19. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Senior Notes due 2019, 2020 and 2022, which are senior unsecured obligations of CHS, and the 5⅛% Senior Secured Notes due 2018 and 2021 (collectively, “the Notes”) are guaranteed on a senior basis by the Company and by certain of its existing and subsequently acquired or organized 100% owned domestic subsidiaries. The Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited 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), the subsidiary guarantors, the subsidiary non-guarantors and eliminations. These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”

The accounting policies used in the preparation of this financial information are consistent with those elsewhere in the condensed consolidated financial statements of the Company, except as noted below:

•Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets.

•Cash flows from intercompany transactions are presented in cash flows from financing activities, as changes in intercompany balances with affiliates, net.

•Income tax expense is allocated from the parent guarantor to the income producing operations (other guarantors and non-guarantors) and the issuer through stockholders’ equity. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes.

•Interest expense, net has been presented to reflect net interest expense and interest income from outstanding long-term debt and intercompany balances.

The Company’s intercompany activity consists primarily of daily cash transfers for purposes of cash management, the allocation of certain expenses and expenditures paid for by the Parent on behalf of its subsidiaries, and the push down of investment in its subsidiaries. This activity also includes the intercompany transactions between consolidated entities as part of the Receivables Facility that is further discussed in Note 12. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany transactions do not represent revenue generating transactions. All intercompany transactions eliminate in consolidation.

From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors.



Condensed Consolidating Statement of Income
Three Months Ended March 31, 2016

	Parent Guarantor		Issuer		Other Guarantors		Non - Guarantors		Eliminations		Consolidated
	(In millions)
Operating revenues (net of contractual
allowances and discounts)	$	-	$	(6)	$	3,766	$	1,994	$	-	$	5,754
Provision for bad debts		-		-		532		223		-		755
Net operating revenues		-		(6)		3,234		1,771		-		4,999
Operating costs and expenses:
Salaries and benefits		-		-		1,282		1,035		-		2,317
Supplies		-		-		543		256		-		799
Other operating expenses		-		-		817		356		-		1,173
Electronic health records incentive reimbursement		-		-		(11)		(7)		-		(18)
Rent		-		-		65		54		-		119
Depreciation and amortization		-		-		211		87		-		298
Impairment of long-lived assets		-		-		12		5		-		17
Total operating costs and expenses		-		-		2,919		1,786		-		4,705
Income from operations		-		(6)		315		(15)		-		294
Interest expense, net		-		35		200		16		-		251
Equity in earnings of unconsolidated affiliates		(11)		(62)		17		-		36		(20)
Income from continuing operations before income taxes		11		21		98		(31)		(36)		63
Provision for (benefit from) income taxes		-		10		37		(21)		-		26
Income from continuing operations		11		11		61		(10)		(36)		37
Discontinued operations, net of taxes:
Loss from operations of entities sold or held for sale		-		-		(1)		1		-		-
Impairment of hospitals sold or held for sale		-		-		-		(1)		-		(1)
Loss from discontinued operations, net of taxes		-		-		(1)		-		-		(1)
Net income		11		11		60		(10)		(36)		36
Less: Net income attributable to noncontrolling interests		-		-		-		25		-		25
Net income attributable to Community Health Systems,
Inc. stockholders	$	11	$	11	$	60	$	(35)	$	(36)	$	11



