FORM 11-K For Annual Reports of Employee Stock Purchase, Savings and Similar Plans Pursuant
to Section 15(d) of the Securities Exchange Act of 1934
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (FEE REQUIRED) |
For the year ended December 31, 2004
OR
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
Commission file number 001-15925
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
COMMUNITY HEALTH SYSTEMS, INC.
Delaware | 13-3893191 | |
(State or other jurisdiction of incorporation or organization) |
I.R.S. Employer Identification Number) |
155 Franklin Road, Suite 400 Brentwood, Tennessee (Address of principal executive offices) |
37027 (Zip Code) |
|
Registrants telephone number, including area code: | (615) 373-9600 |
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
TABLE OF CONTENTS
Page | ||||||||
1 | ||||||||
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003: |
||||||||
2 | ||||||||
3 | ||||||||
4-11 | ||||||||
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004 |
||||||||
12 | ||||||||
13 | ||||||||
14 | ||||||||
EX-10.1 FIRST AMENDMENT TO THE COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN DATED DECEMBER 1, 2003 | ||||||||
EX-10.2 SECOND AMENDMENT TO THE COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN DATED JANUARY 1, 2004. | ||||||||
EX-10.3 CHS/COMMUNITY HEALTH SYSTEMS, INC. OFFICER'S CERTIFICATE DATED MAY 14, 2004. | ||||||||
EX-10.4 THIRD AMENDMENT TO THE COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN DATED MAY 18, 2004. | ||||||||
EX-10.5 MERGER AND TRANSFER AGREEMENT BETWEEN GALESBURG COTTAGE HOSPITAL RETIREMENT PLAN | ||||||||
EX-10.6 PLAN-TO-PLAN TRANSFER AGREEMENT | ||||||||
EX-23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Schedules other than that listed above have been omitted due to the absence of the conditions under which they are required.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and the Retirement Committee of Community Health Systems, Inc. 401(k) Plan
Brentwood, Tennessee
We have audited the accompanying statements of net assets available for benefits of Community Health Systems, Inc. 401(k) Plan (the Plan) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the 2004 basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
June 28, 2005
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
2004 | 2003 | |||||||
ASSETS |
||||||||
Investments: |
||||||||
Investments |
$ | 192,779,365 | $ | 132,043,315 | ||||
Participant notes receivable |
4,002,822 | 2,728,993 | ||||||
Total investments |
196,782,187 | 134,772,308 | ||||||
Receivables: |
||||||||
Participant contributions |
1,209,781 | 1,101,851 | ||||||
Employer matching contribution |
8,079,140 | 6,498,968 | ||||||
Total receivables |
9,288,921 | 7,600,819 | ||||||
TOTAL ASSETS |
206,071,108 | 142,373,127 | ||||||
LIABILITIES |
||||||||
Forfeitures in suspense |
394,864 | 141,610 | ||||||
Administrative fees |
120,787 | 103,460 | ||||||
Excess participant contributions |
23,450 | 78,095 | ||||||
TOTAL LIABILITIES |
539,101 | 323,165 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 205,532,007 | $ | 142,049,962 | ||||
See notes to financial statements.
2
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
2004 | 2003 | |||||||
Additions (deductions) to net assets attributed to: |
||||||||
Investment income: |
||||||||
Net appreciation (depreciation) in fair value
of investments |
$ | 11,833,354 | $ | 22,846,488 | ||||
Interest |
139,152 | 117,171 | ||||||
Dividends |
2,759,067 | 1,778,519 | ||||||
Total investment income (loss) |
14,731,573 | 24,742,178 | ||||||
Contributions: |
||||||||
Participant |
34,147,115 | 26,662,315 | ||||||
Conversions |
18,138,726 | 1,770,857 | ||||||
Rollovers |
2,687,399 | 2,789,437 | ||||||
Employer matching |
8,094,202 | 6,498,968 | ||||||
Total contributions |
63,067,442 | 37,721,577 | ||||||
Total additions |
77,799,015 | 62,463,755 | ||||||
Deductions from net assets attributed to: |
||||||||
Benefits paid to participants |
13,450,119 | 8,737,365 | ||||||
Forfeitures in suspense |
394,864 | 141,610 | ||||||
Participant paid administrative fees |
448,537 | 390,007 | ||||||
Excess participant contributions |
23,450 | 78,095 | ||||||
Total deductions |
14,316,970 | 9,347,077 | ||||||
Net increase |
63,482,045 | 53,116,678 | ||||||
Net assets available for benefits: |
||||||||
Beginning of year |
142,049,962 | 88,933,284 | ||||||
End of year |
$ | 205,532,007 | $ | 142,049,962 | ||||
See notes to financial statements
3
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003
1. DESCRIPTION OF THE PLAN
General. Effective February 1, 1987, Community Health Investment Corporation, a wholly-owned subsidiary of Community Health Systems, Inc. (the Company, the Plan Administrator, or CHS), adopted and approved the creation of the Community Health Systems, Inc. 401(k) Plan, (the Plan). Subsequently, the Plan was adopted by the Company and its wholly-owned and majority-owned subsidiaries. The Plan and related trust are maintained for the exclusive benefit of the Plan participants, and no part of the trust may ever revert to the Company, except forfeitures of any unvested portion of a participants Matching Account, which may offset future Company contributions. Participants should refer to the Plan agreement for a complete description of the Plans provisions.
