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Annual Report to
Stockholders 2013
CO M M U N I T Y
HEALTH SYSTEMS,INC.

Table of contents

  • Page 1
    COMMUNIT Y HEALTH SYSTEMS , INC . A nnua l Repo r t to Sto ck holde rs 2013

  • Page 2
    ... 206 affiliated hospitals in 29 states with an aggregate of approximately 30,900 licensed beds (as of March 1, 2014). The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under...

  • Page 3
    Hospital Locations As of March 1, 2014 4 1 1 1 3 1 4 4 6 10 10 1 18 3

  • Page 4
    ...)** $4.00 $3.50 25 $3.00 $2.50 $2.00 $1.50 11 12 13 For 2012, includes net benefit from industry-wide government settlement and payment update of $0.51 Hospitals are owned or leased by subsidiaries of Community Health Systems, Inc. Community Health Systems, Inc. does not have any employees.

  • Page 5
    ...to Community Health Systems, Inc. stockholders** Adjusted earnings per share from continuing operations** Diluted Weighted average number of shares outstanding: Diluted $ 12,997,693 $ 224,720 $ 2.40 93,815 $ 13,028,985 $ 344,673 $ 3.84 89,807 As of December 31, 2013 2012 Balance Sheet Data Working...

  • Page 6
    ... the successful acquisition of Health Management Associates, Inc., or HMA, a transaction that was completed at the end of January 2014. This compelling combination of two companies increased our diverse portfolio to more than 200 hospitals across 29 states. Newly acquired facilities geographically...

  • Page 7
    ..., and in new markets added through the acquisition of HMA, we support economic development by employing local residents, paying taxes and providing charity care. We continue to invest in clinical services, healthcare facilities, the latest medical technologies and information systems hardware, just...

  • Page 8
    Board of Directors and Officers / Community Health Systems, Inc. Board of Directors Wayne T. Smith Chairman of the Board and Chief Executive Officer W. Larry Cash President of Financial Services and Chief Financial Officer John A. Clerico (1) (2) Co-founder and Chairman ChartMark Investments, Inc. ...

  • Page 9
    Corporate Information / Community Health Systems, Inc. Corporate Office Community Health Systems, Inc. 4000 Meridian Boulevard Franklin, TN 37067 (615) 465-7000 www.chs.net Form 10-K/Investor Contact A copy of the Company's Annual Report on Form 10-K, filed with the Securities and Exchange ...

  • Page 10
    ..., Tennessee 37067 (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (615) 465-7000 Securities registered pursuant to Section 12(b) of the Tct: Title of Each Class Common Stock, $.01 par value Name of Each Exchange on Which Registered New York...

  • Page 11

  • Page 12
    ... Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PTRT III Directors, Executive Officers and Corporate Governance Executive Compensation Security...

  • Page 13
    ... of Community Health Systems, Inc. Overview of Our Company We are one of the largest publicly-traded operators of hospitals in the United States in terms of number of facilities and net operating revenues. We were originally founded in 1986 and were reincorporated in 1996 as a Delaware corporation...

  • Page 14
    ... of services in a more attractive care setting, as well as by supporting, recruiting and employing physicians. We identify the healthcare needs of the community by analyzing demographic data and patient referral trends. We also work with local hospital boards, management teams and medical staffs...

  • Page 15
    ... also employ a small group of clinical consultants at our corporate headquarters to assist the hospitals in their development of surgery, emergency, critical care, cardiovascular and hospitalist services. In addition to spending capital on expanding services at our existing hospitals, we also build...

  • Page 16
    ..., imaging, home care, skilled nursing, centralized outpatient scheduling and health information management. We have improved quality and reduced costs associated with these services by improving contract terms and standardizing information systems. We work to identify and communicate best practices...

  • Page 17
    ... safety and the quality of care provided. We have developed high reliability/safety and quality training programs for all senior hospital management, chief nursing officers, quality directors, physicians and other clinical staff. We share information among our hospital management to implement best...

  • Page 18
    ... our acquisition targets are municipal or other not-for-profit hospitals. We believe that our access to capital, ability to recruit physicians and reputation for providing quality care make us an attractive partner for these communities. In addition, we have found that communities located in states...

  • Page 19
    ... the only provider of general healthcare services in these communities. Factors Affecting Performance. Among the many factors that can influence a hospital's financial and operating performance are: • facility size and location, • facility ownership structure (i.e., tax-exempt or investor owned...

  • Page 20
    ..., primarily through mergers and acquisitions involving both for-profit and not-for-profit hospital systems, is continuing. Reasons for this activity include: • ample supply of available capital, • valuation levels, • financial performance issues, including challenges associated with changes in...

  • Page 21
    ...in thousands) 2011 Consolidated Data Number of hospitals (at end of period) Licensed beds (at end of period)(1) Beds in service (at end of period)(2) Admissions(3) Adjusted admissions(4) Patient days(5) Average length of stay (days)(6) Occupancy rate (beds in service)(7) Net operating revenues Net...

  • Page 22
    ...(days) represents the average number of days inpatients stay in our hospitals. (7) We calculated occupancy rate percentages by dividing the average daily number of inpatients by the weighted-average number of beds in service. (8) EBITDA consists of net income attributable to Community Health Systems...

  • Page 23
    ...net cash provided by operating activities as derived directly from our Consolidated Financial Statements for the years ended December 31, 2013, 2012 and 2011 (in thousands): Adjusted EBITDA Interest expense, net Provision for income taxes Deferred income taxes Loss from operations of hospitals sold...

  • Page 24
    ... government or business payors. To further reduce their healthcare costs, an increasing number of insurance companies, HMOs, PPOs and other managed care companies are negotiating discounted fee structures or fixed amounts for hospital services performed, rather than paying healthcare providers the...

  • Page 25
    ... payments for providers who adopt and use health information technology. This act also provides penalties by reducing reimbursement from Medicare in the form of reductions to scheduled market basket increases beginning in federal fiscal year 2015 if eligible hospitals and professionals fail to...

  • Page 26
    .... Indiana, Pennsylvania and Texas, where we operated a significant number of hospitals as of December 31, 2013, are three of the states that are not expanding Medicaid coverage. After giving effect to the HMA merger, we will also operate a significant number of hospitals in Florida and Tennessee...

  • Page 27
    ... as potential violations of the anti-kickback statute: • payment of any incentive by the hospital when a physician refers a patient to the hospital, • use of free or significantly discounted office space or equipment for physicians in facilities usually located close to the hospital, 15

  • Page 28
    ...to our hospitals. Physicians own interests in a number of our facilities. Physicians may also own our stock. We also have contracts with physicians providing for a variety of financial arrangements, including employment contracts, leases, management agreements and professional service agreements. We...

  • Page 29
    ...holds debt, stock or other types of investment in the hospital or in any owner of the hospital, excluding physician ownership through publicly-traded securities that meet certain conditions. If a hospital fails to comply with these regulations, the hospital could lose its Medicare provider agreement...

  • Page 30
    ... of new services. As of December 31, 2013, we operated 58 hospitals in 16 states that have adopted CON laws for acute care facilities. If we fail to obtain necessary state approval, we will not be able to expand our facilities, complete acquisitions or add new services in these states. Violation...

  • Page 31
    ... protected health information to affected individuals without unreasonable delay, but not to exceed 60 days of discovery of the breach by the covered entity or its agents. Notification must also be made to the DHHS and, in certain situations involving large breaches, to the media. Various state laws...

  • Page 32
    ... disproportionate share and uncompensated care payments as a percentage of operating revenues, net of contractual allowances and discounts (but before the provision for bad debts), were 1.3%, 1.3% and 1.5% for the years ended December 31, 2013, 2012 and 2011, respectively. Hospitals may also qualify...

  • Page 33
    ... in audits and investigations into alleged abuses of the DRG outlier payment system. Commercial Insurance and Managed Care Companies. Our hospitals provide services to individuals covered by private healthcare insurance or by health plans administered by managed care companies. These payors pay our...

  • Page 34
    ... our physicians' patients to our hospitals by offering quality services and facilities, convenient locations and state-of-theart equipment. Compliance Program We take an operations team approach to compliance and utilize corporate experts for program design efforts and facility leaders for employee...

  • Page 35
    ... and business associates who work in the accounting, financial reporting and asset management areas of our Company. Our Code of Conduct is posted on our website at www.chs.net/company-overview/code-of-conduct. Employees At December 31, 2013, we employed approximately 69,000 full-time employees and...

  • Page 36
    ...with available cash on hand, were used to finance the prepayment of $1.6 billion of the then outstanding term loans due 2014 under the Credit Facility and related fees and expenses. On March 21, 2012, we entered into an accounts receivable loan agreement, or the Receivables Facility, with a group of...

