e11vk
FORM 11-K For Annual Reports of Employee Stock Purchase, Savings and Similar Plans
Pursuant
to Section 15(d) of the Securities Exchange Act of 1934
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (FEE REQUIRED) |
For the year ended December 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from to
Commission file number 001-15925
CHS/COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
(Formerly known as the Community Health Systems, Inc. 401(k) Plan)
CHS/COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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13-3893191 |
(State or other jurisdiction of incorporation or
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(I.R.S. Employer |
organization)
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Identification Number) |
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4000 Meridian Boulevard |
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Franklin, Tennessee
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37067 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (615) 465-7000
CHS/COMMUNITY
HEALTH SYSTEMS, INC. 401(k) PLAN
TABLE OF CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM |
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1 |
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FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2009 AND 2008: |
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Statements of Net Assets Available for Benefits |
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2 |
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Statements of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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4 |
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SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2009 |
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Form 5500, Schedule H, Part IV, Line 4i
Schedule of Assets (Held at End of Year) |
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16 |
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SIGNATURES |
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18 |
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EXHIBIT INDEX |
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19 |
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Schedules other than that listed above have been omitted due to the absence of the conditions under
which they are required.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and the Retirement Committee of
CHS/Community Health Systems, Inc. 401(k) Plan
(formerly known as the Community Health Systems, Inc. 401(k) Plan)
Franklin, Tennessee
We have audited the accompanying statements of net assets available for benefits of the
CHS/Community Health Systems, Inc. 401(k) Plan (the Plan) (formerly known as the Community Health
Systems, Inc. 401(k) Plan) as of December 31, 2009 and 2008, and the related statements of changes
in net assets available for benefits for the years then ended. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets
available for benefits for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2009
is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plans management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2009 financial statements
and, in our opinion, is fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
June 29, 2010
CHS/COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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ASSETS |
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Investments at fair value: |
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Participant-directed investments |
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28,762,098 |
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$ |
249,281,311 |
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Participant notes receivable |
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501,418 |
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10,235,468 |
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Total investments |
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29,263,516 |
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259,516,779 |
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Receivables: |
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Participant contributions |
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120,044 |
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2,050,965 |
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Employer matching contribution |
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1,022,857 |
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15,238,572 |
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Total receivables |
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1,142,901 |
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17,289,537 |
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TOTAL ASSETS |
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30,406,417 |
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276,806,316 |
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LIABILITIES |
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Forfeitures in suspense |
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275,160 |
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Administrative fees |
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13,173 |
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TOTAL LIABILITIES |
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288,333 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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30,406,417 |
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276,517,983 |
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Adjustments from fair value to contract value for fully benefit -
responsive stable value funds |
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(125,374 |
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3,120,168 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
30,281,043 |
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$ |
279,638,151 |
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See notes
to financial statements
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CHS/COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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Additions to net assets attributed to: |
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Investment income (loss): |
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Appreciation (depreciation)
in fair value of investments |
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6,142,415 |
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(131,106,228 |
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Interest |
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39,246 |
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626,708 |
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Dividends |
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713,662 |
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6,087,143 |
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Net investment income (loss) |
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6,895,323 |
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(124,392,377 |
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Contributions: |
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Participant |
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3,965,497 |
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56,600,728 |
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Rollover |
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2,473,178 |
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12,525,439 |
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Employer matching |
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2,386,025 |
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15,378,395 |
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Total contributions |
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8,824,700 |
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84,504,562 |
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Transfers in to plan |
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437,491,304 |
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Net additions |
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453,211,327 |
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(39,887,815 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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3,849,612 |
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33,425,751 |
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Transfers out of plan |
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698,266,321 |
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9,933,060 |
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Forfeitures in suspense |
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277,617 |
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Participant paid administrative fees |
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452,502 |
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237,107 |
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Total deductions |
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702,568,435 |
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43,873,535 |
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Net decrease |
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(249,357,108 |
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(83,761,350 |
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Net assets available for benefits: |
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Beginning of year |
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279,638,151 |
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363,399,501 |
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End of year |
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$ |
30,281,043 |
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$ |
279,638,151 |
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See notes
to financial statements
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CHS/COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
1. DESCRIPTION OF THE PLAN
General. CHS/Community Health Systems, Inc., a Delaware corporation (the Company) is the sponsor
of the CHS/Community Health Systems, Inc. 401(k) Plan (the Plan). The Plan, formerly named the
Community Health Systems, Inc. 401(k) Plan, was initially adopted in 1987, and operates pursuant to
an amended and restated Plan document dated as of January 1, 2009, and subsequent amendments. The
Company is a wholly-owned subsidiary of Community Health Systems, Inc., a Delaware corporation
whose stock is publicly traded on the NYSE under the trading symbol CYH (hereinafter, the
Parent). The Plan has been adopted by the Company, as well as certain wholly-owned and
majority-owned subsidiaries that have employees. The Plan and related trust are maintained for the
exclusive benefit of the Plan participants, and no part of the trust may ever revert to the
Company, except that forfeitures of any unvested portion of a Participants Matching Contribution
Account may offset future Company contributions or pay for Plan expenses. Participants should
refer to the Plan for a complete description of the Plan.
Effective July 25, 2007, the Company acquired Triad Hospitals, Inc. (Triad). Through December 31,
2008, the Company maintained certain defined contribution plans established by Triad for its
employees, and those employees were not eligible to participate in this Plan. Effective January 1,
2009, the Company (a) amended and restated the Plan, and (b) merged the Triad Hospitals, Inc.
Retirement Savings Plan (Triad RSP), the Abilene Physicians Group 401(k) Plan and Trust, and the
Regional Employee Assistance Program 401(k) Plan with and into the Plan. Approximately $437.5
million of participant accounts were transferred to the Plan in connection with such merger. Also
effective January 1, 2009, the Company established the CHS Retirement Savings Plan (CHS RSP), and
approximately $698.3 million of the accounts of the participants in the Plan who are participants
in the new CHS RSP were transferred to the CHS RSP. As a result of the aforementioned plan
amendments and mergers, beginning as of January 1, 2009, former Triad employees became eligible to
participate in the CHS RSP.
The Plan continues as a 401(k) plan. However, since the January 1, 2009 creation of the CHS RSP,
the eligibility for the Plan is limited to employees of certain subsidiaries of the Company,
including primarily certain employees whose employment is governed by a collective bargaining
agreement or who are otherwise represented by a union bargaining unit. The employer contributions
to the Plan vary by facility. The Plan is essentially designed to be an umbrella plan that will
accommodate various plan designs, including those with no matching contributions, those with
matching contributions, and those with nonelective profit-sharing contributions.
Participation in the Plan is generally available to employees after completion of six months of
eligible service, as defined in the Plan document, provided the employee has reached his or her
21st birthday. Eligible service generally includes all previous service with an
employer of an acquired facility. Additionally, any employee who was a participant in the Plan
prior to the January 1, 2009 amendment and restatement shall continue to be eligible to participate
in the Plan.
Russell County Medical Center was divested on February 1, 2008 and ceased participation in the Plan
on that date.
Mineral Area Regional Medical Center, Parkway Medical Center, Hartselle Medical Center, Woodland
Community Hospital and White County Community Hospital were divested on March 1, 2008 and ceased
participation in the Plan on that date.
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Deaconess Medical Center and Valley Hospital and Medical Center (collectively, Spokane) were
acquired by a subsidiary of the Company on October 1, 2008 and commenced participation in the Plan
on that date. Effective as of January 1, 2009, the Company established the CHS Spokane 401(k) Plan
(the Spokane Plan) for the exclusive benefit of certain Spokane employees covered by a collective
bargaining contract and their beneficiaries. The accounts of participants in the Plan who are
participants in the Spokane Plan were transferred to the Spokane Plan in 2009.
Wilkes-Barre General Hospital was acquired by a subsidiary of the Company on April 30, 2009 and
commenced participation in the Plan on May 1, 2009.
All capitalized terms not defined herein have the definition as set forth in the Plan document.
Administration. The Plan is administered by the Companys Retirement Committee of not less than
three persons, all appointed by the Companys Board of Directors. The Retirement Committee is
responsible for carrying out the provisions of the Plan. Principal Trust Company was appointed by
the Company as the Trustee for the Plan effective as of January 1, 2009. For periods prior to
January 1, 2009, the appointed Trustee was Scudder Trust Company (Scudder). The Trustee holds,
invests and administers the trust assets and contributions of the Plan.
