023 - Junior-Priority Secured Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument, Redemption, Period Three | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 107.406% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2020 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2021 |
Debt Instrument, Redemption, Period Four | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.703% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2021 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2022 |
Debt Instrument, Redemption, Period Five | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2022 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2023 |
Long-Term Debt - 8.125% Junior-
Long-Term Debt - 8.125% Junior-Priority Secured Notes Due 2024 - Additional Information (Details) - USD ($) | Nov. 19, 2019 | Jun. 22, 2018 | Jan. 27, 2014 | Dec. 31, 2020 | Dec. 31, 2019 |
Junior-Priority Secured Notes at 8.125% Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument aggregate principal amount | $ 276,000,000 | ||||
Senior Notes at 6.875%, Due 2022 | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of debt amount | $ 2,400,000,000 | $ 34,000,000 | |||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, offering date | Jun. 22, 2018 | ||||
Extinguishment of debt amount | $ 1,000,000 | ||||
Debt instrument stated interest rate | 8.125% | ||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 8⅛% Junior-Priority Secured Notes due 2024. | ||||
Minimum period notice for redemption of debt | 15 days | ||||
Maximum period notice for redemption of debt | 60 days | ||||
Extinguishment of debt amount via tender offer | $ 6,000,000 | ||||
Tender offer commencement date | Oct. 30, 2020 | ||||
Tender offer expiration date | Nov. 30, 2020 | ||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redemption price percentage | 108.125% | ||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||
Junior Priority Secured Notes Two | Junior-Priority Secured Notes at 8.125% Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument aggregate principal amount | $ 1,355,000,000 | ||||
Debt instrument redemption price percentage | 100.00% | ||||
Junior Priority Secured Notes One | Junior-Priority Secured Notes at 8.125% Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument aggregate principal amount | 1,079,000,000 | ||||
Senior Notes | Senior Notes at 6.875%, Due 2022 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, offering date | Jan. 27, 2014 | ||||
Debt instrument aggregate principal amount | $ 3,000,000,000 | ||||
Extinguishment of debt amount | $ 368,000,000 | ||||
Debt instrument stated interest rate | 6.875% | 6.875% | 6.875% | ||
Debt instrument redemption price percentage | 100.00% | ||||
Extinguishment of debt amount via tender offer | $ 72,000,000 | ||||
Tender offer commencement date | Oct. 30, 2020 | ||||
Tender offer expiration date | Nov. 30, 2020 | ||||
Senior Notes | Senior Notes at 6.875%, Due 2022 | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redemption price percentage | 100.00% | ||||
Minimum period notice for redemption of debt | 30 days | ||||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt - Schedule of _4
Long-Term Debt - Schedule of Early Redemption Prices on 8.125% Junior-Priority Secured Notes due 2024 (Details) - Junior-Priority Secured Notes at 8.125% Due 2024 - Junior-Priority Secured Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument, Redemption, Period Three | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 104.063% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2021 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2022 |
Debt Instrument, Redemption, Period Four | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 102.031% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2022 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2023 |
Debt Instrument, Redemption, Period Five | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2023 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2024 |
Long-Term Debt - 8.625% Senior
Long-Term Debt - 8.625% Senior Secured Notes Due 2024 - Additional Information (Details) - Senior Secured Notes - USD ($) | Feb. 09, 2021 | Jul. 06, 2018 | Dec. 31, 2020 |
Senior Secured Notes at 8.625%, Due 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, offering date | Jul. 6, 2018 | ||
Debt instrument aggregate principal amount | $ 1,033,000,000 | ||
Debt instrument stated interest rate | 8.625% | ||
Debt instrument, maturity date | Jan. 15, 2024 | ||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 8⅝% Senior Secured Notes due 2024. | ||
Debt instrument redemption price percentage | 108.625% | ||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Senior Secured Notes at 8.625%, Due 2024 | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Debt instrument redemption price percentage | 100.00% | ||
Senior Secured Notes at 4.75%, Due 2031 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt instrument, offering date | Feb. 9, 2021 | ||
Debt instrument aggregate principal amount | $ 1,095,000,000 | ||
Debt instrument stated interest rate | 4.75% | ||
Debt instrument, maturity date | Feb. 15, 2031 | ||
Debt instrument redemption description | The 4¾% Senior Secured Notes due 2031 bear interest at a rate of 4¾% per year payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2021 |
Long-Term Debt - Schedule of _5
Long-Term Debt - Schedule of Early Redemption Prices on 8.625% Senior Secured Notes due 2024 (Details) - Senior Secured Notes at 8.625%, Due 2024 - Senior Secured Notes | Jul. 06, 2018 | Dec. 31, 2020 |
Debt Instrument Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 108.625% | |
Debt Instrument, Redemption, Period Three | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 104.313% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2021 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2022 | |
Debt Instrument, Redemption, Period Four | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 102.156% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2022 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2023 | |
Debt Instrument, Redemption, Period Five | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2023 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2024 |
Long-Term Debt - 6.625% Senior
Long-Term Debt - 6.625% Senior Secured Notes, Due 2025 - Additional Information (Details) - USD ($) | Feb. 06, 2020 | Dec. 31, 2020 |
Senior Secured Notes at 6.625% Due 2025 | Senior Secured Notes | ||
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% | |
Debt instrument, maturity date | Feb. 15, 2025 | |
Debt instrument redemption price percentage | 100.00% | |
Senior Secured Notes at 6.25%, Due 2023 | ||
Debt Instrument [Line Items] | ||
Extinguishment of debt amount | $ 426,000,000 |
Long-Term Debt - Schedule of _6
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 | 12 Months Ended |
Dec. 31, 2020 | |
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 - 8% Senior Secu
Long-Term Debt - 8% Senior Secured Notes, Due 2026 - Additional Information (Details) - USD ($) | Nov. 19, 2019 | Mar. 06, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Senior Secured Notes at 8%, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 500,000,000 | |||
Credit Facility, Term Loan H | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt amount | $ 1,557,000,000 | |||
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Mar. 6, 2019 | |||
Debt instrument aggregate principal amount | 2,101,000,000 | $ 1,601,000,000 | ||
Debt instrument stated interest rate | 8.00% | 8.00% | 8.00% | |
Debt instrument redemption price percentage | 108.00% | |||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 8% Senior Secured Notes due 2026. | |||
