UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 3, 2015 (August 3, 2015)

COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	  	001-15925	  	13-3893191	
(State or other jurisdiction
of incorporation)	  	(Commission
File Number)	  	(I.R.S. Employer
Identification No.)	
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨	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))	

 

Item 7.01	Regulation FD Disclosure	
On August 3, 2015, Community Health Systems, Inc. (the “Company”) issued a press release announcing that it plans to create a new publicly traded hospital company by spinning off to Company stockholders a group of 38 hospitals and Quorum Health Resources, LLC. The spin-off is intended to be tax-free to the Company and its stockholders and is expected to be completed in the first quarter of 2016. A copy of the press release making this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.
The Company will hold a conference call on Tuesday, August 4, 2015 at 10:00 a.m. Central, 11:00 a.m. Eastern, to discuss the proposed spin-off. A copy of the investor presentation for the conference call is furnished as Exhibit 99.2 hereto and is incorporated herein by reference into this Item 7.01.
 
Item 9.01	Financial Statements and Exhibits	
(d) Exhibits
The following exhibits are furnished herewith:

Exhibit
No.	  	Description	
 	 	
99.1	  	Community Health Systems, Inc. Press Release, dated August 3, 2015.	
 	 	
99.2	  	Investor Presentation.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2015	 	 	 	COMMUNITY HEALTH SYSTEMS, INC.	
 	 	 	 	                          (Registrant)	
 	 	 	 	
 	 	 	 	By:	 	/s/ Wayne T. Smith	
 	 	 	 	 	 	Wayne T. Smith	
 	 	 	 	 	 	Chairman of the Board and Chief Executive Officer	
 	 	 	 	 	 	(principal executive officer)	
 	 	 	 	
 	 	 	 	By:	 	/s/ Larry Cash	
 	 	 	 	 	 	W. Larry Cash	
 	 	 	 	 	 	President of Financial Services, Chief Financial Officer	
 	 	 	 	 	 	and Director	
 	 	 	 	 	 	(principal financial officer)	
 	 	 	 	
 	 	 	 	By:	 	/s/ Kevin J. Hammons	
 	 	 	 	 	 	Kevin J. Hammons	
 	 	 	 	 	 	Senior Vice President and Chief Accounting Officer	
 	 	 	 	 	 	(principal accounting officer)	

Exhibit Index

Exhibit
No.	  	Description	
 	 	
99.1	  	Community Health Systems, Inc. Press Release, dated August 3, 2015.	
 	 	
99.2	  	Investor Presentation.	

Exhibit 99.1

COMMUNITY HEALTH SYSTEMS ANNOUNCES PLANS TO
SPIN OFF 38 HOSPITALS AND QUORUM HEALTH RESOURCES
FRANKLIN, Tenn. (August 3, 2015) – Community Health Systems, Inc. (NYSE: CYH) (the “Company”) announced today that it plans to create a new publicly traded hospital company by spinning off to Community Health Systems’ stockholders a group of 38 hospitals and Quorum Health Resources, LLC, a leading hospital management and consulting business. The new company will be named Quorum Health Corporation to leverage the existing strength of the Quorum brand. The spin-off is intended to be tax-free to Community Health Systems and its stockholders and is expected to be completed in the first quarter of 2016.
Quorum Health Corporation will be headquartered in middle Tennessee and will operate independently with its own board of directors and management team. It will include a diversified portfolio of 38 hospitals with an aggregate of 3,635 licensed beds across 16 states. The hospitals that will comprise Quorum Health Corporation have strong market positions and are primarily located in cities or counties having populations of 50,000 or less. In 84 percent of these markets, the hospital is the sole provider of acute care hospital services. In 2014, The Joint Commission recognized 74 percent of the hospitals that will become part of Quorum Health Corporation as Top Performers in Key Quality Measures. The new company will also include Quorum Health Resources, which provides hospital management and consulting services to 150 non-affiliated hospitals across the United States, most of which are located in similar markets as Quorum Health Corporation’s sole provider hospitals.
In 2014, the businesses that will comprise Quorum Health Corporation generated unaudited annual net revenue of approximately $2.1 billion and adjusted EBITDA of approximately $255 million.
Benefits of the Transaction
 