  • Page 37
    ... Notes Receivables Facility Other Total debt $ 4,050.1 2,020.3 1,200.0 1,600.0 500.0 83.0 Community Health Systems, Inc. stockholders' equity $ $ 9,453.4 3,067.8 As of December 31, 2013, our approximately $2.0 billion notional amount of interest rate swap agreements outstanding represented...

  • Page 38
    ... the related risks that we now face could be further exacerbated. Failure to achieve expected benefits of the HMA merger and to integrate HMA's operations with ours could adversely affect us and the market price of our common stock. Although we expect to realize strategic, operational and financial...

  • Page 39
    ... to be filed by us with the SEC within 71 days after the acquisition was required to be reported on a Current Report on Form 8-K. If we are unable to complete and file the audited financial statements within the required timeframe we could be out of compliance with the SEC's timely filer status...

  • Page 40
    ... majority of our hospitals are located in non-urban service areas. In nearly 60% of our markets, we are the sole provider of general acute care health services. In most of our other markets, the primary competitor is a not-for-profit hospital. These not-for-profit hospitals generally differ in each...

  • Page 41
    ... payments for providers who adopt and use health information technology. This act also provides penalties by reducing reimbursement from Medicare in the form of reductions to scheduled market basket increases beginning in federal fiscal year 2015 if eligible hospitals and professionals fail to...

  • Page 42
    ... revenues. Other provisions of the Reform Legislation, such as requirements related to employee health insurance coverage, should increase our operating costs. Starting in 2014, the Reform Legislation may result in an increase in the number of patients using our facilities who have health insurance...

  • Page 43
    .... Indiana, Pennsylvania and Texas, where we operated a significant number of hospitals as of December 31, 2013, are three of the states that are not expanding Medicaid coverage. After giving effect to the HMA merger, we will also operate a significant number of hospitals in Florida and Tennessee...

  • Page 44
    ... 0.2% in 2013, was relatively unchanged in 2012, and decreased by 0.2% in 2011. If these costs rise rapidly, our profitability could decline. For a further discussion of our insurance coverage, see our discussion of professional liability claims in "Management's Discussion and Analysis of Financial...

  • Page 45
    ..., • potential adverse impact of known and unknown government investigations, audits, and Federal and State False Claims Act litigation and other legal proceedings, • our ability, where appropriate, to enter into and maintain managed care provider arrangements and the terms of these arrangements...

  • Page 46
    ... corporate headquarters building located in Franklin, Tennessee. Hospitals Our hospitals are general care hospitals offering a wide range of inpatient and outpatient medical services. These services generally include general acute care, emergency room, general and specialty surgery, critical care...

  • Page 47
    ...location, the date of its acquisition or lease inception and the number of licensed beds: Date of Licensed Hospital Tcquisition/Lease Inception City Beds(1) Ownership Type Alabama LV Stabler Memorial Hospital South Baldwin Regional Medical Center Cherokee Medical Center Dekalb Regional Medical...

  • Page 48
    ...Indiana Porter Hospital Valparaiso 301 May, 2007 July, 2007 July, 2007 July, 2007 July, 2007 July, 2007 July, 2007 July, 2007 July, 2007 Owned Owned Owned Owned Owned Owned Owned Owned Owned Lutheran Health Network Bluffton Regional Medical Center Bluffton Fort Wayne Fort Wayne Fort Wayne Fort...

  • Page 49
    ...Carlsbad Hobbs July, 2007 July, 2007 July, 2007 Mountain View Regional Medical Center Las Cruces 168 North Carolina Martin General Hospital Williamston 49 November, 1998 Leased Ohio Affinity Medical Center Valleycare System of Ohio Massillon Youngstown 156 355 311 69 July, 2007 October...

  • Page 50
    ...Haven Hospital Pottstown Memorial Medical Center Phoenixville Hospital Lock Haven Pottstown Phoenixville August, 2002 July, 2003 224 Sunbury Community Hospital Memorial Hospital Sunbury York 151 89 100 August, 2004 October, 2005 July, 2012 South Carolina Marlboro Park Hospital Chesterfield...

  • Page 51
    ... state agency licenses a facility regardless of whether the beds are actually available for patient use. We operate this hospital under a lease-leaseback and operating agreement. We recognize all operating statistics, revenues and expenses associated with this hospital in our consolidated financial...

  • Page 52
    ..., 2013. Information on licensed beds was provided by the majority owner and manager of each joint venture. A subsidiary of HCA Holdings, Inc. is the majority owner of Macon Healthcare LLC, and a subsidiary of UHS is the majority owner of Summerlin Hospital Medical Center LLC and Valley Health System...

  • Page 53
    ...and procedures, including our hospitals' use of the Pro-MED Clinical Information System, a third-party software system that assists with the management of patient care and provides operational support and data collection for emergency department management. The subpoena also sought information about...

  • Page 54
    ... ex rel. and Reuille vs. Community Health Systems Professional Services Corporation and Lutheran Musculoskeletal Center, LLC d/b/a Lutheran Hospital (United States District Court for the Northern District of Indiana, Fort Wayne Division) . This lawsuit was originally filed under seal in January 2009...

  • Page 55
    ... Pottstown Hospital Co., LLC d/b/a Pottstown Memorial Medical Center and Community Health Systems, Inc. was filed in the Eastern District of Pennsylvania. The complaint alleges the hospital traded on call agreements for referrals. There is no indication that the Department of Justice has intervened...

  • Page 56
    ... Laredo Texas Hospital Company, L.P. d/b/a Laredo Medical Center, CHS/Community Health Systems, Inc., Webb Hospital Corporation, Community Health Systems Professional Services Corporation, Community Health Systems, Inc., Abraham "Abe" Martinez, Argelia "Argie" Martinez, Michael Portacci, Wayne Smith...

  • Page 57
    ... Contents Since April 2011, our Audit and Compliance Committee and/or Board of Directors has met, on average, monthly to review the status of the lawsuits and investigations relating to allegations of improper billing for inpatient care at our hospitals and to oversee management in connection with...

  • Page 58
    ... and the False Claims Act. In the complaint in the newly unsealed action in the District of South Carolina the government has also intervened as to Gary Newsome, the former Chief Executive Officer of HMA. In the complaint filed by relator David Napoliello, M.D. in the Middle District of Florida, the...

  • Page 59
    ... to employees, physicians and therapists who were involved with the IOP services provided by Allegiance at the HMA hospitals; and (v) other documents related to Allegiance, including leases, contracts, policies and procedures, training documents, budgets and financial analyses. The period of time...

  • Page 60
    ...April 30, 2012, two class action lawsuits that were brought against HMA and certain of its then executive officers, one of whom was at that time also a director, were consolidated in the U.S. District Court for the Middle District of Florida under the caption In Re: Health Management Associates, Inc...

  • Page 61
    ... 19, 2011, a wrongful termination action was commenced against HMA by Paul Meyer, HMA's former Director of Compliance. That litigation, entitled Meyer v. Health Management Associates, Inc., was commenced in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. The...

  • Page 62
    ...II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities We completed an initial public offering of our common stock on June 14, 2000. Our common stock began trading on June 9, 2000 and is listed on the New York Stock Exchange under the...

  • Page 63
    ... Community Health Systems, Inc., the S&P 500 Index, and the Dow Jones US Health Care Index Historically, we have not paid any cash dividends. In December 2012, we declared and paid a special dividend of $0.25 per share to holders of our common stock at the close of business as of December 17, 2012...

  • Page 64
    ... for discontinued operations. Community Health Systems, Inc. Five Year Summary of Selected Financial Data 2013 Consolidated Statement of Income Data 2012 Year Ended December 31, 2011 2010 2009 (in thousands, except share and per share data) Net operating revenues Income from operations Income...

  • Page 65
    ... In addition to our hospitals and related businesses, we own and operate home care agencies, located primarily in markets where we also operate a hospital. Also, through our wholly-owned subsidiary, Quorum Health Resources, LLC, or QHR, we provide management and consulting services to non-affiliated...

  • Page 66
    ...of Contents Self-pay revenues represented approximately 13.7% of our net operating revenues, net of contractual allowances and discounts (but before provision for bad debts), in 2013 compared to 13.0% in 2012. The amount of foregone revenue related to providing charity care services as a percentage...

  • Page 67
    .... Indiana, Pennsylvania and Texas, where we operated a significant number of hospitals as of December 31, 2013, are three of the states that are not expanding Medicaid coverage. After giving effect to the HMA merger, we will also operate a significant number of hospitals in Florida and Tennessee...