Contributions. Eligible employees electing to participate in the Plan may make contributions by
payroll deductions up to 50% of their Compensation to the extent contributions do not exceed
Internal Revenue Code (Code) imposed limitations on contributions ($16,500 for 2009 Plan year and
$15,500 for 2008 Plan year). Participants who attained age 50 by the close of the calendar year
were eligible to make catch-up contributions up to $5,500 for 2009 and $5,000 for 2008. Employee
contributions beyond specific Plan thresholds are returned to the participants. The employer may
make an Employer Matching Contribution to the Plan; however, any salary deferrals that are catch-up
contributions will not be matched. In the year of a participants death or disability, the
participant or designated beneficiary will share in any Employer Matching Contribution for the year
regardless of the amount of service completed during the Plan Year. Employer Matching Contribution
percentages are determined by each employer and vary by location within the Plan. In addition to
the standard Employer Matching Contribution, an additional contribution is made on behalf of
certain participants at McKenzie-Willamette (Springfield, OR) based upon each of those
participants years of service and dates of employment. The Employer Matching Contributions and
discretionary contributions (which are made in cash) deposited into the participants accounts were
of $2,386,025 for 2009 and $15,238,572 for 2008.
Participant Accounts. Individual accounts are maintained for each Plan participant. A
participants account balance generally represents the sum of all accounts being maintained for the
participant, which represents the participants total interest in the Plan. To the extent
applicable, a participant may have any or all of the following notational accounts:
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After-Tax Voluntary Contribution Account
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The value of any after-tax
employee contributions
voluntarily made to the Plan
by the participant. |
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Elective Deferral Account
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The value of the employees
total interest in the Plan
resulting from elective
deferrals. Unless
specifically stated
otherwise, a participants
Elective Deferral Account
will refer to both the
Pre-Tax Elective Deferral
Account and the Roth Elective
Deferral Account. |
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Matching Contribution Account
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The value of the employees
total interest in the Plan
resulting from any employer
contributions to the Plan on
account of a Participants
elective deferrals. |
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Nonelective Contribution Account
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The value of the employees
total interest in the Plan
resulting from any employer
contribution to the Plan
other than a participants
elective deferrals, Employer
Matching Contributions,
Qualified Matching
Contributions, and Qualified
Nonelective Contributions. |
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Qualified Matching Contribution Account
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The value of the employees
total interest in the Plan
resulting from Qualified
Matching Contributions. |
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Qualified Nonelective Contribution Account
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The value of the employees
total interest in the Plan
resulting from Qualified
Nonelective Contributions. |
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Rollover Account
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The value of the employees
total interest in the Plan
resulting from amounts that
are rolled over from another
plan or an Individual
Retirement Account. |
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Transfer Account
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The value of the employees
total interest in the Plan
resulting from amounts that
are transferred to this Plan
from another plan pursuant to
a direct plan-to-plan
transfer. |
A participants account balance may also consist of any other account, including an overlapping
account or sub-account, necessary for the administration of the Plan. The benefit to which a
participant is entitled is the benefit that can be provided from the participants vested account.
Amendments. The First Amendment to the Plan was effective principally on January 1, 2009 to change
the name of the plan from Community Health Systems, Inc. 401(k) Plan to CHS/Community Health
Systems, Inc. 401(k) Plan. Additionally, the Plan was amended to reflect the eligibility schedule
for collective bargaining unit employees at McKenzie-Willamette Medical Center, to clarify the
timing of the Employer Matching Contribution to be at the employers discretion, and to provide for
a variety of legislative updates including delaying the Required Minimum Distributions for 2009.
The Second Amendment to the Plan
was effective principally on May 1, 2009 to modify
the definition of "Eligible Employees" to include employees of Wilkes-Barre Hospital
Company, LLC whose employment is governed by a collective bargaining agreement.
The Plan was also amended to provide for the inclusion of an Employer Matching
Contribution on behalf of those participants who are employed by Wilkes-Barre Hospital
Company, LLC; Pottstown Hospital Company, LLC and Pottstown Imaging Company,
LLC. Furthermore, the Second Amendment provided for the termination of the
discretionary Employer Matching Contribution as of December 31, 2009 for each
physician employee of Pottstown Hospital Company, LLC, who is neither a hospital-based physician
nor a highly compensated employee. Finally, the Second Amendment
modified the definition of the Nonelective Contribution for employees of McKenzie-Willamette
Medical Center Associates, LLC or Willamette Valley Medical Center, LLC
whose employment is governed by a collective bargaining agreement.
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Vesting. The balance in the participants After-Tax Voluntary Contribution and Rollover Accounts
is at all times fully vested and non-forfeitable. A participant becomes 20% vested in the Matching
Contributions and Nonelective Contributions Accounts after one year of service and an additional
20% for each year of service thereafter until fully vested. A participant is credited generally
with one year of service if the participant works 500 or more hours during the Plan Year.
Termination of participation in the Plan prior to the scheduled vesting period results in
forfeiture of the unvested portion of a participants account balance. These forfeitures are
applied to pay Plan expenses or reduce the Employer Matching Contributions made to the Plan in
future periods. Forfeitures of $167,329 and $275,160 were applied against the Employer Matching
Contributions for the years ended December 31, 2009 and 2008, respectively.
Payment of Benefits. A participant or designated beneficiary is entitled to a distribution of the
total value of the participants account balance upon retirement at age 65, becoming disabled or
death. Upon termination of employment before the participants 65th birthday for reasons other
than death or disability, the participant is entitled to receive only the vested portion of his or
her account balance. While employed, participants may borrow from their accounts in the form of a
loan or can withdraw from their accounts in the event of financial hardship. Such hardship
withdrawals are limited to the value of the Pre-Tax Elective Deferral and Roth Elective Deferral
Accounts. The Administrator requires a participant requesting a hardship withdrawal to demonstrate
an immediate and heavy financial need which cannot be reasonably satisfied from other resources
available to the participant. In addition, participants may make certain other withdrawals while
employed in accordance with the Plan.
Funding. The Company generally transfers some or all of the Employer Matching Contribution to the
Trustee after the close of the Plan Year and prior to the time it files its tax return (with
extensions).
Investments Options. Contributions to the Plan are invested by the Trustee according to the
participants instruction in one or a combination of several fund options. Participants may change
their investment election or initiate transfers between funds by giving notice to the Trustee.
Plan Termination. Although it has not expressed any intent to do so, the Companys Board of
Directors has the right to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event of
Plan termination, participants will become 100% vested in their respective accounts.
Participant Notes Receivable. Participants may borrow from their accounts up to the lesser of
$50,000 or 50% of their account balance. All loans must be adequately secured, generally by the
participants vested interest in the Plan, and will bear a reasonable rate of fixed interest as
determined by the Administrator at the time of loan origination. Loan terms may not exceed five
years; however, if the loan is for the purchase of a participants primary residence, the
Administrator may permit a longer repayment term. Principal and interest is paid ratably over the
term of the loan through payroll deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting. The Plans financial statements are prepared in accordance with accounting
standards generally accepted in the United States of America.
Use of Estimates and Risks and Uncertainties. The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, and changes therein and disclosures of contingent assets and liabilities. Actual
results could differ from these estimates. The Plan utilizes various investment instruments.
Investment securities, in general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with certain investment securities,
it is
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reasonably possible that changes in the values of investment securities will occur in the near term
and that such changes could materially affect the amounts reported in the financial statements.
Valuation of Investments and Income Recognition. The Plans investments are stated at fair value.
Fair value of a financial instrument is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement
date. Securities traded on the national securities exchange are valued at the last reported sales
price on the last business day of the Plan year. Money market funds are stated at amortized cost,
which approximates fair value. Mutual funds can be held as individual plan assets or as part of a
pooled separate account. Mutual funds have publicly available prices that are quoted daily. In
addition, underlying asset information is publicly available for each fund. Pooled Separate
Accounts (PSA) are made up of a wide variety of underlying investments such as equities, bonds, and mutual funds. The Net Asset Value (NAV) of a PSA is based on the
market value of its underlying investments. The PSA NAV is not a publicly-quoted price in an active
market. Participant loans are valued at their outstanding balance, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on an accrual basis. Dividends are recorded on the ex-dividend date.
The CHS Stable Value Fund and Scudder Stable Value Fund contain contracts which are fully
benefit-responsive. The statements of net assets available for benefits present investment
contracts at fair value, which is the NAV of the contracts underlying investments. The fair value
of the investment contracts is based on the NAV of its underlying investments, while contract value
is principal balance plus accrued interest. The statements of net assets available for benefits
additionally include a line item showing an adjustment for fully benefit-responsive contracts from
fair value to contract value. Activity of the CHS Stable Value Fund and Scudder Stable Value Fund
in the statements of changes in net assets available for benefits is presented on a contract value
basis.
Prior to the January 1, 2009 Plan amendment and restatement, participant investments in the
Companys stock fund were held in a unitized stock portfolio. Effective with the Plan amendment and
restatement, participant investments in the Companys stock fund are valued on a per-share basis.
Such stock is reported at fair value.
