ITEM 2.01 Completion of Acquisition or Disposition of Assets

Effective January 1, 2023, one or more affiliates of Community Health Systems, Inc. (the "Company") completed the sale of substantially all of the assets of Greenbrier Valley Medical Center ("Greenbrier") (122 licensed beds) in Ronceverte, West Virginia, to a subsidiary of Vandalia Health, Inc. (the "Transaction") pursuant to an asset purchase agreement dated as of September 14, 2022, as amended (the "Purchase Agreement"). The purchase price paid to the Company in connection with the Transaction at a preliminary closing on December 30, 2022 was approximately $85 million in cash.

The Purchase Agreement is attached as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the Securities and Exchange Commission. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations and contractual risk allocation mechanisms agreed upon by the parties, and may be subject to standards of materiality that differ from those applicable to the Company, and thus should not be relied upon as necessarily reflecting actual state of facts or conditions.

The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.

ITEM 7.01 Regulation FD Disclosure

On January 3, 2023, the Company issued a press release announcing the completion of the Transaction, a copy of which press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(b) Pro forma financial information

The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:



     •    Unaudited Pro Forma Condensed Consolidated Statement of (Loss) Income for
          the nine months ended September 30, 2022 and for the year ended
          December 31, 2021.



     •    Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
          September 30, 2022.



     •    Notes to the Unaudited Pro Forma Condensed Consolidated Financial
          Statements.


(d) Exhibits

Exhibit
Number       Description

 2.1           Asset Purchase Agreement dated as of September 14, 2022 as amended.*


99.1           Community Health Systems, Inc. Unaudited Pro Forma Condensed
             Consolidated Financial Statements.

99.2           Press Release of Community Health Systems, Inc. dated January 3,
             2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Company agrees to furnish supplementally a copy of such

omitted schedules and exhibits to the Securities and Exchange Commission upon

request.

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