(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Results of Operations and Financial Condition

Regulation FD Disclosure

Financial Statements and Exhibits

Exhibit
Number

Description

(Registrant)

/s/ Wayne T. Smith

/s/ Kevin J. Hammons

/s/ Jason K. Johnson

Exhibit Number

99.1

Net operating revenues totaled $3.025 billion.

Net income attributable to Community Health Systems, Inc. common stockholders was $18 million, or $0.15 per share (diluted), compared with net loss of $(118) million, or $(1.04) per share (diluted), for the same period in 2019. Excluding the adjusting items as presented in the table in footnote (e) on page 13, net loss attributable to Community Health Systems, Inc. common stockholders was $(1.59) per share (diluted), compared to $(0.53) per share (diluted) for the same period in 2019.

Adjusted EBITDA was $309 million.

Net cash provided by operating activities was $57 million, compared with $133 million for the same period in 2019.

On a same-store basis, admissions decreased 5.2 percent and adjusted admissions decreased 4.8 percent, compared with the same period in 2019.

As discussed further below, developments related to the emergence and spread of a novel strain of coronavirus (“COVID-19”) resulted in a decline in patient volumes and increases in operating costs.

Net operating revenues

Net income (loss) (f), (g)

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

Adjusted EBITDA (c)

Net cash provided by operating activities

Earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders:

Basic (f), (g)

Diluted (e), (f), (g)

Weighted-average number of shares outstanding (d):

Basic

Diluted

Net operating revenues

Operating costs and expenses:

Salaries and benefits

Supplies

Other operating expenses

Government and other legal settlements and related costs (g)

Lease cost and rent

Depreciation and amortization

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

Total operating costs and expenses

Income from operations (f), (g)

Interest expense, net

Loss from early extinguishment of debt

Equity in earnings of unconsolidated affiliates

Loss before income taxes

(Benefit from) provision for income taxes

Net income (loss) (f), (g)

Less: Net income attributable to noncontrolling interests

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

Earnings (loss) per share attributable to Community Health Systems, Inc. common stockholders:

Basic (f), (g)

Diluted (e), (f), (g)

Weighted-average number of shares outstanding (d):

Basic

Diluted

Net income (loss)

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

Net change in fair value of interest rate swaps, net of tax

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

Other comprehensive income

Comprehensive income (loss)

Less: Comprehensive income attributable to noncontrolling interests

Comprehensive income (loss) 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), (g)

Income from operations as a % of net operating revenues

Depreciation and amortization

Equity in earnings of unconsolidated affiliates

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

Net income (loss) 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 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

Less accumulated depreciation and amortization

Property and equipment, net

Goodwill

Deferred income taxes

Other assets, net

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 (h)

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; 119,678,238 shares issued and outstanding at March 31, 2020, and 117,822,631 shares issued and outstanding at December 31, 2019

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 (loss)

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

Depreciation and amortization

Deferred income taxes

Government and other legal settlements and related costs (g)

Stock-based compensation expense

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

Loss from early extinguishment of debt

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

Accounts payable, accrued liabilities and income taxes

Other

Net cash provided by 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

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

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

Increase in other investments

Net cash (used in) provided by 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

Proceeds from sale-lease back

Other borrowings

Issuance of long-term debt

Proceeds from ABL facility

Repayments of long-term indebtedness

Net cash provided by (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 hospitals through the effective closing date of each respective divestiture. Same-store operating results and statistical information exclude the results of a hospital acquired in 2019 and the hospitals divested in 2019 and 2020. There were no discontinued operations reported for 2019 and 2020.

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

Net income (loss) attributable to Community Health Systems, Inc. common stockholders:

Net income (loss)

Less: Income attributable to noncontrolling interests, net of taxes

Net income (loss) attributable to Community Health Systems, Inc. common stockholders — basic and diluted

EBITDA is a non-GAAP financial measure which consists of net income (loss) 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 loss on sale of businesses, expense related to government and other legal settlements and related costs, expense related to employee termination benefits and other restructuring charges, expense from settlement and fair value adjustments on the CVR agreement liability related to the HMA legal proceedings and related legal expenses, the impact of changes in estimate to increase the professional liability claims accrual recorded during the second quarter of 2019 (which estimate was further revised in the third quarter of 2019 based on updated actuarial analysis) with respect to claims incurred in 2016 and prior years, and expense related to the valuation allowance recorded in the second quarter of 2019 to reserve the outstanding balance of a promissory note received from the buyer in connection with the sale of two of the Company’s hospitals in 2017, as well as income from a reduction of the valuation allowance on the outstanding balance of a promissory note from the buyer of another hospital. 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 and clarifies for investors the Company’s portion of EBITDA generated by continuing operations. 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”), which is a key component in the determination of the Company’s compliance with some of the covenants under the ABL Facility (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).

