Guarantor and Non-Guarantor Supplemental Information | NOTE 22 — The Senior Notes are senior unsecured obligations of the Company guaranteed on a senior basis by certain of its existing and subsequently acquired or organized 100% owned domestic subsidiaries (the “Guarantors”). The Senior Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor’s capital stock is sold, or when a sale of all of the subsidiary guarantor’s assets used in operations occurs. The condensed consolidating and combining financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The accounting policies used in the preparation of this financial information are consistent with those elsewhere in these consolidated and combined financial statements of the Company, except as noted below: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets. • Due to Parent and Due from Parent are presented gross in the supplemental condensed consolidating balance sheets. • Investments in consolidated subsidiaries, as well as guarantor subsidiaries’ investments in non-guarantor subsidiaries, are presented under the equity method of accounting with the related investments presented within the line items net investment in subsidiaries and other long-term liabilities in the supplemental condensed consolidating balance sheets. • The provision for (benefit from) income taxes is allocated from the parent issuer to the income producing operations (other guarantors and non-guarantors) through stockholders’ equity. As this approach represents an allocation, the provision for (benefit from) income tax allocation is considered non-cash for statement of cash flow purposes. Following the Spin-off, the Company’s intercompany activity consists primarily of daily cash transfers, the allocation of certain expenses and expenditures paid by the parent issuer on behalf of its subsidiaries, and the push down of investment in its subsidiaries. The parent issuer’s investment in its subsidiaries reflects the activity of the period beginning April 29, 2016 through December 31, 2017. Likewise, the parent issuer’s equity in earnings of unconsolidated affiliates represents the Company’s earnings for the same post-spin period. Condensed Consolidating and Combining Statement of Income (Loss) Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,815,355 $ 512,300 $ — $ 2,327,655 Provision for bad debts — 215,021 40,464 — 255,485 Net operating revenues — 1,600,334 471,836 — 2,072,170 Operating costs and expenses: Salaries and benefits — 715,713 319,084 — 1,034,797 Supplies — 182,172 68,351 — 250,523 Other operating expenses 3,002 504,809 115,252 — 623,063 Depreciation and amortization — 68,770 13,385 — 82,155 Rent — 29,923 20,307 — 50,230 Electronic health records incentives earned — (3,681 ) (1,064 ) — (4,745 ) Legal, professional and settlement costs — 6,001 — — 6,001 Impairment of long-lived assets and goodwill — 47,281 — — 47,281 Loss (gain) on sale of hospitals, net — — (5,243 ) — (5,243 ) Transaction costs related to the Spin-off — 195 58 — 253 Total operating costs and expenses 3,002 1,551,183 530,130 — 2,084,315 Income (loss) from operations (3,002 ) 49,151 (58,294 ) — (12,145 ) Interest expense, net 124,060 (2,054 ) 71 — 122,077 Equity in earnings of affiliates 15,291 29,673 — (44,964 ) — Income (loss) before income taxes (142,353 ) 21,532 (58,365 ) 44,964 (134,222 ) Provision for (benefit from) income taxes (28,163 ) (3,508 ) 9,806 — (21,865 ) Net income (loss) (114,190 ) 25,040 (68,171 ) 44,964 (112,357 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,833 — 1,833 Net income (loss) attributable to Quorum Health Corporation $ (114,190 ) $ 25,040 $ (70,004 ) $ 44,964 $ (114,190 ) Condensed Consolidating and Combining Statement of Income (Loss) Year Ended December 31, 2016 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,811,586 $ 607,467 $ — $ 2,419,053 Provision for bad debts — 211,921 68,665 — 280,586 Net operating revenues — 1,599,665 538,802 — 2,138,467 Operating costs and expenses: Salaries and benefits — 715,925 341,194 — 1,057,119 Supplies — 180,098 78,541 — 258,639 Other operating expenses — 505,778 140,024 — 645,802 Depreciation and amortization — 97,318 19,970 — 117,288 Rent — 27,741 22,142 — 49,883 Electronic health records incentives earned — (8,948 ) (2,534 ) — (11,482 ) Legal, professional and settlement costs — 7,342 — — 7,342 Impairment of long-lived assets and goodwill — 242,685 49,185 — 291,870 Loss (gain) on sale of hospitals, net — — 2,150 — 2,150 Transaction costs related to the Spin-off — 4,105 1,383 — 5,488 Total operating costs and expenses — 1,772,044 652,055 — 2,424,099 Income (loss) from operations — (172,379 ) (113,253 ) — (285,632 ) Interest expense, net 78,266 32,541 2,633 — 113,440 Equity in earnings of affiliates 258,078 58,605 — (316,683 ) — Income (loss) before income taxes (336,344 ) (263,525 ) (115,886 ) 316,683 (399,072 ) Provision for (benefit from) income taxes (2,318 ) (35,576 ) (15,981 ) — (53,875 ) Net income (loss) (334,026 ) (227,949 ) (99,905 ) 316,683 (345,197 ) Less: Net income (loss) attributable to noncontrolling interests — — 2,491 — 2,491 Net income (loss) attributable to Quorum Health Corporation $ (334,026 ) $ (227,949 ) $ (102,396 ) $ 316,683 $ (347,688 ) Condensed Consolidating and Combining Statement of Income (Loss) Year Ended December 31, 2015 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,833,226 $ 612,632 $ — $ 2,445,858 Provision for bad debts — 204,968 53,552 — 258,520 Net operating revenues — 1,628,258 559,080 — 2,187,338 Operating costs and expenses: Salaries and benefits — 687,596 329,100 — 1,016,696 Supplies — 177,421 72,371 — 249,792 Other operating expenses — 507,514 126,719 — 634,233 Depreciation and amortization — 105,320 22,681 — 128,001 Rent — 27,871 20,858 — 48,729 Electronic health records incentives earned — (21,001 ) (4,778 ) — (25,779 ) Impairment of long-lived assets — 13,000 — — 13,000 Transaction costs related to the Spin-off — 12,161 4,176 — 16,337 Total operating costs and expenses — 1,509,882 571,127 — 2,081,009 Income (loss) from operations — 118,376 (12,047 ) — 106,329 Interest expense, net — 86,363 11,927 — 98,290 Equity in earnings of affiliates — (16,857 ) — 16,857 — Income (loss) before income taxes — 48,870 (23,974 ) (16,857 ) 8,039 Provision for (benefit from) income taxes — 16,904 (13,600 ) — 3,304 Net income (loss) — 31,966 (10,374 ) (16,857 ) 4,735 Less: Net income (loss) attributable to noncontrolling interests — (621 ) 4,019 — 3,398 Net income (loss) attributable to Quorum Health Corporation $ — $ 32,587 $ (14,393 ) $ (16,857 ) $ 1,337 Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (114,190 ) $ 25,040 $ (68,171 ) $ 44,964 $ (112,357 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 804 804 — (804 ) 804 Comprehensive income (loss) (113,386 ) 25,844 (68,171 ) 44,160 (111,553 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,833 — 1,833 Comprehensive income (loss) attributable to Quorum Health Corporation $ (113,386 ) $ 25,844 $ (70,004 ) $ 44,160 $ (113,386 ) Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) Year Ended December 31, 2016 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (334,026 ) $ (227,949 ) $ (99,905 ) $ 316,683 $ (345,197 ) Amortization and recognition of unrecognized pension cost components, net of income taxes (2,760 ) (2,760 ) — 2,760 (2,760 ) Comprehensive income (loss) (336,786 ) (230,709 ) (99,905 ) 319,443 (347,957 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 2,491 — 2,491 Comprehensive income (loss) attributable to Quorum Health Corporation $ (336,786 ) $ (230,709 ) $ (102,396 ) $ 319,443 $ (350,448 ) Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) Year Ended December 31, 2015 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ — $ 31,966 $ (10,374 ) $ (16,857 ) $ 4,735 Amortization and recognition of unrecognized pension cost components, net of income taxes — — — — — Comprehensive income (loss) — 31,966 (10,374 ) (16,857 ) 4,735 Less: Comprehensive income (loss) attributable to noncontrolling interests — (621 ) 4,019 — 3,398 Comprehensive income (loss) attributable to Quorum Health Corporation $ — $ 32,587 $ (14,393 ) $ (16,857 ) $ 1,337 Condensed Consolidating Balance Sheet December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,051 $ 4,222 $ 344 $ — $ 5,617 Patient accounts receivable, net of allowance for doubtful accounts — 262,690 80,455 — 343,145 Inventories — 43,276 10,183 — 53,459 Prepaid expenses 33 16,980 4,154 — 21,167 Due from third-party payors — 93,323 3,879 — 97,202 Current assets of hospitals held for sale — 8,112 — — 8,112 Other current assets — 32,867 14,573 — 47,440 Total current assets 1,084 461,470 113,588 — 576,142 Intercompany receivable 3 402,817 172,098 (574,918 ) — Property and equipment, net — 543,073 132,206 — 675,279 Goodwill — 243,618 165,611 — 409,229 Intangible assets, net — 58,240 6,610 — 64,850 Long-term assets of hospitals held for sale — 7,730 4 — 7,734 Other long-term assets — 74,918 20,689 — 95,607 Net investment in subsidiaries 1,488,021 — — (1,488,021 ) — Total assets $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,434 $ 421 $ — $ 1,855 Accounts payable 132 146,193 24,925 — 171,250 Accrued liabilities: Accrued salaries and benefits — 56,522 21,281 — 77,803 Accrued interest 10,466 — — — 10,466 Due to third-party payors — 46,381 1,324 — 47,705 Current liabilities of hospitals held for sale — 2,577 — — 2,577 Other current liabilities 516 30,664 12,507 — 43,687 Total current liabilities 11,114 283,771 60,458 — 355,343 Long-term debt 1,188,224 23,809 2 — 1,212,035 Intercompany payable 182,555 173,341 219,022 (574,918 ) — Deferred income tax liabilities, net 7,774 — — — 7,774 Other long-term liabilities — 195,132 31,100 (88,278 ) 137,954 Total liabilities 1,389,667 676,053 310,582 (663,196 ) 1,713,106 Redeemable noncontrolling interests — — 2,325 — 2,325 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 549,610 1,291,581 471,767 (1,763,348 ) 549,610 Accumulated other comprehensive income (loss) (1,956 ) (1,956 ) — 1,956 (1,956 ) Accumulated deficit (448,216 ) (173,812 ) (187,837 ) 361,649 (448,216 ) Total Quorum Health Corporation stockholders' equity 99,441 1,115,813 283,930 (1,399,743 ) 99,441 Nonredeemable noncontrolling interests — — 13,969 — 13,969 Total equity 99,441 1,115,813 297,899 (1,399,743 ) 113,410 Total liabilities and equity $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 Condensed Consolidating Balance Sheet December 31, 2016 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 21,609 $ 3,498 $ 348 $ — $ 25,455 Patient accounts receivable, net of allowance for doubtful accounts — 277,155 103,530 — 380,685 Inventories — 46,318 11,806 — 58,124 Prepaid expenses — 17,874 5,154 — 23,028 Due from third-party payors — 109,793 6,442 — 116,235 Current assets of hospitals held for sale — 1,502 — — 1,502 Other current assets — 41,673 16,269 — 57,942 Total current assets 21,609 497,813 143,549 — 662,971 Intercompany receivable 3 126,035 84,827 (210,865 ) — Property and equipment, net — 624,457 109,443 — 733,900 Goodwill — 252,433 164,400 — 416,833 Intangible assets, net — 73,404 11,578 — 84,982 Long-term assets of hospitals held for sale — 6,851 — — 6,851 Other long-term assets — 72,967 15,866 — 88,833 Net investment in subsidiaries 1,485,213 — — (1,485,213 ) — Total assets $ 1,506,825 $ 1,653,960 $ 529,663 $ (1,696,078 ) $ 1,994,370 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ 3,819 $ 1,560 $ 304 $ — $ 5,683 Accounts payable 158 147,521 22,005 — 169,684 Accrued liabilities: Accrued salaries and benefits — 69,896 28,907 — 98,803 Accrued interest 19,915 — — — 19,915 Due to third-party payors — 40,595 1,942 — 42,537 Current liabilities of hospitals held for sale — 492 — — 492 Other current liabilities — 46,002 7,266 — 53,268 Total current liabilities 23,892 306,066 60,424 — 390,382 Long-term debt 1,215,836 24,899 407 — 1,241,142 Intercompany payable 34,495 86,084 90,286 (210,865 ) — Deferred income tax liabilities, net 31,474 — — — 31,474 Other long-term liabilities — 144,950 22,651 (58,605 ) 108,996 Total liabilities 1,305,697 561,999 173,768 (269,470 ) 1,771,994 Redeemable noncontrolling interests — — 6,807 — 6,807 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 537,911 1,333,347 412,705 (1,746,052 ) 537,911 Accumulated other comprehensive income (loss) (2,760 ) (2,760 ) — 2,760 (2,760 ) Accumulated deficit (334,026 ) (238,626 ) (78,058 ) 316,684 (334,026 ) Total Quorum Health Corporation stockholders' equity 201,128 1,091,961 334,647 (1,426,608 ) 201,128 Nonredeemable noncontrolling interests — — 14,441 — 14,441 Total equity 201,128 1,091,961 349,088 (1,426,608 ) 215,569 Total liabilities and equity $ 1,506,825 $ 1,653,960 $ 529,663 $ (1,696,078 ) $ 1,994,370 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (121,079 ) $ 206,248 $ (18,199 ) $ — $ 66,970 Cash flows from investing activities: Capital expenditures for property and equipment — (24,777 ) (36,753 ) — (61,530 ) Capital expenditures for software — (6,090 ) (808 ) — (6,898 ) Acquisitions, net of cash acquired — (29 ) (1,891 ) — (1,920 ) Proceeds from the sale of hospitals — 11,925 20,156 — 32,081 Changes in intercompany balances with affiliates, net — (183,829 ) — 183,829 — Net cash provided by (used in) investing activities — (202,800 ) (19,296 ) 183,829 (38,267 ) Cash flows from financing activities: Borrowings under revolving credit facilities 508,000 — — — 508,000 Repayments under revolving credit facilities (508,000 ) — — — (508,000 ) Borrowings of long-term debt — 376 — — 376 Repayments of long-term debt (37,261 ) (1,592 ) (342 ) — (39,195 ) Payments of debt issuance costs (3,119 ) — — — (3,119 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,508 ) — — (1,508 ) Cash distributions to noncontrolling investors — — (3,851 ) — (3,851 ) Purchases of shares from noncontrolling investors — — (1,244 ) — (1,244 ) Changes in intercompany balances with affiliates, net 140,901 — 42,928 (183,829 ) — Net cash provided by (used in) financing activities 100,521 (2,724 ) 37,491 (183,829 ) (48,541 ) Net change in cash and cash equivalents (20,558 ) 724 (4 ) — (19,838 ) Cash and cash equivalents at beginning of period 21,609 3,498 348 — 25,455 Cash and cash equivalents at end of period $ 1,051 $ 4,222 $ 344 $ — $ 5,617 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2016 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (66,266 ) $ 173,382 $ (26,030 ) $ — $ 81,086 Cash flows from investing activities: Capital expenditures for property and equipment — (73,327 ) (6,593 ) — (79,920 ) Capital expenditures for software — (3,854 ) (3,415 ) — (7,269 ) Acquisitions, net of cash acquired — (549 ) (236 ) — (785 ) Proceeds from the sale of hospitals — — 13,746 — 13,746 Proceeds from asset sales — 1,498 (416 ) — 1,082 Changes in intercompany balances with affiliates, net — (116,674 ) — 116,674 — Net cash provided by (used in) investing activities — (192,906 ) 3,086 116,674 (73,146 ) Cash flows from financing activities: Borrowings under revolving credit facilities 50,000 — — — 50,000 Repayments under revolving credit facilities (50,000 ) — — — (50,000 ) Borrowings of long-term debt 1,255,464 740 77 — 1,256,281 Repayments of long-term debt (11,581 ) (3,025 ) (616 ) — (15,222 ) Increase (decrease) in Due to Parent, net — 24,796 — — 24,796 Payments of debt issuance costs (29,146 ) — — — (29,146 ) Cash paid to Parent related to the Spin-off (1,217,336 ) — — — (1,217,336 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (13 ) — — (13 ) Cash distributions to noncontrolling investors — — (2,850 ) — (2,850 ) Purchases of shares from noncontrolling investors — — (101 ) — (101 ) Changes in intercompany balances with affiliates, net 90,474 — 26,200 (116,674 ) — Net cash provided by (used in) financing activities 87,875 22,498 22,710 (116,674 ) 16,409 Net change in cash and cash equivalents 21,609 2,974 (234 ) — 24,349 Cash and cash equivalents at beginning of period — 524 582 — 1,106 Cash and cash equivalents at end of period $ 21,609 $ 3,498 $ 348 $ — $ 25,455 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2015 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 87,313 $ (44,424 ) $ — $ 42,889 Cash flows from investing activities: Capital expenditures for property and equipment — (37,321 ) (22,134 ) — (59,455 ) Capital expenditures for software — (6,935 ) (1,910 ) — (8,845 ) Acquisitions, net of cash acquired — (3,467 ) (4,552 ) — (8,019 ) Proceeds from asset sales — 3,114 — — 3,114 Other investing activities — (1,416 ) (3,971 ) — (5,387 ) Net cash provided by (used in) investing activities — (46,025 ) (32,567 ) — (78,592 ) Cash flows from financing activities: Borrowings of long-term debt — 217 155 — 372 Repayments of long-term debt — (1,043 ) (520 ) — (1,563 ) Increase (decrease) in Due to Parent, net — 152,971 109,804 — 262,775 Increase (decrease) in receivables facility, net — (194,835 ) (29,939 ) — (224,774 ) Cash distributions to noncontrolling investors — — (1,623 ) — (1,623 ) Purchases of shares from noncontrolling investors — (526 ) (411 ) — (937 ) Net cash provided by (used in) financing activities — (43,216 ) 77,466 — 34,250 Net change in cash and cash equivalents — (1,928 ) 475 — (1,453 ) Cash and cash equivalents at beginning of period — 2,452 107 — 2,559 Cash and cash equivalents at end of period $ — $ 524 $ 582 $ — $ 1,106 |