Unverified Participant Wayne T. Smith - Chairman & Chief Executive Officer W. Larry Cash - Chief Financial Officer, Director & President-Financial Services.

A.J. Rice - UBS Securities LLC Brian Gil Tanquilut - Jefferies LLC Whit Mayo - Robert W. Baird & Co., Inc. (Broker) Frank Morgan - RBC Capital Markets LLC Gary Lieberman - Wells Fargo Securities LLC Chris Rigg - Susquehanna Financial Group LLLP Joshua Raskin - Barclays Capital, Inc. Kevin Mark Fischbeck - Bank of America Merrill Lynch, Inc..

Good morning. My name is Mike and I will be your conference operator today. At this time, I would like to welcome everyone to the Community Health Systems' 2016 First Quarter Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session.

I will now turn the call over to Gretchen Hommrich, Director of Investor Relations. You may begin your conference..

Thank you, Mike. Good morning and welcome to Community Health Systems' first quarter conference call. Before we begin the call, I would like to read the following disclosure statements. This conference call may contain certain forward-looking statements, including all statements that do not relate solely to historical or current facts.

These forward-looking statements are subject to a number of known and unknown risks, which are described in headings such as Risk Factors in our Annual Report on Form 10-K and other reports filed with, or furnished to, the Securities and Exchange Commission.

As a consequence, actual results may differ significantly from those expressed in any forward-looking statements in today's discussion. We do not intend to update any of these forward-looking statements. Yesterday afternoon, we issued a press release with our financial statements and definitions and calculations of adjusted EBITDA and adjusted EPS.

For those of you listening to the live broadcast of this conference call, a supplemental slide presentation has been posted to our website. We will be referring to those slides during this earnings call.

Our results consolidate the results of Community Health Systems in our March 2016 acquisition of an 80% ownership interest in a joint venture with Indiana University Health in La Porte, Indiana.

All calculations we will be discussing exclude discontinued operations, loss from early extinguishment of debt, impairment of long-lived assets, expenses incurred related to the company's spin-off of Quorum Health Corporation, expenses related to the HMA legal settlements and related costs, expense from fair value adjustments related to the HMA legal proceedings accounted for at fair value, underlying the CVR agreement and related legal expenses.

With that said, I would like to turn the call over to Mr. Wayne Smith, Chairman and Chief Executive Officer. Mr.

Smith?.

Thank you, Gretchen. Good morning and welcome to our first quarter conference call. Larry Cash, our President of Financial Services and Chief Financial Officer is with me on the call today along with David Miller, our President and Chief Operating Officer; and Dr. Lynn Simon, our President of Clinical Services and Chief Quality Officer.

Numerous factors affected our results this quarter, and we will be discussing these challenges during the call today. You will also see that a large percentage of our operations are performing well, especially in our legacy markets. We continue to believe we will resolve the current operating issues.

Most importantly, I'd like to share some immediate actions we are taking today and through the rest of 2016. We will be focused on these near-term strategies that can produce shareholder value this year. First, we are rationalizing our portfolio in order to reduce debt.

As you know, we completed the spin-off of Quorum Health Corporation last Friday, April 29, 2016. This transaction is a tax-free spin-out of 38 hospitals in 16 states and also includes Quorum Health Resources, LLC hospital management and consulting service.

We'll use the net proceeds of approximately $1.2 billion to pay down our debt, mostly secured debt. With the completion of spin-off of QHC, we have provided a dividend of QHC stock to our shareholders with initial value of greater than $425 million.

For Community Health Systems, the spin-off also reduces administrative operating costs by approximately $100 million annually, derived from transferring nearly 200 corporate office personnel, including some highly compensated executives and middle managers to Quorum, transferring Quorum Health Resources' staff and overhead to QHC, and a transitional IT service agreement, which reduces our IT cost.

We continue to believe Quorum has a target growth potential and ability to enhance shareholder value. Also under our portfolio rationalization, we told you during our last earnings call in February that we would drive toward a more sustainable high-margin group of hospitals by pursuing additional divestitures.

We have moved swiftly to initiate the sale of certain assets, and already, we have several transactions underway. These include 10 hospitals that are not part of our regional networks and other non-hospital operations. These facilities and operations generate approximately $1 billion in revenue and with single-digit margins in 2015.

We also sold our interest in a joint venture in Las Vegas, Nevada with Universal Health Services. Assuming the successful completion of these transactions, we will also use these proceeds to further reduce our debt by approximately $975 million likely before the end of 2016. We expect additional divestitures of unproductive and low-margin operations.

As we reduce and refine our overall portfolio, eliminating these assets, further investments can be committed to our more attractive markets and regional networks, which we have an opportunity to improve access points, outpatient services, market density to support our acute care business, recruit the right physicians who can establish successful practices, enhance the quality of care in our communities, further investment in portfolio of healthcare services, and gain market share over the near and long term for sustainable results.

We will continue to divest hospital operations that cannot meet these criteria and they're not productive to our results. So, again, we've raised about $1.2 billion from the Quorum spinoff, anticipate an approximately $975 million more likely by the end of the year from transactions underway now.

These proceeds of approximately $2.2 billion from our portfolio rationalization effort will be used to pay down debt. Our second immediate priority is an intensified focus on productivity measures and expense reductions.