For those participating facilities of the Company, including the corporate offices, participation in the Plan is available to primarily all full-time employees after completion of six months of eligible service, as defined in the Plan document, or upon reaching his/her 21st birthday, whichever is later. Company employment includes all previous service with an acquired employer. All employees of the Company are entitled to participate except individuals covered by a collective bargaining contract and those employees covered by other retirement plans to which the Company is required to contribute.
The Plan has been amended and/or restated from time to time. The Plans most recent determination letter was received in 2004. The Company believes that the Plan is currently designed and is being operated in compliance with applicable requirement of the Internal Revenue Code.
Lake Wales Medical Center was acquired on December 1, 2002 and commenced participation into the Plan on January 1, 2003.
Seven hospitals located in West Tennessee, which includes, Jackson Hospital, Dyersburg Hospital, Lexington Hospital, McKenzie Hospital, McNairy Hospital, Volunteer Hospital and Brownsville Hospital were acquired January 1, 2003 and commenced participation into the Plan on February 1, 2003. Pottstown Memorial Medical Center was acquired on July 1, 2003 and commenced participation into the Plan on August 1, 2003. Southside Regional Medical Center was acquired on August 1, 2003 and commenced participation into the Plan on that date. Laredo Medical Center was acquired on October 1, 2003 and commenced participation into the Plan on November 1, 2003.
Galesburg Cottage Hospital was acquired and commenced participation into the Plan on July 1, 2004. Phoenixville Hospital was acquired and commenced participation into the Plan on August 1, 2004.
Randolph County Medical Center and Sabine Medical Center was disposed of on August 1, 2004 and ceased participation in the Plan on that date.
Berrien County Hospital was disposed of on November 1, 2003 and ceased participation in the Plan on that date.
Administration. The Plan is administered by the Companys Retirement Committee of not less than three persons, all appointed by the Companys Board of Directors. The Retirement Committee is responsible for carrying out the provisions of the Plan, including the selection of the trustee. Scudder Trust Company
4
(Trustee) serves as trustee for the Plan. The Trustee holds, invests and administers the trust assets and contributions of the Plan.
Contributions. Eligible employees electing to participate in the Plan may make contributions by payroll deductions of 1% to 25% of basic compensation as defined in the Plan document, to the extent not exceeding Internal Revenue Service (IRS) imposed limitations on contributions ($13,000 for 2004 and $12,000 for 2003 Plan years). Participants who have attained age 50 before the close of the calendar year shall be eligible to make catch-up contributions up to $3,000 for 2004. Employee contributions beyond specific Plan thresholds are reimbursed to the participants and classified as excess participant contributions in the financial statements. Prior to each Plan year, employer contribution percentages are determined by the Plan Administrator. Employer matching contributions for 2004 and 2003 were 33.34% to 66.67% of the first 6% of eligible compensation the employee contributes to the Plan. The employer matching contribution may be made in the form of cash or shares of Company common stock. Matching contributions in the form of cash are initially used to purchase Company stock on the open market. The employer matching contributions deposited into the participants accounts in the subsequent plan year consisted of $8,079,140 in cash for 2004 and $6,151,215 in CHS company stock and $347,753 in cash for 2003. Any matching contribution made to the participants account is initially held by the participant in the form of stock. Participants are permitted to instruct the Trustee to sell the stock and transfer the funds to another permitted investment at any time.