Expenses. The plan permits the payment of Plan expenses to be made from the Plans assets. If
expenses are paid using the Plans assets, then the expenses will generally be allocated among the
accounts of all participants in the Plan. These expenses will be allocated either proportionately
based on the value of the account balances or as an equal dollar amount based on the number of
participants in the Plan. The method of allocating the expenses depends on the nature of the
expense itself. Certain administrative or recordkeeping expenses would typically be allocated
proportionately to each Participant. There are certain other expenses that may be paid from an
individual participants account. These are expenses that are specifically incurred by, or
attributable to a particular participant. Participants paid an aggregate of $452,502 and $316,415
in administrative costs to the Trustee in 2009 and 2008, respectively. All other expenses incurred
in the administration of the Plan are borne by the Company. The Company paid $110,870 and $298,135
for Plan expenses in 2009 and 2008, respectively.
Payment of Benefits. Benefits are recorded when paid.
New Accounting Pronouncement. In May 2009, the FASB issued ASC 855 (originally issued as FASB
Statement No. 165, Subsequent Events) to establish general standards of accounting for and
disclosing events that occur after the balance sheet date, but prior to the issues of financial
statements. ASC 855 provides guidance on when financial statements should be adjusted for
subsequent events and requires companies to disclose subsequent events; it requires certain
companies to disclose the date through which subsequent events have been evaluated. ASC 855 is
effective for reporting periods ending after June 15, 2009.
- 8 -
The FASBs Accounting Standards Codification (ASC) became effective July 1, 2009. At that date, the
ASC became FASBs official source of authoritative U.S. generally accepted accounting principles
applicable to all public and nonpublic nongovernmental entities, superseding existing guidance
issued by the FASB, the American Institute of Certified Public Accountants, the Emerging Issues
Task Force and other related literature.
In 2009, FASB Staff Position 157-4, Disclosures Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly (FSP), was issued and later codified into ASC 820, which expanded disclosures and
required that major category for debt and equity securities in the fair value hierarchy table be
determined on the basis of nature and risks of the investments. See Note 3 for the Plans
disclosures related to this standard.
In September 2009, the FASB issued ASU No. 2009-12, Fair Value Measurements and Disclosures:
Investments in Certain Entities That Calculate Net Asset per Share (or Its Equivalent) (ASU No.
2009-12), which amended ASC Subtopic 820-10, Fair Value Measurements and Disclosures Overall.
ASU No. 2009-12 is effective for the first reporting period ending after December 15, 2009. ASU No.
2009-12 expands the required disclosures for certain investments with a reported net asset value
(NAV). ASU No. 2009-12 permits, as a practical expedient, an entity holding investments in certain
entities that calculate net asset value per share or its equivalent for which the fair value is not
readily determinable, to measure the fair value of such investments on the basis of that net asset
value per share or its equivalent without adjustment. The ASU requires enhanced disclosures about
the nature and risks of investments within its scope. Such disclosures include the nature of any
restrictions on an investors ability to redeem its investments at the measurement date, any
unfunded commitments, and the investment strategies of the investee. The Plan has adopted ASU No.
2009-12 on a prospective basis for the year ended December 31, 2009. Adoption of the ASU had no
impact on the statements of net assets available for benefits and statement of changes in net
assets available for benefits. See also Note 5.
New Accounting Standards to Be Adopted. In January 2010, the FASB issued ASU No. 2010-06, Fair
Value Measurements and Disclosures (ASU No. 2010-06), which amends ASC 820, adding new disclosure
requirements for Levels 1 and 2, separate disclosures of purchases, sales, issuances and
settlements relating to Level 3 measurements and clarification of existing fair value disclosures.
ASU No. 2010-06 is effective for periods beginning after December 15, 2009, except for the
requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross
basis, which will be effective for fiscal years beginning after December 15, 2010. The Plan is
currently evaluating the impact ASU No. 2010-06 will have on the financial statements and
disclosures.
3. FAIR VALUE MEASUREMENTS
ASC 820, Fair Value Measurements and Disclosures, established a single authoritative definition of
fair value, set a framework for measuring fair value, and requires additional disclosures about
fair value measurements. In accordance with ASC 820, the Plan classifies its investments into Level
1, which refers to securities valued using quoted prices from active markets for identical assets;
Level 2, which refers to securities not traded on an active market but for which observable market
inputs are readily available; and Level 3, which refers to securities valued based on the lowest
level of input that is significant to the fair value measurement. The following tables set forth by
level within the fair value hierarchy a summary of the Plans investments measured at fair value on
a recurring basis at December 31, 2009 and 2008.
In accordance with the update to ASC 820 (originally issued as FSP 157-4), the table below includes
the major categorization for debt and equity securities on the basis of the nature and risk of the
investments at December 31, 2009.
- 9 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health care |
|
$ |
494,938 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
494,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common stocks |
|
|
494,938 |
|
|
|
|
|
|
|
|
|
|
|
494,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
|
959,195 |
|
|
|
|
|
|
|
|
|
|
|
959,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic stock funds |
|
|
2,361,494 |
|
|
|
469,732 |
|
|
|
|
|
|
|
2,831,226 |
|
Balanced funds |
|
|
14,398,001 |
|
|
|
|
|
|
|
|
|
|
|
14,398,001 |
|
International stock funds |
|
|
1,113,810 |
|
|
|
|
|
|
|
|
|
|
|
1,113,810 |
|
Fixed income funds |
|
|
1,766,444 |
|
|
|
|
|
|
|
|
|
|
|
1,766,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
19,639,749 |
|
|
|
469,732 |
|
|
|
|
|
|
|
20,109,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable value funds |
|
|
|
|
|
|
7,198,484 |
|
|
|
|
|
|
|
7,198,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant notes |
|
|
|
|
|
|
501,418 |
|
|
|
|
|
|
|
501,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
21,093,882 |
|
|
$ |
8,169,634 |
|
|
$ |
|
|
|
$ |
29,263,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2008 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Common stock |
|
$ |
20,063,048 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
20,063,048 |
|
Mutual funds |
|
|
170,493,986 |
|
|
|
|
|
|
|
|
|
|
|
170,493,986 |
|
Common collective trusts |
|
|
|
|
|
|
58,724,277 |
|
|
|
|
|
|
|
58,724,277 |
|
Participant notes |
|
|
|
|
|
|
10,235,468 |
|
|
|
|
|
|
|
10,235,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
190,557,034 |
|
|
$ |
68,959,745 |
|
|
$ |
|
|
|
$ |
259,516,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Although the Plan believes its valuation methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different fair value measurement.
