Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 24, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | COMMUNITY HEALTH SYSTEMS INC | |
Entity Central Index Key | 0001108109 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 118,052,308 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Loss - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Loss [Abstract] | ||||
Net operating revenues | $ 3,302 | $ 3,562 | $ 6,679 | $ 7,251 |
Operating costs and expenses: | ||||
Salaries and benefits | 1,488 | 1,617 | 3,030 | 3,265 |
Supplies | 539 | 592 | 1,097 | 1,208 |
Other operating expenses | 893 | 879 | 1,704 | 1,789 |
Government and other legal settlements and related costs | 4 | 1 | 9 | 7 |
Electronic health records incentive reimbursement | (1) | |||
Lease cost and rent | 81 | 85 | 162 | 173 |
Depreciation and amortization | 153 | 177 | 305 | 358 |
Impairment and (gain) loss on sale of businesses, net | 33 | 174 | 71 | 202 |
Total operating costs and expenses | 3,191 | 3,525 | 6,378 | 7,001 |
Income from operations | 111 | 37 | 301 | 250 |
Interest expense, net | 265 | 235 | 522 | 464 |
Loss (gain) from early extinguishment of debt | (64) | 31 | (59) | |
Equity in earnings of unconsolidated affiliates | (5) | (5) | (9) | (12) |
Loss before income taxes | (149) | (129) | (243) | (143) |
(Benefit from) provision for income taxes | (3) | (38) | 3 | (45) |
Net loss | (146) | (91) | (246) | (98) |
Less: Net income attributable to noncontrolling interests | 21 | 19 | 39 | 37 |
Net loss attributable to Community Health Systems, Inc. stockholders | $ (167) | $ (110) | $ (285) | $ (135) |
Loss per share attributable to Community Health Systems, Inc. common stockholders: | ||||
Basic | $ (1.47) | $ (0.97) | $ (2.51) | $ (1.20) |
Diluted | $ (1.47) | $ (0.97) | $ (2.51) | $ (1.20) |
Weighted-average number of shares outstanding: | ||||
Basic | 113,862,097 | 112,837,944 | 113,561,523 | 112,566,230 |
Diluted | 113,862,097 | 112,837,944 | 113,561,523 | 112,566,230 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Comprehensive Loss [Abstract] | ||||
Net loss | $ (146) | $ (91) | $ (246) | $ (98) |
Other comprehensive income (loss), net of income taxes: | ||||
Net change in fair value of interest rate swaps, net of tax | 7 | (2) | 25 | |
Net change in fair value of available-for-sale securities, net of tax | 2 | (1) | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 | ||
Other comprehensive income | 2 | 7 | 2 | 24 |
Comprehensive loss | (144) | (84) | (244) | (74) |
Less: Comprehensive income attributable to noncontrolling interests | 21 | 19 | 39 | 37 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | $ (165) | $ (103) | $ (283) | $ (111) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 207 | $ 196 |
Patient accounts receivable | 2,356 | 2,352 |
Supplies | 378 | 402 |
Prepaid income taxes | 3 | |
Prepaid expenses and taxes | 177 | 196 |
Other current assets | 366 | 400 |
Total current assets | 3,484 | 3,549 |
Property and equipment | 10,120 | 10,301 |
Less accumulated depreciation and amortization | (4,186) | (4,162) |
Property and equipment, net | 5,934 | 6,139 |
Goodwill | 4,494 | 4,559 |
Deferred income taxes | 57 | 69 |
Other assets, net | 2,163 | 1,543 |
Total assets | 16,132 | 15,859 |
Current liabilities: | ||
Current maturities of long-term debt | 206 | 204 |
Current operating lease liabilities | 133 | |
Accounts payable | 812 | 887 |
Accrued liabilities: | ||
Employee compensation | 549 | 627 |
Accrued interest | 388 | 206 |
Other | 415 | 468 |
Total current liabilities | 2,503 | 2,392 |
Long-term debt | 13,393 | 13,392 |
Deferred income taxes | 26 | 26 |
Long-term operating lease liabilities | 479 | |
Other long-term liabilities | 987 | 1,008 |
Total liabilities | 17,388 | 16,818 |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 503 | 504 |
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; 118,051,975 shares issued and outstanding at June 30, 2019, and 116,248,376 shares issued and outstanding at December 31, 2018 | 1 | 1 |
Additional paid-in capital | 2,002 | 2,017 |
Accumulated other comprehensive loss | (8) | (10) |
Accumulated deficit | (3,828) | (3,543) |
Total Community Health Systems, Inc. stockholders' deficit | (1,833) | (1,535) |
Noncontrolling interests in equity of consolidated subsidiaries | 74 | 72 |
Total stockholders' deficit | (1,759) | (1,463) |
Total liabilities and stockholders' deficit | $ 16,132 | $ 15,859 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 118,051,975 | 116,248,376 |
Common stock, shares outstanding | 118,051,975 | 116,248,376 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (246) | $ (98) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 305 | 358 |
Government and other legal settlements and related costs | 9 | 7 |
Stock-based compensation expense | 6 | 7 |
Impairment and (gain) loss on sale of businesses, net | 71 | 202 |
Loss (gain) from early extinguishment of debt | 31 | (59) |
Other non-cash expenses, net | 101 | 23 |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||
Patient accounts receivable | (7) | (21) |
Supplies, prepaid expenses and other current assets | 72 | (15) |
Accounts payable, accrued liabilities and income taxes | 27 | (308) |
Other | (104) | (2) |
Net cash provided by operating activities | 265 | 94 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related businesses | (13) | (10) |
Purchases of property and equipment | (212) | (295) |
Proceeds from disposition of hospitals and other ancillary operations | 161 | 88 |
Proceeds from sale of property and equipment | 1 | 4 |
Purchases of available-for-sale securities and equity securities | (39) | (38) |
Proceeds from sales of available-for-sale securities and equity securities | 52 | 63 |
Increase in other investments | (97) | (53) |
Net cash used in investing activities | (147) | (241) |
Cash flows from financing activities: | ||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) |
Deferred financing costs and other debt-related costs | (28) | (54) |
Proceeds from noncontrolling investors in joint ventures | 2 | 1 |
Redemption of noncontrolling investments in joint ventures | (2) | (6) |
Distributions to noncontrolling investors in joint ventures | (57) | (52) |
Borrowings under credit agreements | 23 | 26 |
Issuance of long-term debt | 2,034 | |
Proceeds from ABL facility | 25 | 587 |
Repayments of long-term indebtedness | (2,103) | (709) |
Net cash used in financing activities | (107) | (208) |
Net change in cash and cash equivalents | 11 | (355) |
Cash and cash equivalents at beginning of period | 196 | 563 |
Cash and cash equivalents at end of period | 207 | 208 |
Supplemental disclosure of cash flow information: | ||
Interest payments | (318) | (486) |
Income tax refunds (payments), net | $ 3 | $ 9 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies Disclosure | 1. BASIS OF PRES ENTATION AND SIGNIFICANT ACCOUNTING POLICIES The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of June 30, 2019 and December 31, 2018 and for the three-month and six-month periods ended June 30, 2019 and 2018, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. All intercompany transactions and balances have been eliminated. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. Certain information and disclosures normally included in the notes to condensed consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2018, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2019 (“2018 Form 10-K”). Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity on the condensed consolidated balance sheets to distinguish between the interests of the Parent Company and the interests of the noncontrolling owners. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the condensed consolidated balance sheets. Throughout these notes to the condensed consolidated financial statements, Community Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of Community Health Systems, Inc. Revenue Recognition. 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 is included as a reduction to net operating revenues. 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. Other than these changes in presentation on the consolidated statement of operations, the adoption of ASC 606 did not have a material impact on the consolidated results of operations for the year ended December 31, 2018 or the six months ended June 30, 2019, and the Company does not expect it to have a material impact on its consolidated results of operations on a prospective basis. As part of the adoption of ASC 606, the Company elected two of the available practical expedients provided for in the standard. First, the Company does not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expenses all incremental customer contract acquisition costs as incurred because such costs are not material and would be amortized over a period less than one year. Net Operating Revenues Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During the year ended December 31, 2018 and the three and six months ended June 30, 2019, the impact of changes to the inputs used to determine the transaction price was considered immaterial to the current period. Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the Centers for Medicare & Medicaid Services (“CMS”) and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, the Company recognizes revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and fees, taxes or other program-related costs are reflected in other operating expenses. The Company’s net operating revenues during the three and six months ended June 30, 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): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Medicare $ 819 $ 943 $ 1,708 $ 1,977 Medicaid 452 479 880 938 Managed Care and other third-party payors 1,993 2,110 4,019 4,227 Self-pay 38 30 72 109 Total $ 3,302 $ 3,562 $ 6,679 $ 7,251 Patient Accounts Receivable Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends. Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions. Final settlements for some payors and programs are subject to adjustment based on administrative review and audit by third parties. As a result of these final settlements, the Company has recorded amounts due to third-party payors of $129 million and $144 million as of June 30, 2019 and December 31, 2018, respectively, and these amounts are included in accrued liabilities-other in the accompanying condensed consolidated balance sheets. Amounts due from third-party payors were $136 million and $155 million as of June 30, 2019 and December 31, 2018, respectively, and are included in other current assets in the accompanying condensed consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2015. Charity Care In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. These charity care services are estimated to be $142 million and $115 million for the three months ended June 30, 2019 and 2018, respectively, and $284 million and $229 million for the six months ended June 30, 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 $ 18 million and $ 14 million during the three months ended June 30, 2019 and 2018, respectively, and $33 million and $28 million during the six months ended June 30, 2019 and 2018, respectively. The estimated cost of these charity care services was determined using a ratio of cost to gross charges and applying that ratio to the gross charges associated with providing care to charity patients for the period. 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 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. Our 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 Accounting Standards Update (“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 condensed 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 condensed consolidated statement of loss or condensed consolidated statement of cash flows for the six months ended June 30, 2019. The Company recorded approximately $673 million of operating lease liabilities and ROU assets on January 1, 2019 upon adoption of ASC 842, with no impact on accumulated deficit. Accounting for the Impairment or Disposal of Long-Lived Assets. During the six months ended June 30, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $71 million to reduce the carrying value of closed hospitals and certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Included in the carrying value of the hospital disposal groups at June 30, 2019 is a net allocation of approximately $68 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. The Company will continue to evaluate the potential for further impairment of the long-lived assets of underperforming hospitals as well as evaluate offers for potential sales. Based on such analysis, additional impairment charges may be recorded in the future. During the six months ended June 30, 2018, the Company recorded a total combined impairment charge and loss on disposal of approximately $202 million to reduce the carrying value of certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Included in the carrying value of the hospital disposal groups at June 30, 2018 is a net allocation of approximately $77 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. New Accounting Pronouncements . In August 2018, the FASB issued ASU 2018-15 to provide guidance on the accounting for implementation costs incurred in a cloud computing arrangement that is accounted for as a service contract. This ASU requires entities to account for such costs consistent with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations. |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Accounting for Stock-Based Compensation [Abstract] | |
Accounting for Stock-Based Compensation Disclosure | 2. ACCOUNTING FOR STOCK-BASED COMPENSATION Stock-based compensation awards have been granted under the Community Health Systems, Inc. Amended and Restated 2000 Stock Option and Award Plan, amended and restated as of March 20, 2013 (the “2000 Plan”), and the Community Health Systems, Inc. Amended and Restated 2009 Stock Option and Award Plan, which was amended and restated as of March 14, 2018 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 15, 2018 (the “2009 Plan”). The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the “IRC”), as well as stock options which did not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Prior to being amended in 2009, the 2000 Plan also allowed for the grant of phantom stock. Persons eligible to receive grants under the 2000 Plan included the Company’s directors, officers, employees and consultants. All options granted under the 2000 Plan were “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurred in one-third increments on each of the first three anniversaries of the award date . Options granted prior to 2005 had a 10 -year contractual term, options granted in 2005 through 2007 had an eight -year contractual term and options granted since 2008 had a 10 -year contractual term. Pursuant to the amendment and restatement of the 2000 Plan dated March 20, 2013, no further grants will be awarded under the 2000 Plan. The 2009 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the IRC and for the grant of stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Persons eligible to receive grants under the 2009 Plan include the Company’s directors, officers, employees and consultants. To date, all options granted under the 2009 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date . Options granted in 2011 or later have a 10 -year contractual term. As of June 30, 2019, 4,970,500 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): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Effect on loss before income taxes $ (3) $ (3) $ (6) $ (7) Effect on net loss $ (2) $ (2) $ (4) $ (4) At June 30, 2019, $19 million of unrecognized stock-based compensation expense related to outstanding unvested stock options, restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 26 months. Of that amount, $2 million related to outstanding unvested stock options was expected to be recognized over a weighted-average period of 32 months and $17 million related to outstanding unvested restricted stock and restricted stock units was expected to be recognized over a weighted-average period of 25 months. There were no modifications to awards during the three or six months ended June 30, 2019 and 2018. The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the three and six months ended June 30, 2019: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Expected volatility 67.5 % 68.4 % Expected dividends - - Expected term 6 years 5.6 years Risk-free interest rate 1.9 % 2.6 % In determining the expected term, the Company examined concentrations of option holdings and historical patterns of option exercises and forfeitures, as well as forward-looking factors, in an effort to determine if there were any discernable employee populations. From this analysis, the Company identified two primary employee populations, one consisting of certain senior executives and the other consisting of substantially all other recipients. The expected volatility rate was estimated based on historical volatility. In determining expected volatility, the Company also reviewed the market-based implied volatility of actively traded options of its common stock and determined that historical volatility utilized to estimate the expected volatility rate did not differ significantly from the implied volatility. The expected term computation is based on historical exercise and cancellation patterns and forward-looking factors, where present, for each population identified. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company adjusts the estimated forfeiture rate to its actual experience. Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of June 30, 2019, and changes during each of the three-month periods following December 31, 2018, were as follows (in millions, except share and per share data): Weighted- Aggregate Average Intrinsic Weighted- Remaining Value as of Average Contractual June 30, Shares Exercise Price Term 2019 Outstanding at December 31, 2018 624,938 $ 31.21 Granted 646,500 4.99 Exercised - - Forfeited and cancelled (92,301) 25.57 Outstanding at March 31, 2019 1,179,137 17.27 Granted 12,000 2.66 Exercised - - Forfeited and cancelled (30,834) 31.94 Outstanding at June 30, 2019 1,160,303 $ 16.73 6.2 years $ - Exercisable at June 30, 2019 501,803 $ 32.20 1.5 years $ - The weighted-average grant date fair value of stock options granted during the three and six months ended June 30, 2019 was $1.63 and $2.36 , respectively. No stock options were granted during the three and six months ended June 30, 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 ( $2.67 ) and the exercise price of the respective stock options) in the table above represents the amount that would have been received by the option holders had all option holders exercised their options on June 30, 2019. This amount changes based on the market value of the Company’s common stock. There were no options exercised during the three or six months ended June 30, 2019 and 2018. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options. The Company has also awarded restricted stock under the 2009 Plan to employees of certain subsidiaries. With respect to time-based vesting restricted stock that has been awarded under the 2009 Plan, the restrictions on these shares have generally lapsed in one-third increments on each of the first three anniversaries of the award date . In addition, certain of the restricted stock awards granted to the Company’s senior executives have contained performance objectives required to be met in addition to any time-based vesting requirements. If the applicable performance objectives are not attained, these awards will be forfeited in their entirety. For such performance-based awards granted prior to March 1, 2017, performance objectives were measured over a one -year period, and, provided the target performance objective was attained, restrictions lapsed in one-third increments on each of the first three anniversaries of the award date . For performance-based awards granted on or after March 1, 2017, the performance objectives have been measured cumulatively over a three -year period. With respect to performance-based awards granted on or after March 1, 2017, if the applicable target performance objective is met at the end of the three-year period, then the portion of the restricted stock award subject to such performance objective will vest in full on the third anniversary of the award date. Additionally, for these awards, based on the level of achievement for the applicable performance objective within the parameters specified in the award agreement, the number of shares to be issued in connection with the vesting of the award may be adjusted to decrease or increase the number of shares specified in the original award. Notwithstanding the above-mentioned performance objectives and vesting requirements, the restrictions with respect to restricted stock granted under the 2009 Plan may lapse earlier in the event of death, disability or termination of employment by the Company for any reason other than for cause of the holder of the restricted stock, or change in control of the Company. Restricted stock awards subject to performance objectives that have not yet been satisfied are not considered outstanding for purposes of determining earnings per share until the performance objectives have been satisfied. Restricted stock outstanding under the 2009 Plan as of June 30, 2019, and changes during each of the three-month periods following December 31, 2018, were as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2018 3,308,907 $ 7.00 Granted 1,958,000 4.97 Vested (983,986) 9.17 Forfeited (57,335) 6.37 Unvested at March 31, 2019 4,225,586 5.56 Granted 17,000 2.66 Vested (62,665) 8.52 Forfeited (19,334) 4.72 Unvested at June 30, 2019 4,160,587 5.51 Restricted stock units (“RSUs”) have been granted to the Company’s outside directors under the 2000 Plan and the 2009 Plan. On March 1, 2018, each of the Company’s outside directors received a grant under the 2009 Plan of 37,118 RSUs. On March 1, 2019, each of the Company’s outside directors received a grant under the 2009 Plan of 34,068 RSUs. Each of the 2018 and 2019 grants had a grant date fair value of approximately $170,000 . Vesting of these RSUs occurs in one-third increments on each of the first three anniversaries of the award date or upon the director’s earlier cessation of service on the board, other than for cause . RSUs outstanding under the 2009 Plan as of June 30, 2019, and changes during each of the three-month periods following December 31, 2018, were as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2018 397,906 $ 6.17 Granted 306,612 4.99 Vested (162,942) 7.42 Forfeited - - Unvested at March 31, 2019 541,576 5.13 Granted - - Vested - - Forfeited - - Unvested at June 30, 2019 541,576 5.13 |
Cost of Revenue
Cost of Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Cost of Revenue [Abstract] | |
Cost of Revenue Disclosure | 3. 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 $43 million for both of the three-month periods ended June 30, 2019 and 2018, and $86 million and $95 million for the six months ended June 30, 2019 and 2018, respectively. Included in these corporate office costs is stock-based compensation of $3 million for both of the three-month periods ended June 30, 2019 and 2018, and $6 million and $7 million for the six months ended June 30, 2019 and 2018, respectively. |
Use of Estimates
Use of Estimates | 6 Months Ended |
Jun. 30, 2019 | |
Use of Estimates [Abstract] | |
Use of Estimates Disclosure | 4. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2019 | |
Acquisitions and Divestitures [Abstract] | |
Acquisitions and Divestitures Disclosure | 5. ACQUISITIONS AND DIVESTITURES Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. Acquisition and integration expenses related to prospective and closed acquisitions included in other operating expenses on the condensed consolidated statements of loss were $2 million and less than $1 million for the three months ended June 30, 2019 and 2018, respectively, and $3 million and $1 million for the six months ended June 30, 2019 and 2018, respectively. During the six months ended June 30, 2019, one or more subsidiaries of the Company paid approximately $7 million to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. In connection with these acquisitions, during the six months ended June 30, 2019, the Company allocated approximately $4 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $3 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. 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 $5 million in assumed liabilities, for a total consideration of $7 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 current purchase price allocation relating to this acquisition, no goodwill has been recorded. Prior to the completion of the acquisition, the Company initiated a plan to sell this hospital and as such has classified this hospital as held for sale at June 30, 2019. Divestitures The following table provides a summary of hospitals that the Company divested during the six months ended June 30, 2019 and the year ended December 31, 2018: Licensed Hospital Buyer City, State Beds Effective Date 2019 Divestitures: 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 A discontinued operation in U.S. GAAP is a disposal that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Additional disclosures are required for significant components of the entity that are disposed of or are held for sale but do not qualify as discontinued operations. The divestitures above do not meet the criteria for reporting as discontinued operations and are included in continuing operations for the six months ended June 30, 2019 and 2018. The following table discloses amounts included in the condensed consolidated balance sheet for the hospitals classified as held for sale as of June 30, 2019 and December 31, 2018 (in millions): June 30, 2019 December 31, 2018 Other current assets $ 23 $ 21 Other assets, net 213 154 Accrued liabilities 28 44 Other Hospital Closures During the three months ended December 31, 2018, the Company completed the planned closure of Tennova – Physicians Regional Medical Center in Knoxville, Tennessee and Tennova – Lakeway Regional Medical Center in Morristown, Tennessee. The Company recorded an impairment charge of approximately $9 million during the six months ended June 30, 2019 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Taxes [Abstract] | |
