(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the year ended December 31, 2008 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware
(State of incorporation) |
13-3893191
(IRS Employer Identification No.) |
|
4000 Meridian Boulevard
Franklin, Tennessee (Address of principal executive offices) |
37067
(Zip Code) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, $.01 par value | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
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32
33
124
125
130
131
Item 1.
Business
of Community Health Systems, Inc.
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increase revenue at our facilities;
improve profitability;
improve quality; and
grow through selective acquisitions.
recruiting additional primary care physicians and specialists;
expanding the breadth of services offered at our hospitals
through targeted capital expenditures to support the addition of
more complex services, including orthopedics, cardiovascular
services, and urology; and
providing the capital to invest in technology and the physical
plant at the facilities, particularly in our emergency rooms,
surgery departments, critical care departments, and diagnostic
services.
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standardizing and centralizing our operations;
optimizing resource allocation by utilizing our company-devised
case and resource management program, which assists in improving
clinical care and containing expenses;
capitalizing on purchasing efficiencies through the use of
company-wide standardized purchasing contracts and terminating
or renegotiating specified vendor contracts;
installing a standardized management information system,
resulting in more efficient billing and collection
procedures; and
monitoring and enhancing productivity of our human resources.
Billing and Collections.
We have adopted
standard policies and procedures with respect to billing and
collections. We have also automated and standardized various
components of the collection cycle, including statement and
collection letters and the movement of accounts through the
collection cycle. Upon completion of an acquisition, our
management information system team converts the hospitals
existing information system to our standardized system. This
enables us to quickly implement our business controls and cost
containment initiatives.
Physician Support.
We support our newly
recruited physicians to enhance their transition into our
communities. We have implemented physician practice management
seminars and training. We host these seminars bi-monthly. All
newly recruited physicians are required to attend a
three-day
introductory seminar that covers issues involved in starting up
a practice.
Procurement and Materials Management.
We have
standardized and centralized our operations with respect to
medical supplies, equipment and pharmaceuticals used in our
hospitals. We have a participation agreement with HealthTrust
Purchasing Group, L.P., HealthTrust, a group purchasing
organization, or GPO. HealthTrust is the source for a
substantial portion of our medical supplies, equipment and
pharmaceuticals. This agreement extends to March 2010, with
automatic renewal terms of one year unless either party
terminates by giving notice of non-renewal.
Facilities Management.
We have standardized
interiors, lighting and furniture programs. We have also
implemented a standard process to initiate, evaluate and
complete construction projects. Our corporate staff monitors all
construction projects, and reviews and pays all construction
project invoices. Our initiatives in this area have reduced our
construction costs while maintaining the same level of quality
and have shortened the time it takes us to complete these
projects.
Other Initiatives.
We have also improved
margins by implementing standard programs with respect to
ancillary services in areas including emergency rooms, pharmacy,
laboratory, imaging, home care, skilled nursing, centralized
outpatient scheduling and health information management. We have
reduced costs associated with these services by improving
contract terms and standardizing information systems. We work to
identify and communicate best practices and monitor these
improvements throughout the Company.
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Internal Controls Over Financial Reporting.
We
have centralized many of our significant internal controls over
financial reporting and standardized those other controls that
are performed at our hospital locations. We continuously monitor
compliance with and evaluate the effectiveness of our internal
controls over financial reporting.
appropriately treating patients along the care continuum;
reducing inefficiently applied processes, procedures and
resources;
developing and implementing standards for operational best
practices; and
using
on-site
clinical facilitators to train and educate care practitioners on
identified best practices.
have a service area population between 20,000 and 400,000 with a
stable or growing population base;
are the sole or primary provider of acute care services in the
community;
are located in an area with the potential for service expansion;
are not located in an area that is dependent upon a single
employer or industry; and
have financial performance that we believe will benefit from our
managements operating skills.
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6
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facility size and location;
facility ownership structure (i.e., tax-exempt or investor
owned);
a facilitys ability to participate in group purchasing
organizations; and
facility payor mix.
7
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excess capacity of available capital;
valuation levels;
financial performance issues, including challenges associated
with changes in reimbursement and collectability of self-pay
revenue;
the desire to enhance the local availability of healthcare in
the community;
the need and ability to recruit primary care physicians and
specialists;
the need to achieve general economies of scale and to gain
access to standardized and centralized functions, including
favorable supply agreements and access to malpractice
coverage; and
regulatory changes.
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Year Ended December 31,
2008
2007
2006
(Dollars in thousands)
118
115
70
17,245
16,716
8,406
15,063
14,446
6,753
663,328
459,046
307,964
1,196,602
842,368
570,969
2,808,247
1,923,547
1,264,256
4.2
4.2
4.1
52.0
%
52.2
%
54.3
%
$
10,840,098
$
7,063,775
$
4,180,136
50.3
%
49.2
%
50.0
%
47.5
%
48.8
%
48.8
%
$
218,304
$
30,289
$
168,263
2.0
%
0.4
%
4.0
%
$
1,524,723
$
814,980
$
564,339
14.1
%
11.7
%
13.5
%
$
1,057,281
$
687,738
$
350,255
9.8
%
9.7
%
8.4
%
$
(665,471
)
$
(7,498,858
)
$
(640,257
)
$
(304,029
)
$
6,903,428
$
226,460
Year Ended December 31,
(Decrease)
2008
2007
Increase
(Dollars in thousands)
651,211
638,635
2.0
%
1,174,600
1,149,284
2.2
%
2,754,336
2,763,735
4.2
4.3
52.1
%
52.8
%
$
10,620,627
$
9,962,447
6.6
%
$
981,365
$
621,983
57.8
%
9.2
%
6.2
%
$
487,637
$
446,254
$
42,064
$
48,796
9
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(1)
Licensed beds are the number of beds for which the appropriate
state agency licenses a facility regardless of whether the beds
are actually available for patient use.
(2)
Beds in service are the number of beds that are readily
available for patient use.
(3)
Admissions represent the number of patients admitted for
inpatient treatment.
(4)
Adjusted admissions is a general measure of combined inpatient
and outpatient volume. We computed adjusted admissions by
multiplying admissions by gross patient revenues and then
dividing that number by gross inpatient revenues.
(5)
Patient days represent the total number of days of care provided
to inpatients.
(6)
Average length of stay (days) represents the average number of
days inpatients stay in our hospitals.
(7)
We calculated occupancy rate percentages by dividing the average
daily number of inpatients by the weighted average of beds in
service.
(8)
EBITDA consists of net income (loss) before interest, income
taxes, depreciation and amortization. Adjusted EBITDA is EBITDA
adjusted to exclude discontinued operations, loss from early
extinguishment of debt and minority interest in earnings. We
have from time to time sold minority interests in certain of our
subsidiaries or acquired subsidiaries with existing minority
interest ownership positions. We believe that it is useful to
present adjusted EBITDA because it excludes the portion of
EBITDA attributable to these third party interests and clarifies
for investors our portion of EBITDA generated by continuing
operations. We use adjusted EBITDA as a measure of liquidity. We
have included this measure because we believe it provides
investors with additional information about our ability to incur
and service debt and make capital expenditures. Adjusted EBITDA
is the basis for a key component in the determination of our
compliance with some of the covenants under our senior secured
credit facility, as well as to determine the interest rate and
commitment fee payable under the senior secured credit facility
(although adjusted EBITDA does not include all of the
adjustments described in the senior secured credit facility).
Adjusted EBITDA is not a measurement of financial performance or
liquidity under generally accepted accounting principles. 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 generally accepted accounting principles. The
items excluded from adjusted EBITDA are significant components
in understanding and evaluating financial performance and
liquidity. Our calculation of adjusted EBITDA may not be
comparable to similarly titled measures reported by other
companies.
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The following table reconciles adjusted EBITDA, as defined, to
our net cash provided by operating activities as derived
directly from our consolidated financial statements for the
years ended December 31, 2008, 2007, and 2006 (in
thousands):
Year Ended December 31,
2008
2007
2006
$
1,524,723
$
814,980
$
564,339
(651,925
)
(361,773
)
(94,411
)
(129,479
)
(41,828
)
(110,152
)
159,870
(39,894
)
(25,228
)
5,316
(8,884
)
(6,873
)
(6,357
)
5,298
1,378
7,609
21,458
9,485
52,105
38,771
20,073
(1,278
)
(1,216
)
(6,819
)
3,577
19,017
500
(57,437
)
131,300
(71,141
)
(34,711
)
(31,977
)
(4,544
)
119,596
125,959
52,151
65,672
16,527
21,497
$
1,057,281
$
687,738
$
350,255
(9)
Includes former Triad hospitals data, as if we owned them
as of January 1, 2007 (acquisition date was July 25,
2007) and other acquired hospitals to the extent we
operated them during comparable periods in both years. We have
restated our 2008 and 2007 financial statements and statistical
results to reflect the reclassification in 2008 of one hospital
owned by us during these periods, which is held for sale, to
discontinued operations.
the federal Medicare program;
state Medicaid or similar programs;
healthcare insurance carriers, health maintenance organizations
or HMOs, preferred provider organizations or
PPOs, and other managed care programs; and
patient directly.
11
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2008
2007
2006
27.5
%
29.0
%
30.4
%
9.1
%
10.3
%
11.1
%
52.7
%
50.7
%
46.7
%
10.7
%
10.0
%
11.8
%
100.0
%
100.0
%
100.0
%
12
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advances in technology, which have permitted us to provide more
services on an outpatient basis; and
pressure from Medicare or Medicaid programs, insurance
companies, and managed care plans to reduce hospital stays and
to reduce costs by having services provided on an outpatient
rather than on an inpatient basis.
making claims to Medicare for services not provided or
misrepresenting actual services provided in order to obtain
higher payments;
13
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paying money to induce the referral of patients where services
are reimbursable under a federal health program; or
paying money to limit or reduce the services provided to
Medicare beneficiaries.
payment of any incentive by the hospital when a physician refers
a patient to the hospital;
use of free or significantly discounted office space or
equipment for physicians in facilities usually located close to
the hospital;
provision of free or significantly discounted billing, nursing,
or other staff services;
free training for a physicians office staff including
management and laboratory techniques (but excluding compliance
training);
guarantees which provide that if the physicians income
fails to reach a predetermined level, the hospital will pay any
portion of the remainder;
low-interest or interest-free loans, or loans which may be
forgiven if a physician refers patients to the hospital;
payment of the costs of a physicians travel and expenses
for conferences;
payment of services which require few, if any, substantive
duties by the physician, or payment for services in excess of
the fair market value of the services rendered; or
purchasing goods or services from physicians at prices in excess
of their fair market value.
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15
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16
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17
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18
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19
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Item 1A.
Risk
Factors
As of
December 31, 2008
($ in millions)
$
5,965.9
2,910.8
90.7
8,967.4
1,672.9
Year Ended December 31,
2004
2005
2006
2007
2008
3.87 x
3.79 x
3.37 x
1.22 x
1.47 x
(1)
There are no shares of preferred stock outstanding.
22
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incur, assume or guarantee additional indebtedness;
issue redeemable stock and preferred stock;
repurchase capital stock;
make restricted payments, including paying dividends and making
investments;
redeem debt that is junior in right of payment to the notes;
create liens;
sell or otherwise dispose of assets, including capital stock of
subsidiaries;
enter into agreements that restrict dividends from subsidiaries;
merge, consolidate, sell or otherwise dispose of substantial
portions of our assets;
enter into transactions with affiliates; and
guarantee certain obligations.
it may limit our ability to obtain additional debt or equity
financing for working capital, capital expenditures, debt
service requirements, acquisitions and general corporate or
other purposes;
a substantial portion of our cash flows from operations will be
dedicated to the payment of principal and interest on our
indebtedness and will not be available for other purposes,
including our operations, capital expenditures, and future
business opportunities;
the debt service requirements of our indebtedness could make it
more difficult for us to satisfy our financial obligations;
some of our borrowings, including borrowings under our New
Credit Facility, are at variable rates of interest, exposing us
to the risk of increased interest rates;
it may limit our ability to adjust to changing market conditions
and place us at a competitive disadvantage compared to our
competitors that have less debt; and
we may be vulnerable in a downturn in general economic
conditions or in our business, or we may be unable to carry out
capital spending that is important to our growth.
23
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24
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25
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26
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27
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general economic and business conditions, both nationally and in
the regions in which we operate;
our ability to successfully integrate any acquisitions or to
recognize expected synergies from such acquisitions, including
facilities acquired from Triad;
risks associated with our substantial indebtedness, leverage and
debt service obligations;
demographic changes;
changes in, or the failure to comply with, governmental
regulations;
legislative proposals for healthcare reform;
28
Table of Contents
potential adverse impact of known and unknown government
investigations and Civil False Claims Act litigation;
our ability, where appropriate, to enter into or maintain
managed care provider arrangements and the terms of these
arrangements;
changes in inpatient or outpatient Medicare and Medicaid payment
levels;
increases in the amount and risk of collectability of patient
accounts receivable;
increases in wages as a result of inflation or competition for
highly technical positions and rising supply 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, without significant
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;
changes in medical or other technology;
changes in GAAP;
the availability and terms of capital to fund additional
acquisitions or replacement facilities;
our ability to successfully acquire additional hospitals and
complete the sale of hospitals held for sale;
our ability to obtain adequate levels of general and
professional liability insurance; and
timeliness of reimbursement payments received under government
programs.
Item 2.