Condensed Consolidating Statement of Income
Three Months Ended March 31, 2015

	Parent Guarantor		Issuer		Other Guarantors		Non - Guarantors		Eliminations		Consolidated
	(In millions)
Operating revenues (net of contractual
allowances and discounts)	$	-	$	(5)	$	3,488	$	2,163	$	-	$	5,646
Provision for bad debts		-		-		447		288		-		735
Net operating revenues		-		(5)		3,041		1,875		-		4,911
Operating costs and expenses:
Salaries and benefits		-		-		1,222		1,035		-		2,257
Supplies		-		-		492		270		-		762
Other operating expenses		-		-		708		391		-		1,099
Government settlement and related costs		-		-		8		-		-		8
Electronic health records incentive reimbursement		-		-		(17)		(9)		-		(26)
Rent		-		-		61		55		-		116
Depreciation and amortization		-		-		200		96		-		296
Total operating costs and expenses		-		-		2,674		1,838		-		4,512
Income from operations		-		(5)		367		37		-		399
Interest expense, net		-		21		211		9		-		241
Loss from early extinguishment of debt		-		8		-		-		-		8
Equity in earnings of unconsolidated affiliates		(79)		(104)		(5)		-		170		(18)
Income from continuing operations before income taxes		79		70		161		28		(170)		168
Provision for (benefit from) income taxes		-		(9)		61		4		-		56
Income from continuing operations		79		79		100		24		(170)		112
Discontinued operations, net of taxes:
Loss from operations of entities sold or held for sale		-		-		-		(11)		-		(11)
Impairment of hospitals sold or held for sale		-		-		(1)		-		-		(1)
Loss on sale, net		-		-		2		(3)		-		(1)
Loss from discontinued operations, net of taxes		-		-		1		(14)		-		(13)
Net income		79		79		101		10		(170)		99
Less: Net income attributable to noncontrolling interests		-		-		-		20		-		20
Net income attributable to Community Health
Systems, Inc. stockholders	$	79	$	79	$	101	$	(10)	$	(170)	$	79



Condensed Consolidating Statement of Comprehensive Income (Loss)
Three Months Ended March 31, 2016

	Parent Guarantor		Issuer		Other Guarantors		Non - Guarantors		Eliminations		Consolidated
		(In millions)
Net income	$	11	$	11	$	60	$	(10)	$	(36)	$	36
Other comprehensive income (loss), net of income taxes:
Net change in fair value of interest rate swaps, net of tax		(19)		(19)		-		-		19		(19)
Net change in fair value of available-for-sale securities,
net of tax		2		2		2		-		(4)		2
Amortization and recognition of unrecognized pension
cost components, net of tax		1		1		1		-		(2)		1
Other comprehensive income (loss)		(16)		(16)		3		-		13		(16)
Comprehensive income		(5)		(5)		63		(10)		(23)		20
Less: Comprehensive income attributable to
noncontrolling interests		-		-		-		25		-		25
Comprehensive (loss) income attributable to
Community Health Systems, Inc. stockholders	$	(5)	$	(5)	$	63	$	(35)	$	(23)	$	(5)



Condensed Consolidating Statement of Comprehensive Income (Loss)
Three Months Ended March 31, 2015

	Parent Guarantor		Issuer		Other Guarantors		Non - Guarantors		Eliminations		Consolidated
		(In millions)
Net income	$	79	$	79	$	101	$	10	$	(170)	$	99
Other comprehensive income (loss), net of income taxes:
Net change in fair value of interest rate swaps, net of tax		(9)		(9)		-		-		9		(9)
Net change in fair value of available-for-sale securities,
net of tax		1		1		1		-		(2)		1
Amortization and recognition of unrecognized pension
cost components, net of tax		1		1		1		-		(2)		1
Other comprehensive income (loss)		(7)		(7)		2		-		5		(7)
Comprehensive income		72		72		103		10		(165)		92
Less: Comprehensive income attributable to
noncontrolling interests		-		-		-		20		-		20
Comprehensive income (loss) attributable to
Community Health Systems, Inc. stockholders	$	72	$	72	$	103	$	(10)	$	(165)	$	72



Condensed Consolidating Balance Sheet
March 31, 2016
	Parent				Other		Non -
	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	-	$	12	$	169	$	-	$	181
Patient accounts receivable, net of allowance
for doubtful accounts		-		-		1,232		2,491		-		3,723
Supplies		-		-		408		179		-		587
Prepaid income taxes		2		-		-		-		-		2
Prepaid expenses and taxes		-		-		146		72		-		218
Other current assets		-		-		347		198		-		545
Total current assets		2		-		2,145		3,109		-		5,256
Intercompany receivable		1,178		16,776		1,638		6,299		(25,891)		-
Property and equipment, net		-		-		6,924		3,180		-		10,104
Goodwill		-		-		5,462		3,560		-		9,022
Other assets, net		-		-		2,349		1,258		(1,265)		2,342
Net investment in subsidiaries		3,433		21,416		7,859		-		(32,708)		-
Total assets	$	4,613	$	38,192	$	26,377	$	17,406	$	(59,864)	$	26,724