Senior Secured Notes | Senior Notes at 7.125%, Due 2020 | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt amount | $ 121,000,000 |
Long-Term Debt - Schedule of _7
Long-Term Debt - Schedule of Early Redemption Prices on 8% Senior Secured Notes due 2026 (Details) - Senior Secured Notes at 8%, Due 2026 - Senior Secured Notes | Mar. 06, 2019 | Dec. 31, 2020 |
Debt Instrument Redemption Price Percentage | 108.00% | |
Debt Instrument, Redemption, Period One | ||
Debt Instrument Redemption Price Percentage | 104.00% | |
Debt Instrument, Redemption Period, Start Date | Mar. 15, 2022 | |
Debt Instrument, Redemption Period, End Date | Mar. 14, 2023 | |
Debt Instrument, Redemption, Period Two | ||
Debt Instrument Redemption Price Percentage | 102.00% | |
Debt Instrument, Redemption Period, Start Date | Mar. 15, 2023 | |
Debt Instrument, Redemption Period, End Date | Mar. 14, 2024 | |
Debt Instrument, Redemption, Period Three | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Mar. 15, 2024 | |
Debt Instrument, Redemption Period, End Date | Mar. 14, 2026 |
Long-Term Debt - 8% Senior Se_2
Long-Term Debt - 8% Senior Secured Notes, Due 2027 - Additional Information (Details) - Senior Secured Notes at 8% Due 2027 - USD ($) | Nov. 19, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument aggregate principal amount | $ 700,000,000 | ||
Debt instrument stated interest rate | 8.00% | ||
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument aggregate principal amount | $ 700,000,000 | ||
Debt instrument stated interest rate | 8.00% | 8.00% | 8.00% |
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 8% Senior Secured Notes due 2027. | ||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Senior Secured Notes | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Debt instrument redemption price percentage | 108.00% | 102.00% | |
Senior Secured Notes | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Debt instrument redemption price percentage | 100.00% | 104.00% |
Long-Term Debt - Schedule of _8
Long-Term Debt - Schedule of Early Redemption Prices on 8% Senior Secured Notes due 2027 (Details) - Senior Secured Notes at 8% Due 2027 - Senior Secured Notes | Nov. 19, 2019 | Dec. 31, 2020 |
Debt Instrument, Redemption, Period One | ||
Debt Instrument Redemption Price Percentage | 100.00% | 104.00% |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2022 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2023 | |
Debt Instrument, Redemption, Period Two | ||
Debt Instrument Redemption Price Percentage | 108.00% | 102.00% |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2023 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2024 | |
Debt Instrument, Redemption, Period Three | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2024 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2027 |
Long-Term Debt - 5.625% Senior
Long-Term Debt - 5.625% Senior Secured Notes, Due 2027 - Additional Information (Details) - Senior Secured Notes - USD ($) | Dec. 28, 2020 | Dec. 31, 2020 |
5⅝% Senior Secured Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Debt instrument, offering date | Dec. 28, 2020 | |
Debt instrument, maturity date | Mar. 15, 2027 | |
Debt instrument aggregate principal amount | $ 1,900,000,000 | |
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 5⅝% Senior Secured Notes due 2027. | |
Minimum period notice for redemption of debt | 15 days | |
Maximum period notice for redemption of debt | 60 days | |
5⅝% Senior Secured Notes due 2027 | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Debt instrument redemption price percentage | 105.625% | 101.406% |
5⅝% Senior Secured Notes due 2027 | Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Debt instrument redemption price percentage | 100.00% | 102.813% |
Senior Secured Notes at 6.25%, Due 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument aggregate principal amount | $ 2,579,000,000 |
Long-Term Debt - Schedule of _9
Long-Term Debt - Schedule of Early Redemption Prices on 5.625% Senior Secured Notes Due 2027 (Details) - 5⅝% Senior Secured Notes due 2027 - Senior Secured Notes | Dec. 28, 2020 | Dec. 31, 2020 |
Debt Instrument, Redemption, Period One | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | 102.813% |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2023 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2024 | |
Debt Instrument, Redemption, Period Two | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 105.625% | 101.406% |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2024 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2025 | |
Debt Instrument, Redemption, Period Three | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Dec. 15, 2025 | |
Debt Instrument, Redemption Period, End Date | Dec. 14, 2027 |
Long-Term Debt - 6.875% Senio_2
Long-Term Debt - 6.875% Senior Notes, Due 2028 - Additional Information (Details) - USD ($) shares in Millions | Dec. 07, 2020 | Nov. 19, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Gain (loss) on early extinguishment of debt | $ 317,000,000 | $ (54,000,000) | $ 31,000,000 | ||
Senior Notes | Senior Notes at 6.875%, Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument aggregate principal amount | $ 700,000,000 | $ 1,700,000,000 | |||
Debt instrument stated interest rate | 6.875% | ||||
Cash proceeds received in exchange offer | $ 0 | ||||
Debt instrument, maturity date | Apr. 1, 2028 | ||||
Minimum period notice for redemption of debt | 15 days | ||||
Maximum period notice for redemption of debt | 60 days | ||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 6⅞% Senior Notes due 2028. | ||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||
Aggregate consideration from debt instrument exchanged for cash | $ 400,000,000 | ||||
Debt instrument converted into shares of common stock | 10 | ||||
Gain (loss) on early extinguishment of debt | $ 205,000,000 | ||||
Extinguishment of debt amount | $ 226,000,000 | ||||
Extinguishment of debt amount via tender offer | $ 7,000,000 | ||||
Tender offer commencement date | Oct. 30, 2020 | ||||
Tender offer expiration date | Nov. 30, 2020 | ||||
Senior Notes | Senior Notes at 6.875%, Due 2028 | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redemption price percentage | 100.00% | ||||
Senior Notes | Senior Notes at 6.875%, Due 2028 | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redemption price percentage | 106.875% |
Long-Term Debt - Schedule of_10
Long-Term Debt - Schedule of Early Redemption Prices on 6.875% Senior Notes Due 2028 (Details) - Senior Notes at 6.875%, Due 2028 - Senior Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument, Redemption, Period Three | |
Debt Instrument Redemption Price Percentage | 103.438% |
Debt Instrument, Redemption Period, Start Date | Apr. 1, 2023 |
Debt Instrument, Redemption Period, End Date | Mar. 31, 2024 |
Debt Instrument, Redemption, Period Four | |
Debt Instrument Redemption Price Percentage | 101.719% |
Debt Instrument, Redemption Period, Start Date | Apr. 1, 2024 |
Debt Instrument, Redemption Period, End Date | Mar. 31, 2025 |
Debt Instrument, Redemption, Period Five | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Apr. 1, 2025 |
Debt Instrument, Redemption Period, End Date | Mar. 31, 2028 |
Long-Term Debt - 6% Senior Secu
Long-Term Debt - 6% Senior Secured Notes, Due 2029 - Additional Information - (Details) - Senior Notes - USD ($) | Dec. 28, 2020 | Dec. 31, 2020 |
6% Senior Secured Notes due 2029 | ||
Debt instrument aggregate principal amount | $ 900,000,000 | |
Debt instrument, maturity date | Jan. 15, 2029 | |
Debt instrument stated interest rate | 6.00% | |
Minimum period notice for redemption of debt | 15 days | |