4. INVESTMENTS
The Plans investments that represent five percent or more of the Plans net assets available for
benefits as of December 31, 2009 and 2008 are as follows:
- 10 -
|
|
|
|
|
Investment |
|
Fair Value |
As of December 31, 2009: |
|
|
|
|
CHS Stable Value Fund |
|
$ |
7,198,484 |
|
Principal LifeTime 2015 Institutional Fund |
|
|
2,892,004 |
|
Principal LifeTime 2020 Institutional Fund |
|
|
2,821,870 |
|
Principal LifeTime 2025 Institutional Fund |
|
|
2,464,828 |
|
Principal LifeTime 2030 Institutional Fund |
|
|
1,854,089 |
|
Principal LifeTime 2035 Institutional Fund |
|
|
1,624,618 |
|
|
|
|
|
|
As of December 31, 2008: |
|
|
|
|
Scudder Stable Value Fund |
|
$ |
42,827,661 |
|
American Century Strategic Allocation Moderate Fund
ADV |
|
|
32,990,523 |
|
The Growth Fund of America A |
|
|
25,161,628 |
|
Scudder Dreman High Return Equity Fund A |
|
|
22,994,342 |
|
CHS Unitized Stock Portfolio |
|
|
20,063,048 |
|
Scudder Core Fixed Income Fund A |
|
|
17,140,116 |
|
Scudder Stock Index Trust |
|
|
15,896,616 |
|
During the years ended December 31, 2009 and 2008, the Plans investments (including gains and
losses on investments bought and sold, as well as held during the year) appreciated (depreciated)
in value as follows:
|
|
|
|
|
|
|
|
|
Investment |
|
2009 |
|
|
2008 |
|
Community Health Systems, Inc. (Common Stock) |
|
$ |
5,520,246 |
|
|
$ |
(27,562,376 |
) |
Principal Diversified International Institutional Fund |
|
|
1,652,953 |
|
|
|
|
|
Principal LifeTime 2020 Institutional Fund |
|
|
1,627,285 |
|
|
|
|
|
Jennison 20/20 Focus Z Fund |
|
|
1,085,884 |
|
|
|
|
|
LargeCap
S&P 500 Index Separate Account |
|
|
1,058,342 |
|
|
|
|
|
Principal LifeTime 2050 Institutional Fund |
|
|
906,331 |
|
|
|
|
|
Allianz NFJ Small Cap Value Administrative Fund |
|
|
886,853 |
|
|
|
|
|
American Funds Growth Fund of America R4 Fund |
|
|
640,831 |
|
|
|
|
|
Principal LifeTime 2015 Institutional Fund |
|
|
628,789 |
|
|
|
|
|
Principal LifeTime 2025 Institutional Fund |
|
|
550,108 |
|
|
|
|
|
Principal LifeTime 2030 Institutional Fund |
|
|
394,544 |
|
|
|
|
|
CHS Stable Value Fund |
|
|
365,025 |
|
|
|
|
|
Principal LifeTime 2035 Institutional Fund |
|
|
346,174 |
|
|
|
|
|
Principal LifeTime 2010 Institutional Fund |
|
|
310,829 |
|
|
|
|
|
- 11 -
|
|
|
|
|
|
|
|
|
Investment |
|
2009 |
|
|
2008 |
|
Principal LifeTime 2040 Institutional Fund |
|
|
234,486 |
|
|
|
|
|
PIMCO Total Return Administrative Fund |
|
|
121,842 |
|
|
|
|
|
Principal LifeTime 2045 Institutional Fund |
|
|
110,122 |
|
|
|
|
|
JP Morgan Small Cap Equity A Fund |
|
|
108,712 |
|
|
|
|
|
Blackrock Equity Dividend I Fund |
|
|
96,689 |
|
|
|
|
|
Blackrock U.S. Opportunities Institutional Fund |
|
|
78,036 |
|
|
|
|
|
Blackrock International Opportunities Institutional Fund |
|
|
71,959 |
|
|
|
|
|
RS Emerging Markets A Fund |
|
|
60,462 |
|
|
|
|
|
Oppenheimer International Growth Y Fund |
|
|
60,264 |
|
|
|
|
|
Oppenheimer Strategic Income Y Fund |
|
|
57,726 |
|
|
|
|
|
Columbia MidCap Value Z Fund |
|
|
40,440 |
|
|
|
|
|
Mutual Global Discovery A Fund |
|
|
34,752 |
|
|
|
|
|
Allianz NFJ International Value A Fund |
|
|
29,540 |
|
|
|
|
|
JP Morgan International Equity Index A Fund |
|
|
24,119 |
|
|
|
|
|
AIM Mid Cap Core Equity A Fund |
|
|
22,410 |
|
|
|
|
|
MidCap
S&P 400 Index Separate Account |
|
|
20,974 |
|
|
|
|
|
DWS Core Fixed Income FundA |
|
|
17,883 |
|
|
|
(3,757,034 |
) |
SmallCap
S&P 600 Idex Separate Account |
|
|
11,433 |
|
|
|
|
|
AIM Global Small & Mid Cap Growth A Fund |
|
|
6,762 |
|
|
|
|
|
Principal LifeTime Strategic Income Institutional Fund |
|
|
6,690 |
|
|
|
|
|
Principal LifeTime 2055 Institutional Fund |
|
|
2,800 |
|
|
|
|
|
Principal Money Market Institutional Fund |
|
|
2,792 |
|
|
|
|
|
Templeton Growth Fund, Inc.A |
|
|
|
|
|
|
(469,713 |
) |
DWS Value Builder Fund A |
|
|
|
|
|
|
(2,310,333 |
) |
DWS Dreman High Return Equity A |
|
|
|
|
|
|
(20,438,832 |
) |
Franklin Mutual DIS FundA |
|
|
(60,225 |
) |
|
|
(1,858,334 |
) |
DWS Mid Cap Growth A Fund |
|
|
(82,206 |
) |
|
|
(5,757,527 |
) |
American Century Strategic Allocation Conservative FundA |
|
|
(318,875 |
) |
|
|
(1,326,964 |
) |
DWS Global Opportunities Fund |
|
|
(440,732 |
) |
|
|
(7,116,337 |
) |
Goldman Sachs Mid Cap Value FundA |
|
|
(450,486 |
) |
|
|
(3,616,136 |
) |
American Century Strategic Allocation Aggressive FundA |
|
|
(486,415 |
) |
|
|
(3,859,988 |
) |
Credit Suisse Small Cap Value FundA |
|
|
(523,929 |
) |
|
|
(2,327,449 |
) |
Hartford Small Company HLS IB Fund |
|
|
(608,054 |
) |
|
|
(6,802,809 |
) |
Thornburg International Value FundR4 |
|
|
(1,187,588 |
) |
|
|
(9,123,257 |
) |
DWS Stock Index Fund |
|
|
(1,335,648 |
) |
|
|
(9,342,489 |
) |
American Funds The Growth Fund of AmericaA |
|
|
(1,382,598 |
) |
|
|
(15,244,814 |
) |
American Century Strategic Allocation Moderate FundA |
|
|
(1,480,241 |
) |
|
|
(10,191,835 |
) |
DWS Strategic Value A Fund |
|
|
(2,695,676 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,142,415 |
|
|
$ |
(131,106,228 |
) |
|
|
|
|
|
|
|
- 12 -
5. STABLE VALUE FUND
The CHS Stable Value Fund (the Fund) is a collective trust fund sponsored by the Trustee. The
beneficial interest of each participant is represented by units. Units may be issued daily at the
Funds current net asset value. Distribution to the Funds unit holders is declared daily from the
net investment income and automatically reinvested in the Fund. The investment seeks current income
by investing primarily in insurance contracts issued by insurance companies, and investments from
other financial institutions which offer stability of principal. It is the policy of the Fund to
use its best efforts to maintain a stable net asset value; although there is no guarantee that the
Fund will be able to maintain this value. Withdrawals from the Fund for benefit payments and
participant transfers to noncompeting options to be paid to plan participants are made within 30
days after written notification has been received. Withdrawals, other than for benefit payments and
participant transfers to noncompeting options, are made one year after notification is received.
Participants ordinarily may direct the withdrawal or transfer of all or a portion of their
investment at contract value. Contract value represents contributions made to the Fund, plus
earnings, less participant withdrawals and administrative expenses. The Fund imposes certain
restrictions on the Plan. The fund itself may be subject to circumstances that impact its ability
to transact at contract value. Plan management believes that the occurrence of events that would
cause the Fund to transact at less than contract value is not probable.
Circumstances that would affect the ability of the Fund to transact at contract value include the
following:
Restrictions on the Plan Participant-initiated transactions are those transactions allowed by
the Plan, including withdrawals for benefits, loans, or transfers to noncompeting funds within a
plan, but excluding withdrawals that are deemed to be caused by the actions of the Company. The
following employer-initiated events may limit the ability of the Fund to transact at contract
value:
|
|
|
A failure of the Plan or its trust to qualify for exemption from federal income taxes or
any required prohibited transaction under ERISA |
|
|
|
|
Any communication given to Plan participants designed to influence a participant not to
invest in the Fund or to transfer assets out of the Fund |
|
|
|
|
Any transfer of assets from the Fund directly into a competing investment option |
|
|
|
|
The establishment of a defined contribution plan that competes with the Plan for
employee contributions |
|
|
|
|
Complete or partial termination of the Plan or its merger with another plan |
Circumstances That Impact the Fund The Fund invests in assets, typically fixed income securities
or bond funds, and enters into wrapper contracts issued by third parties. A wrap contract is an
agreement by another party, such as a bank or insurance company to make payments to the Fund in
certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain
constant NAV and protect a portfolio in extreme circumstances. In a typical wrap contract, the wrap
issuer agrees to pay a portfolio the difference between the contract value and the market value of
the underlying assets once the market value has been totally exhausted.
The wrap contracts generally contain provisions that limit the ability of the Fund to transact at
contract value upon the occurrence of certain events. These events include:
|
|
|
Any substantive modification of the Fund or the administration of the Fund that is not
permitted by the wrap issuer. |
- 13 -
|
|
|
Any change in law, regulation, or administrative ruling applicable to a plan that could
have a material adverse effect on the Funds cash flow |
|
|
|
|
Employer-initiated transactions by participating plans as described above |
In the event that wrap contracts fail to perform as intended, the Funds NAV may decline if the
market value of its assets declines. The Funds ability to receive amounts due pursuant to these
wrap contracts is dependent on the third-party issuers ability to meet their financial
obligations. The wrap issuers ability to meet its contractual obligations under the wrap contracts
may be affected by future economic and regulatory developments.
The Fund is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or maintain wrap
contracts covering all of its underlying assets. This could result from the Funds inability to
promptly find a replacement wrap contract following termination of a wrap contract. Wrap contracts
are not transferable and have no trading market. There are a limited number of wrap issuers. The
Fund may lose the benefit of wrap contracts on any portion of its assets in default in excess of a
certain percentage of portfolio assets.
6. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Principal Trust Company (in 2009)
and Scudder (in 2008). Principal Trust Company (in 2009) and Scudder Trust Company (in 2008) is the
Trustee as defined by the Plan and these transactions qualify as exempt party-in-interest
transactions. Fees paid by the Plan for the investment management services were included as a
reduction of the return earned on each fund.
