Kevin Hammons

President and

Chief Financial Officer

(615) 465-7000

Net operating revenues totaled $3.142 billion.

Net income attributable to Community Health Systems, Inc. stockholders was $414 million, or $3.18 per share (diluted), compared to $178 million, or $1.34 per share (diluted), for the same period in 2021. Excluding the adjusting items as presented in the table in footnote (e) on page 16, net income attributable to Community Health Systems, Inc. stockholders was $1.50 per share (diluted), compared to $1.15 per share (diluted) for the same period in 2021.

Adjusted EBITDA was $404 million, including $2 million of pandemic relief funds.

Net cash provided by operating activities was $9 million for the three months ended December 31, 2022, which included payment of approximately $73 million of 2020 social security taxes deferred pursuant to the CARES Act, compared to net cash used in operating activities of $531 million, which included repayments of Medicare accelerated payments in the amount of $814 million, for the same period in 2021.

Approximately $378 million principal amount of notes outstanding were extinguished during the three months ended December 31, 2022.

On a same-store basis, admissions increased 4.4 percent and adjusted admissions increased 8.2 percent, compared to the same period in 2021.

Net operating revenues

Net income (f)

Net income attributable to Community Health Systems, Inc. stockholders

Adjusted EBITDA (c)

Net cash provided by (used in) operating activities

Earnings per share attributable to Community Health Systems, Inc. stockholders:

Basic (f)

Diluted (e), (f)

Weighted-average number of shares outstanding (d):

Basic

Diluted

Net operating revenues

Operating costs and expenses:

Salaries and benefits

Supplies

Other operating expenses

Lease cost and rent

Pandemic relief funds

Depreciation and amortization

Impairment and (gain) loss on sale of businesses, net (f)

Total operating costs and expenses

Income from operations (f)

Interest expense, net

Gain from early extinguishment of debt

Gain on sale of equity interests in Macon Healthcare, LLC

Gain from CoreTrust transaction

Equity in earnings of unconsolidated affiliates

Income before income taxes

Benefit from income taxes

Net income (f)

Less: Net income attributable to noncontrolling interests

Net income attributable to Community Health Systems, Inc. stockholders

Earnings per share attributable to Community Health Systems, Inc. stockholders:

Basic (f)

Diluted (e), (f)

Weighted-average number of shares outstanding (d):

Basic

Diluted

Net operating revenues

Operating costs and expenses:

Salaries and benefits

Supplies

Other operating expenses

Lease cost and rent

Pandemic relief funds

Depreciation and amortization

Impairment and (gain) loss on sale of businesses, net (f)

Total operating costs and expenses

Income from operations (f)

Interest expense, net

(Gain) loss from early extinguishment of debt

Gain on sale of equity interests in Macon Healthcare, LLC

Gain from CoreTrust transaction

Equity in earnings of unconsolidated affiliates

Income before income taxes

Provision for income taxes

Net income (f)

Less: Net income attributable to noncontrolling interests

Net income attributable to Community Health Systems, Inc. stockholders

Earnings per share attributable to Community Health Systems, Inc. stockholders:

Basic (f)

Diluted (e), (f)

Weighted-average number of shares outstanding (d):

Basic

Diluted

Net income

Other comprehensive income (loss), net of income taxes:

Net change in fair value of available-for-sale debt securities, net of tax

Amortization and recognition of unrecognized pension cost components, net of tax

Other comprehensive income (loss)

Comprehensive income

Less: Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Community Health Systems, Inc. stockholders

Number of hospitals (at end of period)

Licensed beds (at end of period)

Beds in service (at end of period)

Admissions

Adjusted admissions

Patient days

Average length of stay (days)

Occupancy rate (average beds in service)

Net operating revenues

Net inpatient revenues as a % of net operating revenues

Net outpatient revenues as a % of net operating revenues

Income from operations (f)

Income from operations as a % of net operating revenues

Depreciation and amortization

Equity in earnings of unconsolidated affiliates

Net income attributable to Community Health Systems, Inc. stockholders

Net income attributable to Community Health Systems, Inc. stockholders as a % of net operating revenues

Adjusted EBITDA (c)

Adjusted EBITDA as a % of net operating revenues

Net cash provided by (used in) operating activities

Number of hospitals (at end of period)

Licensed beds (at end of period)

Beds in service (at end of period)

Admissions

Adjusted admissions

Patient days

Average length of stay (days)

Occupancy rate (average beds in service)