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	-	$	175	$	65	$	9	$	-	$	249
Accounts payable		-		-		874		305		-		1,179
Accrued interest		-		156		1		1		-		158
Accrued liabilities		4		-		956		508		-		1,468
Total current liabilities		4		331		1,896		823		-		3,054
Long-term debt		-		15,739		128		798		-		16,665
Intercompany payable		-		17,347		18,975		13,775		(50,097)		-
Deferred income taxes		599		-		-		-		-		599
Other long-term liabilities		8		1,342		1,343		295		(1,265)		1,723
Total liabilities		611		34,759		22,342		15,691		(51,362)		22,041
Redeemable noncontrolling interests in
equity of consolidated subsidiaries		-		-		-		565		-		565
Equity:
Community Health Systems, Inc. stockholders’
equity:
Preferred stock		-		-		-		-		-		-
Common stock		1		-		-		-		-		1
Additional paid-in capital		1,951		1,328		1,530		1,042		(3,899)		1,952
Treasury stock, at cost		(7)		-		-		-		-		(7)
Accumulated other comprehensive loss		(89)		(89)		(21)		(1)		111		(89)
Retained earnings		2,146		2,194		2,526		(6)		(4,714)		2,146
Total Community Health Systems, Inc.
stockholders’ equity		4,002		3,433		4,035		1,035		(8,502)		4,003
Noncontrolling interests in equity of
consolidated subsidiaries		-		-		-		115		-		115
Total equity		4,002		3,433		4,035		1,150		(8,502)		4,118
Total liabilities and equity	$	4,613	$	38,192	$	26,377	$	17,406	$	(59,864)	$	26,724



Condensed Consolidating Balance Sheet
December 31, 2015
	Parent				Other		Non -
	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	-	$	25	$	159	$	-	$	184
Patient accounts receivable, net of allowance
for doubtful accounts		-		-		1,197		2,414		-		3,611
Supplies		-		-		400		180		-		580
Prepaid income taxes		27		-		-		-		-		27
Prepaid expenses and taxes		-		-		138		59		-		197
Other current assets		-		-		356		211		-		567
Total current assets		27		-		2,116		3,023		-		5,166
Intercompany receivable		1,159		16,544		1,491		6,404		(25,598)		-
Property and equipment, net		-		-		6,863		3,249		-		10,112
Goodwill		-		-		5,460		3,505		-		8,965
Other assets, net		-		-		2,153		1,245		(1,046)		2,352
Net investment in subsidiaries		3,438		20,964		8,035		-		(32,437)		-
Total assets	$	4,624	$	37,508	$	26,118	$	17,426	$	(59,081)	$	26,595

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	-	$	162	$	57	$	10	$	-	$	229
Accounts payable		-		-		866		392		-		1,258
Accrued interest		-		226		-		1		-		227
Accrued liabilities		4		-		901		453		-		1,358
Total current liabilities		4		388		1,824		856		-		3,072
Long-term debt		-		15,604		151		801		-		16,556
Intercompany payable		-		16,861		19,021		13,764		(49,646)		-
Deferred income taxes		593		-		-		-		-		593
Other long-term liabilities		8		1,217		1,149		370		(1,046)		1,698
Total liabilities		605		34,070		22,145		15,791		(50,692)		21,919
Redeemable noncontrolling interests in
equity of consolidated subsidiaries		-		-		-		571		-		571
Equity:
Community Health Systems, Inc. stockholders’
equity:
Preferred stock		-		-		-		-		-		-
Common stock		1		-		-		-		-		1
Additional paid-in capital		1,963		1,324		1,506		967		(3,797)		1,963
Treasury stock, at cost		(7)		-		-		-		-		(7)
Accumulated other comprehensive loss		(73)		(73)		(22)		(3)		98		(73)
Retained earnings		2,135		2,187		2,489		14		(4,690)		2,135
Total Community Health Systems, Inc.
stockholders’ equity		4,019		3,438		3,973		978		(8,389)		4,019
Noncontrolling interests in equity of
consolidated subsidiaries		-		-		-		86		-		86
Total equity		4,019		3,438		3,973		1,064		(8,389)		4,105
Total liabilities and equity	$	4,624	$	37,508	$	26,118	$	17,426	$	(59,081)	$	26,595