Properties
29
Table of Contents
Date of
Licensed
Acquisition/Lease
Ownership
Beds(1)
Inception
Type
Greenville
72
October, 1994
Owned
Foley
112
June, 2000
Leased
Centre
60
April, 2006
Owned
Fort Payne
134
April, 2006
Owned
Birmingham
560
July, 2007
Owned
Dothan
235
July, 2007
Owned
Enterprise
131
July, 2007
Owned
Gadsden
346
July, 2007
Owned
Huntsville
150
July, 2007
Owned
Palmer
74
July, 2007
Owned
Payson
44
August, 1997
Leased
Bullhead City
139
July, 2000
Owned
Tucson
300
July, 2007
Owned
Oro Valley
144
July, 2007
Owned
Newport
133
October, 1994
Owned
Helena
155
March, 2002
Leased
Forrest City
118
March, 2006
Leased
Bentonville
128
July, 2007
Owned
Springdale
222
July, 2007
Owned
Johnson
64
July, 2007
Owned
Barstow
56
January, 1993
Leased
Fallbrook
47
November, 1998
Operated(3)
Watsonville
106
September, 1998
Owned
Lake Wales
154
December, 2002
Owned
Crestview
110
March, 1996
Owned
Blue Ridge
50
January, 1986
Owned
Augusta
231
July, 2007
Owned
Mt. Vernon
55
October, 1994
Owned
Granite City
416
January, 2002
Owned
Marion
92
October, 1996
Owned
Red Bud
31
September, 2001
Owned
Galesburg
173
July, 2004
Owned
30
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Date of
Licensed
Acquisition/Lease
Ownership
Beds(1)
Inception
Type
Waukegan
407
July, 2006
Owned
Anna
25
November, 2006
Leased
Valparaiso
301
May, 2007
Owned
Bluffton
79
July, 2007
Owned
Fort Wayne
131
July, 2007
Owned
Fort Wayne
432
July, 2007
Owned
Fort Wayne
191
July, 2007
Owned
Peru
25
July, 2007
Owned
Warsaw
72
July, 2007
Owned
Fort Wayne
39
July, 2007
Owned
Fulton
70
May, 1992
Owned
Louisa
90
May, 1993
Owned
Jackson
55
August, 1995
Leased
Leesville
60
October, 1994
Owned
Ruston
159
April, 2007
Leased
Lake Charles
88
July, 2007
Owned
Hattiesburg
211
July, 2007
Owned
Vicksburg
341
July, 2007
Owned
Moberly
103
November, 1993
Owned
Kirksville
115
December, 2000
Leased
Mesquite
25
July, 2007
Owned
Salem
140
September, 2002
Owned
Deming
49
March, 1996
Owned
Roswell
162
April, 1998
Owned
Las Vegas
54
April, 2000
Owned
Carlsbad
112
July, 2007
Owned
Hobbs
234
July, 2007
Owned
Las Cruces
168
July, 2007
Owned
Williamston
49
November, 1998
Leased
Massillon
432
July, 2007
Owned
Ponca City
140
May, 2006
Owned
Claremore
81
July, 2007
Owned
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Date of
Licensed
Acquisition/Lease
Ownership
Beds(1)
Inception
Type
Oklahoma City
313
July, 2007
Owned
Tulsa
180
July, 2007
Owned
Woodward
87
July, 2007
Owned
Springfield
114
July, 2007
Owned
Berwick
101
March, 1999
Owned
Coatesville
175
June, 2001
Owned
West Grove
59
October, 2001
Owned
Easton
254
October, 2001
Owned
Lock Haven
59
August, 2002
Owned
Pottstown
226
July, 2003
Owned
Phoenixville
138
August, 2004
Owned
Philadelphia
164
February, 2005
Owned
Sunbury
92
October, 2005
Owned
Bennettsville
102
August, 1996
Leased
Cheraw
59
August, 1996
Leased
Lancaster
231
November, 1994
Owned
Florence
420
July, 2007
Owned
Spartanburg
209
July, 2007
Owned
Morristown
135
May, 1993
Owned
Jackson
154
January, 2003
Owned
Dyersburg
225
January, 2003
Owned
Brownsville
62
January, 2003
Owned
Lexington
45
January, 2003
Owned
McKenzie
45
January, 2003
Owned
Selmer
45
January, 2003
Owned
Martin
100
January, 2003
Owned
Shelbyville
60
July, 2005
Owned
Cleveland
351
October, 2005
Owned
Clarksville
270
July, 2007
Owned
Alpine
25
October, 1999
Owned
Cleveland
107
August, 1996
Leased
Big Spring
150
October, 1994
Owned
Hillsboro
92
October, 1994
Owned
Granbury
59
January, 1997
Owned
Jourdanton
67
November, 2001
Owned
Laredo
326
October, 2003
Owned
Weatherford
99
November, 2006
Leased
Abilene
231
July, 2007
Owned
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Date of
Licensed
Acquisition/Lease
Ownership
Beds(1)
Inception
Type
Brownwood
196
July, 2007
Owned
College Station
150
July, 2007
Owned
Corsicana
162
July, 2007
Owned
Denton
255
July, 2007
Owned
Longview
131
July, 2007
Owned
Lufkin
149
July, 2007
Owned
San Angelo
171
July, 2007
Owned
Victoria
308
July, 2007
Owned
Cedar Park
77
December, 2007
Owned
Tooele
35
October, 2000
Owned
Emporia
80
March, 1999
Owned
Franklin
105
March, 2000
Owned
Petersburg
300
August, 2003
Owned
Spokane
388
October, 2008
Owned
Spokane Valley
123
October, 2008
Owned
Oak Hill
25
July, 2002
Owned
Ronceverte
122
July, 2007
Owned
Evanston
42
November, 1999
Owned
17,932
(1)
Licensed beds are the number of beds for which the appropriate
state agency licenses a facility regardless of whether the beds
are actually available for patient use.
(2)
In 2008, we segregated this entity from Northwest Medical
Center Bentonville for reporting purposes.
(3)
We operate this hospital under a lease-leaseback and operating
agreement. We recognize all operating statistics, revenue and
expenses associated with this hospital in our consolidated
financial statements.
(4)
In 2008, we segregated this entity from Lutheran Hospital for
reporting purposes.
Table of Contents
City
State
Licensed Beds
Coliseum Medical Center (38%)
Macon
GA
250
Coliseum Psychiatric Center (38%)
Macon
GA
60
Coliseum Northside Hospital (38%)
Macon
GA
103
Summerlin Hospital Medical Center (26.1%)
Las Vegas
NV
281
Desert Springs Hospital (27.5%)
Las Vegas
NV
286
Valley Hospital Medical Center (27.5%)
Las Vegas
NV
404
Spring Valley Hospital Medical Center (27.5%)
Las Vegas
NV
210
Centennial Hills Medical Center (27.5%)
Las Vegas
NV
165
Medical Center of South Arkansas (50%)
El Dorado
AR
166
Item 3.
Legal
Proceedings
34
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35
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36
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37
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Item 4.
Submission
of Matters to a Vote of Security Holders
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
High
Low
$
39.05
$
33.28
41.72
34.86
44.50
30.39
37.50
27.70
$
36.85
$
29.79
40.05
32.40
36.81
28.24
28.38
10.47
38
Table of Contents
12/31/2003
12/31/2004
12/31/2005
12/31/2006
12/31/2007
12/31/2008
$
100.00
$
104.89
$
144.24
$
137.40
$
138.68
$
54.85
$
100.00
$
103.21
$
110.30
$
116.20
$
124.07
$
93.95
$
100.00
$
108.99
$
112.26
$
127.55
$
132.06
$
81.23
Total Number
of Shares
Maximum
Purchased as
Number of
Total
Average
Part of
Shares that May
Number of
Price
Publicly
Yet be Purchased
Shares
Paid per
Announced
Under the Plans
Purchased
Share
Plans(a)
or Programs(a)
2,500,000
$
20.73
2,500,000
1,983,000
1,319,609
11.75
1,319,609
663,391
450,000
12.43
450,000
213,391
4,269,609
17.08
4,269,609
213,391
39
Table of Contents
(a)
On December 13, 2006, we commenced an open market
repurchase program for up to 5,000,000 shares of our common
stock not to exceed $200 million in purchases. This
purchase program will conclude at the earlier of three years or
when the maximum number of shares have been repurchased. During
the year ended December 31, 2008, we repurchased
4,786,609 shares, which is the cumulative number of shares
repurchased under this program, at a weighted-average price of
$18.80 per share. This repurchase plan follows a prior
repurchase plan for up to five million shares which concluded on
November 8, 2006. We repurchased 5,000,000 shares at a
weighted average price of $35.23 per share under this earlier
program.
Item 6.
Selected
Financial Data
Five Year Summary of Selected Financial Data
Year Ended December 31,
2008
2007(1)
2006
2005
2004
(In thousands, except share and per share data)
$
10,840,098
$
7,063,775
$
4,180,136
$
3,576,117
$
3,042,880
983,574
478,726
385,057
398,463
332,767
206,658
57,714
177,695
188,370
158,009
218,304
30,289
168,263
167,544
151,433
share Basic:
$
2.21
$
0.62
$
1.87
$
2.13
$
1.65
0.13
(0.30
)
(0.10
)
(0.24
)
(0.07
)
$
2.34
$
0.32
$
1.77
$
1.89
$
1.58
share Diluted:
$
2.19
$
0.61
$
1.85
$
2.00
$
1.58
0.13
(0.29
)
(0.10
)
(0.21
)
(0.07
)
$
2.32
$
0.32
$
1.75
$
1.79
$
1.51
93,371,782
93,517,337
94,983,646
88,601,168
95,643,733
94,288,829
94,642,294
96,232,910
98,579,977
(4)
105,863,790
(3)
$
220,655
$
132,874
$
40,566
$
104,108
$
82,498
13,818,254
13,493,643
4,506,579
3,934,218
3,632,608
10,611,419
10,334,904
2,207,623
1,932,238
2,030,258
1,672,865
1,710,804
1,723,673
1,564,577
1,239,991
40
Table of Contents
(1)
Includes the results of operations of the former Triad hospitals
from July 25, 2007, the date of acquisition.
(2)
See Note 12 to the Consolidated Financial Statements,
included in item 8 of this
Form 10-K.
(3)
Included 8,582,076 shares related to the convertible notes
under the if-converted method of determining weighted average
shares outstanding.
(4)
Included 8,385,031 shares related to the convertible notes
under the if-converted method of determining weighted average
shares outstanding.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
41
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42
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Year Ended December 31,
2008
2007
2006
27.5
%
29.0
%
30.4
%
9.1
%
10.3
%
11.1
%
52.7
%
50.7
%
46.7
%
10.7
%
10.0
%
11.8
%
100.0
%
100.0
%
100.0
%
43
Table of Contents
Year Ended December 31,
2008
2007
2006
(Expressed as a percentage
of net operating revenues)
100.0
100.0
100.0
(86.3
)
(88.9
)
(86.5
)
(4.6
)
(4.4
)
(4.3
)
9.1
6.7
9.2
(6.0
)
(5.1
)
(2.2
)
(0.4
)
(0.4
)
(0.2
)
(0.1
)
0.4
0.4
3.1
1.4
6.9
(1.2
)
(0.6
)
(2.6
)
1.9
0.8
4.3
0.1
(0.4
)
(0.3
)
2.0
0.4
4.0
Year Ended December 31,
2008
2007
(Expressed in percentages)
53.5
%
69.0
%
44.5
49.1
42.1
47.5
2.4
620.7
(82.0
)
6.6
%
4.2
%
2.0
(1.1
)
2.2
0.3
(a)
Pursuant to SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, we have
restated our 2008 and 2007 financial statements to reflect the
reclassification in 2008 of one hospital owned by us during
these periods, which is held for sale, to discontinued
operations. Our statistical results have also been restated to
reflect the aforementioned reclassification.
44
Table of Contents
(b)
Operating expenses include salaries and benefits, provision for
bad debts, supplies, rent, and other operating expenses.
(c)
Adjusted admissions is a general measure of combined inpatient
and outpatient volume. We computed adjusted admissions by
multiplying admissions by gross patient revenues and then
dividing that number by gross inpatient revenues.
(d)
Includes income (loss) on discontinued operations.
(e)
Includes former Triad hospitals during the comparable periods
and other acquired hospitals to the extent we operated them
during comparable periods in both years.
45
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46
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47
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2015
Total
2009
2010-2012
2013-2014
and thereafter
$
6,015,529
$
22,730
$
148,787
$
5,821,263
$
22,749
2,910,831
2,910,831
2,947,815
487,993
1,454,945
864,943
139,934
58,972
10,589
16,553
5,865
25,965
11,933,147
521,312
1,620,285
6,692,071
3,099,479
842,523
159,954
339,486
137,514
205,569
527,320
110,683
383,615
18,022
15,000
93,257
93,257
18,211
6,454
11,757
$
13,414,458
$
891,660
$
2,355,143
$
6,847,607
$
3,320,048
(1)
Estimate of interest payments assumes the interest rates at
December 31, 2008 remain constant during the period
presented for the New Credit Facility, which is variable rate
debt. The interest rate used to calculate interest payments for
the New Credit Facility was LIBOR as of December 31, 2008
plus the spread. The Notes are fixed at an interest rate of
8.875% per annum.
(2)
Pursuant to purchase agreements in effect as of
December 31, 2008 and where certificate of need approval
has been obtained, we have commitments to build the following
replacement facilities and the following capital commitments. As
required by an amendment to our lease agreement entered into in
2005, we agreed to build a replacement hospital at our Barstow,
California location by November 2012. As part of an acquisition
in 2007, we agreed to build a replacement hospital in
Valparaiso, Indiana by April 2011. Construction costs, including
equipment costs, for these two replacement facilities are
currently estimated to be approximately $269.0 million of
which approximately $8.5 million has been incurred to date.
In addition as a part of an acquisition in 2004, we committed to
spend $90.0 million in capital expenditures within eight
years in Phoenixville, Pennsylvania, and as part of an
acquisition in 2005, we committed to spend approximately
$64 million within seven years and an additional
$15 million with no set completion
48
Table of Contents
date related to capital expenditures at Chestnut Hill Hospital
in Philadelphia, Pennsylvania. As of December 31, 2008, we
have incurred to date approximately $53.6 million and
$17.0 million for the capital expenditures at Phoenixville,
Pennsylvania and Chestnut Hill, Pennsylvania, respectively. As
part of an acquisition in 2008, we committed to spend
$100.0 million within five years related to capital
expenditures at Deaconess Hospital and Valley Hospital and
Medical Center, both in Spokane, Washington. As of
December 31, 2008, we have incurred to date approximately
$11.3 million related to this commitment.
(3)
Open purchase orders represent our commitment for items ordered
but not yet received.
49
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50
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51
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Notional
Fixed
Amount
Interest
Termination
Fair Value
(In 000s)
Rate
Date
(In 000s)
$
100,000
3.9350
%
June 6, 2009
$
(975
)
100,000
4.3375
%
November 30, 2009
(2,147
)
200,000
2.8800
%
September 17, 2010
(3,846
)
100,000
4.9360
%
October 4, 2010
(5,632
)
100,000
4.7090
%
January 24, 2011
(6,327
)
300,000
5.1140
%
August 8, 2011
(25,737
)
100,000
4.7185
%
August 19, 2011
(7,645
)
100,000
4.7040
%
August 19, 2011
(7,609
)
100,000
4.6250
%
August 19, 2011
(7,408
)
200,000
4.9300
%
August 30, 2011
(16,510
)
200,000
3.0920
%
September 18, 2011
(7,118
)
100,000
3.0230
%
October 23, 2011
(3,432
)
200,000
4.4815
%
October 26, 2011
(14,788
)
200,000
4.0840
%
December 3, 2011
(12,949
)
100,000
3.8470
%
January 4, 2012
(5,908
)
100,000
3.8510
%
January 4, 2012
(5,919
)
100,000
3.8560
%
January 4, 2012
(5,934
)
200,000
3.7260
%
January 8, 2012
(11,150
)
200,000
3.5065
%
January 16, 2012
(9,924
)
250,000
5.0185
%
May 30, 2012
(25,375
)
150,000
5.0250
%
May 30, 2012
(15,337
)
200,000
4.6845
%
September 11, 2012
(19,262
)
100,000
3.3520
%
October 23, 2012
(5,080
)
125,000
4.3745
%
November 23, 2012
(10,932
)
75,000
4.3800
%
November 23, 2012
(6,668
)
150,000
5.0200
%
November 30, 2012
(16,905
)
100,000
5.0230
%
May 30, 2013
(12,247
)
300,000
5.2420
%
August 6, 2013
(40,561
)
100,000
5.0380
%
August 30, 2013
(12,762
)
50,000
3.5860
%
October 23, 2013
(3,297
)
50,000
3.5240
%
October 23, 2013
(3,160
)
100,000
5.0500
%
November 30, 2013
(13,262
)
200,000
2.0700
%
December 19, 2013
161
100,000
5.2310
%
July 25, 2014
(15,376
)
100,000
5.2310
%
July 25, 2014
(15,376
)
200,000
5.1600
%
July 25, 2014
(30,033
)
75,000
5.0405
%
July 25, 2014
(10,809
)
125,000
5.0215
%
July 25, 2014
(17,895
)
52
Table of Contents
incur, assume or guarantee additional indebtedness;
issue redeemable stock and preferred stock;
repurchase capital stock;
make restricted payments, including paying dividends and making
investments;
redeem debt that is junior in right of payment to the notes;
create liens without securing the notes;
sell or otherwise dispose of assets, including capital stock of
subsidiaries;
enter into agreements that restrict dividends from subsidiaries;
merge, consolidate, sell or otherwise dispose of substantial
portions of our assets;
enter into transactions with affiliates; and
guarantee certain obligations.