Net operating revenues

Net inpatient revenues as a % of net operating revenues

Net outpatient revenues as a % of net operating revenues

Income from operations (f)

Income from operations as a % of net operating revenues

Depreciation and amortization

Equity in earnings of unconsolidated affiliates

Net income attributable to Community Health Systems, Inc. stockholders

Net income attributable to Community Health Systems, Inc. stockholders as a % of net operating revenues

Adjusted EBITDA (c)

Adjusted EBITDA as a % of net operating revenues

Net cash provided by (used in) operating activities

ASSETS

Current assets

Cash and cash equivalents

Patient accounts receivable

Supplies

Prepaid income taxes

Prepaid expenses and taxes

Other current assets

Total current assets

Property and equipment:

Land and improvements

Buildings and improvements

Equipment and fixtures

Property and equipment

Less accumulated depreciation and amortization

Property and equipment, net

Goodwill

Deferred income taxes

Other assets, net of accumulated amortization of $1,392 and $1,216 at December 31, 2022 and 2021, respectively

Total assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Current maturities of long-term debt

Current operating lease liabilities

Accounts payable

Accrued liabilities:

Employee compensation

Accrued interest

Other

Total current liabilities

Long-term debt (g)

Deferred income taxes

Long-term operating lease liabilities

Other long-term liabilities

Total liabilities

Redeemable noncontrolling interests in equity of consolidated subsidiaries

STOCKHOLDERS’ DEFICIT

Community Health Systems, Inc. stockholders’ deficit:

Preferred stock, $.01 par value per share, 100,000,000 shares authorized; none issued

Common stock, $.01 par value per share, 300,000,000 shares authorized; 134,703,717 shares issued and outstanding at December 31, 2022, and 132,146,282 shares issued and outstanding at December 31, 2021

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total Community Health Systems, Inc. stockholders’ deficit

Noncontrolling interests in equity of consolidated subsidiaries

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Cash flows from operating activities

Net income

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

Deferred income taxes

Stock-based compensation expense

Impairment and (gain) loss on sale of businesses, net (f)

(Gain) loss from early extinguishment of debt

Gain on sale of equity interests in Macon Healthcare, LLC

Gain from CoreTrust transaction

Other non-cash expenses, net

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

Patient accounts receivable

Supplies, prepaid expenses and other current assets

Repayment/derecognition of Medicare accelerated payments

Accounts payable, accrued liabilities and income taxes

Other

Net cash provided by (used in) operating activities

Cash flows from investing activities

Acquisitions of facilities and other related businesses

Purchases of property and equipment

Proceeds from disposition of hospitals and other ancillary operations

Proceeds from sale of property and equipment

Purchases of available-for-sale debt securities and equity securities

Proceeds from sales of available-for-sale debt securities and equity securities

Purchases of investments in unconsolidated affiliates

Proceeds from sale of equity interests in Macon Healthcare, LLC

Distribution of CoreTrust proceeds

Increase in other investments

Net cash used in investing activities

Cash flows from financing activities

Repurchase of restricted stock shares for payroll tax withholding requirements

Deferred financing costs and other debt-related costs

Proceeds from noncontrolling investors in joint ventures

Redemption of noncontrolling investments in joint ventures

Distributions to noncontrolling investors in joint ventures

Other borrowings

Issuance of long-term debt

Proceeds from ABL facility

Repayments of long-term indebtedness

Net cash used in financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Both financial and statistical results include the operating results of divested or closed businesses for the periods prior to the consummation of the respective divestiture or closing. Same-store operating results and statistical information exclude businesses divested in 2021 and 2022, businesses closed in 2022 and one hospital opened in 2022. There were no discontinued operations reported for 2022 and 2021.

The following table provides information needed to calculate earnings per share, which is adjusted for income attributable to noncontrolling interests (in millions):

Net income attributable to Community Health Systems, Inc. stockholders:

Net income

Less: Income attributable to noncontrolling interests, net of taxes

Net income attributable to Community Health Systems, Inc. stockholders — basic and diluted