Participant Accounts. The Retirement Committee utilizes the services of an outside firm to maintain individual accounts of each participant and record separately all activity as follows:
The Deferred Account
|
The value of participants employee contributions and earnings on those contributions are maintained in this account. | |
The Rollover Account
|
The value of any rollover contributions from another qualified plan and associated earnings are maintained in this account. | |
The Matching Account
|
The value of matching contributions made by the Company on behalf of participants and associated earnings is maintained in this account. |
The Plan was amended on January 1, 2003 so that effective May 12, 2003, a reporting person, defined as (a) a director, (b) the direct or indirect beneficial owner of more than 10% of any class of any equity security of the Employer which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or (c) certain officers who have been so designated registrant affiliate of the Employer, who are required to file a statement with the SEC pursuant to Section 16 of the Exchange Act, must have (i) any portion of their account invested in the CHS Company Stock Fund liquidated, and the proceeds invested in the investment options available to the Plan in accordance with their investment elections, and (ii) no portion of their account invested in the CHS Company Stock Fund.
The First Amendment to the Plan was effective on January 1, 2004 to redefine the Formula for Determining Employer Contributions, to increase the maximum elective deferral percentage available under the Plan and to allow catch-up contributions. The Employer may allocate in its sole discretion and in a non-discriminatory manner a different matching contribution for the Plan Year to participants at each of its different facilities, as amended time to time by the Plan Administrator. The amendment also increased the maximum elective deferral percentage from 15% to 25%. Also, employees who are eligible to make elective deferrals under the Plan and who have attained age 50 before the close of the calendar year shall be eligible to make catch-up contributions. To make catch-up contributions, the employee must contribute the maximum available to the employee through regular 401 (k) deductions. The limit for
5
2004 is $3,000. This limit increases by $1,000 each year until it reaches $5,000 in 2006. After 2006, the limit will be indexed for inflation.
The Second Amendment to the Plan was effective on January 1,2004 to allow for installment and other forms of distribution of benefits. The Plan Administrator, pursuant to the election of the participant, shall direct the Trustee to distribute to a participant or such participants beneficiary any amount to which the participant is entitled under the Plan in one or more of the following methods: a) one lump sum cash payment; b) partial cash payments; or c) partial cash payments over a period certain in monthly, quarterly, semi-annual or annual installments. The period over which such payment is to be made shall not extend beyond the participants life expectancy (or the life expectancy of the participant and the participants designated beneficiary). The Plan was also amended to redefine that only Participants who are actively employed at the beginning of the last day of the Plan Year by the Employer or an Affiliated Employer whose Employees are eligible for a matching contribution under Section 4.1(b) shall be eligible to share in the Employer Matching Contributions for the year.
The following amendments were made to plans at specific hospitals:
Effective January 1, 2003, a revision was made to the Plan regarding Watsonville Hospital Corporation. Only highly compensated employees that are not governed by a collective bargaining agreement will be eligible to participate in the Plan.
Effective for the period beginning August 1, 2003 and ending December 31, 2003, bargaining unit employees of Pottstown Hospital Company, LLC (Pottstown Memorial Medical Center and Pottstown Coventry Medical Group) and employees who are hospital-based physicians are not eligible to participate in the Plan. Effective August 1, 2003, each employee of Pottstown Hospital Company, LLC who is a participant in the Plan is not eligible for any employer contributions. Effective January 1, 2004, each employee of Pottstown Hospital Company, LLC who is a participant in the Plan, is a highly compensated employee and is eligible to share in employer matching contributions, will be eligible to receive an employer match of 33.34% of the first 6% of eligible compensation the employee contributes to the Plan. Also, each Pottstown physician employee who is not hospital-based and non-highly compensated shall receive an employer match of 50% of the first 6% of eligible compensation the employee contributes to the Plan.
For the period beginning August 1, 2003 and ending December 31, 2003, employees of Pottstown Imaging Center, LLC shall only be eligible to participate in the Plan as to the allocation of a discretionary contribution. The employees shall receive an allocation in an amount of 3% of the participants compensation for the same period. The vesting of this contribution is based upon years of service: less than 5 years = 0% and 5 or more years = 100%. For the period beginning January 1, 2004 and ending December 31, 2004, each employee of Pottstown Imaging Center, LLC who is a participant in the Plan, has at least 1,000 hours of service, is a non-highly compensated employee and is eligible to share in employer matching contributions will be eligible to receive an employer match of 33.34% of the first 6% of eligible compensation the employee contributes to the Plan.