53
Table of Contents
54
Table of Contents
55
Table of Contents
56
Table of Contents
As of December 31,
2008
2007
59.8
%
61.2
%
19.0
%
18.8
%
16.2
%
15.3
%
5.0
%
4.7
%
100.0
%
100.0
%
As of December 31,
2008
2007
67.0
%
66.7
%
33.0
%
33.3
%
100.0
%
100.0
%
57
Table of Contents
58
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59
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Year Ended December 31,
2008
2007
2006
$
300,184
$
104,161
$
88,371
197,453
(26,309
)
171,144
110,010
73,039
43,441
(15,826
)
7,158
3,146
11,499
(1,040
)
3,667
105,683
79,157
50,254
(688
)
(701
)
(574
)
(54,600
)
(53,577
)
(33,890
)
(55,288
)
(54,278
)
(34,464
)
$
350,579
$
300,184
$
104,161
(1)
Total expense, including premiums for insured coverage, was
$65.7 million in 2006, $99.7 million in 2007 and
$130.4 million in 2008.
60
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61
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62
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
63
Table of Contents
Item 8.
Financial
Statements and Supplementary Data.
Page
65
66
67
68
69
70
64
Table of Contents
65
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Year Ended December 31,
2008
2007
2006
(In thousands, except share and per share data)
$
10,840,098
$
7,063,775
$
4,180,136
4,326,526
2,875,795
1,661,619
1,208,687
885,653
518,861
1,518,987
935,812
487,778
2,073,713
1,422,972
855,596
229,526
153,695
91,943
499,085
311,122
179,282
9,856,524
6,585,049
3,795,079
983,574
478,726
385,057
651,925
361,773
94,411
(2,525
)
27,388
4
40,101
15,155
2,795
(42,064
)
(25,132
)
336,137
99,542
287,847
129,479
41,828
110,152
206,658
57,714
177,695
5,316
(8,884
)
(6,873
)
9,580
(2,594
)
(2,559
)
(3,250
)
(15,947
)
11,646
(27,425
)
(9,432
)
$
218,304
$
30,289
$
168,263
$
2.21
$
0.62
$
1.87
$
0.13
$
(0.30
)
$
(0.10
)
$
2.34
$
0.32
$
1.77
$
2.19
$
0.61
$
1.85
$
0.13
$
(0.29
)
$
(0.10
)
$
2.32
$
0.32
$
1.75
93,371,782
93,517,337
94,983,646
94,288,829
94,642,294
96,232,910
66
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67
Table of Contents
Accumulated
Retained
Additional
Unearned
Other
Earnings
Common Stock
Paid-in
Treasury Stock
Stock
Comprehensive
(Accumulated
Shares
Amount
Capital
Shares
Amount
Compensation
Income (Loss)
Deficit)
Total
(In thousands, except share data)
94,539,837
$
945
$
1,208,930
(975,549
)
$
(6,678
)
$
(13,204
)
$
15,191
$
359,393
$
1,564,577
168,263
168,263
(1,654
)
(1,654
)
562
562
(1,092
)
168,263
167,171
(8,301
)
(8,301
)
(5,000,000
)
(50
)
(176,265
)
(176,315
)
867,833
9
14,564
14,573
4,074,510
41
137,157
137,198
4,750
4,750
544,314
5
20,068
20,073
(13,257
)
13,204
(53
)
95,026,494
$
950
$
1,195,947
(975,549
)
$
(6,678
)
$
$
5,798
$
527,656
$
1,723,673
30,289
30,289
(91,063
)
(91,063
)
237
237
3,291
3,291
(87,535
)
30,289
(57,246
)
321,535
3
8,362
8,365
(2,760
)
(2,760
)
1,263,056
13
38,759
38,772
96,611,085
$
966
$
1,240,308
(975,549
)
$
(6,678
)
$
$
(81,737
)
$
557,945
$
1,710,804
218,304
218,304
(200,737
)
(200,737
)
(2,613
)
(2,613
)
(10,488
)
(10,488
)
(213,838
)
218,304
4,466
(4,786,609
)
(48
)
(90,141
)
(90,189
)
281,831
3
1,803
1,806
(310,806
)
(3
)
(5,455
)
(5,455
)
(672
)
(672
)
687,665
7
52,101
52,105
92,483,166
$
925
$
1,197,944
(975,549
)
$
(6,678
)
$
$
(295,575
)
$
776,249
$
1,672,865
68
Table of Contents
Year Ended December 31,
2008
2007
2006
(In thousands)
$
218,304
$
30,289
$
168,263
506,694
332,580
188,771
159,870
(39,894
)
(25,228
)
52,105
38,771
20,073
(1,278
)
(1,216
)
(6,819
)
(2,525
)
27,388
40,101
15,996
2,795
5,000
19,044
(17,687
)
3,954
3,937
3,577
19,017
500
(57,437
)
131,300
(71,141
)
(34,711
)
(31,977
)
(4,544
)
119,596
125,959
52,151
65,672
16,527
21,497
1,057,281
687,738
350,255
(161,907
)
(7,018,048
)
(384,618
)
(692,233
)
(522,785
)
(224,519
)
365,636
109,996
750
13,483
4,650
4,480
(190,450
)
(72,671
)
(36,350
)
(665,471
)
(7,498,858
)
(640,257
)
1,806
8,214
14,573
(90,188
)
(176,316
)
(3,136
)
(182,954
)
(2,153
)
1,278
1,216
6,819
(128
)
14,329
2,351
6,890
(77,587
)
(1,356
)
(915
)
(46,890
)
(6,645
)
(3,220
)
131,277
9,221,627
1,031,000
(234,918
)
(2,139,025
)
(650,090
)
(304,029
)
6,903,428
226,460
87,781
92,308
(63,542
)
132,874
40,566
104,108
$
220,655
$
132,874
$
40,566
69
Table of Contents
1.
Business
and Summary of Significant Accounting Policies
70
Table of Contents
71
Table of Contents
72
Table of Contents
73
Table of Contents
74
Table of Contents
Accumulated
Change in Fair
Change in Fair
Adjustment
Other
Value of Interest
Value of Available
to Pension
Comprehensive
Rate Swaps
for Sale Securities
Liability
Income (Loss)
$
13,315
$
784
$
(8,301
)
$
5,798
(91,063
)
237
3,291
(87,535
)
$
(77,748
)
$
1,021
$
(5,010
)
$
(81,737
)
(200,737
)
(2,613
)
(10,488
)
(213,838
)
$
(278,485
)
$
(1,592
)
$
(15,498
)
$
(295,575
)
75
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76
Table of Contents
2.
Accounting
for Stock-Based Compensation
Year Ended
December 31,
2008
2007
2006
$
(52,105
)
$
(38,771
)
$
(20,073
)
$
(31,655
)
$
(23,541
)
$
(12,762
)
$
(0.34
)
$
(0.25
)
$
(0.13
)
77
Table of Contents
Year Ended
December 31,
2008
2007
2006
24.9
%
24.4
%
24.2
%
0
0
0
4 years
4 years
4 years
2.53
%
4.48
%
4.67
%
Weighted
Average
Aggregate
Weighted
Remaining
Intrinsic
Average
Contractual
Value as of
Exercise
Term
December 31,
Shares
Price
(In Years)
2008
5,370,274
$
22.63
1,151,000
38.07
(865,833
)
16.47
(172,913
)
34.02
5,482,528
26.48
3,544,000
37.79
(295,854
)
26.89
(291,659
)
35.70
8,439,015
30.90
1,251,000
31.89
(281,831
)
22.10
(644,100
)
35.71
8,764,084
$
30.97
5.7 years
$
436
5,306,366
$
27.73
5.0 years
$
436
78
Table of Contents
Weighted
Average
Grant Date
Fair
Shares
Value
558,000
$
32.37
606,000
38.26
(185,975
)
32.43
(8,334
)
35.93
969,691
36.05
1,392,000
38.70
(384,646
)
35.47
(20,502
)
36.73
1,956,543
38.04
795,500
31.99
(960,001
)
37.64
(107,835
)
35.62
1,684,207
35.57
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Year Ended
December 31,
2008
2007
$
90,875
$
129,000
3,410.470
3,622.531
3.
Acquisitions
and Divestitures of Hospitals
strategically, Triad had operations in five states in which the
Company previously had no operations;
80
Table of Contents
the combined company has smaller concentrations of credit risk
through greater geographic diversification;
many support functions will be centralized; and
duplicate corporate functions will be eliminated.
81
Table of Contents
2008
2007
2006
$
35,619
$
1,394,082
$
56,896
146,986
3,824,521
262,335
2,787,509
66,490
84,804
516,067
33,452
1,611,129
27,247
Year Ended December 31,
2008
2007
(Unaudited)
$
11,071,479
$
9,772,807
216,520
(102,030
)
$
2.32
$
(1.09
)
$
2.30
$
(1.08
)
82
Table of Contents
83
Table of Contents
Year Ended December 31,
2008
2007
2006
(In thousands)
$
316,312
$
481,396
$
189,734
9,379
(11,270
)
(10,694
)
17,687
(3,954
)
(3,938
)
(5,000
)
(19,044
)
22,066
(34,268
)
(14,632
)
10,420
(6,843
)
(5,200
)
$
11,646
$
(27,425
)
$
(9,432
)
4.
Goodwill
and Other Intangible Assets
Year Ended December 31,
2008
2007
$
4,247,714
$
1,336,525
49,368
2,912,392
(119,650
)
22,053
(11,161
)
(1,913
)
(180
)
(21,343
)
$
4,166,091
$
4,247,714
84
Table of Contents
85
Table of Contents
5.
Income
Taxes
Year Ended December 31,
2008
2007
2006
$
2,129
$
27,416
$
120,209
3,515
11,411
13,555
5,644
38,827
133,764
110,870
5,769
(21,793
)
12,965
(2,768
)
(1,819
)
123,835
3,001
(23,612
)
$
129,479
$
41,828
$
110,152
86
Table of Contents
Year Ended December 31,
2008
2007
2006
Amount
%
Amount
%
Amount
%
$
117,648
35.0
%
$
34,840
35.0
%
$
100,746
35.0
%
10,712
3.2
5,618
5.5
7,628
2.7
(110
)
0.0
3,825
3.7
(2,270
)
(0.7
)
(2,625
)
(2.6
)
3,499
1.0
170
0.2
1,778
0.6
$
129,479
38.5
%
$
41,828
41.8
%
$
110,152
38.3
%
2008
2007
Assets
Liabilities
Assets
Liabilities
$
143,873
$
$
75,879
$
511,687
464,753
56,447
100,642
147,669
139,757
51,557
6,940
7,315
7,804
30,256
42,447
23,490
104,727
27,374
21,928
173,661
58,933
52,889
54,464
20,070
19,480
497,804
748,484
436,053
661,701
(124,978
)
(68,558
)
$
372,826
$
748,484
$
367,495
$
661,701
87
Table of Contents
Year Ended December 31,
2008
2007
$
14,880
$
10,510
8,325
10,160
1,930
223
1,820
(7,460
)
(6,700
)
(338
)
(2,840
)
$
15,630
$
14,880
88
Table of Contents
6.
Long-Term
Debt
As of December 31,
2008
2007
$
5,965,866
$
5,965,000
8,000
8,000
2,910,831
3,021,331
41,086
35,136
41,663
68,610
8,967,446
9,098,077
(29,462
)
(20,710
)
$
8,937,984
$
9,077,367
89
Table of Contents
90
Table of Contents
91
Table of Contents
Redemption
Price
104.438
%
102.219
%
100.000
%
92
Table of Contents
Term
Loans
$
12,066
45,264
45,264
45,264
45,264
5,772,744
$
5,965,866
$
29,462
61,412
49,943
48,589
48,841
8,729,199
$
8,967,446
93
Table of Contents
7.
Fair
Values of Financial Instruments
As of December 31,
2008
2007
Carrying
Estimated Fair
Carrying
Estimated Fair
Amount
Value
Amount
Value
$
220,655
$
220,655
$
132,874
$
132,874
6,325
6,325
8,352
8,352
24,325
24,325
38,075
38,075
5,965,866
4,653,375
5,965,000
5,733,856
8,000
8,000
8,000
8,000
2,910,831
2,677,965
3,021,331
3,074,204
41,663
41,663
68,610
68,610
94
Table of Contents
Notional
Fixed
Fair
Amount
Interest
Termination
Value
(In 000s)
Rate
Date
(In 000s)
$
100,000
3.9350
%
June 6, 2009
$
(975
)
100,000
4.3375
%
November 30, 2009
(2,147
)
200,000
2.8800
%
September 17, 2010
(3,846
)
100,000
4.9360
%
October 4, 2010
(5,632
)
100,000
4.7090
%
January 24, 2011
(6,327
)
300,000
5.1140
%
August 8, 2011
(25,737
)
100,000
4.7185
%
August 19, 2011
(7,645
)
100,000
4.7040
%
August 19, 2011
(7,609
)
100,000
4.6250
%
August 19, 2011
(7,408
)
200,000
4.9300
%
August 30, 2011
(16,510
)
200,000
3.0920
%
September 18, 2011
(7,118
)
100,000
3.0230
%
October 23, 2011
(3,432
)
200,000
4.4815
%
October 26, 2011
(14,788
)
200,000
4.0840
%
December 3, 2011
(12,949
)
100,000
3.8470
%
January 4, 2012
(5,908
)
100,000
3.8510
%
January 4, 2012
(5,919
)
100,000
3.8560
%
January 4, 2012
(5,934
)
200,000
3.7260
%
January 8, 2012
(11,150
)
200,000
3.5065
%
January 16, 2012
(9,924
)
250,000
5.0185
%
May 30, 2012
(25,375
)
150,000
5.0250
%
May 30, 2012
(15,337
)
200,000
4.6845
%
September 11, 2012
(19,262
)
100,000
3.3520
%
October 23, 2012
(5,080
)
125,000
4.3745
%
November 23, 2012
(10,932
)
75,000
4.3800
%
November 23, 2012
(6,668
)
150,000
5.0200
%
November 30, 2012
(16,905
)
100,000
5.0230
%
May 30, 2013
(12,247
)
300,000
5.2420
%
August 6, 2013
(40,561
)
100,000
5.0380
%
August 30, 2013
(12,762
)
50,000
3.5860
%
October 23, 2013
(3,297
)
50,000
3.5240
%
October 23, 2013
(3,160
)
100,000
5.0500
%
November 30, 2013
(13,262
)
200,000
2.0700
%
December 19, 2013
161
100,000
5.2310
%
July 25, 2014
(15,376
)
100,000
5.2310
%
July 25, 2014
(15,376
)
200,000
5.1600
%
July 25, 2014
(30,033
)
75,000
5.0405
%
July 25, 2014
(10,809
)
125,000
5.0215
%
July 25, 2014
(17,895
)
95
Table of Contents
8.
Fair
Value
96
Table of Contents
December 31,
2008
Level 1
Level 2
Level 3
$
6,325
$
6,325
$
$
24,325
24,325
$
30,650
$
30,650
$
$
$
435,134
$
$
435,134
$
$
48,985
$
$
$
48,985
$
484,119
$
$
435,134
$
48,985
Contractual
Obligation
$
61,000
(12,015
)
$
48,985
97
Table of Contents
9.
Leases
Operating(1)
Capital
$
159,954
$
10,589
136,783
8,165
111,763
4,989
90,940
3,399
72,728
3,041
270,355
28,789
$
842,523
$
58,972
(17,886
)
41,086
(6,732
)
$
34,354
(1)
Minimum lease payments have not been reduced by minimum sublease
rentals due in the future of $30.0 million.
10.