EBITDA is a non-GAAP financial measure which consists of net income attributable to Community Health Systems, Inc. before interest, income taxes, and depreciation and amortization. Adjusted EBITDA, also a non-GAAP financial measure, is EBITDA adjusted to add back net income attributable to noncontrolling interests and to exclude loss (gain) from early extinguishment of debt, impairment and (gain) loss on sale of businesses, gain on sale of equity interests in Macon Healthcare, LLC, expense related to government and other legal matters and related costs, expense incurred in the fourth quarter of 2020 related to the settlement of certain professional liability claims for which the third-party insurers’ obligation to insure the Company against the underlying loss was being litigated along with income during the fourth quarter of 2021 associated with the settlement of such litigation for the recovery of amounts covered by such third-party insurance policies, expense related to employee termination benefits and other restructuring charges, the impact of a change in estimate to increase the professional liability claims accrual recorded during the fourth quarter of 2022 with respect to claims incurred in prior years related to divested locations, the gain on sale by HealthTrust of a majority interest in CoreTrust and expense from settlement and fair value adjustments on the contingent value right agreement liability related to the HMA legal proceedings and related legal expenses. The Company has included adjustments to Adjusted EBITDA during the fourth quarter of 2022 in relation to the impact of the change in estimate to increase the professional liability claims accrual with respect to claims incurred in prior years related to divested locations and the gain on sale by HealthTrust of a majority interest in CoreTrust, as noted above, in light of the fact that the Company believes that the exclusion of these items is consistent with the intended purpose of Adjusted EBITDA in assessing the Company’s operational performance and comparing the Company’s operational performance between periods. The Company has from time to time sold noncontrolling interests in certain of its subsidiaries or acquired subsidiaries with existing noncontrolling interest ownership positions. The Company believes that it is useful to present Adjusted EBITDA because it adds back the portion of EBITDA attributable to these third-party interests. The Company reports Adjusted EBITDA as a measure of financial performance. Adjusted EBITDA is a key measure used by management to assess the operating performance of the Company’s hospital operations and to make decisions on the allocation of resources. Adjusted EBITDA is also used to evaluate the performance of the Company’s executive management team and is one of the primary metrics used in connection with determining short-term cash incentive compensation and the achievement of vesting criteria with respect to performance-based equity awards. In addition, management utilizes Adjusted EBITDA in assessing the Company’s consolidated results of operations and operational performance and in comparing the Company’s results of operations between periods. The Company believes it is useful to provide investors and other users of the Company’s financial statements this performance measure to align with how management assesses the Company’s results of operations. Adjusted EBITDA also is comparable to a similar metric called Consolidated EBITDA, as defined in the Company’s asset-based loan facility (the “ABL Facility”) and the Company’s existing note indentures, which is a key component in the determination of the Company’s compliance with certain covenants under the ABL Facility and such note indentures (including the Company’s ability to service debt and incur capital expenditures), and is used to determine the interest rate and commitment fee payable under the ABL Facility (although Adjusted EBITDA does not include all of the adjustments described in the ABL Facility). Adjusted EBITDA includes the Adjusted EBITDA attributable to hospitals that were divested during the course of such year, but in each case solely to the extent relating to the period prior to the consummation of the applicable divestiture.

Net income attributable to Community Health Systems, Inc. stockholders

Adjustments:

(Benefit from) provision for income taxes

Depreciation and amortization

Net income attributable to noncontrolling interests

Interest expense, net

(Gain) loss from early extinguishment of debt

Impairment and (gain) loss on sale of businesses, net

Gain from CoreTrust transaction

Gain on sale of equity interests in Macon Healthcare, LLC

Expense from government and other legal matters and related costs

(Income) expense from the settlement of professional liability claims for which the third-party insurers’ obligation to insure the Company for the underlying loss has been settled

Expense related to employee termination benefits and other restructuring charges

Change in estimate for professional claims liability related to divested locations

Adjusted EBITDA

The following table sets forth components reconciling the basic weighted-average number of shares to the diluted weighted-average number of shares (in millions):

Weighted-average number of shares outstanding - basic

Add effect of dilutive securities:

Stock awards and options

Weighted-average number of shares outstanding - diluted

The following supplemental table reconciles net income attributable to Community Health Systems, Inc. stockholders, as reported, on a per share (diluted) basis, to net income (loss) attributable to Community Health Systems, Inc. stockholders per share (diluted) with the adjustments described herein (total per share amounts may not add due to rounding). The Company believes that the presentation of non-GAAP adjusted net income (loss) attributable to Community Health Systems, Inc. stockholders per share (diluted) presents useful information to investors by highlighting the impact on net income attributable to Community Health Systems, Inc. stockholders per share (diluted) of selected items used in calculating Adjusted EBITDA which may not reflect the Company’s underlying operating performance and assisting in comparing the Company’s results of operations between periods.