At December 31, 2009 and 2008, the Plan held investments in the common stock of the Company. The
cost basis of the stock was $494,938 and $20,063,048 at December 31, 2009 and 2008, respectively.
Because the Company is the Plan Sponsor, transactions involving the Companys common stock qualify
as party-in-interest transactions for the periods presented. No dividends were declared or paid on
the stock. All of these transactions are exempt from the prohibited transaction rules.
7. FEDERAL INCOME TAX STATUS
The Plan received a determination letter dated June 16, 2004, in which the IRS stated that the Plan
was in compliance with the applicable requirements of Section 401(a) and Section 501(c) of the
Code. The Plan has been amended since receiving the determination letter. However, the
Administrator and the Plans tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Code and the Plan and related trust
continue to be tax exempt. Therefore, no provision for income taxes has been included in the Plans
financial statements.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500 as of December 31, 2009 and 2008 and a reconciliation of the increase in net
assets per the financial statements to the net income per the Form 5500 for the years ended
December 31, 2009 and 2008.
- 14 -
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Net assets available for benefits per the financial statements |
|
$ |
30,281,043 |
|
|
$ |
279,638,151 |
|
Adjustment from contract value to fair value for fully
benefit-responsive stable value funds |
|
|
125,374 |
|
|
|
(3,120,168 |
) |
Adjustments to participant loans due to deemed distributions |
|
|
(20,392 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net assets per Form 5500 |
|
$ |
30,386,025 |
|
|
$ |
276,517,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in net assets per the financial statements |
|
$ |
(249,357,108 |
) |
|
$ |
(83,761,350 |
) |
Adjustment from contract value to fair value for fully
benefit-responsive stable value funds |
|
|
3,245,542 |
|
|
|
(2,442,139 |
) |
Adjustments to participant loans due to deemed distributions |
|
|
(20,392 |
) |
|
|
|
|
Transfers in to plan |
|
|
(437,491,304 |
) |
|
|
|
|
Transfers out of plan |
|
|
698,266,321 |
|
|
|
9,933,060 |
|
|
|
|
|
|
|
|
Net (loss) income per Form 5500 |
|
$ |
14,643,059 |
|
|
$ |
(76,270,429 |
) |
|
|
|
|
|
|
|
9. SUBSEQUENT EVENTS
A Third
Amendment to the Plan became effective as of March 1, 2010 to
revise the calculation of the
Employer Matching Contribution on behalf of participants who are employed by McKenzie-Willamette
Medical Center Associates, LLC or Willamette Valley Medical Center, LLC and whose employment is
covered by a collective bargaining agreement between (i) McKenzie-Willamette Medical Center
Associates, LLC or Willamette Valley Medical Center, LLC and (ii) the Oregon Nurses Association.
- 15 -
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Identity of Issue, Borrower, |
|
(c) Description of Investment Including Maturity Date, |
|
|
|
(e) Current |
|
(a) |
|
Lessor or Similar Party |
|
Rate of Interest, Collateral, Par or Maturity Value |
|
(d) Cost ** |
|
Value |
|
|
|
Union Bond & Trust Company |
|
Principal Stable Value Fund |
|
|
|
$ |
4,902,895 |
|
|
|
Invesco |
|
Invesco Stable Value Fund |
|
|
|
|
2,295,589 |
|
* |
|
Principal Life Insurance Company |
|
LargeCap S&P 500 Index Separate Account |
|
|
|
|
377,440 |
|
* |
|
Principal Life Insurance Company |
|
MidCap S&P 400 Index Separate Account |
|
|
|
|
60,373 |
|
* |
|
Principal Life Insurance Company |
|
SmallCap
S&P 600 Index Separate Account |
|
|
|
|
31,919 |
|
* |
|
Princor Financial Services |
|
Principal Money Market Institutional Fund |
|
|
|
|
959,195 |
|
|
|
Oppenheimer Funds, Inc. |
|
Oppenheimer Strategic Income Y Fund |
|
|
|
|
450,079 |
|
|
|
PIMCO Funds |
|
PIMCO Total Return Administrative Fund |
|
|
|
|
1,316,366 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime Strategic Income Institutional Fund |
|
|
|
|
141,428 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2010 Institutional Fund |
|
|
|
|
868,104 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2015 Institutional Fund |
|
|
|
|
2,892,004 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2020 Institutional Fund |
|
|
|
|
2,821,870 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2025 Institutional Fund |
|
|
|
|
2,464,828 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2030 Institutional Fund |
|
|
|
|
1,854,089 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2035 Institutional Fund |
|
|
|
|
1,624,618 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2040 Institutional Fund |
|
|
|
|
1,043,584 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2045 Institutional Fund |
|
|
|
|
495,407 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2050 Institutional Fund |
|
|
|
|
176,242 |
|
* |
|
Princor Financial Services |
|
Principal LifeTime 2055 Institutional Fund |
|
|
|
|
15,826 |
|
|
|
BlackRock |
|
Blackrock Equity Dividend I Fund |
|
|
|
|
476,278 |
|
|
|
The American Funds |
|
American Funds Growth Fund of America R4 Fund |
|
|
|
|
760,464 |
|
|
|
Prudential Investement Management Services |
|
Jennison 20/20 Focus Z Fund |
|
|
|
|
276,123 |
|
|
|
Allianz |
|
Allianz NFJ Small Cap Value Administrative Fund |
|
|
|
|
124,314 |
|
16
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Identity of Issue, Borrower, |
|
(c) Description of Investment Including Maturity Date, |
|
|
|
(e) Current |
|
(a) |
|
Lessor or Similar Party |
|
Rate of Interest, Collateral, Par or Maturity Value |
|
(d) Cost ** |
|
Value |
|
|
|
BlackRock |
|
Blackrock U.S. Opportunities Institutional Fund |
|
|
|
|
271,171 |
|
|
|
Columbia Funds |
|
Columbia MidCap Value Z Fund |
|
|
|
|
112,555 |
|
|
|
Hartford Mutual Funds |
|
Hartford Small Company HLS IB Fund |
|
|
|
|
82,869 |
|
|
|
AIM Investments |
|
AIM Mid Cap Core Equity A Fund |
|
|
|
|
93,372 |
|
|
|
JP Morgan Funds |
|
JP Morgan Small Cap Equity A Fund |
|
|
|
|
164,348 |
|
|
|
Allianz Global Investors Fund Management |
|
Allianz NFJ International Value A Fund |
|
|
|
|
92,362 |
|
|
|
BlackRock |
|
Blackrock International Opportunities Institutional Fund |
|
|
|
|
257,921 |
|
|
|
Franklin Templeton Investments |
|
Mutual Global Discovery A Fund |
|
|
|
|
234,183 |
|
|
|
AIM Investments |
|
AIM Global Small & Mid Cap Growth A Fund |
|
|
|
|
20,713 |
|
|
|
JP Morgan Funds |
|
JP Morgan International Equity Index A Fund |
|
|
|
|
75,264 |
|
|
|
Oppenheimer |
|
Oppenheimer International Growth Y Fund |
|
|
|
|
207,805 |
|
* |
|
Princor Financial Services |
|
Principal Diversified International Institutional Fund |
|
|
|
|
82,541 |
|
|
|
RS Funds |
|
RS Emerging Markets A Fund |
|
|
|
|
143,021 |
|
* |
|
Community Health Systems, Inc. |
|
Community Health Systems, Inc. (Common Stock) |
|
|
|
|
494,938 |
|
* |
|
Various Participants |
|
Participant notes receivable with interest rates ranging from 3.25% to 8.25%
and maturity dates of 2010 through 2020 |
|
|
|
|
501,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,263,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Identified party-in-interest. |
|
** |
|
Cost information is not required for participant-directed investments and therefore is not included. |
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
|
|
Date: June 29, 2010 |
By: |
/s/ Wayne T. Smith
|
|
|
|
Wayne T. Smith |
|
|
|
Chairman of the Board
President and Chief Executive Officer |
|
|
|
|
|
Date: June 29, 2010 |
By: |
/s/ W. Larry Cash
|
|
|
|
W. Larry Cash |
|
|
|
Executive Vice President,
Chief Financial Officer and Director |
|
|
|
|
|
Date: June 29, 2010 |
By: |
/s/ T. Mark Buford
|
|
|
|
T. Mark Buford |
|
|
|
Vice President and
Chief Accounting Officer |
|
|
18
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
10.1
|
|
First Amendment to the CHS/Community Health Systems, Inc. 401(k) Plan dated
September 14, 2009 |
|
|
|
10.2
|
|
Second Amendment to the CHS/Community Health Systems, Inc. 401(k) Plan dated December 17,
2009 |
|
|
|
10.3
|
|
Third Amendment to the CHS/Community Health Systems, Inc. 401(k) Plan dated
February 22, 2010 |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
19
exv10w1
EXHIBIT 10.1
FIRST AMENDMENT TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
WHEREAS, CHS/Community Health Systems, Inc. (the Company) has previously established and
currently maintains the Community Health Systems, Inc. 401(k) Plan
(the Plan); and
WHEREAS, the Company has retained the right to amend the Plan in Section 8.1 of the Plan; and
WHEREAS, the Company desires to amend the Plan to change the name of the Plan to the
CHS/Community Health Systems, Inc. 401(k) Plan, effective as of January 1, 2009; and
WHEREAS, the Company desires to amend, for the 2009 Plan Year, the Plan to provide for a
waiver of the required minimum distributions requirement as permitted under the Worker, Retiree,
and Employer Recovery Act of 2008, effective as of January 1, 2009; and
WHEREAS, the Company desires to amend the terms of each of the Plans to comply with certain
changes made under the Pension Protection Act of 2006, Heroes Earnings Assistance and Relief Tax
Act of 2008, and (3) Worker, Retiree, and Employer Recovery Act of 2008 (other than the waiver of
required minimum distributions), effective as of January 1, 2006, or as otherwise provided for
herein;
NOW,
THEREFORE, the Plan is hereby amended in the following respects:
1. Effective as of January 1, 2009, the Plan name shall be changed to the
CHS/Community Health Systems, Inc. 401(k) Plan.