 	•	 	Creates New Healthcare Company Poised for Growth. With an attractive portfolio of high-quality community hospitals, streamlined management structure and independent access to capital markets, Quorum Health Corporation is expected to have an enhanced ability to drive growth by capitalizing on acquisition opportunities consistent with its portfolio, developing facility specific operating strategies aligned with its community needs and better leveraging its management and consulting capabilities.	
 
 	•	 	Community Health Systems to Sharpen Focus and Growth Profile. The spin-off will result in additional opportunities for profitable growth for Community Health Systems, as the Company will focus primarily on larger markets and on investing in strengthening its regional healthcare networks, while maintaining the benefits of scale from being one of the largest hospital companies in the country.	
 
 	•	 	Designed to Increase Stockholder Value. Community Health Systems stockholders will have the opportunity to realize the unique growth potential of two focused healthcare companies that will be better positioned to pursue their distinct business strategies.	
 
 	•	 	Tax-Free Transaction to Community Health Systems Stockholders. The distribution is intended to qualify as tax-free to Community Health Systems stockholders for U.S. federal income tax purposes.	
 
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CYH Announces Plans to Spin off 38 Hospitals and Quorum Health Resources
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August 3, 2015
 
“This significant transaction will realign our portfolio into two strong and focused companies that can respond to market demands with greater agility and that are better positioned to take advantage of growth opportunities, while creating additional value for our stockholders,” said Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc. “Over the past 30 years, Community Health Systems has evolved from a collection of smaller hospitals into a much more complex and diversified portfolio of hospitals, outpatient services, and healthcare systems across the country. We know how important hospitals are to their communities and recognize that smaller facilities have distinct opportunities and different challenges than those in larger markets, where the majority of our assets are located.”
Smith continued, “This transaction will allow Quorum Health Corporation’s hospitals to focus on the changes in the healthcare delivery system, which are different in smaller community hospitals than in our larger and more urbanized markets. At the same time, the transaction will facilitate a sharper focus on the hospitals that are retained by Community Health Systems, especially in high-opportunity markets and in areas where we are building regional healthcare networks.”
Smith concluded, “Our stockholders have benefited from our acquisitiveness as we have grown the size and value of our company. We view this transaction as the best next step in our continuous effort to return value to our stockholders.”
Quorum Health Corporation will launch with the benefit of transitional services from Community Health Systems, including purchased services in select areas such as information technology, billing and collections and payroll services. When the transaction is complete, Community Health Systems, Inc. will remain one of the largest publicly traded U.S. hospital companies with 160 affiliated hospitals in 22 states.
The transaction is expected to qualify as a tax-free distribution to Community Health Systems and its stockholders. Quorum Health Corporation expects to file its Form 10 with the Securities and Exchange Commission before the end of the third quarter. The Form 10 will contain detailed information about the new company, its management team, the spin-off transaction, and other related matters.
The transaction is subject to customary conditions, certain legal and valuation opinions, effectiveness of the Form 10 filing, and final approval and declaration of the distribution by the Community Health Systems, Inc. Board of Directors. The transaction is not subject to a stockholder vote. There can be no assurance regarding the ultimate timing of the spin-off or that it will be completed. Community Health Systems may, at any time, and for any reason until the proposed transaction is complete, abandon the spin-off or modify or change the terms. Quorum Health Corporation intends to have its common stock authorized for listing on the New York Stock Exchange. The Contingent Value Rights issued in connection with the Health Management Associates, Inc. transaction in January 2014 will be unaffected by this transaction.
 