We have always done a good job of recruiting physicians in our communities, but we have not been as effective in managing practices of some employed physicians. We are aggressively addressing this issue now.

We're now selectively targeting recruitment efforts to address our most critical needs, while simultaneously focusing more attention on establish physician practices to improve access and increase productivity. This should result in incremental revenue opportunities and lower practice start-up expenses later in the year.

We expect to have some attrition among our employed-physician base as we complete previously-mentioned divestitures. We're also implementing focus programs to address challenges, improve performances in physician practices that do not currently meet our productivity quality and operational standards.

Of course, we will always recruit physicians that are needed in our communities. This has been a hallmark of our past success and remains an important growth strategy. But our immediate focus right now is on improving existing practice operations in our markets.

Regarding productivity, much has been said about the slower-than-anticipated turnaround in certain HMA assets, something that has been frustrating to us all. We've previously reported weakness in former HMA markets, primarily in Florida and Tennessee. Larry will be discussing these markets in more detail in a few minutes.

Addressing factors that are within our control, detailed performance improvement plans have been developed for these markets. We expect better results in Florida in 2016. Other expense management efforts are ongoing and a rigorous exercise across our entire enterprise. And again, we have more opportunity.

We have continued to invest spending in the consolidation of our core business functions, the benefit of these restructurings will be later this year and into next year.

Regarding higher reliability and safety focus through the fourth quarter 2015, we've achieved a reduction in our serious safety event rate for legacy facilities of 73.9% from our baseline of April 2013. You may have seen an announcement last week that we have realigned our hospitals from six operating divisions to five.

We have promoted Tim Hingtgen, one of our most successful division presidents to a newly-created Executive Vice President of Operation role. Tim is an experienced and proven operator who has managed some of our most successful hospitals who has facilitated effective turnaround in underperforming markets.

In his new role, Tim will be working with the divisions and hospital operators to improve facilities that have fallen short of expectations and potential. We look forward to leveraging Tim's expertise more broadly across the organization. This will provide us with enhanced focus in our underperforming markets.

This experience will further prepare Tim to assume David Miller's role by the end of the year. We now have three new division presidents since the first of the year. This is an accomplished group, but also a new generation of leadership that brings perspective to our markets.

Please refer to slide eight, where you will see our management team and division operators' listed. You've seen the press release, but here is some of the quarterly metrics; on a same-store basis, adjusted admissions increased 1.3%. Surgeries were up 4.5%, predominantly on outpatient. We saw improved cash flow. Adjusted EBITDA was $633 million.

Larry will detail the factors contributing to the decline over the prior year in just a minute. Adjusted EPS was $0.27. As a result of the spin-off, other transactions in process, the fourth quarter results, we are revising our 2016 guidance as follows.

Net operating revenues, less provision for doubtful accounts are anticipated to be $17.8 billion to $18.4 billion. Same-store hospital adjusted admissions growth is anticipated to be 0.5% to 2.5%. Adjusted EBITDA is anticipated to be $2.6 billion to $2.7 billion.

Income from continuing operations per share is anticipated to be $2.50 to $2.80 based on a weighted diluted shares outstanding of 111 million to 113 million. As it relates to our pending HMA legal matters, there has been no material change since our last earnings call.

We continue to revalue the estimated liabilities covered by the CVR on a quarterly basis. Our current estimate including probable legal fees continue to reflect there will be no payment to CVR holders. Larry will now discuss our results further and provide you with other information.

Larry?.

Thank you, Wayne. Now, let's discuss the results for the first quarter. As a reminder, calculations discussed on this call exclude the items noted earlier. On a same-store basis for the quarter, we should note the following. On a comparative 2015 versus 2016 first quarter basis, net revenues grew $105 million or 2.2%.

This is comprised of eight-tenths of a percent increase in net revenue per adjusted admission and a 1.3% increase in volume of our adjusted admissions. Flu-related volume reduced our adjusted admission growth by 1%, the leap day probably helped our volume by about 1.3%. Our in-patient admissions declined to 2% and flu reduced this by about 1.5%.

Our ER visits were up 2.3% and our surgeries increased 4.5% with strength in outpatient surgeries. Let me describe to you the same-store trends between the former HMA facilities and the legacy facilities.

For the comparative quarter basis, for the first quarter 2015 versus first quarter 2016, the former HMA facilities experienced a 1% decrease in adjusted admissions. This compares to a 2.5% increase at the legacy facilities. A larger decrease in former HMA facilities was predominantly the result of lower volumes in Florida.

A 0.9 % decrease in net revenue per adjusted admission, this compares to 1.5% increase at the legacy facilities. An increase in surgery cases of 2.4%, predominantly outpatient, while the legacy experienced a 5.5% growth in total surgeries. A decrease in net revenue of 1.9% compared to a 4% increase at the legacy facilities.

We're still seeing – expecting to see a shift from inpatient service to outpatient setting. Our net outpatient revenues to forward provision for bad debts currently represent 56% of our revenue.

Our salaries benefit as a percentage of net operating revenue for the same stores increased 40 basis points, of this increase approximately 50% related to physician practices. Supply expenses as a percentage of net revenue for same store increased 40 basis points, primarily from drugs and implant increases.