Net income per share (diluted), as reported

Adjustments:

(Gain) loss from early extinguishment of debt

Impairment and (gain) loss on sale of businesses, net

Gain from CoreTrust transaction

Gain on sale of equity interests in Macon Healthcare, LLC

Expense from government and other legal matters and related costs

(Income) expense from the settlement of professional liability claims for which the third-party insurers’ obligation to insure the Company for the underlying loss has been settled

Expense related to employee termination benefits and other restructuring charges

Change in estimate for professional claims liability related to divested locations

Net income (loss) per share (diluted), excluding adjustments

Both income from operations and net income included a net non-cash expense of $17 million and less than $1 million for the three months ended December 31, 2022 and 2021, respectively, and $71 million and $24 million for the years ended December 31, 2022 and 2021, respectively, primarily from impairment charges to reduce the value of certain long-lived assets at businesses the Company identified for closure, sale or sold and also gains on the sale of certain businesses during such periods. These impairment charges do not have an impact on the calculation of the Company’s financial covenants under the ABL Facility.

The maximum aggregate principal amount under the ABL Facility is $1.0 billion, subject to borrowing base capacity. At December 31, 2022, the Company had outstanding borrowings of $53 million and approximately $852 million of additional borrowing capacity (after taking into consideration $83 million of outstanding letters of credit) under the ABL Facility.

Net operating revenues (in millions)

Adjusted EBITDA (in millions)

Net loss per share—diluted

Weighted-average diluted shares (in millions)

The Company’s projections exclude the following:

Effect of debt refinancing activities, including gains and losses from early extinguishment of debt;

Impairment of goodwill and long-lived assets;

Previously recorded pandemic relief funds and the potential recognition of additional pandemic relief funds;

The impact of any potential future divestitures;

Gains or losses from the sales of businesses;

Employee termination benefits and restructuring costs;

Resolution of government investigations or other significant legal settlements;

Costs incurred in connection with divestitures; and

Other significant gains or losses that neither relate to the ordinary course of business nor reflect the Company’s underlying business performance.

Expressed as a percentage of net operating revenues, depreciation and amortization of approximately 4.2% for 2023. Additionally, this is a fixed cost and the percentages may vary based on changes in net operating revenues. Such amounts exclude the possible impact of any future hospital fixed asset impairments.

Interest expense is estimated to be between $815 million and $835 million while cash paid for interest, which excludes the amortization of deferred financing costs, is expected to be $760 million to $780 million. Total fixed rate debt is expected to average approximately 100% of total debt during 2023.

Expressed as a percentage of net operating revenues, net income attributable to noncontrolling interests of approximately 1.1% to 1.2% for 2023.

Expressed as a percentage of net operating revenues, provision for income taxes of approximately 0.8% to 0.9% for 2023.

Net loss attributable to Community Health Systems, Inc. stockholders (1)

Adjustments:

Depreciation and amortization

Interest expense, net

Provision for income taxes

Net income attributable to noncontrolling interests

Adjusted EBITDA (1)

The Company does not include in this reconciliation the impact of certain items not included in the Company’s forecast set forth above that would be included in a reconciliation of historical net income (loss) attributable to Community Health Systems, Inc. stockholders to Adjusted EBITDA such as, but not limited to, losses (gains) from early extinguishment of debt, impairment and (gain) loss on sale of businesses and expense from government and other legal matters and related costs, in light of the fact that such items are not determinable, and/or the inherent difficulty in quantifying such projected amounts, on a forward-looking basis.

Capital expenditures are projected as follows (in millions):

Total

Net cash provided by operating activities are projected as follows (in millions):

Total

Diluted weighted-average shares outstanding are projected to be approximately 130 million to 131 million for 2023.

general economic and business conditions, both nationally and in the regions in which we operate, including the current negative macroeconomic conditions, ongoing inflationary pressures that have significantly increased and may continue to significantly increase our expenses, the current high interest rate environment, ongoing challenging labor market conditions and labor shortages, and supply chain shortages and disruptions, as well as the current and/or potential future adverse impact of such economic conditions and other factors on our net operating revenues (including our service mix, revenue mix, payor mix and/or patient volumes) and our ability to collect outstanding receivables;

developments related to COVID-19, including, without limitation, related to the length and severity of the pandemic; the volume of canceled or rescheduled procedures; and the spread of potentially more contagious and/or virulent forms of the virus, including variants of the virus for which currently available vaccines, treatments and tests may not be effective or authorized;

