Community Health Systems 2015 Annual Report Download - page 128

COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The table below summarizes the calculation of consideration paid and allocations of the purchase price
(including assumed liabilities and long-term debt assumed and repaid at closing) for the HMA merger (in
millions):
Cash paid .......................................................................... $2,778
Shares issued ....................................................................... 736
Contingent value right ................................................................ 17
Total consideration .................................................................. $3,531
Current assets ....................................................................... $1,519
Property and equipment ............................................................... 2,895
Goodwill .......................................................................... 4,494
Intangible assets ..................................................................... 112
Other long-term assets ................................................................ 508
Liabilities .......................................................................... (5,662)
Noncontrolling interests .............................................................. (335)
Total identifiable net assets ............................................................ $3,531
The allocation process requires the analysis of acquired fixed assets, contracts, contractual commitments, and
legal contingencies to identify and record the fair value of all assets acquired and liabilities assumed. All
goodwill related to HMA is recorded in the hospital operations reporting unit.
Net operating revenues and income from continuing operations before income taxes and allocation of both
interest and corporate overhead from hospitals acquired from HMA from the date of acquisition through
December 31, 2014 was approximately $5.3 billion and $564 million, respectively.
Other Acquisitions
During the years ended December 31, 2015, 2014 and 2013, one or more subsidiaries of the Company paid
approximately $51 million, $29 million and $40 million, respectively, to acquire the operating assets and related
businesses of certain physician practices, clinics and other ancillary businesses that operate within the
communities served by the Company’s affiliated hospitals. In connection with these acquisitions, during the year
ended December 31, 2015, the Company allocated approximately $19 million of the consideration paid to
property and equipment and net working capital and the remainder, approximately $39 million consisting of
intangible assets that do not qualify for separate recognition, to goodwill. The value of noncontrolling interest
acquired in these acquisitions was $7 million. During 2014, the Company allocated approximately $15 million of
the consideration paid to property and equipment and net working capital and the remainder, approximately
$14 million consisting of intangible assets that do not qualify for separate recognition, to goodwill. During 2013,
the Company assumed approximately $5 million of noncontrolling interests and allocated approximately $9
million of the consideration paid to property and equipment and the remainder, approximately $36 million
consisting of intangible assets that do not qualify for separate recognition, to goodwill.
Divestitures
In April 2014, FASB issued ASU 2014-08, which changes the requirements for reporting discontinued
operations. A discontinued operation continues to include a component of an entity or a group of components of
an entity, or a business activity. However, in a shift reflecting stakeholder concerns that too many disposals of
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