Implant cost increased from growth in our orthopedic revenue. Other operating expenses as a percentage of net revenue for same store increased 90 basis points.

The increases were in IT cost to outsource services for housekeeping and dietary, some outsourced physician services, Medicaid supplement program costs, property tax, contract labor, and malpractice. Based on our analysis so far, you would just see these types of increases for these categories reduced at least 50% in the near future.

Further, as Wayne said, we've done a very conscientious effort to further reduce all our expenses going forward. The decline of $81 million in the first quarter versus the first quarter last year relates to the following.

There are 24 hospitals in Florida, approximately one-third of them are primarily former HMA hospitals that contributed approximately 40% to EBITDA consolidated decline, about $30 million; reductions in Florida Medicaid reimbursement were $10 million in the first quarter; reductions of $5 million in a location of a physical plant issues, which affected our reputation; physician practice EBITDA declined approximately $5 million.

There are 19 hospitals in Tennessee, with two former HMA hospitals contributing 10% to the consolidated decline. Managed Care network changes for selected products reduced revenue in these Tennessee locations without offsetting cost reduction. Physician practice results in these Tennessee locations also contributed to the reduction in EBITDA.

Physician practices excluding above hospitals contributed about $10 million to the consolidated EBITDA decline. HITECH incentives declined approximately $8 million, and supply expense increased approximately $10 million related to the rise in drug costs.

Increased expenses on centralized efforts for health information management and centralized purchase and accounts payable contributed about $10 million. Our cash flow from operations were $294 million for the first quarter compared to a negative cash flow of $61 million in the prior year.

Adjusted to exclude our government settlements and related expenses, acquisition integration costs and other payment HMA-owned liability expenses in connection with the QHC spin-off, cash flows from operations were $297 million for the quarter compared to a negative $5 million in the prior year.

There are a few items to note that explains the improvement over prior year. The timing of payments for payroll contributed approximately $200 million, and a similar amount should be there for the end of the year also.

Slower growth on accounts receivable contributed approximately $90 million of improvement and cash flow from HITECH incentive payments were $40 million greater than last year. And these were offset by declines in cash from other working capital items for approximately $50 million.

Our cash flow from operations guidance for 2016 will be $1.350 billion to $1.500 billion. Our CapEx for the first quarter was $224 million or 4.5% of revenue. Our CapEx guidance for 2016 will be a range of $725 million to $875 million compared to $963 million last year. Now, let's turn our attention to the Affordable Care Act.

The following information of same-store hospital data only for comparative first quarters. Self-pay adjusted admissions as a percentage of total adjusted admissions declined 80 basis points to 5.3%. Self-pay adjusted admissions decreased about 12.4% and expansion dates decline was 39.8%.

Medicaid-adjusted admissions as a percentage of total adjusted admissions increased 150 basis points. And Medicaid adjusted admissions increased 10%, with majority of increase coming from facilities and expansion states. And expansion states increase was 23.2%. Exchanges were up 8% sequentially from the fourth quarter.

Consolidated charity plus self-pay discounts plus bad debt expenses for the three months comparative periods, it increased from 23.7% to 25%, 130 basis point increase.

Based on the various data points on Medicaid and exchange business, we believe we have recognized a first quarter ACA benefit of approximately $15 million, which is nicely inside our annual guidance of $50 million to $75 million.

With changes in the company's operations and being the third year at ACA, we will not provide quarterly ACA incremental benefit going forward. Consolidated revenue payer mix for the first quarter 2016 compared to the first quarter 2015, Medicare increased 10 basis points. Medicaid decreased 10 basis points.

Managed care and other increased 30 basis points and self-pay decreased 30 basis points.

Please note, as it relates to the results of the first quarter and estimates and improvements for calendar 2016, we did achieve improvement in the first quarter of Affordable Care Act of $15 million, and we achieved synergies of $8 million in the first quarter and expect $30 million for the full year.

Improvements in physician practices and centralized payroll processes and health information management resulted in a reduction of EBITDA of $20 million in the first quarter; and for the full year, we expect improvement of $55 million to $60 million.

Supply chain, accounts payable, purchasing and revenue cycle improvement were $15 million in the first quarter with the full-year improvement being estimated at $70 million to $80 million. We expect some progress in the second quarter on expense improvement and much better results in the second half of the year.

For the year, we believe our payer mix and volume improvements are estimated approximately $50 million to $100 million. The contributions for acquisitions were estimated at $30 million to $40 million.

As it relates to our 2016 guidance, we adjusted our guidance to reflect the following; the spinoff of 38 hospitals reduced our internal budget for these 38 hospitals, the sale of 10 hospitals lowered investment in non-hospital operations, with an expecting closing date in the third quarter.

Using our budget, these divestitures had approximately about $1 billion of revenue and single-digit margins.

The sale on April 29 for our interest in the joint venture in Las Vegas, Nevada, with Universal Health Services, the proceeds in this transaction of approximately $445 million are for our equity interest in the joint venture and the return of capital on the new hospital. Slide 21 provides summary data on QHC for the first quarter 2016.

Wayne?.

Thanks, Larry. This was a difficult quarter, and we're working hard to get our operations on track in the markets that are underperforming. As the planned divestitures take place and our operations improve, we expect our margins to improve, our focus to be redirected to more profitable assets, and our capital expenditures to be more productive.