  • Page 68
    ... care may adversely affect our operating revenue growth. Other provisions in the Reform Legislation impose minimum medical-loss ratios and require insurers to meet specific benefit requirements. Furthermore, in the normal course of business, managed care programs, insurance companies and employers...

  • Page 69
    ... related costs are reflected in other operating expenses. In addition, specified managed care programs, insurance companies and employers are actively negotiating the amounts paid to hospitals. The trend toward increased enrollment in managed care may adversely affect our net operating revenue...

  • Page 70
    ...(0.5) 2.3 (0.6) 1.7 % Year Ended December 31, 2013 2012 Percentage (decrease) increase from same period prior year: Net operating revenues (0.2)% Admissions Adjusted admissions (b) Average length of stay Net income attributable to Community Health Systems, Inc. (c) Same store percentage (decrease...

  • Page 71
    ...wide settlement with the United States Department of Health and Human Services and CMS, based on a claim that acute-care hospitals in the U.S. were underpaid from the Medicare inpatient prospective payment system in federal fiscal years 1999 through 2011. The underpayments resulted from calculations...

  • Page 72
    ...wide settlement with the United States Department of Health and Human Services and CMS, based on a claim that acute-care hospitals in the U.S. were underpaid from the Medicare inpatient prospective payment system in federal fiscal years 1999 through 2011. The underpayments resulted from calculations...

  • Page 73
    ... from early extinguishment of debt as discussed above. Net income attributable to noncontrolling interests, as a percentage of net operating revenues, increased from 0.6% in 2011 to 0.7% in 2012. Net income attributable to Community Health Systems, Inc. was $265.6 million in 2012 compared to $201...

  • Page 74
    ... EHR technology, including implementation of Cerner software at ten hospital locations. The remaining cash outflows for other investments of $171.2 million consists primarily of purchases and development of other internal-use software, payments made under non-employee physician recruiting agreements...

  • Page 75
    ... 5.125% per annum. Pursuant to hospital purchase agreements in effect as of December 31, 2013, we have commitments to build one replacement facility and the following capital commitments. As part of an acquisition in 2012, we agreed to build a replacement hospital in York, Pennsylvania, by July 2017...

  • Page 76
    ...million for the purchase of three hospitals in Pennsylvania and one hospital in Illinois, $91.5 million for surgery centers and other physician practices, including a large physician practice in Texas, partially offset by $8.0 million of cash received for the settlement of working capital items from...

  • Page 77
    ... replacement hospitals. Pursuant to hospital purchase agreements in effect as of December 31, 2013, we agreed to build a replacement hospital in York, Pennsylvania, by July 2017, as part of an acquisition in 2012. Construction costs, including equipment costs, for the York replacement facility is...

  • Page 78
    ... due 2014 at December 31, 2013 of approximately $59.6 million was paid as part of the financing for the HMA merger. Effective March 6, 2012, we obtained a new $750 million senior secured revolving credit facility, or the Replacement Revolver Facility, and a new $750 million incremental term loan...

  • Page 79
    ... consents delivered in connection therewith, to pay related fees and expenses, and for general corporate purposes. On August 17, 2012, CHS completed an underwritten public offering under our automatic shelf registration filed with the SEC of $1.6 billion aggregate principal amount of 5 1/8 % Senior...

  • Page 80
    ...incur, assume or guarantee additional indebtedness; • issue redeemable stock and preferred stock; • repurchase capital stock; • make restricted payments, including paying dividends and making investments; • redeem debt that is junior in right of payment to the Notes; • create liens without...

  • Page 81
    ... future. On May 24, 2012, we filed a universal automatic shelf registration statement on Form S-3ASR, as amended on June 7, 2012, that will permit us, from time to time, in one or more public offerings, to offer debt securities, common stock, preferred stock, warrants, depositary shares, or...

  • Page 82
    ... the HMA merger, CHS issued: (i) $1.0 billion aggregate ...hospitals. The operating lease at our Barstow, California location terminated on November 30, 2012 in conjunction with the opening of the replacement facility that we constructed, which was a requirement of the operating lease agreement...

  • Page 83
    ...further affect payments made under those programs, and the federal and state governments might, in the future, reduce the funds available under those programs or require more stringent utilization and quality reviews of hospital facilities. Additionally, there may be a continued rise in managed care...

  • Page 84
    ... impacted net operating revenues and net income by an insignificant amount in each of the years ended December 31, 2013, 2012 and 2011. Allowance for Doubtful Accounts Substantially all of our accounts receivable are related to providing healthcare services to our hospitals' patients. Collection of...

  • Page 85
    ...December 31, 2013 Insured receivables Self-pay receivables Total 2012 59.8 % 40.2 100.0 % 61.5 % 38.5 100.0 % For the hospital segment, the combined total of the allowance for doubtful accounts for self-pay accounts receivable and related allowances for other self-pay discounts and contractuals...

  • Page 86
    ... data, a variety of hospital census information, employed physician information, professional liability retentions for each policy year, geographic information and other data. Based on these analyses, we determine our estimate of the professional liability claims. The determination of management...

  • Page 87
    ..., including premiums for insured coverage, was $134.0 million in 2013, $155.0 million in 2012 and $150.2 million in 2011. The impact of risk management patient safety quality programs and initiatives implemented at our hospitals, as well as decreasing obstetric admissions, surgeries, admissions and...

  • Page 88
    ... risk management procedures and controls in executing derivative financial instrument transactions. We do not execute transactions or hold derivative financial instruments for trading purposes. Derivative financial instruments related to interest rate sensitivity of debt obligations are used with...

  • Page 89
    ... Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Community Health Systems, Inc. Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Statements of Income for the Years Ended December 31, 2013, 2012 and 2011...

  • Page 90
    ... the Board of Directors and Stockholders of Community Health Systems, Inc. Franklin, Tennessee We have audited the accompanying consolidated balance sheets of Community Health Systems, Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of...

  • Page 91
    ... December 31, 2012 2013 Operating revenues (net of contractual allowances and discounts) Provision for bad debts Net operating revenues Operating costs and expenses: Salaries and benefits Supplies Other operating expenses Government settlement and related costs Electronic health records incentive...

  • Page 92
    ...) and $(4,754) for the years ended December 31, 2013, 2012 and 2011, respectively Other comprehensive income Comprehensive income Less: Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to Community Health Systems, Inc. stockholders $ 15,320 77,805 295...

  • Page 93
    ... 1,255,855 (6,678) 1,138,274 (6,678) Treasury stock, at cost, 975,549 shares at December 31, 2013 and 2012 Accumulated other comprehensive loss Retained earnings (67,505) (145,310) 1,743,992 1,885,195 3,067,827 63,643 Total Community Health Systems, Inc. stockholders' equity 2,731,207 65,314...

  • Page 94
    ..., INC. TND SUBSIDITRIES CONSOLIDTTED STTTEMENTS OF STOCKHOLDERS' EQUITY Community Health Systems, Inc. Stockholders Tccumulated Redeemable Noncontrolling Tdditional Other Total Common Stock Paid-in Treasury Stock Shares Comprehensive Income (Loss) Retained Noncontrolling Stockholders...

  • Page 95
    ...261,908 Cash flows from investing activities: Acquisitions of facilities and other related equipment Purchases of property and equipment Proceeds from disposition of hospitals and other ancillary operations Proceeds from sale of property and equipment Increase in other investments Net cash used in...

  • Page 96
    ...any asset, business, or property. The hospitals, operations and businesses described in this filing are owned and operated, and management services provided, by distinct and indirect subsidiaries of Community Health Systems, Inc. As of December 31, 2013, Texas, Pennsylvania and Indiana represent the...

  • Page 97
    ... with the United States Department of Health and Human Services and Centers for Medicare and Medicaid Services, based on a claim that acute-care hospitals in the U.S. were underpaid from the Medicare inpatient prospective payment system in federal fiscal years 1999 through 2011. The underpayments...

  • Page 98
    ...net operating revenues which was $1.4 billion, $1.2 billion and $852.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. 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...

  • Page 99
    ... 31, 2013, 2012 and 2011, respectively, of incentive reimbursement for HITECH incentives from Medicare and Medicaid related to certain of the Company's hospitals and for certain of the Company's employed physicians that have demonstrated meaningful use of certified EHR technology or have completed...

  • Page 100
    ... from professional liability. The accrual, which includes an estimate for incurred but not reported claims, is based on historical loss patterns and actuarially-determined projections and is discounted to its net present value. To the extent that subsequent claims information varies from management...

  • Page 101
    ... includes the Company's acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services) and the home care agencies operations (which provide in-home outpatient care). U.S. GAAP requires (1) that financial information be disclosed for operating segments...

  • Page 102
    ... (the "2000 Plan"), and the Community Health Systems, Inc. 2009 Stock Option and Award Plan, amended and restated as of March 20, 2013 (the "2009 Plan"). The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the "IRC"), as...