Income Taxes Disclosure | 6. INCOME TAXES The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was approximately $1 million as of June 30, 2019. A total of approximately $1 million of interest and penalties is included in the amount of the liability for uncertain tax positions at June 30, 2019. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its condensed consolidated statements of loss as income tax expense. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities; however, the Company does not anticipate the change will have a material impact on the Company’s condensed consolidated results of operations or condensed consolidated financial position. The Company’s federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to the Company’s consolidated results of operations or consolidated financial position. The Company’s federal income tax returns for the 2014 and 2015 tax years remain under examination by the Internal Revenue Service. The Company believes the results of these examinations will not be material to its consolidated results of operations or consolidated financial position. The Company has extended the federal statute of limitations through December 31, 2020 for Community Health Systems, Inc. for the tax periods ended December 31, 2014 and 2015. The Company’s effective tax rates were 2.0% and 29.5% for the three months ended June 30, 2019 and 2018, respectively, and (1.2)% and 31.5% for the six months ended June 30, 2019 and 2018, respectively. The difference in the Company’s effective tax rate for the three and six months ended June 30, 2019, when compared to the three and six months ended June 30, 2018, was primarily due to the increase in valuation allowance recognized on IRC Section 163(j) interest carryforwards and the write-off of non-deductible goodwill. Cash paid for income taxes, net of refunds received, resulted in a net refund of $3 million and $9 million during the three months ended June 30, 2019 and 2018, respectively, and a net refund of $3 million and $9 million during the six months ended June 30, 2019 and 2018, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets Disclosure | 7. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the six months ended June 30, 2019 are as follows (in millions): Balance, as of December 31, 2018 Goodwill $ 7,373 Accumulated impairment losses (2,814) 4,559 Goodwill acquired as part of acquisitions during current year 3 Goodwill allocated to hospitals held for sale (68) Balance, as of June 30, 2019 Goodwill 7,308 Accumulated impairment losses (2,814) $ 4,494 Goodwill is allocated to each identified reporting unit, which is defined as an operating segment or one level below the operating segment (referred to as a component of the entity). Management has determined that the Company’s operating segments meet the criteria to be classified as reporting units. At June 30, 2019, the Company had approximately $ 4.5 billion of goodwill recorded. Goodwill is evaluated for impairment annually and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. During 2017, the Company early adopted ASU 2017-04, which allows a company to record a goodwill impairment when the reporting unit’s carrying value exceeds the fair value determined in step one. The Company performed its annual goodwill impairment evaluation during the fourth quarter of 2018 using the October 31, 2018 measurement date, which evaluation indicated no impairment. The next annual goodwill evaluation will be performed during the fourth quarter of 2019 with an October 31, 2019 measurement date, or sooner if the Company identifies certain indicators of impairment. The Company estimates the fair value of the related reporting units using both a discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium, in order to gain sufficient ownership to set policies, direct operations and control management decisions. While no impairment was indicated in the Company’s most recent annual goodwill evaluation as of the October 31, 2018 measurement date, the reduction in the Company’s fair value and the resulting goodwill impairment charges recorded in 2016 and 2017 reduced the carrying value of the Company’s hospital operations reporting unit to an amount equal to its estimated fair value. This increases the risk that future declines in fair value could result in goodwill impairment. The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock or fair value of long-term debt, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates, and costs of invested capital. Future estimates of fair value could be adversely affected if the actual outcome of one or more of these assumptions changes materially in the future, including further decline in the Company’s stock price or fair value of long-term debt, lower than expected hospital volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future. Intangible Assets No intangible assets other than goodwill were acquired during the six months ended June 30, 2019 . The gross carrying amount of the Company’s other intangible assets subject to amortization was $ 1 million at both June 30, 2019 and December 31, 2018, and the net carrying amount was less than $ 1 million at both June 30, 2019 and December 31, 2018. The carrying amount of the Company’s other intangible assets not subject to amortization was $64 million and $67 million at June 30, 2019 and December 31, 2018, respectively. Other intangible assets are included in other assets, net on the Company’s condensed consolidated balance sheets. Substantially all of the Company’s intangible assets are contract-based intangible assets related to operating licenses, management contracts, tradenames, or non-compete agreements entered into in connection with prior acquisitions. The w eight ed-average remaining amortization period for the intangible assets subject to amortization is approximately two years. There are no expected residual values related to these intangible assets. Amortization expense on these intangible assets was less than $1 million for both of the three-month periods ended June 30, 2019 and 2018, and less than $1 million and $1 million for the six months ended June 30, 2019 and 2018, respectively . Amortization expense on intangible assets is estimated to be less than $1 million for the remainder of 2019 and in 2020 through 2022 . The gross carrying amount of capitalized software for internal use was approximatel y $1.2 billion at both June 30, 2019 and December 31, 2018, and the net ca rrying amount was approximately $355 million at both June 30, 2019 and December 31, 2018. The estimated amortization period for capitalized internal-use software is generally three years, except for capitalized costs related to significant system conversions, which is generally eight to ten years. There is no expected residual value for capitalized internal-use software. At June 30, 2019, there was approximately $53 million of capitalized costs for internal-use software that is currently in the development stage and will begin amortization once the software project is complete and ready for its intended use. Amortization expense on capitalized internal-use software was $31 million and $34 million during the three months ended June 30, 2019 and 2018 , respectively, and $61 million and $70 million during the six months ended June 30, 2019 and 2018 , respectively . Amortization expense on capitalized internal-use software is estimated to be $60 million for the remainder of 2019, $118 million in 2020, $81 million in 2021, $46 million in 2022, $27 million in 2023, $15 million in 2024 and $8 million thereafter. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Disclosure | 8. EARNINGS PER SHARE The following table sets forth the components of the denominator for the computation of basic and diluted (loss) earnings per share attributable to Community Health Systems, Inc. common stockholders: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average number of shares outstanding — basic 113,862,097 112,837,944 113,561,523 112,566,230 Effect of dilutive securities: Restricted stock awards - - - - Employee stock options - - - - Other equity-based awards - - - - Weighted-average number of shares outstanding — diluted 113,862,097 112,837,944 113,561,523 112,566,230 The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the three and six-month periods ended June 30, 2019 and 2018, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income, the effect of restricted stock awards on the diluted shares calculation would have been an increase of 30,472 shares and 47,754 shares during the three months ended June 30, 2019 and 2018 , respectively, and 44,867 shares and 60,558 shares during the six months ended June 30, 2019 and 2018, respectively. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 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 4,020,947 1,792,512 3,908,725 1,856,431 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit Disclosure | 9. STOCKHOLDERS’ DEFICIT Authorized capital shares of the Company include 400,000,000 shares of capital stock consisting of 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. Each of the aforementioned classes of capital stock has a par value of $0.01 per share. Shares of preferred stock, none of which were outstanding as of June 30, 2019, may be issued in one or more series having such rights, preferences and other provisions as determined by the Board of Directors without approval by the holders of common stock. The Company is a holding company which operates through its subsidiaries. The Company’s Credit Facility and the indentures governing each series of its 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. With the exception of a special cash dividend of $0.25 per share paid by the Company in December 2012, historically, the Company has not paid any cash dividends. Subject to certain exceptions, the Company’s Credit Facility limits the ability of the Company’s subsidiaries to pay dividends and make distributions to the Company, and limits the Company’s ability to pay dividends and/or repurchase stock, to an amount not to exceed $100 million in the aggregate. The indentures governing each series of our outstanding notes also restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. As of June 30, 2019, under the most restrictive test in these agreements (and subject to certain exceptions), the Company has approximately $100 million available with which to pay permitted dividends and/or repurchase shares of stock or make other restricted payments. The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2019, and during each of the three-month periods following December 31, 2018 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2018 $ 504 $ 1 $ 2,017 $ (10) $ (3,543) $ 72 $ (1,463) Comprehensive income (loss) 9 - - - (118) 8 (110) Contributions from noncontrolling interests 1 - - - - - - Distributions to noncontrolling interests (19) - - - - (8) (8) Purchase of subsidiary shares from noncontrolling interests (1) - - - - - - Other reclassifications of noncontrolling interests (1) - - - - 1 1 Adjustment to redemption value of redeemable noncontrolling interests 12 - (12) - - - (12) Cancellation of restricted stock for tax withholdings on vested shares - - (1) - - - (1) Share-based compensation - - 3 - - - 3 Balance, March 31, 2019 505 1 2,007 (10) (3,661) 73 (1,590) Comprehensive income (loss) 14 - - 2 (167) 8 (157) Contributions from noncontrolling interests 1 - - - - - - Distributions to noncontrolling interests (22) - - - - (8) (8) Purchase of subsidiary shares from noncontrolling interests - - (1) - - - (1) Other reclassifications of noncontrolling interests (1) - (1) - - 1 - Adjustment to redemption value of redeemable noncontrolling interests 6 - (6) - - - (6) Share-based compensation - - 3 - - - 3 Balance, June 30, 2019 $ 503 $ 1 $ 2,002 $ (8) $ (3,828) $ 74 $ (1,759) The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2018, and during each of the three-month periods following December 31, 2017 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2017 $ 527 $ 1 $ 2,014 $ (21) $ (2,761) $ 75 $ (692) Comprehensive income (loss) 13 - - 17 (25) 6 (2) Adoption of new accounting standards - - - (12) 12 - - Distributions to noncontrolling interests (17) - - - - (6) (6) Purchase of subsidiary shares from noncontrolling interests (1) - (2) - - - (2) Other reclassifications of noncontrolling interests 1 - - - - (1) (1) Cancellation of restricted stock for tax withholdings on vested shares - - (2) - - - (2) Share-based compensation - - 4 - - - 4 Balance, March 31, 2018 523 1 2,014 (16) (2,774) 74 (701) Comprehensive income (loss) 8 - - 7 (110) 10 (93) Contributions from noncontrolling interests - - - - - 1 1 Distributions to noncontrolling interests (20) - - - - (9) (9) Purchase of subsidiary shares from noncontrolling interests (1) - (1) - - (1) (2) Other reclassifications of noncontrolling interests (1) - - - - 1 1 Adjustment to redemption value of redeemable noncontrolling interests 5 - (5) - - - (5) Cancellation of restricted stock for tax withholdings on vested shares - - 2 - - - 2 Share-based compensation - - 3 - - - 3 Balance, June 30, 2018 $ 514 $ 1 $ 2,013 $ (9) $ (2,884) $ 76 $ (803) The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ deficit (in millions): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss attributable to Community Health Systems, Inc. stockholders $ (167) $ (110) $ (285) $ (135) Transfers to the noncontrolling interests: Net decrease in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests (1) (1) (1) (3) Net transfers to the noncontrolling interests (1) (1) (1) (3) Change to Community Health Systems, Inc. stockholders’ deficit from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (168) $ (111) $ (286) $ (138) |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt [Abstract] | |
Long-Term Debt Disclosure | 10. LONG-TERM DEBT Long-term debt, net of unamortized debt issuance costs and discounts or premiums, consists of the following (in millions): June 30, December 31, 2019 2018 Credit Facility: Term H Loan $ - $ 1,622 Revolving Credit Facility - - 8% Senior Notes due 2019 155 155 7⅛% Senior Notes due 2020 121 121 5⅛% Senior Secured Notes due 2021 1,000 1,000 6⅞% Senior Notes due 2022 2,632 2,632 6¼% Senior Secured Notes due 2023 3,100 3,100 8⅝% Senior Secured Notes due 2024 1,033 1,033 8% Senior Secured Notes due 2026 1,601 - Junior-Priority Secured Notes due 2023 1,770 1,770 Junior-Priority Secured Notes due 2024 1,355 1,355 ABL Facility 723 698 Finance lease and financing obligations 225 231 Other 45 43 Less: Unamortized deferred debt issuance costs and note premium (161) (164) Total debt 13,599 13,596 Less: Current maturities (206) (204) Total long-term debt $ 13,393 $ 13,392 Credit Facility The Company’s wholly-owned subsidiary, CHS/Community Health Systems, Inc. (“CHS”), has senior secured financing under a credit facility with a syndicate of financial institutions led by Credit Suisse, as administrative agent and collateral agent (the “Credit Facility”), which at December 31, 2018 included (i) a revolving credit facility with commitments through January 27, 2021 of $425 million (the “Revolving Facility”), and (ii) a Term H facility due 2021 (the “Term H Facility). The Revolving Facility includes a subfacility for letters of credit. The loans under the Credit Facility bore interest on the outstanding unpaid principal amount at a rate equal to an applicable percentage plus, at CHS’ option, either (a) an Alternate Base Rate (as defined) determined by reference to the greater of (1) the Prime Rate (as defined) announced by Credit Suisse or (2) the NYFRB Rate (as defined) plus 0.50% or (3) the adjusted London Interbank Offered Rate (“LIBOR”) on such day for a three-month interest period commencing on the second business day after such day plus 1% or (b) LIBOR. In addition, the margin in respect of the Revolving Facility is subject to adjustment determined by reference to a leverage-based pricing grid. Based on the Company’s current leverage, loans in respect of the Revolving Facility currently accrue interest at a rate per annum equal to LIBOR plus 2.75% , in the case of LIBOR borrowings, and Alternate Base Rate plus 1.75% , in the case of Alternate Base Rate borrowings. Prior to the refinancing discussed below, the Term H Loan accrued interest at a rate per annum equal to LIBOR plus 3.25% , in the case of LIBOR borrowings, and Alternate Base Rate plus 2.25% , in the case of Alternate Base Rate borrowings. The Term H Loan was subject to a 1.00% LIBOR floor and a 2.00% Alternate Base Rate floor. The term loan facility was required to be prepaid in an amount equal to (1) 100% of the net cash proceeds of certain asset sales and dispositions by the Company and its subsidiaries, subject to certain exceptions and reinvestment rights (as further described below), (2) 100% of the net cash proceeds of issuances of certain debt obligations or receivables-based financing by the Company and its subsidiaries, subject to certain exceptions, and (3) 75% , subject to reduction to a lower percentage based on the Company’s first lien net leverage ratio (as defined in the Credit Facility generally as the ratio of first lien net debt on the date of determination to the Company’s consolidated EBITDA, as defined, for the four quarters most recently ended prior to such date), of excess cash flow (as defined) for any year, subject to certain exceptions. Voluntary prepayments and commitment reductions were permitted in whole or in part, without any premium or penalty, subject to minimum prepayment or reduction requirements. There were no scheduled principal amortization payments on the Term H Facility after December 31, 2018. The borrower under the Credit Facility is CHS. All of the obligations under the Credit Facility are unconditionally guaranteed by the Company and certain of its existing and subsequently acquired or organized domestic subsidiaries. All obligations under the Credit Facility and the related guarantees are secured by a perfected first priority lien or security interest in substantially all of the assets of the Company, CHS and each subsidiary guarantor, including equity interests held by the Company, CHS or any subsidiary guarantor, but excluding, among others, the equity interests of non-significant subsidiaries, syndication subsidiaries, securitization subsidiaries and joint venture subsidiaries, and subject to the ABL Facility. Such assets constitute substantially the same assets, subject to certain exceptions, that secure (i) on a first lien basis CHS’ obligations under the 5⅛% Senior Secured Notes, the 6¼% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior Secured Notes (in each case, as defined below) and (ii) on a junior-priority basis the 2023 Junior-Priority Notes and the 2024 Junior-Priority Notes (in each case, as defined below). CHS has agreed to pay letter of credit fees equal to the applicable percentage then in effect with respect to LIBOR borrowings under the Revolving Facility times the maximum aggregate amount available to be drawn under all letters of credit outstanding under the subfacility for letters of credit. The issuer of any letter of credit issued under the subfacility for letters of credit will also receive a customary fronting fee and other customary processing charges. CHS is obligated to pay commitment fees of 0.50% per annum (subject to adjustment based upon the Company’s leverage ratio) on the unused portion of the Revolving Facility. The Credit Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s and its subsidiaries’ ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) make capital expenditures, (7) engage in mergers, acquisitions and asset sales, (8) conduct transactions with affiliates, (9) alter the nature of the Company’s businesses, (10) grant certain guarantees with respect to physician practices, (11) engage in sale and leaseback transactions or (12) change the Company’s fiscal year. The Company is also required to comply with specified financial covenants (consisting of a first lien net debt to consolidated EBITDA leverage ratio) and various affirmative covenants. Under the Credit Facility, the first lien net debt to consolidated EBITDA ratio is calculated as the ratio of total first lien debt, less unrestricted cash and cash equivalents, to consolidated EBITDA, as defined in the Credit Facility. The calculation of consolidated EBITDA as defined in the Credit Facility is a trailing 12-month calculation that begins with net income attributable to the Company, with certain pro forma adjustments to consider the impact of material acquisitions or divestitures, and adjustments for interest, taxes, depreciation and amortization, net income attributable to noncontrolling interests, stock compensation expense, restructuring costs, and the financial impact of other non-cash or non-recurring items recorded during any such 12-month period. For the 12-month period ended June 30, 2019, the first lien net debt to consolidated EBITDA ratio financial covenant under the Credit Facility limited the ratio of first lien net debt to consolidated EBITDA, as defined, to less than or equal to 5.25 to 1.0. The Company was in compliance with all such covenants at June 30, 2019, with a first lien net debt to consolidated EBITDA ratio of approximately 4.96 to 1.0. Events of default under the Credit Facility include, but are not limited to, (1) CHS’ failure to pay principal, interest, fees or other amounts under the credit agreement when due (taking into account any applicable grace period), (2) any representation or warranty proving to have been materially incorrect when made, (3) covenant defaults subject, with respect to certain covenants, to an available cure, (4) bankruptcy and insolvency events, (5) a cross default to certain other debt, (6) certain undischarged judgments (not paid within an applicable grace period), (7) a change of control (as defined), (8) certain ERISA-related defaults and (9) the invalidity or impairment of specified security interests, guarantees or subordination provisions in favor of the administrative agent or lenders under the Credit Facility. As of June 30, 2019, the availability for additional borrowings under the Credit Facility, subject to certain limitations as set forth in the Credit Facility, was approximately $385 million pursuant to the Revolving Facility, of which no borrowings were outstanding. As of June 30, 2019, the Company had letters of credit issued, primarily in support of potential insurance-related claims and certain bonds, of approximately $ 148 million. CHS has the ability to amend the Credit Facility to provide for one or more tranches of term loans or increases in the Revolving Facility in an aggregate principal amount of up to $500 million. As of June 30, 2019, the weighted-average interest rate under the Credit Facility, excluding swaps, was 6.4% . On February 15, 2019, the Company and CHS entered into Amendment No. 1 (the “Agreement”), among the Company, CHS, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, to the Credit Facility. The Credit Facility was amended by the Agreement, with requisite covenant lender approval, to amend the first lien net debt to EBITDA ratio financial covenant and to reduce the extended revolving credit commitments to $385 million. The amended financial covenant provides for a maximum first lien net debt to EBITDA ratio of 5.00 to 1.0 from July 1, 2018 through December 31, 2018, 5.25 to 1.0 from January 1, 2019 through December 31, 2019, 5.00 to 1.00 from January 1, 2020 through June 30, 2020, 4.50 to 1.00 from July 1, 2020 through September 30, 2020, and 4.25 to 1.0 thereafter. In addition, CHS agreed pursuant to the Agreement to further restrict its ability to make restricted payments. The revolving credit commitments will terminate on January 27, 2021. The amended Credit Facility includes a 91-day springing maturity date applicable if more than $250 million in the aggregate principal amount of our 8% Senior Notes, 7 1 ⁄ 8 % Senior Notes, Term H Facility or refinancings thereof are scheduled to mature or similarly become due within 91 days of such date. On March 6, 2019, CHS completed a private offering of $1.601 billion aggregate principal amount of 8% Senior Secured Notes due March 15, 2026 (the “8% Senior Secured Notes”). The terms of the 8% Senior Secured Notes are discussed below. Using the proceeds from the offering, the Company repaid the outstanding balance owed under the Term H Loan and paid fees and expenses related to the offering. 8% Senior Notes due 2019 On November 22, 2011 , CHS completed a private offering of $1.0 billion aggregate principal amount of 8% Senior Notes due November 15, 2019 (the “8% Senior Notes”). The net proceeds from this issuance, together with available cash on hand, were used to finance the purchase of up to $1.0 billion aggregate principal amount of CHS’ then outstanding 8⅞% Senior Notes due 2015 and related fees and expenses. On March 21, 2012 , CHS completed an offering of an additional $1.0 billion aggregate principal amount of 8% Senior Notes, which were issued in a private placement (at a premium of 102.5% ). The net proceeds from this issuance were used to finance the purchase of approximately $850 million aggregate principal amount of CHS’ then outstanding 8⅞% Senior Notes due 2015, to pay related fees and expenses and for general corporate purposes. The 8% Senior Notes bear interest at 8% per annum, payable semiannually in arrears on May 15 and November 15. Interest on the 8% Senior Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. CHS is entitled, at its option, to redeem all or a portion of the 8% Senior Notes upon not less than 30 nor more than 60 days’ notice, at par, 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 8% Senior Notes, as a result of an exchange offer made by CHS, substantially all of the 8% Senior Notes issued in November 2011 and March 2012 were exchanged in May 2012 for new notes (the “8% Exchange Notes”) having terms substantially identical in all material respects to the 8% Senior Notes (except that the 8% Exchange Notes were issued under a registration statement pursuant to the Securities Act of 1933, as amended (the “1933 Act”)). References to the 8% Senior Notes shall also be deemed to include the 8% Exchange Notes unless the context provides otherwise. On June 22, 2018, CHS issued approximately $1.770 billion aggregate principal amount of new Junior-Priority Secured Notes due June 30, 2023 (the “2023 Junior-Priority Notes”) in exchange for the same amount of 8% Senior Notes. The terms of the 2023 Junior-Priority Notes are described below. Following this exchange, CHS had $155 million aggregate principal amount of 8% Senior Notes outstanding. 7⅛% Senior Notes due 2020 On July 18, 2012 , CHS completed a public offering of 7⅛% Senior Notes due July 15, 2020 (the “7⅛% Senior Notes”). The net proceeds from this issuance were used to finance the purchase or redemption of $934 million aggregate principal amount of CHS’ then outstanding 8⅞% Senior Notes due 2015, to pay for consents delivered in connection with a related tender offer, to pay related fees and expenses, and for general corporate purposes. The 7⅛% Senior Notes bear interest at 7.125% per annum, payable semiannually in arrears on July 15 and January 15. Interest on the 7⅛% Senior Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. CHS is entitled, at its option, to redeem all or a portion of the 7⅛% Senior Notes upon not less than 30 nor more than 60 days’ notice at par, 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). On June 22, 2018, CHS issued approximately $1.079 billion aggregate principal amount of new Junior-Priority Secured Notes due June 30, 2024 (the “2024 Junior-Priority Notes”) in exchange for the same amount of 7⅛% Senior Notes. The terms of the 2024 Junior-Priority Notes are described below. Following this exchange, CHS had $121 million aggregate principal amount of 7⅛% Senior Notes outstanding. 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”). The net proceeds from this issuance were used to finance the Company’s acquisition by merger of Health Management Associates (“HMA”). The 5⅛% Senior Secured Notes bear interest at 5.125% per annum, payable semiannually in arrears on February 1 and August 1. Interest on the 5⅛% Senior Secured Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 5⅛% Senior Secured Notes and the related guarantees are secured by (i) first-priority liens on the collateral (the “Non-ABL Priority Collateral”) that also secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 6¼% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior 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 the Credit Facility and the 6¼% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 5⅛% Senior Secured Notes. CHS is entitled, at its option, to redeem all or a portion of the 5⅛% Senior Secured Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price February 1, 2019 to January 31, 2020 101.281 % February 1, 2020 to January 31, 2021 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 5⅛% Senior Secured Notes, as a result of an exchange offer made by CHS, all of the 5⅛% Senior Secured Notes issued in January 2014 were exchanged in October 2014 for new notes (the “2021 Exchange Notes”) having terms substantially identical in all material respects to the 5⅛% Senior Secured Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 5⅛% Senior Secured Notes shall be deemed to be the 2021 Exchange Notes unless the context provides otherwise. 6⅞% Senior Notes due 2022 On January 27, 2014 , CHS completed a private offering of $3.0 billion aggregate principal amount of 6⅞% Senior Notes due February 1, 2022 (the “6⅞% Senior Notes”). The net proceeds from this issuance were used to finance the HMA merger. The 6⅞% Senior Notes bear interest at 6.875% per annum, payable semiannually in arrears on February 1 and August 1. Interest on the 6⅞% Senior Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. CHS is entitled, at its option, to redeem all or a portion of the 6⅞% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price February 1, 2019 to January 31, 2020 101.719 % February 1, 2020 to January 31, 2022 100.000 % Pursuant to a registration rights agreement entered into at the time of the issuance of the 6⅞% Senior Notes, as a result of an exchange offer made by CHS, all of the 6⅞% Senior Notes issued in January 2014 were exchanged in October 2014 for new notes (the “6⅞% Exchange Notes”) having terms substantially identical in all material respects to the 6⅞% Senior Notes (except that the exchange notes were issued under a registration statement pursuant to the 1933 Act). References to the 6⅞% Senior Notes shall be deemed to be the 6⅞% Exchange Notes unless the context provides otherwise. On June 22, 2018, CHS issued approximately $276 million aggregate principal amount of the 2024 Junior-Priority Notes in exchange for approximately $368 million of 6⅞% Senior Notes. Following this exchange, CHS had $2.632 billion aggregate principal amount of 6⅞% Senior Notes outstanding. 