Stockholders' Deficit

6 Months Ended

Jun. 30, 2021

9. STOCKHOLDERS’ DEFICIT

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, 2021, 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.

The Company is a holding company which operates through its subsidiaries. The Company’s ABL Facility and the indentures governing each series of the Company’s outstanding 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.

The ABL Facility and the indentures governing each series of the Company’s outstanding notes 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. As of June 30, 2021, under the most restrictive test in these agreements (and subject to certain exceptions), the Company has approximately $200 million of capacity to pay permitted dividends and/or repurchase shares of stock or make other restricted payments.

The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company’s stockholders, and equity attributable to noncontrolling interests as of June 30, 2021, and during each of the three-month periods following December 31, 2020 (in millions):

				Community Health Systems, Inc. Stockholders
	Redeemable Noncontrolling Interest			Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss (Income)			Accumulated Deficit			Noncontrolling Interest			Total Stockholders’ Deficit
Balance, December 31, 2020	$	484		$	1	$	2,094		$	(13	)	$	(3,707	)	$	87		$	(1,538	)
Comprehensive income (loss)		21			—		—			(3	)		(64	)		8			(59	)
Distributions to noncontrolling interests		(12	)		—		—			—			—			(9	)		(9	)
Dispositions of less-than-wholly owned business		(7	)		—		—			—			—			—			—
Noncontrolling interest in acquired entity		2			—		—			—			—			—			—
Adjustment to redemption value of redeemable noncontrolling interests		(7	)		—		7			—			—			—			7
Cancellation of restricted stock for tax withholdings on vested shares		—			—		(4	)		—			—			—			(4	)
Share-based compensation		—			—		8			—			—			—			8
Balance, March 31, 2021		481			1		2,105			(16	)		(3,771	)		86			(1,595	)
Comprehensive income		24			—		—			1			6			7			14
Distributions to noncontrolling interests		(31	)		—		—			—			—			(14	)		(14	)
Purchase of subsidiary shares from noncontrolling interests		(2	)		—		—			—			—			—			—
Other reclassifications of noncontrolling interests		1			—		(1	)		—			—			—			(1	)
Adjustment to redemption value of redeemable noncontrolling interests		25			—		(25	)		—			—			—			(25	)
Share-based compensation		—			—		5			—			—			—			5
Balance, June 30, 2021	$	498		$	1	$	2,084		$	(15	)	$	(3,765	)	$	79		$	(1,616	)

The following schedule presents the reconciliation of the carrying amount of total equity, equity attributable to the Company’s stockholders, and equity attributable to the noncontrolling interests as of June 30, 2020, and during each of the three-month periods following December 31, 2019 (in millions):

				Community Health Systems, Inc. Stockholders
	Redeemable Noncontrolling Interest			Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest			Total Stockholders’ Deficit
Balance, December 31, 2019	$	502		$	1	$	2,008		$	(9	)	$	(4,218	)	$	77		$	(2,141	)
Comprehensive income		8		—		—				2			18			8			28
Distributions to noncontrolling interests		(22	)	—		—			—			—				(8	)		(8	)
Purchase of subsidiary shares from noncontrolling interests		(1	)	—			(1	)	—			—			—				(1	)
Other reclassifications of noncontrolling interests		8		—		—			—			—				(8	)		(8	)
Adjustment to redemption value of redeemable noncontrolling interests		7		—			(7	)	—			—			—				(7	)
Cancellation of restricted stock for tax withholdings on vested shares	—			—			(1	)	—			—			—				(1	)
Share-based compensation	—			—			2		—			—			—				2
Balance, March 31, 2020		502			1		2,001			(7	)		(4,200	)		69			(2,136	)
Comprehensive income		7		—		—				2			69			16			87
Distributions to noncontrolling interests		(17	)	—		—			—			—				(10	)		(10	)
Purchase of subsidiary shares from noncontrolling interests		(1	)	—			1		—			—			—				1
Other reclassifications of noncontrolling interests		1		—			—		—			—				—		—
Adjustment to redemption value of redeemable noncontrolling interests		(3	)	—			3		—			—			—				3
Share-based compensation	—			—			3		—			—			—				3
Balance, June 30, 2020	$	489		$	1	$	2,008		$	(5	)	$	(4,131	)	$	75		$	(2,052	)

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’ deficit (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021			2020
Net income (loss) attributable to Community Health Systems, Inc. stockholders	$	6	$	70	$	(58	)	$	87
Transfers to the noncontrolling interests:
Net increase in Community Health Systems, Inc. paid-in-capital for purchase of subsidiary partnership interests		—		1		—			—
Net transfers to the noncontrolling interests		—		1		—			—
Change to Community Health Systems, Inc. stockholders' deficit from net income (loss) attributable to Community Health Systems, Inc. stockholders and transfers to noncontrolling interests	$	6	$	71	$	(58	)	$	87