2. Effective as of January 1, 2007, the following shall be added to the end of
Section 1.24:
An individual receiving a differential wage payment, as defined by
Code §3401(h)(2), is treated as an Employee of the Employer making
the payment. The differential wage payment is treated as
Compensation, and the Plan is not treated as failing to meet the
requirements of any provision described in Code Section 414(u)(l)(C)
by reason of any contribution or benefit that is based on the
differential wage payment.
3. Effective as of January 1, 2008, Section 1.49(f) shall be revised to read as
follows:
With respect to Excess Contributions and Excess Aggregate
Contributions, Income for the period between the end of the Plan
Year and the date of the distribution (the gap period) is not
required to be distributed. The Plan Administrator will not
calculate and distribute allocable Income for the gap period.
- 1 -
4. Effective as of January 1, 2009, Section 3.1(a) shall be revised to read as
follows:
(a) Eligibility. For all Plan purposes, any Eligible Employee who
has completed 6 months of service and has attained age twenty-one
shall be eligible to participate hereunder as of the date such
Eligible Employee has satisfied such requirements. Notwithstanding
the foregoing, any Eligible Employee employed by
McKenzie-Willamette Medical Center Associates, LLC,
McKenzie-Willamette Physicians Services, LLC, or Willamette
Community Medical Group, LLC who has completed 2 months of service
shall be eligible to participate hereunder as of the date such
Eligible Employee has satisfied such requirements. However, any
Employee who was a Participant in the Plan prior to the effective
date of this amendment and restatement shall continue to
participate in the Plan.
5. Effective as of January 1, 2009, Section 3.1(b) shall be revised to read as
follows:
(b) Months of service. For purposes of this Section, an Eligible
Employee will be deemed to have completed the required number of
months of service if such Employee has been in the continuous
employ of the Employer as of the date 6 months (or 2 months, as
applicable) after his employment commencement date. For purposes
of this Section, employment commencement date shall be the first
day that an Eligible Employee is entitled to be credited with an
Hour of Service for the performance of duty; for any Eligible
Employee who terminates his initial employment prior to
satisfaction of this 6 months (or 2 months, as applicable) of
service requirement, and becomes reemployed by the Employer, his
employment commencement date shall be the date of such
reemployment
6. Effective as of January 1, 2009, the following shall be added to the end of
Section 4.2(d):
An individual is treated as having been severed from employment
during any period the individual is performing service in the
uniformed services described in Code Section 3401(h)(2)(A). If an
individual elects to receive a distribution by reason of severance
from employment, death or disability, the individual may
not make an elective deferral or employee contribution during the
6-month period beginning on the date of the distribution.
7. Effective as of January 1, 2006, the following shall be added to the end of
Section 4.2(g):
- 2 -
With respect to 401(k) plan excess deferrals made in taxable year
2007, the Administrator must calculate allocable Income for the
taxable year and also for the gap period (i.e., the period after
the close of the taxable year in which the excess deferral occurred
and prior to the distribution); provided that the Administrator
will calculate and distribute the gap period allocable income only
if the Plan administrator in accordance with the Plan terms
otherwise would allocate the gap period allocable income to the
Participants account. With respect to 401(k) plan excess deferrals
made in taxable years after 2007, gap period income may not be
distributed.
8. Effective as of January 1, 2009, Section 4.3 shall be revised to read as
follows:
Unless otherwise provided by contract or law, the Employer may make
its contribution(s) to the Plan for a particular Plan Year at such
time(s) as the Employer, in its sole discretion, determines.
However, any Matching Contributions made pursuant to Section 4.1(b)
shall be made within 12 months of the end of the Plan Year, except
that any periodic Matching Contributions made pursuant to Section
4.1(b) with respect to a Participants Elective Deferrals separately
with respect to each payroll period (or with respect to all payroll
periods ending with or within each month or quarter of a plan year)
shall be contributed to the Plan by the last day of the immediately
following Plan Year quarter. If the Employer makes a contribution
for a particular Plan Year after the close of that Plan Year, then
the Employer will designate to the Administrator the Plan Year for
which the Employer is making its contribution.
9. Effective as of January 1, 2007, the following provisions shall be added
before the last sentence in Section 4.11(d), at the end of Section 4.12(c), before the
second to the last sentence of Section 4.13(c), after the second paragraph of Section
6.4(a), at the end of Section 6.10(b)(3), after the end of the Section 6.13, and after
the end of Section 6.14(d), as follows:
For any distribution notice issued in Plan Years beginning after
December 31, 2006, the description of a Participants right, if any,
to defer receipt of a distribution also will describe the
consequences of failing to defer receipt of the distribution. For
notices issued before the 90th day after the issuance of Treasury
regulations (unless future Revenue Service guidance otherwise
requires), the notice will include: (i) a description indicating the
investment options available under the Plan (including fees) that
will be available if the Participant defers distribution; and (ii)
the portion of the summary plan description that contains any
special rules that might affect materially a Participants decision
to defer.
- 3 -
10. Effective as of January 1, 2007, the following shall be added to the end of
Section 4.15:
In the case of a death occurring on or after January 1, 2007, if a
Participant dies while performing qualified military service (as defined
in Code Section 414(u)), the survivors of the Participant are entitled to
any additional benefits (other than
benefit accruals relating to the period of qualified military service)
provided under the Plan as if the Participant had resumed and then
terminated employment on account of death.
11. Effective as of January 1, 2009, Section 6.10(h) shall be added to the Plan
as follows:
(h) Temporary
Suspension of Required Minimum Distributions for 2009
The required minimum distributions provided for in Section 6.10(b)(1) of
the Plan or otherwise shall be suspended for calendar year 2009, provided
that a Participant may nevertheless elect to receive a required minimum
distribution for calendar year 2009. For the purposes of Section
6.10(3)(5), the required beginning date shall be determined without
regarding to this subsection for the purposes of applying this subsection
for calendar years after 2009. For the purposes of Section 6.10(b)(2)(i)
and 6.10(d)(2)(ii), the 5-year period described therein shall be determined
without regard to calendar year 2009.
12. Effective as of April 6, 2007, the following shall be added to the end of
Section 6.15:
A domestic relations order that otherwise satisfies the requirements for
a qualified domestic relations order (QDRO) will not fail to be a QDRO:
(i) solely because the order is issued after, or revises, another
domestic relations order or QDRO; or (ii) solely because of the time at
which the order is issued, including issuance after the annuity starting
date or after the Participants death.
13. Effective as of January 1, 2009, Section 6.12 shall be amended to read as
follows:
In the event that all, or any portion, of the distribution payable to a
Participant or Beneficiary hereunder shall, at the later of the
Participants attainment of age 62 or Normal Retirement Age, remain
unpaid solely by reason of the inability of the Administrator, after
sending a certified or registered letter, return receipt requested, to
the last known address, and after further diligent effort, to ascertain
the whereabouts of such Participant or Beneficiary, the amount so
distributable shall be treated as a
- 4 -
Forfeiture pursuant to the Plan. Notwithstanding the foregoing, if
the Plan provides for mandatory distributions and the amount to be
distributed to a Participant or Beneficiary does not exceed $1,000,
then the amount distributable may, in the sole discretion of the
Administrator, either be treated as a Forfeiture, or be paid
directly to an individual retirement account described in Code
Section 408(a) or an individual retirement annuity described in Code
Section 408(b) at the time it is determined that the whereabouts of
the Participant or the Participants Beneficiary cannot be
ascertained; provided, however, if an individual retirement account
or individual retirement annuity is not reasonably available, the
amount may be escheated under applicable state law. In the event a
Participant or Beneficiary is located subsequent to the Forfeiture,
such benefit shall be restored, first from Forfeitures, if any, and
then from an additional Employer contribution if necessary. Upon
Plan termination, the portion of the distributable amount that is an
eligible rollover distribution as defined in Plan Section 6.16 may
be paid directly to an individual retirement account described in
Code Section 408(a) or an individual retirement annuity described in
Code Section 408(b). However, regardless of the preceding, a benefit
that is lost by reason of escheat under applicable state law is not
treated as a Forfeiture for purposes of this Section nor as an
impermissible forfeiture under the Code.