Before we take your questions, there are some promising achievements that I would like to highlight. For two years, we've discussed our investment in orthopedic services. In-patient orthopedic volumes have increased about 12% across 36 hospitals where we've implemented our standard orthopedic program.

We have 11 new programs slated for implementation before the end of the year. We've seen an increase of 3,200 or 40% successful ER transfers through our 15 transfer centers covering 90 hospitals and expect additional growth. ER marketing has been effective driving up 80 visits over a tough comp in 2015 and despite a frequent flu season.

We continue to expand and standardize operating models from our outpatient care especially through urgent care ambulatory surgery. Increasing access in outpatient care should have a positive impact especially in our regional networks. Our new hospital in Birmingham, Grandview Medical Center, is exceeding expectations and performance projections.

We expect to achieve measurable market share gains and profitable services in Birmingham. There are other successes, but at this point, operator, we are ready to open up for questions. We would like to ask you to limit your questions to one question and one follow-up, so several of you will have time on the call.

But as always, we will be able to talk to you and you reach us at 615-465-7000..

Your first question is from A.J. Rice from UBS..

Thanks. Hi, everybody. So just to start out with the stepped up emphasis on restructuring the portfolio, streamlining, looking at ways to deleverage.

Maybe can you give us a sense whether you have a deleveraging target, whether this restructuring can be accomplished – I mean, obviously, deleveraging in and of itself may be volume enhancing to the shareholders, but can you pursue this in a way where you're realizing values you think that are at least comparable to where community trades in the market? In other words, the value you can realize on these divestitures.

And then, if those things you're identifying today sort of the first step on the longer-term path to restructure the portfolio or do you think this is what you need to do?.

Based on what we're trading today, it is not hard to get value, the same value, but I think what we're on track doing is, we had about 200 hospitals. We would like to end up with 140 or 145 or 150 hospitals that are sustainable in markets that have some growth potential.

And where we have the ability to add assets to those and enhance the networks or enhance those markets, improve the margins, I think we're on track to do that. As I said earlier, and as you know from our slides and our script, we have about 10 hospitals that we've targeted in addition to the 38 that just left with QHC.

We have other hospitals that we think probably may work better if they're not part of our portfolio. It may work better with somebody else. So, this is a process that hopefully we should be in pretty good shape by the end of the year in terms of how we look and how we restructure.

So, I think we're on the right track here in terms of making sure that our portfolio is correct.

The other important component of this, obviously, is expense control and what we've done in terms of our investment spending in our core assets, our core business assets that we have, payables and supplies and all the other things that we're doing internally now and that we're spending money on, so that we centralize all those functions.

So, I believe we're on the right track. I believe we got the right strategy in place. I think we're executing on the strategy. We're obviously having difficulty with some of the issues that we have with some of the underperforming hospitals. But, you're right.

We're about improving our leverage ratios and improving our operational efficiencies and optimizing our base business..

A.J., just to add, I think if you roll forward to 12/31/16 and take out the QHC and the 10 hospitals out of our asset and the Las Vegas investment, I think we'll be somewhere around five times.

We're fortunate that we got an NOL that will help minimize taxes, and based on what we're selling, I think we'd be able to use most of the proceeds to pay down debt, but we'd be targeting somewhere by the end of the year 5.5 times and improvement on that next year or so if we continue to grow the EBITDA..

Okay.

And maybe just a follow-up question within the – on the comments about the physician practice performance, I know you guys have recruited docs very actively, but is this mostly a legacy HMA issue or is this a broader across the portfolio and what do you sort of – what needs to be done to get back on track, I guess, in terms of just understanding exactly how to get these practices operating where you need to have it?.

Let me just make a general comment that we've done a really good job. We recruited in the first quarter, again, 877 physicians. We continue to do a great job in terms of recruiting. What we're doing is like we're doing everything else.

We're standardizing and consolidating our practice management so that we enhance and improve productivity in those practices. We didn't recruit a lot of physicians for the HMA hospitals. As you know, we didn't recruit very many physicians prior to the time when we acquired them. So, we did that really fast.

This is probably self-inflicted that we didn't do a good enough job in making sure that we had performance improvements, and that we got the kind of performance that we need out of those to be successful. As you know, recruiting physicians is an expensive business. I don't know if you want to add anything to that, Larry..

Yes, I'll just go back. I think we commented on a previous call about three times more physicians at HMA in 2015 versus 2014, it takes a while to do it. I think we also commented that our productivity of these new physicians is lagging what we've historically done especially the first six months to nine months. We're starting to catch up some of that.

I think I commented about a $15 million increase in loss, about $5 million is in Florida. So, clearly, you got a lot of high percentage of that in Florida where we also have some volume issues.

But I think we're organized really well about being more productive, spending our expenses better for the practices and also work on revenue enhancement, which are some of the strategies we got underway. Some of our software spending we did that we called out had to do with enhancing some of the physician practices that make them more effective..

And, A.J., just to conclude this discussion about physician practice, we may lose a few physicians along the way. But I would say generally speaking, our physicians have bought into what we're trying to accomplish and are working hard to achieve the goals.

And we have a number of things in place in terms of centralized scheduling and things that we are working on that we're implementing which will help a lot as well. So....

All right. Thanks a lot..