uncertainty regarding the magnitude and timing of any future payments or benefits we may receive or realize under the Coronavirus Aid, Relief and Economic Security Act, the Paycheck Protection Program and Health Care Enhancement Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021 and any other future stimulus or relief measures related to COVID-19;

the impact of current or future federal and state health reform initiatives, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”), and the potential for changes to the Affordable Care Act, its implementation or its interpretation (including through executive orders and court challenges);

the extent to and manner in which states support increases, decreases or changes in Medicaid programs, implement health insurance exchanges or alter the provision of healthcare to state residents through legislation, regulation or otherwise;

the future and long-term viability of health insurance exchanges and potential changes to the beneficiary enrollment process;

risks associated with our substantial indebtedness, leverage and debt service obligations, including our ability to refinance such indebtedness on acceptable terms or to incur additional indebtedness, and our ability to remain in compliance with debt covenants;

demographic changes;

changes in, or the failure to comply with, federal, state or local laws or governmental regulations affecting our business;

potential adverse impact of known and unknown legal, regulatory and governmental proceedings and other loss contingencies, including governmental investigations and audits, and federal and state false claims act litigation;

our ability, where appropriate, to enter into and maintain provider arrangements with payors and the terms of these arrangements, which may be further affected by the increasing consolidation of health insurers and managed care companies and vertical integration efforts involving payors and healthcare providers;

changes in, or the failure to comply with, contract terms with payors and changes in reimbursement policies or rates paid by federal or state healthcare programs or commercial payors;

any security breaches, cyber-attacks, loss of data, other cybersecurity threats or incidents, and any actual or perceived failures to comply with legal requirements governing the privacy and security of health information or other regulated, sensitive or confidential information, or legal requirements regarding data privacy or data protection, and the impact of the security breach announced by us on February 13, 2023, including legal, reputational, and financial risks associated with this security breach, the results of our ongoing investigation of this security breach, any potential regulatory inquiries and/or litigation to which we may become subject in connection with this security breach, and the extent of remediation and other additional costs that may be incurred by us in connection with this security breach;

any potential impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets;

changes in inpatient or outpatient Medicare and Medicaid payment levels and methodologies;

the effects related to the implementation of the sequestration spending reductions pursuant to both the Budget Control Act of 2011 and the Pay-As-You-Go Act of 2010 and the potential for future deficit reduction legislation;

increases in the amount and risk of collectability of patient accounts receivable, including decreases in collectability which may result from, among other things, self-pay growth and difficulties in recovering payments for which patients are responsible, including co-pays and deductibles;

the efforts of insurers, healthcare providers, large employer groups and others to contain healthcare costs, including the trend toward value-based purchasing;

the impact of competitive labor market conditions and the shortage of nurses, including in connection with our ability to hire and retain qualified nurses, physicians, other medical personnel and key management, and increased labor expenses as a result of such competitive labor market conditions, inflation and competition for such positions;

any failure to obtain medical supplies or pharmaceuticals at favorable prices;

liabilities and other claims asserted against us, including self-insured professional liability claims;

competition;

trends toward treatment of patients in less acute or specialty healthcare settings, including ambulatory surgery centers or specialty hospitals or via telehealth;

changes in medical or other technology;

changes in U.S. GAAP;

the availability and terms of capital to fund any additional acquisitions or replacement facilities or other capital expenditures;

our ability to successfully make acquisitions or complete divestitures, our ability to complete any such acquisitions or divestitures on desired terms or at all, the timing of the completion of any such acquisitions or divestitures, and our ability to realize the intended benefits from any such acquisitions or divestitures;

the impact that changes in our relationships with joint venture or syndication partners could have on effectively operating our hospitals or ancillary services or in advancing strategic opportunities;

our ability to successfully integrate any acquired hospitals and/or outpatient facilities, or to recognize expected synergies from acquisitions;

the impact of severe weather conditions and climate change, as well as the timing and amount of insurance recoveries in relation to severe weather events;

our ability to obtain adequate levels of insurance, including cyber, general liability, professional liability, and directors and officers liability insurance;

timeliness of reimbursement payments received under government programs;

effects related to pandemics, epidemics, or outbreaks of infectious diseases, including the coronavirus causing the disease known as COVID-19;

any failure to comply with our obligations under license or technology agreements;

challenging economic conditions in non-urban communities in which we operate;

the concentration of our revenue in a small number of states;

our ability to realize anticipated cost savings and other benefits from our current strategic and operational cost savings initiatives;

any changes in or interpretations of income tax laws and regulations; and

the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2022 and other filings filed with the SEC.