6¼% Senior Secured Notes due 2023 On March 16, 2017, CHS completed a public offering of $2.2 billion aggregate principal amount of 6¼% Senior Secured Notes due March 31, 2023 (the “6¼% Senior Secured Notes”). The net proceeds from this issuance were used to finance the purchase or redemption of $700 million aggregate principal amount of CHS’ then outstanding 2018 Senior Secured Notes and related fees and expenses, and the repayment of $1.445 billion of the Term F Facility. On May 12, 2017, CHS completed a tack-on offering of $900 million aggregate principal amount of 6¼% Senior Secured Notes, increasing the total aggregate principal amount of 6¼% Senior Secured Notes 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 issued on March 16, 2017. The 6¼% Senior Secured Notes bear interest at 6.250% per annum, payable semiannually in arrears on March 31 and September 30. Interest on the 6¼% Senior Secured Notes accrues from the date of original issuance. Interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. The 6¼% Senior Secured Notes and the related guarantees are secured by (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5⅛% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior Secured Notes and (ii) second-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 the Credit Facility and the 5⅛% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 6¼% Senior Secured Notes. CHS is entitled, at its option, to redeem all or a portion of the 6¼% Senior Secured Notes 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 redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 6¼% Senior Secured Notes. In addition, CHS may redeem up to 40% of the aggregate principal amount of the 6¼% Senior Secured Notes 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 redeemed, plus accrued and unpaid interest, if any. CHS may redeem some or all of the 6¼% Senior Secured Notes 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 due 2023 On June 22, 2018 , CHS completed a private offering of $1.770 billion aggregate principal amount of the 2023 Junior-Priority Notes in exchange for the same amount of 8% Senior Notes. The 2023 Junior-Priority Notes bear interest at (i) 11% per annum from June 22, 2018 to, but excluding, June 22, 2019 and (ii) 9⅞% per annum from June 22, 2019 until maturity, payable semiannually in arrears on June 30 and December 31. The 2023 Junior-Priority Notes and the related guarantees are secured by (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5⅛% Senior Secured Notes, the 6¼% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior 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 the Credit Facility, the 5⅛% Senior Secured Notes, the 6¼% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 2023 Junior-Priority Notes. Prior to June 30, 2020, CHS may redeem some or all of the 2023 Junior-Priority Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 2023 Junior-Priority Notes. In addition, at any time prior to June 30, 2020, CHS may redeem up to 40% of the aggregate principal amount of the 2023 Junior-Priority Notes with the proceeds of certain equity offerings at 109.875% , plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. A fter June 30, 2020, CHS is entitled, at its option, to redeem all or a portion of the 2023 Junior-Priority Notes 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 due 2024 On June 22, 2018 , CHS completed a private offering of $1.355 billion aggregate principal amount of the 2024 Junior-Priority Notes in exchange for approximately $1.079 billion of 7⅛% Senior Notes and approximately $368 million of 6⅞% Senior Notes. The 2024 Junior-Priority Notes bear interest at a rate of 8⅛% per annum, payable semiannually in arrears on June 30 and December 31. The 2024 Junior-Priority Notes and the related guarantees are secured by (i) second-priority liens on the Non-ABL Priority Collateral that secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5⅛% Senior Secured Notes, the 6¼% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior 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 the Credit Facility, the 5⅛% Senior Secured Notes, the 6¼% Senior Secured Notes, the 8⅝% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 2024 Junior-Priority Notes. Prior to June 30, 2021, CHS may redeem some or all of the 2024 Junior-Priority Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 2024 Junior-Priority Notes. In addition, at any time prior to June 30, 2021, CHS may redeem up to 40% of the aggregate principal amount of the 2024 Junior-Priority Notes with the proceeds of certain equity offerings at 108.125% , plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. A fter June 30, 2021, CHS is entitled, at its option, to redeem all or a portion of the 2024 Junior-Priority Notes 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 2023 Junior-Priority Notes and 2024 Junior-Priority Notes also prohibit CHS from purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring any outstanding 8% Senior Notes and 7⅛% Senior Notes with: (a) cash or cash equivalents on hand as of the consummation of the 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 the date that is 60 days prior to the relevant maturity dates of such 8% Senior Notes and 7⅛% Senior Notes , as applicable. 8⅝% Senior Secured Notes due 2024 On July 6, 2018 , CHS completed a private offering of $1.033 billion aggregate principal amount of 8⅝% Senior Secured Notes due January 15, 2024 (the “8⅝% Senior Secured Notes”). The terms of the 8⅝% Senior Secured Notes are governed by an indenture, dated as of July 6, 2018, among CHS, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee and Credit Suisse AG, as collateral agent. The 8⅝% Senior Secured Notes bear interest at a rate of 8⅝% per year payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2019. The notes are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS᾿ senior secured credit facilities, CHS᾿ ABL facility, any capital market debt securities of CHS (including CHS᾿ outstanding senior notes) and certain other long-term debt of CHS. The 8⅝% Senior Secured Notes and the related guarantees are secured by (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis the Credit Facility (subject to certain exceptions), the 5⅛% Senior Secured Notes, the 6¼% Senior Secured Notes and the 8% Senior Secured Notes and (ii) second-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 the Credit Facility and the 5⅛% Senior Secured Notes, the 6¼% Senior Secured Notes and the 8% Senior Secured Notes), in each case subject to permitted liens described in the indenture governing the 8⅝% Senior Secured Notes. Prior to January 15, 2021, CHS may redeem some or all of the 8⅝% Senior Secured Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 8⅝% Senior Secured Notes. 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 with the proceeds of certain equity offerings at 108.625% , plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. A fter January 15, 2021, CHS is entitled, at its option, to redeem all or a portion of the 8⅝% Senior Secured Notes upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price January 15, 2021 to January 14, 2022 104.313 % January 15, 2022 to January 14, 2023 102.156 % January 15, 2023 to January 14, 2024 100.000 % 8% Senior Secured Notes due 2026 On March 6, 2019 , CHS completed a private offering of $1.601 billion aggregate principal amount of the 8% Senior Secured Notes. The terms of the 8% Senior Secured Notes are governed by an indenture, dated as of March 6, 2019, among CHS, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee and Credit Suisse AG, as collateral agent. The 8% Senior Secured Notes bear interest at a rate of 8% per year payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2019. The notes are unconditionally guaranteed on a senior-prio |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments Disclosure | 11. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments has been estimated by the Company using available market information as of June 30, 2019 and December 31, 2018, and valuation methodologies considered appropriate. The estimates presented in the table below are not necessarily indicative of amounts the Company could realize in a current market exchange (in millions): June 30, 2019 December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 207 $ 207 $ 196 $ 196 Investments in equity securities 136 136 137 137 Available-for-sale securities 99 99 93 93 Trading securities 12 12 11 11 Liabilities: Contingent Value Right - - - - Credit Facility - - 1,602 1,564 8% Senior Notes due 2019 155 152 155 146 7⅛% Senior Notes due 2020 121 112 121 100 5⅛% Senior Secured Notes due 2021 986 988 984 934 6⅞% Senior Notes due 2022 2,599 1,773 2,593 1,175 6¼% Senior Secured Notes due 2023 3,071 2,990 3,067 2,819 8⅝% Senior Secured Notes due 2024 1,022 1,039 1,021 1,025 8% Senior Secured Notes due 2026 1,572 1,544 - - Junior-Priority Secured Notes due 2023 1,752 1,442 1,750 1,380 Junior-Priority Secured Notes due 2024 1,339 1,017 1,338 976 ABL Facility and other debt 763 763 734 734 The carrying value of the Company’s long-term debt in the above table is presented net of unamortized deferred debt issuance costs. The estimated fair value is determined using the methodologies discussed below in accordance with accounting standards related to the determination of fair value based on the U.S. GAAP fair value hierarchy as discussed in Note 12 . The estimated fair value for financial instruments with a fair value that does not equal its carrying value is considered a Level 1 valuation. The Company utilizes the market approach and obtains indicative pricing from the administrative agent to the Credit Facility to determine fair values or through publicly available subscription services such as Bloomberg where relevant. Cash and cash equivalents. The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months). Investments in equity securities. Estimated fair value is based on closing price as quoted in public markets. Prior to the adoption of ASU 2016-01 on January 1, 2018, such investments were classified as either available-for-sale or trading securities. Available-for-sale securities. Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Contingent Value Right . Estimated fair value is based on the closing price as quoted on the public market where the CVR is traded. Credit Facility. Estimated fair value is based on publicly available trading activity and supported with information from the Company’s bankers regarding relevant pricing for trading activity among the Company’s lending institutions. 8% Senior Notes due 2019. Estimated fair value is based on the closing market price for these notes. 7⅛% Senior Notes due 2020. Estimated fair value is based on the closing market price for these notes. 5⅛% Senior Secured Notes due 2021. Estimated fair value is based on the closing market price for these notes. 6⅞% Senior Notes due 2022. Estimated fair value is based on the closing market price for these notes. 6¼% Senior Secured Notes due 2023. Estimated fair value is based on the closing market price for these notes. 8⅝% Senior Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. 8% Senior Secured Notes due 2026. Estimated fair value is based on the closing market price for these notes. Junior-Priority Secured Notes due 2023 . Estimated fair value is based on the closing market price for these notes. Junior-Priority Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. ABL Facility and other debt. The carrying amount of the ABL Facility and all other debt approximates fair value due to the nature of these obligations. Interest rate swaps. The fair value of interest rate swap agreements is the amount at which they could be settled, based on estimates calculated by the Company using a discounted cash flow analysis based on observable market inputs and validated by comparison to estimates obtained from the counterparty. The Company incorporates credit valuation adjustments (“CVAs”) to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. The Company assesses the effectiveness of its hedge instruments on a quarterly basis. For the six months ended June 30, 2019 and 2018, the Company completed an assessment of the cash flow hedge instruments and determined the hedges to be highly effective. The Company has also determined that the ineffective portion of the hedges do not have a material effect on the Company’s condensed consolidated financial position, operations or cash flows. The counterparties to the interest rate swap agreements expose the Company to credit risk in the event of nonperformance by such counterparties. However, at June 30, 2019, the Company does not anticipate nonperformance by these counterparties. The Company does not hold or issue derivative financial instruments for trading purposes. Interest rate swaps consisted of the following at June 30, 2019: Asset (Liability) Notional Amount Fair Value Swap # (in millions) Fixed Interest Rate Termination Date (in millions) 1 $ 200 2.515 % August 30, 2019 $ - 2 200 2.613 % August 30, 2019 - 3 300 2.892 % August 30, 2020 (3) The Company is exposed to certain risks relating to its ongoing business operations. The risk managed by using derivative instruments is interest rate risk. Companies are required to recognize all derivative instruments as either assets or liabilities at fair value in the condensed consolidated statement of financial position. The Company designates its interest rate swaps as cash flow hedges. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Assuming no change in interest rates in effect as of June 30, 2019, approximately $2 million of interest income resulting from the spread between the fixed and floating rates defined in each interest rate swap agreement will be recognized during the next 12 months. If interest rate swaps do not remain highly effective as a cash flow hedge, the derivatives’ gains or losses resulting from the change in fair value reported through OCI will be reclassified into earnings. The following tabular disclosure provides the amount of pre-tax (loss) gain recognized as a component of OCI during the three and six months ended June 30, 2019 and 2018 (in millions): Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) Derivatives in Cash Flow Hedging Three Months Ended June 30, Six Months Ended June 30, Relationships 2019 2018 2019 2018 Interest rate swaps $ (1) $ 6 $ (3) $ 23 The following tabular disclosure provides the location of the effective portion of the pre-tax loss (gain) reclassified from accumulated other comprehensive loss (“AOCL”) into interest expense on the condensed consolidated statements of loss during the three and six months ended June 30, 2019 and 2018 (in millions): Amount of Pre-Tax Loss (Gain) Reclassified from AOCL into Income (Effective Portion) Location of Loss (Gain) Reclassified from Three Months Ended June 30, Six Months Ended June 30, AOCL into Income (Effective Portion) 2019 2018 2019 2018 Interest expense, net $ - $ 2 $ (1) $ 7 The fair values of derivative instruments in the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 were as follows (in millions): Asset Derivatives Liability Derivatives June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Balance Balance Balance Balance Sheet Sheet Sheet Sheet Location Fair Value Location Fair Value Location Fair Value Location Fair Value Derivatives designated as Other Other Other Other hedging assets, assets, long-term long-term instruments net $ - net $ 3 liabilities $ 3 liabilities $ 2 |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value [Abstract] | |
Fair Value Disclosure | 12. FAIR VALUE Fair Value Hierarchy Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company utilizes the U.S. GAAP fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumption about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The inputs used to measure fair value are classified into the following fair value hierarchy: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 includes values determined using pricing models, discounted cash flow methodologies, or similar techniques reflecting the Company’s own assumptions. In instances where the determination of the fair value hierarchy measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment of factors specific to the asset or liability. Transfers between levels within the fair value hierarchy are recognized by the Company on the date of the change in circumstances that requires such transfer. There were no transfers between levels during the six-month periods ended June 30, 2019 or June 30, 2018. The following table sets forth, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in millions): June 30, 2019 Level 1 Level 2 Level 3 Investments in equity securities $ 136 $ 136 $ - $ - Available-for-sale securities 99 - 99 - Trading securities 12 - 12 - Fair value of interest rate swap agreements - - - - Total assets $ 247 $ 136 $ 111 $ - Fair value of interest rate swap agreements $ 3 $ - $ 3 $ - Total liabilities $ 3 $ - $ 3 $ - December 31, 2018 Level 1 Level 2 Level 3 Investments in equity securities $ 137 $ 137 $ - $ - Available-for-sale securities 93 - 93 - Trading securities 11 - 11 - Fair value of interest rate swap agreements 3 - 3 - Total assets $ 244 $ 137 $ 107 $ - Contingent Value Right (CVR) $ - $ - $ - $ - Fair value of interest rate swap agreements 2 - 2 - Total liabilities $ 2 $ - $ 2 $ - Investments in Equity Securities, Available-for-sale 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 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. Contingent Value Right (CVR) The CVRs represented the estimate of the fair value for the contingent consideration paid to HMA shareholders as part of the HMA merger. The CVRs were listed on the Nasdaq and the valuation of the CVRs was based on the quoted trading price for the CVRs on the last day of the period. Changes in the estimated fair value of the CVRs were recorded through the condensed consolidated statements of loss. In January 2019, the CVRs were terminated and removed from listing with Nasdaq after the determination that no amount was payable under the CVR agreement. Fair Value of Interest Rate Swap Agreements The valuation of the Company’s interest rate swap agreements is determined using market valuation techniques, including discounted cash flow analysis on the expected cash flows of each agreement. This analysis reflects the contractual terms of the agreement, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The fair value of interest rate swap agreements are determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates based on observable market forward interest rate curves and the notional amount being hedged. The Company incorporates CVAs to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. The CVA on the Company’s interest rate swap agreements had an immaterial effect on the fair value of the related asset or liability at June 30, 2019 and December 31, 2018. The majority of the inputs used to value the Company’s interest rate swap agreements, including the forward interest rate curves and market perceptions of the Company’s credit risk used in the CVAs, are observable inputs available to a market participant. As a result, the Company has determined that the interest rate swap valuations are classified in Level 2 of the fair value hierarchy. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases Disclosure | 13. LEASES The Company utilizes operating and finance leases for the use of certain hospitals, medical office buildings, and medical equipment. All lease agreements generally require the Company to pay maintenance, repairs, property taxes and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. Such costs are not included in the determination of the ROU asset or lease liability. Variable lease cost also includes escalating rent payments that are not fixed at commencement but are based on an index that is determined in future periods over the lease term based on changes in the Consumer Price Index or other measure of cost inflation. Most leases include one or more options to renew the lease at the end of the initial term, with renewal terms that generally extend the lease at the then market rate of rental payment. Certain leases also include an option to buy the underlying asset at or a short time prior to the termination of the lease. All such options are at the Company’s discretion and are evaluated at the commencement of the lease, with only those that are reasonably certain of exercise included in determining the appropriate lease term. The components of lease cost and rent expense for the three and six months ended June 30, 2019 are as follows (in millions): Three Months Ended Six Months Ended Lease Cost June 30, 2019 June 30, 2019 Operating lease cost: Operating lease cost $ 48 $ 95 Short-term rent expense 27 59 Variable lease cost 7 10 Sublease income (1) (2) Total operating lease cost $ 81 $ 162 Finance lease cost: Amortization of right-of-use assets $ 3 $ 6 Interest on finance lease liabilities 2 4 Total finance lease cost $ 5 $ 10 Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification June 30, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 603 Finance Leases: Finance Lease ROU Assets Property and equipment 184 Accumulated amortization Accumulated depreciation and amortization (59) Current finance lease liabilities Current maturities of long-term debt 8 Long-term finance lease liabilities Long-term debt 118 Supplemental cash flow and other information related to leases as of and for the six months ended June 30, 2019 are as follows (dollars in millions): Six Months Ended Other information June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 78 Operating cash flows from finance leases 4 Financing cash flows from finance leases 5 Right-of-use assets obtained in exchange for new finance lease liabilities 1 Right-of-use assets obtained in exchange for new operating lease liabilities 47 Weighted-average remaining lease term: Operating leases 6 years Finance leases 20 years Weighted-average discount rate: Operating leases 9.3 % Finance leases 5.7 % On December 22, 2016, the Company completed the sale and leaseback of ten medical office buildings for net proceeds of $159 million to HCP, Inc. The buildings, with a combined total of 756,183 square feet, are located in five states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Because of the Company’s continuing involvement in these leased buildings, the transaction did not qualify for sale treatment and the related leases have been recorded as financing obligations in the Company’s condensed consolidated balance sheet at December 31, 2018. Upon adoption of ASC 842 on January 1, 2019, the Company reevaluated the classification of these financing arrangements utilizing the new accounting requirements for sale-leasebacks in ASC 842, concluding that these financing arrangements continue to not qualify for sale treatment and therefore should continue to be classified as financing obligations. At June 30, 2019, six of these financing obligations remain outstanding and are included in the table below, with the other four medical office buildings having been divested in conjunction with the sale of the related hospital entity. Commitments relating to noncancellable operating and finance leases and financing obligations for each of the next five years and thereafter are as follows (in millions): Financing Year Ending December 31, Operating Finance Obligations 2019 (remaining six months) $ 104 $ 7 $ 4 2020 165 13 7 2021 123 11 7 2022 100 10 7 2023 80 16 7 Thereafter 243 166 120 Total minimum future payments 815 223 152 Less: Imputed interest (203) (97) (51) Total liabilities 612 126 101 Less: Current portion (133) (8) (3) Long-term liabilities $ 479 $ 118 $ 98 As previously disclosed in our 2018 Annual Report on Form 10-K, which followed the lease accounting prior to adoption of ASC 842, future commitments relating to noncancellable operating and capital leases and financing obligations for the five years and period thereafter as of December 31, 2018 were as follows (in millions): Financing Year Ending December 31, Operating (1) Capital Obligations 2019 $ 188 $ 12 $ 12 2020 157 10 9 2021 121 8 10 2022 98 7 10 2023 79 14 10 Thereafter 234 121 106 Total minimum future payments $ 877 172 157 Less: Imputed interest (80) (18) Total capital lease and financing obligations - 92 139 Less: Current portion (8) (5) Long-term capital lease and financing obligations - $ 84 $ 134 (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future, which are considered immaterial. As of June 30, 2019, there were approximately $14 million of assets underlying approved but pending leases that have not yet commenced, primarily for medical equipment. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2019 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans Disclosure | 14. EMPLOYEE BENEFIT PLANS The Company provides an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain members of its executive management. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for its net periodic costs for the SERP. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations and net periodic cost in future periods. Benefits expense under the SERP was $2 million for both of the three-month periods ended June 30, 2019 and 2018, and $3 million and $4 million during the six months ended June 30, 2019 and 2018, respectively . The accrued benefit liability for the SERP totaled $69 million and $66 million at June 30, 2019 and December 31, 2018, respectively, and is included in other long-term liabilities on the condensed consolidated balance sheets. The weighted-average assumptions used in determining net periodic cost for the six months ended June 30, 2019 and June 30, 2018 were a discount rate of 4.2% and 3.4% , respectively, and an annual salary increase of 3.0% and 2.0% , respectively. The Company had equity investment securities in a rabbi trust generally designated to pay benefits of the SERP in the amounts of $80 million and $74 million at June 30, 2019 and December 31, 2018, respectively. These amounts are included in other assets, net on the condensed consolidated balance sheets. During 2018, certain members of executive management of the Company that were participants in the SERP retired and met the requirements for payout of their SERP retirement benefit. The SERP payout provisions require payment to the participant in an actuarially determined lump sum amount six months after the participant retires from the Company. Such amounts were paid out of the rabbi trust. As required by the pension accounting rules in U.S. GAAP, t he Company recognized a loss of $1 million during the six months ended June 30, 2018 . There was no settlement loss during the six months ended June 30, 2019. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Contingencies [Abstract] | |