Your next question is from Brian Tanquilut with Jefferies..

Hey. Good morning, guys.

Wayne, just to follow up on A.J.'s question, so as you divest some of these facilities, in the past, you've talked about the need to go deeper in some of the markets that you've shown, the kind of core markets that you guys have identified, so how do you balance that, especially at a time when the payers are consolidating and you probably need to scale up in your key markets?.

Yes, we've got 11 markets that we think that we have a very good footprint, we got a huge number of physicians in those markets, outpatient servicing, and we got a lot of opportunity for continued investment in those markets.

Then we've got markets like Birmingham, Alabama, where I mentioned earlier Grandview, which is a standalone and it's a great location. It's got great opportunity. It's doing extremely well. We're increasing our market share in that market.

So, in addition to that, we will have some other markets around – when you go back and evaluate our markets, and we look at them by either geographics or demographics or payer mix and all the above. We have some very good standalone markets in addition to our network markets.

So, the objective here would be as we go forward, not only to use our capital in our network markets, but also in those standalone markets to enhance those markets, to improve and build those markets out as well.

So, I think that addresses the issue in terms of managed care because, actually, I don't think we've lost any managed care contracts anytime recently or have been excluded or anything..

Yes, I think there was one in Tennessee that we just talked about, but I think just to add one comment to that, if you go back and look at QHC, we exited seven states. So, we sort of consciously sort of looked and we had 29 states, went to 22 states.

So, we're not going to have an isolated hospital or two out there, actually in those seven states because I think in three or four of those states, we only had one hospital. We're trying to make sure that the sales process were not – we don't name the 10 hospitals right now.

We're trying to make sure they don't have effect on our ability to have good managed care relationships and managed care going forward. Clearly, in the first quarter, we were up on managed care payer mix, but not up as much as we were last year. We were up 90 basis points last year.

We aren't going up that much this year, so that's one of the advantages going forward. I think we'll work back to a better managed care payer mix growth..

So, the other couple of components of this in terms of productivity and our focus on cost managing, you wouldn't know it from this quarter. But, as we move forward, as we consolidate – continue to consolidate some of our core business functions, we'll get better and better on costs which will help us in terms of managed care as well.

And the other piece of this which we're doing extremely well on is demonstrating quality. As we've mentioned, we've had over 70% reduction in our serious safety events over the last three years in the legacy hospitals and that's a significant accomplishment. I'm not sure many other people have done that.

And it's a really important accomplishment in terms of demonstrating quality managed care. So, I think we're on the right track in terms of the things we're doing here..

Great.

Wayne or Larry, how do you balance that though with the capital requirements of the business especially your focus on de-levering the balance sheet right now?.

Well, we brought CapEx spending down. Clearly, we've got a lot of projects after we do a lot of due diligence on what we're going to spend. And I think by reducing the size of the company that allows us to spend our capital wisely.

We've completed partly a substantial amount of CapEx projects here recently – on our CapEx, I think we've completed probably $500 million of CapEx projects between 2014 and 2016 that will probably drive this year a good, on a full year basis, probably about $100 million or more of EBITDA benefit. Probably, this year, $40 million, so....

And we've been spending about 5%, and we spent a little around 4% or so in the first quarter. So, we're not talking about a huge reduction, but we are talking about enough that hopefully will make a difference in terms of our cash availability, but we will not make a mistake in terms of capital allocation.

When we have an opportunity for growth and improvement, we will continue to use our capital..

And the other thing, Brian, I don't think – no one picked up, there's no guidance for any additional acquisitions this year..

Got it.

And then my follow-up, Larry, just on the guidance, I mean, after the Q1 miss, I know you've turned them low end – on apples-to-apples basis, you turned them low end or the high end of your guidance, but not the low end, so what gives you confidence or how should investors gain confidence on your ability to hit the revised guidance range given the shortfall in Q1?.

Yes, if you sort of walk through the math, if you leave out the HITECH for the first quarter, you're in the mid-2.4, 2.460, you back out what QHC had for the first quarter and what we sell of the investment that's going to go on for QHC and also some of the sales, I think we got about $100 million – we said $50 to $100 million.

We sort of got a plan to do about $150 million, but we brought it down on payer mix and volume improvement. I just mentioned that we're fairly up in the payer mix. On managed care, last year, we were up 90 basis points. The big improvement is in the physician practices, which I think we can make an improvement.

We lost around about $20 million in the first quarter, and we expect to be $50 million to $60 million improvement for that. So, that's where it is. We got to the supply chain, which was about $10 million – $15 million for the first quarter. We think that's going to be much better than that, continue to contribute.

We've got some – the La Porte acquisition was one month and some other acquisitions. We've got some cost reductions from the QH spend going on, and then the HITECH incentives are backed out of the first quarter. It's about $60 million.

And then the other expense reductions of $50 million to $75 million, I mean, we've outlined the plan to do it, which gets us somewhere in the midrange of the guidance. It requires a lot of effort, a lot on the physician practices, a lot on the centralization. But I think we've got the game plan to do it, the resources allocated to accomplish it..

All right, got it. Thanks..

Your next question is from Whit Mayo from Robert Baird..

Hey, thanks. Maybe just one question about the guidance, the $1 billion of revenue that you're selling across these 10 hospitals, does that move to discontinued ops in the second quarter? I'm just trying to reconcile the revenue range..