Employee
Benefit Plans
98
Table of Contents
Pension Plan
SERP
2008
2007
2008
2007
$
28,655
$
26,220
$
28,598
$
23,293
3,457
3,772
3,232
2,810
1,834
1,587
1,716
1,340
7,387
3,808
(2,812
)
212
1,155
(129
)
(112
)
37,625
28,655
41,145
28,598
15,479
13,670
(5,615
)
834
4,091
1,087
(129
)
(112
)
13,826
15,479
$
(23,799
)
$
(13,176
)
$
(41,145
)
$
(28,598
)
99
Table of Contents
Pension Plan
SERP
2008
2007
2008
2007
$
$
$
$
(23,799
)
(13,176
)
(41,145
)
(28,598
)
$
(23,799
)
$
(13,176
)
$
(41,145
)
$
(28,598
)
Pension Plan
SERP
2008
2007
2008
2007
$
2,204
$
2,893
$
12,206
$
5,702
8,538
(2,311
)
4,123
4,033
$
10,742
$
582
$
16,329
$
9,735
Pension Plan
SERP
2008
2007
2008
2007
$
37,625
$
28,655
$
41,145
$
28,598
28,301
20,587
28,261
18,546
13,826
15,479
Pension Plan
SERP
2008
2007
2008
2007
5.96
%
6.55
%
6.00
%
6.00
%
4.00
%
4.00
%
5.00
%
5.00
%
100
Table of Contents
Pension Plan
SERP
2008
2007
2006
2008
2007
2006
$
3,457
$
3,772
$
3,757
$
3,232
$
2,810
$
3,023
1,834
1,586
1,601
1,716
1,339
1,225
(1,426
)
(1,179
)
(1,054
)
689
689
1,336
884
884
884
(13
)
122
60
407
4,554
4,855
5,640
5,954
5,093
5,539
N/A
7,387
N/A
10,849
(2,466
)
N/A
212
1,155
N/A
(689
)
(689
)
N/A
(884
)
(883
)
N/A
13
N/A
(122
)
(60
)
N/A
10,160
(3,142
)
N/A
6,593
212
N/A
$
14,714
$
1,713
$
5,640
$
12,547
$
5,305
$
5,539
Pension Plan
SERP
$
689
$
1,704
497
1
Pension Plan
SERP
2008
2007
2006
2008
2007
2006
6.55
%
5.94
%
5.40% - 5.80%
6.00%
5.75
%
5.50
%
4.00
%
4.00
%
4.00% - 5.00%
5.00%
5.00
%
5.00
%
8.50
%
8.50
%
8.50%
N/A
N/A
N/A
Pension Plan
SERP
2008
2007
2008
2007
100
%
100
%
N/A
N/A
0
%
0
%
N/A
N/A
100
%
100
%
N/A
N/A
101
Table of Contents
Pension Plan
SERP
$
552
$
744
1,846
868
22,272
1,236
923
1,513
12,901
30,881
11.
Stockholders
Equity
102
Table of Contents
12.
Earnings
Per Share
Year Ended December 31,
2008
2007
2006
$
206,658
$
57,714
$
177,695
$
206,658
$
57,714
$
177,695
135
$
206,658
$
57,714
$
177,830
93,371,782
93,517,337
94,983,646
2,957
11,825
269,165
227,200
140,959
647,882
894,800
951,360
145,120
94,288,829
94,642,294
96,232,910
5,001,223
4,398,307
1,261,367
13.
Equity
Investments
103
Table of Contents
December 31, 2008
December 31, 2007
$
226,932
$
223,761
763,404
752,096
$
990,336
$
975,857
$
91,000
$
122,020
10,172
10,780
889,164
843,057
$
990,336
$
975,857
For the Year Ended December 31,
2008
2007
$
1,420,273
$
1,276,555
$
1,278,200
$
1,125,477
$
146,478
$
153,435
14.
Segment
Information
104
Table of Contents
For the Year Ended December 31,
2008
2007
2006
$
10,601,500
$
6,901,433
$
4,101,974
238,598
162,342
78,162
$
10,840,098
$
7,063,775
$
4,180,136
$
470,211
$
252,916
$
360,576
(134,074
)
(153,374
)
(72,729
)
$
336,137
$
99,542
$
287,847
$
643,132
$
498,867
$
232,500
41,491
32,464
39,693
$
684,623
$
531,331
$
272,193
December 31,
2008
2007
$
12,897,018
$
12,176,957
921,236
1,316,686
$
13,818,254
$
13,493,643
15.
Commitments
and Contingencies
105
Table of Contents
106
Table of Contents
107
Table of Contents
16.
Subsequent
Events
108
Table of Contents
17.
Quarterly
Financial Data (Unaudited)
Quarter
1
st
2
nd
3
rd
4
th
Total
(In thousands, except share and per share data)
$
2,688,924
$
2,654,821
$
2,734,815
$
2,761,538
$
10,840,098
81,083
81,431
82,087
91,536
336,137
49,827
50,088
50,460
56,283
206,658
10,300
(2,195
)
(76
)
3,617
11,646
60,127
47,893
50,384
59,900
218,304
0.53
0.53
0.54
0.62
2.21
0.52
0.52
0.53
0.61
2.19
0.64
0.51
0.54
0.65
2.34
0.63
0.50
0.53
0.65
2.32
94,107,532
94,192,295
94,044,564
91,514,652
93,371,782
95,006,721
95,513,127
95,159,619
91,833,485
94,288,829
$
1,154,278
$
1,197,865
$
2,221,178
$
2,490,454
$
7,063,775
93,121
87,114
29,892
(110,585
)
99,542
57,289
53,558
18,737
(71,870
)
57,714
(2,965
)
205
(8,277
)
(16,388
)
(27,425
)
54,324
53,763
10,460
(88,258
)
30,289
0.61
0.57
0.20
(0.77
)
0.62
0.61
0.57
0.20
(0.77
)
0.61
0.58
0.57
0.11
(0.94
)
0.32
0.58
0.57
0.11
(0.94
)
0.32
93,402,545
93,518,991
93,651,645
93,664,355
93,517,337
94,365,292
94,647,870
94,841,749
93,664,355
94,642,294
109
Table of Contents
18.
Supplemental
Condensed Consolidating Financial Information
Intercompany receivables and payables are presented gross in the
supplemental consolidating balance sheets.
Cash flows from intercompany transactions are presented in cash
flows from financing activities, as changes in intercompany
balances with affiliates, net.
Income tax expense is allocated from the parent guarantor to the
income producing operations (other guarantors and
non-guarantors) and the Issuer through shareholders
equity. As this approach represents an allocation, the income
tax expense allocation is considered non-cash for statement of
cash flow purposes.
Interest expense, net has been presented to reflect net interest
expense and interest income from outstanding long-term debt and
intercompany balances.
110
Table of Contents
Statement of Income
Parent
Other
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
$
$
6,800,003
$
4,040,095
$
$
10,840,098
2,558,415
1,768,111
4,326,526
793,035
415,652
1,208,687
903,366
615,621
1,518,987
1,201,766
871,947
2,073,713
119,427
110,099
229,526
317,686
181,399
499,085
5,893,695
3,962,829
9,856,524
906,308
77,266
983,574
65,135
543,830
42,960
651,925
(2,525
)
(2,525
)
(464
)
40,565
40,101
(218,304
)
(251,979
)
(54,783
)
483,002
(42,064
)
218,304
189,369
417,725
(6,259
)
(483,002
)
336,137
(28,935
)
160,824
(2,410
)
129,479
218,304
218,304
256,901
(3,849
)
(483,002
)
206,658
147
5,169
5,316
9,580
9,580
(3,250
)
(3,250
)
147
11,499
11,646
$
218,304
$
218,304
$
257,048
$
7,650
$
(483,002
)
$
218,304
111
Table of Contents
Statement of Income
Parent
Other
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
$
$
4,935,600
$
2,128,175
$
$
7,063,775
1,896,340
979,455
2,875,795
664,682
220,971
885,653
628,921
306,891
935,812
960,003
462,969
1,422,972
91,836
61,859
153,695
221,114
90,008
311,122
4,462,896
2,122,153
6,585,049
472,704
6,022
478,726
67,495
227,902
66,376
361,773
27,388
27,388
823
14,332
15,155
(30,289
)
(114,008
)
43,067
76,098
(25,132
)
30,289
19,125
200,912
(74,686
)
(76,098
)
99,542
(11,164
)
83,910
(30,918
)
41,828
30,289
30,289
117,002
(43,768
)
(76,098
)
57,714
(672
)
(8,212
)
(8,884
)
(2,594
)
(2,594
)
(15,947
)
(15,947
)
(672
)
(26,753
)
(27,425
)
$
30,289
$
30,289
$
116,330
$
(70,521
)
$
(76,098
)
$
30,289
112
Table of Contents
Statement of Income
Parent
Other
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
$
$
3,344,830
$
835,306
$
$
4,180,136
1,278,676
382,943
1,661,619
406,095
112,766
518,861
390,147
97,631
487,778
658,746
196,850
855,596
64,544
27,399
91,943
147,885
31,397
179,282
2,946,093
848,986
3,795,079
398,737
(13,680
)
385,057
14,130
57,663
22,618
94,411
4
4
59
2,736
2,795
(168,263
)
(191,759
)
38,829
321,193
168,263
177,629
302,182
(39,034
)
(321,193
)
287,847
9,366
115,736
(14,950
)
110,152
168,263
168,263
186,446
(24,084
)
(321,193
)
177,695
(6,873
)
(6,873
)
(2,559
)
(2,559
)
(9,432
)
(9,432
)
$
168,263
$
168,263
$
186,446
$
(33,516
)
$
(321,193
)
$
168,263
113
Table of Contents
Balance Sheet
114
Table of Contents
Balance Sheet
115
Table of Contents
Statement of Cash Flows
Parent
Other
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
(36,792
)
$
67,594
$
853,937
$
172,542
$
$
1,057,281
(156,960
)
(4,947
)
(161,907
)
(477,498
)
(214,735
)
(692,233
)
365,636
365,636
11,971
1,512
13,483
(15,700
)
(115,144
)
(59,606
)
(190,450
)
(15,700
)
(737,631
)
87,860
(665,471
)
1,806
1,806
(90,188
)
(90,188
)
(3,136
)
(3,136
)
1,278
1,278
1,020
13,309
14,329
(77,587
)
(77,587
)
(46,890
)
(46,890
)
123,900
55,247
(52,067
)
(127,080
)
125,000
32,468
(26,191
)
131,277
(4
)
(229,005
)
(29,308
)
(2,792
)
26,191
(234,918
)
36,792
(51,894
)
(80,355
)
(208,572
)
(304,029
)
35,951
51,830
87,781
114,075
18,799
132,874
$
$
$
150,026
$
70,629
$
$
220,655
116
Table of Contents
Statement of Cash Flows
Parent
Other
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
(85,881
)
$
141,137
$
417,930
$
214,552
$
$
687,738
(6,864,035
)
(59,203
)
(94,810
)
(7,018,048
)
(366,069
)
(156,716
)
(522,785
)
109,996
109,996
591
4,059
4,650
(5,502
)
(59,772
)
(7,397
)
(72,671
)
(6,869,537
)
(484,453
)
(144,868
)
(7,498,858
)
8,214
8,214
(182,954
)
(182,954
)
1,216
1,216
128
2,223
2,351
(1,356
)
(1,356
)
(6,645
)
(6,645
)
376,319
(468,160
)
360,206
(268,365
)
9,212,000
(66,068
)
75,695
9,221,627
(299,996
)
(1,832,486
)
(142,100
)
135,557
(2,139,025
)
85,881
6,728,400
152,038
(62,891
)
6,903,428
85,515
6,793
92,308
28,560
12,006
40,566
$
$
$
114,075
$
18,799
$
$
132,874
117
Table of Contents
Statement of Cash Flows
Parent
Other
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
(151,205
)
$
(20,514
)
$
522,332
$
(358
)
$
$
350,255
(340,314
)
(44,304
)
(384,618
)
(176,070
)
(48,449
)
(224,519
)
750
750
102
4,378
4,480
(20,420
)
(15,930
)
(36,350
)
(536,702
)
(103,555
)
(640,257
)
14,573
14,573
(176,316
)
(176,316
)
(2,153
)
(2,153
)
6,819
6,819
(128
)
(128
)
6,890
6,890
(56
)
(859
)
(915
)
(3,220
)
(3,220
)
306,257
(366,486
)
(34,725
)
94,954
1,031,000
1,031,000
(644,000
)
(3,525
)
(2,565
)
(650,090
)
151,205
20,514
(40,459
)
95,200
226,460
(54,829
)
(8,713
)
(63,542
)
83,389
20,719
104,108
$
$
$
28,560
$
12,006
$
$
40,566
118
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Item 9B.
Other
Information
119
Table of Contents
120
Table of Contents
121
Table of Contents
Item 10.
Directors
and Executive Officers of the Company
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions
Item 14.
Principal
Accountant Fees and Services
Item 15.
Exhibits
and Financial Statement Schedules
122
Table of Contents
2
.1
Agreement and Plan of Merger, dated as of March 19, 2007,
by and among Triad Hospitals, Inc., Community Health Systems,
Inc. and FWCT-1 Acquisition Corporation (incorporated by
reference to Exhibit 2.1 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed March 19, 2007
(No. 001-15925))
3
.1
Form of Restated Certificate of Incorporation of Community
Health Systems, Inc. (incorporated by reference to
Exhibit 3.1 to Community Health Systems, Inc.s
Registration Statement on
Form S-1
(No. 333-31790))
3
.2
Amended and Restated By-Laws of Community Health Systems, Inc.