Contingencies Disclosure | 15. CO NTINGENCIES The Company is a party to various legal, regulatory and governmental proceedings incidental to its business. Based on current knowledge, management does not believe that loss contingencies arising from pending legal, regulatory and governmental matters, including the matters described herein, will have a material adverse effect on the condensed consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending legal, regulatory and governmental matters, some of which are beyond the Company’s control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period. With respect to all legal, regulatory and governmental proceedings, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the possible loss or range of loss. However, the Company is unable to estimate a possible loss or range of loss in some instances based on the significant uncertainties involved in, and/or the preliminary nature of, certain legal, regulatory and governmental matters. In connection with the spin-off of Quorum Health Corporation (“QHC”), the Company agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to April 29, 2016, the closing date of the spin-off, including (i) certain claims and proceedings that were known to be outstanding at or prior to the consummation of the spin-off and involved multiple facilities and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to QHC’s healthcare facilities prior to the closing date of the spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by the Company, including professional liability and employer practices. Notwithstanding the foregoing, the Company is not required to indemnify QHC in respect of any claims or proceedings arising out of or related to the business operations of Quorum Health Resources, LLC at any time or QHC’s compliance with the corporate integrity agreement. Subsequent to the spin-off of QHC, the Office of the Inspector General provided the Company with written assurance that it would look solely at QHC for compliance for its facilities under the Company’s Corporate Integrity Agreement; however, the Office of the Inspector General declined to enter into a separate corporate integrity agreement with QHC. Probable Contingencies Becker v. Community Health Systems, Inc. d/b/a Community Health Systems Professional Services Corporation d/b/a Community Health Systems d/b/a Community Health Systems PSC, Inc. d/b/a Rockwood Clinic P.S. and Rockwood Clinic, P.S. (Superior Court, Spokane, Washington). This suit was filed on February 29, 2012, by a former chief financial officer at Rockwood Clinic in Spokane, Washington. Becker claims he was wrongfully terminated for allegedly refusing to certify a budget for Rockwood Clinic in 2012. On February 29, 2012, he also filed an administrative complaint with the Department of Labor, Occupational Safety and Health Administration alleging that he is a whistleblower under Sarbanes-Oxley, which was dismissed by the agency and was appealed to an administrative law judge for a hearing that occurred on January 19-26, 2016. In a decision dated November 9, 2016, the law judge awarded Becker approximately $1.9 million for front pay, back pay and emotional damages with attorney fees to be later determined. The Company has appealed the award to the Administrative Review Board and is awaiting its decision. At a hearing on July 27, 2012, the trial court dismissed Community Health Systems, Inc. from the state case and subsequently certified the state case for an interlocutory appeal of the denial to dismiss his employer and the management company. The appellate court accepted the interlocutory appeal, and it was argued on April 30, 2014. On August 14, 2014, the court denied the Company’s appeal. On October 20, 2014, the Company filed a petition to review the denial with the Washington Supreme Court. The appeal was accepted and oral argument was heard on June 9, 2015. On September 15, 2015, the court denied the Company’s appeal and remanded to the trial court; a previous trial setting of September 12, 2016 has been vacated and not reset. The Company continues to vigorously defend these actions. The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the six months ended June 30, 2019, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. Summary of Recorded Amounts Probable Contingencies Balance as of December 31, 2018 $ 19 Expense 3 Reserve for insured claim - Cash payments (5) Balance as of June 30, 2019 $ 17 In accordance with applicable accounting guidance, the Company establishes a liability for litigation, regulatory and governmental matters for which, based on information currently available, the Company believes that a negative outcome is known or is probable and the amount of the loss is reasonably estimable. For all such matters (whether or not discussed in this contingencies footnote), such amounts have been recorded in other accrued liabilities on the condensed consolidated balance sheet and are included in the table above. Due to the uncertainties and difficulty in predicting the ultimate resolution of these contingencies, the actual amount could differ from the estimated amount reflected as a liability on the condensed consolidated balance sheet. In the aggregate, attorneys’ fees and other costs incurred but not included in the table above related to probable contingencies, totaled $2 million and less than $1 million for the three month ended June 30, 2019 and 2018, respectively, and $4 million and $1 million for the six month ended June 30, 2019 and 2018, respectively, and are included in other operating expenses in the accompanying condensed consolidated statements of loss. Matters for which an Outcome Cannot be Assessed For the following legal matter, due to the uncertainties surrounding the ultimate outcome of the case, the Company cannot at this time assess what the outcome may be and is further unable to determine any estimate of loss or range of loss. Class Action Shareholder Federal Securities Cases . Three purported class action cases have been filed in the United States District Court for the Middle District of Tennessee; namely, Norfolk County Retirement System v. Community Health Systems, Inc., et al., filed May 9, 2011; De Zheng v. Community Health Systems, Inc., et al., filed May 12, 2011; and Minneapolis Firefighters Relief Association v. Community Health Systems, Inc., et al., filed June 21, 2011. All three seek class certification on behalf of purchasers of the Company’s common stock between July 27, 2006 and April 11, 2011 and allege that misleading statements resulted in artificially inflated prices for the Company’s common stock. In December 2011, the cases were consolidated for pretrial purposes and NYC Funds and its counsel were selected as lead plaintiffs/lead plaintiffs’ counsel. In lieu of ruling on the Company’s motion to dismiss, the court permitted the plaintiffs to file a first amended consolidated class action complaint, which was filed on October 5, 2015. The Company’s motion to dismiss was filed on November 4, 2015 and oral argument was held on April 11, 2016. The Company’s motion to dismiss was granted on June 16, 2016 and on June 27, 2016, the plaintiffs filed a notice of appeal to the Sixth Circuit Court of Appeals. The matter was heard on May 3, 2017. On December 13, 2017, the Sixth Circuit reversed the trial court’s dismissal of the case and remanded it to the District Court. The Company filed a renewed partial motion to dismiss on February 9, 2018, which was denied by the District Court on September 24, 2018. The Company also filed a petition for a writ of certiorari to the United States Supreme Court on April 18, 2018 seeking review of the Sixth Circuit’s decision. The United States Supreme Court denied the petition for a writ of certiorari on October 1, 2018. The District Court granted the Plaintiff’s motion for class certification on July 26, 2019. The Company believes this consolidated matter is without merit and will vigorously defend this case. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events Disclosure | 16. SUBSEQUENT EVENTS On August 1, 2019, one or more subsidiaries of the Company sold Tennova Healthcare - Lebanon ( 245 licensed beds) in Lebanon, Tennessee, and its associated assets to a subsidiary of Vanderbilt University Medical Center pursuant to the terms of a definitive agreement which was entered into on March 29, 2019. On August 1, 2019, one or more subsidiaries of the Company sold College Station Medical Center ( 167 licensed beds) in College Station, Texas, and its associated assets to a subsidiary of St. Joseph Regional Health Center pursuant to the terms of a definitive agreement which was entered into on May 23, 2019. On August 1, 2019, one or more subsidiaries of the Company sold a 50% ownership interest in Merit Health Madison ( 67 licensed beds) and its associated healthcare businesses in Canton, Mississippi to HMC Madison, Inc., a Mississippi corporation owned by the Healthier Mississippi Collaborative, which is a non-profit company affiliated with the University of Mississippi Medical Center, pursuant to the terms of a definitive agreement which was entered into on July 2, 2019. |
Supplemental Condensed Consolid
Supplemental Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Condensed Consolidating Financial Information Disclosure | 17. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Senior Notes due 2019, 2020 and 2022, which are senior unsecured obligations of CHS, the 5⅛% Senior Secured Notes due 2021, and the 6¼% Senior Secured Notes due 2023 (collectively, “the Notes”) are guaranteed on a senior basis by the Company and by certain of its existing and subsequently acquired or organized 100 % owned domestic subsidiaries. In addition, equity interests held by the Company in non-guarantor subsidiaries have been pledged as collateral under the Notes, except for equity interests held in three hospitals owned jointly with a non-profit, health organization. The Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor’s capital stock is sold, or a sale of all of the subsidiary guarantor’s assets used in operations. The following condensed consolidating financial statements present Community Health Systems, Inc. (as parent guarantor), CHS (as the issuer), the subsidiary guarantors, the subsidiary non-guarantors and eliminations. These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The accounting policies used in the preparation of this financial information are consistent with those elsewhere in the condensed consolidated financial statements of the Company, except as noted below: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets. • Cash flows from intercompany transactions are presented in cash flows from financing activities, as changes in intercompany balances with affiliates, net. • Income tax expense is allocated from the parent guarantor to the income producing operations (other guarantors and non-guarantors) and the issuer through stockholders’ deficit. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. • Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances. The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the ABL Facility and Receivables Facility that are further discussed in Note 10. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Amounts for prior periods have been revised to reflect the status of guarantors and non-guarantors as of June 30, 2019. Condensed Consolidating Statement of Loss Three Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ 1 $ 2,010 $ 1,291 $ - $ 3,302 Operating costs and expenses: Salaries and benefits - - 766 722 - 1,488 Supplies - - 351 188 - 539 Other operating expenses - 22 592 279 - 893 Government and other legal settlements and related costs - - 4 - - 4 Lease cost and rent - - 43 38 - 81 Depreciation and amortization - - 93 60 - 153 Impairment and (gain) loss on sale of businesses, net - (2) 21 14 - 33 Total operating costs and expenses - 20 1,870 1,301 - 3,191 (Loss) income from operations - (19) 140 (10) - 111 Interest expense, net - 157 127 (19) - 265 Equity in earnings of unconsolidated affiliates 167 (7) 12 - (177) (5) (Loss) income before income taxes (167) (169) 1 9 177 (149) (Benefit from) provision for income taxes - (2) (2) 1 - (3) Net (loss) income (167) (167) 3 8 177 (146) Less: Net income attributable to noncontrolling interests - - - 21 - 21 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (167) $ (167) $ 3 $ (13) $ 177 $ (167) Condensed Consolidating Statement of Loss Three Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ (2) $ 2,182 $ 1,382 $ - $ 3,562 Operating costs and expenses: Salaries and benefits - - 833 784 - 1,617 Supplies - - 388 204 - 592 Other operating expenses - - 577 302 - 879 Government and other legal settlements and related costs - - 1 - - 1 Lease cost and rent - - 44 41 - 85 Depreciation and amortization - - 113 64 - 177 Impairment and (gain) loss on sale of businesses, net - 14 4 156 - 174 Total operating costs and expenses - 14 1,960 1,551 - 3,525 (Loss) income from operations - (16) 222 (169) - 37 Interest expense, net - 98 145 (8) - 235 (Gain) loss from early extinguishment of debt - (65) 1 - - (64) Equity in earnings of unconsolidated affiliates 110 116 192 - (423) (5) Loss before income taxes (110) (165) (116) (161) 423 (129) (Benefit from) provision for income taxes - (55) 4 13 - (38) Net loss (110) (110) (120) (174) 423 (91) Less: Net income attributable to noncontrolling interests - - - 19 - 19 Net loss attributable to Community Health Systems, Inc. stockholders $ (110) $ (110) $ (120) $ (193) $ 423 $ (110) Condensed Consolidating Statement of Loss Six Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ 44 $ 4,083 $ 2,552 $ - $ 6,679 Operating costs and expenses: Salaries and benefits - - 1,567 1,463 - 3,030 Supplies - - 724 373 - 1,097 Other operating expenses - 22 1,122 560 - 1,704 Government and other legal settlements and related costs - - 9 - - 9 Lease cost and rent - - 84 78 - 162 Depreciation and amortization - - 186 119 - 305 Impairment and (gain) loss on sale of businesses, net - (2) 45 28 - 71 Total operating costs and expenses - 20 3,737 2,621 - 6,378 Income (loss) from operations - 24 346 (69) - 301 Interest expense, net - 296 263 (37) - 522 Loss from early extinguishment of debt - 31 - - - 31 Equity in earnings of unconsolidated affiliates 285 (9) 90 - (375) (9) Loss before income taxes (285) (294) (7) (32) 375 (243) (Benefit from) provision for income taxes - (9) (4) 16 - 3 Net loss (285) (285) (3) (48) 375 (246) Less: Net income attributable to noncontrolling interests - - - 39 - 39 Net loss attributable to Community Health Systems, Inc. stockholders $ (285) $ (285) $ (3) $ (87) $ 375 $ (285) Condensed Consolidating Statement of Loss Six Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ (8) $ 4,467 $ 2,792 $ - $ 7,251 Operating costs and expenses: Salaries and benefits - - 1,680 1,585 - 3,265 Supplies - - 793 415 - 1,208 Other operating expenses - - 1,184 605 - 1,789 Government and other legal settlements and related costs - - 7 - - 7 Electronic health records incentive reimbursement - - - (1) - (1) Lease cost and rent - - 90 83 - 173 Depreciation and amortization - - 229 129 - 358 Impairment and (gain) loss on sale of businesses, net - 14 20 168 - 202 Total operating costs and expenses - 14 4,003 2,984 - 7,001 Loss from operations - (22) 464 (192) - 250 Interest expense, net - 189 288 (13) - 464 (Gain) loss from early extinguishment of debt - (61) 2 - - (59) Equity in earnings of unconsolidated affiliates 135 82 214 - (443) (12) Loss from income taxes (135) (232) (40) (179) 443 (143) (Benefit from) provision for income taxes - (97) 48 4 - (45) Net loss (135) (135) (88) (183) 443 (98) Less: Net income attributable to noncontrolling interests - - - 37 - 37 Net loss attributable to Community Health Systems, Inc. stockholders $ (135) $ (135) $ (88) $ (220) $ 443 $ (135) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net (loss) income $ (167) $ (167) $ 3 $ 8 $ 177 $ (146) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax - - - - - - Net change in fair value of available-for-sale securities, net of tax 2 2 2 - (4) 2 Amortization and recognition of unrecognized pension cost components, net of tax - - - - - - Other comprehensive income (loss) 2 2 2 - (4) 2 Comprehensive (loss) income (165) (165) 5 8 173 (144) Less: Comprehensive income attributable to noncontrolling interests - - - 21 - 21 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (165) $ (165) $ 5 $ (13) $ 173 $ (165) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (110) $ (110) $ (120) $ (174) $ 423 $ (91) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 7 7 - - (7) 7 Net change in fair value of available-for-sale securities, net of tax (1) (1) (1) - 2 (1) Amortization and recognition of unrecognized pension cost components, net of tax 1 1 1 - (2) 1 Other comprehensive income 7 7 - - (7) 7 Comprehensive loss (103) (103) (120) (174) 416 (84) Less: Comprehensive income attributable to noncontrolling interests - - - 19 - 19 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (103) $ (103) $ (120) $ (193) $ 416 $ (103) Condensed Consolidating Statement of Comprehensive Loss Six Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (285) $ (285) $ (3) $ (48) $ 375 $ (246) Other comprehensive (loss) income, net of income taxes: Net change in fair value of interest rate swaps, net of tax (2) (2) - - 2 (2) Net change in fair value of available-for-sale securities, net of tax 4 4 4 - (8) 4 Amortization and recognition of unrecognized pension cost components, net of tax - - - - - - Other comprehensive income 2 2 4 - (6) 2 Comprehensive (loss) income (283) (283) 1 (48) 369 (244) Less: Comprehensive income attributable to noncontrolling interests - - - 39 - 39 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (283) $ (283) $ 1 $ (87) $ 369 $ (283) Condensed Consolidating Statement of Comprehensive Loss Six Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (135) $ (135) $ (88) $ (183) $ 443 $ (98) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 25 25 - - (25) 25 Net change in fair value of available-for-sale securities, net of tax (2) (2) (2) - 4 (2) Amortization and recognition of unrecognized pension cost components, net of tax 1 1 1 - (2) 1 Other comprehensive income (loss) 24 24 (1) - (23) 24 Comprehensive loss (111) (111) (89) (183) 420 (74) Less: Comprehensive income attributable to noncontrolling interests - - - 37 - 37 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (111) $ (111) $ (89) $ (220) $ 420 $ (111) Condensed Consolidating Balance Sheet June 30, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 163 $ 44 $ - $ 207 Patient accounts receivable - - 1,949 407 - 2,356 Supplies - - 241 137 - 378 Prepaid income taxes - - - - - - Prepaid expenses and taxes - - 128 49 - 177 Other current assets - - 112 254 - 366 Total current assets - - 2,593 891 - 3,484 Intercompany receivable - 12,552 4,791 6,161 (23,504) - Property and equipment, net - - 3,802 2,132 - 5,934 Goodwill - - 2,692 1,802 - 4,494 Deferred income taxes 57 - - - - 57 Other assets, net - - 1,255 908 - 2,163 Net investment in subsidiaries - 22,182 11,867 - (34,049) - Total assets $ 57 $ 34,734 $ 27,000 $ 11,894 $ (57,553) $ 16,132 LIABILITIES AND DEFICIT Current liabilities: Current maturities of long-term debt $ - $ 155 $ 26 $ 25 $ - $ 206 Current operating lease liabilities - - 72 61 - 133 Accounts payable - - 507 305 - 812 Accrued interest - 388 - - - 388 Accrued liabilities - 1 522 441 - 964 Total current liabilities - 544 1,127 832 - 2,503 Long-term debt - 13,173 144 76 - 13,393 Intercompany payable 1,863 22,762 24,639 11,759 (61,023) - Deferred income taxes 26 - - - - 26 Long-term operating lease liabilities - - 234 245 - 479 Other long-term liabilities 1 3 720 263 - 987 Total liabilities 1,890 36,482 26,864 13,175 (61,023) 17,388 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 503 - 503 Deficit: Community Health Systems, Inc. stockholders’ deficit: Common stock 1 - - - - 1 Additional paid-in capital 2,002 (393) 161 (586) 818 2,002 Accumulated other comprehensive loss (8) (8) (10) - 18 (8) (Accumulated deficit) retained earnings (3,828) (1,347) (15) (1,272) 2,634 (3,828) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,833) (1,748) 136 (1,858) 3,470 (1,833) Noncontrolling interests in equity of consolidated subsidiaries - - - 74 - 74 Total (deficit) equity (1,833) (1,748) 136 (1,784) 3,470 (1,759) Total liabilities and deficit $ 57 $ 34,734 $ 27,000 $ 11,894 $ (57,553) $ 16,132 Condensed Consolidating Balance Sheet December 31, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 135 $ 61 $ - $ 196 Patient accounts receivable - - 1,974 378 - 2,352 Supplies - - 262 140 - 402 Prepaid income taxes 3 - - - - 3 Prepaid expenses and taxes - - 132 64 - 196 Other current assets - - 132 268 - 400 Total current assets 3 - 2,635 911 - 3,549 Intercompany receivable - 12,696 4,895 6,314 (23,905) - Property and equipment, net - - 3,994 2,145 - 6,139 Goodwill - - 2,760 1,799 - 4,559 Deferred income taxes 69 - - - - 69 Other assets, net - 25 958 560 - 1,543 Net investment in subsidiaries - 21,642 11,617 - (33,259) - Total assets $ 72 $ 34,363 $ 26,859 $ 11,729 $ (57,164) $ 15,859 LIABILITIES AND DEFICIT Current liabilities: Current maturities of long-term debt $ - $ 155 $ 22 $ 27 $ - $ 204 Accounts payable - - 595 292 - 887 Accrued interest - 206 - - - 206 Accrued liabilities - - 638 457 - 1,095 Total current liabilities - 361 1,255 776 - 2,392 Long-term debt - 13,167 147 78 - 13,392 Intercompany payable 1,572 22,299 24,599 11,796 (60,266) - Deferred income taxes 26 - - - - 26 Other long-term liabilities 9 2 714 283 - 1,008 Total liabilities 1,607 35,829 26,715 12,933 (60,266) 16,818 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 504 - 504 Deficit: Community Health Systems, Inc. stockholders’ deficit: Common stock 1 - - - - 1 Additional paid-in capital 2,017 (329) 162 (565) 732 2,017 Accumulated other comprehensive loss (10) (10) (5) (9) 24 (10) (Accumulated deficit) retained earnings (3,543) (1,127) (13) (1,206) 2,346 (3,543) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,535) (1,466) 144 (1,780) 3,102 (1,535) Noncontrolling interests in equity of consolidated subsidiaries - - - 72 - 72 Total (deficit) equity (1,535) (1,466) 144 (1,708) 3,102 (1,463) Total liabilities and deficit $ 72 $ 34,363 $ 26,859 $ 11,729 $ (57,164) $ 15,859 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 4 $ (67) $ 210 $ 118 $ - $ 265 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (6) (7) - (13) Purchases of property and equipment - - (176) (36) - (212) Proceeds from disposition of hospitals and other ancillary operations - 18 135 8 - 161 Proceeds from sale of property and equipment - - - 1 - 1 Purchases of available-for-sale securities and equity securities - - (15) (24) - (39) Proceeds from sales of available-for-sale securities and equity securities - - 25 27 - 52 Increase in other investments - - (63) (34) - (97) Net cash provided by (used in) investing activities - 18 (100) (65) - (147) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (28) - - - (28) Proceeds from noncontrolling investors in joint ventures - - - 2 - 2 Redemption of noncontrolling investments in joint ventures - - - (2) - (2) Distributions to noncontrolling investors in joint ventures - - - (57) - (57) Changes in intercompany balances with affiliates, net (3) 94 (82) (9) - - Borrowings under credit agreements - - 23 - - 23 Issuance of long-term debt - 2,034 - - - 2,034 Proceeds from ABL facility - 25 - - - 25 Repayments of long-term indebtedness - (2,076) (23) (4) - (2,103) Net cash (used in) provided by financing activities (4) 49 (82) (70) - (107) Net change in cash and cash equivalents - - 28 (17) - 11 Cash and cash equivalents at beginning of period - - 135 61 - 196 Cash and cash equivalents at end of period $ - $ - $ 163 $ 44 $ - $ 207 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 37 $ (228) $ 94 $ 191 $ - $ 94 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (3) (7) - (10) Purchases of property and equipment - - (213) (82) - (295) Proceeds from disposition of hospitals and other ancillary operations - - 12 76 - 88 Proceeds from sale of property and equipment - - 1 3 - 4 Purchases of available-for-sale securities and equity securities - - (25) (13) - (38) Proceeds from sales of available-for-sale securities and equity securities - - 50 13 - 63 Increase in other investments - - (24) (29) - (53) Net cash used in investing activities - - (202) (39) - (241) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (54) - - - (54) Proceeds from noncontrolling investors in joint ventures - - - 1 - 1 Redemption of noncontrolling investments in joint ventures - - - (6) - (6) Distributions to noncontrolling investors in joint ventures - - - (52) - (52) Changes in intercompany balances with affiliates, net (36) (186) 315 (93) - - Borrowings under credit agreements - - 22 4 - 26 Issuance of long-term debt - - - - - - Proceeds from ABL facility - 538 49 - - 587 Repayments of long-term indebtedness - (70) (636) (3) - (709) Net cash (used in) provided by financing activities (37) 228 (250) (149) - (208) Net change in cash and cash equivalents - - (358) 3 - (355) Cash and cash equivalents at beginning of period - - 471 92 - 563 Cash and cash equivalents at end of period $ - $ - $ 113 $ 95 $ - $ 208 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Accounting, Policy | The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of June 30, 2019 and December 31, 2018 and for the three-month and six-month periods ended June 30, 2019 and 2018, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. All intercompany transactions and balances have been eliminated. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. Certain information and disclosures normally included in the notes to condensed consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2018, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2019 (“2018 Form 10-K”). |
Consolidation, Policy | Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity on the condensed consolidated balance sheets to distinguish between the interests of the Parent Company and the interests of the noncontrolling owners. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the condensed consolidated balance sheets. Throughout these notes to the condensed consolidated financial statements, Community Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of Community Health Systems, Inc. |
Revenue Recognition, Policy | Revenue Recognition. On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, upon the Company’s adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore is included as a reduction to net operating revenues. 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. Other than these changes in presentation on the consolidated statement of operations, the adoption of ASC 606 did not have a material impact on the consolidated results of operations for the year ended December 31, 2018 or the six months ended June 30, 2019, and the Company does not expect it to have a material impact on its consolidated results of operations on a prospective basis. As part of the adoption of ASC 606, the Company elected two of the available practical expedients provided for in the standard. First, the Company does not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, the Company expenses all incremental customer contract acquisition costs as incurred because such costs are not material and would be amortized over a period less than one year. |
Net Operating Revenues, Policy | Net Operating Revenues Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During the year ended December 31, 2018 and the three and six months ended June 30, 2019, the impact of changes to the inputs used to determine the transaction price was considered immaterial to the current period. Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the Centers for Medicare & Medicaid Services (“CMS”) and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, the Company recognizes revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and fees, taxes or other program-related costs are reflected in other operating expenses. The Company’s net operating revenues during the three and six months ended June 30, 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): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Medicare $ 819 $ 943 $ 1,708 $ 1,977 Medicaid 452 479 880 938 Managed Care and other third-party payors 1,993 2,110 4,019 4,227 Self-pay 38 30 72 109 Total $ 3,302 $ 3,562 $ 6,679 $ 7,251 |
Patient Accounts Receivable. Policy | Patient Accounts Receivable Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends. Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions. Final settlements for some payors and programs are subject to adjustment based on administrative review and audit by third parties. As a result of these final settlements, the Company has recorded amounts due to third-party payors of $129 million and $144 million as of June 30, 2019 and December 31, 2018, respectively, and these amounts are included in accrued liabilities-other in the accompanying condensed consolidated balance sheets. Amounts due from third-party payors were $136 million and $155 million as of June 30, 2019 and December 31, 2018, respectively, and are included in other current assets in the accompanying condensed consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2015. |
Charity Care, Policy | Charity Care In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. These charity care services are estimated to be $142 million and $115 million for the three months ended June 30, 2019 and 2018, respectively, and $284 million and $229 million for the six months ended June 30, 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 $ 18 million and $ 14 million during the three months ended June 30, 2019 and 2018, respectively, and $33 million and $28 million during the six months ended June 30, 2019 and 2018, respectively. The estimated cost of these charity care services was determined using a ratio of cost to gross charges and applying that ratio to the gross charges associated with providing care to charity patients for the period. |
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 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. Our 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 Accounting Standards Update (“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 condensed 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 condensed consolidated statement of loss or condensed consolidated statement of cash flows for the six months ended June 30, 2019. The Company recorded approximately $673 million of operating lease liabilities and ROU assets on January 1, 2019 upon adoption of ASC 842, with no impact on accumulated deficit. |
Accounting for the Impairment or Disposal of Long-Lived Assets, Policy | Accounting for the Impairment or Disposal of Long-Lived Assets. During the six months ended June 30, 2019, the Company recorded a total combined impairment charge and loss on disposal of approximately $71 million to reduce the carrying value of closed hospitals and certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Included in the carrying value of the hospital disposal groups at June 30, 2019 is a net allocation of approximately $68 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. The Company will continue to evaluate the potential for further impairment of the long-lived assets of underperforming hospitals as well as evaluate offers for potential sales. Based on such analysis, additional impairment charges may be recorded in the future. During the six months ended June 30, 2018, the Company recorded a total combined impairment charge and loss on disposal of approximately $202 million to reduce the carrying value of certain hospitals that have been deemed held for sale based on the difference between the carrying value of the hospital disposal groups compared to estimated fair value less costs to sell. Included in the carrying value of the hospital disposal groups at June 30, 2018 is a net allocation of approximately $77 million of goodwill allocated from the hospital operations reporting unit goodwill based on a calculation of the disposal groups’ relative fair value compared to the total reporting unit. |
New Accounting Pronouncements, Policy | New Accounting Pronouncements . In August 2018, the FASB issued ASU 2018-15 to provide guidance on the accounting for implementation costs incurred in a cloud computing arrangement that is accounted for as a service contract. This ASU requires entities to account for such costs consistent with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