No, it does not, Whit. No longer can you move items like that to discontinued and then what will come out, we're going to sell it sometime in the third quarter. So, roughly, three months or four months of that's come out of the guidance..

Okay. That makes sense..

And that's the 2015 revenue. It might be a little higher or lower by then..

Okay. Maybe we can talk offline about that. But on your – I think you've got some senior notes that are callable, 8% notes callable in November.

Can you call those or does your bank agreement require you to pay down the bank debt at this point?.

We're calling the ones due August 2018 senior secured at 5.125% and then I think we announced that on Monday and we're doing that with the proceeds of the spinoff we're allowed to pay that. We have a basket to use when we have sales and it allows us to pay off term loan or unsecured notes on asset sales as long for stay open that basket.

But otherwise, we'll be paying off term loans with asset sales..

What's the size of the basket? Remind me..

I think it's about $1 billion. We've used a little bit of it, $100 million to $200 million..

Okay. And just one last one and I'll hop back in. But just curious if there's an update on the HMA investigation, potential settlements and just remind us if you have anything reserved at this point. Thanks..

We've got a reserve on the balance sheet for CVR as $260 million roughly and I think that Wayne said a while ago, there's been no update to that really..

Thanks..

Your next question is from Frank Morgan from RBC Capital Markets..

Good morning. I was curious if we could talk about those HMA hospitals, the eight in Florida that were about 35% to 40% of the year-over-year EBITDA decline.

I guess specifically, are those hospitals where you have competition in the market or are those sole operators and if they are not or if there's competition in those markets, is there any way you can track where volume is going or your splitting position is basically not sending you any business?.

yes, that's right. Those eight hospitals are – the problems of those hospitals are one or three or four or five things. Competition in a couple of markets certainly is an issue. HMA got behind the curve, and we didn't move quick enough in terms of doing some things in those markets that we should have, so competition is an issue.

One particular market which is well known is that we had a physical plant problem, and we've been able to solve the physical plant problem but unfortunately, it created a lot of issues in that particular market. We've got a couple of markets where there are physician issues. These are not necessarily competition issues.

I would say the competition issues are some of which are also physician issues, but these might be issues where the groups that we may had a relationship with that we decided that the relationship wasn't working the way that we thought it should work, and we made some changes there or we decided from a compliance standpoint there might be an issue.

So it is a number of different issues, but there's no question about the fact that it's taking this much longer to resolve these issues than we have anticipated..

It's a mixture of sole providers and some of competition, some of both, Frank..

Okay.

And then, as you look at the guidance that you now have for the year, does it really contemplate any improvement in those assets or are we thinking kind of steady state until further notice?.

They were down pretty much the first quarter. There's an expected improvement in those over the remainder of the year..

Okay.

And then, in terms of – I guess that will lead into from a sequential standpoint, the cadence over the balance of the year, is there anything that we should be mindful of as we think about the next several quarters relative to guidance?.

Well, the fourth quarter will be the best quarter of the year. You will have this uptick of demand as a result of the deductibles and co-payments, so that'll be the best quarter and then we're coming off of a quarter $633 million, so there'd be some improvement next quarter. But clearly, the fourth quarter will be the best quarter..

Okay. And just one final and I'll hop.

Could you provide us with just sort of a pro forma annualized EBITDA run rate of the company today? I know you've given guidance, but just pro forma annualized for the Quorum for these other chain divestitures, the two recent acquisitions you made so that we kind of know what is the actual run rate of the company as this will be going forward and I'll hop? Thank you..

Yes. We were $633 million for the first quarter and probably if you go back, the last three quarters averaged better than that, it's $661 million for the third quarter, $696 million for the fourth quarter.

But looking into first quarter run rate, we made about $56 million – about $18 million of HITECH which brings HITECH $615 million and the Quorum is $56 million. So it reduces it and then the part we're going to reduce roughly $15 million to $18 million from the Las Vegas investment, gets you a quarterly number..

And your next question is from Gary Lieberman from Wells Fargo..

Good morning. Thanks for taking the question.

I guess when you look in the HMA assets and some of the issues and I guess some of the issues that have progressed, is it more of a factor of lower admissions from physicians that had been there or is it an issue of physicians leaving and not being able to recruit the right physicians? Is there sort of one that's more than the other or is it too difficult to kind of put your finger on it?.

Generally speaking, it's all of the above, but having said that, we've done a good job of recruiting. We've done a lot of recruiting in Florida and for these hospitals as well. And a number of physicians did leave. It just is taking a long time to get these physicians up and going that the new ones that were recruited. But, look, it's all of the above.

Every possible scenario here has happened in terms of these facilities. But having said that, there's a couple of things here, I think, important to talk about as well. There are a lot of good assets in HMA. We will end up with a lot of very good facilities from HMA when we get through this.

As we said, we can kind of point out the ones that are not performing very well. And I think we're on track to get those problems resolved. The other thing that I'm pretty excited about that we haven't really talked about, and we have a slide on slide eight, is our new management group that's working hard now and they're just getting in place.

But we have a very good sound group of people that will be operating our divisions now kind of going forward. We have three new Division Presidents. One has only been there for a short period of time. So, I think we're headed the right track in terms of all the things that we're doing. But time will tell..