(as of February 27, 2008) (incorporated by reference to
Exhibit 3(ii).1 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed February 29, 2008)
4
.1
Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement on
Form S-1
(No. 333-31790))
4
.2
Senior Notes Indenture, dated as of July 25, 2007, by and
among CHS/Community Health Systems, Inc., the Guarantors party
thereto and U.S. Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to Community
Health System Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.3
Registration Rights Agreement, dated as of July 25, 2007,
by and among CHS/Community Health Systems, Inc., the Guarantors
party thereto and the Initial Purchasers (incorporated by
reference to Exhibit 4.1 to Community Health System
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.4
Form of
8
7
/
8
% Senior
Note due 2015 (included in Exhibit 4.2)
4
.5
Joinder to the Registration Rights Agreement dated as of
July 25, 2007 (incorporated by reference to
Exhibit 4.2 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.6
First Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of July 25, 2007, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association (incorporated by reference to
Exhibit 4.4 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.7
Second Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of December 31, 2007, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.8
Release of Certain Guarantors relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of January 30, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.9
Third Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of October 10, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.10
Fourth Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of December 1, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.11
Release of Certain Guarantors relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of December 31, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.12
Fifth Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of February 5, 2009, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
123
Table of Contents
4
.13
Second Supplemental Indenture relating to Triads
7% Senior Notes due 2012, dated as of July 24, 2007,
by and among Triad Hospitals Inc. and The Bank of New York
Trust Company, N.A. (incorporated by reference to
Exhibit 4.6 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.14
First Supplemental Indenture relating to the Triads
7% Senior Subordinated Notes due 2013, dated as of
July 24, 2007, by and among Triad Hospitals Inc. and The
Bank of New York Trust Company, N.A (incorporated by
reference to Exhibit 4.7 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.1
Credit Agreement, dated as of July 25, 2007, by and among
CHS/Community Health Systems, Inc., Community Health Systems,
Inc., the lender parties thereto and Credit Suisse, as
Administrative Agent and Collateral Agent, Credit Suisse
Securities (USA) LLC and Wachovia Capital Markets, LLC as Joint
Bookrunner and Co-Lead Arrangers, Wachovia Bank, N.A. as
Syndication Agent, JPMorgan Chase Bank and Merrill Lynch Capital
Corporation as Co-Documentation Agents (incorporated by
reference to Exhibit 10.1 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.2
Guarantee and Collateral Agreement, dated as of July 25,
2007, by and among CHS/Community Health Systems, Inc., Community
Health Systems, Inc., the Subsidiaries from time to time party
hereto and Credit Suisse, as collateral agent (incorporated by
reference to Exhibit 10.2 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.3
Community Health Systems, Inc. Amended and Restated 2000 Stock
Option and Award Plan, as amended and restated on March 30,
2007 (incorporated by reference to Annex B to the
Companys Proxy Statement on Schedule 14A filed
April 12, 2007
(No. 001-15925))
10
.4
Community Health Systems Deferred Compensation Plan Trust,
Amended and Restated Effective February 26, 1999
(incorporated by reference to Exhibit 10.18 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2002)
10
.5
CHS/Community Health Systems, Inc. Deferred Compensation Plan,
as amended effective October 1, 1993; January 1, 1994;
January 1, 1995; April 1, 1999; July 1, 2000;
January 1, 2001 and June 30, 2002*
10
.6
Form of Indemnification Agreement between the Registrant and its
directors and executive officers (incorporated by reference to
Exhibit 10.8 to the Companys Registration Statement
on
Form S-1/A
filed May 2, 2000
(No. 333-31790))
10
.7
Supplemental Executive Retirement Plan Trust, dated June 1,
2005, by and between CHS/Community Health Systems, Inc., as
grantor, and Wachovia Bank, N.A., as trustee (incorporated by
reference to Exhibit 10.3 to the Companys Current
Report on
Form 8-K
filed June 1, 2005
(No. 001-15925))
10
.8
Participation Agreement entered into as of January 1, 2005,
by and between Community Health Systems Professional Services
Corporation and HealthTrust Purchasing Group, L.P. (incorporated
by reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
filed January 7, 2005
(No. 001-15925))
10
.9
Form of Performance Based Restricted Stock Award Agreement
between Registrant and its executive officers (incorporated by
reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
filed March 3, 2006
(No. 001-15925))
10
.10
Form of Performance Based Restricted Stock Award Agreement,
Part B (incorporated by reference to Exhibit 10.5 to
Community Health Systems, Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.11
Form of Restricted Stock Award Agreement (incorporated by
reference to Exhibit 10.6 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.12
CHS/Community Health Systems, Inc. Amended and Restated Deferred
Compensation Plan*
10
.13
CHS/Community Health Systems, Inc. Amended and Restated
Supplemental Executive Retirement Plan*
10
.14
Community Health Systems Supplemental Executive Benefits*
10
.15
Community Health Systems, Inc. Amended and Restated
Directors Fees Deferral Plan*
Table of Contents
10
.16
Community Health Systems, Inc. 2004 Employee Performance
Incentive Plan (incorporated by reference to Exhibit A to
the Companys Proxy Statement on Schedule 14A filed
April 12, 2004)
10
.17
Amendment to the Community Health Systems, Inc. 2004 Employee
Performance Incentive Plan, effective as of December 10,
2008*
10
.18
Form of Restricted Stock Award Agreement*
10
.19
Form of Director Phantom Stock Award Agreement*
10
.20
Form of Performance Based Restricted Stock Award Agreement (Most
Highly Compensated Executive Officers)*
10
.21
Form of Nonqualified Stock Option Agreement (Employee)
(incorporated by reference to Exhibit 10.3 to the
Companys Current Report on
Form 8-K
filed February 28, 2005
(No. 001-15925))
10
.22
Form of Amended and Restated Change in Control Severance
Agreement
*
12
Computation of Ratio of Earnings to Fixed Charges*
21
List of Subsidiaries*
23
.1
Consent of Deloitte & Touche LLP*
31
.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
31
.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
32
.1
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
32
.2
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
*
Filed herewith.
Indicates a management contract or compensatory plan or
arrangement.
Table of Contents
By:
President and Chief Executive Officer and Director (principal
executive officer)
02/27/2009
Executive Vice President, Chief Financial Officer and Director
(principal financial officer)
02/27/2009
Vice President and Corporate Controller (principal accounting
officer)
02/27/2009
Director
02/27/2009
Director
02/27/2009
Director
02/27/2009
Director
02/27/2009
Director
02/27/2009
Director
02/27/2009
126
Table of Contents
127
Table of Contents
Balance at
Acquisitions
Charged to
Balance
Beginning
and
Costs and
at End
of Year
Dispositions
Expenses
Write-offs
of Year
(In thousands)
$
1,033,516
$
(12,352
)
$
1,208,687
$
(1,126,951
)
$
1,102,900
$
478,565
$
421,157
$
897,285
$
(763,491
)
$
1,033,516
$
346,024
$
31,241
$
547,781
$
(446,481
)
$
478,565
128
Table of Contents
2
.1
Agreement and Plan of Merger, dated as of March 19, 2007,
by and among Triad Hospitals, Inc., Community Health Systems,
Inc. and FWCT-1 Acquisition Corporation (incorporated by
reference to Exhibit 2.1 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed March 19, 2007
(No. 001-15925))
3
.1
Form of Restated Certificate of Incorporation of Community
Health Systems, Inc. (incorporated by reference to
Exhibit 3.1 to Community Health Systems, Inc.s
Registration Statement on
Form S-1
(No. 333-31790))
3
.2
Amended and Restated By-Laws of Community Health Systems, Inc.
(as of February 27, 2008) (incorporated by reference to
Exhibit 3(ii).1 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed February 29, 2008)
4
.1
Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement on
Form S-1
(No. 333-31790))
4
.2
Senior Notes Indenture, dated as of July 25, 2007, by and
among CHS/Community Health Systems, Inc., the Guarantors party
thereto and U.S. Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to Community
Health System Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.3
Registration Rights Agreement, dated as of July 25, 2007,
by and among CHS/Community Health Systems, Inc., the Guarantors
party thereto and the Initial Purchasers (incorporated by
reference to Exhibit 4.1 to Community Health System
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.4
Form of
8
7
/
8
% Senior
Note due 2015 (included in Exhibit 4.2)
4
.5
Joinder to the Registration Rights Agreement dated as of
July 25, 2007 (incorporated by reference to
Exhibit 4.2 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.6
First Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of July 25, 2007, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association (incorporated by reference to
Exhibit 4.4 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
4
.7
Second Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of December 31, 2007, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.8
Release of Certain Guarantors relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of January 30, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.9
Third Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of October 10, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.10
Fourth Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of December 1, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.11
Release of Certain Guarantors relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of December 31, 2008, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.12
Fifth Supplemental Indenture relating to CHS/Community Health
Systems, Inc.s
8
7
/
8
% Senior
Notes due 2015, dated as of February 5, 2009, by and among
CHS/Community Health Systems, Inc., the guarantors party thereto
and U.S. Bank National Association*
4
.13
Second Supplemental Indenture relating to Triads
7% Senior Notes due 2012, dated as of July 24, 2007,
by and among Triad Hospitals Inc. and The Bank of New York
Trust Company, N.A. (incorporated by reference to
Exhibit 4.6 to Community Health Systems, Inc.s
Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
129
Table of Contents
4
.14
First Supplemental Indenture relating to the Triads
7% Senior Subordinated Notes due 2013, dated as of
July 24, 2007, by and among Triad Hospitals Inc. and The
Bank of New York Trust Company, N.A (incorporated by
reference to Exhibit 4.7 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.1
Credit Agreement, dated as of July 25, 2007, by and among
CHS/Community Health Systems, Inc., Community Health Systems,
Inc., the lender parties thereto and Credit Suisse, as
Administrative Agent and Collateral Agent, Credit Suisse
Securities (USA) LLC and Wachovia Capital Markets, LLC as Joint
Bookrunner and Co-Lead Arrangers, Wachovia Bank, N.A. as
Syndication Agent, JPMorgan Chase Bank and Merrill Lynch Capital
Corporation as Co-Documentation Agents (incorporated by
reference to Exhibit 10.1 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.2
Guarantee and Collateral Agreement, dated as of July 25,
2007, by and among CHS/Community Health Systems, Inc., Community
Health Systems, Inc., the Subsidiaries from time to time party
hereto and Credit Suisse, as collateral agent (incorporated by
reference to Exhibit 10.2 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.3
Community Health Systems, Inc. Amended and Restated 2000 Stock
Option and Award Plan, as amended and restated on March 30,
2007 (incorporated by reference to Annex B to the
Companys Proxy Statement on Schedule 14A filed
April 12, 2007
(No. 001-15925))
10
.4
Community Health Systems Deferred Compensation Plan Trust,
Amended and Restated Effective February 26, 1999
(incorporated by reference to Exhibit 10.18 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2002)
10
.5
CHS/Community Health Systems, Inc. Deferred Compensation Plan,
as amended effective October 1, 1993; January 1, 1994;
January 1, 1995; April 1, 1999; July 1, 2000;
January 1, 2001 and June 30, 2002*
10
.6
Form of Indemnification Agreement between the Registrant and its
directors and executive officers (incorporated by reference to
Exhibit 10.8 to the Companys Registration Statement
on
Form S-1/A
filed May 2, 2000
(No. 333-31790))
10
.7
Supplemental Executive Retirement Plan Trust, dated June 1,
2005, by and between CHS/Community Health Systems, Inc., as
grantor, and Wachovia Bank, N.A., as trustee (incorporated by
reference to Exhibit 10.3 to the Companys Current
Report on
Form 8-K
filed June 1, 2005
(No. 001-15925))
10
.8
Participation Agreement entered into as of January 1, 2005,
by and between Community Health Systems Professional Services
Corporation and HealthTrust Purchasing Group, L.P. (incorporated
by reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
filed January 7, 2005
(No. 001-15925))
10
.9
Form of Performance Based Restricted Stock Award Agreement
between Registrant and its executive officers (incorporated by
reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
filed March 3, 2006
(No. 001-15925))
10
.10
Form of Performance Based Restricted Stock Award Agreement,
Part B (incorporated by reference to Exhibit 10.5 to
Community Health Systems, Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.11
Form of Restricted Stock Award Agreement (incorporated by
reference to Exhibit 10.6 to Community Health Systems,
Inc.s Current Report on
Form 8-K
filed July 30, 2007
(No. 001-15925))
10
.12
CHS/Community Health Systems, Inc. Amended and Restated Deferred
Compensation Plan*
10
.13
CHS/Community Health Systems, Inc. Amended and Restated
Supplemental Executive Retirement Plan*
10
.14
Community Health Systems Supplemental Executive Benefits*
10
.15
Community Health Systems, Inc. Amended and Restated
Directors Fees Deferral Plan*
10
.16
Community Health Systems, Inc. 2004 Employee Performance
Incentive Plan (incorporated by reference to Exhibit A to
the Companys Proxy Statement on Schedule 14A filed
April 12, 2004)
10
.17
Amendment to the Community Health Systems, Inc. 2004 Employee
Performance Incentive Plan, effective as of December 10,
2008*
Table of Contents
10
.18
Form of Restricted Stock Award Agreement*
10
.19
Form of Director Phantom Stock Award Agreement*
10
.20
Form of Performance Based Restricted Stock Award Agreement (Most
Highly Compensated Executive Officers)*
10
.21
Form of Nonqualified Stock Option Agreement (Employee)
(incorporated by reference to Exhibit 10.3 to the
Companys Current Report on
Form 8-K
filed February 28, 2005
(No. 001-15925))
10
.22
Form of Amended and Restated Change in Control Severance
Agreement
*
12
Computation of Ratio of Earnings to Fixed Charges*
21
List of Subsidiaries*
23
.1
Consent of Deloitte & Touche LLP*
31
.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
31
.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
32
.1
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
32
.2
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
*
Filed herewith.
Indicates a management contract or compensatory plan or
arrangement.
CHS/Community Health Systems, Inc.
a Delaware corporation |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President, Secretary & General Counsel | ||||
CHS Kentucky Holdings, LLC,
a Delaware limited liability company CHS Virginia Holdings, LLC, a Delaware limited liability company CHS Pennsylvania Holdings, LLC, a Delaware limited liability company Triad Indiana Holdings, LLC, a Delaware limited liability company Triad Nevada Holdings, LLC, a Delaware limited liability company Northampton Hospital Company, LLC, a Delaware limited liability company West Grove Hospital Company, LLC, a Delaware limited liability company Sunbury Hospital Company, LLC, a Delaware limited liability company Berwick Hospital Company, LLC, a Delaware limited liability company BH Trans Company, LLC, a Delaware limited liability company McKenzie Tennessee Hospital Company, LLC, a Delaware limited liability company Kirksville Hospital Company, LLC, a Delaware limited liability company Moberly Hospital Company, LLC, a Delaware limited liability company QHG of Bluffton Company, LLC, a Delaware limited liability company QHG of Warsaw Company, LLC, a Delaware limited liability company |
||||
QHG of Fort Wayne Company, LLC,
a Delaware limited liability company |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President and Secretary | ||||
U.S. Bank National Association,
as Trustee |
||||
By: | /s/ Donna L. Williams | |||
Donna L. Williams | ||||
Vice President | ||||
1. | Community Health Investment Corporation, a Delaware corporation, becomes Community Health Investment Company, LLC |
2. | Hallmark Healthcare Corporation, a Delaware corporation, becomes Hallmark Healthcare Company, LLC |
3. | Tennyson Holdings, Inc., a Delaware corporation, becomes Tennyson Holdings, LLC |
CHS/Community Health Systems, Inc.,
a Delaware corporation |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President, Secretary & General Counsel | ||||
Sold Subsidiary Guarantors:
Cullman Hospital Corporation Farmington Hospital Corporation Farmington Missouri Hospital Company, LLC National Healthcare of Cullman, Inc. National Healthcare of Decatur, Inc. National Healthcare of Hartselle, Inc. Oregon Healthcorp, LLC QHG of Jacksonville, Inc. Russellville Holdings, LLC Sparta Hospital Corporation Willamette Valley Medical Center, LLC |
||||
By: | /s/ James W. Doucette | |||
Name: | James W. Doucette | |||
Title: | Vice President, Finance and Treasurer |
U.S. Bank National Association, | ||||
as Trustee | ||||
|
||||
By:
|
/s/ Donna L. Williams
|
|||
|
Vice President |
CHS/Community Health Systems, Inc.
a Delaware corporation |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President, Secretary & General Counsel |
Affinity Health Systems, LLC,
a Delaware limited liability company Affinity Hospital, LLC, a Delaware limited liability company Birmingham Holdings II, LLC, a Delaware limited liability company CHS Washington Holdings, LLC, a Delaware limited liability company Spokane Valley Washington Hospital Company, LLC, a Delaware limited liability company |
Spokane Washington Hospital Company, LLC,
a Delaware limited liability company |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President and Secretary |
U.S. Bank National Association,
as Trustee |
||||
By: | /s/ Wally Jones | |||
Wally Jones | ||||
Vice President |
CHS/Community Health Systems, Inc.
a Delaware corporation |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President, Secretary & General Counsel | ||||
MWMC Holdings, LLC,
a Delaware limited liability company |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President and Secretary | ||||
U.S. Bank National Association,
as Trustee |
||||
By: | /s/ Wally Jones | |||
Wally Jones | ||||
Vice President |
CHS/Community Health Systems, Inc.,
a Delaware corporation |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President, Secretary & General Counsel | ||||
Syndicated Subsidiary Guarantors:
Affinity Health Systems, LLC Affinity Hospital, LLC |
||||
By: | /s/ James W. Doucette | |||
Name: | James W. Doucette | |||
Title: | Vice President, Finance and Treasurer | |||
U.S. Bank National Association, | ||||
as Trustee | ||||
|
||||
By:
|
/s/ Wally Jones
|
CHS/Community Health Systems, Inc.