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2016

	Parent				Other		Non -
	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated
	(In millions)
Net cash (used in) provided by operating
activities	$	-	$	(223)	$	420	$	97	$	-	$	294

Cash flows from investing activities:
Acquisitions of facilities and other related
equipment		-		-		(2)		(97)		-		(99)
Purchases of property and equipment		-		-		(159)		(65)		-		(224)
Proceeds from disposition of hospitals
and other ancillary operations		-		-		12		-		-		12
Proceeds from sale of property and equipment		-		-		3		1		-		4
Purchases of available-for-sale securities		-		-		(12)		(25)		-		(37)
Proceeds from sales of available-for-sale securities		-		-		10		30		-		40
Increase in other investments		-		-		(53)		(14)		-		(67)
Net cash used in investing activities		-		-		(201)		(170)		-		(371)

Cash flows from financing activities:
Repurchase of restricted stock shares for payroll
tax withholding requirements		(7)		-		-		-		-		(7)
Redemption of noncontrolling investments in joint
ventures		-		-		-		(16)		-		(16)
Distributions to noncontrolling investors in joint
ventures		-		-		-		(18)		-		(18)
Changes in intercompany balances with
affiliates, net		7		89		(215)		119		-		-
Borrowings under credit agreements		-		1,563		1		-		-		1,564
Proceeds from receivables facility		-		-		-		31		-		31
Repayments of long-term indebtedness		-		(1,429)		(18)		(33)		-		(1,480)
Net cash provided by (used in) financing
activities		-		223		(232)		83		-		74
Net change in cash and cash equivalents		-		-		(13)		10		-		(3)
Cash and cash equivalents at beginning of period		-		-		25		159		-		184
Cash and cash equivalents at end of period	$	-	$	-	$	12	$	169	$	-	$	181



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2015

	Parent				Other		Non -
	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated
	(In millions)
Net cash (used in) provided by operating
activities	$	(10)	$	(123)	$	23	$	49	$	-	$	(61)

Cash flows from investing activities:
Acquisitions of facilities and other related
equipment		-		-		(11)		(2)		-		(13)
Purchases of property and equipment		-		-		(199)		(42)		-		(241)
Proceeds from disposition of hospitals
and other ancillary operations		-		-		4		58		-		62
Proceeds from sale of property and equipment		-		-		-		3		-		3
Purchases of available-for-sale securities		-		-		(22)		(37)		-		(59)
Proceeds from sales of available-for-sale securities		-		-		19		37		-		56
Increase in other investments		-		-		(30)		(9)		-		(39)
Net cash used in investing activities		-		-		(239)		8		-		(231)

Cash flows from financing activities:
Proceeds from exercise of stock options		17		-		-		-		-		17
Repurchase of restricted stock shares for payroll
tax withholding requirements		(20)		-		-		-		-		(20)
Deferred financing costs and other
debt-related costs		-		(20)		-		-		-		(20)
Redemption of noncontrolling investments in joint
ventures		-		-		-		(7)		-		(7)
Distributions to noncontrolling investors in joint
ventures		-		-		-		(23)		-		(23)
Changes in intercompany balances with
affiliates, net		13		77		(101)		11		-		-
Borrowings under credit agreements		-		1,250		1		-		-		1,251
Proceeds from receivables facility		-		-		-		75		-		75
Repayments of long-term indebtedness		-		(1,184)		(15)		(69)		-		(1,268)
Net cash provided by (used in) financing
activities		10		123		(115)		(13)		-		5
Net change in cash and cash equivalents		-		-		(331)		44		-		(287)
Cash and cash equivalents at beginning of period		-		-		368		141		-		509
Cash and cash equivalents at end of period	$	-	$	-	$	37	$	185	$	-	$	222