For the period beginning August 1, 2003 and ending December 31, 2004, each employee of Pottstown Clinic Company, LLC who is a participant in the Plan, has at least 1,000 hours of service, is a non-highly compensated employee and is eligible to participate in the Plan is eligible for an employer match of 50% of the first 6% of eligible compensation the employee contributes to the plan.
For the period beginning January 1, 2003 and ending December 31, 2004 each employee of Southside Regional Medical Center, Southside School of Nursing and Southside Industrial Medicine, who is a
6
participant in the Plan, has at least 1,000 hours of service and is eligible to share in employer matching contributions will be eligible to receive an employer match in an amount equal to:
a) | 33.34% of the first 6% of eligible compensation the employee contributes to the Plan if the participant has at least one (1) but no more than nine (9) years of service; |
b) | 50% of the first 6% of eligible compensation the employee contributes to the Plan if the participant has at least ten (10) but no more than nineteen (19) years of service; and |
c) | 66.67% of the first 6% of eligible compensation the employee contributes to the Plan if the participant has at least twenty (20) years of service. |
Effective as of July 1, 2004, Employees of Pottstown Hospital Company, LLC whose employment is governed by a collective bargaining agreement between the Affiliated Employer and employee representatives under which retirement benefits were the subject of good faith bargaining shall be eligible to participate in the Plan.
For the period beginning January 1, 2004, and ending December 31, 2004, each Employee of Pottstown Imaging Center, LLC who is a Participant in the Plan and (i) has at least 1,000 Hours of Service for the Affiliated Employer during this applicable Plan Year, (ii) is a Non-Highly Compensated Employee, and (iii) is otherwise eligible to share in matching contributions shall receive a discretionary matching contribution in an amount equal to fifty percent (50%) of such Participants Elective Contribution for such Plan Year that does not exceed 6% of the Participants Compensation for the Plan Year.
Effective July 1, 2004, a Merger and Transfer Agreement was executed in order to merge the Galesburg Cottage Hospital Retirement Plan into the Community Health Systems, Inc. 401(k) Plan.
Effective September 30, 2004, a Plan-To-Plan Transfer Agreement was executed in order to transfer all of the outstanding shares of the capital stock in the Community Health Systems, Inc. 401(k) Plan of National Healthcare of Pocahontas Inc., Randolph County Clinic Corp., Sabine Medical Center, Inc. and Sabine Medical Clinic, Inc. into the Associated Healthcare Systems 401(k) Retirement Plan.
Vesting. The balance in the participants Deferred and Rollover Accounts is at all times fully vested and nonforfeitable. A participant becomes 20% vested in his/her Matching Account after one year of service and an additional 20% for each year of service thereafter until fully vested. A participant is credited with one year of service if he/she works 500 or more hours during the Plan year. Termination of participation in the Plan prior to the scheduled vesting period results in forfeiture of the unvested portion of a participants Matching Account. These forfeitures shall be applied to reduce the Companys matching contribution payments made to the Plan in future periods. Forfeitures of $394,864 and $323,748 were applied against the Companys matching contribution payments for the years ended December 31, 2004 and 2003, respectively.
Payment of Benefits. A participant or his/her designated beneficiary is entitled to a distribution of the total value of his/her accounts upon his/her retirement at age 65, becoming totally and permanently disabled or death. Upon the termination of employment of a participant before reaching his/her 65th birthday for reasons other than death, he/she is entitled to receive the total value of his/her Deferred and Rollover Accounts and the vested portion of his/her Matching Account. While the participant is employed, he/she can withdraw only in the event of financial hardship. Such withdrawals are limited to the value of his/her Deferred and Rollover Accounts and the vested portion of his/her Matching account. The Retirement Committee shall require a participant requesting a hardship withdrawal to submit proof
7
which demonstrates an immediate and heavy financial need which cannot be reasonably satisfied from other resources of the participant.
Funding. The Company shall transfer to the Trustee, as soon as practical, the full matching contribution after the close of the Plan year.
Investments Options. Contributions to the Plan shall be invested by the Trustee according to the participants instruction in one or in a combination of several fund options. Participants may change their investment election or initiate transfers between funds on a monthly basis by giving notice to the Plan Administrator.
Plan Termination. Although it has not expressed any intent to do so, the Companys Board of Directors has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event of Plan termination, participants will become 100% vested in their respective accounts.
