Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-15925 | |
Entity Registrant Name | COMMUNITY HEALTH SYSTEMS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3893191 | |
Entity Address, Address Line One | 4000 Meridian Boulevard | |
Entity Address, City or Town | Franklin | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37067 | |
City Area Code | 615 | |
Local Phone Number | 465-7000 | |
Title of 12(b) Security | Common Stock, $.01 par value | |
Trading Symbol | CYH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 132,139,544 | |
Entity Central Index Key | 0001108109 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of (Loss) Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net operating revenues | $ 3,013 | $ 3,025 |
Operating costs and expenses: | ||
Salaries and benefits | 1,303 | 1,408 |
Supplies | 491 | 498 |
Other operating expenses | 738 | 737 |
Government and other legal settlements and related costs | 2 | |
Lease cost and rent | 78 | 81 |
Pandemic relief funds | (82) | |
Depreciation and amortization | 138 | 144 |
Impairment and (gain) loss on sale of businesses, net | 21 | 45 |
Total operating costs and expenses | 2,687 | 2,915 |
Income from operations | 326 | 110 |
Interest expense, net | 231 | 262 |
Loss from early extinguishment of debt | 71 | 4 |
Equity in earnings of unconsolidated affiliates | (10) | (7) |
Income (loss) before income taxes | 34 | (149) |
Provision for (benefit from) income taxes | 69 | (183) |
Net (loss) income | (35) | 34 |
Less: Net income attributable to noncontrolling interests | 29 | 16 |
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (64) | $ 18 |
(Loss) earnings per share attributable to Community Health Systems, Inc. common stockholders: | ||
Basic | $ (0.51) | $ 0.15 |
Diluted | $ (0.51) | $ 0.15 |
Weighted-average number of shares outstanding: | ||
Basic | 125,753,278 | 114,301,519 |
Diluted | 125,753,278 | 114,379,331 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net (loss) income | $ (35) | $ 34 |
Other comprehensive (loss) income, net of income taxes: | ||
Net change in fair value of available-for-sale debt securities, net of tax | (3) | 2 |
Other comprehensive (loss) income | (3) | 2 |
Comprehensive (loss) income | (38) | 36 |
Less: Comprehensive income attributable to noncontrolling interests | 29 | 16 |
Comprehensive (loss) income attributable to Community Health Systems, Inc. stockholders | $ (67) | $ 20 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,251 | $ 1,676 |
Patient accounts receivable | 1,961 | 1,927 |
Supplies | 336 | 335 |
Prepaid income taxes | 50 | 50 |
Prepaid expenses and taxes | 190 | 184 |
Other current assets | 316 | 338 |
Total current assets | 4,104 | 4,510 |
Property and equipment | 9,396 | 9,352 |
Less accumulated depreciation and amortization | (4,091) | (4,030) |
Property and equipment, net | 5,305 | 5,322 |
Goodwill | 4,219 | 4,219 |
Deferred income taxes | 59 | 59 |
Other assets, net | 1,905 | 1,896 |
Total assets | 15,592 | 16,006 |
Current liabilities: | ||
Current maturities of long-term debt | 20 | 123 |
Current operating lease liabilities | 131 | 142 |
Accounts payable | 730 | 783 |
Accrued liabilities: | ||
Employee compensation | 667 | 637 |
Accrued interest | 159 | 150 |
Other | 1,003 | 980 |
Total current liabilities | 2,710 | 2,815 |
Long-term debt | 11,897 | 12,093 |
Deferred income taxes | 96 | 29 |
Long-term operating lease liabilities | 528 | 524 |
Other long-term liabilities | 1,475 | 1,599 |
Total liabilities | 16,706 | 17,060 |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 481 | 484 |
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; 132,147,878 shares issued and outstanding at March 31, 2021, and 129,612,117 shares issued and outstanding at December 31, 2020 | 1 | 1 |
Additional paid-in capital | 2,105 | 2,094 |
Accumulated other comprehensive loss | (16) | (13) |
Accumulated deficit | (3,771) | (3,707) |
Total Community Health Systems, Inc. stockholders’ deficit | (1,681) | (1,625) |
Noncontrolling interests in equity of consolidated subsidiaries | 86 | 87 |
Total stockholders’ deficit | (1,595) | (1,538) |
Total liabilities and stockholders’ deficit | $ 15,592 | $ 16,006 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 132,147,878 | 129,612,117 |
Common stock, shares outstanding | 132,147,878 | 129,612,117 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (35) | $ 34 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 138 | 144 |
Deferred income taxes | 68 | (184) |
Government and other legal settlements and related costs | 2 | |
Stock-based compensation expense | 8 | 2 |
Impairment and (gain) loss on sale of businesses, net | 21 | 45 |
Loss from early extinguishment of debt | 71 | 4 |
Other non-cash expenses, net | (40) | 49 |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||
Patient accounts receivable | (34) | 158 |
Supplies, prepaid expenses and other current assets | (2) | (53) |
Repayment/derecognition of Medicare accelerated payments | (18) | |
Accounts payable, accrued liabilities and income taxes | (23) | (78) |
Other | (53) | (66) |
Net cash provided by operating activities | 101 | 57 |
Cash flows from investing activities: | ||
Acquisitions of facilities and other related businesses | (4) | |
Purchases of property and equipment | (105) | (99) |
Proceeds from disposition of hospitals and other ancillary operations | 6 | 2 |
Proceeds from sale of property and equipment | 2 | |
Purchases of available-for-sale debt securities and equity securities | (22) | (17) |
Proceeds from sales of available-for-sale debt securities and equity securities | 26 | 21 |
Increase in other investments | (23) | (16) |
Net cash used in investing activities | (120) | (109) |
Cash flows from financing activities: | ||
Repurchase of restricted stock shares for payroll tax withholding requirements | (5) | (1) |
Deferred financing costs and other debt-related costs | (220) | (32) |
Redemption of noncontrolling investments in joint ventures | (2) | |
Distributions to noncontrolling investors in joint ventures | (21) | (30) |
Proceeds from sale-lease back | 2 | |
Other borrowings | 3 | 14 |
Issuance of long-term debt | 2,870 | 1,462 |
Proceeds from ABL Facility | 540 | |
Repayments of long-term indebtedness | (3,033) | (1,871) |
Net cash (used in) provided by financing activities | (406) | 82 |
Net change in cash and cash equivalents | (425) | 30 |
Cash and cash equivalents at beginning of period | 1,676 | 216 |
Cash and cash equivalents at end of period | 1,251 | 246 |
Supplemental disclosure of cash flow information: | ||
Interest payments | $ (203) | (264) |
Income tax (payments) refunds, net | $ 2 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of March 31, 2021 and December 31, 2020 and for the three-month periods ended March 31, 2021 and 2020, 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 months ended March 31, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. Certain information and disclosures normally included in the notes to the consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2020, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2021 (“2020 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. Substantially all of the Company’s operating costs and expenses are “cost of revenue” items. Operating costs that could be classified as general and administrative by the Company include the Company’s corporate office costs at its Franklin, Tennessee office, which were $60 million and $37 million for the three months ended March 31, 2021 and 2020, respectively. Operating costs during the three months ended March 31, 2021 reflect increased stock compensation and annual cash incentive compensation compared to the three months ended March 31, 2020. Throughout these notes to the unaudited condensed consolidated financial statements, Community Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of Community Health Systems, Inc. Revenue Recognition. Net Operating Revenues Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During both of the three month periods ended March 31, 2021 and 2020, the impact of changes to the inputs used to determine the transaction price was considered immaterial. Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers that is not specifically tied to an individual’s care, some of which offsets a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the Centers for Medicare & Medicaid Services (“CMS”) and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, the Company recognizes revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and fees, taxes or other program-related costs are reflected in other operating expenses. The Company’s net operating revenues during the three months ended March 31, 2021 and 2020 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 March 31, 2021 2020 Medicare $ 693 $ 756 Medicaid 391 407 Managed Care and other third-party payors 1,915 1,832 Self-pay 14 30 Total $ 3,013 $ 3,025 Patient Accounts Receivable Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends. Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables, the impact of recent acquisitions and dispositions and the impact of current economic and other events. Final settlements for some payors and programs are subject to adjustment based on administrative review and audit by third parties. As a result of these final settlements, the Company has recorded amounts due to third-party payors of $102 million and $98 million as of March 31, 2021 and December 31, 2020, respectively, and these amounts are included in accrued liabilities-other in the accompanying condensed consolidated balance sheets. Amounts due from third-party payors were $123 million and $136 million as of March 31, 2021 and December 31, 2020, respectively, and are included in other current assets in the accompanying condensed consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2016. Charity Care In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. The Company updated its policy during the three months ended June 30, 2020 in a manner which increased the number of accounts qualifying for charity care. This resulted in an increase in charity care services during the three months ended March 31, 2021 compared to the three months ended March 31, 2020. These charity care services are estimated to be $ 229 Accounting for the Impairment or Disposal of Long-Lived Assets. During the three months ended March 31, 2021, the Company recorded a net loss on disposal of approximately $21 million, of which (i) approximately $ 27 million was recorded to adjust the carrying value of long-lived assets at several hospitals that were sold at a sales price below carrying value, (ii) approximately $2 million was recorded related to divestiture related expenses, and (iii) approximately $8 million of gain was recorded related to the disposal of the Company’s majority interest in a surgery center that was sold on January 1, 2021. Approximately $5 million of goodwill was allocated to facilities disposed of or held for sale during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company recorded a total combined net impairment charge and gain on disposal of approximately $45 million. An impairment charge of approximately $64 million was recorded primarily to adjust the carrying value of long-lived assets at several hospitals where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value. The impairment charge was partially offset by a gain of approximately $19 million related to three hospitals sold on January 1, 2020. The Company will continue to evaluate the potential for 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. COVID-19 Pandemic. COVID-19, a disease caused by a novel strain of coronavirus, materially affected the Company’s results of operations during 2020 and continued to affect the Company’s results of operations during the three months ended March 31, 2021. Federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020, and the American Rescue Plan Act of 2021 (the “ARPA”), which was enacted on March 11, 2021. Together, these stimulus laws authorize over $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition to the relief funding, the CARES Act provided for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month Pandemic Relief Funds Through March 31, 2021, the Company received approximately $708 million in payments through the PHSSEF and various state and local programs on a cumulative basis since their enactment, of which approximately $705 million was received during the year ended December 31, 2020 and the balance of which was received during the three months ended March 31, 2021. The recognition of amounts received is conditioned upon the provision of care for individuals with possible or actual cases of COVID-19 after January 31, 2020, certification that payment will be used to prevent, prepare for and respond to coronavirus and shall reimburse the recipient only for healthcare-related expenses or lost revenues, as defined by HHS, that are attributable to coronavirus, as well as receipt of the funds. Amounts are recognized as a reduction to operating costs and expenses only to the extent the Company is reasonably assured that underlying conditions have been met. The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met is updated each reporting period and considers, among other things, the requirements set forth in the CARES Act and CAA, all applicable frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021, and the Company’s expenses incurred attributable to the coronavirus and its results of operations during such period as compared to the Company’s 2020 budget. The HHS guidance, specifically the various Post-Payment Notice of Reporting Requirements notices and frequently asked questions, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. The