Maximum period notice for redemption of debt | 60 days | |
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 6% Senior Secured Notes due 2029. | |
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |
6% Senior Secured Notes due 2029 | Debt Instrument, Redemption, Period One | ||
Debt instrument redemption price percentage | 100.00% | |
6% Senior Secured Notes due 2029 | Debt Instrument, Redemption, Period Two | ||
Debt instrument redemption price percentage | 106.00% | |
6% Senior Secured Notes due 2029 and 5.625% Senior Secured Notes due 2027 | ||
Debt instrument, repurchase amount | $ 2,579,000,000 |
Long-Term Debt - Schedule of_11
Long-Term Debt - Schedule of Early Redemption Prices on 6.0% Senior Notes Due 2029 (Details) - 6% Senior Secured Notes due 2029 - Senior Secured Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.00% |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2024 |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2025 |
Debt Instrument, Redemption, Period Two | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.50% |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2025 |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2026 |
Debt Instrument, Redemption, Period Three | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2026 |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2029 |
Long-Term Debt - ABL Facility -
Long-Term Debt - ABL Facility - Additional Information (Details) - USD ($) | Apr. 03, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 06, 2021 | Nov. 12, 2019 |
Debt Instrument [Line Items] | ||||||
Line of credit outstanding amount | $ 150,000,000 | |||||
Gain (loss) on early extinguishment of debt | 317,000,000 | $ (54,000,000) | $ 31,000,000 | |||
After-tax gain (loss) from extinguishment of debt | 352,000,000 | (42,000,000) | 23,000,000 | |||
Interest paid on borrowings | 1,039,000,000 | $ 1,011,000,000 | $ 936,000,000 | |||
ABL Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | |||||
Aggregate principal amount for springing maturity | 250,000,000 | |||||
ABL Credit Agreement | ABL Facility Customary Covenants | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 95,000,000 | |||||
Debt instrument variable interest rate | 10.00% | |||||
ABL Credit Agreement | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||
ABL Credit Agreement | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.625% | |||||
ABL Credit Agreement | Alternate Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of the maximum commitment of excess availability, one | 1.25% | |||||
Percentage of the maximum commitment of excess availability, two | 1.50% | |||||
Percentage of the maximum commitment of excess availability, three | 1.75% | |||||
ABL Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of the maximum commitment of excess availability, one | 2.25% | |||||
Percentage of the maximum commitment of excess availability, two | 2.50% | |||||
Percentage of the maximum commitment of excess availability, three | 2.75% | |||||
ABL Credit Agreement | ABL Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 679,000,000 | |||||
Line of credit outstanding amount | 0 | |||||
Letter of Credit | ABL Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit outstanding amount | $ 150,000,000 | $ 30,000,000 | ||||
Letter of Credit | ABL Credit Agreement | Credit Facility, Type of Debt, Amendment No. 2 | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 200,000,000 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Millions | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 123 |
2022 | 137 |
2023 | 1,776 |
2024 | 2,387 |
2025 | 1,469 |
Thereafter | 6,574 |
Total maturities | 12,466 |
Less: Deferred debt issuance costs | (230) |
Plus: Unamortized note premium | (20) |
Total long-term debt | $ 12,216 |
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 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Available-for-sale debt securities | $ 110 | $ 101 |
Carrying Amount | ||
Assets: | ||
Cash and cash equivalents | 1,676 | 216 |
Investments in equity securities | 129 | 141 |
Available-for-sale debt securities | 110 | 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 | 95 | 3,074 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,025 | 1,023 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,427 | |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,074 | 2,070 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 692 | 691 |
Carrying Amount | Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,809 | |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 6%, Due 2029 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 857 | |
Carrying Amount | Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 125 | 229 |
Carrying Amount | Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 758 | 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 | 1,336 | 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 | 1,676 | 216 |
Investments in equity securities | 129 | 141 |
Available-for-sale debt securities | 110 | 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 | 99 | 3,148 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,080 | 1,099 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,543 | |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,275 | 2,182 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 760 | 700 |
Estimated Fair Value | Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,048 | |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 6%, Due 2029 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 973 | |
Estimated Fair Value | Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 125 | 188 |
Estimated Fair Value | Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 618 | 1,700 |
Estimated Fair Value | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,861 | 1,539 |
Estimated Fair Value | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,408 | 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) | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 19, 2019 | Jun. 23, 2019 | Mar. 06, 2019 | Jun. 22, 2018 | Jan. 27, 2014 | |
Senior Secured Notes at 8% Due 2027 | |||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Debt instrument stated interest rate | 8.00% | ||||||
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% | 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% | |||||
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% | 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% | 8.00% | ||||
Debt instrument maturity year | 2027 | 2027 | |||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | |||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Debt instrument stated interest rate | 5.625% | 5.625% | |||||
Debt instrument maturity year | 2027 | 2027 | |||||
Senior Secured Notes | Senior Secured Notes at 6%, Due 2029 | |||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Debt instrument stated interest rate | 6.00% | ||||||
Debt instrument maturity year | 2029 | ||||||
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% | 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% | 9.875% | 11.00% | |||
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) | Aug. 30, 2020Agreement |
Interest Rate Swap | |
Derivative [Line Items] | |
Number of interest rate swaps terminated | 1 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of Pre-tax (Loss) Gain Recognized as a Component of Other Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flow Hedging | Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) | $ (3) | $ 17 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Schedule of Effective Portion of the Pre-tax Loss Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Pre-Tax Loss Reclassified from AOCL into Income (Effective Portion) | $ 2 | $ 2 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)Item | Dec. 31, 2019USD ($)Item | Dec. 31, 2018USD ($) | |