Participant Notes Receivable. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loan Fund. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participants account and bear interest at a rate commensurate with local prevailing rates as determined by the Trustee. Interest rates range from 4.0% to 10.5% as of December 31, 2004. Principal and interest is paid ratably over the term of the loan through payroll deductions.
Reclassifications. Certain contributions presented in prior years statement of changes in net assets available for benefits have been reclassified from participant contributions to conversions and rollovers to conform with the current year presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting. The Plans financial statements are prepared under the accrual method of accounting.
Use of Estimates. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and changes therein. Actual results could differ from these estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
Valuation of Investments. The Plans investments are stated at fair value. Securities traded on the national securities exchange are valued at the last reported sales price on the last business day of the plan year. Investments traded in the over-the counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and asked prices. The fair values of the participation units owned by the Plan in pooled separate accounts are based on a redemption value established by the Record keeper. The Plans investments in pooled separate accounts consist of investments in accounts established by the Record keeper solely for the purpose of investing the assets of one or more plans. Investments in collective investment funds or regulated investment companies are valued at the net asset value per share/unit on the valuation date. Short-term investments, if any, are stated
8
at amortized cost, which approximates market value. Participant loans are valued at their outstanding balance, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
Expenses. The participants of all funds are charged with expenses in connection with the purchase and sale of shares in each respective fund. Also, the participants in the Plan are charged a per-participant administrative fee. Participants paid $431,210 and $376,056 in administrative costs to the Trustee in 2004 and 2003, respectively. All other expenses incurred in the administration of the Plan are borne by the Company. The Company paid $93,959 and $49,324 for Plan expenses in 2004 and 2003, respectively.
Payment of Benefits. Benefits are recorded when paid.
3. TAX STATUS
The Plan received a determination letter dated June 16, 2004, in which the IRS stated that the Plan
was in compliance with the applicable requirements of Section 401(a) and Section 501(c) of the
Internal Revenue Code (the Code).
9
4. INVESTMENTS
Investments that represent five percent or more of the net assets available for benefits as of
December 31, 2004 and 2003 are as follows:
Investment | Fair Value | |||
December 31, 2004: |
||||
Scudder Stable Value Fund (2) |
$ | 25,918,018 | ||
Scudder Flag Investment Value Builder A |
22,865,966 | |||
CHS Stock Fund |
20,406,127 | |||
Scudder Stock Index Fund (1) |
19,249,544 | |||
Scudder Large Cap Value A |
17,392,109 | |||
Growth Fund of America A |
15,681,721 | |||
Scudder Fixed Income Fund A |
13,430,598 | |||
Scudder Dreman Hi Return Equity A |
9,995,604 | |||
Templeton Foreign A |
9,979,108 | |||
Franklin Small-Mid Cap Growth A |
9,127,346 | |||
Scudder Mid Cap Growth A |
6,774,372 | |||
December 31, 2003: |
||||
Scudder Stable Value Fund II(2) |
$ | 18,109,177 | ||
Scudder Flag Investment Value Builder A |
18,015,558 | |||
Scudder Stock Index Fund (1) |
16,044,410 | |||
CHS Company Stock Fund |
14,175,644 | |||
Scudder Contrarian A |
11,332,348 | |||
Scudder Fixed Income Fund A |
9,407,258 | |||
Growth Fund of America A |
7,427,329 | |||
Scudder Dreman Hi Return Equity A |
6,366,347 | |||
Janus Worldwide |
6,168,217 | |||
Scudder Technology A |
6,162,333 |
(1) | A pooled separate account | |
(2) | A collective investment fund |
10
The following schedule presents the net appreciation (depreciation) in fair value for each significant class of investment for the years ended December 31, 2004 and 2003:
2004 | 2003 | |||||||
Mutual funds |
$ | 9,080,921 | $ | 15,772,874 | ||||
Common/collective trust funds (1) |
1,813,213 | 3,444,251 | ||||||
CHS Company Stock Fund |
989,219 | 3,629,363 | ||||||
$ | 11,883,353 | $ | 22,846,488 | |||||
(1) | Includes pooled separate accounts and collective investment funds. |
5. SUBSEQUENT EVENTS
The Fourth Amendment to the Plan was effective on March 28, 2005, to incorporate required provisions under the Economic Growth and Tax Relief Reconciliation Act of 2001. This revision redefines the section Determination of Benefits upon Termination. If a Terminated Participant does not specify the designation of a distribution that is in excess of $1,000 to be made to an eligible retirement plan in a direct rollover or does not elect to receive the distribution directly, the Administrator shall make a direct transfer of such distribution to an individual retirement plan designated by the Administrator.