a Delaware corporation |
||||
By: | /s/ Rachel A Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President, Secretary & General Counsel | ||||
Siloam Springs Holdings, LLC,
a Delaware limited liability company |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President and Secretary | ||||
Siloam Springs Arkansas Hospital Company, LLC,
a Delaware limited liability company |
||||
By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President and Secretary | ||||
U.S. Bank National Association,
as Trustee |
||||
By: | /s/ Wally Jones | |||
Wally Jones | ||||
Vice President |
ARTICLE I
|
DEFINITIONS AND CONSTRUCTION | 1 | ||
ARTICLE II
|
ADMINISTRATION | 5 | ||
ARTICLE III
|
PARTICIPATION | 5 | ||
ARTICLE IV
|
BENEFITS | 6 | ||
ARTICLE V
|
VESTING | 8 | ||
ARTICLE VI
|
TRUST | 9 | ||
ARTICLE VII
|
PAYMENT OF BENEFITS | 9 | ||
ARTICLE VIII
|
HARDSHIP DISTRIBUTIONS | 10 | ||
ARTICLE IX
|
SALE OF THE COMPANY | 11 | ||
ARTICLE X
|
NATURE OF THE PLAN | 11 | ||
ARTICLE XI
|
EMPLOYMENT RELATIONSHIP | 11 | ||
ARTICLE XII
|
AMENDMENT AND TERMINATION | 12 | ||
ARTICLE XIII
|
CLAIMS PROCEDURE | 12 | ||
ARTICLE XIV
|
MISCELLANEOUS | 12 |
(1) | Account : A memorandum bookkeeping account established on the records of the Company for a Member that is credited with amounts determined pursuant to Sections 4.1 and 4.2 of the Plan. As of any Determination Date, a Members benefit under the Plan shall be equal to the amount credited to his Account as of such date. If a Member has made an election to defer a portion of his Compensation until a specified date pursuant to Section 3.4, the account described herein shall consist of such subaccounts as are necessary to segregate such deferral from the other amounts deferred by the Member. |
(2) | Affiliate : Any subsidiary of Community Health Systems, Inc., the corporate parent of the Company. |
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(3) | Benefit Exchange Agreement : An agreement entered into between certain Members and the Company in connection with the surrender of the Members interest in the Split Dollar Agreement and the Members vested interest in the cash value of the variable life insurance policy that is subject to the terms of the Split Dollar Agreement, as it may be amended. |
(4) | Bonus : The bonus paid by the Company or an Affiliate to a Member pursuant to an employment agreement between the Company or an Affiliate and the Member or otherwise for services rendered or labor performed while a Member. |
(5) | Change of Control : A Change of Control occurs in the event of a sale of all or substantially all of the stock or assets of the Company to a purchaser if the debt-to-equity ratio of the purchaser, taking into account the sale of the stock or assets of the Company, is greater than .75 to 1 as determined by the Committee immediately prior to the sale. |
(6) | Committee : The administrative committee appointed by the Company to administer the Plan, if any, which committee shall consist of the same persons designated by the Company pursuant to the terms of the Retirement Plan to act on behalf of the Company, as the administrator of such Plan. | |
(7) | Company : CHS/Community Health Systems, Inc. |
(8) | Company Matching Contributions : Contributions made to the Retirement Plan by the Company or an Affiliate on a Members behalf pursuant to Section 4.1(b) of the Retirement Plan or otherwise as provided for therein. |
(9) | Compensation : The total base salary paid by the Company or an Affiliate during the Plan Year to or for the benefit of a Member for services rendered or labor performed while a Member. |
(10) | Contributing Member : A Member who, for a Plan Year, made a deferral election pursuant to Section 3.2, Section 3.3 and/or Section 3.4. | |
(11) | Determination Date . The last business day of each quarter in a calendar year. |
(12) | Earnings Credit : The earnings applied to a Members Account as of each Determination Date pursuant to Section 4.2(b). | |
(13) | Effective Date : June 1, 1991. |
(14) | Investment(s) : Any investment fund(s) offered through the Trustee or its affiliates including Nations Fund, Inc., Nations Fund Trust, or Nations Fund Portfolios, Inc. (or their successors). |
(15) | Investment Gains or Losses : Actual gains or losses realized from investments applied to a Members Account as of each Determination Date pursuant to Section 4.2(a) of the Plan, after deducting applicable investment-related costs and expenses, if any. For the |
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Determination Date, such Members Account shall be reduced or increased for an amount equal to the Federal or state income taxes that the Company is required to pay or expects to realize in relation to such investment(s) taxable gain or loss realized during such year. | ||
(16) | Limitations : Benefit limitations imposed on the Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended, and under sections 401(a)(17), 401(k)(3), 401(m)(2), 402(g) and 415 of the Internal Revenue Code of 1986, as amended. |
(17) | Member : Any employee of the Company or an Affiliate who has been designated by the Committee as a Member of the Plan until such employee ceases to be a Member in accordance with Section 3.1 of the Plan. |
(18) | Plan : CHS/Community Health Systems, Inc. Deferred Compensation Plan, as amended from time to time. |
(19) | Plan Year : The seven-month period commencing June 1, 1991, and ending December 31, 1991 and each twelve-consecutive month period commencing January 1 of each year thereafter. |
(20) | Post-Termination Benefits Deposit : Certain deposit provided for under the terms of the Split Dollar Agreement. |
(21) | Retirement Plan : Community Health Systems, Inc. 401(k) Plan. |
(22) | Split Dollar Agreement : An agreement entered into between the Company and the Member pursuant to the provisions of the Supplemental Survivor Accumulation portion of the Community Health Systems, Inc. Supplemental Benefits Plan. |
(23) | SSP: CHS 401(k) Supplemental Savings Plan. | |
(24) | Trust Agreement : The agreement entered into between the Company and the Trustee establishing a trust to hold and invest contributions made by the Company under the Plan and from which all or a portion of the amounts payable under the Plan to Members and their beneficiaries will be distributed. | |
(25) | Trust Assets : All assets held by the Trustee under the Trust Agreement. | |
(26) | Trustee : The trustee or trustees qualified and acting under the Trust Agreement at any time. |
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(a) | If a Member has requested in accordance with Section 3.5 of the Plan that all or a portion of his Account be invested in any particular Investment(s), the Account of such Member shall be credited with the Investment Gains or Losses since the preceding Determination Date. | ||
(b) | Any portion of a Members Account, the investment of which has not been requested by the Member, shall be credited with the Earnings Credit for such Determination Date. | ||
(c) | A Members Account shall not be credited with any Investment Credit under this Section 4.2 on the Company Matching Contributions portion credited to his Account as of the last day of each Plan Year pursuant to Section 4.1 of the Plan until the Company actually makes the cash deposit of such Matching Contributions with the Trustee. |
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CHS/COMMUNITY HEALTH SYSTEMS, INC. | ||||||
|
||||||
|
By: |
/s/ Linda Parsons
|
||||
Title: Vice President, Human Resources |
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Page | ||||
ARTICLE I
|
DEFINITIONS AND CONSTRUCTION | 1 | ||
ARTICLE II
|
ADMINISTRATION | 5 | ||
ARTICLE III
|
PARTICIPATION | 6 | ||
ARTICLE IV
|
BENEFITS | 7 | ||
ARTICLE V
|
VESTING | 8 | ||
ARTICLE VI
|
TRUST | 8 | ||
ARTICLE VII
|
PAYMENT OF BENEFITS | 8 | ||
ARTICLE VIII
|
HARDSHIP DISTRIBUTIONS | 10 | ||
ARTICLE IX
|
CHANGE IN CONTROL | 10 | ||
ARTICLE X
|
NATURE OF THE PLAN | 11 | ||
ARTICLE XI
|
EMPLOYMENT RELATIONSHIP | 11 | ||
ARTICLE XII
|
AMENDMENT AND TERMINATION | 11 | ||
ARTICLE XIII
|
CLAIMS PROCEDURE | 11 | ||
ARTICLE XIV
|
MISCELLANEOUS | 12 | ||
EXHIBIT A
|
PRE-2005 PLAN DOCUMENT | 14 |
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CHS/COMMUNITY HEALTH SYSTEMS, INC. | ||||||
|
||||||
|
By: |
/s/ Rachel A. Seifert
|
||||
Title: Senior Vice President |
- 13 -
- 14 -
ARTICLE I
|
DEFINITIONS AND CONSTRUCTION | 16 | ||
ARTICLE II
|
ADMINISTRATION | 19 | ||
ARTICLE III
|
PARTICIPATION | 19 | ||
ARTICLE IV
|
BENEFITS | 20 | ||
ARTICLE V
|
VESTING | 22 | ||
ARTICLE VI
|
TRUST | 23 | ||
ARTICLE VII
|
PAYMENT OF BENEFITS | 23 | ||
ARTICLE VIII
|
HARDSHIP DISTRIBUTIONS | 24 | ||
ARTICLE IX
|
SALE OF THE COMPANY | 25 | ||
ARTICLE X
|
NATURE OF THE PLAN | 25 | ||
ARTICLE XI
|
EMPLOYMENT RELATIONSHIP | 25 | ||
ARTICLE XII
|
AMENDMENT AND TERMINATION | 26 | ||
ARTICLE XIII
|
CLAIMS PROCEDURE | 26 | ||
ARTICLE XIV
|
MISCELLANEOUS | 26 | ||
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(1) | Account : A memorandum bookkeeping account established on the records of the Company for a Member that is credited with amounts determined pursuant to Sections 4.1 and 4.2 of the Plan. As of any Determination Date, a Members benefit under the Plan shall be equal to the amount credited to his Account as of such date. If a Member has made an election to defer a portion of his Compensation until a specified date pursuant to Section 3.4, the account described herein shall consist of such subaccounts as are necessary to segregate such deferral from the other amounts deferred by the Member. |
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(a) | If a Member has requested in accordance with Section 3.5 of the Plan that all or a portion of his Account be invested in any particular Investment(s), the Account of such Member shall be credited with the Investment Gains or Losses since the preceding Determination Date. | ||
(b) | Any portion of a Members Account, the investment of which has not been requested by the Member, shall be credited with the Earnings Credit for such Determination Date. | ||
(c) | A Members Account shall not be credited with any Investment Credit under this Section 4.2 on the Company Matching Contributions portion credited to his Account as of the last day of each Plan Year pursuant to Section 4.1 of the Plan until the Company actually makes the cash deposit of such Matching Contributions with the Trustee. |
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Page | ||||
1. PURPOSE
|
3 | |||
2. DEFINITIONS AND CONSTRUCTION
|
3 | |||
2.1 Definitions
|
3 | |||
2.2 Captions; Section References
|
7 | |||
2.3 Severability
|
8 | |||
3. ADMINISTRATION
|
8 | |||
3.1 The Committee
|
8 | |||
3.2 Authority of the Committee
|
8 | |||
3.3 Decisions Binding
|
8 | |||
3.4 Plan Administrator
|
8 | |||
3.5 Costs and Expenses
|
8 | |||
3.6 Indemnification
|
8 | |||
4. PARTICIPATION IN THE PLAN
|
9 | |||
4.1 Notification of Participation
|
9 | |||
4.2 Termination of Participation
|
9 | |||
5. BENEFITS UPON SEPARATION FROM SERVICE OR DEATH
|
9 | |||
5.1 Normal Retirement Benefit
|
9 | |||
5.2 Early Retirement Benefit
|
9 | |||
5.3 Disability Benefit
|
10 | |||
5.4 Death Benefit
|
10 | |||
5.5 Termination for Cause
|
10 | |||
6. BENEFITS UPON CHANGE IN CONTROL
|
10 | |||
6.1 Change in Control Benefit
|
10 | |||
6.2 Participants Under Age 55
|
10 | |||
6.3 Additional Years of Service
|
11 | |||
6.4 Certain Terminations of Employment
|
11 | |||
7. BENEFICIARIES
|
11 | |||
8. RABBI TRUST
|
11 | |||
9. WITHHOLDING
|
11 | |||
10. MODIFICATION AND TERMINATION
|
11 | |||
10.1 Amendment and Termination
|
11 | |||
10.2 Effect on Participants
|
11 | |||
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Page | ||||
10.3 No Obligation to Continue Plan
|
12 | |||
11. CLAIMS AND REVIEW PROCEDURES
|
12 | |||
12. MISCELLANEOUS PROVISIONS
|
12 | |||
12.1 Non-Transferability
|
12 | |||
12.2 Payment of Benefits
|
12 | |||
12.3 No Rights of Employment
|
12 | |||
12.4 Applicable Law
|
13 | |||
12.5 Payment to Minors
|
13 | |||
EXHIBIT A Date of Hire for Certain Plan Participants
|
12 |
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CHS/COMMUNITY HEALTH SYSTEMS, INC. | ||||||
|
||||||
|
By: |
/s/ Rachel A. Seifert
|
||||
Title: Senior Vice President |
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| Survivor Benefits | |
| Post-Termination Benefits | |
| Severance Benefits |
Executive | Corporate Vice Presidents and Above |
Group l |
Vice Presidents (non-officer)
Corporate Management Grades 7-9 Facility Chief Executive Officers |
Group 2 |
Corporate Management Grades 4-6
Facility Assistant Chief Executive Officers Facility Chief Financial Officers Facility Chief Nursing Officers |
1 | The retirement benefits that were provided under the now terminated Supplemental Survivor and Accumulation Plan were discontinued in 2002 and were provided for separately. |
1
Executive
|
4X Base Salary | |
|
||
Group 1
|
3X Base Salary | |
|
||
Group 2
|
2X Base Salary |
| the Employer/Community Health Systems, Inc. Deferred Compensation Plan (Vice President (non-officer) and above); | ||
| the Community Health Systems, Inc. Supplemental Executive Retirement Plan (Corporate Vice Presidents and above); | ||
| matching contributions under the Community Health Systems, Inc. 401(k) Plan; and | ||
| any other non-qualified retirement plan of the Company or any affiliate. |
2
Benefits Category | Severance Multiple | |
President
|
24 months | |
Executive Vice President
|
24 months | |
Senior Vice President
|
12 months | |
Corporate Vice President
|
12 months | |
Vice President (non-officer)
|
9 months | |
Group 1
|
6 months | |
Group 2
|
3 months |
3
4
i
iii
iv
Date of Termination:
|
||||
|
|
EMPLOYER
|
.: | |||
|
|
By:
|
||||
Name:
|
|
|||
Title:
|
|
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|
|
Benefit Payments Guaranteed by: | ||||||
CHS/COMMUNITY HEALTH SYSTEMS, INC. | ||||||
|
||||||
|
By: | |||||
|
Name: |
|
||||
|
Title: |
|
||||
|
|
Employees Signature:
|
||||
|
|
Employees Full Name:
|
||||
|
|
Date Signed:
|
||||
|
|
Witness Signature:
|
||||
|
|
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(i) | A merger, consolidation or reorganization with or into the Corporation or in which securities of the Corporation are issued (a Merger ), unless such Merger is a Non-Control Transaction. A Non-Control Transaction shall mean a Merger where: |
(A) | the stockholders of the Corporation immediately before such Merger own directly or indirectly immediately following such Merger at least fifty percent (50%) of the combined voting power of the outstanding voting securities of (x) the corporation resulting from such Merger (the Surviving Corporation ), if fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (a Parent Corporation ), or (y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and | ||
(B) | the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (x) the Surviving |
- 10 -
Corporation, if there is no Parent Corporation or (y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; |
(ii) | A complete liquidation or dissolution of the Corporation; or | ||
(iii) | The sale or other disposition of all or substantially all of the assets of the Corporation to any Person (other than a transfer to a Related Entity or under conditions that would constitute a Non-Control Transaction with the disposition of assets being regarded as a Merger for this purpose or the distribution to the Corporations stockholders of the stock of a Related Entity or any other assets). |
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COMMUNITY HEALTH SYSTEMS, INC. | ||||||
|
||||||
|
By: | /s/ Rachel A. Seifert | ||||
|
||||||
Title: Senior Vice President |
2
3
COMMUNITY HEALTH SYSTEMS, INC.
|
||||
4
1
2
3
COMMUNITY HEALTH SYSTEMS, INC.
|
||||
4
1
2
3
4
COMMUNITY HEALTH SYSTEMS, INC.