14. Effective as of January 1, 2010, the following shall be added at the end of
Section 6.16(b)(3):
A non-spouse Beneficiary who is a Designated Beneficiary under
Code Section 401(a)(9)(E) and the regulations thereunder, by a
direct rollover, may roll over all or any portion of his or her
distribution to an individual retirement account the
Beneficiary establishes for purposes of receiving the distribution.
In order to be able to roll over the distribution, the distribution
otherwise must satisfy the definition of an eligible rollover
distribution. Although a non-spouse Beneficiary may roll over
directly a distribution, any distribution made prior to January 1,
2010, is not subject to the direct rollover requirements of Code
Section 401(a)(31) (including Code Section 401(a)(31)(B), the notice
requirements of Code Section 402(f) or the mandatory withholding
requirements of Code Section 3405(c)). If a non-spouse Beneficiary
receives a distribution from the Plan, the distribution is not
eligible for a 60-day rollover. If the Participants named
Beneficiary is a trust, the Plan may make a direct rollover to an
individual retirement account on behalf of the trust, provided the
trust satisfies the requirements to be a Designated Beneficiary
within the meaning of Code Section 401(a)(9)(E). A non-spouse
Beneficiary may not roll
- 5 -
over an amount that is a required minimum distribution, as
determined under applicable Treasury regulations and other Revenue
Service guidance. If the Participant dies before his or her required
beginning date and the non-spouse Beneficiary rolls over to an IRA
the maximum amount eligible for rollover, the Beneficiary may elect
to use either the 5-year rule or the life expectancy rule, pursuant
to Treas. Reg. Section 1.401(a)(9)-3, A-4(c), in determining the
required minimum distributions from the IRA that receives the
non-spouse Beneficiarys distribution.
15. Effective as of January 1, 2009, the following paragraph shall be added at
the end of Section 6.16(b)(1) as follows:
Distributions, under any method permitted under Section 6.5(a),
subject to the waiver provided for under Section 6.10(h) shall be
considered eligible rollover distributions, to the extent they
otherwise satisfy the requirements under the Plan and as permitted
by law.
16. Effective January 1, 2007, the following provision shall be added to the
end of Section 6.16(b):
A Participant may elect to transfer Roth elective deferral
contributions by means of a direct rollover to a qualified plan or to
a 403(b) plan that agrees to account separately for amounts so
transferred, including accounting separately for the portion of such
distribution which is includible in gross income and the portion of
such distribution which is not includible in gross income. A
participant may elect to roll over directly an eligible rollover
distribution to a Roth IRA described in Code Section 408A(b).
17. Except as otherwise provided in this First Amendment, the Plan shall
remain in full force and effect.
SIGNED
this 14th day of September, 2009, effective as of the dates
set forth herein.
|
|
|
|
|
|
CHS/COMMUNITY HEALTH SYSTEMS, INC.
|
|
|
By: |
/s/ RACHEL A.SEIFERT
|
|
|
|
RACHEL A.SEIFERT |
|
|
|
|
Title: SENIOR VICE PRESIDENT |
|
|
- 6 -
exv10w2
EXHIBIT 10.2
SECOND AMENDMENT TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
WHEREAS, CHS/Community Health Systems, Inc. (the Company) has
previously established and currently maintains the CHS/Community Health
Systems, Inc. 401(k) Plan (the Plan); and
WHEREAS, the Company has retained the right to amend the Plan in
Section 7.1(a) of the Plan; and
WHEREAS, the Company desires to amend the terms of the Plan.
NOW, THEREFORE, the Plan is hereby amended in the following respects:
1. Effective as of the dates provided therein, Exhibit A of the
Plan is amended as set forth in the attachment to this Second
Amendment.
2. Effective as of the dates provided therein, Exhibit B of the
Plan is amended as set forth in the attachment to this Second
Amendment.
3. Except as otherwise provided in this Second Amendment,
the Plan shall remain in full force and effect.
SIGNED this 17th day of December, 2009, effective as
of the date set forth in the exhibits.
|
|
|
|
|
|
CHS/COMMUNITY HEALTH SYSTEMS, INC.
|
|
|
By: |
/s/ RACHEL A. SEIFERT
|
|
|
|
RACHEL A. SEIFERT |
|
|
|
Title: SENIOR VICE PRESIDENT |
|
EXHIBIT A
Eligibility
Notwithstanding any provision of the Plan to the contrary, the following classes of Employees
shall be eligible to participate in the Plan after meeting the eligibility requirements under
Section 3.1 of the Plan:
|
1. |
|
Employees of Northampton Hospital Corporation (d/b/a Easton Hospital) whose employment
is governed by a collective bargaining agreement; |
|
|
2. |
|
Employees of Pottstown Hospital Company, LLC and Pottstown Imaging Company, LLC who are
not Highly Compensated Employees; |
|
|
3. |
|
Employees of McKenzie-Willamette Regional Medical Center Associates, LLC (d/b/a
McKenzie-Willamette Medical Center), McKenzie-Willamette Physician Services, LLC, and
Willamette Community Medical Group, LLC whose employment is governed by a collective
bargaining agreement; |
|
|
4. |
|
Employees of Jackson Hospital Corporation (d/b/a Kentucky River Medical Center); and |
|
|
5. |
|
Effective as of May 1, 2009, Employees of Wilkes-Barre Hospital Company, LLC (d/b/a
Wilkes-Barre General Hospital and Wyoming Valley Health Care System) whose employment is
governed by a collective bargaining agreement. |
- 2 -
EXHIBIT
B
Employer Contributions
1. |
|
Effective as of January 1, 2002, the Employer will not make any Employer Contributions for
Eligible Employees of Northampton Hospital Corporation whose employment is governed by a
collective bargaining agreement. |
|
2. |
|
Effective as of January 1, 2003, a Matching Contribution shall be made on behalf of those
Participants who are employed by Northampton Hospital Corporation and whose employment is not
governed by a collective bargaining agreement equal to 50% of such Participants Elective
Deferral for such Plan Year that does not exceed 6% of the Participants Compensation for the
Plan Year. For the period beginning on July 1, 2002, and ending on December 31, 2002, the
discretionary Matching Contribution was 50% of such Participants Elective Deferral for such
Plan Year that does not exceed 6% of the Participants Compensation for the Plan Year |
|
3. |
|
Effective for the Plan Year beginning January 1, 2004, and ending on December 31, 2009, each
physician Employee of Pottstown Hospital Company, LLC who is a Participant in the Plan and
(i) is not a hospital-based physician, (ii) is a Non-Highly Compensated Employee, and (iii)
is otherwise eligible to share in Matching Contributions shall receive a discretionary
Matching Contribution in an amount equal to 50% of such Participants Elective Contribution
for such Plan Year that does not exceed 6% of the Participants Compensation for the Plan
Year. For purposes of the foregoing, hospital-based physician means a physician Employee of
Pottstown Hospital Company, LLC whose primary place of employment is Pottstown Memorial
Medical Center. |
|
4. |
|
Effective as of January 1, 2009, on behalf of those Participants who are employed by
McKenzie-Willamette Medical Center Associates, LLC or Willamette Valley Medical Center, LLC
whose employment is governed by a collective bargaining agreement, a Matching Contribution in
an amount equal to one-half (1/2) of such Participants Elective Deferral for such Plan Year
that does not exceed 3% of the Participants Compensation for the Plan Year shall be made. In
addition, effective as of January 1, 2009, on behalf of those Participants who (1) are
employed by McKenzie-Willamette Medical Center Associates, LLC or Willamette Valley Medical
Center, LLC, (2) whose employment is governed by a collective bargaining agreement, (3) who
complete 1,000 Hours of Service, a Nonelective Contribution as follows: |
- 3 -
|
|
|
Year of Service Credited under the Plan |
|
Amount of Basic Contribution |
At least 1 but less than 5
|
|
2% of the Participants
Compensation for such Plan Year |
|
|
|
At least 5 but less than 10
|
|
3% of the Participants Compensation for such
Plan Year |
|
|
|
10 or more
|
|
5% of the Participants Compensation |
5. |
|
Effective as of January 1, 2009, on behalf of those Participants who are (1) employed by
Jackson Hospital Company, LLC and (2) employed at the beginning of the last day of the Plan
Year, a discretionary Matching Contribution in an amount equal to one-third (1/3) of such
Participants Elective Deferral for such Plan Year that does not exceed 6% of the
Participants Compensation for the Plan Year shall be made. |
|
6. |
|
Effective as of May 1, 2009, on behalf of those
Participants who are employed by Wilkes-Barre
Hospital Company, LLC, a Matching Contribution in an amount equal to the sum of 100% of the
amount of the Participants Elective Deferrals (including Catch-Up Contributions made pursuant
to Section 4.2(b)) that are not in excess of 1% of the Participants Compensation, plus 50% of
the amount of the Participants Elective Deferrals (including Catch-Up Contributions made
pursuant to Section 4.2(b)) that exceed 1% of the Participants Compensation but not in excess
of 6% of the Participants Compensation for the Plan Year shall be made. |
|
7. |
|
Effective as of January 1, 2010, on behalf of those Participants who are employed by
Pottstown Hospital Company, LLC or Pottstown Imaging Company, LLC, a Matching
Contribution in an amount equal to the sum of 100% of the amount of the Participants
Elective Deferrals (including Catch-Up Contributions made pursuant to Section 4.2(b))
that are not in excess of 1% of the Participants Compensation, plus 50% of the amount of
the Participants Elective Deferrals (including Catch-Up Contributions made pursuant to
Section 4.2(b)) that exceed 1% of the Participants Compensation but not in excess of 6%
of the Participants Compensation for the Plan Year shall be made. |
- 4 -
exv10w3
EXHIBIT 10.3
THIRD AMENDMENT TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
WHEREAS, CHS/Community Health Systems, Inc. (the Company) has previously established and
currently maintains the CHS/Community Health Systems, Inc. 401(k) Plan (the Plan); and
WHEREAS, the Company has retained the right to amend the Plan in Section 7.1(a) of the Plan;
and
WHEREAS, the Company desires to amend the terms of the Plan.