Acquisitions and Divestitures [Abstract] | |
Acquisitions Policy | Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments, Policy | June 30, 2019 December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 207 $ 207 $ 196 $ 196 Investments in equity securities 136 136 137 137 Available-for-sale securities 99 99 93 93 Trading securities 12 12 11 11 Liabilities: Contingent Value Right - - - - Credit Facility - - 1,602 1,564 8% Senior Notes due 2019 155 152 155 146 7⅛% Senior Notes due 2020 121 112 121 100 5⅛% Senior Secured Notes due 2021 986 988 984 934 6⅞% Senior Notes due 2022 2,599 1,773 2,593 1,175 6¼% Senior Secured Notes due 2023 3,071 2,990 3,067 2,819 8⅝% Senior Secured Notes due 2024 1,022 1,039 1,021 1,025 8% Senior Secured Notes due 2026 1,572 1,544 - - Junior-Priority Secured Notes due 2023 1,752 1,442 1,750 1,380 Junior-Priority Secured Notes due 2024 1,339 1,017 1,338 976 ABL Facility and other debt 763 763 734 734 The carrying value of the Company’s long-term debt in the above table is presented net of unamortized deferred debt issuance costs. The estimated fair value is determined using the methodologies discussed below in accordance with accounting standards related to the determination of fair value based on the U.S. GAAP fair value hierarchy as discussed in Note 12 . The estimated fair value for financial instruments with a fair value that does not equal its carrying value is considered a Level 1 valuation. The Company utilizes the market approach and obtains indicative pricing from the administrative agent to the Credit Facility to determine fair values or through publicly available subscription services such as Bloomberg where relevant. Cash and cash equivalents. The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months). Investments in equity securities. Estimated fair value is based on closing price as quoted in public markets. Prior to the adoption of ASU 2016-01 on January 1, 2018, such investments were classified as either available-for-sale or trading securities. Available-for-sale securities. Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Contingent Value Right . Estimated fair value is based on the closing price as quoted on the public market where the CVR is traded. Credit Facility. Estimated fair value is based on publicly available trading activity and supported with information from the Company’s bankers regarding relevant pricing for trading activity among the Company’s lending institutions. 8% Senior Notes due 2019. Estimated fair value is based on the closing market price for these notes. 7⅛% Senior Notes due 2020. Estimated fair value is based on the closing market price for these notes. 5⅛% Senior Secured Notes due 2021. Estimated fair value is based on the closing market price for these notes. 6⅞% Senior Notes due 2022. Estimated fair value is based on the closing market price for these notes. 6¼% Senior Secured Notes due 2023. Estimated fair value is based on the closing market price for these notes. 8⅝% Senior Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. 8% Senior Secured Notes due 2026. Estimated fair value is based on the closing market price for these notes. Junior-Priority Secured Notes due 2023 . Estimated fair value is based on the closing market price for these notes. Junior-Priority Secured Notes due 2024. Estimated fair value is based on the closing market price for these notes. ABL Facility and other debt. The carrying amount of the ABL Facility and all other debt approximates fair value due to the nature of these obligations. Interest rate swaps. The fair value of interest rate swap agreements is the amount at which they could be settled, based on estimates calculated by the Company using a discounted cash flow analysis based on observable market inputs and validated by comparison to estimates obtained from the counterparty. The Company incorporates credit valuation adjustments (“CVAs”) to appropriately reflect both its own nonperformance or credit risk and the respective counterparty’s nonperformance or credit risk in the fair value measurements. In adjusting the fair value of its interest rate swap agreements for the effect of nonperformance or credit risk, the Company has considered the impact of any netting features included in the agreements. |
Fair Value (Policy)
Fair Value (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value [Abstract] | |
Fair Value Measurement, Policy | Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company utilizes the U.S. GAAP fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumption about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The inputs used to measure fair value are classified into the following fair value hierarchy: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 includes values determined using pricing models, discounted cash flow methodologies, or similar techniques reflecting the Company’s own assumptions. In instances where the determination of the fair value hierarchy measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment of factors specific to the asset or liability. Transfers between levels within the fair value hierarchy are recognized by the Company on the date of the change in circumstances that requires such transfer. There were no transfers between levels during the six-month periods ended June 30, 2019 or June 30, 2018. |
Supplemental Condensed Consol_2
Supplemental Condensed Consolidating Financial Information (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Guarantor Financial Information Policy | The accounting policies used in the preparation of this financial information are consistent with those elsewhere in the condensed consolidated financial statements of the Company, except as noted below: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets. • Cash flows from intercompany transactions are presented in cash flows from financing activities, as changes in intercompany balances with affiliates, net. • Income tax expense is allocated from the parent guarantor to the income producing operations (other guarantors and non-guarantors) and the issuer through stockholders’ deficit. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. • Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances. The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the ABL Facility and Receivables Facility that are further discussed in Note 10. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation. From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors. Amounts for prior periods have been revised to reflect the status of guarantors and non-guarantors as of June 30, 2019. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of Net Operating Revenues | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Medicare $ 819 $ 943 $ 1,708 $ 1,977 Medicaid 452 479 880 938 Managed Care and other third-party payors 1,993 2,110 4,019 4,227 Self-pay 38 30 72 109 Total $ 3,302 $ 3,562 $ 6,679 $ 7,251 |
Accounting for Stock-Based Co_2
Accounting for Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting for Stock-Based Compensation [Abstract] | |
Schedule of Share-based Compensation Expense | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Effect on loss before income taxes $ (3) $ (3) $ (6) $ (7) Effect on net loss $ (2) $ (2) $ (4) $ (4) |
Schedule of Share-based Payment Awards, Stock Options, Valuation Assumptions | Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Expected volatility 67.5 % 68.4 % Expected dividends - - Expected term 6 years 5.6 years Risk-free interest rate 1.9 % 2.6 % |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted- Aggregate Average Intrinsic Weighted- Remaining Value as of Average Contractual June 30, Shares Exercise Price Term 2019 Outstanding at December 31, 2018 624,938 $ 31.21 Granted 646,500 4.99 Exercised - - Forfeited and cancelled (92,301) 25.57 Outstanding at March 31, 2019 1,179,137 17.27 Granted 12,000 2.66 Exercised - - Forfeited and cancelled (30,834) 31.94 Outstanding at June 30, 2019 1,160,303 $ 16.73 6.2 years $ - Exercisable at June 30, 2019 501,803 $ 32.20 1.5 years $ - |
Schedule of Share-based Compensation, Restricted Stock, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2018 3,308,907 $ 7.00 Granted 1,958,000 4.97 Vested (983,986) 9.17 Forfeited (57,335) 6.37 Unvested at March 31, 2019 4,225,586 5.56 Granted 17,000 2.66 Vested (62,665) 8.52 Forfeited (19,334) 4.72 Unvested at June 30, 2019 4,160,587 5.51 |
Schedule of Share-based Compensation, Restricted Stock Units, Activity | Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2018 397,906 $ 6.17 Granted 306,612 4.99 Vested (162,942) 7.42 Forfeited - - Unvested at March 31, 2019 541,576 5.13 Granted - - Vested - - Forfeited - - Unvested at June 30, 2019 541,576 5.13 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Acquisitions and Divestitures [Abstract] | |
Schedule of Divestitures | Licensed Hospital Buyer City, State Beds Effective Date 2019 Divestitures: 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 | June 30, 2019 December 31, 2018 Other current assets $ 23 $ 21 Other assets, net 213 154 Accrued liabilities 28 44 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | Balance, as of December 31, 2018 Goodwill $ 7,373 Accumulated impairment losses (2,814) 4,559 Goodwill acquired as part of acquisitions during current year 3 Goodwill allocated to hospitals held for sale (68) Balance, as of June 30, 2019 Goodwill 7,308 Accumulated impairment losses (2,814) $ 4,494 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average number of shares outstanding — basic 113,862,097 112,837,944 113,561,523 112,566,230 Effect of dilutive securities: Restricted stock awards - - - - Employee stock options - - - - Other equity-based awards - - - - Weighted-average number of shares outstanding — diluted 113,862,097 112,837,944 113,561,523 112,566,230 |
Schedule of Antidilutive Securities | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 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 4,020,947 1,792,512 3,908,725 1,856,431 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Deficit [Abstract] | |
Schedule of Stockholders' Deficit | The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2019, and during each of the three-month periods following December 31, 2018 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2018 $ 504 $ 1 $ 2,017 $ (10) $ (3,543) $ 72 $ (1,463) Comprehensive income (loss) 9 - - - (118) 8 (110) Contributions from noncontrolling interests 1 - - - - - - Distributions to noncontrolling interests (19) - - - - (8) (8) Purchase of subsidiary shares from noncontrolling interests (1) - - - - - - Other reclassifications of noncontrolling interests (1) - - - - 1 1 Adjustment to redemption value of redeemable noncontrolling interests 12 - (12) - - - (12) Cancellation of restricted stock for tax withholdings on vested shares - - (1) - - - (1) Share-based compensation - - 3 - - - 3 Balance, March 31, 2019 505 1 2,007 (10) (3,661) 73 (1,590) Comprehensive income (loss) 14 - - 2 (167) 8 (157) Contributions from noncontrolling interests 1 - - - - - - Distributions to noncontrolling interests (22) - - - - (8) (8) Purchase of subsidiary shares from noncontrolling interests - - (1) - - - (1) Other reclassifications of noncontrolling interests (1) - (1) - - 1 - Adjustment to redemption value of redeemable noncontrolling interests 6 - (6) - - - (6) Share-based compensation - - 3 - - - 3 Balance, June 30, 2019 $ 503 $ 1 $ 2,002 $ (8) $ (3,828) $ 74 $ (1,759) The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests as of June 30, 2018, and during each of the three-month periods following December 31, 2017 (in millions): Community Health Systems, Inc. Stockholders Redeemable Noncontrolling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Stockholders’ Deficit Balance, December 31, 2017 $ 527 $ 1 $ 2,014 $ (21) $ (2,761) $ 75 $ (692) Comprehensive income (loss) 13 - - 17 (25) 6 (2) Adoption of new accounting standards - - - (12) 12 - - Distributions to noncontrolling interests (17) - - - - (6) (6) Purchase of subsidiary shares from noncontrolling interests (1) - (2) - - - (2) Other reclassifications of noncontrolling interests 1 - - - - (1) (1) Cancellation of restricted stock for tax withholdings on vested shares - - (2) - - - (2) Share-based compensation - - 4 - - - 4 Balance, March 31, 2018 523 1 2,014 (16) (2,774) 74 (701) Comprehensive income (loss) 8 - - 7 (110) 10 (93) Contributions from noncontrolling interests - - - - - 1 1 Distributions to noncontrolling interests (20) - - - - (9) (9) Purchase of subsidiary shares from noncontrolling interests (1) - (1) - - (1) (2) Other reclassifications of noncontrolling interests (1) - - - - 1 1 Adjustment to redemption value of redeemable noncontrolling interests 5 - (5) - - - (5) Cancellation of restricted stock for tax withholdings on vested shares - - 2 - - - 2 Share-based compensation - - 3 - - - 3 Balance, June 30, 2018 $ 514 $ 1 $ 2,013 $ (9) $ (2,884) $ 76 $ (803) |
Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss attributable to Community Health Systems, Inc. stockholders $ (167) $ (110) $ (285) $ (135) Transfers to the noncontrolling interests: Net decrease in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests (1) (1) (1) (3) Net transfers to the noncontrolling interests (1) (1) (1) (3) Change to Community Health Systems, Inc. stockholders’ deficit from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (168) $ (111) $ (286) $ (138) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument [Line Items] | |
Schedule of Debt | June 30, December 31, 2019 2018 Credit Facility: Term H Loan $ - $ 1,622 Revolving Credit Facility - - 8% Senior Notes due 2019 155 155 7⅛% Senior Notes due 2020 121 121 5⅛% Senior Secured Notes due 2021 1,000 1,000 6⅞% Senior Notes due 2022 2,632 2,632 6¼% Senior Secured Notes due 2023 3,100 3,100 8⅝% Senior Secured Notes due 2024 1,033 1,033 8% Senior Secured Notes due 2026 1,601 - Junior-Priority Secured Notes due 2023 1,770 1,770 Junior-Priority Secured Notes due 2024 1,355 1,355 ABL Facility 723 698 Finance lease and financing obligations 225 231 Other 45 43 Less: Unamortized deferred debt issuance costs and note premium (161) (164) Total debt 13,599 13,596 Less: Current maturities (206) (204) Total long-term debt $ 13,393 $ 13,392 |
Senior Secured Notes at 5.125, Due 2021 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price February 1, 2019 to January 31, 2020 101.281 % February 1, 2020 to January 31, 2021 100.000 % |
Senior Notes at 6.875, Due 2022 [Member] | Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price February 1, 2019 to January 31, 2020 101.719 % February 1, 2020 to January 31, 2022 100.000 % |
Senior Secured Notes at 6.25, Due 2023 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price March 31, 2020 to March 30, 2021 103.125 % March 31, 2021 to March 30, 2022 101.563 % March 31, 2022 to March 30, 2023 100.000 % |
Junior-Priority Secured Notes Due 2023 [Member] | Junior-Priority Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price June 30, 2020 to June 29, 2021 107.406 % June 30, 2021 to June 29, 2022 103.703 % June 30, 2022 to June 29, 2023 100.000 % |
Junior-Priority Secured Notes Due 2024 [Member] | Junior-Priority Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price June 30, 2021 to June 29, 2022 104.063 % June 30, 2022 to June 29, 2023 102.031 % June 30, 2023 to June 29, 2024 100.000 % |
Senior Secured Notes at 8.625, Due 2024 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price January 15, 2021 to January 14, 2022 104.313 % January 15, 2022 to January 14, 2023 102.156 % January 15, 2023 to January 14, 2024 100.000 % |
Senior Secured Notes at 8.0, Due 2026 [Member] | Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | Period Redemption Price March 15, 2022 to March 14, 2023 104.000 % March 15, 2023 to March 14, 2024 102.000 % March 15, 2024 to March 14, 2026 100.000 % |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping | June 30, 2019 December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 207 $ 207 $ 196 $ 196 Investments in equity securities 136 136 137 137 Available-for-sale securities 99 99 93 93 Trading securities 12 12 11 11 Liabilities: Contingent Value Right - - - - Credit Facility - - 1,602 1,564 8% Senior Notes due 2019 155 152 155 146 7⅛% Senior Notes due 2020 121 112 121 100 5⅛% Senior Secured Notes due 2021 986 988 984 934 6⅞% Senior Notes due 2022 2,599 1,773 2,593 1,175 6¼% Senior Secured Notes due 2023 3,071 2,990 3,067 2,819 8⅝% Senior Secured Notes due 2024 1,022 1,039 1,021 1,025 8% Senior Secured Notes due 2026 1,572 1,544 - - Junior-Priority Secured Notes due 2023 1,752 1,442 1,750 1,380 Junior-Priority Secured Notes due 2024 1,339 1,017 1,338 976 ABL Facility and other debt 763 763 734 734 |
Schedule of Interest Rate Swaps | Asset (Liability) Notional Amount Fair Value Swap # (in millions) Fixed Interest Rate Termination Date (in millions) 1 $ 200 2.515 % August 30, 2019 $ - 2 200 2.613 % August 30, 2019 - 3 300 2.892 % August 30, 2020 (3) |
Schedule of Pre-tax Gain (Loss) Recognized as a Component of Other Comprehensive Income | Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) Derivatives in Cash Flow Hedging Three Months Ended June 30, Six Months Ended June 30, Relationships 2019 2018 2019 2018 Interest rate swaps $ (1) $ 6 $ (3) $ 23 |
Schedule of Effective Portion of the Pre-tax Loss Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income | Amount of Pre-Tax Loss (Gain) Reclassified from AOCL into Income (Effective Portion) Location of Loss (Gain) Reclassified from Three Months Ended June 30, Six Months Ended June 30, AOCL into Income (Effective Portion) 2019 2018 2019 2018 Interest expense, net $ - $ 2 $ (1) $ 7 |
Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet | Asset Derivatives Liability Derivatives June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Balance Balance Balance Balance Sheet Sheet Sheet Sheet Location Fair Value Location Fair Value Location Fair Value Location Fair Value Derivatives designated as Other Other Other Other hedging assets, assets, long-term long-term instruments net $ - net $ 3 liabilities $ 3 liabilities $ 2 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | June 30, 2019 Level 1 Level 2 Level 3 Investments in equity securities $ 136 $ 136 $ - $ - Available-for-sale securities 99 - 99 - Trading securities 12 - 12 - Fair value of interest rate swap agreements - - - - Total assets $ 247 $ 136 $ 111 $ - Fair value of interest rate swap agreements $ 3 $ - $ 3 $ - Total liabilities $ 3 $ - $ 3 $ - December 31, 2018 Level 1 Level 2 Level 3 Investments in equity securities $ 137 $ 137 $ - $ - Available-for-sale securities 93 - 93 - Trading securities 11 - 11 - Fair value of interest rate swap agreements 3 - 3 - Total assets $ 244 $ 137 $ 107 $ - Contingent Value Right (CVR) $ - $ - $ - $ - Fair value of interest rate swap agreements 2 - 2 - Total liabilities $ 2 $ - $ 2 $ - |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Components of Lease Cost and Rent Expense | Three Months Ended Six Months Ended Lease Cost June 30, 2019 June 30, 2019 Operating lease cost: Operating lease cost $ 48 $ 95 Short-term rent expense 27 59 Variable lease cost 7 10 Sublease income (1) (2) Total operating lease cost $ 81 $ 162 Finance lease cost: Amortization of right-of-use assets $ 3 $ 6 Interest on finance lease liabilities 2 4 Total finance lease cost $ 5 $ 10 |
Supplemental Balance Sheet Information Related to Leases | Balance Sheet Classification June 30, 2019 Operating Leases: Operating Lease ROU Assets Other assets, net $ 603 Finance Leases: Finance Lease ROU Assets Property and equipment 184 Accumulated amortization Accumulated depreciation and amortization (59) Current finance lease liabilities Current maturities of long-term debt 8 Long-term finance lease liabilities Long-term debt 118 |
Supplemental Cash Flow and Other Information Related to Leases | Six Months Ended Other information June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 78 Operating cash flows from finance leases 4 Financing cash flows from finance leases 5 Right-of-use assets obtained in exchange for new finance lease liabilities 1 Right-of-use assets obtained in exchange for new operating lease liabilities 47 Weighted-average remaining lease term: Operating leases 6 years Finance leases 20 years Weighted-average discount rate: Operating leases 9.3 % Finance leases 5.7 % |
Commitments Relating to Noncancellable Leases Obligations | Financing Year Ending December 31, Operating Finance Obligations 2019 (remaining six months) $ 104 $ 7 $ 4 2020 165 13 7 2021 123 11 7 2022 100 10 7 2023 80 16 7 Thereafter 243 166 120 Total minimum future payments 815 223 152 Less: Imputed interest (203) (97) (51) Total liabilities 612 126 101 Less: Current portion (133) (8) (3) Long-term liabilities $ 479 $ 118 $ 98 |
Lease Accounting Prior to Adoption of ASC 842 [Member] | |
Commitments Relating to Noncancellable Leases Obligations | Financing Year Ending December 31, Operating (1) Capital Obligations 2019 $ 188 $ 12 $ 12 2020 157 10 9 2021 121 8 10 2022 98 7 10 2023 79 14 10 Thereafter 234 121 106 Total minimum future payments $ 877 172 157 Less: Imputed interest (80) (18) Total capital lease and financing obligations - 92 139 Less: Current portion (8) (5) Long-term capital lease and financing obligations - $ 84 $ 134 (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future, which are considered immaterial. |
Contingencies (Tables)
Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Contingencies [Abstract] | |
Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies | Probable Contingencies Balance as of December 31, 2018 $ 19 Expense 3 Reserve for insured claim - Cash payments (5) Balance as of June 30, 2019 $ 17 |
Supplemental Condensed Consol_3
Supplemental Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Schedule of Condensed Consolidating Statement of Loss | Condensed Consolidating Statement of Loss Three Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ 1 $ 2,010 $ 1,291 $ - $ 3,302 Operating costs and expenses: Salaries and benefits - - 766 722 - 1,488 Supplies - - 351 188 - 539 Other operating expenses - 22 592 279 - 893 Government and other legal settlements and related costs - - 4 - - 4 Lease cost and rent - - 43 38 - 81 Depreciation and amortization - - 93 60 - 153 Impairment and (gain) loss on sale of businesses, net - (2) 21 14 - 33 Total operating costs and expenses - 20 1,870 1,301 - 3,191 (Loss) income from operations - (19) 140 (10) - 111 Interest expense, net - 157 127 (19) - 265 Equity in earnings of unconsolidated affiliates 167 (7) 12 - (177) (5) (Loss) income before income taxes (167) (169) 1 9 177 (149) (Benefit from) provision for income taxes - (2) (2) 1 - (3) Net (loss) income (167) (167) 3 8 177 (146) Less: Net income attributable to noncontrolling interests - - - 21 - 21 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (167) $ (167) $ 3 $ (13) $ 177 $ (167) Condensed Consolidating Statement of Loss Three Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ (2) $ 2,182 $ 1,382 $ - $ 3,562 Operating costs and expenses: Salaries and benefits - - 833 784 - 1,617 Supplies - - 388 204 - 592 Other operating expenses - - 577 302 - 879 Government and other legal settlements and related costs - - 1 - - 1 Lease cost and rent - - 44 41 - 85 Depreciation and amortization - - 113 64 - 177 Impairment and (gain) loss on sale of businesses, net - 14 4 156 - 174 Total operating costs and expenses - 14 1,960 1,551 - 3,525 (Loss) income from operations - (16) 222 (169) - 37 Interest expense, net - 98 145 (8) - 235 (Gain) loss from early extinguishment of debt - (65) 1 - - (64) Equity in earnings of unconsolidated affiliates 110 116 192 - (423) (5) Loss before income taxes (110) (165) (116) (161) 423 (129) (Benefit from) provision for income taxes - (55) 4 13 - (38) Net loss (110) (110) (120) (174) 423 (91) Less: Net income attributable to noncontrolling interests - - - 19 - 19 Net loss attributable to Community Health Systems, Inc. stockholders $ (110) $ (110) $ (120) $ (193) $ 423 $ (110) Condensed Consolidating Statement of Loss Six Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ 44 $ 4,083 $ 2,552 $ - $ 6,679 Operating costs and expenses: Salaries and benefits - - 1,567 1,463 - 3,030 Supplies - - 724 373 - 1,097 Other operating expenses - 22 1,122 560 - 1,704 Government and other legal settlements and related costs - - 9 - - 9 Lease cost and rent - - 84 78 - 162 Depreciation and amortization - - 186 119 - 305 Impairment and (gain) loss on sale of businesses, net - (2) 45 28 - 71 Total operating costs and expenses - 20 3,737 2,621 - 6,378 Income (loss) from operations - 24 346 (69) - 301 Interest expense, net - 296 263 (37) - 522 Loss from early extinguishment of debt - 31 - - - 31 Equity in earnings of unconsolidated affiliates 285 (9) 90 - (375) (9) Loss before income taxes (285) (294) (7) (32) 375 (243) (Benefit from) provision for income taxes - (9) (4) 16 - 3 Net loss (285) (285) (3) (48) 375 (246) Less: Net income attributable to noncontrolling interests - - - 39 - 39 Net loss attributable to Community Health Systems, Inc. stockholders $ (285) $ (285) $ (3) $ (87) $ 375 $ (285) Condensed Consolidating Statement of Loss Six Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net operating revenues $ - $ (8) $ 4,467 $ 2,792 $ - $ 7,251 Operating costs and expenses: Salaries and benefits - - 1,680 1,585 - 3,265 Supplies - - 793 415 - 1,208 Other operating expenses - - 1,184 605 - 1,789 Government and other legal settlements and related costs - - 7 - - 7 Electronic health records incentive reimbursement - - - (1) - (1) Lease cost and rent - - 90 83 - 173 Depreciation and amortization - - 229 129 - 358 Impairment and (gain) loss on sale of businesses, net - 14 20 168 - 202 Total operating costs and expenses - 14 4,003 2,984 - 7,001 Loss from operations - (22) 464 (192) - 250 Interest expense, net - 189 288 (13) - 464 (Gain) loss from early extinguishment of debt - (61) 2 - - (59) Equity in earnings of unconsolidated affiliates 135 82 214 - (443) (12) Loss from income taxes (135) (232) (40) (179) 443 (143) (Benefit from) provision for income taxes - (97) 48 4 - (45) Net loss (135) (135) (88) (183) 443 (98) Less: Net income attributable to noncontrolling interests - - - 37 - 37 Net loss attributable to Community Health Systems, Inc. stockholders $ (135) $ (135) $ (88) $ (220) $ 443 $ (135) |
Schedule of Condensed Consolidating Statement of Comprehensive Loss | Condensed Consolidating Statement of Comprehensive Loss Three Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net (loss) income $ (167) $ (167) $ 3 $ 8 $ 177 $ (146) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax - - - - - - Net change in fair value of available-for-sale securities, net of tax 2 2 2 - (4) 2 Amortization and recognition of unrecognized pension cost components, net of tax - - - - - - Other comprehensive income (loss) 2 2 2 - (4) 2 Comprehensive (loss) income (165) (165) 5 8 173 (144) Less: Comprehensive income attributable to noncontrolling interests - - - 21 - 21 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (165) $ (165) $ 5 $ (13) $ 173 $ (165) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (110) $ (110) $ (120) $ (174) $ 423 $ (91) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 7 7 - - (7) 7 Net change in fair value of available-for-sale securities, net of tax (1) (1) (1) - 2 (1) Amortization and recognition of unrecognized pension cost components, net of tax 1 1 1 - (2) 1 Other comprehensive income 7 7 - - (7) 7 Comprehensive loss (103) (103) (120) (174) 416 (84) Less: Comprehensive income attributable to noncontrolling interests - - - 19 - 19 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (103) $ (103) $ (120) $ (193) $ 416 $ (103) Condensed Consolidating Statement of Comprehensive Loss Six Months Ended June 30, 2019 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (285) $ (285) $ (3) $ (48) $ 375 $ (246) Other comprehensive (loss) income, net of income taxes: Net change in fair value of interest rate swaps, net of tax (2) (2) - - 2 (2) Net change in fair value of available-for-sale securities, net of tax 4 4 4 - (8) 4 Amortization and recognition of unrecognized pension cost components, net of tax - - - - - - Other comprehensive income 2 2 4 - (6) 2 Comprehensive (loss) income (283) (283) 1 (48) 369 (244) Less: Comprehensive income attributable to noncontrolling interests - - - 39 - 39 Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders $ (283) $ (283) $ 1 $ (87) $ 369 $ (283) Condensed Consolidating Statement of Comprehensive Loss Six Months Ended June 30, 2018 Parent Guarantor Issuer Other Guarantors Non - Guarantors Eliminations Consolidated (In millions) Net loss $ (135) $ (135) $ (88) $ (183) $ 443 $ (98) Other comprehensive income (loss), net of income taxes: Net change in fair value of interest rate swaps, net of tax 25 25 - - (25) 25 Net change in fair value of available-for-sale securities, net of tax (2) (2) (2) - 4 (2) Amortization and recognition of unrecognized pension cost components, net of tax 1 1 1 - (2) 1 Other comprehensive income (loss) 24 24 (1) - (23) 24 Comprehensive loss (111) (111) (89) (183) 420 (74) Less: Comprehensive income attributable to noncontrolling interests - - - 37 - 37 Comprehensive loss attributable to Community Health Systems, Inc. stockholders $ (111) $ (111) $ (89) $ (220) $ 420 $ (111) |