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CYH Announces Plans to Spin off 38 Hospitals and Quorum Health Resources
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August 3, 2015

Quorum Health Corporation Hospitals	  	 	
Cherokee Medical Center	  	Centre, Alabama	
DeKalbRegional Medical Center	  	Fort Payne, Alabama	
L.V. Stabler Memorial Hospital	  	Greenville, Alabama	
Forrest City Medical Center	  	Forrest City, Arkansas	
Helena Regional Medical Center	  	Helena, Arkansas	
Barstow Community Hospital	  	Barstow, California	
Watsonville Community Hospital	  	Watsonville, California	
Trinity Hospital of Augusta	  	Augusta, Georgia	
Fannin Regional Hospital	  	Blue Ridge, Georgia	
Clearview Regional Medical Center	  	Monroe, Georgia	
Barrow Regional Medical Center	  	Winder, Georgia	
Union County Hospital	  	Anna, Illinois	
Metro South Medical Center	  	Blue Island, Illinois	
Galesburg Cottage Hospital	  	Galesburg, Illinois	
Gateway Regional Medical Center	  	Granite City, Illinois	
Heartland Regional Medical Center	  	Marion, Illinois	
Crossroads Community Hospital	  	Mt. Vernon, Illinois	
Red Bud Regional Hospital	  	Red Bud, Illinois	
Vista Medical Center	  	Waukegan, Illinois	
Vista Medical Center – West	  	Waukegan, Illinois	
Kentucky River Medical Center	  	Jackson, Kentucky	
Three Rivers Medical Center	  	Louisa, Kentucky	
Paul B. Hall Regional Medical Center	  	Paintsville, Kentucky	
Mesa View Regional Hospital	  	Mesquite, Nevada	
Mimbres Memorial Hospital	  	Deming, New Mexico	
Alta Vista Regional Hospital	  	Las Vegas, New Mexico	
Sandhills Regional Medical Center	  	Hamlet, North Carolina	
Martin General Hospital	  	Williamston, North Carolina	
Affinity Medical Center	  	Massillon, Ohio	
McKenzie-Willamette Medical Center	  	Springfield, Oregon	
Lock Haven Hospital	  	Lock Haven, Pennsylvania	
Sunbury Community Hospital	  	Sunbury, Pennsylvania	
Henderson County Community Hospital	  	Lexington, Tennessee	
McKenzie Regional Hospital	  	McKenzie, Tennessee	
Big Bend Regional Medical Center	  	Alpine, Texas	
Scenic Mountain Medical Center	  	Big Spring, Texas	
Mountain West Medical Center	  	Tooele, Utah	
Evanston Regional Hospital	  	Evanston, Wyoming	
 
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CYH Announces Plans to Spin off 38 Hospitals and Quorum Health Resources
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August 3, 2015
 
Conference Call
Community Health Systems, Inc. will hold a conference call on Tuesday, August 4, 2015 at 10:00 a.m. Central, 11:00 a.m. Eastern, to discuss this transaction and to review financial and operating results for the second quarter ended June 30, 2015. Investors will have the opportunity to listen to a live internet broadcast of the conference call by clicking on the Investor Relations link of the Company’s website at  www.chs.net . To listen to the live call, please go to the website at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call and will continue to be available through September 5, 2015.
Advisors
Credit Suisse is serving as Community Health Systems’ financial advisor, and Bass, Berry & Sims PLC and Bradley Arant Boult Cummings LLP are serving as legal advisors to Community Health Systems in connection with the proposed spin-off.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the largest publicly traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. Through its subsidiaries, the company currently owns, leases or operates 198 affiliated hospitals in 29 states with an aggregate of approximately 30,000 licensed beds. The Company’s headquarters are located in Franklin, Tennessee, a suburb of south Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
Forward-Looking Statements
Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the spin-off transaction, the benefits of the spin-off transaction to either Community Health Systems or Quorum Health Corporation, the tax-free treatment of the spin-off transaction, the anticipated management of the business to be spun off, the market position of the business to be spun off and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of the Company and are subject to significant risks and uncertainties. There can be no assurance that the proposed transaction or these future events will occur as anticipated, if at all, or that actual results will be as expected. Actual future events or results may differ materially from these statements. Such differences may result from a number of factors, including but not limited to: the timing and completion of the proposed transaction; a failure to obtain necessary regulatory approvals; a failure to obtain assurances of anticipated tax treatment; a deterioration in the business or prospects of the Company or Quorum Health Corporation; adverse developments in the Company or Quorum Health Corporation’s markets; adverse developments in the U.S. or global capital markets, credit markets or economies generally; the risk that the benefits of the proposed transaction may not be fully realized or may take longer to realize than expected; the impact of the proposed transaction on the Company’s third-party relationships; the Company’s ability following completion of the spin-off to identify and acquire additional hospitals in larger and more urbanized markets with terms that are attractive to the
 