Fair Value Disclosures [Line Items] | |||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 | |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 | |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 | |
Fair value, liabilities, level 2 to level 1 transfers, amount | 0 | 0 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ 7,000,000 | $ 51,000,000 | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | Item | 11 | 71 | |
Other Investment Income | |||
Fair Value Disclosures [Line Items] | |||
Investment Income, Interest and Dividend | $ 6,000,000 | $ 7,000,000 | $ 7,000,000 |
Available-for-sale Securities | |||
Fair Value Disclosures [Line Items] | |||
Other than Temporary Impairment, Credit Losses Recognized in Earnings, Credit Losses on Debt Securities Held | $ 0 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | $ 110 | $ 101 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in equity securities | 129 | 141 |
Available-for-sale debt securities | 110 | 101 |
Trading securities | 12 | 12 |
Total assets | 251 | 254 |
Fair value of interest rate swap agreement | 2 | |
Total liabilities | 2 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in equity securities | 129 | 141 |
Total assets | 129 | 141 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 110 | 101 |
Trading securities | 12 | 12 |
Total assets | $ 122 | 113 |
Fair value of interest rate swap agreement | 2 | |
Total liabilities | $ 2 |
Fair Value - Supplemental Infor
Fair Value - Supplemental Information Regarding Available-for-Sale Debt Securities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 105 | $ 100 |
Gross Unrealized Gains | 5 | 2 |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 110 | 101 |
Government | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 48 | 54 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 50 | 54 |
Corporate | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 38 | 33 |
Gross Unrealized Gains | 2 | 1 |
Estimated Fair Value | 40 | 34 |
Mortgage and Asset-Backed Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 19 | 13 |
Gross Unrealized Gains | 1 | |
Estimated Fair Value | $ 20 | $ 13 |
Fair Value - Contractual Maturi
Fair Value - Contractual Maturities of Debt Securities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Within 1 year, Amortized Cost | $ 3 | $ 9 |
After 1 year and through year 5, Amortized Cost | 26 | 19 |
After 5 years and through year 10, Amortized Cost | 30 | 29 |
After 10 years, Amortized Cost | 46 | 43 |
Within 1 year, Fair Value | 3 | 9 |
After 1 year and through year 5, Fair Value | 27 | 20 |
After 5 years and through year 10, Fair Value | 32 | 29 |
After 10 years, Fair Value | $ 48 | $ 43 |
Fair Value - Gross Realized Gai
Fair Value - Gross Realized Gains and Losses and Investment Income on Available-for-Sale Debt Securities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Realized gains | $ 2 |
Realized losses | $ (1) |
Fair Value - Net Gains and Loss
Fair Value - Net Gains and Losses Recognized for Investments in Equity Securities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity Securities, FV-NI, Realized Gain (Loss) | $ 9 | $ 15 |
Available-for-sale Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity Securities, FV-NI, Realized Gain (Loss) | 14 | 2 |
Held-to-maturity Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity Securities, FV-NI, Unrealized Gain (Loss) | $ (5) | $ 13 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | Dec. 18, 2019USD ($)ft²Item | Sep. 19, 2019USD ($)ft²ItemState | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Capital Leased Assets [Line Items] | ||||
Reduction to variable rent expense recognized | $ 7 | |||
Proceeds from sale-lease back | 2 | $ 60 | ||
Operating lease right of use asset pending leases that have not yet commenced | $ 17 | |||
Carter Validus Mission Critical REIT II, Inc [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Number of medical office buildings divested | Item | 4 | |||
Proceeds from sale-lease back | $ 56 | |||
Area of real estate property | ft² | 285,337 | |||
Number of financing obligations remain outstanding | State | 3 | |||
Catalyst Healthcare Real Estate [Member] | Arkansas [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Number of medical office buildings divested | Item | 1 | |||
Proceeds from sale-lease back | $ 4 | |||
Area of real estate property | ft² | 30,000 |
Leases - Components of Lease Co
Leases - Components of Lease Cost and Rent Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 203 | $ 194 |
Short-term rent expense | 104 | 114 |
Variable lease cost | 26 | 18 |
Sublease income | (6) | (5) |
Total operating lease cost | 327 | 321 |
Finance lease cost: | ||
Amortization of right-of-use assets | 10 | 12 |
Interest on finance lease liabilities | 8 | 7 |
Total finance lease cost | $ 18 | $ 19 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases: | ||
Operating Lease ROU Assets | $ 642 | $ 607 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Finance Leases: | ||
Property and equipment | $ 9,352 | $ 9,653 |
Less accumulated depreciation and amortization | (4,030) | (4,045) |
Property and equipment, net | 5,322 | 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 | $ 74 | $ 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 | $ 150 | $ 173 |
Less accumulated depreciation and amortization | (46) | (56) |
Property and equipment, net | 104 | 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 | ||
Finance Leases: | ||
Property and equipment | 134 | 154 |
Finance Lease ROU Assets [Member] | Equipment and Fixtures | ||
Finance Leases: | ||
Property and equipment | $ 8 | $ 11 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 188 | $ 167 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases | 8 | 7 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases | 7 | 9 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 22 | 2 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 150 | $ 122 |
Weighted-average remaining lease term: Operating leases | 7 years | 6 years |
Weighted-average remaining lease term: Finance leases | 19 years | 20 years |
Weighted-average discount rate: Operating leases | 9.00% | 9.10% |
Weighted-average discount rate: Finance leases | 8.40% | 5.60% |
Leases - Commitments Relating t
Leases - Commitments Relating to Noncancellable Lease Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 193 | |
2022 | 161 | |
2023 | 127 | |
2024 | 93 | |
2025 | 77 | |
Thereafter | 253 | |
Total minimum future payments | 904 | |
Less: Imputed interest | (238) | |
Total liabilities | 666 | |
Less: Current portion | (142) | $ (136) |
Long-term liabilities | 524 | 487 |
Finance Leases | ||
2021 | 10 | |
2022 | 9 | |
2023 | 8 | |
2024 | 8 | |
2025 | 8 | |
Thereafter | 150 | |
Total minimum future payments | 193 | |
Less: Imputed interest | (114) | |
Total liabilities | 79 | |
Less: Current portion | (5) | (6) |
Long-term liabilities | 74 | $ 107 |
Financing Obligations | ||
2021 | 12 | |
2022 | 12 | |
2023 | 13 | |
2024 | 13 | |
2025 | 13 | |
Thereafter | 103 | |
Total minimum future payments | 166 | |
Less: Imputed interest | (6) | |
Total liabilities | 160 | |
Less: Current portion | (2) | |
Long-term liabilities | $ 158 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost Recognized | $ 74 | $ 85 | $ 90 |
Liability for deferred compensation plans | 176 | 175 | |
Defined benefit plan, noncash settlement loss | 0 | 0 | 2 |
Equity securities held in rabbi trust | 84 | ||
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | 1 | 1 | 1 |
Accrued benefits liabilities | $ 5 | 12 | |