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet June 30, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 163 $ 44 $ - $ 207 Patient accounts receivable - - 1,949 407 - 2,356 Supplies - - 241 137 - 378 Prepaid income taxes - - - - - - Prepaid expenses and taxes - - 128 49 - 177 Other current assets - - 112 254 - 366 Total current assets - - 2,593 891 - 3,484 Intercompany receivable - 12,552 4,791 6,161 (23,504) - Property and equipment, net - - 3,802 2,132 - 5,934 Goodwill - - 2,692 1,802 - 4,494 Deferred income taxes 57 - - - - 57 Other assets, net - - 1,255 908 - 2,163 Net investment in subsidiaries - 22,182 11,867 - (34,049) - Total assets $ 57 $ 34,734 $ 27,000 $ 11,894 $ (57,553) $ 16,132 LIABILITIES AND DEFICIT Current liabilities: Current maturities of long-term debt $ - $ 155 $ 26 $ 25 $ - $ 206 Current operating lease liabilities - - 72 61 - 133 Accounts payable - - 507 305 - 812 Accrued interest - 388 - - - 388 Accrued liabilities - 1 522 441 - 964 Total current liabilities - 544 1,127 832 - 2,503 Long-term debt - 13,173 144 76 - 13,393 Intercompany payable 1,863 22,762 24,639 11,759 (61,023) - Deferred income taxes 26 - - - - 26 Long-term operating lease liabilities - - 234 245 - 479 Other long-term liabilities 1 3 720 263 - 987 Total liabilities 1,890 36,482 26,864 13,175 (61,023) 17,388 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 503 - 503 Deficit: Community Health Systems, Inc. stockholders’ deficit: Common stock 1 - - - - 1 Additional paid-in capital 2,002 (393) 161 (586) 818 2,002 Accumulated other comprehensive loss (8) (8) (10) - 18 (8) (Accumulated deficit) retained earnings (3,828) (1,347) (15) (1,272) 2,634 (3,828) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,833) (1,748) 136 (1,858) 3,470 (1,833) Noncontrolling interests in equity of consolidated subsidiaries - - - 74 - 74 Total (deficit) equity (1,833) (1,748) 136 (1,784) 3,470 (1,759) Total liabilities and deficit $ 57 $ 34,734 $ 27,000 $ 11,894 $ (57,553) $ 16,132 Condensed Consolidating Balance Sheet December 31, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ - $ - $ 135 $ 61 $ - $ 196 Patient accounts receivable - - 1,974 378 - 2,352 Supplies - - 262 140 - 402 Prepaid income taxes 3 - - - - 3 Prepaid expenses and taxes - - 132 64 - 196 Other current assets - - 132 268 - 400 Total current assets 3 - 2,635 911 - 3,549 Intercompany receivable - 12,696 4,895 6,314 (23,905) - Property and equipment, net - - 3,994 2,145 - 6,139 Goodwill - - 2,760 1,799 - 4,559 Deferred income taxes 69 - - - - 69 Other assets, net - 25 958 560 - 1,543 Net investment in subsidiaries - 21,642 11,617 - (33,259) - Total assets $ 72 $ 34,363 $ 26,859 $ 11,729 $ (57,164) $ 15,859 LIABILITIES AND DEFICIT Current liabilities: Current maturities of long-term debt $ - $ 155 $ 22 $ 27 $ - $ 204 Accounts payable - - 595 292 - 887 Accrued interest - 206 - - - 206 Accrued liabilities - - 638 457 - 1,095 Total current liabilities - 361 1,255 776 - 2,392 Long-term debt - 13,167 147 78 - 13,392 Intercompany payable 1,572 22,299 24,599 11,796 (60,266) - Deferred income taxes 26 - - - - 26 Other long-term liabilities 9 2 714 283 - 1,008 Total liabilities 1,607 35,829 26,715 12,933 (60,266) 16,818 Redeemable noncontrolling interests in equity of consolidated subsidiaries - - - 504 - 504 Deficit: Community Health Systems, Inc. stockholders’ deficit: Common stock 1 - - - - 1 Additional paid-in capital 2,017 (329) 162 (565) 732 2,017 Accumulated other comprehensive loss (10) (10) (5) (9) 24 (10) (Accumulated deficit) retained earnings (3,543) (1,127) (13) (1,206) 2,346 (3,543) Total Community Health Systems, Inc. stockholders’ (deficit) equity (1,535) (1,466) 144 (1,780) 3,102 (1,535) Noncontrolling interests in equity of consolidated subsidiaries - - - 72 - 72 Total (deficit) equity (1,535) (1,466) 144 (1,708) 3,102 (1,463) Total liabilities and deficit $ 72 $ 34,363 $ 26,859 $ 11,729 $ (57,164) $ 15,859 |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 4 $ (67) $ 210 $ 118 $ - $ 265 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (6) (7) - (13) Purchases of property and equipment - - (176) (36) - (212) Proceeds from disposition of hospitals and other ancillary operations - 18 135 8 - 161 Proceeds from sale of property and equipment - - - 1 - 1 Purchases of available-for-sale securities and equity securities - - (15) (24) - (39) Proceeds from sales of available-for-sale securities and equity securities - - 25 27 - 52 Increase in other investments - - (63) (34) - (97) Net cash provided by (used in) investing activities - 18 (100) (65) - (147) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (28) - - - (28) Proceeds from noncontrolling investors in joint ventures - - - 2 - 2 Redemption of noncontrolling investments in joint ventures - - - (2) - (2) Distributions to noncontrolling investors in joint ventures - - - (57) - (57) Changes in intercompany balances with affiliates, net (3) 94 (82) (9) - - Borrowings under credit agreements - - 23 - - 23 Issuance of long-term debt - 2,034 - - - 2,034 Proceeds from ABL facility - 25 - - - 25 Repayments of long-term indebtedness - (2,076) (23) (4) - (2,103) Net cash (used in) provided by financing activities (4) 49 (82) (70) - (107) Net change in cash and cash equivalents - - 28 (17) - 11 Cash and cash equivalents at beginning of period - - 135 61 - 196 Cash and cash equivalents at end of period $ - $ - $ 163 $ 44 $ - $ 207 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 Parent Other Non - Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In millions) Net cash provided by (used in) operating activities $ 37 $ (228) $ 94 $ 191 $ - $ 94 Cash flows from investing activities: Acquisitions of facilities and other related businesses - - (3) (7) - (10) Purchases of property and equipment - - (213) (82) - (295) Proceeds from disposition of hospitals and other ancillary operations - - 12 76 - 88 Proceeds from sale of property and equipment - - 1 3 - 4 Purchases of available-for-sale securities and equity securities - - (25) (13) - (38) Proceeds from sales of available-for-sale securities and equity securities - - 50 13 - 63 Increase in other investments - - (24) (29) - (53) Net cash used in investing activities - - (202) (39) - (241) Cash flows from financing activities: Repurchase of restricted stock shares for payroll tax withholding requirements (1) - - - - (1) Deferred financing costs and other debt-related costs - (54) - - - (54) Proceeds from noncontrolling investors in joint ventures - - - 1 - 1 Redemption of noncontrolling investments in joint ventures - - - (6) - (6) Distributions to noncontrolling investors in joint ventures - - - (52) - (52) Changes in intercompany balances with affiliates, net (36) (186) 315 (93) - - Borrowings under credit agreements - - 22 4 - 26 Issuance of long-term debt - - - - - - Proceeds from ABL facility - 538 49 - - 587 Repayments of long-term indebtedness - (70) (636) (3) - (709) Net cash (used in) provided by financing activities (37) 228 (250) (149) - (208) Net change in cash and cash equivalents - - (358) 3 - (355) Cash and cash equivalents at beginning of period - - 471 92 - 563 Cash and cash equivalents at end of period $ - $ - $ 113 $ 95 $ - $ 208 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Net Operating Revenues, Policy [Abstract] | ||||||
Value of charity care services at the Company's standard charges included in contractual allowances | $ 142 | $ 115 | $ 284 | $ 229 | ||
Estimated cost incurred by Company to provide charity care services | 18 | $ 14 | 33 | 28 | ||
Third-Party Reimbursement [Abstract] | ||||||
Amounts due to third party payors | 129 | 129 | $ 144 | |||
Amounts due from third party payors | 136 | 136 | $ 155 | |||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||
Impairment and (gain) loss on sale of businesses, net | 71 | 202 | ||||
Goodwill allocated to hospital disposal group held for sale | 68 | $ 77 | ||||
New Accounting Pronouncements, Policy [Abstract] | ||||||
Operating lease right-of-use asset | 603 | 603 | ||||
Operating lease liability | $ 612 | $ 612 | ||||
ASU 2016-02 [Member] | ||||||
New Accounting Pronouncements, Policy [Abstract] | ||||||
Operating lease right-of-use asset | $ 673 | |||||
Operating lease liability | $ 673 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Schedule of Net Operating Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 3,302 | $ 3,562 | $ 6,679 | $ 7,251 |
Medicare [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | 819 | 943 | 1,708 | 1,977 |
Medicaid [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | 452 | 479 | 880 | 938 |
Managed Care And Other Third-Party Payors [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | 1,993 | 2,110 | 4,019 | 4,227 |
Self-Pay [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 38 | $ 30 | $ 72 | $ 109 |
Accounting for Stock-Based Co_3
Accounting for Stock-Based Compensation (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2019USD ($)item$ / sharesshares | Jun. 30, 2018USD ($)itemshares | Mar. 01, 2019shares | Mar. 01, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards | $ 19,000,000 | $ 19,000,000 | |||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 26 months | ||||||
Aggregate intrinsic value of options exercised | $ 0 | $ 0 | $ 0 | $ 0 | |||
Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Price | $ / shares | $ 2.67 | $ 2.67 | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 32 months | ||||||
Employee service share-based compensation, unrecognized compensation costs on nonvested stock options | $ 2,000,000 | $ 2,000,000 | |||||
Employee service share-based compensation, nonvested awards, modifications to awards | item | 0 | 0 | |||||
Weighted-average grant date fair value of stock options | $ / shares | $ 1.63 | $ 2.36 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 12,000 | 646,500 | 0 | 0 | |||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | ||||||
Restricted Stock and Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 25 months | ||||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards other than options | $ 17,000,000 | $ 17,000,000 | |||||
Restricted Stock, Performance-Based Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | ||||||
Plan 2000 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | ||||||
Unissued common stock reserved for grants | shares | 0 | 0 | |||||
Plan 2009 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | ||||||
Unissued common stock reserved for grants | shares | 4,970,500 | 4,970,500 | |||||
Plan 2009 [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of units granted | $ 170,000 | $ 170,000 | |||||
Share-based compensation, number of shares received by each director | shares | 34,068 | 37,118 | |||||
Contractual Term of Option Granted Prior to 2005 [Member] | Plan 2000 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of option granted | 10 years | ||||||
Contractual Term of Option Granted From 2005 Through 2007 [Member] | Plan 2000 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of option granted | 8 years | ||||||
Contractual Term Of Option Granted From 2008 Through 2011 [Member] | Plan 2000 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of option granted | 10 years | ||||||
Contractual Term of Option Granted in 2011 or Later [Member] | Plan 2009 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of option granted | 10 years | ||||||
Performance-Based Awards Granted Prior To March 1, 2017 [Member] | Restricted Stock, Performance-Based Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by payment award, performance objective measurement period | 1 year | ||||||
Performance-Based Awards Granted On Or After March 1, 2017 [Member] | Restricted Stock, Performance-Based Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by payment award, performance objective measurement period | 3 years |
Accounting for Stock-Based Co_4
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting for Stock-Based Compensation [Abstract] | ||||
Effect on loss before income taxes | $ (3) | $ (3) | $ (6) | $ (7) |
Effect on net loss | $ (2) | $ (2) | $ (4) | $ (4) |
Accounting for Stock-Based Co_5
Accounting for Stock-Based Compensation (Schedule of Share-based Payment Awards, Stock Options, Valuation Assumptions) (Details) - Employee Stock Option [Member] | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 67.50% | 68.40% |
Expected term | 6 years | 5 years 7 months 6 days |
Risk-free interest rate | 1.90% | 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 [Member] - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Beginning Balance, Shares | 1,179,137 | 624,938 | ||
Granted, Shares | 12,000 | 646,500 | 0 | 0 |
Forfeited and cancelled, Shares | (30,834) | (92,301) | ||
Ending Balance, Shares | 1,160,303 | 1,179,137 | ||
Beginning of Period, Weighted Average Exercise Price | $ 17.27 | $ 31.21 | ||
Granted, Weighted Average Exercise Price | 2.66 | 4.99 | ||
Forfeited and Cancelled, Weighted Average Exercise Price | 31.94 | 25.57 | ||
End of Period, Weighted Average Exercise Price | $ 16.73 | $ 17.27 | ||
Weighted Average Remaining Contractual Term | 6 years 2 months 12 days | |||
Exercisable, Shares | 501,803 | |||
Exercisable, Weighted Average Exercise Price | $ 32.20 | |||
Exercisable, Weighted Average Remaining Contractual Term | 1 year 6 months |
Accounting for Stock-Based Co_7
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Restricted Stock, Activity) (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Unvested Shares | 541,576 | |
Granted, Shares | ||
Vested, Shares | ||
Forfeited, Shares | ||
Ending Balance, Unvested Shares | 541,576 | |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 5.13 | |
Granted, Weighted Average Grant Date Fair Value | ||
Vested, Weighted Average Grant Date Fair Value | ||
Forfeited, Weighted Average Grant Date Fair Value | ||
End of Period, Weighted Average Grant Date Fair Value | $ 5.13 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Unvested Shares | 4,225,586 | 3,308,907 |
Granted, Shares | 17,000 | 1,958,000 |
Vested, Shares | (62,665) | (983,986) |
Forfeited, Shares | (19,334) | (57,335) |
Ending Balance, Unvested Shares | 4,160,587 | 4,225,586 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 5.56 | $ 7 |
Granted, Weighted Average Grant Date Fair Value | 2.66 | 4.97 |
Vested, Weighted Average Grant Date Fair Value | 8.52 | 9.17 |
Forfeited, Weighted Average Grant Date Fair Value | 4.72 | 6.37 |
End of Period, Weighted Average Grant Date Fair Value | $ 5.51 | $ 5.56 |
Accounting for Stock-Based Co_8
Accounting for Stock-Based Compensation (Schedule of Share-based Compensation, Restricted Stock Units, Activity) (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Unvested Shares | 541,576 | |
Granted, Shares | ||
Vested, Shares | ||
Forfeited, Shares | ||
Ending Balance, Unvested Shares | 541,576 | |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 5.13 | |
Granted, Weighted Average Grant Date Fair Value | ||
Vested, Weighted Average Grant Date Fair Value | ||
Forfeited, Weighted Average Grant Date Fair Value | ||
End of Period, Weighted Average Grant Date Fair Value | $ 5.13 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Unvested Shares | 397,906 | |
Granted, Shares | 306,612 | |
Vested, Shares | (162,942) | |
Forfeited, Shares | ||
Ending Balance, Unvested Shares | 541,576 | |
Beginning of Period, Weighted Average Grant Date Fair Value | $ 6.17 | |
Granted, Weighted Average Grant Date Fair Value | 4.99 | |
Vested, Weighted Average Grant Date Fair Value | 7.42 | |
Forfeited, Weighted Average Grant Date Fair Value | ||
End of Period, Weighted Average Grant Date Fair Value | $ 5.13 |
Cost of Revenue (Details)
Cost of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cost of Revenue [Abstract] | ||||
Corporate office costs | $ 43 | $ 43 | $ 86 | $ 95 |
Stock-based compensation expense | $ 3 | $ 3 | $ 6 | $ 7 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures (Acquisitions Narrative) (Details) | Jun. 01, 2019USD ($)item | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||
Business combination acquisition related costs | $ 2,000,000 | $ 3,000,000 | $ 1,000,000 | |||
Goodwill | 4,494,000,000 | 4,494,000,000 | $ 4,559,000,000 | |||
Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination acquisition related costs | $ 1,000,000 | |||||
Physician Practices Clinics and Other Ancillary Businesses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cost of acquired entity, purchase price | 7,000,000 | |||||
Purchase price allocation, property and equipment | 4,000,000 | 4,000,000 | ||||
Business acquisition, purchase price allocation, intangible assets, other than goodwill | $ 3,000,000 | $ 3,000,000 | ||||
Northwest Mississippi Medical Center [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cost of acquired entity, purchase price | $ 7,000,000 | |||||
Business acquisition number of licensed beds | item | 181 | |||||
Business acquisition cash paid for operating assets | $ 2,000,000 | |||||
Business acquisition liabilities assumed | 5,000,000 | |||||
Goodwill | $ 0 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures (Divestitures Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Tennova Physicians Regional Medical Center [Member] | |
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 | $ 9 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures (Schedule of Divestitures) (Details) | 6 Months Ended |
Jun. 30, 2019item | |
Chester Regional Medical Center [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 82 |
Effective Date | Mar. 1, 2019 |
Carolinas Hospital System - Florence [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 396 |
Effective Date | Mar. 1, 2019 |
Springs Memorial Hospital [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 225 |
Effective Date | Mar. 1, 2019 |
Carolinas Hospital System - Marion [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 124 |
Effective Date | Mar. 1, 2019 |
Memorial Hospital of Salem County [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 126 |
Effective Date | Jan. 31, 2019 |
Mary Black Health System - Spartanburg [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 207 |
Effective Date | Jan. 1, 2019 |
Mary Black Health System - Gaffney [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 125 |
Effective Date | Jan. 1, 2019 |
Sparks Regional Medical Center [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 492 |
Effective Date | Nov. 1, 2018 |
Sparks Medical Center - Van Buren [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 103 |
Effective Date | Nov. 1, 2018 |
AllianceHealth Deaconess [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 238 |
Effective Date | Oct. 1, 2018 |
Munroe Regional Medical Center [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 425 |
Effective Date | Aug. 1, 2018 |
Tennova Healthcare -Dyersburg Regional [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 225 |
Effective Date | Jun. 1, 2018 |
Tennova Healthcare - Regional Jackson [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 150 |
Effective Date | Jun. 1, 2018 |
Tennova Healthcare - Volunteer Martin [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 100 |
Effective Date | Jun. 1, 2018 |
Williamson Memorial Hospital [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 76 |
Effective Date | Jun. 1, 2018 |
Byrd Regional Hospital [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 60 |
Effective Date | Jun. 1, 2018 |
Tennova Healthcare - Jamestown [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 85 |
Effective Date | Jun. 1, 2018 |
Bayfront Health Dade City [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 120 |
Effective Date | Apr. 1, 2018 |
Acquisitions and Divestitures_6
Acquisitions and Divestitures (Schedule of Balance Sheet Items Classified as Held for Sale) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Acquisitions and Divestitures [Abstract] | ||
Other current assets | $ 23 | $ 21 |
Other assets, net | 213 | 154 |
Accrued liabilities | $ 28 | $ 44 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Contingency [Abstract] | ||||
Unrecognized benefit that would affect the effective tax rate | $ 1 | $ 1 | ||
Amount of interest and penalties included in liabilities for uncertain tax positions | $ 1 | $ 1 | ||
Effective tax rates | 2.00% | 29.50% | (1.20%) | 31.50% |
Income tax refund | $ 3 | $ 9 | $ 3 | $ 9 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill Gross, Balance, beginning of period | $ 7,373 | |
Accumulated impairment losses, Balance, beginning of period | (2,814) | |
Goodwill, Balance, beginning of period | 4,559 | |
Goodwill acquired as part of acquisitions during current year | 3 | |
Goodwill allocated to hospitals held for sale | (68) | $ (77) |
Goodwill Gross, Balance, end of period | 7,308 | |
Accumulated impairment losses, Balance, end of period | (2,814) | |
Goodwill, Balance, end of period | $ 4,494 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Goodwill Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Other Intangible Assets [Abstract] | ||
Goodwill | $ 4,494 | $ 4,559 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Intangible Assets Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | 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 | $ 1,000,000 | ||
Net, intangible asset not subject to amortization | 64,000,000 | 64,000,000 | 67,000,000 | ||
Gross carrying amount of capitalized software | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | ||
Capitalized computer software, net | 355,000,000 | 355,000,000 | |||
Capitalized computer software, development stage costs | 53,000,000 | $ 53,000,000 | |||
Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 2 years | ||||
Acquired finite-lived intangible asset, residual value | 0 | $ 0 | |||
Amortization expense | $ 1,000,000 | ||||
Capitalized Internal Use Software [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired finite-lived intangible asset, residual value | 0 | 0 | |||
Amortization expense | 31,000,000 | $ 34,000,000 | 61,000,000 | $ 70,000,000 | |
Amortization expense for remainder 2019 | 60,000,000 | 60,000,000 | |||
Amortization expense for 2020 | 118,000,000 | 118,000,000 | |||
Amortization expense for 2021 | 81,000,000 | 81,000,000 | |||
Amortization expense for 2022 | 46,000,000 | 46,000,000 | |||
Amortization expense for 2023 | 27,000,000 | 27,000,000 | |||
Amortization expense for 2024 | 15,000,000 | 15,000,000 | |||
Amortization expense thereafter | 8,000,000 | $ 8,000,000 | |||
Capitalized Internal Use Software, Except Significant System Conversions [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 3 years | ||||
Minimum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 8 years | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived intangible assets, net | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Maximum [Member] | Finite-Lived Intangible Assets, Except Capitalized Internal-Use Software [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 1,000,000 | $ 1,000,000 | 1,000,000 | ||
Amortization expense for remainder 2019 | 1,000,000 | 1,000,000 | |||
Amortization expense for 2020 | 1,000,000 | 1,000,000 | |||
Amortization expense for 2021 | 1,000,000 | 1,000,000 | |||
Amortization expense for 2022 | $ 1,000,000 | $ 1,000,000 | |||
Maximum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 10 years |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Calculation of Numerator and Denominator in Earnings Per Share) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Components for computation of basic and diluted earnings per share | ||||
Weighted-average number of shares outstanding - basic | 113,862,097 | 112,837,944 | 113,561,523 | 112,566,230 |
Effect of dilutive securities: | ||||
Weighted-average number of shares outstanding - diluted | 113,862,097 | 112,837,944 | 113,561,523 | 112,566,230 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Increase in number of shares to diluted shares calculation if income would have been generated | 30,472 | 47,754 | 44,867 | 60,558 |
Earnings Per Share (Schedule _2
Earnings Per Share (Schedule of Antidilutive Securities) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Employee stock options and restricted stock awards excluded from computation of earnings per share amount | 4,020,947 | 1,792,512 | 3,908,725 | 1,856,431 |
Stockholders' Deficit (Narrativ
Stockholders' Deficit (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2012 | Dec. 31, 2018 | |
Stockholders' Deficit [Abstract] | |||
Total capital stock, shares authorized | 400,000,000 | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value per share | $ 0.01 | $ 0.01 | |
Preferred stock, par value per share | $ 0.01 | $ 0.01 | |
Preferred stock, shares outstanding | 0 | ||
Common stock dividends per share cash paid | $ 0.25 | ||
Maximum amount of dividends or stock repurchases permissible under the Credit Facility | $ 100 | ||
Amount available for dividend payments, stock repurchases at period end | $ 100 |
Stockholders' Deficit (Schedule
Stockholders' Deficit (Schedule of Stockholders' Deficit) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Equity, beginning balance | $ (1,590) | $ (1,463) | $ (701) | $ (692) |
Redeemable Noncontrolling Interests, beginning balance | 504 | |||
Comprehensive income (loss) | (157) | (110) | (93) | (2) |
Contributions from redeemable noncontrolling interests | 1 | |||
Distributions to noncontrolling interests | (8) | (8) | (9) | (6) |
Purchase of subsidiary shares from noncontrolling interests | (1) | (2) | (2) | |
Other reclassifications of noncontrolling interests | 1 | 1 | (1) | |
Adjustment to redemption value of redeemable noncontrolling interests | (6) | (12) | (5) | |
Cancellation of restricted stock for tax withholdings on vested shares | (1) | 2 | (2) | |
Share-based compensation | 3 | 3 | 3 | 4 |
Equity, ending balance | (1,759) | (1,590) | (803) | (701) |
Redeemable Noncontrolling Interests, ending balance | 503 | |||
Redeemable Noncontrolling Interests [Member] | ||||
Redeemable Noncontrolling Interests, beginning balance | 505 | 504 | 523 | 527 |
Comprehensive income (loss) | 14 | |||
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 9 | 8 | 13 | |
Contributions from redeemable noncontrolling interests | 1 | 1 | ||
Distributions to redeemable noncontrolling interests | (22) | (19) | (20) | (17) |
Purchase of subsidiary shares from noncontrolling interests | (1) | (1) | (1) | |
Other reclassifications of redeemable noncontrolling interests | (1) | (1) | (1) | 1 |
Adjustment to redemption value of redeemable noncontrolling interests | 6 | 12 | 5 | |
Redeemable Noncontrolling Interests, ending balance | 503 | 505 | 514 | 523 |
Common Stock [Member] | ||||
Equity, beginning balance | 1 | 1 | 1 | 1 |
Equity, ending balance | 1 | 1 | 1 | 1 |
Additional Paid-in Capital [Member] | ||||
Equity, beginning balance | 2,007 | 2,017 | 2,014 | 2,014 |
Purchase of subsidiary shares from noncontrolling interests | (1) | (1) | (2) | |
Other reclassifications of noncontrolling interests | (1) | |||
Adjustment to redemption value of redeemable noncontrolling interests | (6) | (12) | (5) | |
Cancellation of restricted stock for tax withholdings on vested shares | (1) | 2 | (2) | |
Share-based compensation | 3 | 3 | 3 | 4 |
Equity, ending balance | 2,002 | 2,007 | 2,013 | 2,014 |
Accumulated Other Comprehensive Loss [Member] | ||||
Equity, beginning balance | (10) | (10) | (16) | (21) |
Comprehensive income (loss) | 2 | 7 | 17 | |
Adoption of new accounting standards | (12) | |||
Equity, ending balance | (8) | (10) | (9) | (16) |
Accumulated Deficit [Member] | ||||
Equity, beginning balance | (3,661) | (3,543) | (2,774) | (2,761) |
Comprehensive income (loss) | (167) | (118) | (110) | (25) |
Adoption of new accounting standards | 12 | |||
Equity, ending balance | (3,828) | (3,661) | (2,884) | (2,774) |
Noncontrolling Interest [Member] | ||||
Equity, beginning balance | 73 | 72 | 74 | 75 |
Comprehensive income (loss) | 8 | 8 | 10 | 6 |
Contributions from redeemable noncontrolling interests | 1 | |||
Distributions to noncontrolling interests | (8) | (8) | (9) | (6) |
Purchase of subsidiary shares from noncontrolling interests | (1) | |||
Other reclassifications of noncontrolling interests | 1 | 1 | 1 | (1) |
Equity, ending balance | $ 74 | $ 73 | $ 76 | $ 74 |
Stockholders' Deficit (Schedu_2
Stockholders' Deficit (Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stockholders' Deficit [Abstract] | ||||
Net loss attributable to Community Health Systems, Inc. stockholders | $ (167) | $ (110) | $ (285) | $ (135) |
Net decrease in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests | (1) | (1) | (1) | (3) |
Net transfers to the noncontrolling interests | (1) | (1) | (1) | (3) |
Change to Community Health Systems, Inc. stockholders' deficit from net loss attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests | $ (168) | $ (111) | $ (286) | $ (138) |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 22, 2018 |
Debt Instrument [Line Items] | |||
Total Debt | $ 13,599 | $ 13,596 | |
Less: Unamortized deferred debt issuance costs and note premium | (161) | (164) | |
Less: Current maturities | (206) | (204) | |
Long-term debt | 13,393 | 13,392 | |
