Stockholders Equity

9 Months Ended

Sep. 30, 2012

Stockholders' Equity [Abstract]

Stockholders' Equity Disclosure

9.  STOCKHOLDERS’ EQUITY 

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 September 30, 2012, 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.

On December 14, 2011, the Company adopted a new open market repurchase program for up to 4,000,000 shares of the Company’s common stock, not to exceed $100 million in repurchases.  The new repurchase program will conclude at the earliest of three years from the commencement date, when the maximum number of shares has been repurchased, or when the maximum dollar amount of repurchases has been expended.  Through September 30, 2012, no shares have been purchased and retired under this program.

On September 15, 2010, the Company commenced an open market repurchase program for up to 4,000,000 shares of the Company’s common stock, not to exceed $100 million in repurchases. This program will conclude at the earliest of three years from the commencement date, when the maximum number of shares has been repurchased or when the maximum dollar amount of repurchases has been expended.  During the three and nine months ended September 30, 2012, the Company did not repurchase any shares under this program.  During the three months ended September 30, 2011, the Company repurchased and retired 1,706,300 shares at a weighted average price of $20.93 under this program.  During the nine months ended September 30, 2011, the Company repurchased and retired 3,469,866 shares at a weighted average price of $24.68 under this program.  The cumulative number of shares that have been repurchased and retired under this program through September 30, 2012 is 3,921,138 shares at a weighted-average price of $25.39 per share. 

The Company’s Credit Facility (as discussed below) limits the Company’s ability to pay dividends and/or repurchase stock to an amount not to exceed $50 million in the aggregate plus the aggregate amount of proceeds from the exercise of stock options. The indentures governing the 8% Senior Notes due 2019 and the 7⅛% Senior Notes due 2020 (collectively, the “Senior Notes”) and the 5⅛% Senior Secured Notes due 2018 also limit the Company’s ability to pay dividends and/or repurchase stock. As of September 30, 2012, under the most restrictive test under these agreements, the Company has approximately $85.8 million remaining available with which to pay permitted dividends and/or repurchase shares of stock or its Senior Notes.

The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company, and equity attributable to the noncontrolling interests for the nine-month period ended September 30, 2012 (in thousands):

			Community Health Systems, Inc. Stockholders
	Redeemable Noncontrolling Interest		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Noncontrolling Interest		Total Stockholders’ Equity
Balance, December 31, 2011	$	395,743	$	915	$	1,086,008	$	(6,678)	$	(184,479)	$	1,501,330	$	67,349	$	2,464,445
Comprehensive income		40,636		-		-		-		35,758		203,066		16,475		255,299
Distributions to noncontrolling
interests, net of contributions		(36,338)		-		-		-		-		-		(23,803)		(23,803)
Purchase of subsidiary shares
from noncontrolling interests		(18,603)		-		(19,963)		-		-		-		(1,143)		(21,106)
Other reclassifications of
noncontrolling interests		1,626		-		-		-		-		-		(623)		(623)
Adjustment to redemption
value of redeemable
noncontrolling interests		(12,550)		-		12,550		-		-		-		-		12,550
Issuance of common stock
in connection with the
exercise of stock options		-		3		5,750		-		-		-		-		5,753
Cancellation of restricted
stock for tax withholdings
on vested shares		-		(3)		(9,165)		-		-		-		-		(9,168)
Excess tax benefit from
exercise of stock options		-		-		(1,318)		-		-		-		-		(1,318)
Share-based compensation		-		7		30,708		-		-		-		-		30,715
Balance, September 30, 2012	$	370,514	$	922	$	1,104,570	$	(6,678)	$	(148,721)	$	1,704,396	$	58,255	$	2,712,744

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’ equity (in thousands):

	Nine Months Ended
	September 30, 2012
Net income attributable to Community Health Systems, Inc. stockholders	$	203,066
Transfers to the noncontrolling interests:
Net decrease in Community Health Systems, Inc. paid-in capital for
purchase of subsidiary partnership interests		(19,963)
Net transfers to the noncontrolling interests		(19,963)
Change to Community Health Systems, Inc. stockholders’ equity from net
income attributable to Community Health Systems, Inc. stockholders
and transfers to noncontrolling interests	$	183,103