Net income (loss) 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

Loss from early extinguishment of debt

Impairment and loss on sale of businesses, net

Expense from government and other legal settlements and related costs

Expense from settlement and legal expenses related to cases covered by the CVR

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 (loss) attributable to Community Health Systems, Inc. common stockholders, as reported, on a per share (diluted) basis, to net income (loss) attributable to Community Health Systems, Inc. common 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. common stockholders per share (diluted) presents useful information to investors by highlighting the impact on net income (loss) attributable to Community Health Systems, Inc. common 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 (loss), as reported

Adjustments:

Loss from early extinguishment of debt

Impairment and loss on sale of businesses, net

Expense from government and other legal settlements and related costs

Expense from settlement and legal expenses related to cases covered by the CVR

Change in tax valuation allowance

Net loss, excluding adjustments

Both income from operations and net income (loss) for the three months ended March 31, 2020 and 2019, included non-cash expense of approximately $45 million and $38 million, respectively, primarily from impairment charges to reduce the value of long-lived assets, including allocated goodwill, at hospitals that the Company has identified for sale or has sold, and at certain underperforming hospitals. These impairment charges do not have an impact on the calculation of the Company’s financial covenants under the ABL Facility.

The $(0.01) per share (diluted) and $(0.03) per share (diluted) of expense for “Government and other legal settlements and related costs” for the three months ended March 31, 2020 and 2019, respectively, is the net impact of several lawsuits settled in principle during the related periods, and related legal expenses.

At March 31, 2020, the Company had outstanding borrowings of $380 million and approximately $239 million of additional borrowing capacity (after taking into consideration $150 million of outstanding letters of credit) under the ABL Facility.

developments related to COVID-19, including, without limitation, related to the length and severity of the pandemic; the volume of canceled or rescheduled procedures; the volume of COVID-19 patients cared for across our health systems; measures we are taking to respond to the COVID-19 pandemic; the impact of government and administrative regulation on us; changes in net revenue due to patient volumes, payor mix and deteriorating macroeconomic conditions; potential increased expenses related to labor, supply chain or other expenditures; workforce disruptions; and supply shortages and disruptions;

uncertainty regarding the implementation of the CARES Act, the PPPHCE Act, and any other future stimulus measures related to COVID-19, including the magnitude and timing of any future payments or benefits we may receive thereunder;

general economic and business conditions, both nationally and in the regions in which we operate, including economic and business conditions resulting from the COVID-19 pandemic;

the impact of current or future federal and state health reform initiatives, including, without limitation, the Affordable Care Act, and the potential for the Affordable Care Act to be repealed or found unconstitutional or otherwise invalidated, or for additional changes to the law, 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 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, as well as risks associated with disruptions in the financial and capital markets as the result of the COVID-19 pandemic which could impact us from a financing and liquidity perspective;

demographic changes;

changes in, or the failure to comply with, federal, state or local laws or governmental regulations affecting our business, including any such laws or governmental regulations which are adopted in connection with the COVID-19 pandemic;

potential adverse impact of known and unknown government investigations, audits, and federal and state false claims act litigation and other legal proceedings;

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 potential additional 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 continued implementation of the sequestration spending reductions 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;

increases in wages as a result of inflation or competition for highly technical positions and rising supply and drug costs due to market pressure from pharmaceutical companies and new product releases;

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

competition;

our ability to attract and retain, at reasonable employment costs, qualified personnel, key management, physicians, nurses and other healthcare workers;

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, including the disposition of hospitals and non-hospital businesses pursuant to our portfolio rationalization and deleveraging strategy, 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, or to recognize expected synergies from acquisitions;

the impact of seasonal severe weather conditions, including the timing and amount of insurance recoveries in relation to severe weather events;

our ability to obtain adequate levels of insurance, including 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 known as COVID-19 as noted above;

the impact of cyber-attacks or security breaches;

any failure to comply with the terms of the Corporate Integrity Agreement;

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;

changes in interpretations, assumptions and expectations regarding the Tax Cuts and Jobs Act; and

the other risk factors set forth in our in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 20, 2020, and other public filings with the Securities and Exchange Commission.