use of funds calculation takes into account expenses attributable to each respective entity, which for the Company primarily relate to incremental labor and supply costs, as well as lost revenues. During the year ended December 31, 2020, pandemic relief funds of approximately $ 601 million were recognized as a reduction of operating costs and expenses up to the amount wh i ch the Company was reasonably assured that it could or would choose to comply with conditions underlying amounts received. This included the allocation of general fund distributions among subsidiaries according to total unreimbursed losses but not the allocation of targeted fund distributions due to significant uncertainties as to the meaning and interpretation of conditions specific to the allocation of such targeted distribution payments, as previously disclosed. During the three months ended March 31, 2021, the Company’s assessment of uncertainties associated with the allocation of targeted distribution payments was updated for additional facts and circumstances in the period. On the basis of this updated assessment, the Company is reasonably assured that underlying conditions for the allocation of targeted distribution payments can and have been met as of March 31, 2021. During the three months ended March 31, 2021, pandemic r elief funds of approximately $ 82 million were recognized as a reduction of operating costs and expenses on the basis of expenses incurred in the period attributable to the coronavirus, the Company’s results of operations during such period as compared to the Company’s 2020 budget for the same period and the allocation of targeted distribution payments to various subsidiaries as noted above . Amounts recognized are denoted by the caption “pandemic relief funds” within the condensed consolidated statements of (loss) income . Amounts received through the PHSSEF or state and local programs that have not yet been recognized as a reduction to operating costs and expenses or otherwise have not been refunded to HHS or the various state and local agencies as of March 31, 2021, primarily relate to previously divested entities and certain targeted distribution payments for which satisfaction of the underlying terms and conditions is not reasonably assured of being met as of March 31, 2021. Such amounts are reflected within accrued liabilities-other in the condensed consolidated balance sheet. Such unrecognized amounts may either be returned to HHS in one or more future periods when a procedure for doing so is established by HHS or may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are reasonably assured of having been met. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. Medicare Accelerated Payments Medicare accelerated payments of approximately $1.2 billion were received by the Company in April 2020. No additional Medicare accelerated payments have been received by the Company since such time, including during the three months ended March 31, 2021. Approximately $18 million and $77 million of amounts previously received were repaid to CMS or assumed by buyers related to hospitals the Company divested during the three months ended March 31, 2021 and year ended December 31, 2020, respectively. Payments under the Medicare Accelerated and Advance Payment Program are advances that must be repaid. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued, and will be assessed for each full 30-day period that the balance remains unpaid. As of March 31, 2021, approximately $546 million of Medicare accelerated payments are reflected within accrued liabilities-other in the condensed consolidated balance sheet while the remaining approximately $517 million is included within other long-term liabilities. The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above. In April 2021, CMS began recouping Medicare accelerated payments previously received by the Company. |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
ACCOUNTING FOR STOCK-BASED COMPENSATION | 2. ACCOUNTING FOR STOCK-BASED COMPENSATION Stock-based compensation awards have been granted under the Community Health Systems, Inc. Amended and Restated 2009 Stock Option and Award Plan, which was amended and restated as of March 20, 2020 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 12, 2020 The 2009 Plan 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, these options vest in one-third increments on each of the first three anniversaries of the award date and have a 10-year contractual term. As of March 31, 2021, 4,435,134 shares of unissued common stock were reserved for future grants under the 2009 Plan. In addition, if the Amended 2009 Plan is approved by the Company’s stockholders at the 2021 Annual Meeting, 8,000,000 additional shares of unissued common stock will be reserved for future grants under the Amended 2009 Plan. The exercise price of all options granted under the 2009 Plan is equal to the fair value of the Company’s common stock on the option grant date. The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions): Three Months Ended March 31, 2021 2020 Effect on income (loss) before income taxes $ (8 ) $ (2 ) Effect on net (loss) income $ (6 ) $ (1 ) At March 31, 2021, $38 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 29 months. Of that amount, $6 million relates to outstanding unvested stock options expected to be recognized over a weighted-average period of 30 months and $32 million relates to outstanding unvested restricted stock and restricted stock units expected to be recognized over a weighted-average period of 29 months. There were no modifications to awards during the three months ended March 31, 2021 and 2020. 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 months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Expected volatility 84.3% - 88.9% 73.5 % Expected dividends — — Expected term 3 - 6 years 6 years Risk-free interest rate 0.3% - 0.9% 1.0 % 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 2009 Plan as of March 31, 2021, and changes during the three-month period following December 31, 2020, was as follows (in millions, except share and per share data): Weighted- Aggregate Weighted- Average Intrinsic Average Remaining Value as of Exercise Contractual March 31, Shares Price Term 2021 Outstanding at December 31, 2020 1,817,525 8.77 Granted 749,250 8.81 Exercised (65,165 ) 4.97 Forfeited and cancelled (173,189 ) 34.66 Outstanding at March 31, 2021 2,328,421 $ 6.96 8.6 years $ 16 Exercisable at March 31, 2021 753,496 $ 7.36 7.3 years $ 6 The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2021 and 2020 was $6.22 and $3.17, respectively. The aggregate intrinsic value (calculated as the number of in-the-money stock options multiplied by the difference between the Company’s closing stock price on the last trading day of the reporting period ($13.52) 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 March 31, 2021. This amount changes based on the market value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended March 31, 2021 was less than $1 million. There were no options exercised during the three months ended March 31, 2020. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options. The Company has awarded restricted stock under the 2009 Plan to employees of certain subsidiaries. With respect to time-based vesting restricted stock that has been awarded under the 2009 Plan, the restrictions on these shares have generally lapsed in one-third increments on each of the first three anniversaries of the award date. In addition, certain of the restricted stock awards granted to the Company’s senior executives have contained performance objectives required to be met in addition to any time-based vesting requirements. If the applicable performance objectives are not attained, these awards will be forfeited in their entirety. For performance-based awards, the performance objectives are measured cumulatively over a three-year Restricted stock outstanding under the 2009 Plan as of March 31, 2021, and changes during the three-month period following December 31, 2020, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2020 4,555,735 $ 4.84 Granted 2,829,250 7.97 Vested (2,264,992 ) 4.70 Forfeited (37,334 ) 4.94 Unvested at March 31, 2021 5,082,659 6.65 Restricted stock units (“RSUs”) have been granted to the Company’s non-management directors under the 2009 Plan. Each of the Company’s then serving non-management directors received grants under the 2009 Plan of 34,483 RSUs and 19,296 RSUs on March 1, 2020 and 2021, respectively. Each of the 2020 and 2021 grants had a grant date fair value of approximately $170,000. Vesting of these RSUs occurs in one-third increments on each of the first three anniversaries of the award date or upon the director’s earlier cessation of service on the board, other than for cause. Beginning with the 2020 grant, each non-management director may elect, prior to the beginning of the calendar year in which the award is granted, to defer the receipt of shares of the Company’s common stock issuable upon vesting until either his or her (i) separation from service with the Company or (ii) attainment of an age specified in advance by the non-management director. A total of five directors elected to defer the receipt of RSUs granted on March 1, 2020 to a future date and a total of four directors elected to defer the receipt of RSUs granted on March 1, 2021 to a future date. RSUs outstanding under the 2009 Plan as of March 31, 2021, and changes during the three-month period following December 31, 2020, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2020 613,739 $ 4.89 Granted 173,664 8.81 Vested (247,164 ) 4.81 Forfeited — — Unvested at March 31, 2021 540,239 6.19 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions And Divestitures [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 3. ACQUISITIONS AND DIVESTITURES Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains a controlling interest 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. During the three months ended March 31, 2021, one or more subsidiaries of the Company paid approximately $4 million to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. The Company allocated the purchase price to property and equipment, working capital, noncontrolling interests and goodwill. Divestitures The following table provides a summary of hospitals that the Company divested during the three months ended March 31, 2021 and the year ended December 31, 2020: Licensed Hospital Buyer City, State Beds Effective Date 2021 Divestitures: Lea Regional Medical Center Covenant Health System Hobbs, NM 68 January 1, 2021 Tennova Healthcare - Tullahoma Vanderbilt University Medical Center Tullahoma, TN 135 January 1, 2021 Tennova Healthcare - Shelbyville Vanderbilt University Medical Center Shelbyville, TN 60 January 1, 2021 Northwest Mississippi Medical Center Delta Health System Clarksdale, MS 181 February 1, 2021 2020 Divestitures: Berwick Hospital Center Fayette Holdings, Inc. Berwick, PA 90 December 1, 2020 Brownwood Regional Medical Center Hendrick Health System Brownwood, TX 188 October 27, 2020 Abilene Regional Medical Center Hendrick Health System Abilene, TX 231 October 27, 2020 San Angelo Community Medical Center Shannon Health System San Angelo, TX 171 October 24, 2020 Bayfront Health St. Petersburg Orlando Health, Inc. St. Petersburg, FL 480 October 1, 2020 Hill Regional Hospital AHRK Holdings, LLC Hillsboro, TX 25 August 1, 2020 St. Cloud Regional Medical Center Orlando Health, Inc. St. Cloud, FL 84 July 1, 2020 Northern Louisiana Medical Center Allegiance Health Management, Inc. Ruston, LA 130 July 1, 2020 Shands Live Oak Regional Medical Center HCA Healthcare, Inc., or HCA, Live Oak, FL 25 May 1, 2020 Shands Starke Regional Medical Center HCA Starke, FL 49 May 1, 2020 Southside Regional Medical Center Bon Secours Mercy Health System Petersburg, VA 300 January 1, 2020 Southampton Memorial Hospital Bon Secours Mercy Health System Franklin, VA 105 January 1, 2020 Southern Virginia Regional Medical Center Bon Secours Mercy Health System Emporia, VA 80 January 1, 2020 On December 8, 2020, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of AllianceHealth Midwest (255 licensed beds) in Midwest City, Oklahoma, to affiliates of SSM Health Care of Oklahoma. This disposition was completed on April 1, 2021 as further described in Note 12. The following table discloses amounts included in the condensed consolidated balance sheets for hospitals classified as held for sale as of March 31, 2021 and December 31, 2020 (in millions). Other assets, net primarily includes the net property and equipment for hospitals held for sale. No divestitures or potential divestitures meet the criteria for reporting as a discontinued operation. March 31, 2021 December 31, 2020 Other current assets $ 5 $ 12 Other assets, net 2 11 Accrued liabilities 3 16 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 4. INCOME TAXES The total amount of unrecognized benefit that would affect the effective tax rate, if recognized, was less than $1 million as of March 31, 2021. A total of less than $1 million of interest and penalties is included in the amount of the liability for uncertain tax positions at March 31, 2021. It is the Company’s policy to recognize interest and penalties related to unrecognized benefits in its condensed consolidated statements of (loss) income as income tax expense. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities; however, the Company does not anticipate the change will have a material impact on the Company’s condensed consolidated results of operations or financial position. The Company’s federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to the Company’s consolidated results of operations or financial position. The Company’s federal income tax returns for the 2014 and 2015 tax years remain under examination by the Internal Revenue Service. The Company believes the results of these examinations will not be material to its condensed consolidated results of operations or financial position. The Company has extended the federal statute of limitations through December 31, 2021 for Community Health Systems, Inc. for the tax periods ended December 31, 2014 and 2015. The Company’s federal income tax return for the 2018 tax year is under examination by the Internal Revenue Service. The Company’s effective tax rates were 202.9% and 122.8% for the three months ended March 31, 2021 and 2020, respectively. The difference in the Company’s effective tax rate for the three months ended March 31, 2021, when compared to the three months ended March 31, 2020, was primarily due to an increase in the valuation allowance recognized on IRC Section 163(j) interest carryforwards created as a result of the financing transactions completed during the three months ended March 31, 2021. The Company’s effective tax rate for the three months ended March 31, 2020 reflected the impact of discrete tax benefits of approximately $240 million related to the release of federal and state valuation allowances on IRC Section 163(j) interest carryforwards as a result of an increase to the deductible interest expense allowed for 2019 and 2020 under the CARES Act. Cash paid for income taxes, net of refunds received, resulted in a net payment of less than $1 million, and a net refund of approximately $2 million during the three months ended March 31, 2021 and 2020, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Long Term Debt And Capital Lease Obligations [Abstract] | |
