Stockholders' Equity

3 Months Ended

Mar. 31, 2017

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 March 31, 2017, 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 an 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 year ended December 31, 2016. In addition, no shares were repurchased under this program during the three months ended March 31, 2017.

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 $713 million recorded by the Company during the year ended December 31, 2016 to reflect the distribution of the net assets of QHC was a permitted transaction under the Company’s Credit Facility. As of March 31, 2017, 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 three-month period ended March 31, 2017 (in millions):

			Community Health Systems, Inc. Stockholders
	Redeemable Noncontrolling Interest		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Noncontrolling Interest		Total Stockholders’ Equity
Balance, December 31, 2016	$	554	$	1	$	1,975	$	(62)	$	(299)	$	113	$	1,728
Comprehensive income		17		-		-		8		(199)		5		(186)
Contributions from noncontrolling
interests		5		-		-		-		-		-		-
Distributions to noncontrolling
interests		(22)		-		-		-		-		(6)		(6)
Purchase of subsidiary shares
from noncontrolling interests		(4)		-		-		-		-		-		-
Disposition of less-than-wholly
owned entity		4		-		-		-		-		(2)		(2)
Other reclassifications of														-
noncontrolling interests		(1)		-		-		-		-		1		1
Noncontrolling interests in
acquired entity		-		-		-		-		-		1		1
Adjustment to redemption
value of redeemable
noncontrolling interests		(1)		-		1		-		-		-		1
Cancellation of restricted
stock for tax withholdings
on vested shares		-		-		(5)		-		-		-		(5)
Share-based compensation		-		-		9		-		-		-		9
Balance, March 31, 2017	$	552	$	1	$	1,980	$	(54)	$	(498)	$	112	$	1,541

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):

	Three Months Ended
	March 31, 2017
Net loss attributable to Community Health Systems,
Inc. stockholders	$	(199)
Transfers from the noncontrolling interests:
Net decrease in Community Health Systems, Inc.
paid-in-capital for purchase of subsidiary partnership interests		-
Net transfers from the noncontrolling interests		-
Change to Community Health Systems, Inc. stockholders’ equity
from net loss attributable to Community Health Systems,
Inc. stockholders and transfers to noncontrolling interests	$	(199)