NOW, THEREFORE, the Plan is hereby amended in the following respects:
1. Effective as of the dates provided therein, Exhibit B of the Plan is amended as
set forth in the attachment to this Third Amendment.
2. Except as otherwise provided in this Third Amendment, the Plan shall remain in
full force and effect.
SIGNED
this
22nd day
of February, 2010, effective as of the date
set forth in the exhibits.
|
|
|
|
|
|
CHS/COMMUNITY HEALTH SYSTEMS, INC.
|
|
|
By: |
/s/ Rachel A. Seifert
|
|
|
|
Title: SVP & GC |
|
|
|
|
|
EXHIBIT B
Employer Contributions
1. |
|
Effective as of January 1, 2002, the Employer will not make any Employer Contributions for
Eligible Employees of Northampton Hospital Corporation whose employment is governed by a
collective bargaining agreement. |
|
2. |
|
Effective as of January 1, 2003, a Matching Contribution shall be made on behalf of those
Participants who are employed by Northampton Hospital Corporation and whose employment is not
governed by a collective bargaining agreement equal to 50% of such Participants Elective
Deferral for such Plan Year that does not exceed 6% of the Participants Compensation for the
Plan Year. For the period beginning on July 1, 2002, and ending on December 31, 2002, the
discretionary Matching Contribution was 50% of such Participants Elective Deferral for such
Plan Year that does not exceed 6% of the Participants Compensation for the Plan Year |
|
3. |
|
Effective for the Plan Year beginning January 1, 2004, and ending on December 31, 2009, each
physician Employee of Pottstown Hospital Company, LLC who is a Participant in the Plan and
(i) is not a hospital-based physician, (ii) is a Non-Highly Compensated
Employee, and (iii) is otherwise eligible to share in Matching Contributions shall receive a
discretionary Matching Contribution in an amount equal to 50% of such Participants Elective
Contribution for such Plan Year that does not exceed 6% of the Participants Compensation for
the Plan Year. For purposes of the foregoing, hospital-based physician means a physician
Employee of Pottstown Hospital Company, LLC whose primary place of employment is Pottstown
Memorial Medical Center. |
|
4. |
|
Effective as of January 1, 2009, on behalf of those Participants who are employed by
McKenzie-Willamette Medical Center Associates, LLC or Willamette Valley Medical Center, LLC
whose employment is governed by a collective bargaining agreement, a Matching Contribution in
an amount equal to one-half (1/2) of such Participants Elective Deferral for such Plan Year
that does not exceed 3% of the Participants Compensation for the Plan Year shall be made. In
addition, effective as of January 1, 2009, on behalf of those Participants who (1) are
employed by McKenzie-Willamette Medical Center Associates, LLC or Willamette Valley Medical
Center, LLC, (2) whose employment is governed by a collective bargaining agreement, and (3)
who complete 1,000 Hours of Service, a Nonelective Contribution as follows: |
|
|
|
Years of Service Credited under the Plan |
|
Amount of Basic Contribution |
At least 1 but less than 5
|
|
2% of the Participants Compensation
for such Plan Year |
|
|
|
At least 5 but less than 10
|
|
3% of the Participants Compensation
for such Plan Year |
|
|
|
10 or more
|
|
5% of the Participants Compensation |
- B-1 -
|
|
Notwithstanding the foregoing, the Employer contributions in this paragraph 4 of Exhibit B
shall end on February 28, 2010, with respect to those Participants whose employment is
governed by a collective bargaining agreement between (i) McKenzie-Willamette Medical
Center Associates, LLC or Willamette Valley Medical Center, LLC and (ii) the Oregon Nurses
Association. |
|
5. |
|
Effective as of January 1, 2009, on behalf of those Participants who are (1) employed
by Jackson Hospital Company, LLC and (2) employed at the beginning of the last day of the
Plan Year, a discretionary Matching Contribution in an amount equal to one-third (1/3) of
such Participants Elective Deferral for such Plan Year that does not exceed 6% of the
Participants Compensation for the Plan Year shall be made. |
|
6. |
|
Effective as of May 1, 2009, on behalf of those Participants who are employed by
Wilkes-Barre Hospital Company, LLC, a Matching Contribution in an amount equal to the sum
of 100% of the amount of the Participants Elective Deferrals (including Catch-Up
Contributions made pursuant to Section 4.2(b)) that are not in excess of 1% of the
Participants Compensation, plus 50% of the amount of the Participants Elective Deferrals
(including Catch-Up Contributions made pursuant to Section 4.2(b)) that exceed 1% of the
Participants Compensation but not in excess of 6% of the Participants Compensation for
the Plan Year shall be made. |
|
7. |
|
Effective as of January 1, 2010, on behalf of those Participants who are employed by
Pottstown Hospital Company, LLC or Pottstown Imaging Company, LLC, a Matching Contribution
in an amount equal to the sum of 100% of the amount of the Participants Elective
Deferrals (including Catch-Up Contributions made pursuant to Section 4.2(b)) that are not
in excess of 1% of the Participants Compensation, plus 50% of the amount of the
Participants Elective Deferrals (including Catch-Up Contributions made pursuant to
Section 4.2(b)) that exceed 1% of the Participants Compensation but not in excess of 6%
of the Participants Compensation for the Plan Year shall be made. |
|
8. |
|
Effective as of March 1, 2010, on behalf of those Participants who are employed by
McKenzie-Willamette Medical Center Associates, LLC or Willamette Valley Medical Center,
LLC and whose employment is
governed by a collective bargaining agreement between (i) McKenzie-Willamette Medical
Center Associates, LLC or Willamette Valley Medical Center, LLC and (ii) the Oregon Nurses
Association, a Matching Contribution in an amount equal to the sum of 100% of the amount of
the Participants Elective Deferrals (including Catch-Up Contributions made pursuant to
Section 4.2(b)) that are not in excess of 1% of the Participants Compensation, plus 50% of
the amount of the Participants Elective Deferrals (including Catch-Up Contributions made
pursuant to Section 4.2(b)) that exceed 1% of the Participants Compensation but not in
excess of 6% of the Participants Compensation for the Plan Year shall be made. |
Note: Revised March 1, 2010.
- B-2 -
exv23
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-156405 on Form S-3
and Registration Statement Nos. 333-100349, 333-61614, 333-44870, 333-107810, 333-121282,
333-121283, 333-144525, 333-163688, 333-163689, 333-163690 and 333-163691 on Form S-8 of our report
dated June 29, 2010, relating to the financial statements and supplemental schedule of
CHS/Community Health Systems, Inc. 401(k) Plan (formerly known as the
Community Health Systems, Inc. 401(k) Plan) appearing in this Annual Report on Form 11-K of
CHS/Community Health Systems, Inc. 401(k) Plan (formerly known as the Community Health Systems,
Inc. 401(k) Plan) for the year ended December 31, 2009.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
June 29, 2010