LONG-TERM DEBT | 5. LONG-TERM DEBT Long-term debt, net of unamortized deferred debt issuance costs, consists of the following (in millions): March 31, December 31, 2021 2020 6⅞ $ — $ 126 6¼ — 95 8⅝ — 1,033 6⅝ 1,462 1,462 8% Senior Secured Notes due 2026 2,101 2,101 8% Senior Secured Notes due 2027 700 700 5⅝ 1,900 1,900 6⅞ 767 767 6% Senior Secured Notes due 2029 900 900 4¾ 1,095 — 9⅞ — 1,769 8⅛ 1,348 1,348 6⅞ 1,775 — ABL Facility — — Finance lease and financing obligations 238 239 Other 21 26 Less: Unamortized deferred debt issuance costs (390 ) (250 ) Total debt 11,917 12,216 Less: Current maturities (20 ) (123 ) Total long-term debt $ 11,897 $ 12,093 On January 28, 2021, the remaining principal amount of the 6¼ On February 2, 2021, the Company completed a private offering of $1.775 billion aggregate principal amount of 6⅞% Junior-Priority Secured Notes due April 15, 2029 (the “6⅞% Junior-Priority Secured Notes due 2029”). The proceeds of the offering, together with cash on hand, were used to redeem the 9⅞ % Junior-Prior ity Secured Notes due 2023 i n Febr uary 2021 and to pay related fees and expenses . T he 6⅞% Junior-Priority Secured Notes due 20 29 bear interest at a rate of 6.875 % per year payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2021. The 6⅞% Junior-Priority Secured Notes due 2029 are unconditionally guaranteed on a junior-priority secured basis by the Company and each of the current and future domestic subsidiaries of CHS/ Community Health Systems, Inc. (“CHS”) th at provide guarantees under CHS’ ABL Facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS. The 6⅞ 6⅞ At any time and from time to time prior to April 15, 2024, CHS may redeem the 6⅞ At any time and from time to time on or after April 15, 2024, CHS may redeem the 6⅞ Period Redemption Price April 15, 2024 to April 14, 2025 103.438 % April 15, 2025 to April 14, 2026 101.719 % April 15, 2026 to April 14, 2029 100.000 % On February 9, 2021, the Company completed a private offering of $1.095 billion aggregate principal amount of 4¾% Senior Secured Notes due February 15, 2031 (the “4¾% Senior Secured Notes due 2031”). The proceeds of the offering, together with cash on hand, were used to redeem the 8⅝ unconditionally guaranteed on a senior-priority secured basis by each of CHS’ current and future domestic subsidiaries that provide guarantees under the ABL facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS. The 4¾% Senior Secured Notes due 2031 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral and (ii) second-priority liens on the ABL Priority Collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the indenture governing the 4¾% Senior Secured Notes due 2031. CHS is entitled, at its option, to redeem all or a portion of the 4¾ CHS may redeem up to 40% of the aggregate principal amount of the 4¾ At any time and from time to time on or after February 15, 2026, CHS may redeem the 4¾ Period Redemption Price February 15, 2026 to February 14, 2027 102.375 % February 15, 2027 to February 14, 2028 101.583 % February 15, 2028 to February 14, 2029 100.792 % February 15, 2029 to February 14, 2031 100.000 % On March 1, 2021, the Company redeemed the remaining principal amount of the 6⅞ The maximum aggregate principal amount under the ABL Facility is $1.0 billion. At March 31, 2021, the available borrowing base under the ABL Facility was $633 million, of which the Company had no outstanding borrowings. Letters of credit were reduced during the three months ended March 31, 2021 by $30 million in relation to a professional liability claim that was settled and funded during the three months ended December 31, 2020. Inclusive of this reduction, letters of credit totaling $120 million were issued as of March 31, 2021. The issued letters of credit were primarily in support of potential insurance-related claims and certain bonds. The ABL Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) engage in mergers, acquisitions and asset sales, (7) conduct transactions with affiliates, (8) alter the nature of the Company’s, CHS’ or the guarantors’ businesses, (9) grant certain guarantees with respect to physician practices, (10) engage in sale and leaseback transactions or (11) change the Company’s fiscal year. The Company is also required to comply with a consolidated fixed charge coverage ratio, upon certain triggering events described below, and various affirmative covenants. The consolidated fixed charge coverage ratio is calculated as the ratio of (x) consolidated EBITDA (as defined in the ABL Facility) less capital expenditures to (y) the sum of consolidated interest expense (as defined in the ABL Facility), scheduled principal payments, income taxes and restricted payments made in cash or in permitted investments. For purposes of calculating the consolidated fixed charge coverage ratio, the calculation of consolidated EBITDA as defined in the ABL Facility is a trailing 12-month calculation that begins with the Company’s consolidated net income (loss), with certain adjustments for interest, taxes, depreciation and amortization, net income attributable to noncontrolling interests, stock compensation expense, restructuring costs, and the financial impact of other non-cash or non-recurring items recorded during any such 12-month period. The consolidated fixed charge coverage ratio is a required covenant only in periods where the total borrowings outstanding under the ABL Facility reduce the amount available in the facility to less than the greater of (i) $95 million or (ii) 10% of the calculated borrowing base. As a result, in the event the Company has less than $95 million available under the ABL Facility, the Company would need to comply with the consolidated fixed charge coverage ratio. At March 31, 2021, the Company is not subject to the consolidated fixed charge coverage ratio as such triggering event had not occurred during the last twelve months ended March 31, 2021. The Company paid interest of $203 million and $264 million on borrowings during the three months ended March 31, 2021 and 2020, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments has been estimated by the Company using available market information as of March 31, 2021 and December 31, 2020, 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): March 31, 2021 December 31, 2020 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 1,251 $ 1,251 $ 1,676 $ 1,676 Investments in equity securities 121 121 129 129 Available-for-sale debt securities 115 115 110 110 Trading securities 12 12 12 12 Liabilities: 6⅞ — — 125 125 6¼ — — 95 99 8⅝ — — 1,025 1,080 6⅝ 1,429 1,548 1,427 1,543 8% 2,075 2,272 2,074 2,275 8% 692 768 692 760 5⅝ 1,810 1,988 1,809 2,048 6⅞ 758 701 758 618 6% 857 954 857 973 4¾ 1,090 1,070 — — 9⅞% — — 1,756 1,861 8⅛% 1,337 1,416 1,336 1,408 6⅞% 1,614 1,857 — — ABL Facility and other debt 18 18 23 23 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 7. The estimated fair value for financial instruments with a fair value that does not equal its carrying value is considered a Cash and cash equivalents. The carrying amount approximates fair value due to the short-term maturity of these instruments (less than three months). Investments in equity securities. Estimated fair value is based on closing price as quoted in public markets. Available-for-sale debt securities. Estimated fair value is based on closing price as quoted in public markets or other various valuation techniques. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Senior Notes, Senior Secured Notes and Junior-Priority Secured Notes. Estimated fair value is based on the closing market price for these notes. ABL Facility and other debt. The carrying amount of ABL Facility and all other debt approximates fair value due to the nature of these obligations. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 7. 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 three-month periods ended March 31, 2021 or 2020. 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 March 31, 2021 and December 31, 2020 (in millions): March 31, 2021 Level 1 Level 2 Level 3 Investments in equity securities $ 121 $ 121 $ — $ — Available-for-sale debt securities 115 — 115 — Trading securities 12 — 12 — Total $ 248 $ 121 $ 127 $ — December 31, 2020 Level 1 Level 2 Level 3 Investments in equity securities $ 129 $ 129 $ — $ — Available-for-sale debt securities 110 — 110 — Trading securities 12 — 12 — Total $ 251 $ 129 $ 122 $ — Investments in Equity Securities, Available-for-Sale Debt Securities and Trading Securities Investments in equity securities and trading securities classified as Level 1 are measured using quoted market prices. Level 2 available-for-sale debt securities and trading securities primarily consisted of bonds and notes issued by the United States government and its agencies and domestic and foreign corporations. The estimated fair values of these securities are determined using various valuation techniques, including a multi-dimensional relational model that incorporates standard observable inputs and assumptions such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids/offers and other pertinent reference data. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | 8. LEASES The Company utilizes operating and finance leases for the use of certain hospitals, medical office buildings, and medical equipment. The components of lease cost and rent expense for the three months ended March 31, 2021 and 2020 are as follows (in millions): Three Months Ended March 31, Lease Cost 2021 2020 Operating lease cost: Operating lease cost $ 48 $ 51 Short-term rent expense 25 26 Variable lease cost 6 5 Sublease income (1 ) (1 ) Total operating lease cost $ 78 $ 81 Finance lease cost: Amortization of right-of-use assets $ 3 $ 3 Interest on finance lease liabilities 1 2 Total finance lease cost $ 4 $ 5 Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification March 31, 2021 December 31, 2020 Operating Leases: Operating Lease ROU Assets Other assets, net $ 647 $ 642 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 $ 8 Buildings and improvements 134 134 Equipment and fixtures 9 8 Property and equipment 151 150 Less accumulated depreciation and amortization (49 ) (46 ) Property and equipment, net $ 102 $ 104 Current finance lease liabilities Current maturities of long-term debt $ 5 $ 5 Long-term finance lease liabilities Long-term debt 73 74 Supplemental cash flow information related to leases for the three months ended March 31, 2021 and 2020 is as follows (in millions): Three Months Ended March 31, Cash flow information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 56 $ 47 Operating cash flows from finance leases 1 2 Financing cash flows from finance leases 1 1 Right-of-use assets obtained in exchange for new finance lease liabilities — 17 Right-of-use assets obtained in exchange for new operating lease liabilities 26 35 (1) |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | 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 March 31, 2021, may be issued in one or more series having such rights, preferences and other provisions as determined by the Board of Directors without approval by the holders of common stock. The Company is a holding company which operates through its subsidiaries. The Company’s ABL Facility and the indentures governing each series of the Company’s outstanding notes contain various covenants under which the assets of the subsidiaries of the Company are subject to certain restrictions relating to, among other matters, dividends and distributions, as referenced in the paragraph below. The ABL Facility and the indentures governing each series of the Company’s outstanding notes restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. As of March 31, 2021, under the most restrictive test in these agreements (and subject to certain exceptions), the Company has approximately $200 million of capacity to pay permitted dividends and/or repurchase shares of stock or make other restricted