|
||||
5
1 | 36 months applies to CEO, CFO, and SVPs; change to 24 months for VPs. |
2 | Change to 24 months for VPs. | |
3 | Change to 12 months for VPs. | |
4 | Severance for CEO, EVP and SVPs. For VPs, severance shall be 24 months (or 2 times base and bonus). | |
5 | Change to 24 months for VPs. |
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Corporation : | ||||||
|
||||||
COMMUNITY HEALTH SYSTEMS, INC. | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
and Chief Executive Officer | |||||
|
||||||
Employer : | ||||||
|
||||||
COMMUNITY HEALTH SYSTEMS
PROFESSIONAL SERVICES CORPORATION |
||||||
|
||||||
|
By: | |||||
|
|
|||||
|
Secretary and General Counsel | |||||
|
||||||
Executive : | ||||||
|
||||||
|
By: | |||||
|
|
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|
Executive : | |||
|
||||
|
|
- 21-
Year Ended December 31, | ||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | ||||||||||||||||
Earnings
|
||||||||||||||||||||
Income from continuing operations before provision
for income taxes and extraordinary item
|
$ | 259,749 | $ | 308,174 | $ | 287,847 | $ | 99,542 | $ | 336,137 | ||||||||||
Minority interest in the income of subsidiaries with fixed charges (1)
|
| | | 15,155 | 40,101 | |||||||||||||||
Income from equity investees (2)
|
| | | (25,132 | ) | (42,064 | ) | |||||||||||||
Distributed income from equity investees
|
| | | 19,902 | 32,897 | |||||||||||||||
Interest and amortization of deferred finance costs
|
69,736 | 87,185 | 94,411 | 361,773 | 651,925 | |||||||||||||||
Amortization of capitalized interest
|
433 | 494 | 567 | 881 | 1,469 | |||||||||||||||
Implicit rental interest expense
|
18,041 | 20,564 | 22,986 | 38,424 | 57,382 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total Earnings
|
$ | 347,959 | $ | 416,417 | $ | 405,811 | $ | 510,545 | $ | 1,077,847 | ||||||||||
|
||||||||||||||||||||
Fixed Charges
|
||||||||||||||||||||
Interest and amortization of deferred finance costs
|
$ | 69,736 | $ | 87,185 | $ | 94,411 | $ | 361,773 | $ | 651,925 | ||||||||||
Capitalized interest
|
2,131 | 2,144 | 2,955 | 19,009 | 22,147 | |||||||||||||||
Implicit rental interest expense
|
18,041 | 20,564 | 22,986 | 38,424 | 57,382 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 89,908 | $ | 109,893 | $ | 120,352 | $ | 419,206 | $ | 731,454 | ||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
3.87 | x | 3.79 | x | 3.37 | x | 1.22 | x | 1.47 | x |
(1) | The Company recognized an immaterial amount of minority interest in income from consolidated subsidiaries prior to 2007. | |
(2) | The Company recognized an immaterial amount of income from equity investees prior to 2007. |
5300 Grand Limited Partnership | ||
A Womans Place, LLC | ||
Abilene Hospital, LLC | ||
Abilene Merger, LLC | ||
Affinity Health Systems, LLC* | ||
Affinity Hospital, LLC* | d/b/a Trinity Medical Center | |
Affinity Physician Services, LLC | ||
Alaska Physician Services, LLC | ||
Alice Hospital, LLC | ||
Alice Surgeons, LLC | ||
Ambulance Services of Dyersburg, Inc. | ||
Ambulance Services of Forrest City, LLC | ||
Ambulance Services of Lexington, Inc. | ||
Ambulance Services of McKenzie, Inc. | ||
Ambulance Services of McNairy, Inc. | ||
Ambulance Services of Tooele, LLC | ||
American Health Facilities Development, LLC | ||
Anesthesiology Group of Hattiesburg, LLC | ||
Angelo Community Healthcare Services, Inc. | ||
Anna Clinic Corp. | ||
Anna Home Care Services, LLC | ||
Anna Hospital Corporation | d/b/a Union County Hospital | |
APS Medical, LLC | ||
Arizona ASC Management, Inc. | ||
Arizona DH, LLC | ||
Arizona Medco, LLC | ||
Arkansas Healthcare System Limited Partnership# | ||
ARMC, LP | d/b/a Abilene Regional Medical Center | |
Arusha LLC* | ||
Augusta Health System, LLC* | ||
Augusta Home Care Services, LLC | ||
Augusta Hospital, LLC* | d/b/a Trinity Hospital of Augusta |
Augusta Physician Services, LLC
Barberton Health System, LLC
Barberton Physician Services, LLC
Barstow Healthcare Management, Inc.
Beauco, LLC
Beaumont Medical Center, L.P.
Beaumont Regional, LLC
Berwick Clinic Company, LLC
Berwick Clinic Corp.
Berwick Home Care Services, LLC
Berwick Home Health Private Care, Inc.
Berwick Hospital Company, LLC
d/b/a Berwick Hospital Center
Berwick Medical Professionals, P.C.
BH Trans Company, LLC
Big Bend Home Care Services, LLC
Big Bend Hospital Corporation
d/b/a Big Bend Regional Medical Center
Big Spring Hospital Corporation
d/b/a Scenic Mountain Medical Center
Birmingham Holdings, LLC
Birmingham Holdings II, LLC
Bluffton Health System, LLC
d/b/a Bluffton Regional Medical Center
Bluffton Physician Services, LLC
Brandywine Hospital Malpractice Assistance Fund, Inc.
Brazos Medco, LLC
Brazos Valley of Texas, L.P.
Brazos Valley Surgical Center, LLC
Broken Arrow Medical Group, LLC
Brownsville Clinic Corp.
Brownsville Hospital Corporation
d/b/a Haywood Park Community Hospital
Brownwood Hospital, L.P.
d/b/a Brownwood Regional Medical Center
Brownwood Medical Center, LLC
Bullhead City Clinic Corp.
Bullhead City Hospital Corporation*
d/b/a Western Arizona Regional Medical Center
Bullhead City Hospital Investment Corporation*
Bullhead City Imaging Corporation
BVSC, LLC
Byrd Medical Clinic, Inc.
Carlsbad Medical Center, LLC
d/b/a Carlsbad Medical Center
Carolina Surgery Center, LLC*
Carolinas Medical Alliance, Inc.
Carolinas OB/GYN Medical Group, LLC
Cedar Park Health System, L.P.*
d/b/a Cedar Park Regional Medical Center
Center for Adult Healthcare, LLC
Central Alabama Physician Services, Inc.
Central Arkansas Anesthesia Services, LLC
Central Arkansas Pharmacy, LLC
Central Arkansas Physician Services, LLC
Central Arkansas Real Property, LLC
Centre Clinic Corp.
Centre Home Care Corporation
Centre Hospital Corporation
d/b/a Cherokee Medical Center
Centre RHC Corp.
Chesterfield Clinic Corp.
Chesterfield/Marlboro, L.P.
d/b/a Marlboro Park Hospital; Chesterfield General Hospital
Chestnut Hill Clinic Company, LLC*
Chestnut Hill Health System, LLC*
CHHS ALF Company, LLC*
CHHS Development Company, LLC*
CHHS Holdings, LLC
CHHS Hospital Company, LLC*
d/b/a Chestnut Hill Hospital
CHHS Rehab Company, LLC*
CHS Kentucky Holdings, LLC
CHS Pennsylvania Holdings, LLC
CHS Realty Holdings I, Inc.
CHS Realty Holdings II, Inc.
CHS Realty Holdings Joint Venture
CHS Utah Holdings, LLC
CHS Virginia Holdings, LLC
CHS Washington Holdings, LLC
CHS/Community Health Systems, Inc.
Claremore Anesthesia, LLC
Claremore Diagnostic Center, LLC
Claremore Internal Medicine, LLC
Claremore Physicians, LLC
Claremore Regional Hospital, LLC
d/b/a Claremore Regional Hospital
Clarksville Health System, G.P.*
d/b/a Gateway Health System
Clarksville Holdings, LLC
Clarksville Home Care Services, LLC
Clarksville Imaging Center, LLC#
Clarksville Physician Services, G.P.*
Cleveland Clinic Corp.
Cleveland Home Care Services, LLC
Cleveland Hospital Corporation
Cleveland Medical Clinic, Inc.
Cleveland PHO, Inc.
Cleveland Regional Medical Center, L.P.
d/b/a Cleveland Regional Medical Center
Cleveland Tennessee Hospital Company, LLC
d/b/a SkyRidge Medical Center
Clinico, LLC
Clinton County Health System, LLC
Clinton Hospital Corporation
d/b/a Lock Haven Hospital
Coatesville Clinic Company, LLC
Coatesville Hospital Corporation
d/b/a Brandywine Hospital
C-OK, LLC
College Station Hospital, L.P.
d/b/a College Station Medical Center
College Station Medical Center, LLC
College Station Merger, LLC
Colonial Heights Imaging, LLC
Community GP Corp.
Community Health Care Partners, Inc.
Community Health Investment Company, LLC
Community Health Network, Inc.
Community Health Systems Foundation
Community Health Systems Professional Services Corporation
Community Health Systems, Inc.
Community Health United Home Care, LLC
Community Information Network, Inc.#
Community Insurance Group SPC, LTD.
Community LP Corp.
Consolidated Hospital Laundry Services, Inc.#
Denton Surgery Center, L.P.*
DeQueen Regional I, LLC
Desert Hospital Holdings, LLC
Detar Hospital, LLC
DFW Physerv, LLC
DHFW Holdings, LLC
DHSC, LLC*
d/b/a Affinity Medical Center -- Massillon
Diagnostic Imaging Management of Brandywine Valley, LLC
Diagnostic Imaging of Brandywine Valley, LP
Doctors Hospital Physician Services, LLC*
Doctors Medical Center, LLC
Doctors of Laredo, LLC
Douglas Medical Center, LLC
Dukes Health System, LLC
d/b/a Dukes Memorial Hospital
Dukes Physician Services, LLC
Dupont Hospital, LLC*
d/b/a Dupont Hospital
Dyersburg Clinic Corp.
Dyersburg Home Care Services, LLC
Dyersburg Hospital Corporation
d/b/a Dyersburg Regional Medical Center
E.D. Clinics, LLC
East Tennessee Clinic Corp.
East Tennessee Health Systems, Inc.
Easton Hospital Malpractice Assistance Fund, Inc.
Edge Medical Clinic, Inc.
Edwardsville Ambulatory Surgery Center, LLC
El Dorado Surgery Center, L.P.*
EL Med, LLC
Empire Health Services
Emporia Clinic Corp.
Emporia Home Care Services, LLC
Emporia Hospital Corporation
d/b/a Southern Virginia Regional Medical Center
Eufaula Clinic Corp.
Eufaula Hospital Corporation
Evanston Clinic Corp.
Evanston Hospital Corporation
d/b/a Evanston Regional Hospital
Eye Institute of Southern Arizona, LLC
Fairmont Health System, LLC
Fallbrook Home Care Services, LLC
Fallbrook Hospital Corporation
d/b/a Fallbrook Hospital
Family Home Care, Inc.
Fannin Regional Hospital, Inc.
d/b/a Fannin Regional Hospital
Fannin Regional Orthopaedic Center, Inc.
Firstcare, Inc.#
First Choice Health Network, Inc.#
Florence ASC Management, LLC
Florence Home Care Services, LLC
Foley Clinic Corp.
Foley Home Care Services, LLC
Foley Home Health Corporation
Foley Hospital Corporation
d/b/a South Baldwin Regional Medical Center
Forrest City Arkansas Hospital Company, LLC
d/b/a Forrest City Medical Center
Forrest City Clinic Company, LLC
Forrest City Home Care Services, LLC
Forrest City Hospital Corporation
Fort Payne Clinic Corp.
Fort Payne Home Care Corporation
Fort Payne Hospital Corporation
d/b/a DeKalb Regional Medical Center
Fort Payne RHC Corp.
Fort Wayne Cardiac Center, LLC#
Fort Wayne Surgery Center, LLC*
Frankfort Health Partner, Inc.
Franklin Clinic Corp.
Franklin Home Care Services, LLC
Franklin Hospital Corporation
d/b/a Southampton Memorial Hospital
Fulton Home Care Services, LLC
Gadsden Home Care Services, LLC
Gadsden Regional Medical Center, LLC
d/b/a Gadsden Regional Medical Center
Gadsden Regional Physician Group Practice, LLC
Gadsden Regional Primary Care, LLC
Galesburg Home Care Corporation
Galesburg Hospital Corporation
d/b/a Galesburg Cottage Hospital
Galesburg In-Home Assistance, Inc.
Gateway Malpractice Assistance Fund, Inc.
Gateway Medical Services, Inc.
GCMC, LLC
GH Texas, LLC
GHC Hospital, LLC
Good Hope Health System, LLC
Granbury Hospital Corporation
d/b/a Lake Granbury Medical Center
Granbury Texas Hospital Investment Corporation
Granite City ASC Investment Company, LLC
Granite City Clinic Corp.
Granite City Home Care Services, LLC
Granite City Hospital Corporation
Granite City Illinois Hospital Company, LLC
d/b/a Gateway Regional Medical Center
Granite City Orthopedic Physicians Company, LLC
Granite City Physicians Corp.
GRB Real Estate, LLC
Great Plains Medical Foundation
Greenbrier Valley Anesthesia, LLC
Greenbrier Valley Emergency Physicians, LLC
Greenbrier VMC, LLC
d/b/a Greenbrier Valley Medical Center
Greenville Clinic Corp.
Greenville Home Care Services, LLC
Greenville Hospital Corporation
d/b/a L. V. Stabler Memorial Hospital
GRMC Holdings, LLC
Gulf Coast Hospital, L.P.
Gulf Coast Medical Center, LLC
Hallmark Healthcare Company, LLC
Harris Managed Services, Inc.
Harris Medical Clinics, Inc.
Hattiesburg ASC-GP, LLC
Hattiesburg Home Care Services, LLC
Haven Clinton Medical Associates, LLC
HDP DeQueen, LLC
HDP Woodland Heights, L.P.
HDP Woodland Property, LLC
HDPWH, LLC
Healdsburg of California, LLC
Healthcare Group, LLC#
Innovative Recoveries, LLC
IOM Health System, L.P.
d/b/a Lutheran Hospital of Indiana
IRHC, LLC
Jackson Home Care Services, LLC
Jackson Hospital Corporation
d/b/a Kentucky River Medical Center
Jackson Hospital Corporation
Jackson Physician Corp.
Jackson, Tennessee Hospital Company, LLC
d/b/a Regional Hospital of Jackson
Jennersville Family Medicine, LLC
Jennersville Regional Hospital Malpractice Assistance Fund, Inc.
Jonesboro Real Property, LLC
Jourdanton Home Care Services, LLC
Jourdanton Hospital Corporation
d/b/a South Texas Regional Medical Center
Kay County Clinic Company, LLC
Kay County Hospital Corporation
Kay County Oklahoma Hospital Company, LLC
d/b/a Ponca City Medical Center
Kensingcare, LLC
Kentucky River Physician Corporation
Kings Daughters Malpractice Assistance Fund, Inc.
Kirksville Academic Medicine, LLC
Kirksville Clinic Corp.
Kirksville Home Care Services, LLC
Kirksville Hospital Company, LLC
Kirksville Missouri Hospital Company, LLC*
d/b/a Northeast Regional Medical Center
Kirksville Physical Therapy Services, LLC
Knox Clinic Corp.
Knox Home Care Services, LLC
Knox Indiana Hospital Company, LLC
Knox Physician Services, LLC
Lake Area Physician Services, LLC
Lake Area Surgicare, A Partnership in Commendam*
Lake Wales Clinic Corp.
Lake Wales Hospital Corporation*
d/b/a Lake Wales Medical Center
Lake Wales Hospital Investment Corporation*
Lakeway Hospital Corporation
Lancaster Clinic Corp.
Lancaster Home Care Services, LLC
Lancaster Hospital Corporation
d/b/a Springs Memorial Hospital
Lancaster Imaging Center, LLC*
Laredo Hospital, L.P.
Laredo Texas Home Care Services Company, L.P.