Total long-term debt | 13,393 | 13,392 | |
Senior Secured Notes at 8.0, Due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 1,601 | ||
Secured Debt [Member] | Credit Facility, Term Loan H [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 1,622 | ||
Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 155 | 155 | $ 155 |
Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 121 | 121 | 121 |
Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 2,632 | 2,632 | $ 2,632 |
Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 1,000 | 1,000 | |
Senior Secured Notes [Member] | Senior Secured Notes at 6.25, Due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 3,100 | 3,100 | |
Senior Secured Notes [Member] | Senior Secured Notes at 8.625, Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 1,033 | 1,033 | |
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 1,770 | 1,770 | |
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 1,355 | 1,355 | |
Receivables Facility [Member] | ABL Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 723 | 698 | |
Finance Lease And Financing Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 225 | 231 | |
Other [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | $ 45 | $ 43 |
Long-Term Debt (Credit Facility
Long-Term Debt (Credit Facility Narrative) (Details) | Feb. 15, 2019USD ($) | Apr. 03, 2018USD ($) | Jun. 30, 2019USD ($)item | Dec. 31, 2018USD ($) | Mar. 06, 2019USD ($) | Jul. 06, 2018USD ($) |
Debt Instrument [Line Items] | ||||||
Ratio of first lien net debt to EBITDA | 4.96 | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Ratio of first lien net debt to EBITDA | 5.25 | |||||
Credit Facility, Type of Debt, Amendment No. 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount for springing maturity | $ 250,000,000 | |||||
First lien net debt to EBITDA, tier 1 | 5 | |||||
First lien net debt to EBITDA, tier 2 | 5.25 | |||||
First lien net debt to EBITDA, tier 3 | 5 | |||||
First lien net debt to EBITDA, tier 4 | 4.50 | |||||
First lien net debt to EBITDA, tier 5 | 4.25 | |||||
Credit Facility, Name [Member] | Credit Facility, Type of Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of each tranche available in the future | $ 500,000,000 | |||||
Minimum number of additional tranches available in future | item | 1 | |||||
Debt weighted average interest rate | 6.40% | |||||
Credit Facility, Name [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 148,000,000 | |||||
Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||
Line of credit facility remaining borrowing capacity | $ 385,000,000 | |||||
Line of credit outstanding amount | $ 0 | |||||
Line of credit facility, maximum borrowing capacity | $ 425,000,000 | |||||
Credit Facility, Term Loans [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Equivalent percentage of term loan facility related to net cash proceeds of certain asset sales and dispositions by company and its subsidiaries | 100.00% | |||||
Equivalent percentage of term loan facility related to net cash proceeds of issuance of certain debt obligations or receivables based financing by company and its subsidiaries | 100.00% | |||||
Equivalent percentage of term loan facility subject to reduction to lower percentage based on company leverage ratio | 75.00% | |||||
ABL Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount for springing maturity | $ 250,000,000 | |||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | |||||
ABL Credit Agreement [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||
ABL Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.625% | |||||
ABL Credit Agreement [Member] | Receivables Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings of receivables facility | $ 723,000,000 | |||||
Senior Secured Notes at 8.625, Due 2024 [Member] | Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 1,033,000,000 | |||||
Debt instrument, offering date | Jul. 6, 2018 | |||||
Debt instrument stated interest rate | 8.625% | |||||
Senior Secured Notes at 8.0, Due 2026 [Member] | Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 1,601,000,000 | |||||
Debt instrument, offering date | Mar. 6, 2019 | |||||
Debt instrument stated interest rate | 8.00% | |||||
Alternate Base Rate [Member] | Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 1.75% | |||||
Alternate Base Rate [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 2.25% | |||||
Alternate Base Rate [Member] | ABL Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of the maximum commitment of excess availability, one | 1.25% | |||||
Percentage of the maximum commitment of excess availability, two | 1.50% | |||||
Percentage of the maximum commitment of excess availability, three | 1.75% | |||||
LIBOR [Member] | Credit Facility, Revolving Credit Loans [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 2.75% | |||||
LIBOR [Member] | Credit Facility, Revolving Credit Loans [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 1.00% | |||||
LIBOR [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 3.25% | |||||
LIBOR [Member] | ABL Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of the maximum commitment of excess availability, one | 2.25% | |||||
Percentage of the maximum commitment of excess availability, two | 2.50% | |||||
Percentage of the maximum commitment of excess availability, three | 2.75% | |||||
Federal Funds Effective Rate [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 0.50% | |||||
London Interbank Offered Rate Floor [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 1.00% | |||||
Alternate Base Rate Floor [Member] | Credit Facility, Term Loan H [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 2.00% | |||||
ABL Facility Customary Covenants [Member] | ABL Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable interest rate | 10.00% | |||||
Line of credit facility, maximum borrowing capacity | $ 95,000,000 | |||||
Revolving Credit Facility [Member] | ABL Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 425,000,000 | |||||
Letter of Credit [Member] | ABL Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 |
Long-Term Debt (Schedule of Ear
Long-Term Debt (Schedule of Early Redemption Prices on 5.125% Senior Secured Notes due 2021) (Details) - Senior Secured Notes at 5.125, Due 2021 [Member] - Senior Secured Notes [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.281% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2019 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2020 |
Debt Instrument, Redemption, Period Six [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2020 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2021 |
Long-Term Debt (Schedule of E_2
Long-Term Debt (Schedule of Early Redemption Prices on 6.785% Senior Notes due 2022) (Details) - Senior Notes at 6.875, Due 2022 [Member] - Senior Notes [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.719% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2019 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2020 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Feb. 1, 2020 |
Debt Instrument, Redemption Period, End Date | Jan. 31, 2022 |
Long-Term Debt (Schedule of E_3
Long-Term Debt (Schedule of Early Redemption Prices on 6.25% Senior Secured Notes due 2023) (Details) - Senior Secured Notes at 6.25, Due 2023 [Member] - Senior Secured Notes [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.125% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2020 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2021 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 101.563% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2021 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2022 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Mar. 31, 2022 |
Debt Instrument, Redemption Period, End Date | Mar. 30, 2023 |
Long-Term Debt (Schedule of E_4
Long-Term Debt (Schedule of Early Redemption Prices on Junior-Priority Secured Notes due 2023) (Details) - Junior-Priority Secured Notes Due 2023 [Member] - Junior-Priority Secured Notes [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 107.406% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2020 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2021 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 103.703% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2021 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2022 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2022 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2023 |
Long-Term Debt (Schedule of E_5
Long-Term Debt (Schedule of Early Redemption Prices on Junior-Priority Secured Notes due 2024) (Details) - Junior-Priority Secured Notes Due 2024 [Member] - Junior-Priority Secured Notes [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 104.063% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2021 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2022 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 102.031% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2022 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2023 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument, Redemption [Line Items] | |
Debt Instrument Redemption Price Percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Jun. 30, 2023 |
Debt Instrument, Redemption Period, End Date | Jun. 29, 2024 |
Long-Term Debt (Schedule of E_6
Long-Term Debt (Schedule of Early Redemption Prices on 8.625% Senior Secured Notes due 2024) (Details) - Senior Secured Notes at 8.625, Due 2024 [Member] - Senior Secured Notes [Member] | Jul. 06, 2018 | Jun. 30, 2019 |
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 108.625% | |
Debt Instrument, Redemption, Period Three [Member] | ||
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 104.313% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2021 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2022 | |
Debt Instrument, Redemption, Period Four [Member] | ||
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 102.156% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2022 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2023 | |
Debt Instrument, Redemption, Period Five [Member] | ||
Debt Instrument, Redemption [Line Items] | ||
Debt Instrument Redemption Price Percentage | 100.00% | |
Debt Instrument, Redemption Period, Start Date | Jan. 15, 2023 | |
Debt Instrument, Redemption Period, End Date | Jan. 14, 2024 |
Long-Term Debt (Schedule of E_7
Long-Term Debt (Schedule of Early Redemption Prices on 8% Senior Secured Notes due 2026) (Details) - Senior Secured Notes at 8.0, Due 2026 [Member] - Senior Secured Notes [Member] | Mar. 06, 2019 | Jun. 30, 2019 |
Debt instrument redemption price percentage | 108.00% | |
Debt Instrument, Redemption, Period One [Member] | ||
Debt instrument redemption price percentage | 104.00% | |
Debt instrument redemption period start date | Mar. 15, 2022 | |
Debt instrument redemption period end date | Mar. 14, 2023 | |
Debt Instrument, Redemption, Period Two [Member] | ||
Debt instrument redemption price percentage | 102.00% | |
Debt instrument redemption period start date | Mar. 15, 2023 | |
Debt instrument redemption period end date | Mar. 14, 2024 | |
Debt Instrument, Redemption, Period Three [Member] | ||
Debt instrument redemption price percentage | 100.00% | |
Debt instrument redemption period start date | Mar. 15, 2024 | |
Debt instrument redemption period end date | Mar. 14, 2026 |
Long-Term Debt (8.0% Senior Not
Long-Term Debt (8.0% Senior Notes, Due 2019) (Narrative) (Details) - USD ($) | Jun. 22, 2018 | Jul. 18, 2012 | Mar. 21, 2012 | Nov. 22, 2011 | Jun. 30, 2019 | Dec. 31, 2011 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Long-term debt outstanding | $ 13,599,000,000 | $ 13,596,000,000 | |||||
Senior Notes at 8.875, Due 2015 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | $ 934,000,000 | $ 850,000,000 | $ 1,000,000,000 | ||||
Senior Notes at 8.0, Due 2019 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, offering date | Nov. 22, 2011 | ||||||
Debt instrument aggregate principal amount | $ 1,000,000,000 | ||||||
Debt instrument, maturity date | Nov. 15, 2019 | ||||||
Long-term debt outstanding | $ 155,000,000 | $ 155,000,000 | 155,000,000 | ||||
Debt instrument stated interest rate | 8.00% | 8.00% | 8.00% | ||||
Senior Notes at 8.0, Due 2019, March 21, 2012 Secondary Offering [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument stated interest rate | 8.00% | ||||||
Senior Notes at 8.0, Due 2019, March 21, 2012 Secondary Offering [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, offering date | Mar. 21, 2012 | ||||||
Debt instrument aggregate principal amount | $ 1,000,000,000 | ||||||
Debt instrument prepium percentage | 102.50% | ||||||
Junior-Priority Secured Notes Due 2023 [Member] | Junior-Priority Secured Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, offering date | Jun. 22, 2018 | ||||||
Debt instrument aggregate principal amount | $ 1,770,000,000 | ||||||
Long-term debt outstanding | $ 1,770,000,000 | $ 1,770,000,000 | |||||
Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum period notice for redemption of debt | 15 days | ||||||
Maximum period notice for redemption of debt | 60 days | ||||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes at 8.0, Due 2019 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum period notice for redemption of debt | 30 days | ||||||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (7.125% Senior N
Long-Term Debt (7.125% Senior Notes, Due 2020) (Narrative) (Details) - USD ($) | Jun. 22, 2018 | Jul. 18, 2012 | Mar. 21, 2012 | Jun. 30, 2019 | Dec. 31, 2011 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 13,599,000,000 | $ 13,596,000,000 | ||||
Senior Notes [Member] | Senior Notes at 8.875, Due 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt amount | $ 934,000,000 | $ 850,000,000 | $ 1,000,000,000 | |||
Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Jul. 18, 2012 | |||||
Long-term debt outstanding | $ 121,000,000 | $ 121,000,000 | 121,000,000 | |||
Extinguishment of debt amount | 1,079,000,000 | |||||
Debt instrument stated interest rate | 7.125% | |||||
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, offering date | Jun. 22, 2018 | |||||
Debt instrument aggregate principal amount | $ 1,355,000,000 | |||||
Long-term debt outstanding | $ 1,355,000,000 | $ 1,355,000,000 | ||||
Debt instrument stated interest rate | 8.175% | |||||
Junior Priority Secured Notes One [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 1,079,000,000 | |||||
Debt Instrument, Redemption, Period Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Minimum period notice for redemption of debt | 15 days | |||||
Maximum period notice for redemption of debt | 60 days | |||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Minimum period notice for redemption of debt | 30 days | |||||
Maximum period notice for redemption of debt | 60 days | |||||
Debt Instrument, Redemption, Period Two [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Minimum period notice for redemption of debt | 15 days | |||||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (5.125% Senior N
Long-Term Debt (5.125% Senior Notes, Due 2021 Narrative) (Details) - USD ($) | Jun. 22, 2018 | Jan. 27, 2014 | Jun. 30, 2019 |
Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | |||
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% | ||
Debt Instrument, Redemption, Period Two [Member] | |||
Debt Instrument [Line Items] | |||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Minimum period notice for redemption of debt | 30 days | ||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (6.875% Senior N
Long-Term Debt (6.875% Senior Notes, Due 2022 Narrative) (Details) - USD ($) | Jun. 22, 2018 | Jan. 27, 2014 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Long-term debt outstanding | $ 13,599,000,000 | $ 13,596,000,000 | ||
Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jan. 27, 2014 | |||
Debt instrument aggregate principal amount | $ 3,000,000,000 | |||
Long-term debt outstanding | $ 2,632,000,000 | $ 2,632,000,000 | 2,632,000,000 | |
Debt instrument stated interest rate | 6.875% | |||
Extinguishment of debt amount | 368,000,000 | |||
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jun. 22, 2018 | |||
Debt instrument aggregate principal amount | $ 1,355,000,000 | |||
Long-term debt outstanding | $ 1,355,000,000 | $ 1,355,000,000 | ||
Debt instrument stated interest rate | 8.175% | |||
Debt instrument, amount issued for repurchase | $ 276,000,000 | |||
Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 30 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (6.25% Senior Se
Long-Term Debt (6.25% Senior Secured Notes, Due 2023 Narrative) (Details) - USD ($) | Jun. 22, 2018 | May 12, 2017 | Mar. 16, 2017 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||||
Issuance of long-term debt | $ 2,034,000,000 | |||
Senior Secured Notes [Member] | Senior Secured Notes at 6.25, Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 2,200,000,000 | |||
Debt instrument stated interest rate | 6.25% | |||
Secured Debt [Member] | Senior Secured Notes at 6.25, Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 3,100,000,000 | |||
Issuance of long-term debt | 900,000,000 | |||
Secured Debt [Member] | Credit Facility, Term Loan F [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt amount | $ 1,445,000,000 | |||
Secured Debt [Member] | Credit Facility, Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt amount | $ 713,000,000 | |||
Debt Instrument, Redemption, Period One [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25, Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 100.00% | |||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 6¼% Senior Secured Notes. | |||
Minimum period notice for redemption of debt | 30 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25, Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||
Debt instrument redemption price percentage | 106.25% | |||
Maximum [Member] | Senior Secured Notes [Member] | Senior Secured Notes At 5.125 Due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt amount | $ 700,000,000 |
Long-Term Debt (Junior-Priority
Long-Term Debt (Junior-Priority Secured Notes due 2023 Narrative) (Details) - USD ($) | Jun. 22, 2018 | Nov. 22, 2011 | Jun. 30, 2019 | Mar. 21, 2012 |
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jun. 22, 2018 | |||
Debt instrument aggregate principal amount | $ 1,770,000,000 | |||
Debt instrument, interest rate, stated percentage, period 1 | 11.00% | |||
Debt instrument, interest rate, stated percentage, period 2 | 9.875% | |||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 2023 Junior-Priority Notes. | |||
Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Nov. 22, 2011 | |||
Debt instrument aggregate principal amount | $ 1,000,000,000 | |||
Debt instrument stated interest rate | 8.00% | 8.00% | 8.00% | |
Debt Instrument, Redemption, Period One [Member] | Junior-Priority Secured Notes Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 100.00% | |||
Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||
Debt instrument redemption price percentage | 109.875% | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 30 days | |||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (Junior-Priori_2
Long-Term Debt (Junior-Priority Secured Notes due 2024 Narrative) (Details) - USD ($) | Jun. 22, 2018 | Jan. 27, 2014 | Jul. 18, 2012 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||||
Minimum number of days prior to maturity | 60 days | |||
Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jun. 22, 2018 | |||
Debt instrument aggregate principal amount | $ 1,355,000,000 | |||
Debt instrument stated interest rate | 8.175% | |||
Junior Priority Secured Notes One [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 1,079,000,000 | |||
Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jul. 18, 2012 | |||
Extinguishment of debt amount | 1,079,000,000 | |||
Debt instrument stated interest rate | 7.125% | |||
Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, offering date | Jan. 27, 2014 | |||
Debt instrument aggregate principal amount | $ 3,000,000,000 | |||
Extinguishment of debt amount | $ 368,000,000 | |||
Debt instrument stated interest rate | 6.875% | |||
Debt Instrument, Redemption, Period One [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 100.00% | |||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 2024 Junior-Priority Notes. | |||
Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | |||
Debt instrument redemption price percentage | 108.125% | |||
Minimum period notice for redemption of debt | 15 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 30 days | |||
Maximum period notice for redemption of debt | 60 days | |||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum period notice for redemption of debt | 30 days | |||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (8.625% Senior S
Long-Term Debt (8.625% Senior Secured Notes, Due 2024 Narrative) (Details) - USD ($) | Jul. 06, 2018 | Jun. 22, 2018 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||
Issuance of long-term debt | $ 2,034,000,000 | ||
Minimum number of days prior to maturity | 60 days | ||
Senior Secured Notes [Member] | Senior Secured Notes at 8.625, Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, offering date | Jul. 6, 2018 | ||
Debt instrument aggregate principal amount | $ 1,033,000,000 | ||
Debt instrument stated interest rate | 8.625% | ||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||
Debt instrument redemption price percentage | 108.625% | ||
Debt Instrument, Redemption, Period One [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625, Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument redemption price percentage | 100.00% | ||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 8⅝% Senior Secured Notes. | ||
Debt Instrument, Redemption, Period Two [Member] | |||
Debt Instrument [Line Items] | |||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625, Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days |
Long-Term Debt (8% Senior Secur
Long-Term Debt (8% Senior Secured Notes, Due 2026 Narrative) (Details) - USD ($) | Mar. 06, 2019 | Jun. 22, 2018 | Jun. 30, 2019 |
Senior Secured Notes [Member] | Senior Secured Notes at 8.0, Due 2026 [Member] | |||
Debt instrument, offering date | Mar. 6, 2019 | ||
Debt instrument aggregate principal amount | $ 1,601,000,000 | ||
Debt instrument stated interest rate | 8.00% | ||
Debt instrument redemption description | plus a "make-whole" premium, as described in the indenture governing the 8% Senior Secured Notes. | ||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||
Debt instrument redemption price percentage | 108.00% | ||
Debt Instrument, Redemption, Period One [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.0, Due 2026 [Member] | |||
Debt instrument redemption price percentage | 104.00% | ||
Debt Instrument, Redemption, Period Two [Member] | |||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.0, Due 2026 [Member] | |||
Debt instrument redemption price percentage | 102.00% | ||
Debt Instrument, Redemption, Period Three [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.0, Due 2026 [Member] | |||
Debt instrument redemption price percentage | 100.00% |
Long-Term Debt (Loss (gain) fro
Long-Term Debt (Loss (gain) from Early Extinguishment of Debt Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Loss (gain) from early extinguishment of debt | $ (64,000,000) | $ 31,000,000 | $ (59,000,000) | |
Loss (gain) on extinguishment of debt, net of tax | $ (50,000,000) | $ 23,000,000 | $ (46,000,000) | |
Maximum [Member] | ||||
Loss (gain) from early extinguishment of debt | $ 0 |
Long-Term Debt (Other Debt Narr
Long-Term Debt (Other Debt Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)item | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)item | Jun. 30, 2018USD ($) | |
Debt Instrument [Line Items] | ||||
Interest paid on borrowings | $ 117 | $ 274 | $ 318 | $ 486 |
Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of separate interest rate swaps | item | 3 | 3 | ||
Interest Rate Swap, Currently Effective [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | $ 700 | $ 700 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Investments in equity securities | $ 136 | $ 137 |
Available-for-sale securities | 99 | 93 |
Trading securities | 12 | 11 |
Carrying Amount [Member] | ||
Assets: | ||
Cash and cash equivalents | 207 | 196 |
Investments in equity securities | 136 | 137 |
Available-for-sale securities | 99 | 93 |
Trading securities | 12 | 11 |
Carrying Amount [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 1,602 | |
Carrying Amount [Member] | Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 155 | 155 |
Carrying Amount [Member] | Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 121 | 121 |
Carrying Amount [Member] | Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 2,599 | 2,593 |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 986 | 984 |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25, Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 3,071 | 3,067 |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625, Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,022 | 1,021 |
Carrying Amount [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.0, Due 2026 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,572 | |
Carrying Amount [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,752 | 1,750 |
Carrying Amount [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,339 | 1,338 |
Carrying Amount [Member] | Receivables Facility and Other Debt, Type [Member] | ABL Facility and Other Debt [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 763 | 734 |
Estimated Fair Value [Member] | ||
Assets: | ||
Cash and cash equivalents | 207 | 196 |
Investments in equity securities | 136 | 137 |
Available-for-sale securities | 99 | 93 |
Trading securities | 12 | 11 |
Estimated Fair Value [Member] | Credit Facility, Type of Debt [Member] | Credit Facility, Name [Member] | ||
Liabilities: | ||
Credit Facility, Fair Value Disclosure | 1,564 | |
Estimated Fair Value [Member] | Senior Notes [Member] | Senior Notes at 8.0, Due 2019 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 152 | 146 |
Estimated Fair Value [Member] | Senior Notes [Member] | Senior Notes at 7.125, Due 2020 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 112 | 100 |
Estimated Fair Value [Member] | Senior Notes [Member] | Senior Notes at 6.875, Due 2022 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,773 | 1,175 |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 5.125, Due 2021 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 988 | 934 |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 6.25, Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 2,990 | 2,819 |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.625, Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,039 | 1,025 |
Estimated Fair Value [Member] | Senior Secured Notes [Member] | Senior Secured Notes at 8.0, Due 2026 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,544 | |
Estimated Fair Value [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2023 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,442 | 1,380 |
Estimated Fair Value [Member] | Junior-Priority Secured Notes [Member] | Junior-Priority Secured Notes Due 2024 [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | 1,017 | 976 |
Estimated Fair Value [Member] | Receivables Facility and Other Debt, Type [Member] | ABL Facility and Other Debt [Member] | ||
Liabilities: | ||
Notes Payable, Fair Value Disclosure | $ 763 | $ 734 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Schedule of Interest Rate Swaps) (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Interest Rate Swaps One [Member] | |
Derivative [Line Items] | |
Notional Amount, Asset | $ 200,000,000 |
Fixed Interest Rate | 2.515% |
Termination Date | Aug. 30, 2019 |
Fair Value of Asset | |
Interest Rate Swaps Two [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 200,000,000 |
Fixed Interest Rate | 2.613% |
Termination Date | Aug. 30, 2019 |
Fair Value of Liability | |
Interest Rate Swaps Three [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 300,000,000 |
Fixed Interest Rate | 2.892% |
Termination Date | Aug. 30, 2020 |
Fair Value of Liability | $ (3,000,000) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Narrative) (Details) $ in Millions | Jun. 30, 2019USD ($) |
Fair Value of Financial Instruments [Abstract] | |
Interest expense arising from spread in fixed and floating rates of interest rate swap agreements that will be recognized in next 12 months | $ 2 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments (Schedule of Pre-tax Gain (Loss) Recognized as a Component of Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Pre-Tax (Loss) Gain Recognized in OCI (Effective Portion) | $ (1) | $ 6 | $ (3) | $ 23 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments (Schedule of Effective Portion of the Pre-tax Loss Reclassified from AOCL into Interest Expense on the Consolidated Statements of Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Pre-Tax Loss (Gain) Reclassified from AOCL into Income (Effective Portion) | $ 2 | $ (1) | $ 7 |