Clearly, the Florida program which cost us $10 million in this quarter, $10 million in the third quarter and fourth quarter and it will cost us another $10 million next quarter, was not helpful.

And I think the challenges of management physicians there as part in the HMA markets has been lower than it has been to the CHS legacy markets because we had to recruit so many..

And I guess, so is it more of a market issue in the HMA markets or is it more of a facility and structural....

It's all of the above. I mean, we have facility issue. There are some markets that are not going to – that are not great markets. There are some markets that are great markets. There are some facilities that need work, the work hasn't been done on them. You name it. There are a number of those kinds of things.

Having said all of that, there are still a lot of very good facilities within HMA that will perform well over the years going forward..

Okay, great. Thanks very much..

Your next question is from Chris Rigg from Susquehanna Financial..

Hey, guys.

Just wanted to step back here, when we look at certain results over the last three quarters, I guess, is it right to think that a lot of the problems that go back to sort of the third quarter of last year are the same problems that have persisted through the first quarter or have sort of new things kept creeping up over the last nine months or so?.

If you go back to the third quarter, we had a physician salary issue, and a lot of physicians and clearly, we added a few more physicians in the fourth quarter. They're a little bit better, but we were down on physician practice results.

We had a drug issue also, and I think our volume results were not as good especially in Florida, with the seasonality that goes on. We had negative admissions, I believe, of about 3% in the fourth quarter and we had about negative adjusted admissions about 1.2%. So, actually, we improved 250 basis points from third quarter into first quarter.

But we had another drug issue. We also called out that activity. This quarter, we had some operating expense issues that popped up on our sort of revenue per unit, and our payer mix wasn't as strong as we'd hope it to be. It was still positive, but we were about a 1% revenue for just admission this quarter.

Last quarter, we were at 2.5%; a quarter before that, were 2.2%. So, our revenue per unit, which is something we got to continue to work on to get a better revenue per mix. And we anticipate that to get better. So, from that perspective, that got worse in the quarter.

I think the expenses were a little bit better managed probably in the fourth quarter than they were in the first quarter. We had a really tough January which we didn't recover from quite as well in the next two months. The managed care utilization, the managed care rates have been pretty good all throughout it..

Got it. Okay. And then just to clarify on the physician practice issues and really the improvement that you're trying to highlight on slide 19. It's still not really clear to me.

Is the improvement sort of just an elimination of sort of upfront costs that you've been incurring in recent quarters, or you're actually expecting just the overall productivity to improve and just....

Yes. First of all, we're going to recruit less physicians this year than last year, I believe. So there'll be less starts because we had a really good year last year. Two, we're going to improve the productivity, the ones we've got, especially the ones that have been around for a while have not been there.

There may be some that – and there'll be some contract changes to make them more interesting in that result. We're going to manage the revenue growth better. We've got four or five initiatives around chronic care management and other activities, star rating on a Medicare Advantage business that we've got underway to try to help that.

And also some of the Medicare wellness activities to hopefully get more volume there, and then become more known. And the physicians that we started out with in the third quarter of 2015 have been around now for another six months, they'll be much more productive now than they were then. So that'll be that, plus we'll bring less in..

So, one of the things that we're trying to accomplish in terms of our physician practice improvement is standardization, everything from schedule management and standard hours, online scheduling, all those things and we continue to look at the contracts and all that, as Larry said, in terms of revenue improvement.

We're working hard in a number of areas. We're also bringing a lot of technology to our physician practices that we did not have before as we standardize everything from supply and staffing.

We're getting much more sophisticated in terms of how we go about managing these practices, including helping the physicians in terms of coding improvements and all the things that physician practices need. So, we've stepped it up quite a bit in terms of our ability to manage practice. We should see the result of that by the end of the year..

Great. Thank you..

The next question is from Josh Raskin from Barclays..

Hi. Thanks. Just wanted to make sure I understood the moving parts on the guidance. If I think about the change from previous guidance, I'm assuming Quorum is maybe $180 million of EBITDA that is gone. The divestitures, I'm assuming that's $15 million to $20 million, and then Las Vegas maybe $35 million or so.

Are there other moving parts? And then, obviously, then there's the core earnings that change as well.

But are there other extraneous pieces that I'm missing?.

Yes, on the Quorum, we had an internal budget and then we poured out our internal budget for the first five months and, of course, I think they were – we had an actual in the first quarter also. But it's more like $225 million were thrown out of Quorum.

And again, there's a difference between our budget and – our internal budget and what they're going to perform as a separate company, so there are some differences. As it relates to UHS investment, it's probably $35 million or $40 million. They had a really good first quarter. And again, this is our numbers.

It may not be Steve's numbers, but $35 million or $40 million going forward. And then about probably $30 million to $35 million or probably $35 million to $40 million off the group of assets unnamed, the 10 hospitals in overall operations that we expect to remove in the third quarter.

Said another way, most of the shortfall in the low end of the guidance relates to changes for those assets used in our internal budgets for those facilities..

So, two questions on.....

And then on the high end, we did reduce it $50 million and they're at the range from $150 million to $100 million, so high end was $2.7 billion..

So, on the divestitures of $35 million to $40 million, even if you assume a July 1 sale, that implies something in the ballpark of 7% to 8% margin.