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CYH Announces Plans to Spin off 38 Hospitals and Quorum Health Resources
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August 3, 2015
 
Company and to integrate such acquired hospitals; and changes in regulatory, social and political conditions. Additional risks and factors that may affect results are set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K.
The forward-looking statements speak only as of the date of this communication. The Company does not undertake any obligation to update these statements.
Non-GAAP Financial Measures
EBITDA is a non-GAAP financial measure which consists of net income attributable to Quorum Health Corporation, before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude impairment of long-lived assets, net income attributable to noncontrolling interests, and expenses related to legal settlements and related costs. Community Health Systems believes that it is useful to present adjusted EBITDA because it clarifies for investors Quorum Health Corporation’s portion of EBITDA generated by continuing operations. Community Health Systems uses adjusted EBITDA as a measure of liquidity. Community Health Systems has also presented Quorum Health Corporation’s adjusted EBITDA in this communication because it believes it provides investors with additional information about Quorum Health Corporation’s ability to incur and service debt and make capital expenditures.
Adjusted EBITDA is not a measurement of financial performance or liquidity under U.S. GAAP. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities or any other measure calculated in accordance with U.S. GAAP. The items excluded from adjusted EBITDA are significant components in understanding and evaluating financial performance and liquidity. This calculation of adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Because certain terms of the spin-off have not yet been determined, including as to the balance sheet and statement of cash flows of Quorum Health Corporation, it is not reasonably possible at this time to provide the net income for Quorum Health Corporation or a reconciliation to the estimated adjusted EBITDA figure included in this communication. Historical GAAP financial information for Community Health Systems is included in its most recent Annual Report on Form 10-K filed with the SEC, and historical GAAP financial information for Quorum Health Corporation will be included in the Form 10 registration statement relating to the spin-off.
Investor Contact:
W. Larry Cash, 615-465-7000
President of Financial Services and Chief Financial Officer
or
Media Contact:
Tomi Galin, 615-628-6607
Senior Vice President, Corporate Communications, Marketing and Public Affairs
-END-

Proposed Spin-Off of Quorum Health CorporationAugust 2015Exhibit 99.2

Forward-Looking Statements2Certain statements contained in this presentation may constitute “forward-looking statements” within the meaning ofthe Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statementsregarding the expected timing of the completion of the spin-off transaction, the benefits of the spin-off transaction, thetax-free treatment of the spin-off transaction, the anticipated management of the business to be spun off, the marketposition of the business to be spun off and other statements that are not historical facts. Such statements are basedon the views and assumptions of the management of the Community Health Systems, (“Company”) and are subjectto significant risks and uncertainties. There can be no assurance that the proposed transaction or these future eventswill occur as anticipated, if at all, or that actual results will be as expected. Actual future events or results may differmaterially from these statements. Such differences may result from a number of factors, including but not limited to:the timing and completion of the proposed transaction; a failure to obtain necessary regulatory approvals; a failure toobtain assurances of anticipated tax treatment; a deterioration in the business or prospects of the Company orQuorum Health Corporation, (“Quorum Health”); adverse developments in the Company or Quorum Health’s markets;adverse developments in the U.S. or global capital markets, credit markets or economies generally; the risk that thebenefits of the proposed transaction may not be fully realized or may take longer to realize than expected; the impactof the proposed transaction on  the Company’s third-party relationships; the Company’s ability following completion ofthe spin-off to identify and acquire additional hospitals in larger and more urbanized markets with terms that areattractive to the Company and to integrate such acquired hospitals; and changes in regulatory, social and politicalconditions. Additional risks and factors that may affect results are set forth in the Company’s filings with the Securitiesand Exchange Commission, including the Company’s most recent Annual Report on Form 10-K.The forward-looking statements speak only as of the date of this communication. The Company does not undertakeany obligation to update these statements.