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, discount rate | 3.20% | ||
Expected long-term rate of return on assets | 6.00% | ||
Deferred Compensation Plans Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Liability for deferred compensation plans | $ 95 | 23 | |
Deferred Compensation Company-Owned Life Insurance Contracts [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Liability for deferred compensation plans | 148 | 130 | |
Trust for Benefit of Employees [Member] | Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan assets designated to pay benefits of the deferred compensation plans | 243 | 153 | |
Supplemental Employee Retirement Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | 7 | 7 | $ 9 |
Accrued benefits liabilities | $ 89 | $ 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% |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 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 Impact of Noncontrolling Interest to Stockholders' Deficit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Net income (loss) attributable to Community Health Systems,Inc. stockholders | $ 511 | $ (675) | $ (788) |
Net increase (decrease) in Community Health Systems,Inc. paid-in-capital for purchase of subsidiary partnership interests | 3 | 3 | (4) |
Net transfers to the noncontrolling interests | 3 | 3 | (4) |
Change to Community Health Systems, Inc. stockholders' deficit from net income (loss) attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests | $ 514 | $ (672) | $ (792) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Components of Denominator for Computation of Basic and Diluted Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effect of dilutive securities: | |||
Weighted-average number of shares outstanding — basic | 115,491,022 | 113,739,046 | 112,728,274 |
Restricted stock awards | 905,903 | ||
Employee stock options | 122,785 | ||
Other equity-based awards | 24,851 | ||
Weighted-average number of shares outstanding — diluted | 116,544,561 | 113,739,046 | 112,728,274 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Increase in number of shares to diluted shares calculation if income would have been generated | 133,866 | 68,687 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Employee stock options and restricted stock awards excluded from computation of earnings per share amount | 2,821,511 | 3,508,968 | 2,152,408 |
Equity Investments - Additional
Equity Investments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | 48 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Equity method investment | $ 190 | $ 199 | $ 190 | ||
Equity in earnings of unconsolidated affiliates | $ 10 | $ 15 | $ 22 | ||
Home Care [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity method investment ownership percentage | 20.00% | ||||
Percentage of ownership interest sold | 80.00% | 20.00% | |||
Disposal date | Dec. 31, 2016 | ||||
Three Hospitals in Macon Georgia, [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity method investment ownership percentage | 38.00% | 38.00% | |||
HealthTrust [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity method investment ownership percentage | 13.90% | 13.90% |
Other Comprehensive Income - Sc
Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ (9) | $ (10) | |
Other comprehensive (loss) income before reclassifications | 4 | 1 | |
Amounts reclassified from accumulated other comprehensive (loss) income | (8) | ||
Other comprehensive (loss) income | (4) | 1 | $ 17 |
Accumulated Other Comprehensive Income (Loss), Ending Balance | (13) | (9) | (10) |
Change in Fair Value of Interest Rate Swaps | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | 2 | 5 | |
Other comprehensive (loss) income before reclassifications | (1) | (3) | |
Other comprehensive (loss) income | (1) | (3) | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | 2 | 5 | |
Change in Fair Value of Available for Sale Debt Securities | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (3) | (7) | |
Other comprehensive (loss) income before reclassifications | 6 | 5 | |
Amounts reclassified from accumulated other comprehensive (loss) income | (2) | (1) | |
Other comprehensive (loss) income | 4 | 4 | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | 2 | (3) | (7) |
Change in Unrecognized Pension Cost Components | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (8) | (8) | |
Other comprehensive (loss) income before reclassifications | (1) | (1) | |
Amounts reclassified from accumulated other comprehensive (loss) income | (6) | 1 | |
Other comprehensive (loss) income | (7) | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | $ (15) | $ (8) | $ (8) |
Other Comprehensive Income - _2
Other Comprehensive Income - Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification, net of tax | $ 8 | ||
Interest expense, net | (1,031) | $ (1,041) | $ (976) |
(Benefit from) provision for income taxes | (185) | 160 | (11) |
Net income (loss) attributable to Community Health Systems, Inc. stockholders | 511 | (675) | $ (788) |
Pension Plans, Defined Benefit [Member] | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification, Total before tax | (4) | (1) | |
Tax benefit | 10 | ||
Reclassification, net of tax | 6 | (1) | |
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member] | Pension Plans, Defined Benefit [Member] | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification, Total before tax | (1) | $ (1) | |
Accumulated Defined Benefit Plans Adjustment, Settlement Losses Recognized [Member] | Pension Plans, Defined Benefit [Member] | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification, Total before tax | $ (3) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Jun. 01, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies [Line Items] | |||||||
Physician recruiting commitment, physician income guarantee period | 12 months | ||||||
Physician recruiting commitment, period of recoverability of physician income guarantee for noncommitment | 3 years | ||||||
Physician recruiting commitment, maximum potential future payments in excess of liability recorded | $ 17,000,000 | ||||||
Malpractice loss contingency, historical claims period used by actuary to estimate liability | 20 years | ||||||
Malpractice Loss Contingency, Discount Rate | 1.80% | 2.60% | 3.10% | ||||
Malpractice Loss Contingency, Accrual, Discounted | $ 612,000,000 | $ 602,000,000 | $ 612,000,000 | ||||
Malpractice Loss Contingency, Accrual, Undiscounted | 663,000,000 | 629,000,000 | 663,000,000 | ||||
Malpractice Loss Contingency, Accrual, Discounted, Current | 169,000,000 | 177,000,000 | 169,000,000 | ||||
Expenses related to settlement of professional liability claim | 50,000,000 | ||||||
Recovery of full settlement amount | 50,000,000 | ||||||
Change in estimate reserve for professional liability claims | 0 | ||||||
Change in settlement liability claims estimate amount | $ 0 | $ 20,000,000 | $ 70,000,000 | ||||
Pending Litigation [Member] | Litigation Matters Where Negative Outcome Is Reasonably Possible [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Attorneys' fees and other costs incurred | 3,000,000 | $ 21,000,000 | $ 2,000,000 | ||||
Professional and general liability self-insured claims reported prior to June 1, 2002, per occurrence [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 1,000,000 | ||||||
Professional and general liability self-insured reported from June 1, 2002 through June 1, 2003, per occurrence [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 2,000,000 | ||||||
Professional and general liability self-insured reported from June 1, 2003 and before June 1, 2005, per occurrence [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 4,000,000 | ||||||