Laredo Texas Hospital Company, L.P.*
d/b/a Laredo Medical Center
Las Cruces ASC-GP, LLC
Las Cruces Medical Center, LLC
d/b/a Mountain View Regional Medical Center
Las Cruces Physician Services, LLC
Las Cruces Surgery Center, L.P.*
Lea Regional Hospital, LLC
d/b/a Lea Regional Medical Center
Leesville Diagnostic Center, L.P.*
Leesville Surgery Center, LLC*
Lexington Clinic Corp.
Lexington Home Care Services, LLC
Lexington Hospital Corporation
d/b/a Henderson County Community Hospital
Lindenhurst Illinois Hospital Company, LLC
Lithotripsy Providers of Alabama, LLC#
Lock Haven Clinic Company, LLC
Lock Haven Home Care Services, LLC
Lock Haven Medical Professionals, P.C.
Logan Hospital Corporation
Logan, West Virginia Hospital Company, LLC
Longview Medical Center, L.P.*
d/b/a Longview Regional Medical Center
Longview Merger, LLC
Louisa Home Care Services, LLC
LRH, LLC
LS Psychiatric, LLC
Lutheran Health Network CBO, LLC
Lutheran Health Network Investors, LLC
Lutheran Health Network of Indiana, LLC
Lutheran Heart Alliance, LLC#
Lutheran Medical Office Park Phase I#
Lutheran Medical Office Park Phase II#
Lutheran Musculoskeletal Center, LLC*
Lutheran/TRMA Network, LLC#
Macon Healthcare, LLC#
Madison Clinic Corp.
Madison Hospital, LLC
Malulani Health and Medical Center, LLC
Marion Hospital Corporation
d/b/a Heartland Regional Medical Center
Marlboro Clinic Corp.
Martin Clinic Corp.
Martin Hospital Corporation
d/b/a Volunteer Community Hospital
Mary Black Health System LLC*
d/b/a Mary Black Memorial Hospital
Mary Black Medical Office Building Limited Partnership
Mary Black MOB II, L.P.
Mary Black Physician Services, LLC
Mary Black Physicians Group, LLC
Massillon Community Health System, LLC*
Massillon Health System, LLC
Mat-Su Regional ASC GP, LLC
Mat-Su Regional Surgery Center, L.P.
Mat-Su Valley II, LLC*
Mat-Su Valley III, LLC*
Mat-Su Valley Medical Center, LLC*
d/b/a Mat-Su Regional Medical Center
MCI Panhandle Surgical, L.P.
McKenzie Clinic Corp.
McKenzie Physician Services, LLC
McKenzie Tennessee Hospital Company, LLC
d/b/a McKenzie Regional Hospital
McKenzie-Willamette Regional Medical Center Associates, LLC*
d/b/a McKenzie-Willamette Medical Center
McNairy Clinic Corp.
McNairy Hospital Corporation
d/b/a McNairy Regional Hospital
MCSA, LLC#
Medical Center at Terrell, LLC
Medical Center of Brownwood, LLC
Medical Center of Sherman, LLC
Medical Diagnostic Center Associates, LP#
Medical Holdings, Inc.
Medical Park Hospital, LLC
Medical Park MSO, LLC
MEDSTAT, LLC
Memorial Hospital of Salem Malpractice Assistance Fund, Inc.
Memorial Hospital, LLC
Memorial Management, Inc.
Mesa View Physical Rehabilitation, LLC#
Mesa View PT, LLC
MHS Ambulatory Surgery Center, Inc.
Mid-America Health Partners, Inc.#
Mid-Plains, LLC
Minot Health Services, Inc.
Mission Bay Memorial Hospital, LLC
Missouri Healthserv, LLC
MMC of Nevada, LLC
d/b/a Mesa View Regional Hospital
Moberly Hospital Company, LLC
d/b/a Moberly Regional Medical Center
Moberly Medical Clinics, Inc.
Moberly Physicians Corp.
Mohave Imaging Center, LLC
Morristown Clinic Corp.
Morristown Professional Centers, Inc.
Morristown Surgery Center, LLC
MWMC Holdings, LLC
National Healthcare of England Arkansas, Inc.
National Healthcare of Holmes County, Inc.
National Healthcare of Leesville, Inc.
d/b/a Byrd Regional Hospital
National Healthcare of Mt. Vernon, Inc.
d/b/a Crossroads Community Hospital
National Healthcare of Newport, Inc.
d/b/a Harris Hospital
Navarro Hospital, L.P.
d/b/a Navarro Regional Hospital
Navarro Regional, LLC
NC-CSH, Inc.
NC-DSH, Inc.
NeuroSpine-Pain Surgery Center, LLC#
Newport Home Care Services, LLC
NHCI of Hillsboro, Inc.
d/b/a Hill Regional Hospital
North Anaheim Surgicare, LLC
North Okaloosa Clinic Corp.
North Okaloosa Home Health Corp.
North Okaloosa Medical Corp.*
North Okaloosa Surgery Venture Corp.
Northampton Clinic Company, LLC
Northampton Home Care, LLC
Northampton Hospital Company, LLC
d/b/a Easton Hospital
Northampton Physician Services Corp.
Northeast Medical Center, L.P.
Northern Indiana Oncology Center, LLC*
Northwest Allied Physicians, LLC
Northwest Arkansas Employees, LLC
Northwest Arkansas Hospitals, LLC*
d/b/a Northwest Medical Center -- Bentonville; Northwest Medical
Center -- Springdale; Willow Creek Womens Hospital
Northwest Benton County Physician Services, LLC
Northwest Hospital, LLC
d/b/a Northwest Medical Center
Northwest Indiana Health System, LLC*
Northwest Marana Hospital, LLC
Northwest Medical Center CT/MRI at Marana, LLC#
Northwest Physicians, LLC
Northwest Rancho Vistoso Imaging Services, LLC
Northwest Tucson ASC-GP, LLC
Northwest Tucson Surgery Center, L.P.*
NOV Holdings, LLC
Novasys Health Network, L.L.C.#
NRH, LLC
Oak Hill Clinic Corp.
Oak Hill Hospital Corporation
d/b/a Plateau Medical Center
Odessa, LLC
Ohio Sleep Disorders Centers, LLC#
Oklahoma City ASC-GP, LLC
Oklahoma City Home Care Services, LLC
Oklahoma City Surgery Center, L.P.
Olive Branch Clinic Corp.
Olive Branch Hospital, Inc.
OPRMC, LLC
Oro Valley Hospital, LLC
d/b/a Northwest Medical Center
Pacific East Division Office, L.P.
Pacific Group ASC Division, Inc.
Pacific Physicians Services, LLC
Pacific West Division Office, LLC
Pain Management Join Venture, L.L.P.#
Palm Drive Hospital, L.P.
Palm Drive Medical Center, LLC
Palmer-Wasilla Health System, LLC
Palmetto Womens Care, LLC
Pampa Hospital, L.P.
Pampa Medical Center, LLC
Panhandle Medical Center, LLC
Panhandle Property, LLC
Panhandle Surgical Hospital, L.P.
Panhandle, LLC
Parkway Regional Medical Clinic, Inc.
Payson Healthcare Management, Inc.
Payson Home Care Services, LLC
Payson Hospital Corporation
d/b/a Payson Regional Medical Center
PDMC, LLC
Pecos Valley of New Mexico, LLC
Peerless Healthcare, LLC
Pennsylvania Hospital Company, LLC
Pennsylvania Medical Professionals, P.C.
Petersburg Clinic Company, LLC
Petersburg Home Care Services, LLC
Petersburg Hospital Company, LLC
d/b/a Southside Regional Medical Center
PH Denton Physicians, Inc.
Phillips & Coker OB-GYN, LLC
Phillips Clinic Corp.
Phillips Hospital Corporation
d/b/a Helena Regional Medical Center
Phoenix Amdeco, LLC
Phoenix Surgical, LLC
Phoenixville Clinic Company, LLC
Phoenixville Hospital Company, LLC
d/b/a Phoenixville Hospital
Phoenixville Hospital Malpractice Assistance Fund, Inc.
Physician Practice Support, Inc.
Physicians and Surgeons Hospital of Alice, L.P.
QHG of Minot, Inc.
QHG of Ohio, Inc.
QHG of South Carolina, Inc.
d/b/a Carolinas Hospital System
QHG of Spartanburg, Inc.
QHG of Springdale, Inc.
QHG of Texas, Inc.
QHG of Warsaw Company, LLC
QHR International, LLC
Quorum ELF, Inc.
Quorum Health Resources, LLC
Quorum Health Services, Inc.
Red Bud Clinic Corp.
Red Bud Home Care Services, LLC
Red Bud Hospital Corporation
Red Bud Illinois Hospital Company, LLC
d/b/a Red Bud Regional Hospital
Redimed DeKalb, LLC#
Regional Cancer Treatment Center, Ltd.#
Regional Employee Assistance Program
Regional Hospital of Longview, LLC
Rehab Hospital of Fort Wayne General Partnership
River Region Medical Corporation
River to River Heart Group, LLC
Riverside MSO, LLC#
Roswell Clinic Corp.
Roswell Community Hospital Investment Corporation
Roswell Hospital Corporation
d/b/a Eastern New Mexico Medical Center
Russell County Clinic Corp.
Russell County Medical Center, Inc.
Ruston Clinic Company, LLC
Ruston Hospital Corporation
Ruston Louisiana Hospital Company, LLC
d/b/a Northern Louisiana Medical Center
SACMC, LLC
Salem Clinic Corp.
Salem Home Care Services, LLC
Salem Hospital Corporation
d/b/a The Memorial Hospital of Salem County
Salem Medical Professionals, P.C.
Samaritan Surgicenters of Arizona II, LLC
South Arkansas Clinic, LLC
South Arkansas Physician Services, LLC#
South Tulsa Medical Group, LLC
SouthCrest Anesthesia Group, LLC
SouthCrest Medical Group, LLC
SouthCrest Surgery Center, L.P.*
SouthCrest, L.L.C.
d/b/a SouthCrest Hospital
Southeast Alabama Maternity Center, LLC#
Southern Chester County Medical Building I#
Southern Chester County Medical Building II#
Southern Illinois Medical Care Associates, LLC
Southern Texas Medical Center, LLC
Southside Physician Network, LLC
Spokane Valley Washington Hospital Company, LLC
d/b/a Valley Hospital and Medical Center
Spokane Washington Hospital Company, LLC
d/b/a Deaconess Medical Center
Springdale/Bentonville ASC-GP, LLC
Springdale/Bentonville Surgery Center, L.P.*
Springdale Home Care Services, LLC
Springfield Oregon Holdings, LLC
Sprocket Medical Management, LLC
St. Joseph Health System, LLC
d/b/a St. Joseph Health System
St. Joseph Medical Group, Inc.
StrokeCareNow, LLC#
Summerlin Hospital Medical Center, LLC#
Summit Surgical Suites, LLC#
Sunbury Clinic Company, LLC
Sunbury Hospital Company, LLC*
d/b/a Sunbury Community Hospital
Surgical Center of Amarillo, LLC
Surgical Center of Carlsbad, LLC
Surgicare of Independence, Inc.
Surgicare of San Leandro, Inc.
Surgicare of Sherman, Inc.
Surgicare of Southeast Texas I, LLC
Surgicare of Victoria, Inc.
Surgicare of Victoria, Ltd.
Surgicare Outpatient Center of Lake Charles, Inc.
Surgicenter of Johnson County, Inc.
Surgicenters of America, Inc.
Tennyson Holdings, LLC
Terrell Hospital, L.P.
Terrell Medical Center, LLC
The Intensive Resource Group, LLC
The Surgery Center of Salem County, L.L.C.*
The Vicksburg Clinic, LLC
Three Rivers Medical Clinics, Inc.
Timberland Medical Group
Tooele Clinic Corp.
Tooele Home Care Services, LLC
Tooele Hospital Corporation
d/b/a Mountain West Medical Center
Triad Corporate Services, Limited Partnership
Triad CSGP, LLC
Triad CSLP, LLC
Triad DeQueen Regional Medical Center, LLC
Triad Healthcare Corporation
Triad Healthcare System of Phoenix, L.P.
Triad Holdings III, LLC
Triad Holdings IV, LLC
Triad Holdings V, LLC
Triad Holdings VI, Inc.
Triad Indiana Holdings, LLC
Triad Nevada Holdings, LLC
Triad of Alabama, LLC
d/b/a Flowers Hospital
Triad of Arizona (L.P.), Inc.
Triad of Oregon, LLC
Triad of Phoenix, Inc.
Triad RC, Inc.
Triad Texas, LLC
Triad-Arizona I, Inc.
Triad-ARMC, LLC
Triad-Denton Hospital GP, LLC
Triad-Denton Hospital, L.P.
Triad-El Dorado, Inc.
Triad-Medical Center at Terrell Subsidiary, LLC
Triad-Medical Center of Sherman Subsidiary, LLC
Triad-Navarro Regional Hospital Subsidiary, LLC
Triad-South Tulsa Hospital Company, Inc.
Triad-Willow Creek, LLC
Tri-Irish, Inc.
Tri-Shell 37 LLC
Tri-World, LLC
TROSCO, LLC
Troy Hospital Corporation
Trufor Pharmacy, LLC
TTHR Limited Partnership*
d/b/a Presbyterian Hospital of Denton
Tucson Rehabilitation, LLC
Tulsa Home Care Services, LLC
Tuscora Park Medical Specialists, LLC
Valley Advanced Imaging, LLC#
Valley Advanced MRI, LLC#
Valley Health System, LLC#
Vanderbilt-Gateway Cancer Center, G.P.#
VFARC, LLC
VHC Holdings, LLC
VHC Medical, LLC
Vicksburg Healthcare, LLC
d/b/a River Region Medical Center
Vicksburg Surgical Center, LLC
Victoria Functional Assessment & Restoration Ltd.
Victoria Hospital, LLC
Victoria of Texas, L.P.
d/b/a DeTar Hospital Navarro; DeTar Hospital North
Victoria Texas Home Care Services, LLC
Village Medical Center Associates, LLC
Virginia Hospital Company, LLC
VMF Medical, LLC
WA-SPOK DH CRNA, LLC
WA-SPOK DH Urgent Care, LLC
WA-SPOK Kidney Care, LLC
WA-SPOK Medical Care, LLC
WA-SPOK Primary Care, LLC
WA-SPOK Pulmonary & Critical Care, LLC
WA-SPOK VH CRNA, LLC
WA-SPOK VH Urgent Care, LLC
Wagoner Community Hospital, LLC
WAMC, LLC
Warsaw Health System, LLC*
d/b/a Kosciusko Community Hospital
Washington Clinic Corp.
Washington Hospital Corporation
Washington Physician Corp.
Watsonville Hospital Corporation
d/b/a Watsonville Community Hospital
Waukegan Clinic Corp.
Waukegan Hospice Corp.
Waukegan Hospital Corporation
Waukegan Illinois Hospital Company, LLC
d/b/a Vista Medical Center East; Vista Medical Center West
Weatherford Home Care Services, LLC
Weatherford Hospital Corporation
Weatherford Texas Hospital Company, LLC
d/b/a Weatherford Regional Medical Center
Webb County Texas Home Care Services, LLC
Webb Hospital Corporation
Webb Hospital Holdings, LLC
Wesley Health System, LLC
d/b/a Wesley Medical Center
Wesley HealthTrust, Inc.
Wesley Physician Services, LLC
West Anaheim Hospital, L.P.
West Anaheim Medical Center, LLC
West Anaheim, LLC
West Grove Clinic Company, LLC
West Grove Family Practice, LLC
West Grove Home Care, LLC
West Grove Hospital Company, LLC
d/b/a Jennersville Regional Hospital
West Virginia MS, LLC
Western Arizona Regional Home Health and Hospice, Inc.
Western Illinois Kidney Center, L.L.C.#
Wharton Medco, LLC
WHMC, LLC
Wichita Falls Texas Home Care Corporation