payments. The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company’s stockholders, and equity attributable to noncontrolling interests as of March 31, 2021, and during the three-month period following December 31, 2020 (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, 2020 $ 484 $ 1 $ 2,094 $ (13 ) $ (3,707 ) $ 87 $ (1,538 ) Comprehensive income (loss) 21 — — (3 ) (64 ) 8 (59 ) Distributions to noncontrolling interests (12 ) — — — — (9 ) (9 ) Disposition of less-than-wholly owned business (7 ) — — — — — — Noncontrolling interest in acquired entity 2 — — — — — — Adjustment to redemption value of redeemable noncontrolling interests (7 ) — 7 — — — 7 Cancellation of restricted stock for tax withholdings on vested shares — — (4 ) — — — (4 ) Share-based compensation — — 8 — — — 8 Balance, March 31, 2021 $ 481 $ 1 $ 2,105 $ (16 ) $ (3,771 ) $ 86 $ (1,595 ) The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company’s stockholders, and equity attributable to the noncontrolling interests as of March 31, 2020, and during the three-month period following December 31, 2019 (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, 2019 $ 502 $ 1 $ 2,008 $ (9 ) $ (4,218 ) $ 77 $ (2,141 ) Comprehensive income (loss) 8 — — 2 18 8 28 Distributions to noncontrolling interests (22 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — (1 ) — — — (1 ) Other reclassifications of noncontrolling interests 8 — — — — (8 ) (8 ) Adjustment to redemption value of redeemable noncontrolling interests 7 — (7 ) — — — (7 ) Cancellation of restricted stock for tax withholdings on vested shares — — (1 ) — — — (1 ) Share-based compensation — — 2 — — — 2 Balance, March 31, 2020 $ 502 $ 1 $ 2,001 $ (7 ) $ (4,200 ) $ 69 $ (2,136 ) 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 March 31, 2021 2020 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (64 ) $ 18 Transfers to noncontrolling interests: Net increase in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests — (1 ) Net transfers to noncontrolling interests — (1 ) Change to Community Health Systems, Inc. stockholders' deficit from net (loss) income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (64 ) $ 17 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. EARNINGS PER SHARE The following table sets forth the components of the denominator for the computation of basic and diluted earnings per share for net (loss) income attributable to Community Health Systems, Inc. common stockholders: Three Months Ended March 31, 2021 2020 Weighted-average number of shares outstanding — basic 125,753,278 114,301,519 Effect of dilutive securities: Restricted stock awards — 77,336 Employee stock options — 476 Other equity-based awards — — Weighted-average number of shares outstanding — diluted 125,753,278 114,379,331 The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the three months ended March 31, 2021, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income during the three months ended March 31, 2021, the effect of restricted stock awards, employee stock options, and other equity-based awards on the diluted shares calculation would have been an increase of 2,267,756 shares. Three Months Ended March 31, 2021 2020 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 858,586 4,851,171 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 11. CONTINGENCIES The Company is a party to various legal, regulatory and governmental proceedings incidental to its business. Based on current knowledge, management does not believe that loss contingencies arising from pending legal, regulatory and governmental matters 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. Probable Contingencies The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the three months ended March 31, 2021, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. The liability as of March 31, 2021 is comprised of individually insignificant amounts for various matters. Summary of Recorded Amounts Probable Contingencies Balance as of December 31, 2020 $ 11 Expense — Reserve for insured claim — Cash payments (1 ) Balance as of March 31, 2021 $ 10 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 less than $1 million and approximately $ 2 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS The Company has evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the condensed consolidated financial statements. On April 1, 2021, one or more affiliates of the Company sold substantially all of the assets of AllianceHealth Midwest (255 licensed beds) in Midwest City, Oklahoma, to affiliates of SSM Health Care of Oklahoma. The net proceeds from this sale were received at a preliminary closing on March 31, 2021. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Accounting | The unaudited condensed consolidated financial statements of Community Health Systems, Inc. (the “Parent” or “Parent Company”) and its subsidiaries (the “Company”) as of March 31, 2021 and December 31, 2020 and for the three-month periods ended March 31, 2021 and 2020, 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 months ended March 31, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. Certain information and disclosures normally included in the notes to the consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2020, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2021 (“2020 Form 10-K”). |
Consolidation | Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Parent are presented as a component of total equity on the condensed consolidated balance sheets to distinguish between the interests of the Parent Company and the interests of the noncontrolling owners. Noncontrolling interests that are redeemable or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company are presented in mezzanine equity on the condensed consolidated balance sheets. Substantially all of the Company’s operating costs and expenses are “cost of revenue” items. Operating costs that could be classified as general and administrative by the Company include the Company’s corporate office costs at its Franklin, Tennessee office, which were $60 million and $37 million for the three months ended March 31, 2021 and 2020, respectively. Operating costs during the three months ended March 31, 2021 reflect increased stock compensation and annual cash incentive compensation compared to the three months ended March 31, 2020. Throughout these notes to the unaudited condensed consolidated financial statements, Community Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as the “Company.” This drafting style is not meant to indicate that the publicly traded Parent or any particular subsidiary of the Parent owns or operates any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of Community Health Systems, Inc. |
Revenue Recognition | Revenue Recognition. Net Operating Revenues Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. During both of the three month periods ended March 31, 2021 and 2020, the impact of changes to the inputs used to determine the transaction price was considered immaterial. Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers that is not specifically tied to an individual’s care, some of which offsets a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the Centers for Medicare & Medicaid Services (“CMS”) and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, the Company recognizes revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and fees, taxes or other program-related costs are reflected in other operating expenses. The Company’s net operating revenues during the three months ended March 31, 2021 and 2020 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 March 31, 2021 2020 Medicare $ 693 $ 756 Medicaid 391 407 Managed Care and other third-party payors 1,915 1,832 Self-pay 14 30 Total $ 3,013 $ 3,025 |
Patient Accounts Receivable | Patient Accounts Receivable Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends. Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables, the impact of recent acquisitions and dispositions and the impact of current economic and other events. Final settlements for some payors and programs are subject to adjustment based on administrative review and audit by third parties. As a result of these final settlements, the Company has recorded amounts due to third-party payors of $102 million and $98 million as of March 31, 2021 and December 31, 2020, respectively, and these amounts are included in accrued liabilities-other in the accompanying condensed consolidated balance sheets. Amounts due from third-party payors were $123 million and $136 million as of March 31, 2021 and December 31, 2020, respectively, and are included in other current assets in the accompanying condensed consolidated balance sheets. Substantially all Medicare and Medicaid cost reports are final settled through 2016. |
Charity Care | Charity Care In the ordinary course of business, the Company renders services to patients who are financially unable to pay for hospital care. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges for those patients who are financially unable to pay and that otherwise do not qualify for reimbursement from a governmental program are not reported in net operating revenues, and are thus classified as charity care. The Company determines amounts that qualify for charity care based on the patient’s household income relative to the federal poverty level guidelines, as established by the federal government. The Company updated its policy during the three months ended June 30, 2020 in a manner which increased the number of accounts qualifying for charity care. This resulted in an increase in charity care services during the three months ended March 31, 2021 compared to the three months ended March 31, 2020. These charity care services are estimated to be $ 229 |
Accounting for the Impairment or Disposal of Long-Lived Assets | Accounting for the Impairment or Disposal of Long-Lived Assets. During the three months ended March 31, 2021, the Company recorded a net loss on disposal of approximately $21 million, of which (i) approximately $ 27 million was recorded to adjust the carrying value of long-lived assets at several hospitals that were sold at a sales price below carrying value, (ii) approximately $2 million was recorded related to divestiture related expenses, and (iii) approximately $8 million of gain was recorded related to the disposal of the Company’s majority interest in a surgery center that was sold on January 1, 2021. Approximately $5 million of goodwill was allocated to facilities disposed of or held for sale during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company recorded a total combined net impairment charge and gain on disposal of approximately $45 million. An impairment charge of approximately $64 million was recorded primarily to adjust the carrying value of long-lived assets at several hospitals where the Company was in discussions with potential buyers for divestiture at a sales price that indicated a fair value below carrying value. The impairment charge was partially offset by a gain of approximately $19 million related to three hospitals sold on January 1, 2020. The Company will continue to evaluate the potential for 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. |
COVID-19 Pandemic | COVID-19 Pandemic. COVID-19, a disease caused by a novel strain of coronavirus, materially affected the Company’s results of operations during 2020 and continued to affect the Company’s results of operations during the three months ended March 31, 2021. Federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020, and the American Rescue Plan Act of 2021 (the “ARPA”), which was enacted on March 11, 2021. Together, these stimulus laws authorize over $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition to the relief funding, the CARES Act provided for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month Pandemic Relief Funds Through March 31, 2021, the Company received approximately $708 million in payments through the PHSSEF and various state and local programs on a cumulative basis since their enactment, of which approximately $705 million was received during the year ended December 31, 2020 and the balance of which was received during the three months ended March 31, 2021. The recognition of amounts received is conditioned upon the provision of care for individuals with possible or actual cases of COVID-19 after January 31, 2020, certification that payment will be used to prevent, prepare for and respond to coronavirus and shall reimburse the recipient only for healthcare-related expenses or lost revenues, as defined by HHS, that are attributable to coronavirus, as well as receipt of the funds. Amounts are recognized as a reduction to operating costs and expenses only to the extent the Company is reasonably assured that underlying conditions have been met. The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met is updated each reporting period and considers, among other things, the requirements set forth in the CARES Act and CAA, all applicable frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021, and the Company’s expenses incurred attributable to the coronavirus and its results of operations during such period as compared to the Company’s 2020 budget. The HHS guidance, specifically the various Post-Payment Notice of Reporting Requirements notices and frequently asked questions, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. The use of funds calculation takes into account expenses attributable to each respective entity, which for the Company primarily relate to incremental labor and supply costs, as well as lost revenues. During the year ended December 31, 2020, pandemic relief funds of approximately $ 601 million were