Is that consistent with what you think of as mid-single-digits?.

Yes..

Okay. And then I'm sorry I just want to make sure that Quorum – so they had previously talked about $270 million of annualized EBITDA and you're saying in an eight-month period, you had $225 million from May 1 through December 31 that you took out. I just want to make sure I got that right..

That's correct. I think they were $275 million – $265 million, $275 million and I'll let them speak to the exact numbers, but we took out what our budget was and again there are costs that they've got that we don't have and then there's all kinds of different allocations that go on.....

Okay. That makes sense. Okay. That makes sense, public company expenses – okay. And then....

Yes. They've got an income statement that may be different than our internal budget that we're looking.....

Right.

And then just lastly, the $50 million to $100 million of payer mix and volume improvement, I guess I just want to understand a little bit better, what changes payer mix or what improves volumes on a relative basis? Is it just the initiatives you have around physicians or are there any new service lines or is there new properties or wings that are coming on line or things like that?.

There's new contracts, a lot of it in Florida. I think we had six or eight new good-size contracts went in place January 1. We'll get another similar number going in, in the second quarter and third quarter for Florida because we're working to improve the Florida revenue. If you look at the midpoint of our volume growth, it'd be 1.5%; we're at 1.3%.

If you sort of consider the flu and Easter offset, leap day, and if we do about 1% volume growth, we're about at 1% – less than 1% revenue growth than we thought for the year, our revenue per unit growth will be somewhere around 2% to 2.5%. Again, we ran that pretty much last year. So, we get the 2.5%.

We also had about a 90-basis point increase in our managed care utilization last year. I think it was much smaller than that this quarter, 10 basis points or 20 basis points. And that's basically where $100 million comes from, doing a much better job holding the volume for the rest of the year.

And the 1.5% range and being more like a 2% revenue per unit will give us much more revenue than we got off in the first quarter..

Okay. Thanks, guys..

We have time for one more caller. The next question is from Kevin Fischbeck from Bank of America..

Terrific. Great, thanks. I guess, I wanted to understand a little bit what these divestitures mean from a headwind to next year's perspective because it sounds like maybe there's another $50 million headwind to Quorum from next year, maybe another $20 million, $25 million from Vegas, and maybe another $40 million from these 10 hospitals.

Is that kind of the right way to think about that? And then, HITECH, going away, you've probably got $125 million type headwind to next year.

Is that the right way to think about that?.

Well, you're looking at just EBITDA, Kevin. And, clearly, revenue goes away; EBITDA goes away. Interest expense gets reduced; depreciation gets done. There's a less demand for CapEx. But from an EBITDA perspective, you probably got about $65 million, $70 million probably. Quorum will not be there.

You've got probably $15 million to $20 million on Las Vegas, and you got the remaining portion in the first year. But based on where we'll be looking at, you'll have less interest expense for the whole year. You have less depreciation and less needs for CapEx.

And actually I'll probably lease these facilities other than the Universal, which I guess we have $35 million cash last year, although we had about $50 million of EBITDA. Probably the 10 hospitals and the other investments are probably not that cash flow positive for us, and so that will help with our cash flow next year..

Okay. That's helpful. And I guess as far as the cost-cutting initiatives, I guess maybe two questions.

One is, are these cost-cutting initiatives new cost-cutting initiatives in response to a weaker Q1 and that's going to help you kind of not have the Q1 flow through to the rest of business, or is this something that you kind of always had planned based upon what you thought might happen from a portfolio rationalization perspective? And then two, on the physician side, do you get worried at all that if you're cutting back on recruiting, that that's going to impact your volume growth outlook?.

Yes. I'll take the first one. I think what we've got done, we clearly were not pleased with where the first quarter was, and so there are some new cost initiatives to bring costs back down. I think I mentioned the first month for the quarter was not that good and we didn't react fast enough throughout the quarter to get back where we needed to be.

So there are some cost initiatives underway that will help some in the second quarter, a lot better in the third quarter and fourth quarter. I think I've mentioned some of the other operating items that we've called out and there were several of them, at least half of those we think will go away on their own.

It should be something that repeats itself. As it relates to the physician recruitment activity, Wayne, do you want to....

Yes, Kevin, I think what we're doing is trying to enhance and improve the practices. Hopefully, it will improve volumes instead of creating a problem with volume.

So, I don't think we're concerned about losing much volume in terms of the activity that we're – the issues that we have and activity we're doing in terms of correcting some of the productivity, so I think it's a positive, not a negative. It should be going forward.

We may lose a few along the way, but I don't think anybody that we lose probably is not a big volume physician anyway..

Kevin, we've done similar things about looking at the employed physicians in the past, and when we've done that, we still were able to grow earnings and volume as a result of it. I think we'll be able to do the same thing here..

Okay, great. Thanks..

I will now turn the call back over to Mr. Smith for closing comments..

Thank you again for spending time with us this morning. We are focused on the execution of our strategies that we have outlined today and improving our leverage ratios.

We want to specifically thank our management team and staff, hospital executive officers, hospital chief financial officers, chief nursing officers, and division operators for their continued focus on operations. Once again, if you have a question, you can always reach us at area code 615-465-7000. Thank you..

This concludes today's conference call. You may now disconnect..