  • Page 103
    ... during the years ended December 31, 2012 and 2011, was $9.20 and $10.07, respectively. The aggregate intrinsic value (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 ($39.27) and the...

  • Page 104
    Table of Contents COMMUNITY HETLTH SYSTEMS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS - (Continued) Restricted stock outstanding under the 2000 Plan and the 2009 Plan as of December 31, 2013, and changes during each of the years in the three-year period prior to December 31, ...

  • Page 105
    ... of Memorial Health Systems in York, Pennsylvania. This healthcare system includes Memorial Hospital (100 licensed beds), the Surgical Center of York, and other outpatient and ancillary services. As part of this purchase agreement, the Company has agreed to spend at least $75.0 million to build...

  • Page 106
    ... the acquisition of Mercy Health Partners based in Scranton, Pennsylvania, which is a healthcare system comprised of two acute care hospitals, a long-term acute care facility and other healthcare providers. This healthcare system includes Regional Hospital of Scranton (198 licensed beds) located in...

  • Page 107
    ... Regional Medical Center, located in Cleveland, Texas, and other related healthcare assets affiliated with the hospital to New Directions Health Systems, LLC for approximately $0.9 million in cash. The carrying amount of the net assets sold in this transaction, including an allocation of reporting...

  • Page 108
    ... meet the criteria to be classified as reporting units. At December 31, 2013, the hospital operations reporting unit, the home care agency operations reporting unit, and the hospital management services reporting unit had approximately $4.4 billion, $43.6 million and $33.3 million, respectively, of...

  • Page 109
    Table of Contents COMMUNITY HETLTH SYSTEMS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS - (Continued) The Company estimates the fair value of the related reporting units using both a discounted cash flow model as well as an EBITDA multiple model. The cash flow forecasts are ...

  • Page 110
    ...between the financial statement and tax bases of assets and liabilities under the provisions of the enacted tax laws. Deferred income taxes as of December 31, 2013 and 2012 consist of (in thousands): December 31, 2013 Net operating loss and credit carryforwards Property and equipment Self-insurance...

  • Page 111
    ... Service ("IRS"). The Company believes the results of these examinations will not be material to its consolidated results of operations or consolidated financial position. During the year ended December 31, 2013, the IRS concluded its examination of the federal tax return of Community Health Systems...

  • Page 112
    ...,305 (89,911) 9,451,394 Credit Facility The Company's wholly-owned subsidiary CHS/Community Health Systems, Inc. ("CHS") has obtained senior secured financing under a credit facility (the "Credit Facility") with a syndicate of financial institutions led by Credit Suisse, as administrative agent and...

  • Page 113
    ... COMMUNITY HETLTH SYSTEMS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS - (Continued) On November 27, 2012, CHS entered into Amendment No. 2 to the Credit Facility to provide increased flexibility for the Company to make investments and restricted payments, incur debt related...

  • Page 114
    ... of the term loans under the amended and restated Credit Facility in conjunction with the HMA merger. As of December 31, 2013 and 2012, the Company had letters of credit issued, primarily in support of potential insurance-related claims and certain bonds, of approximately $19.4 million and $37...

  • Page 115
    ..., together with available cash on hand, were used to finance the purchase of up to $1.0 billion aggregate principal amount of CHS' then outstanding 8 7⁄8 % Senior Notes and related fees and expenses. On March 21, 2012, CHS completed the secondary offering of $1.0 billion aggregate principal amount...

  • Page 116
    ... 18, 2012, CHS completed an underwritten public offering under its automatic shelf registration filed with the SEC of $1.2 billion aggregate principal amount of 7 1⁄8 % Senior Notes due 2020 (the "7 1⁄8 % Senior Notes"). The net proceeds from this issuance were used to finance the purchase or...

  • Page 117
    ... 101.281 % 100.000 % On March 21, 2012, CHS and certain of its subsidiaries entered into an accounts receivable loan agreement (the "Receivables Facility") with a group of lenders and banks, Credit Agricolé Corporate and Investment Bank, as a managing agent and as the administrative agent, and The...

  • Page 118
    ... market exchange (in thousands): Carrying Tmount Assets: Cash and cash equivalents Available-for-sale securities Trading securities Liabilities: Credit Facility 8% Senior Notes 7 1⁄8 % Senior Notes 5 1⁄8 % Senior Secured Notes Receivables Facility and other debt December 31, 2013 Estimated...

  • Page 119
    ...securities. Estimated fair value is based on closing price as quoted in public markets. Trading securities. Estimated fair value is based on closing price as quoted in public markets. Credit Facility. Estimated fair value is based on information from the Company's bankers regarding relevant pricing...

  • Page 120
    ...exposed to certain risks relating to its ongoing business operations. The risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate fluctuation risk associated with the term loans in the Credit Facility. Companies are required to...

  • Page 121
    ... COMMUNITY HETLTH SYSTEMS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS - (Continued) The following tabular disclosure provides the amount of pre-tax loss recognized as a component of OCI during the years ended December 31, 2013 and 2012 (in thousands): Derivatives in Cash...

  • Page 122
    ... securities and trading securities classified as Level 1 are measured using quoted market prices. The valuation of the Company's interest rate swap agreements is determined using market valuation techniques, including discounted cash flow analysis on the expected cash flows of each agreement. This...

  • Page 123
    Table of Contents COMMUNITY HETLTH SYSTEMS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS - (Continued) 9. LETSES The Company leases hospitals, medical office buildings, and certain equipment under capital and operating lease agreements. During 2013, 2012 and 2011, the Company ...

  • Page 124
    ...of its common stock at the close of business as of December 17, 2012, which totaled approximately $23.0 million. The Company did not pay a cash dividend in 2013 and does not anticipate the payment of any other cash dividends in the foreseeable future. The Company's Credit Facility limits the Company...

  • Page 125
    ...purchase of subsidiary partnership interests Net transfers to the noncontrolling interests Change to Community Health Systems, Inc. stockholders' equity from net income attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests Year Ended December 31, 2012...

  • Page 126
    ... 2011 Employee stock options and restricted stock awards - 7,071,896 6,432,281 13. EQUITY INVESTMENTS As of December 31, 2013, the Company owned equity interests of 27.5% in four hospitals in Las Vegas, Nevada, and 26.1% in one hospital in Las Vegas, Nevada, in which Universal Health Systems...

  • Page 127
    ...(which provide in-home outpatient care), and hospital management services (which provides executive management and consulting services to non-affiliated acute care hospitals). During the quarter ended March 31, 2013, the chief operating decision maker stopped receiving discrete financial information...

  • Page 128
    ...COMMUNITY HETLTH SYSTEMS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS - (Continued) The distribution between reportable segments of the Company's net operating revenues...): 2013 Net operating revenues: Hospital operations Corporate and all other Total December 31, 2012 2011 $...

  • Page 129
    ...) Salaries and benefits Salaries and benefits Total before tax Tax benefit Net of tax Construction and Other Capital Commitments. Pursuant to a hospital purchase agreement in effect as of December 31, 2013, the Company has agreed to build a replacement facility in York, Pennsylvania. The estimated...

  • Page 130
    ... of hospital census information, employed physician information, professional liability retentions for each policy year, geographic information and other data. Based on these analyses the Company determines its estimate of the professional liability claims. The determination of management's estimate...

  • Page 131
    ... and procedures, including the hospitals' use of the Pro-MED Clinical Information System, a thirdparty software system that assists with the management of patient care and provides operational support and data collection for emergency department management. The subpoena also sought information about...

  • Page 132
    ... vs. Community Health Systems Professional Services Corporation and Lutheran Musculoskeletal Center, LLC d/b/a Lutheran Hospital (United States District Court for the Northern District of Indiana, Fort Wayne Division) and the May 2011 subpoena identified as "Shelbyville, Tennessee OIG Subpoena...

  • Page 133
    ... filed May 12, 2011; and Minneapolis Firefighters Relief Association v. Community Health Systems, Inc., et al., filed June 21, 2011. All three seek class certification on behalf of purchasers of the Company's common stock between July 27, 2006 and April 11, 2011 and allege that misleading statements...

  • Page 134
    ... of the Company have executed a definitive agreement to acquire substantially all of the assets of Sharon Regional Health System in Sharon, Pennsylvania for approximately $70 million, plus net working capital. Sharon Regional Health System includes a 251-bed acute care hospital and other outpatient...

  • Page 135
    .... QUTRTERLY FINTNCITL DTTT (UNTUDITED) Quarter 1st Year ended December 31, 2013: Net operating revenues Income from continuing operations before income taxes Income from continuing operations Loss from discontinued operations Net income attributable to Community Health Systems, Inc. 2nd 3 rd 4th...