recognized as a reduction of operating costs and expenses up to the amount wh i ch the Company was reasonably assured that it could or would choose to comply with conditions underlying amounts received. This included the allocation of general fund distributions among subsidiaries according to total unreimbursed losses but not the allocation of targeted fund distributions due to significant uncertainties as to the meaning and interpretation of conditions specific to the allocation of such targeted distribution payments, as previously disclosed. During the three months ended March 31, 2021, the Company’s assessment of uncertainties associated with the allocation of targeted distribution payments was updated for additional facts and circumstances in the period. On the basis of this updated assessment, the Company is reasonably assured that underlying conditions for the allocation of targeted distribution payments can and have been met as of March 31, 2021. During the three months ended March 31, 2021, pandemic r elief funds of approximately $ 82 million were recognized as a reduction of operating costs and expenses on the basis of expenses incurred in the period attributable to the coronavirus, the Company’s results of operations during such period as compared to the Company’s 2020 budget for the same period and the allocation of targeted distribution payments to various subsidiaries as noted above . Amounts recognized are denoted by the caption “pandemic relief funds” within the condensed consolidated statements of (loss) income . Amounts received through the PHSSEF or state and local programs that have not yet been recognized as a reduction to operating costs and expenses or otherwise have not been refunded to HHS or the various state and local agencies as of March 31, 2021, primarily relate to previously divested entities and certain targeted distribution payments for which satisfaction of the underlying terms and conditions is not reasonably assured of being met as of March 31, 2021. Such amounts are reflected within accrued liabilities-other in the condensed consolidated balance sheet. Such unrecognized amounts may either be returned to HHS in one or more future periods when a procedure for doing so is established by HHS or may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are reasonably assured of having been met. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. Medicare Accelerated Payments Medicare accelerated payments of approximately $1.2 billion were received by the Company in April 2020. No additional Medicare accelerated payments have been received by the Company since such time, including during the three months ended March 31, 2021. Approximately $18 million and $77 million of amounts previously received were repaid to CMS or assumed by buyers related to hospitals the Company divested during the three months ended March 31, 2021 and year ended December 31, 2020, respectively. Payments under the Medicare Accelerated and Advance Payment Program are advances that must be repaid. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued, and will be assessed for each full 30-day period that the balance remains unpaid. As of March 31, 2021, approximately $546 million of Medicare accelerated payments are reflected within accrued liabilities-other in the condensed consolidated balance sheet while the remaining approximately $517 million is included within other long-term liabilities. The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above. In April 2021, CMS began recouping Medicare accelerated payments previously received by the Company. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Net Operating Revenues | The Company’s net operating revenues during the three months ended March 31, 2021 and 2020 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 March 31, 2021 2020 Medicare $ 693 $ 756 Medicaid 391 407 Managed Care and other third-party payors 1,915 1,832 Self-pay 14 30 Total $ 3,013 $ 3,025 |
Accounting for Stock-Based Co_2
Accounting for Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-based Compensation Expense | The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions): Three Months Ended March 31, 2021 2020 Effect on income (loss) before income taxes $ (8 ) $ (2 ) Effect on net (loss) income $ (6 ) $ (1 ) |
Schedule of Share-based Payment Awards, Stock Options, Valuation Assumptions | The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Expected volatility 84.3% - 88.9% 73.5 % Expected dividends — — Expected term 3 - 6 years 6 years Risk-free interest rate 0.3% - 0.9% 1.0 % |
Schedule of Share-based Compensation, Stock Options, Activity | Options outstanding and exercisable under the 2009 Plan as of March 31, 2021, and changes during the three-month period following December 31, 2020, was as follows (in millions, except share and per share data): Weighted- Aggregate Weighted- Average Intrinsic Average Remaining Value as of Exercise Contractual March 31, Shares Price Term 2021 Outstanding at December 31, 2020 1,817,525 8.77 Granted 749,250 8.81 Exercised (65,165 ) 4.97 Forfeited and cancelled (173,189 ) 34.66 Outstanding at March 31, 2021 2,328,421 $ 6.96 8.6 years $ 16 Exercisable at March 31, 2021 753,496 $ 7.36 7.3 years $ 6 |
Schedule of Share-based Compensation, Restricted Stock, Activity | Restricted stock outstanding under the 2009 Plan as of March 31, 2021, and changes during the three-month period following December 31, 2020, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2020 4,555,735 $ 4.84 Granted 2,829,250 7.97 Vested (2,264,992 ) 4.70 Forfeited (37,334 ) 4.94 Unvested at March 31, 2021 5,082,659 6.65 |
Schedule of Share-based Compensation, Restricted Stock Units, Activity | RSUs outstanding under the 2009 Plan as of March 31, 2021, and changes during the three-month period following December 31, 2020, was as follows: Weighted- Average Grant Shares Date Fair Value Unvested at December 31, 2020 613,739 $ 4.89 Granted 173,664 8.81 Vested (247,164 ) 4.81 Forfeited — — Unvested at March 31, 2021 540,239 6.19 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions And Divestitures [Abstract] | |
Schedule of Divestitures | The following table provides a summary of hospitals that the Company divested during the three months ended March 31, 2021 and the year ended December 31, 2020: Licensed Hospital Buyer City, State Beds Effective Date 2021 Divestitures: Lea Regional Medical Center Covenant Health System Hobbs, NM 68 January 1, 2021 Tennova Healthcare - Tullahoma Vanderbilt University Medical Center Tullahoma, TN 135 January 1, 2021 Tennova Healthcare - Shelbyville Vanderbilt University Medical Center Shelbyville, TN 60 January 1, 2021 Northwest Mississippi Medical Center Delta Health System Clarksdale, MS 181 February 1, 2021 2020 Divestitures: Berwick Hospital Center Fayette Holdings, Inc. Berwick, PA 90 December 1, 2020 Brownwood Regional Medical Center Hendrick Health System Brownwood, TX 188 October 27, 2020 Abilene Regional Medical Center Hendrick Health System Abilene, TX 231 October 27, 2020 San Angelo Community Medical Center Shannon Health System San Angelo, TX 171 October 24, 2020 Bayfront Health St. Petersburg Orlando Health, Inc. St. Petersburg, FL 480 October 1, 2020 Hill Regional Hospital AHRK Holdings, LLC Hillsboro, TX 25 August 1, 2020 St. Cloud Regional Medical Center Orlando Health, Inc. St. Cloud, FL 84 July 1, 2020 Northern Louisiana Medical Center Allegiance Health Management, Inc. Ruston, LA 130 July 1, 2020 Shands Live Oak Regional Medical Center HCA Healthcare, Inc., or HCA, Live Oak, FL 25 May 1, 2020 Shands Starke Regional Medical Center HCA Starke, FL 49 May 1, 2020 Southside Regional Medical Center Bon Secours Mercy Health System Petersburg, VA 300 January 1, 2020 Southampton Memorial Hospital Bon Secours Mercy Health System Franklin, VA 105 January 1, 2020 Southern Virginia Regional Medical Center Bon Secours Mercy Health System Emporia, VA 80 January 1, 2020 |
Schedule of Balance Sheet Items Classified as Held for Sale | The following table discloses amounts included in the condensed consolidated balance sheets for hospitals classified as held for sale as of March 31, 2021 and December 31, 2020 (in millions). Other assets, net primarily includes the net property and equipment for hospitals held for sale. No divestitures or potential divestitures meet the criteria for reporting as a discontinued operation. March 31, 2021 December 31, 2020 Other current assets $ 5 $ 12 Other assets, net 2 11 Accrued liabilities 3 16 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Instrument [Line Items] | |
Schedule of Debt | Long-term debt, net of unamortized deferred debt issuance costs, consists of the following (in millions): March 31, December 31, 2021 2020 6⅞ $ — $ 126 6¼ — 95 8⅝ — 1,033 6⅝ 1,462 1,462 8% Senior Secured Notes due 2026 2,101 2,101 8% Senior Secured Notes due 2027 700 700 5⅝ 1,900 1,900 6⅞ 767 767 6% Senior Secured Notes due 2029 900 900 4¾ 1,095 — 9⅞ — 1,769 8⅛ 1,348 1,348 6⅞ 1,775 — ABL Facility — — Finance lease and financing obligations 238 239 Other 21 26 Less: Unamortized deferred debt issuance costs (390 ) (250 ) Total debt 11,917 12,216 Less: Current maturities (20 ) (123 ) Total long-term debt $ 11,897 $ 12,093 |
Junior-Priority Secured Notes at 6.875% Due 2029 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | At any time and from time to time on or after April 15, 2024, CHS may redeem the 6⅞ Period Redemption Price April 15, 2024 to April 14, 2025 103.438 % April 15, 2025 to April 14, 2026 101.719 % April 15, 2026 to April 14, 2029 100.000 % |
Senior Secured Notes at 4.75% due 2031 | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Schedule of Early Redemption Prices on Notes | At any time and from time to time on or after February 15, 2026, CHS may redeem the 4¾ Period Redemption Price February 15, 2026 to February 14, 2027 102.375 % February 15, 2027 to February 14, 2028 101.583 % February 15, 2028 to February 14, 2029 100.792 % February 15, 2029 to February 14, 2031 100.000 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping | The fair value of financial instruments has been estimated by the Company using available market information as of March 31, 2021 and December 31, 2020, 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): March 31, 2021 December 31, 2020 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Assets: Cash and cash equivalents $ 1,251 $ 1,251 $ 1,676 $ 1,676 Investments in equity securities 121 121 129 129 Available-for-sale debt securities 115 115 110 110 Trading securities 12 12 12 12 Liabilities: 6⅞ — — 125 125 6¼ — — 95 99 8⅝ — — 1,025 1,080 6⅝ 1,429 1,548 1,427 1,543 8% 2,075 2,272 2,074 2,275 8% 692 768 692 760 5⅝ 1,810 1,988 1,809 2,048 6⅞ 758 701 758 618 6% 857 954 857 973 4¾ 1,090 1,070 — — 9⅞% — — 1,756 1,861 8⅛% 1,337 1,416 1,336 1,408 6⅞% 1,614 1,857 — — ABL Facility and other debt 18 18 23 23 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in millions): March 31, 2021 Level 1 Level 2 Level 3 Investments in equity securities $ 121 $ 121 $ — $ — Available-for-sale debt securities 115 — 115 — Trading securities 12 — 12 — Total $ 248 $ 121 $ 127 $ — December 31, 2020 Level 1 Level 2 Level 3 Investments in equity securities $ 129 $ 129 $ — $ — Available-for-sale debt securities 110 — 110 — Trading securities 12 — 12 — Total $ 251 $ 129 $ 122 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Cost and Rent Expense | The components of lease cost and rent expense for the three months ended March 31, 2021 and 2020 are as follows (in millions): Three Months Ended March 31, Lease Cost 2021 2020 Operating lease cost: Operating lease cost $ 48 $ 51 Short-term rent expense 25 26 Variable lease cost 6 5 Sublease income (1 ) (1 ) Total operating lease cost $ 78 $ 81 Finance lease cost: Amortization of right-of-use assets $ 3 $ 3 Interest on finance lease liabilities 1 2 Total finance lease cost $ 4 $ 5 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in millions): Balance Sheet Classification March 31, 2021 December 31, 2020 Operating Leases: Operating Lease ROU Assets Other assets, net $ 647 $ 642 Finance Leases: Finance Lease ROU Assets Property and equipment Land and improvements $ 8 $ 8 Buildings and improvements 134 134 Equipment and fixtures 9 8 Property and equipment 151 150 Less accumulated depreciation and amortization (49 ) (46 ) Property and equipment, net $ 102 $ 104 Current finance lease liabilities Current maturities of long-term debt $ 5 $ 5 Long-term finance lease liabilities Long-term debt 73 74 |
Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow information related to leases for the three months ended March 31, 2021 and 2020 is as follows (in millions): Three Months Ended March 31, Cash flow information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 56 $ 47 Operating cash flows from finance leases 1 2 Financing cash flows from finance leases 1 1 Right-of-use assets obtained in exchange for new finance lease liabilities — 17 Right-of-use assets obtained in exchange for new operating lease liabilities 26 35 (1) |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Deficit | The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company’s stockholders, and equity attributable to noncontrolling interests as of March 31, 2021, and during the three-month period following December 31, 2020 (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, 2020 $ 484 $ 1 $ 2,094 $ (13 ) $ (3,707 ) $ 87 $ (1,538 ) Comprehensive income (loss) 21 — — (3 ) (64 ) 8 (59 ) Distributions to noncontrolling interests (12 ) — — — — (9 ) (9 ) Disposition of less-than-wholly owned business (7 ) — — — — — — Noncontrolling interest in acquired entity 2 — — — — — — Adjustment to redemption value of redeemable noncontrolling interests (7 ) — 7 — — — 7 Cancellation of restricted stock for tax withholdings on vested shares — — (4 ) — — — (4 ) Share-based compensation — — 8 — — — 8 Balance, March 31, 2021 $ 481 $ 1 $ 2,105 $ (16 ) $ (3,771 ) $ 86 $ (1,595 ) The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company’s stockholders, and equity attributable to the noncontrolling interests as of March 31, 2020, and during the three-month period following December 31, 2019 (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, 2019 $ 502 $ 1 $ 2,008 $ (9 ) $ (4,218 ) $ 77 $ (2,141 ) Comprehensive income (loss) 8 — — 2 18 8 28 Distributions to noncontrolling interests (22 ) — — — — (8 ) (8 ) Purchase of subsidiary shares from noncontrolling interests (1 ) — (1 ) — — — (1 ) Other reclassifications of noncontrolling interests 8 — — — — (8 ) (8 ) Adjustment to redemption value of redeemable noncontrolling interests 7 — (7 ) — — — (7 ) Cancellation of restricted stock for tax withholdings on vested shares — — (1 ) — — — (1 ) Share-based compensation — — 2 — — — 2 Balance, March 31, 2020 $ 502 $ 1 $ 2,001 $ (7 ) $ (4,200 ) $ 69 $ (2,136 ) |
Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit | The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ deficit (in millions): Three Months Ended March 31, 2021 2020 Net (loss) income attributable to Community Health Systems, Inc. stockholders $ (64 ) $ 18 Transfers to noncontrolling interests: Net increase in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests — (1 ) Net transfers to noncontrolling interests — (1 ) Change to Community Health Systems, Inc. stockholders' deficit from net (loss) income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests $ (64 ) $ 17 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Denominator for Computation of Basic and Diluted Earnings Per Share | The following table sets forth the components of the denominator for the computation of basic and diluted earnings per share for net (loss) income attributable to Community Health Systems, Inc. common stockholders: Three Months Ended March 31, 2021 2020 Weighted-average number of shares outstanding — basic 125,753,278 114,301,519 Effect of dilutive securities: Restricted stock awards — 77,336 Employee stock options — 476 Other equity-based awards — — Weighted-average number of shares outstanding — diluted 125,753,278 114,379,331 |
Schedule of Antidilutive Securities | The Company generated a loss attributable to Community Health Systems, Inc. common stockholders for the three months ended March 31, 2021, so the effect of dilutive securities is not considered because their effect would be antidilutive. If the Company had generated income during the three months ended March 31, 2021, the effect of restricted stock awards, employee stock options, and other equity-based awards on the diluted shares calculation would have been an increase of 2,267,756 shares. Three Months Ended March 31, 2021 2020 Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive: Employee stock options and restricted stock awards 858,586 4,851,171 |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies | The table below presents a reconciliation of the beginning and ending liability balances (in millions) during the three months ended March 31, 2021, with respect to the Company’s determination of the contingencies of the Company in respect of which an accrual has been recorded. The liability as of March 31, 2021 is comprised of individually insignificant amounts for various matters. Summary of Recorded Amounts Probable Contingencies Balance as of December 31, 2020 $ 11 Expense — Reserve for insured claim — Cash payments (1 ) Balance as of March 31, 2021 $ 10 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2020Item | Apr. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Cost of Revenue, Policy [Abstract] | ||||||
Corporate office costs | $ 60,000,000 | $ 37,000,000 | ||||
Third Party Reimbursement [Abstract] | ||||||
Amounts due to third party payors | 102,000,000 | $ 102,000,000 | $ 98,000,000 | |||
Amounts due from third party payors | 123,000,000 | 123,000,000 | 136,000,000 | |||
Net Operating Revenues, Policy [Abstract] | ||||||
Charity care services charges excluded from net operating revenues | 229,000,000 | 166,000,000 | ||||
Value of charity care services at the Company's standard charges included in contractual allowances | 26,000,000 | 19,000,000 | ||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||
Gain (loss) on disposition of business | (21,000,000) | (45,000,000) | ||||
Impairment of long-lived assets sold | 27,000,000 | |||||
Impairment of long-lived assets held for sale | 64,000,000 | |||||
Divestiture related expenses | 2,000,000 | |||||
Goodwill allocated to facilities disposal group held for sale | 5,000,000 | 5,000,000 | ||||
CARES Act | ||||||
Medicare Accelerated Payments [Abstract] | ||||||
Medicare accelerated payments received under the Cares Act | $ 1,200,000,000 | 0 | ||||
CARES Act | Long-term Liability | ||||||
Medicare Accelerated Payments [Abstract] | ||||||
Medicare accelerated outstanding estimated amount under cares act | 517,000,000 | 517,000,000 | ||||
CARES Act | Accrued Liabilities and Other | ||||||
Medicare Accelerated Payments [Abstract] | ||||||
Medicare accelerated payments under cares act | 546,000,000 | 546,000,000 | ||||
CARES Act | Centers for Medicare & Medicaid Services | ||||||
Medicare Accelerated Payments [Abstract] | ||||||
Medicare accelerated repayment under cares act | $ 18,000,000 | 77,000,000 | ||||
Medicare accelerated percentage of repayment will occur through an automatic recoupment | 25.00% | |||||
Medicare accelerated percentage of recoupment will increase | 50.00% | |||||
Medicare accelerated payments interest rate from the date letter was issued | 4.00% | |||||
CARES Act | Paycheck Protection Program and Health Care Enhancement Act | ||||||
COVID-19 Pandemic [Abstract] | ||||||
Percentage of maximum accelerated payment | 100.00% | |||||
Medicare accelerated and advance payment program period | 6 months | |||||
Public Health and Social Services Emergency Fund (the "PHSSEF") | CARES Act | Paycheck Protection Program and Health Care Enhancement Act | ||||||
COVID-19 Pandemic [Abstract] | ||||||
CARES Act, PPPHCE Act of 2020 Aid, amount, CAA and ARPA | $ 178,000,000,000 | |||||
CARES Act and PPPHCE Act Funds [Abstract] | ||||||
Payments through the PHSSEF and various state and local programs | $ 708,000,000 | 705,000,000 | ||||
Public Health and Social Services Emergency Fund (the "PHSSEF") | CARES Act | Paycheck Protection Program and Health Care Enhancement Act | Operating Costs and Expenses | ||||||
CARES Act and PPPHCE Act Funds [Abstract] | ||||||
Payments through the PHSSEF and various state and local programs | 82,000,000 | $ 601,000,000 | ||||
Hospitals Sold or Deemed Held for Sale | ||||||
Accounting for the Impairment or Disposal of Long-Lived Assets | ||||||
Gain (loss) on disposition of business | $ 8,000,000 | $ 19,000,000 | ||||
Number of hospitals sold | Item | 3 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Net Operating Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Net operating revenues | $ 3,013 | $ 3,025 |
Medicare | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Net operating revenues | 693 | 756 |
Medicaid | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Net operating revenues | 391 | 407 |
Managed Care and Other Third Party Payors | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Net operating revenues | 1,915 | 1,832 |
Self-Pay | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Net operating revenues | $ 14 | $ 30 |
Accounting for Stock-Based Co_3
Accounting for Stock-Based Compensation - Additional Information (Details) | Mar. 01, 2021USD ($)Directorshares | Mar. 01, 2020USD ($)Directorshares | Mar. 31, 2021USD ($)Item$ / sharesshares | Mar. 31, 2020USD ($)Item$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards | $ | $ 38,000,000 | |||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 29 months | |||
Employee service share-based compensation, nonvested awards, modifications to awards | Item | 0 | 0 | ||
Aggregate intrinsic value of options exercised | $ | $ 0 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate intrinsic value of options exercised | $ | $ 1,000,000 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 30 months | |||
Employee service share-based compensation, unrecognized compensation costs on nonvested stock options | $ | $ 6,000,000 | |||
Share-based compensation arrangement by share-based payment award, options, grants in period | shares | 749,250 | |||
Weighted-average grant date fair value of stock options | $ / shares | $ 6.22 | $ 3.17 | ||
Share Price | $ / shares | $ 13.52 | |||
Restricted Stock and Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee service share-based compensation total compensation cost not yet recognized, period for recognition | 29 months | |||
Employee service share-based compensation, unrecognized compensation costs on nonvested awards other than options | $ | $ 32,000,000 | |||
Restricted Stock, Performance-Based Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by payment award, performance objective measurement period | 3 years | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, number of grants | shares | 173,664 | |||
Number of directors elected to defer the receipt of RSUs granted | Director | 4 | 5 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | |||
Share-based compensation, number of grants | shares | 2,829,250 | |||
Plan 2009 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement award vesting rights | one-third increments on each of the first three anniversaries of the award date | |||
Contractual term of option granted | 10 years | |||
Unissued common stock reserved for grants | shares | 4,435,134 | |||
Plan 2009 | Restricted Stock Units (RSUs) | Non-management Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, number of grants | shares | 19,296 | 34,483 | ||
Fair value of units granted | $ | $ 170,000 | $ 170,000 | ||
Amended 2009 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unissued common stock reserved for grants | shares | 8,000,000 | |||
Performance-Based Awards Granted On March 1, 2018 | Restricted Stock, Performance-Based Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement award vesting rights, percentage | 200.00% |
Accounting for Stock-Based Co_4
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Effect on income (loss) before income taxes | $ (8) | $ (2) |
Effect on net (loss) income | $ (6) | $ (1) |
Accounting for Stock-Based Co_5
Accounting for Stock-Based Compensation - Schedule of Share-based Payment Awards, Stock Options, Valuation Assumptions (Details) - Employee Stock Option | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 73.50% | |
Expected volatility, minimum | 84.30% | |
Expected volatility, maximum | 88.90% | |
Expected term | 6 years | |
Risk-free interest rate | 1.00% | |
Risk-free interest rate, minimum | 0.30% | |
Risk-free interest rate, maximum | 0.90% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 3 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years |
Accounting for Stock-Based Co_6
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Employee Stock Option $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Shares | shares | 1,817,525 |
Granted, Shares | shares | 749,250 |
Exercised, Shares | shares | (65,165) |
Forfeited and cancelled, Shares | shares | (173,189) |
Ending Balance, Shares | shares | 2,328,421 |
Exercisable, Shares | shares | 753,496 |
Beginning of Period, Weighted Average Exercise Price | $ / shares | $ 8.77 |
Granted, Weighted Average Exercise Price | $ / shares | 8.81 |
Exercised, Weighted Average Exercise Price | $ / shares | 4.97 |
Forfeited and Cancelled, Weighted Average Exercise Price | $ / shares | 34.66 |
End of Period, Weighted Average Exercise Price | $ / shares | 6.96 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 7.36 |
Weighted Average Remaining Contractual Term | 8 years 7 months 6 days |
Exercisable, Weighted Average Remaining Contractual Term | 7 years 3 months 18 days |
Outstanding, Aggregate Intrinsic Value as of March 31, 2021 | $ | $ 16 |
Exercisable, Aggregate Intrinsic Value as of March 31, 2021 | $ | $ 6 |
Accounting for Stock-Based Co_7
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock, Activity (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Unvested Shares | shares | 4,555,735 |
Granted, Shares | shares | 2,829,250 |
Vested, Shares | shares | (2,264,992) |
Forfeited, Shares | shares | (37,334) |
Ending Balance, Unvested Shares | shares | 5,082,659 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.84 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 7.97 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 4.70 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 4.94 |
End of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 6.65 |
Accounting for Stock-Based Co_8
Accounting for Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock Units, Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Unvested Shares | shares | 613,739 |
Granted, Shares | shares | 173,664 |
Vested, Shares | shares | (247,164) |
Ending Balance, Unvested Shares | shares | 540,239 |
Beginning of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.89 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 8.81 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 4.81 |
End of Period, Weighted Average Grant Date Fair Value | $ / shares | $ 6.19 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Physician Practices Clinics and Other Ancillary Businesses | |
Acquisitions and Divestitures [Line Items] | |
