Stockholders Equity

9 Months Ended

Sep. 30, 2013

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, 2013, 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 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.  The 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.  During the three months ended September 30, 2013, no shares were repurchased under this program.  During the nine months ended September 30, 2013, the Company repurchased and retired 706,023 shares at a weighted-average price of $38.39 per share, which is the cumulative number of shares repurchased and retired under this program.  No shares were repurchased under this program during the three and nine months ended September 30, 2012.   

Historically, the Company has not paid any cash dividends. In December 2012, the Company declared and paid a special dividend of $0.25 per share to holders of its common stock at the close of business as of December 17, 2012, which totaled approximately $23.0 million.  In the foreseeable future, the Company does not anticipate the payment of any other cash dividends. The Company’s Credit Facility limits the Company’s ability to pay dividends and/or repurchase stock to an amount not to exceed $150 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, 2013, under the most restrictive test under these agreements, the Company has approximately $259.8 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, 2013 (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, 2012	$	367,666	$	929	$	1,138,274	$	(6,678)	$	(145,310)	$	1,743,992	$	65,314	$	2,796,521
Comprehensive income		34,924		-		-		-		52,795		113,022		17,060		182,877
Distributions to noncontrolling
interests, net of contributions		(39,041)		-		-		-		-		-		(21,177)		(21,177)
Purchase of subsidiary shares
from noncontrolling interests		(4,410)		-		(804)		-		-		-		(507)		(1,311)
Other reclassifications of
noncontrolling interests		2,291		-		-		-		-		-		(2,291)		(2,291)
Noncontrolling interests in
acquired entity		-		-		-		-		-		-		4,599		4,599
Adjustment to redemption
value of redeemable
noncontrolling interests		5,357		-		(5,357)		-		-		-		-		(5,357)
Repurchases of common stock		-		(7)		(27,133)		-		-		-		-		(27,140)
Issuance of common stock
in connection with the
exercise of stock options		-		32		108,527		-		-		-		-		108,559
Cancellation of restricted
stock for tax withholdings
on vested shares		-		(3)		(14,696)		-		-		-		-		(14,699)
Excess tax benefit from
exercise of stock options		-		-		3,432		-		-		-		-		3,432
Share-based compensation		-		8		28,943		-		-		-		-		28,951
Balance, September 30, 2013	$	366,787	$	959	$	1,231,186	$	(6,678)	$	(92,515)	$	1,857,014	$	62,998	$	3,052,964

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, 2013
Net income attributable to Community Health Systems, Inc. stockholders	$	113,022
Transfers to the noncontrolling interests:
Net decrease in Community Health Systems, Inc. paid-in capital for
purchase of subsidiary partnership interests		(804)
Net transfers to the noncontrolling interests		(804)
Change to Community Health Systems, Inc. stockholders’ equity from net
income attributable to Community Health Systems, Inc. stockholders
and transfers to noncontrolling interests	$	112,218