  • Page 136
    ... to the release of the guarantee when a subsidiary guarantor's capital stock is sold, or a sale of all of the subsidiary guarantor's assets used in operations. The following condensed consolidating financial statements present Community Health Systems, Inc. (as parent guarantor), CHS (as the issuer...

  • Page 137
    ... Consolidated Operating revenues (net of contractual allowances and discounts) Provision for bad debts Net operating revenues Operating costs and expenses: Salaries and benefits Supplies Other operating expenses Government settlement and related costs Electronic health records incentive...

  • Page 138
    ... Consolidated Operating revenues (net of contractual allowances and discounts) Provision for bad debts Net operating revenues Operating costs and expenses: Salaries and benefits Supplies Other operating expenses Government settlement and related costs Electronic health records incentive...

  • Page 139
    ... (net of contractual allowances and discounts) $ Provision for bad debts Net operating revenues Operating costs and expenses: Salaries and benefits Supplies Other operating expenses Government settlement and related costs Electronic health records incentive reimbursement (201,948) 201,948 201...

  • Page 140
    ...(95,306) (418,633) interests Comprehensive income attributable to Community Health Systems, Inc. stockholders $ (418,633) $ 49,993 219,008 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2012 Parent Guarantor Net income Other comprehensive income (loss), net of...

  • Page 141
    ...COMMUNITY HETLTH SYSTEMS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS - (Continued) Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2011...,071 75,675 248,396 Comprehensive income attributable to Community Health Systems, Inc. stockholders 129

  • Page 142
    ...,415 Redeemable noncontrolling interests in equity of consolidated subsidiaries 358,410 358,410 Equity: Community Health Systems, Inc. stockholders' equity: Preferred stock 960 - - - (3) 960 Common stock Additional paid-in capital 1,255,855 (6,678) 1,175,265 - 1 1,274,420 - 2 594,989...

  • Page 143
    ...,148 367,666 Redeemable noncontrolling interests in equity of consolidated subsidiaries Equity: Community Health Systems, Inc. stockholders' equity: Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive (loss) income Retained earnings 929...

  • Page 144
    ... activities: Acquisitions of facilities and other related equipment Purchases of property and equipment Proceeds from sale of property and equipment Increase in other investments Net cash used in investing activities Cash flows from financing activities: Proceeds from exercise of stock options...

  • Page 145
    ...Year Ended December 31, 2012 Parent Guarantor Other Non Guarantors Guarantors (In thousands) Issuer Eliminations Consolidated Net cash (used in) provided by operating activities Cash flows from investing activities: Acquisitions of facilities and other related equipment Purchases of property and...

  • Page 146
    ... Net cash (used in) provided by operating activities $ (41,780) $ (111,001) $ 918,947 $ 495,742 $ - $ 1,261,908 Cash flows from investing activities: Acquisitions of facilities and other related equipment Purchases of property and equipment Proceeds from disposition of hospitals and...

  • Page 147
    ...'s rules and forms and to ensure that the information required to be included in this report was accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There have been no changes...

  • Page 148
    ... such as integrity and ethical values. Our internal control over financial reporting is supported by formal policies and procedures which are reviewed, modified and improved as changes occur in business conditions and operations. The Audit and Compliance Committee of the Board of Directors, which is...

  • Page 149
    ... TCCOUNTING FIRM To the Board of Directors and Stockholders of Community Health Systems, Inc. Franklin, Tennessee We have audited the internal control over financial reporting of Community Health Systems, Inc. and subsidiaries (the "Company") as of December 31, 2013, based on criteria established...

  • Page 150
    ... public accounting firm as described above, the Audit and Compliance Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the SEC. This report...

  • Page 151
    ... 20, 2014 under "Executive Compensation." Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement to be filed under Regulation 14A in...

  • Page 152
    ... and the Initial Purchasers (incorporated by reference to Exhibit 4.8 to Community Health Systems, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 filed February 23, 2012 (No. 001-15925)) 4.5 First Supplemental Indenture relating to CHS/Community Health Systems, Inc.'s 8.000...

  • Page 153
    ...Inc.'s Quarterly report on Form 10-Q for the quarter ended September 30, 2012 filed November 1, 2012 (No. 001-15925)) Fifth Supplemental Indenture relating to CHS/Community Health Systems, Inc.'s 8.000% Senior Notes due 2019, dated as of March 31, 2013, by and among CHS/Community Health Systems, Inc...

  • Page 154
    ... to Community Health Systems, Inc.'s Quarterly report on Form 10-Q for the quarter ended September 30, 2012 filed November 1, 2012 (No. 001-15925)) 4.23 Second Supplemental Indenture relating to CHS/Community Health Systems, Inc.'s 5.125% Senior Secured Notes due 2018, dated as of March 31, 2013...

  • Page 155
    ...LLC, Quorum Health Resources, LLC, Triad Healthcare Corporation, Youngstown Ohio Hospital Company, LLC, and Credit Suisse AG, as collateral agent (incorporated by reference to Exhibit 4.4 to Community Health Systems, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed...

  • Page 156
    ... 10.2 to Community Health Systems, Inc.'s Current Report on Form 8-K filed February 6, 2012 (No. 001-15925)) Replacement Revolving Credit Facility and Incremental Term Loan Assumption Agreement, dated as of March 6, 2012, among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the...

  • Page 157
    ... managing agents party thereto, Credit Agricole Corporate and Investment Bank, as Administrative Agent, and Community Health Systems Professional Services Corporation, as Collection Agent (incorporated by reference to Exhibit 10.3 to Community Health Systems, Inc.'s Current Report on Form 8-K filed...

  • Page 158
    ...March 7, 2013, to the Receivables Sale Agreement among CHS/Community Health Systems, Inc., the originators party thereto and Community Health Systems Professional Services Corporation, as Collection Agent, to the Receivables Purchase and Contribution Agreement among CHS/Community Health Systems, Inc...

  • Page 159
    ... 10.1 to Community Health Systems, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 30, 2013 (No. 001-15925)) †10.35 †10.36 †10.37 Form of Nonqualified Stock Option Agreement (Employee) for Community Health Systems, Inc. 2000 Stock Option and Award...

  • Page 160
    ..., Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008 filed February 27, 2009 (No. 001-15925)) 10.43 †10.44 Participation Agreement entered into as of January 1, 2005, by and between Community Health Systems Professional Services Corporation and HealthTrust Purchasing Group...

  • Page 161
    ... the undersigned, thereunto duly authorized. COMMUNITY HEALTH SYSTEMS, INC. By: /s/ Wayne T. Smith Wayne T. Smith Chairman of the Board and Chief Executive Officer Date: February 26, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the...

  • Page 162
    ... TCCOUNTING FIRM To the Board of Directors and Stockholders of Community Health Systems, Inc. Franklin, Tennessee We have audited the consolidated financial statements of Community Health Systems, Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and for each of the three...

  • Page 163
    ... Community Health Systems, Inc. and Subsidiaries Schedule II - Valuation and Qualifying Tccounts Description Balance at Beginning of Year Tcquisitions and Dispositions Charged to Costs and Expenses (In thousands) Write-offs Balance at End of Year Year ended December 31, 2013 allowance...

  • Page 164
    ... and the Initial Purchasers (incorporated by reference to Exhibit 4.8 to Community Health Systems, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 filed February 23, 2012 (No. 001-15925)) First Supplemental Indenture relating to CHS/Community Health Systems, Inc.'s 8.000...

  • Page 165
    ...4.5 to Community Health Systems, Inc.'s Quarterly report on Form 10-Q for the quarter ended September 30, 2012 filed November 1, 2012 (No. 001-15925)) 4.8 4.9 Fifth Supplemental Indenture relating to CHS/Community Health Systems, Inc.'s 8.000% Senior Notes due 2019, dated as of March 31, 2013, by...

  • Page 166
    ... 4.7 to Community Health Systems, Inc.'s Quarterly report on Form 10-Q for the quarter ended September 30, 2012 filed November 1, 2012 (No. 001-15925)) Second Supplemental Indenture relating to CHS/Community Health Systems, Inc.'s 5.125% Senior Secured Notes due 2018, dated as of March 31, 2013, by...

  • Page 167
    ...LLC, Quorum Health Resources, LLC, Triad Healthcare Corporation, Youngstown Ohio Hospital Company, LLC, and Credit Suisse AG, as collateral agent (incorporated by reference to Exhibit 4.4 to Community Health Systems, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed...

