Stockholders' Equity

6 Months Ended

Jun. 30, 2016

Stockholders' Equity [Abstract]

Stockholders' Equity Disclosure

10.  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 June 30, 2016, 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 November 6, 2015, the Company adopted a new open market repurchase program for up to 10,000,000 shares of the Company’s common stock, not to exceed $300 million in repurchases. The repurchase program will expire on the earlier of November 5, 2018, when the maximum number of shares has been repurchased, or when the maximum dollar amount has been expended. During the year ended December 31, 2015, the Company repurchased and retired 532,188 shares at a weighted-average price of $27.31 per share, which is the cumulative number of shares repurchased and retired under this program. No shares were repurchased under this program during the six months ended June 30, 2016.

On December 10, 2014, the Company adopted an open market repurchase program for up to 5,000,000 shares of the Company’s common stock, not to exceed $150 million in repurchases. This repurchase program expired on December 1, 2015 after the Company repurchased and retired the maximum 5,000,000 shares during the three months ended December 31, 2015. No shares were repurchased under this program during the six months ended June 30, 2015.

The Company is a holding company which operates through its subsidiaries.  The Company’s Credit Facility and the indentures governing the senior and senior secured notes contain various covenants under which the assets of the subsidiaries of the Company are subject to certain restrictions relating to, among other matters, dividends and distributions, as referenced in the paragraph below.  

With the exception of a special cash dividend of $0.25 per share paid by the Company in December 2012, historically, the Company has not paid any cash dividends. Subject to certain exceptions, the Company’s Credit Facility limits the ability of the Company’s subsidiaries to pay dividends and make distributions to the Company, and limits the Company’s ability to pay dividends and/or repurchase stock, to an amount not to exceed $200 million in the aggregate plus an additional $25 million in any particular year plus the aggregate amount of proceeds from the exercise of stock options. The indentures governing the senior and senior secured notes also restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. The non-cash dividend of approximately $695 million recorded by the Company during the three months ended June 30, 2016 to reflect the distribution of the net assets of QHC was a permitted transaction under the Company’s Credit Facility. As of June 30, 2016, under the most restrictive test under these agreements (and subject to certain exceptions), the Company has approximately $318 million remaining available with which to pay permitted dividends and/or repurchase shares of stock or its senior and senior secured 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 six-month period ended June 30, 2016 (in millions):

			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, 2015	$	571	$	1	$	1,963	$	(7)	$	(73)	$	2,135	$	86	$	4,105
Comprehensive income		37		-		-		-		(19)		(1,421)		13		(1,427)
Distributions to noncontrolling
interests, net of contributions		(37)		-		-		-		-		-		(10)		(10)
Purchase of subsidiary shares
from noncontrolling interests		(10)		-		(2)		-		-		-		(4)		(6)
Noncontrolling interests in
acquired entity		-		-		-		-		-		-		32		32
Adjustment to redemption
value of redeemable
noncontrolling interests		(7)		-		7		-		-		-		-		7
Distribution of Quorum Health
Corporation		(8)		-		-		-		2		(695)		(10)		(703)
Cancellation of treasury stock		-		-		(7)		7		-		-		-		-
Cancellation of restricted
stock for tax withholdings
on vested shares		-		-		(5)		-		-		-		-		(5)
Income tax payable increase from
vesting of restricted shares		-		-		(17)		-		-		-		-		(17)
Share-based compensation		-		-		26		-		-		-		-		26
Balance, June 30, 2016	$	546	$	1	$	1,965	$	-	$	(90)	$	19	$	107	$	2,002

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 millions):

	Six Months Ended
	June 30, 2016
Net loss attributable to Community Health Systems,
Inc. stockholders	$	(1,421)
Transfers to the noncontrolling interests:
Net decrease in Community Health Systems, Inc. paid-in
capital for  purchase of subsidiary partnership interests		(2)
Net transfers to the noncontrolling interests		(2)
Change to Community Health Systems, Inc. stockholders’ equity
from net income attributable to Community Health Systems,
Inc. stockholders and transfers to noncontrolling interests	$	(1,423)