Business acquisition, cost of acquired entity, purchase price | $ 4 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Divestitures (Details) - Item | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Lea Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 68 | |
Effective Date | Jan. 1, 2021 | |
Tennova Healthcare - Tullahoma | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 135 | |
Effective Date | Jan. 1, 2021 | |
Tennova Healthcare - Shelbyville | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 60 | |
Effective Date | Jan. 1, 2021 | |
Northwest Mississippi Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 181 | |
Effective Date | Feb. 1, 2021 | |
Berwick Hospital Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 90 | |
Effective Date | Dec. 1, 2020 | |
Brownwood Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 188 | |
Effective Date | Oct. 27, 2020 | |
Abilene Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 231 | |
Effective Date | Oct. 27, 2020 | |
San Angelo Community Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 171 | |
Effective Date | Oct. 24, 2020 | |
Bayfront Health St. Petersburg | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 480 | |
Effective Date | Oct. 1, 2020 | |
Hill Regional Hospital | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 25 | |
Effective Date | Aug. 1, 2020 | |
St. Cloud Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 84 | |
Effective Date | Jul. 1, 2020 | |
Northern Louisiana Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 130 | |
Effective Date | Jul. 1, 2020 | |
Shands Live Oak Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 25 | |
Effective Date | May 1, 2020 | |
Shands Starke Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 49 | |
Effective Date | May 1, 2020 | |
Southside Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 300 | |
Effective Date | Jan. 1, 2020 | |
Southampton Memorial Hospital | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 105 | |
Effective Date | Jan. 1, 2020 | |
Southern Virginia Regional Medical Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of licensed beds | 80 | |
Effective Date | Jan. 1, 2020 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Divestitures - Additional Information (Details) | Dec. 08, 2020Item |
Alliance Health Midwest | Midwest City | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | 255 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Schedule of Balance Sheet Items Classified as Held for Sale (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Acquisitions And Divestitures [Abstract] | ||
Other current assets | $ 5 | $ 12 |
Other assets, net | 2 | 11 |
Accrued liabilities | $ 3 | $ 16 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 202.90% | 122.80% |
Income tax refunds (payments), net | $ 2,000,000 | |
CARES Act | ||
Income Taxes [Line Items] | ||
Discrete net tax benefit | $ 240,000,000 | |
Federal | Tax Year 2014 | ||
Income Taxes [Line Items] | ||
Open tax year | 2014 | |
Federal | Tax Year 2015 | ||
Income Taxes [Line Items] | ||
Open tax year | 2015 | |
Maximum | ||
Income Taxes [Line Items] | ||
Unrecognized benefit that would affect the effective tax rate | $ 1,000,000 | |
Amount of interest and penalties included in liabilities for uncertain tax positions | 1,000,000 | |
Income tax refunds (payments), net | $ (1,000,000) |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt and lease obligations | $ 11,917 | $ 12,216 |
Less: Unamortized deferred debt issuance costs | (390) | (250) |
Less: Current maturities | (20) | (123) |
Total long-term debt | 11,897 | 12,093 |
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 95 | |
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,033 | |
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,462 | 1,462 |
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 2,101 | 2,101 |
Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 700 | 700 |
Senior Secured Notes | Senior Secured Notes at 5.625% due 2027 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,900 | 1,900 |
Senior Secured Notes | Senior Secured Notes at 6% due 2029 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 900 | 900 |
Senior Secured Notes | Senior Secured Notes at 4.750% due 2031 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,095 | |
Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 126 | |
Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 767 | 767 |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,348 | 1,348 |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,775 | |
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 1,769 | |
Finance Lease and Financing Obligations | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | 238 | 239 |
Other | ||
Debt Instrument [Line Items] | ||
Debt and lease obligations | $ 21 | $ 26 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Debt (Parenthetical) (Details) | Mar. 01, 2021 | Feb. 09, 2021 | Feb. 02, 2021 | Jan. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Senior Notes | Senior Notes at 6.875%, Due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.875% | 6.875% | ||||
Debt instrument, maturity year | 2022 | 2022 | ||||
Senior Notes | Senior Notes at 6.875% Due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.875% | 6.875% | ||||
Debt instrument, maturity year | 2028 | 2028 | ||||
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.25% | 6.25% | ||||
Debt instrument, maturity year | 2023 | 2023 | ||||
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 8.625% | 8.625% | ||||
Debt instrument, maturity year | 2024 | 2024 | ||||
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.625% | 6.625% | ||||
Debt instrument, maturity year | 2025 | 2025 | ||||
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | ||||
Debt instrument, maturity year | 2026 | 2026 | ||||
Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | ||||
Debt instrument, maturity year | 2027 | 2027 | ||||
Senior Secured Notes | Senior Secured Notes at 5.625% due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 5.625% | 5.625% | ||||
Debt instrument, maturity year | 2027 | 2027 | ||||
Senior Secured Notes | Senior Secured Notes at 6% due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | ||||
Debt instrument, maturity year | 2029 | 2029 | ||||
Senior Secured Notes | Senior Secured Notes at 4.750% due 2031 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 4.75% | 4.75% | ||||
Debt instrument, maturity year | 2031 | 2031 | ||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 9.875% | 9.875% | ||||
Debt instrument, maturity year | 2023 | 2023 | ||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 8.125% | 8.125% | ||||
Debt instrument, maturity year | 2024 | 2024 | ||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.875% | 6.875% | ||||
Debt instrument, maturity year | 2029 | 2029 |
Long-Term Debt - 6.25% Senior S
Long-Term Debt - 6.25% Senior Secured Notes, Due 2023 - Additional Information (Details) - Senior Secured Notes - Senior Secured Notes at 6.25%, Due 2023 - USD ($) $ in Millions | Jan. 28, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt instrument stated interest rate | 6.25% | 6.25% |
Debt instrument, maturity year | 2023 | 2023 |
Debt instrument, redemption value | $ 95 |
Long-Term Debt - 6.875% Junior-
Long-Term Debt - 6.875% Junior-Priority Secured Notes, Due 2029 - Additional Information (Details) - Junior-Priority Secured Notes - USD ($) $ in Millions | Feb. 02, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Junior-Priority Secured Notes at 6.875% Due 2029 | |||
Debt Instrument [Line Items] | |||
Debt instrument, offering date | Feb. 2, 2021 | ||
Debt instrument aggregate principal amount | $ 1,775 | ||
Debt instrument stated interest rate | 6.875% | 6.875% | |
Debt instrument, maturity date | Apr. 15, 2029 | ||
Debt instrument, maturity year | 2029 | 2029 | |
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Debt instrument redemption price percentage | 100.00% | ||
Debt instrument optional redemption date | Apr. 15, 2024 | ||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 6⅞% Junior-Priority Secured Notes due 2029. | ||
Junior-Priority Secured Notes at 6.875% Due 2029 | Redeem Up to 40% Principal Amount Prior to April 15, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument redemption price percentage | 106.875% | ||
Debt instrument optional redemption date | Apr. 15, 2024 | ||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||
Junior-Priority Secured Notes at 9.875% Due 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument stated interest rate | 9.875% | 9.875% | |
Debt instrument, maturity year | 2023 | 2023 |
Long-Term Debt - Schedule of Ea
Long-Term Debt - Schedule of Early Redemption Prices 6.875% Junior-Priority Secured Notes due 2029 (Details) - Junior-Priority Secured Notes at 6.875% Due 2029 - Junior-Priority Secured Notes | Feb. 02, 2021 |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 100.00% |
Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 103.438% |
Debt Instrument, Redemption Period, Start Date | Apr. 15, 2024 |
Debt Instrument, Redemption Period, End Date | Apr. 14, 2025 |
Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 101.719% |
Debt Instrument, Redemption Period, Start Date | Apr. 15, 2025 |
Debt Instrument, Redemption Period, End Date | Apr. 14, 2026 |
Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Apr. 15, 2026 |
Debt Instrument, Redemption Period, End Date | Apr. 14, 2029 |
Long-Term Debt - 4.750% Senior
Long-Term Debt - 4.750% Senior Secured Notes, Due 2031 - Additional Information (Details) - Senior Secured Notes - USD ($) $ in Millions | Feb. 09, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Redeem All or portion 100% Principal Amount Prior to February 15, 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument stated interest rate | 4.75% | ||
Debt instrument, maturity year | 2031 | ||
Debt instrument redemption description | plus a “make-whole” premium, as described in the indenture governing the 4¾% Senior Secured Notes due 2031 | ||
Debt instrument optional redemption date | Feb. 15, 2026 | ||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Debt instrument redemption price percentage | 100.00% | ||
Senior Secured Notes at 4.750% due 2031 | |||
Debt Instrument [Line Items] | |||
Debt instrument, offering date | Feb. 9, 2021 | ||
Debt instrument aggregate principal amount | $ 1,095 | ||
Debt instrument stated interest rate | 4.75% | 4.75% | |
Debt instrument, maturity date | Feb. 15, 2031 | ||
Debt instrument, maturity year | 2031 | 2031 | |
Debt instrument redemption description | The 4¾% Senior Secured Notes due 2031 bear interest at a rate of 4.750% per year payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2021. | ||
Debt instrument optional redemption date | Feb. 15, 2026 | ||
Minimum period notice for redemption of debt | 15 days | ||
Maximum period notice for redemption of debt | 60 days | ||
Senior Secured Notes at 4.750% due 2031 | Redeem up to 10% Principal Amount Prior to February 15, 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument redemption description | plus accrued and unpaid interest, if any. In addition, any time prior to February 15, 2026, but not more than once during each twelve-month period | ||
Debt instrument redemption price percentage | 103.00% | ||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 10.00% | ||
Senior Secured Notes at 4.750% due 2031 | Redeem up to 40% Principal Amount Prior to February 15, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument stated interest rate | 4.75% | ||
Debt instrument, maturity year | 2031 | ||
Debt instrument optional redemption date | Feb. 15, 2024 | ||
Debt instrument redemption price percentage | 104.75% | ||
Maximum principal redeemable using proceeds from a public equity offering, as a percentage of principal amount | 40.00% | ||
Senior Secured Notes at 8.625%, Due 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument stated interest rate | 8.625% | 8.625% | |
Debt instrument, maturity year | 2024 | 2024 | |
Debt instrument redemption date | Feb. 9, 2021 |
Long-Term Debt - Schedule of _3
Long-Term Debt - Schedule of Early Redemption Prices on 4.750% Senior Notes due 2031 (Details) - Senior Secured Notes - Senior Secured Notes at 4.750% due 2031 | Feb. 09, 2021 |
Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 102.375% |
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2026 |
Debt Instrument, Redemption Period, End Date | Feb. 14, 2027 |
Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 101.583% |
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2027 |
Debt Instrument, Redemption Period, End Date | Feb. 14, 2028 |
Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 100.792% |
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2028 |
Debt Instrument, Redemption Period, End Date | Feb. 14, 2029 |
Debt Instrument, Redemption, Period Four | |
Debt Instrument [Line Items] | |
Debt instrument redemption price percentage | 100.00% |
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2029 |
Debt Instrument, Redemption Period, End Date | Feb. 14, 2031 |
Long-Term Debt - 6.875% Senior
Long-Term Debt - 6.875% Senior Notes, Due 2022 - Additional Information (Details) - Senior Notes - Senior Notes at 6.875%, Due 2022 - USD ($) $ in Millions | Mar. 01, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6.875% | 6.875% |
Debt instrument, redemption value | $ 126 | |
Debt instrument, maturity year | 2022 | 2022 |
Long-Term Debt - Other Debt - A
Long-Term Debt - Other Debt - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Apr. 03, 2018 | |
Debt Instrument [Line Items] | |||
Interest paid on borrowings | $ 203,000,000 | $ 264,000,000 | |
ABL Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 633,000,000 | $ 1,000,000,000 | |
Line of credit outstanding amount | 0 | ||