Professional and general liability self-insured claims reported on or after June 1, 2005, per occurrence [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 5,000,000 | ||||||
Professional and general liability claims reported on or after June 1, 2014 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 10,000,000 | ||||||
Professional and general liability claims reported on or after June 1, 2003 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice Insurance, Maximum Coverage Per Incident | 95,000,000 | ||||||
Professional and general liability claims incurred and reported after January 1, 2008 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice Insurance, Maximum Coverage Per Incident | 145,000,000 | ||||||
Professional and general liability claims incurred and reported after June 1, 2010 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice Insurance, Maximum Coverage Per Incident | 195,000,000 | ||||||
Professional and general liability claims reported on or after June 1, 2015 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice Insurance, Maximum Coverage Per Incident | 215,000,000 | ||||||
Integrated occurrence claims reported on or after June 1, 2014 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice Insurance, Annual Coverage Limit | 50,000,000 | ||||||
Integrated occurrence claims reported on or after June 1, 2015 through June 1, 2020 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice Insurance, Annual Coverage Limit | 75,000,000 | ||||||
Integrated occurrence claims reported between June 1,2020 and May 31, 2021 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice Insurance, Annual Coverage Limit | 75,000,000 | ||||||
Professional and general liability self-insured claims under certain policy terms until Company total aggregate coverage is met if first aggregate layer becomes fully utilized [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 10,000,000 | ||||||
Triad professional and general liability self-insured claims during 2007 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | $ 10,000,000 | ||||||
Maximum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, average lag period from occurrence to settlement | 4 years | ||||||
Malpractice loss contingency, settled claims as percent of total liability | 1.00% | ||||||
Malpractice loss contingency, self-insured retention | $ 15,000,000 | ||||||
Maximum | Professional And General Liability Claims Incurred And Reported On Or After June 1, 2008 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 15,000,000 | ||||||
Maximum | Triad professional and general liability self-insured claims after December 31, 2006 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | $ 5,000,000 | ||||||
Minimum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, average lag period from occurrence to settlement | 3 years | ||||||
Malpractice loss contingency, self-insured retention | $ 10,000,000 | ||||||
Minimum | Professional and general liability self-insured claims under certain policy terms until Company total aggregate coverage is met if first aggregate layer becomes fully utilized [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | 15,000,000 | ||||||
Minimum | Triad professional and general liability self-insured claims after December 31, 2006 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Malpractice loss contingency, self-insured retention | $ 1,000,000 | ||||||
Northwest Health - La Porte [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Capital commitment, future period after acquisition for completing open capital improvement projects month and year | 2021-03 | ||||||
Capital commitment, post-acquisition estimated cost of replacement hospital | $ 126,000,000 | ||||||
Northwest Health - La Porte [Member] | Maximum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Capital commitment, future period after acquisition for completing open capital improvement projects | 5 years | ||||||
Northwest Health – Starke [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Capital commitment, future period after acquisition for completing open capital improvement projects date | Sep. 30, 2026 | ||||||
Capital commitment, post-acquisition estimated cost of replacement hospital | $ 15,000,000 | ||||||
Northwest Health – Starke [Member] | Maximum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Capital commitment, future period after acquisition for completing open capital improvement projects | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies (Details) - Pending Litigation [Member] - Other Probable Contingencies [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingency Accrual [Roll Forward] | ||
Beginning Balance | $ 68 | $ 19 |
Expense | 14 | 87 |
Reserve for insured claim | 11 | (4) |
Cash payments | (82) | (34) |
Ending Balance | $ 11 | $ 68 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Feb. 09, 2021USD ($) | Feb. 02, 2021USD ($) | Jan. 29, 2021 | Jan. 28, 2021USD ($) | Jan. 06, 2021USD ($) | Dec. 28, 2020USD ($) | Jun. 29, 2020 | Jun. 22, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019 | Feb. 01, 2021Item | Jan. 01, 2021Item | Jun. 23, 2019 |
Subsequent Event [Line Items] | |||||||||||||
Line of credit outstanding amount | $ 150,000,000 | ||||||||||||
Senior Notes | Senior Notes at 6.875% Due 2028 | |||||||||||||
Subsequent Event [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 6.875% Due 2029 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument aggregate principal amount | $ 1,775,000,000 | ||||||||||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | Debt Instrument, Redemption, Period One | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.875% | ||||||||||||
Debt instrument, maturity year | 2029 | ||||||||||||
Debt instrument, offering date | Apr. 15, 2024 | ||||||||||||
Maximum period notice for redemption of debt | 60 days | ||||||||||||
Minimum period notice for redemption of debt | 15 days | ||||||||||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 11.00% | 9.875% | 9.875% | 9.875% | |||||||||
Debt instrument, maturity year | 2023 | 2023 | |||||||||||
Debt instrument, offering date | Jun. 22, 2018 | ||||||||||||
Debt instrument aggregate principal amount | $ 1,770,000,000 | ||||||||||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 9⅞% Junior-Priority Secured Notes due 2023. | ||||||||||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | Debt Instrument, Redemption, Period One | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument redemption price percentage | 109.875% | 100.00% | |||||||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||||||||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | Debt Instrument, Redemption, Period Two | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Maximum period notice for redemption of debt | 60 days | ||||||||||||
Minimum period notice for redemption of debt | 15 days | ||||||||||||
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.25% | 6.25% | |||||||||||
Debt instrument, maturity year | 2023 | 2023 | |||||||||||
Debt instrument aggregate principal amount | $ 2,579,000,000 | ||||||||||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 5.625% | 5.625% | |||||||||||
Debt instrument, maturity year | 2027 | 2027 | |||||||||||
Debt instrument, offering date | Dec. 28, 2020 | ||||||||||||
Debt instrument aggregate principal amount | $ 1,900,000,000 | ||||||||||||
Debt instrument, maturity date | Mar. 15, 2027 | ||||||||||||
Maximum period notice for redemption of debt | 60 days | ||||||||||||
Minimum period notice for redemption of debt | 15 days | ||||||||||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 5⅝% Senior Secured Notes due 2027. | ||||||||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||||||||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | Debt Instrument, Redemption, Period One | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument redemption price percentage | 100.00% | 102.813% | |||||||||||