Spin-Off Transaction Overview3Spinning off a group of 38 hospitals and Quorum Health Resources, aleading hospital management and consulting business (collectively,“Quorum Health”)2014 Revenue of $2.1 billion(1)2014 Adjusted EBITDA of ~$255 million(1)Transaction intended to qualify as a tax-free distribution to CHS and itsstockholdersSpin-off expected to be in first quarter of 2016ProposedTransactionRationaleCHS has evolved from a collection of smaller hospitals into a much morecomplex and diversified portfolio of hospitals and healthcare systemsThese 38 hospitals and Quorum Health Resources face different challengesand distinct opportunitiesRealign portfolio to reduce complexity and create two strong companiesthat can respond to market demand with greater flexibility(1) Financials are unaudited and adjusted EBITDA excludes certain non-recurring items.

Creates Two Focused CompaniesExecuting Two Distinct Business Strategies4Benefits to CHSEnhance focus on larger marketsInvest in and further strengthenregional healthcare networksImprove EBITDA marginsFocus on cities and counties withpopulations of 50,000 or lessStreamline management structureDirect access to capital and resourcesOptimize growth opportunities thatmight otherwise be lostBenefits to Quorum HealthProvides CHS stockholders’ ownership in two focused hospital companiesPrecedents suggest potential for value creationLas Vegas, NMMonroe, GAWatsonville, CAHelena, AR

Quorum Health’s Two Complementary Businesses5Hospital OperationsQuorum Health Resources38 Hospitals; 16 states; 3,635 licensed bedsSole hospital provider in 84% of markets74% of hospitals named Top Performers on KeyQuality Measures by the Joint Commission7 states with $100m or more in revenueOwns 32 of 38 hospitalsProvides management and consulting servicesto 150 non-affiliated hospitalsA leader in hospital management servicesOne of the leading healthcare consulting firmsOpportunity to capitalize on knowledge base, best practices and identifyacquisition candidatesQuorum Health(1) Financials are unaudited and adjusted EBITDA excludes certain non-recurring items.2014 Revenue$2.1 billion(1)2014 Adj. EBITDA~$255million(1)Managed hospitals located in similar marketsas the group of 38 hospitals

Attractive, Geographically Diversified Portfolio6WilliamstonJacksonLouisaPaintsvilleSunburyLock HavenMassillonHamletLexingtonMonroeWinderCentreBlue RidgeFt. PayneMcKenzieAugustaAnnaMarionMt. VernonRed BudGranite CityWaukegan (2)Blue IslandHelenaGalesburgForrest CityGreenvilleAlpineBig SpringBarstowWatsonvilleDemingLas VegasMesquiteSpringfieldTooeleEvanstonQuorum Health’s hospitals are typically located in cities and counties withpopulations of 50,000 or less38 Hospitals across 16 states with 3,635 licensed beds

Poised for Success7StrongMarketPresence–solehospitalproviderin84%ofmarketsGeographicallydiversified–38hospitalsacross16statesEmphasisonQualityofCare–28hospitals(74%)namedTopPerformerson Key Quality Measures by Joint Commission WellPositionedPortfolioCompellingGrowthStrategyAttractiveFinancialProfileDevelop facility-specific operating and marketing strategies aligned withcommunity needsExpand service linesLower overhead costs and improve operating efficiencyAcquire similarly situated community hospitals and leverage resourcesand relationshipsCreates an independent company with access to capital and equity currencyOpportunity to drive revenue growth and margin expansionACA expansion; 9 of 16 states (78% of revenues) have expanded MedicaidCoverage