  • Page 168
    ...to Community Health Systems, Inc.'s Current Report on Form 8-K filed February 6, 2012 (No. 001-15925)) 10.5 10.6 Replacement Revolving Credit Facility and Incremental Term Loan Assumption Agreement, dated as of March 6, 2012, among CHS/Community Health Systems, Inc., Community Health Systems, Inc...

  • Page 169
    ... managing agents party thereto, Credit Agricole Corporate and Investment Bank, as Administrative Agent, and Community Health Systems Professional Services Corporation, as Collection Agent (incorporated by reference to Exhibit 10.3 to Community Health Systems, Inc.'s Current Report on Form 8-K filed...

  • Page 170
    ...March 7, 2013, to the Receivables Sale Agreement among CHS/Community Health Systems, Inc., the originators party thereto and Community Health Systems Professional Services Corporation, as Collection Agent, to the Receivables Purchase and Contribution Agreement among CHS/Community Health Systems, Inc...

  • Page 171
    ... 10.1 to Community Health Systems, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 30, 2013 (No. 001-15925)) †10.35 †10.36 †10.37 Form of Nonqualified Stock Option Agreement (Employee) for Community Health Systems, Inc. 2000 Stock Option and Award...

  • Page 172
    ... Health Systems Professional Services Corporation and HealthTrust Purchasing Group, L.P. (incorporated by reference to Exhibit 10.1 to Community Health Systems, Inc.'s Current Report on Form 8-K filed January 7, 2005 (No. 001-15925)) Y Computation of Ratio of Earnings to Fixed Charges Y List...

  • Page 173
    ...COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the " Issuer"), each of the parties identified as a New Subsidiary Guarantor on the signature pages hereto (each, a " New Subsidiary Guarantor " and collectively, the "New... WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 5. Trustee Makes No ...

  • Page 174
    SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture. [Signature page follows]

  • Page 175
    ... Supplemental Indenture to be duly executed as of this 12 th day of February, 2014. CHS/Community Health Systems, Inc., a Delaware corporation By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President, Secretary & General Counsel Armory HMA, LLC, a Mississippi limited liability company...

  • Page 176
    Brevard HMA Hospitals, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Campbell County HMA, LLC, a Tennessee limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary ...

  • Page 177
    ...: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Chester HMA, LLC, a South Carolina limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Citrus HMA, LLC, a Florida limited liability company By: /s/ Rachel...

  • Page 178
    ... and Secretary Health Management Associates, LP, a Delaware limited partnership By: Health Management General Partner, LLC, its general partner By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary HMA Fentress County General Hospital, LLC, a Tennessee limited...

  • Page 179
    ... Seifert Rachel A. Seifert Executive Vice President and Secretary HMA Santa Rosa Medical Center, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Hospital Management Associates, LLC, a Florida limited liability company By...

  • Page 180
    ... HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Knoxville HMA Holdings, LLC, a Tennessee limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Lehigh HMA, LLC...

  • Page 181
    ... By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Monroe HMA, LLC, a Georgia limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Naples HMA, LLC, a Florida limited liability company By: /s/ Rachel...

  • Page 182
    ... HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Punta Gorda HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary River Oaks Hospital, LLC...

  • Page 183
    ...A. Seifert Rachel A. Seifert Executive Vice President and Secretary Sebring Hospital Management Associates, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Southeast HMA Holdings, LLC, a Delaware limited liability company...

  • Page 184
    Venice HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Winder HMA, LLC, a Georgia limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Yakima HMA, LLC, a ...

  • Page 185
    Regions Bank, as Trustee By: /s/ Paul Williams Paul Williams Vice President

  • Page 186
    ...COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the " Issuer"), each of the parties identified as a New Subsidiary Guarantor on the signature pages hereto (each, a " New... CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 5. Trustee Makes No Representation. The Trustee...

  • Page 187
    ... Supplemental Indenture to be duly executed as of this 12 th day of February, 2014. CHS/Community Health Systems, Inc., a Delaware corporation By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President, Secretary & General Counsel Armory HMA, LLC, a Mississippi limited liability company...

  • Page 188
    Brevard HMA Hospitals, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Campbell County HMA, LLC, a Tennessee limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary ...

  • Page 189
    ...: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Chester HMA, LLC, a South Carolina limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Citrus HMA, LLC, a Florida limited liability company By: /s/ Rachel...

  • Page 190
    ...and Secretary Health Management Associates, LP, a Delaware limited partnership By: Health Management General Partner, LLC, its general partner By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary HMA Fentress County General Hospital, LLC, a Tennessee limited liability...

  • Page 191
    ... Seifert Rachel A. Seifert Executive Vice President and Secretary HMA Santa Rosa Medical Center, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Hospital Management Associates, LLC, a Florida limited liability company By...

  • Page 192
    ... HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Knoxville HMA Holdings, LLC, a Tennessee limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Lehigh HMA, LLC...

  • Page 193
    ... By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Monroe HMA, LLC, a Georgia limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Naples HMA, LLC, a Florida limited liability company By: /s/ Rachel...

  • Page 194
    ... HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Punta Gorda HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary River Oaks Hospital, LLC...

  • Page 195
    ...A. Seifert Rachel A. Seifert Executive Vice President and Secretary Sebring Hospital Management Associates, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Southeast HMA Holdings, LLC, a Delaware limited liability company...

  • Page 196
    Venice HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Winder HMA, LLC, a Georgia limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Yakima HMA, LLC, a ...

  • Page 197
    Regions Bank, as Trustee By: /s/ Paul Williams Paul Williams Vice President

  • Page 198
    ...COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the " Issuer"), each of the parties identified as a New Subsidiary Guarantor on the signature pages hereto (each, a " New... CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 5. Trustee Makes No Representation. The Trustee...

  • Page 199
    ... Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits. SECTION 8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture...

  • Page 200
    ... Supplemental Indenture to be duly executed as of this 12 th day of February, 2014. CHS/Community Health Systems, Inc., a Delaware corporation By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President, Secretary & General Counsel Armory HMA, LLC, a Mississippi limited liability company...

  • Page 201
    Brevard HMA Hospitals, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Campbell County HMA, LLC, a Tennessee limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary ...

  • Page 202
    ...: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Chester HMA, LLC, a South Carolina limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Citrus HMA, LLC, a Florida limited liability company By: /s/ Rachel...

  • Page 203
    ... and Secretary Health Management Associates, LP, a Delaware limited partnership By: Health Management General Partner, LLC, its general partner By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary HMA Fentress County General Hospital, LLC, a Tennessee limited...

  • Page 204
    ...Seifert Rachel A. Seifert Executive Vice President and Secretary HMA Santa Rosa Medical Center, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Hospital Management Associates, LLC, a Florida limited liability company By...

  • Page 205
    ...HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Knoxville HMA Holdings, LLC, a Tennessee limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Lehigh HMA, LLC...

  • Page 206
    ... By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Monroe HMA, LLC, a Georgia limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Naples HMA, LLC, a Florida limited liability company By: /s/ Rachel...

  • Page 207
    ...HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Punta Gorda HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary River Oaks Hospital, LLC...

  • Page 208
    ...Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Sebring Hospital Management Associates, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Southeast HMA Holdings, LLC, a Delaware limited liability...

  • Page 209
    Venice HMA, LLC, a Florida limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Winder HMA, LLC, a Georgia limited liability company By: /s/ Rachel A. Seifert Rachel A. Seifert Executive Vice President and Secretary Yakima HMA, LLC, a ...

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    Regions Bank, as Trustee By: /s/ Paul Williams Paul Williams Vice President

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    Credit Suisse AG, as Collateral Agent By: /s/ Michael Spaight Michael Spaight Authorized Signatory By: /s/ Ryan Long Ryan Long Authorized Signatory

  • Page 212
    Exhibit 10.25 CHS/COMMUNITY HEALTH SYSTEMS, INC. DEFERRED COMPENSATION PLAN (As Amended and Restated Effective as of January 1, 2014)

  • Page 213
    ... VI ARTICLE VII ARTICLE VIII ARTICLE IX TRUST PAYMENT OF BENEFITS HARDSHIP DISTRIBUTIONS CHANGE IN CONTROL ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII NATURE OF THE PLAN EMPLOYMENT RELATIONSHIP AMENDMENT AND TERMINATION CLAIMS PROCEDURE 13 13 14 ARTICLE XIV EXHIBIT A MISCELLANEOUS PRE-2005...

  • Page 214
    ...compliance with Internal Revenue Code Section 409A and the guidance related... provided ...benefit under the Plan shall be equal to the amount credited...Community Health Systems, Inc., the corporate parent of the Company. (3) Bonus: A bonus paid by the Company or an Affiliate to a Member for services...