During the first quarter of 2005, CHS sold five hospitals. The participants plan assets aggregating approximately $9.1 million are subject to future withdrawal from the Plan should these former participants choose to roll over such amounts to another qualified or self-directed retirement plan.
******
11
COMMUNITY HEALTH SYSTEMS, INC. 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004
Identity of Issue, Borrower, | Description of Investment Including Maturity Date, | Current | ||||||
Lessor or Similar Party | Rate of Interest, Collateral, Par or Maturity Value | Value | ||||||
* |
Scudder Investments | Scudder Stable Value Fund | $ | 25,918,019 | ||||
* |
Scudder Investments | Scudder Stable Value Fund II | 2 | |||||
* |
Scudder Investments | Scudder Fixed Income Fund A | 13,430,598 | |||||
* |
Scudder Investments | Scudder Flag Investment Value Builder A | 22,865,966 | |||||
* |
Scudder Investments | Scudder Stock Index Fund | 19,249,544 | |||||
* |
Scudder Investments | Scudder-Dreman Hi Return Equity A | 9,995,604 | |||||
* |
Scudder Investments | Scudder Global Discovery A | 5,952,553 | |||||
* |
Scudder Investments | Scudder Large Cap Value A | 17,392,109 | |||||
Franklin Templeton | Franklin Small-Mid Cap Growth A | 9,127,346 | ||||||
* |
Scudder Investments | Scudder Mid Cap Growth - A | 6,774,372 | |||||
Capital Research and Management Company | Growth Fund of America - A | 15,681,721 | ||||||
Allianz Dresdner Asset Mgt of America | Pimco PEA Renaissance - A | 2,995,789 | ||||||
Credit Suisse Asset Mgt, LLC | CS Small Cap Value A | 2,547,019 | ||||||
* |
Scudder Investments | Scudder Pathway Conservative - A | 2,202,048 | |||||
* |
Scudder Investments | Scudder Pathway Growth - A | 3,341,862 | |||||
* |
Scudder Investments | Scudder Pathway Moderate - A | 4,865,055 | |||||
Templeton | Templeton Foreign - A | 9,979,108 | ||||||
Templeton | Templeton Growth - A | 54,523 | ||||||
* |
Community Health Systems, Inc. (CHS) | CHS Company Stock Fund | 20,406,127 | |||||
* |
Various participants | Participant notes receivable with
interest rates ranging from 4.0% to 10.5% and maturities ranging from January 1, 2005 to August 29, 2014. |
4,002,822 | |||||
$ | 196,782,187 | |||||||
* | Identified party-in-interest |
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMUNITY HEALTH SYSTEMS, INC.
401(k) PLAN |
||||
Date: June 28, 2005 | By: | /s/ Wayne T. Smith | ||
Wayne T. Smith | ||||
Chairman of the Board President and Chief Executive Officer |
||||
Date: June 28, 2005 | By: | /s/ W. Larry Cash | ||
W. Larry Cash | ||||
Executive Vice President, Chief Financial Officer and Director | ||||
Date: June 28, 2005 | By: | /s/ T. Mark Buford | ||
T. Mark Buford | ||||
Vice President and Corporate Controller | ||||
13
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
10.1
|
First Amendment to the Community Health Systems, Inc. 401(k) Plan dated December 1, 2003. | |
10.2
|
Second Amendment to the Community Health Systems, Inc. 401(k) Plan dated January 1, 2004. | |
10.3
|
CHS/Community Health Systems, Inc. Officers Certificate dated May 14, 2004. | |
10.4
|
Third Amendment to the Community Health Systems, Inc. 401(k) Plan dated May 18, 2004. | |
10.5
|
Merger and Transfer Agreement between Galesburg Cottage Hospital Retirement Plan and Community Health Systems, Inc. 401(k) Plan dated July 1, 2004. | |
10.6
|
Plan-To-Plan Transfer Agreement between Associated Healthcare Systems 401(k) Retirement Plan and Community Health Systems, Inc. 401(k) Plan dated September 30, 2004. | |
23
|
Consent of Independent Registered Public Accounting Firm |
14