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notes thereto should be read in conjunction with the Company's financial statements for the nine months ended September 30, 2025, included in the Company's Quarterly Report on Form

Key Takeaway: Community Health Systems, Inc. entered into a purchase agreement to sell its 80% ownership interest in Joint Ventures operating Tennova Healthcare - Clarksville for $623 million. The transaction was completed on February 1, 2026, with cash distributed to the purchaser for outstanding amounts owed. The company presented unaudited pro forma financial statements to illustrate the estimated impact of this sale on its financials. It does not meet the criteria for discontinued operations as defined by accounting standards.

Market Sentiment Analysis

POSITIVE FACTORS

  • Successful sale of 80% ownership interest, generating $623 million.
  • The transaction is aimed at enhancing operational focus.
  • Identified adjustments in the pro forma statements suggest efforts to improve transparency.

Full Press Release Details

COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On October 30, 2025, CHS/Community Health Systems, Inc. ( CHS ), a wholly-owned subsidiary of Community Health Systems, Inc. (the Company ), and a subsidiary of CHS (the CHS Selling Entity ), entered into a purchase agreement (the Purchase Agreement ), with Vanderbilt University Medical Center and certain of its subsidiaries (collectively, the Purchaser ), Clarksville Health System, G.P., and Clarksville Physician Services, G.P. (Clarksville Health System, G.P. and Clarksville Physician Services, G.P., collectively, the Joint Ventures ), providing for the sale of the CHS Selling Entity's collective 80% ownership interest in the Joint Ventures, which own and operate Tennova Healthcare - Clarksville in Clarksville, Tennessee, and certain ancillary businesses (collectively, the Facility ) (the transactions contemplated by the Purchase Agreement, the Transaction ). On February 1, 2026, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to the CHS Selling Entity in connection with the closing of the Transaction, after giving effect to estimated working capital and other purchase price adjustments and before certain transaction expenses was $623 million in cash (subject to a post-closing working capital adjustment). In addition, contemporaneous with the closing of the Transaction, in connection with the balance of certain amounts due to the Joint Ventures from CHS and in accordance with the terms of the Purchase Agreement, subsidiaries of CHS distributed approximately $23 million in cash to the Purchaser for their share of amounts owed to the Joint Ventures by CHS.
The Company has determined that the operations of the Facility that was divested in the Transaction do not meet the definition of discontinued operations pursuant to Financial Accountings Standards Board Accounting Standards Codification 205 (ASC 205), Presentation of Financial Statements.
The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the Transaction had occurred as of September 30, 2025. The estimated gain on sale in connection with the Transaction is reflected in the unaudited pro forma condensed balance sheet within accumulated deficit.
The accompanying unaudited pro forma condensed consolidated statement of income for the nine months ended September 30, 2025 and the statement of loss for the year ended December 31, 2024 (the Pro Forma Periods ) includes certain pro forma adjustments to illustrate the estimated effect of the Company's disposition, as if the Transaction had occurred on January 1, 2024. The amounts included in the historical columns represent the Company's historical balance sheet and statement of income (loss) for the Pro Forma Periods presented.
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States ( GAAP ). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the Transaction, as if management's actions were carried out in previous reporting periods.
The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of the Company's management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had events reflected been completed as of the dates indicated, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors. These unaudited pro forma condensed consolidated financial statements and the
notes thereto should be read in conjunction with the Company's financial statements for the nine months ended September 30, 2025, included in the Company's Quarterly Report on Form 10-Q filed on October 24, 2025, and the Company's financial statements for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed on February 19, 2025.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(In millions)
September 30, 2025
Pro Forma
As Reported Adjustments Pro Forma
ASSETS
Current assets
Cash and cash equivalents $ 123 $ 589 a $ 712
Patient accounts receivable 2,159 (51 ) b 2,108
Supplies 325 (7 ) b 318
Prepaid expenses and taxes 266 (2 ) b 264
Other current assets 325 - 325
Total current assets 3,198 529 3,727
Property and equipment 9,064 (240 ) b 8,824
Less accumulated depreciation and amortization (4,444 ) 103 b (4,341 )
Property and equipment, net 4,620 (137 ) 4,483
Goodwill 3,540 (227 ) b 3,313
Deferred income taxes 75 - 75
Other assets, net 1,806 (13 ) b 1,793
Total assets $ 13,239 $ 152 $ 13,391
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Current maturities of long-term debt $ 16 $ - $ 16
Current operating lease liabilities 110 (1 ) b 109
Accounts payable 894 (12 ) b 882
Income tax payable 3 71 c 74
Accrued liabilities:
Employee compensation 468 (7 ) b 461
Accrued interest 209 - 209
Other 478 (3 ) b 475