  • Page 215
    ... a Merger (as hereinafter defined) that results in CHS having a Parent Corporation (as hereinafter defined), the board of directors of the ultimate Parent Corporation; provided, however, that if the election, or nomination for election, by the CHS common stockholders, of any new director was...

  • Page 216
    ...the execution of the agreement providing for such Merger, constitute at least a majority of the members of the board of directors of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there are one or more Parent Corporations, the ultimate Parent Corporation. (2) A complete...

  • Page 217
    ...of the Plan. (20) Plan: CHS/Community Health Systems, Inc. Deferred Compensation Plan, as amended from time to time. Plan Year: The twelve-consecutive month period commencing January 1 and ending December 31 of each year. (21) (22) Retirement : Separation from Service with the Company on or after...

  • Page 218
    .../Community Health Systems, Inc. Retirement Savings Plan, or any successor plan. (24) Separation from Service: The termination of employment with the Company, as set forth in Code Section 409A(a)(2)(A)(i) and defined in regulations promulgated by the U.S. Department of Treasury thereunder, provided...

  • Page 219
    ... to vote or decide upon any matter relating solely to himself under the Plan or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act, and the remaining members cannot agree...

  • Page 220
    ... Bonus to which such deferral election relates. 3.4 Targeted Deferral Election. Subject... may make such request at any time, provided that the Committee shall only be ...Benefits 4.1 Deferral Contributions . As of the last day of each payroll period of each Plan Year, a Member's Account shall be credited...

  • Page 221
    ... held by the Company and the Trustee remain subject to the claims of the Company's creditors. ARTICLE VI Trust The Company may, from time to time and in its sole discretion, pay and deliver money or other property to the Trustee for the payment of benefits under the Plan. Notwithstanding any -8-

  • Page 222
    ..., then the relevant terms of the Trust Agreement shall govern and control. ARTICLE VII Payment of Benefits 7.1 Separation from Service . Upon a Member's Separation from Service with the Company or an Affiliate for any reason, the amount credited to such Member's Account as of the Determination...

  • Page 223
    ... of the Internal Revenue Service. 7.5 Form of Payment . For purposes of distributing all of a Member's Account, the form of any payment to a Member or his designated beneficiary shall be in a lump sum, paid in cash or by check; provided, however, if an election is made to delay the time of payment...

  • Page 224
    ...Federal officer or employee in the executive branch to comply with an ethics agreement with...service provider would otherwise not be able to participate under an applicable rule). (2) to pay the Federal Insurance Contributions Act ("FICA") tax on compensation deferred under the Plan, to pay the state...

  • Page 225
    ...new benefit or right is added) to the prior arrangement, such modification shall be of no force or effect. ARTICLE XI Employment Relationship Nothing in the adoption or implementation of the Plan shall confer on any employee the right to continued employment by the Company or an Affiliate or affect...

  • Page 226
    ... necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and a description of the Plan's review procedures and time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section...

  • Page 227
    ...information relevant to the claimant's claim for benefits; and a statement describing any voluntary appeal procedures offered by the plan and the claimant's right to obtain the information about such procedures, and a statement of the claimant's right... and any other persons acting on behalf of the ...

  • Page 228
    ... shall be construed in accordance with the laws of Tennessee except to the extent preempted by federal law. IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed on the effective as of January 1, 2014. day of , 2013, to be CHS/COMMUNITY HEALTH SYSTEMS, INC. By: Title: - 15 -

  • Page 229
    EXHIBIT A CHS/COMMUNITY HEALTH SYSTEMS, INC. DEFERRED COMPENSATION PLAN As Amended Effective October 1, 1993; January 1, 1994; January 1, 1995; April 1, 1999; July 1, 2000; January 1, 2001; June 30, 2002; and January 1, 2014 Original Effective Date: June 1, 1991 - 16 -

  • Page 230
    ... VII TRUST PAYMENT OF BENEFITS HARDSHIP DISTRIBUTIONS 25 25 ARTICLE VIII ARTICLE IX 26 27 27 27 28 28 28 SALE OF THE COMPANY ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII NATURE OF THE PLAN EMPLOYMENT RELATIONSHIP AMENDMENT AND TERMINATION CLAIMS PROCEDURE ARTICLE XIV MISCELLANEOUS - 17...

  • Page 231
    ... H: WHEREAS, Community Health Investment Corporation (formerly CHS Management Corporation) has previously established the CHS/Community Health Systems, Inc. Deferred Compensation Plan (the "Plan") to provide retirement and incidental benefits for certain executive employees of the company, effective...

  • Page 232
    ... the benefit of a Member for services rendered or labor performed while a Member. (10) Contributing Member : A Member who, for a Plan Year, made a deferral election pursuant to Section 3.2, Section 3.3 and/or Section 3.4. (11) Determination Date . The last business day of each quarter in a calendar...

  • Page 233
    ... period commencing January 1 of each year thereafter. (20) Post-Termination Benefits Deposit : Certain deposit provided for under the terms of the Split Dollar Agreement. (21) (22) Retirement Plan : CHS/Community Health Systems, Inc. Retirement Savings Plan, or any successor plan. Split Dollar...

  • Page 234
    ... to vote or decide upon any matter relating solely to himself under the Plan or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act, and the remaining members cannot agree...

  • Page 235
    ... such request at any time, provided that the Committee shall ...Benefits Exchange Agreement between the Member and the Company. ARTICLE IV Benefits 4.1 Amount of Benefit . (a) Deferral Contributions . As of the last day of each payroll period of each Plan Year, a Member's Account shall be credited...

  • Page 236
    ... within 120 days after receipt ...cash surrender value of such variable life insurance policy on the date such policy is surrendered by the Company; and (3) if required by the Member's Benefit Exchange Agreement, annual amounts equal to the premium payments to such variable life insurance policy...

  • Page 237
    ...A Member's Account shall not be credited with any Investment Credit under this Section 4.2 on the Company Matching Contributions portion credited to his Account as of the last day of each Plan Year pursuant to Section 4.1 of the Plan until the Company actually makes the cash deposit of such Matching...

  • Page 238
    ... to receive such payment. The beneficiary designation may be changed from time to time prior to the death of the Member. In the event that the Committee has no valid beneficiary designation on file, the amount credited to such Member's Account shall be distributed to the Member's surviving...

  • Page 239
    ... beneficiary shall be in substantially equal annual installments over a period of ten (10) years, paid in cash or by certified check, with the first such payment to be made on the first business day of the calendar year following the Member's termination of employment (for purposes of payments made...

  • Page 240
    ... in the adoption or implementation of the Plan shall confer on any employee the right to continued employment by the Company or an Affiliate or affect in any way the right of the Company or an Affiliate to terminate his employment at any time. Any question as to whether and when there has been...

  • Page 241
    ... the timing, form, amount or recipient of any payment to be made hereunder, shall be binding and conclusive on all persons for all purposes. In the event that an individual's claim for a benefit is denied or modified, the Committee shall provide such individual with a written statement setting...

  • Page 242
    ... execution or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of... of any right to benefits payable hereunder shall be void. The Company shall not in any manner be liable for, or subject to, the debts, contracts, ...

  • Page 243
    ... has adopted the Community Health Systems, Inc. 2009 Stock Option and Award Plan (the "Plan") in order to provide additional incentive to certain employees, officers and directors of the Company and its Subsidiaries; and WHSRSAS, the Compensation Committee of the Company's Board of Directors (the...

  • Page 244
    4. Sxercisability of Option. Unless otherwise provided in this Agreement or the Plan, the Option shall entitle you to purchase, in whole at any time or in part from time to time, thirty-three and one-third percent (33 1/3%) of the total number of Shares subject to the Option after the expiration ...

  • Page 245
    ...Shares to you, and (c) your name shall have been entered as a ...time the Option shall terminate in full. 6.4 If your employment is terminated for Cause, the option granted to you hereunder shall immediately terminate in full and no rights thereunder may be exercised. 6.5 Sxcept as expressly provided...

  • Page 246
    ... not at any time during your employment with, or performance of services for (including service as a director of), the Company or any Affiliate thereof or after any termination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that...

  • Page 247
    ... the purchase price for such Shares or other stock or securities (an "Adjustment"). In the event of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), any such Adjustment may be as provided for in the plan or agreement of liquidation...

  • Page 248
    ...instrument executed both parties hereto; provided that the Company may modify, amend, supplement or terminate this Agreement in a writing signed by the Company without any further action by you if such modification, amendment, supplement or termination does not adversely affect your rights hereunder...

  • Page 249
    ... pursuant hereto: (a) If to the Company, by regular mail to: Community Health Systems, Inc. 4000 Meridian Boulevard Franklin, TN 37067 Attention: General Counsel (b) Company. If to you or your legal representative, to such person at the address as reflected in the records of the 23. Consent to...