Senior Secured Notes | 5⅝% Senior Secured Notes due 2027 | Debt Instrument, Redemption, Period Two | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument redemption price percentage | 105.625% | 101.406% | |||||||||||
Senior Secured Notes | 6% Senior Secured Notes due 2029 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.00% | 6.00% | |||||||||||
Debt instrument, maturity year | 2029 | 2029 | |||||||||||
Senior Secured Notes | 6% Senior Secured Notes due 2029 | Debt Instrument, Redemption, Period One | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument redemption price percentage | 103.00% | ||||||||||||
Senior Secured Notes | 6% Senior Secured Notes due 2029 | Debt Instrument, Redemption, Period Two | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument redemption price percentage | 101.50% | ||||||||||||
Senior Secured Notes | Senior Secured Notes at 4.75%, Due 2031 | Debt Instrument, Redemption, Period Six | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 4.75% | ||||||||||||
Debt instrument, maturity year | 2031 | ||||||||||||
Debt instrument, offering date | Feb. 15, 2026 | ||||||||||||
Debt instrument redemption price percentage | 100.00% | ||||||||||||
Maximum period notice for redemption of debt | 60 days | ||||||||||||
Minimum period notice for redemption of debt | 15 days | ||||||||||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 4¾% Senior Secured Notes due 2031 | ||||||||||||
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 8.625% | 8.625% | |||||||||||
Debt instrument, maturity year | 2024 | 2024 | |||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Line of credit cancelled | $ 30,000,000 | ||||||||||||
Subsequent Event | Senior Notes | Senior Secured Notes at 6.25%, Due 2023 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.25% | ||||||||||||
Debt instrument, maturity year | 2023 | ||||||||||||
Debt instrument, redemption value | $ 95,000,000 | ||||||||||||
Subsequent Event | Senior Notes | 5⅝% Senior Secured Notes due 2027 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 5.625% | ||||||||||||
Debt instrument, maturity year | 2027 | ||||||||||||
Subsequent Event | Senior Notes | 6% Senior Secured Notes due 2029 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.00% | ||||||||||||
Debt instrument, maturity year | 2029 | ||||||||||||
Subsequent Event | Senior Notes | Senior Notes at 6.875% Due 2028 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.875% | ||||||||||||
Debt instrument, maturity year | 2022 | ||||||||||||
Debt instrument, offering date | Feb. 28, 2021 | ||||||||||||
Debt instrument redemption price percentage | 100.00% | ||||||||||||
Subsequent Event | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.875% | ||||||||||||
Debt instrument, maturity year | 2029 | ||||||||||||
Debt instrument, offering date | Feb. 2, 2021 | ||||||||||||
Debt instrument aggregate principal amount | $ 1,775,000,000 | ||||||||||||
Debt instrument, maturity date | Apr. 15, 2029 | ||||||||||||
Subsequent Event | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | Debt Instrument, Redemption, Period One | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 6.875% | ||||||||||||
Debt instrument, maturity year | 2029 | ||||||||||||
Debt instrument, offering date | Apr. 15, 2024 | ||||||||||||
Debt instrument redemption price percentage | 100.00% | ||||||||||||
Maximum period notice for redemption of debt | 60 days | ||||||||||||
Minimum period notice for redemption of debt | 15 days | ||||||||||||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 6⅞% Junior-Priority Secured Notes due 2029 | ||||||||||||
Subsequent Event | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | Debt Instrument, Redemption, Period Two | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, offering date | Apr. 15, 2024 | ||||||||||||
Debt instrument redemption price percentage | 106.875% | ||||||||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||||||||||
Subsequent Event | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 9.875% | ||||||||||||
Debt instrument, maturity year | 2023 | ||||||||||||
Subsequent Event | Senior Secured Notes | Senior Secured Notes at 4.75%, Due 2031 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 4.75% | ||||||||||||
Debt instrument, maturity year | 2031 | ||||||||||||
Debt instrument, offering date | Feb. 9, 2021 | ||||||||||||
Debt instrument aggregate principal amount | $ 1,095,000,000 | ||||||||||||
Debt instrument, maturity date | Feb. 15, 2031 | ||||||||||||
Debt instrument redemption description | The 4¾% Senior Secured Notes due 2031 bear interest at a rate of 4¾% per year payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2021 | ||||||||||||
Subsequent Event | Senior Secured Notes | Senior Secured Notes at 4.75%, Due 2031 | Debt Instrument, Redemption, Period Seven | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 4.75% | ||||||||||||
Debt instrument, maturity year | 2031 | ||||||||||||
Debt instrument, offering date | Feb. 15, 2024 | ||||||||||||
Debt instrument redemption price percentage | 104.75% | ||||||||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||||||||||||
Subsequent Event | Senior Secured Notes | Senior Secured Notes at 4.75%, Due 2031 | Debt Instrument, Redemption, Period Eight | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument redemption price percentage | 103.00% | ||||||||||||
Debt instrument redemption description | plus accrued and unpaid interest, if any. In addition, any time prior to February 15, 2026, but not more than once during each twelve-month period | ||||||||||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 10.00% | ||||||||||||
Subsequent Event | Senior Secured Notes | Senior Secured Notes at 4.75%, Due 2031 | Debt Instrument, Redemption, Period Nine | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 4.75% | ||||||||||||
Debt instrument, maturity year | 2031 | ||||||||||||
Debt instrument, offering date | Feb. 15, 2026 | ||||||||||||
Maximum period notice for redemption of debt | 60 days | ||||||||||||
Minimum period notice for redemption of debt | 15 days | ||||||||||||
Subsequent Event | Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument stated interest rate | 8.625% | ||||||||||||
Debt instrument, maturity year | 2024 | ||||||||||||
Debt instrument, offering date | Feb. 9, 2021 | ||||||||||||
Lea Regional Medical Center | Subsequent Event | Hobbs, New Mexico | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of licensed beds sold | Item | 68 | ||||||||||||
Tennova Healthcare, Tullahoma | Subsequent Event | Tullahoma, Tennessee | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of licensed beds sold | Item | 135 | ||||||||||||
Tennova Healthcare – Shelbyville | Subsequent Event | Shelbyville, Tennessee | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of licensed beds sold | Item | 60 | ||||||||||||
Northwest Mississippi Medical Center | Subsequent Event | Clarksdale Mississippi | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of licensed beds sold | Item | 181 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Early Redemption Prices on 6.785% Senior Notes due 2022 (Details) - Junior-Priority Secured Notes - Subsequent Event - Junior-Priority Secured Notes at 6.875% Due 2029 | Feb. 02, 2021 |
Debt Instrument, Redemption, Period Three | |
Subsequent Event [Line Items] | |
Debt instrument redemption price percentage | 103.438% |
Debt instrument, redemption period, start date | Apr. 15, 2024 |
Debt instrument, redemption period, end date | Apr. 14, 2025 |