ABL Facility | ABL Facility Customary Covenants | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 95,000,000 | ||
Debt instrument variable interest rate | 10.00% | ||
ABL Facility | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit outstanding amount | $ 120,000,000 | ||
Reduction in letters of credit | $ 30,000,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Assets: | ||
Cash and cash equivalents | $ 1,251 | $ 1,676 |
Investments in equity securities | 121 | 129 |
Available-for-sale debt securities | 115 | 110 |
Trading securities | 12 | 12 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 95 | |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,025 | |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,429 | 1,427 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,075 | 2,074 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 692 | 692 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 5.625% due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,810 | 1,809 |
Carrying Amount | Senior Secured Notes | Senior Notes at 6% Due 2029 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 857 | 857 |
Carrying Amount | Senior Secured Notes | Senior Secured Notes at 4.750% due 2031 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,090 | |
Carrying Amount | Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 125 | |
Carrying Amount | Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 758 | 758 |
Carrying Amount | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,756 | |
Carrying Amount | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,337 | 1,336 |
Carrying Amount | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,614 | |
Carrying Amount | ABL Facility and Other Debt | ||
Liabilities: | ||
Notes payable, fair value disclosure | 18 | 23 |
Estimated Fair Value | ||
Assets: | ||
Cash and cash equivalents | 1,251 | 1,676 |
Investments in equity securities | 121 | 129 |
Available-for-sale debt securities | 115 | 110 |
Trading securities | 12 | 12 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 99 | |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,080 | |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,548 | 1,543 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 2,272 | 2,275 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 768 | 760 |
Estimated Fair Value | Senior Secured Notes | Senior Notes at 6% Due 2029 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 954 | 973 |
Estimated Fair Value | Senior Secured Notes | Senior Secured Notes at 4.750% due 2031 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,070 | |
Estimated Fair Value | Senior Notes | Senior Notes at 6.875%, Due 2022 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 125 | |
Estimated Fair Value | Senior Notes | Senior Secured Notes at 5.625% due 2027 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,988 | 2,048 |
Estimated Fair Value | Senior Notes | Senior Notes at 6.875% Due 2028 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 701 | 618 |
Estimated Fair Value | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,861 | |
Estimated Fair Value | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,416 | 1,408 |
Estimated Fair Value | Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | ||
Liabilities: | ||
Notes payable, fair value disclosure | 1,857 | |
Estimated Fair Value | ABL Facility and Other Debt | ||
Liabilities: | ||
Notes payable, fair value disclosure | $ 18 | $ 23 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Estimated Fair Value of Financial Instruments, by Balance Sheet Grouping (Parenthetical) (Details) | Mar. 01, 2021 | Feb. 09, 2021 | Feb. 02, 2021 | Jan. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Senior Notes | Senior Notes at 6.875%, Due 2022 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 6.875% | 6.875% | ||||
Debt instrument maturity year | 2022 | 2022 | ||||
Senior Notes | Senior Notes at 6.875% Due 2028 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 6.875% | 6.875% | ||||
Debt instrument maturity year | 2028 | 2028 | ||||
Senior Secured Notes | Senior Secured Notes at 6.25%, Due 2023 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 6.25% | 6.25% | ||||
Debt instrument maturity year | 2023 | 2023 | ||||
Senior Secured Notes | Senior Secured Notes at 8.625%, Due 2024 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 8.625% | 8.625% | ||||
Debt instrument maturity year | 2024 | 2024 | ||||
Senior Secured Notes | Senior Secured Notes at 6.625% Due 2025 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 6.625% | 6.625% | ||||
Debt instrument maturity year | 2025 | 2025 | ||||
Senior Secured Notes | Senior Secured Notes at 8%, Due 2026 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 8.00% | 8.00% | ||||
Debt instrument maturity year | 2026 | 2026 | ||||
Senior Secured Notes | Senior Secured Notes at 8% Due 2027 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 8.00% | 8.00% | ||||
Debt instrument maturity year | 2027 | 2027 | ||||
Senior Secured Notes | Senior Secured Notes at 5.625% due 2027 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 5.625% | 5.625% | ||||
Debt instrument maturity year | 2027 | 2027 | ||||
Senior Secured Notes | Senior Notes at 6% Due 2029 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 6.00% | 6.00% | ||||
Debt instrument maturity year | 2029 | 2029 | ||||
Senior Secured Notes | Senior Secured Notes at 4.750% due 2031 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 4.75% | 4.75% | ||||
Debt instrument maturity year | 2031 | 2031 | ||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 9.875% Due 2023 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 9.875% | 9.875% | ||||
Debt instrument maturity year | 2023 | 2023 | ||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 8.125% Due 2024 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 8.125% | 8.125% | ||||
Debt instrument maturity year | 2024 | 2024 | ||||
Junior-Priority Secured Notes | Junior-Priority Secured Notes at 6.875% Due 2029 | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Debt instrument stated interest rate | 6.875% | 6.875% | ||||
Debt instrument maturity year | 2029 | 2029 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, level 2 to level 1 transfers, amount | $ 0 | $ 0 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in equity securities | $ 121 | $ 129 |
Available-for-sale debt securities | 115 | 110 |
Trading securities | 12 | 12 |
Total | 248 | 251 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in equity securities | 121 | 129 |
Total | 121 | 129 |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 115 | 110 |
Trading securities | 12 | 12 |
Total | $ 127 | $ 122 |
Leases - Components of Lease Co
Leases - Components of Lease Cost and Rent Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 48 | $ 51 |
Short-term rent expense | 25 | 26 |
Variable lease cost | 6 | 5 |
Sublease income | (1) | (1) |
Total operating lease cost | 78 | 81 |
Finance lease cost: | ||
Amortization of right-of-use assets | 3 | 3 |
Interest on finance lease liabilities | 1 | 2 |
Total finance lease cost | $ 4 | $ 5 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases: | ||
Operating Lease ROU Assets | $ 647 | $ 642 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets, net | Other assets, net |
Finance Leases: | ||
Property and equipment | $ 9,396 | $ 9,352 |
Less accumulated depreciation and amortization | (4,091) | (4,030) |
Property and equipment, net | 5,305 | 5,322 |
Current finance lease liabilities | $ 5 | $ 5 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current maturities of long-term debt | Current maturities of long-term debt |
Long-term finance lease liabilities | $ 73 | $ 74 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt | Long-term debt |
Finance Lease ROU Assets | ||
Finance Leases: | ||
Property and equipment | $ 151 | $ 150 |
Less accumulated depreciation and amortization | (49) | (46) |
Property and equipment, net | 102 | 104 |
Finance Lease ROU Assets | Land and Improvements | ||
Finance Leases: | ||
Property and equipment | 8 | 8 |
Finance Lease ROU Assets | Building and Improvements | ||
Finance Leases: | ||
Property and equipment | 134 | 134 |
Finance Lease ROU Assets | Equipment and Fixtures | ||
Finance Leases: | ||
Property and equipment | $ 9 | $ 8 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 56 | $ 47 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases | 1 | 2 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases | 1 | 1 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 17 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 26 | $ 35 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Capital stock, shares authorized | 400,000,000 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares outstanding | 0 | |
Amount available for dividend payments, stock repurchases at period end | $ 200 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Stockholders' Deficit (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity, beginning balance | $ (1,538) | $ (2,141) |
Redeemable Noncontrolling Interests, beginning balance | 484 | |
Comprehensive income (loss) | (59) | 28 |
Distributions to noncontrolling interests | (9) | (8) |
Purchase of subsidiary shares from noncontrolling interests | (1) | |
Other reclassifications of noncontrolling interests | (8) | |
Adjustment to redemption value of redeemable noncontrolling interests | 7 | (7) |
Cancellation of restricted stock for tax withholdings on vested shares | (4) | (1) |
Share-based compensation | 8 | 2 |
Equity, ending balance | (1,595) | (2,136) |
Redeemable Noncontrolling Interests, ending balance | 481 | |
Redeemable Noncontrolling Interests (Non- Equity) | ||
Redeemable Noncontrolling Interests, beginning balance | 484 | 502 |
Comprehensive income (loss) attributable to redeemable noncontrolling interest | 21 | 8 |
Distributions to redeemable noncontrolling interests | (12) | (22) |
Purchase of subsidiary shares from noncontrolling interests | (1) | |
Disposition of less-than-wholly owned business | (7) | |
Noncontrolling interest in acquired entity | 2 | |
Other reclassifications of redeemable noncontrolling interests | 8 | |
Adjustment to redemption value of redeemable noncontrolling interests | (7) | 7 |
Redeemable Noncontrolling Interests, ending balance | 481 | 502 |
Common Stock | ||
Equity, beginning balance | 1 | 1 |
Equity, ending balance | 1 | 1 |
Additional Paid-in Capital | ||
Equity, beginning balance | 2,094 | 2,008 |
Purchase of subsidiary shares from noncontrolling interests | (1) | |
Adjustment to redemption value of redeemable noncontrolling interests | 7 | (7) |
Cancellation of restricted stock for tax withholdings on vested shares | (4) | (1) |
Share-based compensation | 8 | 2 |
Equity, ending balance | 2,105 | 2,001 |
Accumulated Other Comprehensive Income (Loss) | ||
Equity, beginning balance | (13) | (9) |
Comprehensive income (loss) | (3) | 2 |
Equity, ending balance | (16) | (7) |
Accumulated Deficit | ||
Equity, beginning balance | (3,707) | (4,218) |
Comprehensive income (loss) | (64) | 18 |
Equity, ending balance | (3,771) | (4,200) |
Noncontrolling Interest | ||
Equity, beginning balance | 87 | 77 |
Comprehensive income (loss) | 8 | 8 |
Distributions to noncontrolling interests | (9) | (8) |
Other reclassifications of noncontrolling interests | (8) | |
Equity, ending balance | $ 86 | $ 69 |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Impact of Noncontrolling Interest to Stockholders' Deficit (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Net (loss) income attributable to Community Health Systems, Inc. stockholders | $ (64) | $ 18 |
Net increase in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests | (1) | |
Net transfers to noncontrolling interests | (1) | |
Change to Community Health Systems, Inc. stockholders' deficit from net (loss) income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests | $ (64) | $ 17 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Components of Denominator for Computation of Basic and Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Effect of dilutive securities: | ||
Weighted-average number of shares outstanding — basic | 125,753,278 | 114,301,519 |
Restricted stock awards | 77,336 | |
Employee stock options | 476 | |
Weighted-average number of shares outstanding — diluted | 125,753,278 | 114,379,331 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Earnings Per Share [Abstract] | |
Increase in number of shares to diluted shares calculation if income would have been generated | 2,267,756 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Employee stock options and restricted stock awards excluded from computation of earnings per share amount | 858,586 | 4,851,171 |
Contingencies - Schedule of Rec
Contingencies - Schedule of Reconciliation of the Beginning and Ending Liability Balances in Connection with Probable Contingencies (Details) - Pending Litigation [Member] - Other Probable Contingencies [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Loss Contingency Accrual [Roll Forward] | |
Beginning Balance | $ 11 |
Cash payments | (1) |
Ending Balance | $ 10 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - Pending Litigation [Member] - Litigation Matters Where Negative Outcome Is Reasonably Possible [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Attorneys' fees and other costs incurred | $ 2 | |
Maximum | ||
Loss Contingencies [Line Items] | ||
Attorneys' fees and other costs incurred | $ 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Alliance Health Midwest - Subsequent Event - Midwest City, Oklahoma | Apr. 01, 2021Item |
Subsequent Event [Line Items] | |
Disposition completion date | Apr. 1, 2021 |
Number of licensed beds sold | 255 |