2. ACCOUNTING FOR STOCK-BASED COMPENSATION

Stock-based compensation awards have been granted under the Community Health Systems, Inc. Amended and Restated 2000 Stock Option and Award Plan, amended and restated as of March 20, 2013 (the “2000 Plan”), and the Community Health Systems, Inc. 2009 Stock Option and Award Plan, amended and restated as of March 19, 2014 (the “2009 Plan”).

The 2000 Plan allowed for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the “IRC”), as well as stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Prior to being amended in 2009, the 2000 Plan also allowed for the grant of phantom stock. Persons eligible to receive grants under the 2000 Plan include the Company’s directors, officers, employees and consultants. All options granted under the 2000 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date. Options granted prior to 2005 have a 10-year contractual term, options granted in 2005 through 2007 have an eight-year contractual term and options granted in 2008 through 2011 have a 10-year contractual term. The Company has not granted stock option awards under the 2000 Plan since 2011. Pursuant to the amendment and restatement of the 2000 Plan dated March 20, 2013, no further grants will be awarded under the 2000 Plan.

The 2009 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the IRC and for the grant of stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Persons eligible to receive grants under the 2009 Plan include the Company’s directors, officers, employees and consultants. To date, all options granted under the 2009 Plan have been “nonqualified” stock options for tax purposes. Generally, vesting of these granted options occurs in one-third increments on each of the first three anniversaries of the award date. Options granted in 2011 or later have a 10-year contractual term. As of September 30, 2014, 5,131,690 shares of unissued common stock were reserved for future grants under the 2009 Plan, which includes the 4,000,000 additional shares reserved for future grants approved by the Company’s stockholders on May 20, 2014 in conjunction with the March 19, 2014 amendment of the 2009 Plan.

The exercise price of all options granted under the 2000 Plan and the 2009 Plan has been equal to the fair value of the Company’s common stock on the option grant date.

The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
Effect on income from continuing operations before income taxes	$	(13)	$	(10)	$	(36)	$	(29)
Effect on net income	$	(8)	$	(6)	$	(22)	$	(18)

At September 30, 2014, $59 million of unrecognized stock-based compensation expense was expected to be recognized over a weighted-average period of 26 months. Of that amount, less than $1 million related to outstanding unvested stock options was expected to be recognized over a weighted-average period of 5 months and $58 million related to outstanding unvested restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 26 months. There were no modifications to awards during the three or nine months ended September 30, 2014 and 2013.

Options outstanding and exercisable under the 2000 Plan and the 2009 Plan as of September 30, 2014, and changes during each of the three-month periods following December 31, 2013, were as follows (in millions, except share and per share data):




				Weighted-	Aggregate
				Average	Intrinsic
		Weighted-		Remaining	Value as of
		Average		Contractual	September 30,
	Shares	Exercise Price		Term	2014
Outstanding at December 31, 2013	3,737,545	$	34.88
Granted	-		-
Exercised	(174,462)		35.01
Forfeited and cancelled	(7,672)		34.61
Outstanding at March 31, 2014	3,555,411		34.87
Granted	-		-
Exercised	(226,961)		37.54
Forfeited and cancelled	(5,337)		25.71
Outstanding at June 30, 2014	3,323,113		34.71
Granted	-		-
Exercised	(777,918)		35.75
Forfeited and cancelled	(1,002)		18.99
Outstanding at September 30, 2014	2,544,193	$	34.39	3.7 years	$	52
Exercisable at September 30, 2014	2,449,954	$	34.93	3.5 years	$	49

No stock options were granted during the three or nine months ended September 30, 2014 and 2013. 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 ($54.79) and the exercise price of the respective stock options) in the table above represents the amount that would have been received by the option holders had all option holders exercised their options on September 30, 2014. This amount changes based on the market value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended September 30, 2014 and 2013 was $12 million and $1 million, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2014 and 2013 was $15 million and $30 million, respectively. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options.

The Company has also awarded restricted stock under the 2000 Plan and the 2009 Plan to its directors and employees of certain subsidiaries. The restrictions on these shares generally lapse in one-third increments on each of the first three anniversaries of the award date. Certain of the restricted stock awards granted to the Company’s senior executives contain a performance objective that must be met in addition to any time-based vesting requirements. If the performance objective is not attained, the awards will be forfeited in their entirety. Once the performance objective has been attained, restrictions will lapse in one-third increments on each of the first three anniversaries of the award date. In addition, a restricted stock award grant dated March 1, 2014 has a performance objective that is measured based on the realization of synergies related to the HMA merger over a two-year period. The performance objective may be met in part in the first year or in whole or in part over the two-year period. Depending on the degree of attainment of the performance objective, restrictions may lapse on a portion of the award grant over the first three anniversaries of the award date at a level dependent upon the amount of synergies realized. If the synergies related to the HMA merger do not reach a certain level, then the awards will be forfeited in their entirety. Notwithstanding the above-mentioned performance objectives and vesting requirements, the restrictions with respect to restricted stock granted under the 2000 Plan and the 2009 Plan will lapse earlier in the event of death, disability or termination of employment by the Company for any reason other than for cause of the holder of the restricted stock, or change in control of the Company. Restricted stock awards subject to performance standards are not considered outstanding for purposes of determining earnings per share until the performance objectives have been satisfied.

Restricted stock outstanding under the 2000 Plan and the 2009 Plan as of September 30, 2014, and changes during each of the three-month periods following December 31, 2013, were as follows:



		Weighted-
		Average Grant
	Shares	Date Fair Value
Unvested at December 31, 2013	1,607,489	$	35.13
Granted	1,943,000		41.19
Vested	(818,877)		34.65
Forfeited	(2,007)		34.82
Unvested at March 31, 2014	2,729,605		39.59
Granted	36,000		38.26
Vested	(4,709)		25.50
Forfeited	-		-
Unvested at June 30, 2014	2,760,896		39.59
Granted	-		-
Vested	(13,853)		39.65
Forfeited	(2,691)		19.60
Unvested at September 30, 2014	2,744,352		39.61

Restricted stock units (“RSUs”) have been granted to the Company’s outside directors under the 2000 Plan and the 2009 Plan. On February 16, 2012, each of the Company’s outside directors received a grant under the 2009 Plan of 6,645 RSUs. On February 27, 2013, each of the Company’s outside directors received a grant under the 2009 Plan of 3,596 RSUs. On March 1, 2014, each of the Company’s outside directors received a grant under the 2009 Plan of 3,614 RSUs. Vesting of these shares of RSUs occurs in one-third increments on each of the first three anniversaries of the award date.

RSUs outstanding under the 2000 Plan and the 2009 Plan as of September 30, 2014, and changes during each of the three-month periods following December 31, 2013, were as follows:



		Weighted-
		Average Grant
	Shares	Date Fair Value
Unvested at December 31, 2013	55,536	$	31.33
Granted	21,684		41.51
Vested	(27,858)		30.87
Forfeited	-		-
Unvested at March 31, 2014	49,362		36.07
Granted	-		-
Vested	-		-
Forfeited	-		-
Unvested at June 30, 2014	49,362		36.07
Granted	-		-
Vested	-		-
Forfeited	-		-
Unvested at September 30, 2014	49,362		36.07