Debt Instrument, Redemption, Period Four | |
Subsequent Event [Line Items] | |
Debt instrument redemption price percentage | 101.719% |
Debt instrument, redemption period, start date | Apr. 15, 2025 |
Debt instrument, redemption period, end date | Apr. 14, 2026 |
Debt Instrument, Redemption, Period Five | |
Subsequent Event [Line Items] | |
Debt instrument redemption price percentage | 100.00% |
Debt instrument, redemption period, start date | Apr. 15, 2026 |
Debt instrument, redemption period, end date | Apr. 14, 2029 |
Subsequent Events - Schedule _2
Subsequent Events - Schedule of Early Redemption Prices on 4.75% Senior Notes due 2031 (Details) - Senior Secured Notes - Subsequent Event - Senior Secured Notes at 4.75%, Due 2031 | Feb. 09, 2021 |
Debt Instrument, Redemption, Period Ten | |
Subsequent Event [Line Items] | |
Debt instrument redemption price percentage | 102.375% |
Debt instrument, redemption period, start date | Feb. 15, 2026 |
Debt instrument, redemption period, end date | Feb. 14, 2027 |
Debt Instrument, Redemption, Period Eleven | |
Subsequent Event [Line Items] | |
Debt instrument redemption price percentage | 101.583% |
Debt instrument, redemption period, start date | Feb. 15, 2027 |
Debt instrument, redemption period, end date | Feb. 14, 2028 |
Debt Instrument, Redemption, Period Twelve | |
Subsequent Event [Line Items] | |
Debt instrument redemption price percentage | 100.792% |
Debt instrument, redemption period, start date | Feb. 15, 2028 |
Debt instrument, redemption period, end date | Feb. 14, 2029 |
Debt Instrument, Redemption, Period Thirteen | |
Subsequent Event [Line Items] | |
Debt instrument redemption price percentage | 100.00% |
Debt instrument, redemption period, start date | Feb. 15, 2029 |
Debt instrument, redemption period, end date | Feb. 14, 2031 |
Condensed Financial Informati_3
Condensed Financial Information of Parent - Condensed Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | |||
Prepaid income taxes | $ 50 | $ 48 | |
Total current assets | 4,510 | 3,427 | |
Deferred income taxes | 59 | 38 | |
Other assets, net | 1,896 | 2,208 | |
Total assets | 16,006 | 15,609 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
Deferred income taxes | 29 | 200 | |
Other long-term liabilities | 1,599 | 894 | |
Total liabilities | 17,060 | 17,248 | |
Community Health Systems, Inc. stockholders’ deficit: | |||
Preferred stock | |||
Common stock | 1 | 1 | |
Additional paid-in capital | 2,094 | 2,008 | |
Accumulated other comprehensive loss | (13) | (9) | $ (10) |
Accumulated deficit | (3,707) | (4,218) | |
Total Community Health Systems, Inc. stockholders’ deficit | (1,625) | (2,218) | |
Total liabilities and stockholders’ deficit | 16,006 | 15,609 | |
Parent Company | |||
ASSETS | |||
Prepaid income taxes | 50 | 48 | |
Total current assets | 50 | 48 | |
Deferred income taxes | 59 | 38 | |
Other assets, net | (3) | (4) | |
Total assets | 106 | 82 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
Intercompany payable | 1,701 | 2,099 | |
Deferred income taxes | 29 | 200 | |
Other long-term liabilities | 1 | 1 | |
Total liabilities | 1,731 | 2,300 | |
Community Health Systems, Inc. stockholders’ deficit: | |||
Preferred stock | |||
Common stock | 1 | 1 | |
Additional paid-in capital | 2,094 | 2,008 | |
Accumulated other comprehensive loss | (13) | (9) | |
Accumulated deficit | (3,707) | (4,218) | |
Total Community Health Systems, Inc. stockholders’ deficit | (1,625) | (2,218) | |
Total liabilities and stockholders’ deficit | $ 106 | $ 82 |
Condensed Financial Informati_4
Condensed Financial Information of Parent - Condensed Statement of Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Income Statements Captions [Line Items] | |||
Net operating revenues | $ 11,789 | $ 13,210 | $ 14,155 |
Operating costs and expenses: | |||
Salaries and benefits | 5,411 | 5,947 | 6,384 |
Supplies | 1,963 | 2,151 | 2,355 |
Other operating expenses | 2,957 | 3,303 | 3,496 |
Government and other legal settlements and related costs | 93 | 11 | |
Electronic health records incentive reimbursement | (1) | (4) | |
Lease cost and rent | 327 | 321 | 337 |
Pandemic relief funds | (601) | ||
Depreciation and amortization | 558 | 608 | 700 |
Impairment and (gain) loss on sale of businesses, net | 48 | 138 | 668 |
Total operating costs and expenses | 10,663 | 12,560 | 13,947 |
Income from operations | 1,126 | 650 | 208 |
Interest expense, net | 1,031 | 1,041 | 976 |
(Gain) loss from early extinguishment of debt | (317) | 54 | (31) |
Equity in earnings of unconsolidated affiliates | (10) | (15) | (22) |
Income (loss) before income taxes | 422 | (430) | (715) |
(Benefit from) provision for income taxes | (185) | 160 | (11) |
Net income (loss) | 607 | (590) | (704) |
Less: Net income attributable to noncontrolling interests | 96 | 85 | 84 |
Net income (loss) attributable to Community Health Systems, Inc. stockholders | 511 | (675) | (788) |
Parent Company | |||
Operating costs and expenses: | |||
Equity in earnings of unconsolidated affiliates | (511) | 675 | 788 |
Income (loss) before income taxes | 511 | (675) | (788) |
Net income (loss) | 511 | (675) | (788) |
Net income (loss) attributable to Community Health Systems, Inc. stockholders | $ 511 | $ (675) | $ (788) |
Condensed Financial Informati_5
Condensed Financial Information of Parent - Condensed Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Statement Of Income Captions [Line Items] | |||
Net income (loss) | $ 607 | $ (590) | $ (704) |
Equity in other comprehensive (loss) income of affiliates, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | (1) | (3) | 20 |
Net change in fair value of available-for-sale debt securities, net of tax | 4 | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | (7) | (1) | |
Other comprehensive (loss) income | (4) | 1 | 17 |
Comprehensive income (loss) | 603 | (589) | (687) |
Less: Comprehensive income attributable to noncontrolling interests | 96 | 85 | 84 |
Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders | 507 | (674) | (771) |
Parent Company | |||
Condensed Statement Of Income Captions [Line Items] | |||
Net income (loss) | 511 | (675) | (788) |
Equity in other comprehensive (loss) income of affiliates, net of income taxes: | |||
Net change in fair value of interest rate swaps, net of tax | (1) | (3) | 20 |
Net change in fair value of available-for-sale debt securities, net of tax | 4 | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | (7) | (1) | |
Other comprehensive (loss) income | (4) | 1 | 17 |
Comprehensive income (loss) | 507 | (674) | (771) |
Comprehensive income (loss) attributable to Community Health Systems, Inc. stockholders | $ 507 | $ (674) | $ (771) |
Condensed Financial Informati_6
Condensed Financial Information of Parent - Condensed Statement of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||||
Net cash (used in) provided by operating activities | $ 2,178 | $ 385 | $ 274 | |
Cash flows from investing activities: | ||||
Net cash provided by (used in) investing activities | 177 | (2) | (245) | |
Cash flows from financing activities: | ||||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) | (1) | |
Net cash used in financing activities | (895) | (363) | (396) | |
Net change in cash and cash equivalents | 1,460 | 20 | (367) | |
Cash and cash equivalents at beginning of period | 1,676 | 216 | 196 | $ 563 |
Parent Company | ||||
Cash flows from operating activities: | ||||
Net cash (used in) provided by operating activities | (12) | (4) | 40 | |
Cash flows from financing activities: | ||||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) | (1) | |
Changes in intercompany balances with affiliates, net | 13 | 5 | (39) | |
Net cash used in financing activities | $ 12 | $ 4 | $ (40) |