Experienced Leadership Team8Independent executive management team dedicated toQuorum HealthExecutive management will consist of current CHSexecutives with experience and knowledge of theindustry, markets and facilitiesThese executives, along with other executives, will benamed when the Form-10 is filedTransitional services from CHS to include informationtechnology, billing and collections, and payroll servicesManagementIndependent Board of Directors being identifiedCommitted to best practices in corporategovernanceand building on CHS’ legacyBoard ofDirectors

Pro Forma CHS Better Positioned to Execute Growth Strategy9160 hospitals across 22 states with 27,700 licensed bedsSole hospital provider in approximately 60% of markets12 of 22 states generate over $500 million of revenuesCombined, these states contributed 84% of total revenues in 2014Strong MarketPresenceFocusedOperatingStrategyEnhance focus on larger marketsLeverage standardized and centralized practicesInvest in high opportunity markets and further strengthen regionalhealthcare networks to drive greater profitabilitySenior leadership team largely unchanged and committed to growthCHS will remain as one of the largest publicly traded hospital companiesAttractiveFinancial ProfileImproved operating margin and profitabilityCash from new debt raised by Quorum Health will be used to pay downsecured indebtednessTotal leverage remains largely unchanged

Process Overview10Quorum Health intends to file initial Form 10 information statement withthe SEC before the end of the third quarter of 2015Target completion in the first quarter of 2016TransactionTimingDistributionProcessConditionsPrecedentDistribution of Quorum Health common shares via a special distribution toCHS stockholdersFollowing the distribution, current CHS stockholders will own shares in bothCHS and Quorum HealthNumber of CHS shares owned by each stockholder will not change as a resultof this distributionSpin-off permitted under CHS debt documentationDeclaration by SEC that Quorum Health’s registration statement is effectiveFiling and approval of Quorum Health listing by NYSEFinal approval and declaration of the distribution by CHS’ Board of DirectorsReceipt of certain regulatory approvals and other customary conditionsTaxConsiderationsIntended to qualify as tax-freedistribution to CHS and stockholdersQuorum Health 2014 tax basis estimated to be $1.27 billion

Appendix

Non-GAAP Financial Measures12EBITDA is a non-GAAP financial measure which consists of net income attributable to Quorum Health Corporation,before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to excludeimpairment of long-lived assets, net income attributable to non-controlling interests, and expenses related to legalsettlements and related costs.  Community Health Systems believes that it is useful to present Adjusted EBITDAbecause it clarifies for investors Quorum Health Corporation’s portion of EBITDA generated by continuing operations. Community Health Systems uses Adjusted EBITDA as a measure of liquidity.  Community Health Systems has alsopresented Quorum Health Corporation’s Adjusted EBITDA in this presentation because it believes it providesinvestors with additional information about Quorum Health Corporation’s ability to incur and service debt and makecapital expenditures.Adjusted EBITDA is not a measurement of financial performance or liquidity under U.S. GAAP. It should not beconsidered in isolation or as a substitute for net income, operating income, cash flows from operating, investing orfinancing activities or any other measure calculated in accordance with U.S. GAAP. The items excluded fromAdjusted EBITDA are significant components in understanding and evaluating financial performance and liquidity.This calculation of Adjusted EBITDA may not be comparable to similarly titled measures reported by othercompanies.Because certain terms of the spin-off have not yet been determined, including as to the balance sheet and statementof cash flows of Quorum Health Corporation, it is not reasonably possible at this time to provide the net income forQuorum Health Corporation or a reconciliation to the estimated Adjusted EBITDA figures included in thispresentation.  Historical GAAP financial information for Community Health Systems is included in its most recentAnnual Report on Form 10-K filed with the SEC, and historical GAAP financial information for Quorum HealthCorporation will be included in the Form 10 registration statement relating to the spin-off.