  • Page 250
    courts of the State of Tennessee or of the United States of America, in each case located in the County of Williamson, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any Litigation brought in any such court has been brought in an ...

  • Page 251
    Exhibit 12 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS) Year Ended December 31, 2011 2009 2010 2012 2013 Earnings Income from conginuing operagions before provision for income gaxes Income from equigy invesgees Disgribuged income from equigy invesgees ...

  • Page 252
    ...Inc. (TN) Ambulance Services of Tooele, LLC (DE) American Health Facilities Development, LLC (DE) Anesthesiology Group of Hattiesburg, LLC (DE) Angelo Community Healthcare Services, Inc. (TX) Anna Clinic Corp. (IL) Anna Home Care Services, LLC (DE) Anna Hospital Corporation (IL) APS Medical, LLC (DE...

  • Page 253
    ... Group, LLC (DE) Cedar Park Clinic Asset Holding Company, LLC (DE) Cedar Park Health System, L.P.* (DE) Center for Adult Healthcare, LLC (DE) Central Alabama Physician Services, Inc. (AL) Centre Clinic Corp. (AL) Centre HBP Services, LLC (DE) Centre Home Care Corporation (AL) d/b/a Berwick Hospital...

  • Page 254
    ... Center, LLC# (TN) Clarksville Physician Services, G.P.* (DE) Cleveland Home Care Services, LLC (DE) Cleveland Hospital Corporation (TN) Cleveland Medical Clinic, Inc. (TN) Cleveland PHO, Inc. (TN) Cleveland Tennessee Hospital Company, LLC (DE) Clinton County Health System, LLC (DE) Clinton Hospital...

  • Page 255
    ...TN) Community Health Systems Professional Services Corporation (DE) Community Health Systems Professional Services Corporation Political Action Committee (TN) Community Health Systems, Inc. (DE) Community Health United Home Care, LLC (DE) Community Information Network, Inc. Community Insurance Group...

  • Page 256
    ...HBP Services, LLC (DE) Dukes Health System, LLC (DE) Dukes Physician Services, LLC (DE) Dupont Hospital, LLC* (DE) Dyersburg Clinic Corp. (TN) Dyersburg HBP Medical Group, LLC (DE) Dyersburg Home Care Services, LLC (DE) Dyersburg Hospital Corporation (TN) E.D. Clinics, LLC (DE) East Tennessee Clinic...

  • Page 257
    ... Hospital Corporation (AL) Fort Payne RHC Corp. (AL) Frankfort Health Partner, Inc. (IN) Franklin Clinic Corp. (VA) Franklin Home Care Services, LLC (DE) Franklin Hospital Corporation (VA) Fulton Home Care Services, LLC (DE) Gadsden Home Care Services, LLC (DE) Gadsden Regional Medical Center, LLC...

  • Page 258
    ...Services, Inc. (IL) Innovative Recoveries, LLC (DE) Intermountain Medical Group, Inc. (PA) IOM Health System, L.P.* (IN) Jackson Home Care Services, LLC (DE) Jackson Hospital Corporation (KY) Jackson Hospital Corporation (TN) Jackson Physician Corp. (KY) Jackson, Tennessee Hospital Company, LLC* (TN...

  • Page 259
    ... Home Care Services, LLC (DE) LRH, LLC (DE) LS Psychiatric, LLC (DE) Lufkin Clinic Asset Holding Company, LLC (DE) Lutheran Health Network CBO, LLC (DE) Lutheran Health Network Investors, LLC* (DE) Lutheran Health Network of Indiana, LLC (DE) Lutheran Medical Group, LLC (DE) Lutheran Medical Office...

  • Page 260
    ... Hospital Corporation (TN) Martins Ferry Clinic Company, LLC (DE) Martins Ferry Hospital Company, LLC (DE) Mary Black Health System LLC* (DE) Mary Black Medical Office Building Limited Partnership* (SC) Mary Black MOB II, L.P.* (SC) Mary Black Orthopedic Group, LLC (DE) Mary Black Physician Services...

  • Page 261
    ... Home Care, LLC (DE) Northampton Hospital Company, LLC (DE) Northampton Physician Services Corp. (PA) Northampton Urgent Care, LLC (DE) Northeast Medical Center, L.P. (DE) Northeast Radiation Oncology Center, LLC# (PA) Northeastern Pennsylvania Imaging Center# (PA) Northern Indiana Oncology Center...

  • Page 262
    ... Regional Medical Clinic, Inc. (KY) Payson Healthcare Management, Inc. (AZ) Payson Home Care Services, LLC (DE) Payson Hospital Corporation (AZ) PDMC, LLC (DE) Peckville Hospital Company, LLC (DE) Pecos Valley of New Mexico, LLC (DE) Peerless Healthcare, LLC (TN) Pennsylvania Hospital Company, LLC...

  • Page 263
    ... Health Resources, LLC (DE) Quorum Health Services, Inc. (DE) Quorum Purchasing Advantage, LLC (DE) Quorum Solutions, LLC (DE) Red Bud Clinic Corp. (IL) Red Bud Home Care Services, LLC (DE) Red Bud Hospital Corporation (IL) Red Bud Illinois Hospital Company, LLC (IL) Red Bud Physician Group, LLC...

  • Page 264
    ... Employee Assistance Program (TX) Regional Hospital of Longview, LLC (DE) Regional Surgical Services, LLC* (VA) Rehab Hospital of Fort Wayne General Partnership* (DE) Revenue Cycle Service Center, LLC (DE) River Region Medical Corporation (MS) River to River Heart Group, LLC (IL) Rockwood Clinic...

  • Page 265
    ..., LLC (DE) Sharon Pennsylvania Holdings, LLC (DE) Sharon Pennsylvania Hospital Company, LLC (DE) Shelby Alabama Real Estate, LLC (DE) Shelbyville Clinic Corp. (TN) Shelbyville Home Care Services, LLC (DE) Shelbyville Hospital Corporation (TN) Sherman Hospital, L.P. (DE) Sherman Medical Center, LLC...

  • Page 266
    ... Medical Group (TX) Tomball Ambulatory Surgery Center, L.P. (TX) Tomball Clinic Asset Holding Company, LLC (DE) Tomball Equipment Leasing Company, LLC* (TX) Tomball Texas Equipment Ventures, LLC (TX) Tomball Texas Holdings, LLC (DE) Tomball Texas Home Care Services, LLC (DE) Tomball Texas Hospital...

  • Page 267
    ...Clinic Asset Holding Company, LLC (DE) Victoria Hospital, LLC (DE) Victoria of Texas, L.P. (DE) Victoria Texas Home Care Services, LLC (DE) Village Medical Center Associates, LLC (DE) Virginia Care Company, LLC (DE) Virginia Hospital Company, LLC (VA) WA-SPOK DH CRNA, LLC (DE) WA-SPOK DH Urgent Care...

  • Page 268
    ... County Texas Home Care Services, LLC (DE) Webb Hospital Corporation (DE) Webb Hospital Holdings, LLC (DE) Wesley Health System, LLC (DE) Wesley HealthTrust, Inc. (MS) Wesley Physician Services, LLC (DE) West Anaheim Medical Center, LLC (DE) West Anaheim, LLC (DE) West Grove Clinic Company, LLC (DE...

  • Page 269
    ... Home Care Services, LLC (DE) York Anesthesiology Physician Services, LLC (DE) York Clinic Company, LLC (DE) York Home Care Services, LLC (DE) York Pathology Physician Services, LLC (DE) York Pennsylvania Holdings, LLC (DE) York Pennsylvania Hospital Company, LLC (DE) Youngstown Home Care Services...

  • Page 270
    ...effectiveness of Community Health hystems, Inc. and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of Community Health hystems, Inc. and subsidiaries for the year ended December 31, 2013. /s/ Deloitte & Touche LLP Nashville, Tennessee February...

  • Page 271
    ... and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Wayne T. Smith Wayne T. Smith Chairman of the Board and Chief Executive Officer...

  • Page 272
    Exhibit 31.2 I, W. Larry Cash, certify that: 1. I have reviewed this annual report on Form 10-K of Community Health Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in...

  • Page 273
    ... with the Annual Report of Community Health Systems, Inc. (the "Company") on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Wayne T. Smith, Chairman of the Board and Chief Executive Officer of the...

  • Page 274
    ... with the Annual Report of Community Health Systems, Inc. (the "Company") on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, W. Larry Cash, President of Financial Services and Chief Financial Officer of the...

  • Page 275

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    Community Health Systems, Inc. 4000 Meridian Boulevard Franklin, Tennessee 37067 (615) 465-7000 www.chs.net