Fair Value of Financial Instr_9
Fair Value of Financial Instruments (Schedule of the Fair Value of Derivative Instruments in the Consolidated Balance Sheet) (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives designated as hedging instruments | $ 3 | |
Other Long-term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives designated as hedging instruments | $ 3 | $ 2 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Fair Value [Abstract] | ||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, level 2 to level 1 transfers, amount | $ 0 | $ 0 |
Fair Value (Schedule of Fair Va
Fair Value (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in equity securities | $ 136 | $ 137 |
Available-for-sale securities | 99 | 93 |
Trading securities | 12 | 11 |
Fair value of interest rate swap agreements | 3 | |
Total assets | 247 | 244 |
Fair value of interest rate swap agreements | 3 | 2 |
Total liabilities | 3 | 2 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in equity securities | 136 | 137 |
Total assets | 136 | 137 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 99 | 93 |
Trading securities | 12 | 11 |
Fair value of interest rate swap agreements | 3 | |
Total assets | 111 | 107 |
Fair value of interest rate swap agreements | 3 | 2 |
Total liabilities | $ 3 | $ 2 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Millions | Dec. 22, 2016USD ($)ft²stateitem | Jun. 30, 2019USD ($)item |
Capital Leased Assets [Line Items] | ||
Operating lease right-of-use asset | $ | $ 603 | |
HCP, Inc. [Member] | ||
Capital Leased Assets [Line Items] | ||
Proceeds from sale-lease back | $ | $ 159 | |
Number of buildings in transaction | item | 10 | |
Area of real estate property | ft² | 756,183 | |
Number of states the buildings are located | state | 5 | |
Number of financing obligations remain outstanding | item | 6 | |
Number of medical office buildings divested | item | 4 | |
Medical Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Operating lease right-of-use asset | $ | $ 14 |
Leases (Components of Lease Cos
Leases (Components of Lease Cost and Rent Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 48 | $ 95 |
Short-term rent expense | 27 | 59 |
Variable lease cost | 7 | 10 |
Sublease Income | (1) | (2) |
Total operating lease cost | 81 | 162 |
Finance lease cost: | ||
Amortization of right-of-use assets | 3 | 6 |
Interest on finance lease liabilities | 2 | 4 |
Total finance lease cost | $ 5 | $ 10 |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet Information Related to Leases) (Details) $ in Millions | Jun. 30, 2019USD ($) |
Operating Leases: | |
Operating Lease ROU Assets | $ 603 |
Finance Leases: | |
Finance Lease ROU Assets | 184 |
Accumulated amortization | (59) |
Current finance lease liabilities | 8 |
Long-term finance lease liabilities | $ 118 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow and Other Information Related to Leases) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 78 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases | 4 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases | 5 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 1 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 47 |
Weighted-average remaining lease term: Operating leases | 6 years |
Weighted-average remaining lease term: Finance leases | 20 years |
Weighted-average discount rate: Operating leases | 9.30% |
Weighted-average discount rate: Finance leases | 5.70% |
Leases (Commitments Relating to
Leases (Commitments Relating to Noncancellable Lease Obligations) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 | |
Operating Leases | |||
2019 (remaining six months) | $ 104 | ||
2020 | 165 | ||
2021 | 123 | ||
2022 | 100 | ||
2023 | 80 | ||
Thereafter | 243 | ||
Total minimum future payments | 815 | ||
Less: Imputed interest | (203) | ||
Total liabilities | 612 | ||
Less: current portion | (133) | ||
Long-term liabilities | 479 | ||
Finance Leases | |||
2019 (remaining six months) | 7 | ||
2020 | 13 | ||
2021 | 11 | ||
2022 | 10 | ||
2023 | 16 | ||
Thereafter | 166 | ||
Total minimum future payments | 223 | ||
Less: Imputed interest | (97) | ||
Total liabilities | 126 | ||
Less: Current portion | (8) | ||
Long-term liabilities | 118 | ||
Financing Obligations | |||
2019 (remaining six months) | 4 | ||
2020 | 7 | ||
2021 | 7 | ||
2022 | 7 | ||
2023 | 7 | ||
Thereafter | 120 | ||
Total minimum future payments | 152 | ||
Less: Imputed interest | (51) | ||
Total financing obligations | 101 | ||
Less: Current portion | (3) | ||
Long-term liabilities | $ 98 | ||
Lease Accounting Prior to Adoption of ASC 842 [Member] | |||
Operating Leases | |||
2019 | [1] | $ 188 | |
2020 | [1] | 157 | |
2021 | [1] | 121 | |
2022 | [1] | 98 | |
2023 | [1] | 79 | |
Thereafter | [1] | 234 | |
Total minimum future payments | [1] | 877 | |
Capital Leases | |||
2019 | 12 | ||
2020 | 10 | ||
2021 | 8 | ||
2022 | 7 | ||
2023 | 14 | ||
Thereafter | 121 | ||
Total minimum future payments | 172 | ||
Less: Imputed interest | (80) | ||
Total capital lease obligations | 92 | ||
Less: Current portion | (8) | ||
Long-term capital lease obligations | 84 | ||
Financing Obligations | |||
2019 | 12 | ||
2020 | 9 | ||
2021 | 10 | ||
2022 | 10 | ||
2023 | 10 | ||
Thereafter | 106 | ||
Total minimum future payments | 157 | ||
Less: Imputed interest | (18) | ||
Total financing obligations | 139 | ||
Less: Current portion | (5) | ||
Long-term liabilities | $ 134 | ||
[1] | Minimum lease payments have not been reduced by minimum sublease rentals due in the future, which are considered immaterial. |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - Unfunded Supplemental Employee Retirement Plan (SERP) [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit cost | $ 2,000,000 | $ 2,000,000 | $ 3,000,000 | $ 4,000,000 | |
Accrued benefits liabilities | 69,000,000 | $ 69,000,000 | $ 66,000,000 | ||
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, discount rate | 4.20% | 3.40% | |||
Defined benefit plans and other post-retirement plans, weighted-average assumptions to determine net periodic cost, rate of compensation increase | 3.00% | 2.00% | |||
Assets in a rabbi trust generally designated to pay benefits of the SERP | $ 80,000,000 | $ 80,000,000 | $ 74,000,000 | ||
Defined benefit plan, noncash settlement loss | $ 0 | $ 1,000,000 |
Contingencies (Contingencies Na
Contingencies (Contingencies Narrative) (Details) - USD ($) $ in Millions | Nov. 09, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Pending Litigation [Member] | Litigation Matters Where Negative Outcome Is Reasonably Possible [Member] | |||||
Loss Contingencies [Line Items] | |||||
Attorneys' fees and other costs incurred | $ 2 | $ 4 | $ 1 | ||
Pending Litigation [Member] | Maximum [Member] | Litigation Matters Where Negative Outcome Is Reasonably Possible [Member] | |||||
Loss Contingencies [Line Items] | |||||
Attorneys' fees and other costs incurred | $ 1 | ||||
U.S. ex re. Baker vs. Community Health Systems, Inc. [Member] | |||||
Loss Contingencies [Line Items] | |||||
Judgment awarded | $ 1.9 |
Contingencies (Schedule of Reco
Contingencies (Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies) (Details) - Pending Litigation [Member] - Other Probable Contingencies [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Loss Contingency Accrual [Roll Forward] | |
Beginning Balance | $ 19 |
Expense | 3 |
Reserve for insured claim | |
Cash payments | (5) |
Ending Balance | $ 17 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] | Aug. 01, 2019item |
Lebanon, Tennessee [Member] | Tennova Healthcare [Member] | |
Subsequent Event [Line Items] | |
Number of licensed beds | 245 |
College Station, Texas [Member] | College Station Medical Center [Member] | |
Subsequent Event [Line Items] | |
Number of licensed beds | 167 |
Canton, Mississippi [Member] | Merit Health Madison [Member] | |
Subsequent Event [Line Items] | |
Number of licensed beds | 67 |
Percentage of ownership interest sold | 50.00% |
Supplemental Condensed Consol_4
Supplemental Condensed Consolidating Financial Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2019item | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Percentage of owned domestic subsidiaries which guaranteed senior notes | 100.00% |
Number of hospitals jointly owned with non-profit health organizations | 3 |
Supplemental Condensed Consol_5
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidating Statements of Income | ||||
Net operating revenues | $ 3,302 | $ 3,562 | $ 6,679 | $ 7,251 |
Operating costs and expenses: | ||||
Salaries and benefits | 1,488 | 1,617 | 3,030 | 3,265 |
Supplies | 539 | 592 | 1,097 | 1,208 |
Other operating expenses | 893 | 879 | 1,704 | 1,789 |
Government and other legal settlements and related costs | 4 | 1 | 9 | 7 |
Electronic health records incentive reimbursement | (1) | |||
Lease cost and rent | 81 | 85 | 162 | 173 |
Depreciation and amortization | 153 | 177 | 305 | 358 |
Impairment and (gain) loss on sale of businesses, net | 33 | 174 | 71 | 202 |
Total operating costs and expenses | 3,191 | 3,525 | 6,378 | 7,001 |
Income from operations | 111 | 37 | 301 | 250 |
Interest expense, net | 265 | 235 | 522 | 464 |
(Gain) loss from early extinguishment of debt | (64) | 31 | (59) | |
Equity in earnings of unconsolidated affiliates | (5) | (5) | (9) | (12) |
Loss before income taxes | (149) | (129) | (243) | (143) |
(Benefit from) provision for income taxes | (3) | (38) | 3 | (45) |
Net loss | (146) | (91) | (246) | (98) |
Less: Net income attributable to noncontrolling interests | 21 | 19 | 39 | 37 |
Net loss attributable to Community Health Systems, Inc. stockholders | (167) | (110) | (285) | (135) |
Consolidation, Eliminations [Member] | ||||
Operating costs and expenses: | ||||
Equity in earnings of unconsolidated affiliates | (177) | (423) | (375) | (443) |
Loss before income taxes | 177 | 423 | 375 | 443 |
Net loss | 177 | 423 | 375 | 443 |
Net loss attributable to Community Health Systems, Inc. stockholders | 177 | 423 | 375 | 443 |
Parent Guarantor [Member] | ||||
Operating costs and expenses: | ||||
Equity in earnings of unconsolidated affiliates | 167 | 110 | 285 | 135 |
Loss before income taxes | (167) | (110) | (285) | (135) |
Net loss | (167) | (110) | (285) | (135) |
Net loss attributable to Community Health Systems, Inc. stockholders | (167) | (110) | (285) | (135) |
Issuer [Member] | ||||
Condensed Consolidating Statements of Income | ||||
Net operating revenues | 1 | (2) | 44 | (8) |
Operating costs and expenses: | ||||
Other operating expenses | 22 | 22 | ||
Impairment and (gain) loss on sale of businesses, net | (2) | 14 | (2) | 14 |
Total operating costs and expenses | 20 | 14 | 20 | 14 |
Income from operations | (19) | (16) | 24 | (22) |
Interest expense, net | 157 | 98 | 296 | 189 |
(Gain) loss from early extinguishment of debt | (65) | 31 | (61) | |
Equity in earnings of unconsolidated affiliates | (7) | 116 | (9) | 82 |
Loss before income taxes | (169) | (165) | (294) | (232) |
(Benefit from) provision for income taxes | (2) | (55) | (9) | (97) |
Net loss | (167) | (110) | (285) | (135) |
Net loss attributable to Community Health Systems, Inc. stockholders | (167) | (110) | (285) | (135) |
Other Guarantor [Member] | ||||
Condensed Consolidating Statements of Income | ||||
Net operating revenues | 2,010 | 2,182 | 4,083 | 4,467 |
Operating costs and expenses: | ||||
Salaries and benefits | 766 | 833 | 1,567 | 1,680 |
Supplies | 351 | 388 | 724 | 793 |
Other operating expenses | 592 | 577 | 1,122 | 1,184 |
Government and other legal settlements and related costs | 4 | 1 | 9 | 7 |
Lease cost and rent | 43 | 44 | 84 | 90 |
Depreciation and amortization | 93 | 113 | 186 | 229 |
Impairment and (gain) loss on sale of businesses, net | 21 | 4 | 45 | 20 |
Total operating costs and expenses | 1,870 | 1,960 | 3,737 | 4,003 |
Income from operations | 140 | 222 | 346 | 464 |
Interest expense, net | 127 | 145 | 263 | 288 |
(Gain) loss from early extinguishment of debt | 1 | 2 | ||
Equity in earnings of unconsolidated affiliates | 12 | 192 | 90 | 214 |
Loss before income taxes | 1 | (116) | (7) | (40) |
(Benefit from) provision for income taxes | (2) | 4 | (4) | 48 |
Net loss | 3 | (120) | (3) | (88) |
Net loss attributable to Community Health Systems, Inc. stockholders | 3 | (120) | (3) | (88) |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Consolidating Statements of Income | ||||
Net operating revenues | 1,291 | 1,382 | 2,552 | 2,792 |
Operating costs and expenses: | ||||
Salaries and benefits | 722 | 784 | 1,463 | 1,585 |
Supplies | 188 | 204 | 373 | 415 |
Other operating expenses | 279 | 302 | 560 | 605 |
Electronic health records incentive reimbursement | (1) | |||
Lease cost and rent | 38 | 41 | 78 | 83 |
Depreciation and amortization | 60 | 64 | 119 | 129 |
Impairment and (gain) loss on sale of businesses, net | 14 | 156 | 28 | 168 |
Total operating costs and expenses | 1,301 | 1,551 | 2,621 | 2,984 |
Income from operations | (10) | (169) | (69) | (192) |
Interest expense, net | (19) | (8) | (37) | (13) |
Loss before income taxes | 9 | (161) | (32) | (179) |
(Benefit from) provision for income taxes | 1 | 13 | 16 | 4 |
Net loss | 8 | (174) | (48) | (183) |
Less: Net income attributable to noncontrolling interests | 21 | 19 | 39 | 37 |
Net loss attributable to Community Health Systems, Inc. stockholders | $ (13) | $ (193) | $ (87) | $ (220) |
Supplemental Condensed Consol_6
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Comprehensive Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||||
Net (loss) income | $ (146) | $ (91) | $ (246) | $ (98) |
Other comprehensive income (loss), net of income taxes: | ||||
Net change in fair value of interest rate swaps, net of tax | 7 | (2) | 25 | |
Net change in fair value of available-for-sale securities, net of tax | 2 | (1) | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 | ||
Other comprehensive income | 2 | 7 | 2 | 24 |
Comprehensive loss | (144) | (84) | (244) | (74) |
Less: Comprehensive income attributable to noncontrolling interests | 21 | 19 | 39 | 37 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | (165) | (103) | (283) | (111) |
Consolidation, Eliminations [Member] | ||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||||
Net (loss) income | 177 | 423 | 375 | 443 |
Other comprehensive income (loss), net of income taxes: | ||||
Net change in fair value of interest rate swaps, net of tax | (7) | 2 | (25) | |
Net change in fair value of available-for-sale securities, net of tax | (4) | 2 | (8) | 4 |
Amortization and recognition of unrecognized pension cost components, net of tax | (2) | (2) | ||
Other comprehensive income | (4) | (7) | (6) | (23) |
Comprehensive loss | 173 | 416 | 369 | 420 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | 173 | 416 | 369 | 420 |
Parent Guarantor [Member] | ||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||||
Net (loss) income | (167) | (110) | (285) | (135) |
Other comprehensive income (loss), net of income taxes: | ||||
Net change in fair value of interest rate swaps, net of tax | 7 | (2) | 25 | |
Net change in fair value of available-for-sale securities, net of tax | 2 | (1) | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 | ||
Other comprehensive income | 2 | 7 | 2 | 24 |
Comprehensive loss | (165) | (103) | (283) | (111) |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | (165) | (103) | (283) | (111) |
Issuer [Member] | ||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||||
Net (loss) income | (167) | (110) | (285) | (135) |
Other comprehensive income (loss), net of income taxes: | ||||
Net change in fair value of interest rate swaps, net of tax | 7 | (2) | 25 | |
Net change in fair value of available-for-sale securities, net of tax | 2 | (1) | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 | ||
Other comprehensive income | 2 | 7 | 2 | 24 |
Comprehensive loss | (165) | (103) | (283) | (111) |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | (165) | (103) | (283) | (111) |
Other Guarantor [Member] | ||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||||
Net (loss) income | 3 | (120) | (3) | (88) |
Other comprehensive income (loss), net of income taxes: | ||||
Net change in fair value of available-for-sale securities, net of tax | 2 | (1) | 4 | (2) |
Amortization and recognition of unrecognized pension cost components, net of tax | 1 | 1 | ||
Other comprehensive income | 2 | 4 | (1) | |
Comprehensive loss | 5 | (120) | 1 | (89) |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | 5 | (120) | 1 | (89) |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Consolidating Statement of Comprehensive Income (Unaudited) | ||||
Net (loss) income | 8 | (174) | (48) | (183) |
Other comprehensive income (loss), net of income taxes: | ||||
Amortization and recognition of unrecognized pension cost components, net of tax | ||||
Comprehensive loss | 8 | (174) | (48) | (183) |
Less: Comprehensive income attributable to noncontrolling interests | 21 | 19 | 39 | 37 |
Comprehensive loss attributable to Community Health Systems, Inc. stockholders | $ (13) | $ (193) | $ (87) | $ (220) |
Supplemental Condensed Consol_7
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Balance Sheet) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||
Cash and cash equivalents | $ 207 | $ 196 | ||||
Patient accounts receivable | 2,356 | 2,352 | ||||
Supplies | 378 | 402 | ||||
Prepaid income taxes | 3 | |||||
Prepaid expenses and taxes | 177 | 196 | ||||
Other current assets | 366 | 400 | ||||
Total current assets | 3,484 | 3,549 | ||||
Property and equipment, net | 5,934 | 6,139 | ||||
Goodwill | 4,494 | 4,559 | ||||
Deferred income taxes | 57 | 69 | ||||
Other assets, net | 2,163 | 1,543 | ||||
Total assets | 16,132 | 15,859 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 206 | 204 | ||||
Current operating lease liabilities | 133 | |||||
Accounts payable | 812 | 887 | ||||
Accrued interest | 388 | 206 | ||||
Accrued liabilities | 964 | 1,095 | ||||
Total current liabilities | 2,503 | 2,392 | ||||
Long-term debt | 13,393 | 13,392 | ||||
Deferred income taxes | 26 | 26 | ||||
Long-term operating lease liabilities | 479 | |||||
Other long-term liabilities | 987 | 1,008 | ||||
Total liabilities | 17,388 | 16,818 | ||||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 503 | 504 | ||||
Community Health Systems, Inc. stockholders' deficit: | ||||||
Preferred stock | ||||||
Common stock | 1 | 1 | ||||
Additional paid-in capital | 2,002 | 2,017 | ||||
Accumulated other comprehensive loss | (8) | (10) | ||||
(Accumulated deficit) retained earnings | (3,828) | (3,543) | ||||
Total Community Health Systems, Inc. stockholders' deficit | (1,833) | (1,535) | ||||
Noncontrolling interests in equity of consolidated subsidiaries | 74 | 72 | ||||
Total stockholders' deficit | (1,759) | $ (1,590) | (1,463) | $ (803) | $ (701) | $ (692) |
Total liabilities and stockholders' deficit | 16,132 | 15,859 | ||||
Consolidation, Eliminations [Member] | ||||||
Current assets: | ||||||
Intercompany receivable | (23,504) | (23,905) | ||||
Net investment in subsidiaries | (34,049) | (33,259) | ||||
Total assets | (57,553) | (57,164) | ||||
Current liabilities: | ||||||
Intercompany payable | (61,023) | (60,266) | ||||
Total liabilities | (61,023) | (60,266) | ||||
Community Health Systems, Inc. stockholders' deficit: | ||||||
Additional paid-in capital | 818 | 732 | ||||
Accumulated other comprehensive loss | 18 | 24 | ||||
(Accumulated deficit) retained earnings | 2,634 | 2,346 | ||||
Total Community Health Systems, Inc. stockholders' deficit | 3,470 | 3,102 | ||||
Total stockholders' deficit | 3,470 | 3,102 | ||||
Total liabilities and stockholders' deficit | (57,553) | (57,164) | ||||
Parent Guarantor [Member] | ||||||
Current assets: | ||||||
Prepaid income taxes | 3 | |||||
Total current assets | 3 | |||||
Deferred income taxes | 57 | 69 | ||||
Total assets | 57 | 72 | ||||
Current liabilities: | ||||||
Intercompany payable | 1,863 | 1,572 | ||||
Deferred income taxes | 26 | 26 | ||||
Other long-term liabilities | 1 | 9 | ||||
Total liabilities | 1,890 | 1,607 | ||||
Community Health Systems, Inc. stockholders' deficit: | ||||||
Common stock | 1 | 1 | ||||
Additional paid-in capital | 2,002 | 2,017 | ||||
Accumulated other comprehensive loss | (8) | (10) | ||||
(Accumulated deficit) retained earnings | (3,828) | (3,543) | ||||
Total Community Health Systems, Inc. stockholders' deficit | (1,833) | (1,535) | ||||
Total stockholders' deficit | (1,833) | (1,535) | ||||
Total liabilities and stockholders' deficit | 57 | 72 | ||||
Issuer [Member] | ||||||
Current assets: | ||||||
Intercompany receivable | 12,552 | 12,696 | ||||
Other assets, net | 25 | |||||
Net investment in subsidiaries | 22,182 | 21,642 | ||||
Total assets | 34,734 | 34,363 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 155 | 155 | ||||
Accrued interest | 388 | 206 | ||||
Accrued liabilities | 1 | |||||
Total current liabilities | 544 | 361 | ||||
Long-term debt | 13,173 | 13,167 | ||||
Intercompany payable | 22,762 | 22,299 | ||||
Other long-term liabilities | 3 | 2 | ||||
Total liabilities | 36,482 | 35,829 | ||||
Community Health Systems, Inc. stockholders' deficit: | ||||||
Additional paid-in capital | (393) | (329) | ||||
Accumulated other comprehensive loss | (8) | (10) | ||||
(Accumulated deficit) retained earnings | (1,347) | (1,127) | ||||
Total Community Health Systems, Inc. stockholders' deficit | (1,748) | (1,466) | ||||
Total stockholders' deficit | (1,748) | (1,466) | ||||
Total liabilities and stockholders' deficit | 34,734 | 34,363 | ||||
Other Guarantor [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 163 | 135 | ||||
Patient accounts receivable | 1,949 | 1,974 | ||||
Supplies | 241 | 262 | ||||
Prepaid expenses and taxes | 128 | 132 | ||||
Other current assets | 112 | 132 | ||||
Total current assets | 2,593 | 2,635 | ||||
Intercompany receivable | 4,791 | 4,895 | ||||
Property and equipment, net | 3,802 | 3,994 | ||||
Goodwill | 2,692 | 2,760 | ||||
Other assets, net | 1,255 | 958 | ||||
Net investment in subsidiaries | 11,867 | 11,617 | ||||
Total assets | 27,000 | 26,859 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 26 | 22 | ||||
Current operating lease liabilities | 72 | |||||
Accounts payable | 507 | 595 | ||||
Accrued liabilities | 522 | 638 | ||||
Total current liabilities | 1,127 | 1,255 | ||||
Long-term debt | 144 | 147 | ||||
Intercompany payable | 24,639 | 24,599 | ||||
Long-term operating lease liabilities | 234 | |||||
Other long-term liabilities | 720 | 714 | ||||
Total liabilities | 26,864 | 26,715 | ||||
Community Health Systems, Inc. stockholders' deficit: | ||||||
Additional paid-in capital | 161 | 162 | ||||
Accumulated other comprehensive loss | (10) | (5) | ||||
(Accumulated deficit) retained earnings | (15) | (13) | ||||
Total Community Health Systems, Inc. stockholders' deficit | 136 | 144 | ||||
Total stockholders' deficit | 136 | 144 | ||||
Total liabilities and stockholders' deficit | 27,000 | 26,859 | ||||
Non-Guarantor Subsidiaries [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 44 | 61 | ||||
Patient accounts receivable | 407 | 378 | ||||
Supplies | 137 | 140 | ||||
Prepaid expenses and taxes | 49 | 64 | ||||
Other current assets | 254 | 268 | ||||
Total current assets | 891 | 911 | ||||
Intercompany receivable | 6,161 | 6,314 | ||||
Property and equipment, net | 2,132 | 2,145 | ||||
Goodwill | 1,802 | 1,799 | ||||
Other assets, net | 908 | 560 | ||||
Total assets | 11,894 | 11,729 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 25 | 27 | ||||
Current operating lease liabilities | 61 | |||||
Accounts payable | 305 | 292 | ||||
Accrued liabilities | 441 | 457 | ||||
Total current liabilities | 832 | 776 | ||||
Long-term debt | 76 | 78 | ||||
Intercompany payable | 11,759 | 11,796 | ||||
Long-term operating lease liabilities | 245 | |||||
Other long-term liabilities | 263 | 283 | ||||
Total liabilities | 13,175 | 12,933 | ||||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 503 | 504 | ||||
Community Health Systems, Inc. stockholders' deficit: | ||||||
Additional paid-in capital | (586) | (565) | ||||
Accumulated other comprehensive loss | (9) | |||||
(Accumulated deficit) retained earnings | (1,272) | (1,206) | ||||
Total Community Health Systems, Inc. stockholders' deficit | (1,858) | (1,780) | ||||
Noncontrolling interests in equity of consolidated subsidiaries | 74 | 72 | ||||
Total stockholders' deficit | (1,784) | (1,708) | ||||
Total liabilities and stockholders' deficit | $ 11,894 | $ 11,729 |
Supplemental Condensed Consol_8
Supplemental Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Cash Flows) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | $ 265 | $ 94 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related businesses | (13) | (10) |
Purchases of property and equipment | (212) | (295) |
Proceeds from disposition of hospitals and other ancillary operations | 161 | 88 |
Proceeds from sale of property and equipment | 1 | 4 |
Purchases of available-for-sale securities and equity securities | (39) | (38) |
Proceeds from sales of available-for-sale securities and equity securities | 52 | 63 |
Increase in other investments | (97) | (53) |
Net cash used in investing activities | (147) | (241) |
Cash flows from financing activities: | ||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) |
Deferred financing costs and other debt-related costs | (28) | (54) |
Proceeds from noncontrolling investors in joint ventures | 2 | 1 |
Redemption of noncontrolling investments in joint ventures | (2) | (6) |
Distributions to noncontrolling investors in joint ventures | (57) | (52) |
Borrowings under credit agreements | 23 | 26 |
Issuance of long-term debt | 2,034 | |
Proceeds from ABL facility | 25 | 587 |
Repayments of long-term indebtedness | (2,103) | (709) |
Net cash used in financing activities | (107) | (208) |
Net change in cash and cash equivalents | 11 | (355) |
Cash and cash equivalents at beginning of period | 196 | 563 |
Cash and cash equivalents at end of period | 207 | 208 |
Parent Guarantor [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 4 | 37 |
Cash flows from financing activities: | ||
Repurchase of restricted stock shares for payroll tax withholding requirements | (1) | (1) |
Changes in intercompany balances with affiliates, net | (3) | (36) |
Net cash used in financing activities | (4) | (37) |
Issuer [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (67) | (228) |
Cash flows from investing activities: | ||
Proceeds from disposition of hospitals and other ancillary operations | 18 | |
Net cash used in investing activities | 18 | |
Cash flows from financing activities: | ||
Deferred financing costs and other debt-related costs | (28) | (54) |
Changes in intercompany balances with affiliates, net | 94 | (186) |
Issuance of long-term debt | 2,034 | |
Proceeds from ABL facility | 25 | 538 |
Repayments of long-term indebtedness | (2,076) | (70) |
Net cash used in financing activities | 49 | 228 |
Other Guarantor [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 210 | 94 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related businesses | (6) | (3) |
Purchases of property and equipment | (176) | (213) |
Proceeds from disposition of hospitals and other ancillary operations | 135 | 12 |
Proceeds from sale of property and equipment | 1 | |
Purchases of available-for-sale securities and equity securities | (15) | (25) |
Proceeds from sales of available-for-sale securities and equity securities | 25 | 50 |
Increase in other investments | (63) | (24) |
Net cash used in investing activities | (100) | (202) |
Cash flows from financing activities: | ||
Changes in intercompany balances with affiliates, net | (82) | 315 |
Borrowings under credit agreements | 23 | 22 |
Proceeds from ABL facility | 49 | |
Repayments of long-term indebtedness | (23) | (636) |
Net cash used in financing activities | (82) | (250) |
Net change in cash and cash equivalents | 28 | (358) |
Cash and cash equivalents at beginning of period | 135 | 471 |
Cash and cash equivalents at end of period | 163 | 113 |
Non-Guarantor Subsidiaries [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 118 | 191 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related businesses | (7) | (7) |
Purchases of property and equipment | (36) | (82) |
Proceeds from disposition of hospitals and other ancillary operations | 8 | 76 |
Proceeds from sale of property and equipment | 1 | 3 |
Purchases of available-for-sale securities and equity securities | (24) | (13) |
Proceeds from sales of available-for-sale securities and equity securities | 27 | 13 |
Increase in other investments | (34) | (29) |
Net cash used in investing activities | (65) | (39) |
Cash flows from financing activities: | ||
Proceeds from noncontrolling investors in joint ventures | 2 | 1 |
Redemption of noncontrolling investments in joint ventures | (2) | (6) |
Distributions to noncontrolling investors in joint ventures | (57) | (52) |
Changes in intercompany balances with affiliates, net | (9) | (93) |
Borrowings under credit agreements | 4 | |
Repayments of long-term indebtedness | (4) | (3) |
Net cash used in financing activities | (70) | (149) |
Net change in cash and cash equivalents | (17) | 3 |
Cash and cash equivalents at beginning of period | 61 | 92 |
Cash and cash equivalents at end of period | $ 44 | $ 95 |