Total current liabilities 2,178 48 2,226
Long-term debt 10,589 - 10,589
Deferred income taxes 30 - 30
Long-term operating lease liabilities 527 (4 ) b 523
Other long-term liabilities 866 - 866
Total liabilities 14,190 44 14,234
Redeemable noncontrolling interests in equity of consolidated subsidiaries 323 (70 ) b 253
STOCKHOLDERS ' DEFICIT
Community Health Systems, Inc. stockholders' deficit:
Preferred stock - - -
Common stock 1 - 1
Additional paid-in capital 2,183 - 2,183
Accumulated other comprehensive loss (5 ) - (5 )
Accumulated deficit (3,681 ) 178 d (3,503 )
Total Community Health Systems, Inc. stockholders' deficit (1,502 ) 178 (1,324 )
Noncontrolling interests in equity of consolidated subsidiaries 228 - 228
Total stockholders ' deficit (1,274 ) 178 (1,096 )
Total liabilities and stockholders ' deficit $ 13,239 $ 152 $ 13,391
Unaudited Pro Forma Condensed Consolidated Statement of Income
(In millions, except per share amounts)
Nine Months Ended September 30, 2025
Pro Forma
As Reported Adjustments Pro Forma
Net operating revenues $ 9,379 $ (230 ) e $ 9,149
Operating costs and expenses:
Salaries and benefits 4,056 (68 ) e 3,988
Supplies 1,418 (26 ) e 1,392
Other operating expenses 2,583 (65 ) e 2,518
Lease cost and rent 209 (3 ) e 206
Depreciation and amortization 317 (6 ) e 311
Impairment and (gain) loss on sale of businesses, net (242 ) - (242 )
Total operating costs and expenses 8,341 (168 ) 8,173
Income from operations 1,038 (62 ) 976
Interest expense, net 649 - 649
Gain from early extinguishment of debt (105 ) - (105 )
Equity in earnings of unconsolidated affiliates (9 ) 1 e (8 )
Income before income taxes 503 (63 ) 440
(Benefit from) provision for income taxes (13 ) 11 c (2 )
Net income 516 (74 ) 442
Less: Net income attributable to noncontrolling interests 117 (13 ) e 104
Net income attributable to Community Health Systems,
Inc. stockholders $ 399 $ (61 ) $ 338
Earnings per share attributable to Community
Health Systems, Inc. stockholders:
Basic $ 2.99 $ 2.54
Diluted $ 2.97 $ 2.50
Weighted-average number of shares outstanding:
Basic 133 133
Diluted 135 135
Unaudited Pro Forma Condensed Consolidated Statement of Loss
(In millions, except per share amounts)
Year Ended December 31, 2024
Pro Forma
As Reported Adjustments Pro Forma
Net operating revenues $ 12,634 $ (245 ) e $ 12,389
Operating costs and expenses:
Salaries and benefits 5,418 (89 ) e 5,329
Supplies 1,946 (34 ) e 1,912
Other operating expenses 3,642 (71 ) e 3,571
Lease cost and rent 299 (4 ) e 295
Depreciation and amortization 486 (8 ) e 478
Impairment and (gain) loss on sale of businesses, net 301 (249 ) d 52
Total operating costs and expenses 12,092 (455 ) 11,637
Income from operations 542 210 752
Interest expense, net 860 - 860
Gain from early extinguishment of debt (25 ) - (25 )
Equity in earnings of unconsolidated affiliates (10 ) 1 e (9 )
Loss before income taxes (283 ) 209 (74 )
Provision for income taxes 79 78 c, d 157
Net loss attributable to Community Health Systems, (362 ) 131 (231 )
Less: Net income attributable to noncontrolling interests 154 (10 ) e 144
Net loss attributable to Community Health Systems,
Inc. stockholders $ (516 ) $ 141 $ (375 )
Loss per share attributable to Community
Health Systems, Inc. stockholders:
Basic $ (3.90 ) $ (2.84 )
Diluted $ (3.90 ) $ (2.84 )
Weighted-average number of shares outstanding:
Basic 132 132
Diluted 132 132
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:
a)Adjustment represents consideration received from the sale of the Facility of approximately $623 million, net of transaction expenses of $11 million and the distribution of amounts due to the Joint Ventures from CHS of approximately $23 million.
b)Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facility.
c)Adjustments represent the impact to income taxes associated with the sale of the Facility. The income tax expense for the nine months ended September 30, 2025 relates to the elimination of revenues, costs and expenses set forth in Note (e). For the twelve months ended December 31, 2024, income tax expense of approximately $7 million related to the elimination of revenues, costs and expenses set forth in Note (e) plus income tax expense of approximately $71 million related to the sale. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts including changes in valuation allowances.
d)Adjustments reflect a $249 million pre-tax gain ($178 million after tax) on sale of the Facility calculated as follows:
Consideration received $ 623
Less: Cash paid for distribution to noncontrolling investor in Joint Ventures (23 )
Less: Transaction expenses (11 )
Less: Carrying value of the Facility (113 )
Less: Goodwill allocated to sale of the Facility (227 )
Pro forma gain before income taxes 249
Provision for income taxes (71 )
Pro forma net gain on sale of the Facility $ 178
e)Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facility. Adjustments do not include certain general corporate overhead costs previously allocated to the Facility that will have a continuing effect on the Company post-closing.

Frequently Asked Questions

What was the purchase price for the CHS transaction?

The purchase price for the transaction was $623 million in cash.

What subsidiaries were involved in the CHS sale?

Vanderbilt University Medical Center and its subsidiaries were involved.

What financial statements are included in the pro forma documents?

The pro forma documents include a balance sheet and income statement.

When was the CHS transaction completed?

The transaction was completed on February 1, 2026.

How does CHS classify the divested operations?

CHS does not classify the divested operations as discontinued.

Last updated: Feb 2, 2026