1

Community Health Systems, Inc.

Strategic Discussion Materials | April 17, 2015

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Rightview Partners

Keith Radzik

Brendan M. Ryan Indiana University, Kelley School of Business,

2018 Majors: Accounting & Finance

Clayton R. Stoker Indiana University, Kelley School of Business,

2017 Majors: Accounting & Finance

3

Table of Contents

I. Executive Summary 4

II. OEM Auto Parts Manufacturing Industry 6

III. Cooper-Standard Overview

9

IV. Valuation Summary 12

V. Sale to a Financial Sponsor

16

VI. Appendix 23

4

I. Executive Summary

5

Executive Summary

Due to the current undervaluation of the company, Lehman Cousins believe that an attractive purchase price will lead to superior returns for the financial sponsor involved.

Overview Community Health Systems, Inc. is a leading operator of non-urban acute care hospitals in midsize

markets in the United States. The company currently owns, leases or operates 206 hospitals in 29

different states making it the most diversified operator among competitors. Community Health has used acquisitions as their primary method of growth. The successful integration of

31 hospitals since 2010 including Health Management Associates, Inc. in 2014, has made it the largest

publicly traded acute care hospital operator in the nation. The company’s subsidiary, Quoroum Health Resources, LLC, provides management and consulting

services to 150 independent hospital clients.

Current Positioning Community Health recently acquired Health Management Associates, Inc. at $7.5B with $3.7B in debt The hospital operator has a net debt to EDITDA ratio of 6.6x ranking the second highest among

competitors due to previous completed in 2014. ACA reform and Medicaid expansion is expected to further enhance the increasing EBITDA improvements

made through the significant synergies of the HMA acquisition. Due to the current highly leveraged position of the company, Rightview Partners believe that an

attractive purchase price will lead to required deleveraging and enhanced returns for the Real Estate

Investment Trust involved. Strategic Alternatives Assessment Given Community Health Systems established presence as the leading acute health care operator, we

believe future growth from increased Emergency Room visits will be key to attract potential buyers and

mergers as a result of expansion of Medicaid, increase in Managed Care, and the notable correlation of

reduction in unemployment rate with ER volumes,. Medicaid expansion in 13 states, including PA which accounts for the highest LTM revenue of 12%, will

continue to foster consistent growth further attracting potential acquirers

Recommendations The suggest an LBO financed primarily through a term loan and equity. Due to the companies asset values, we believe term loan financing should be feasible given banks

willingness to loan money in current credit market conditions

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II. Hospital Services Industry

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Macroeconomic Landscape

The Federal Reserve clearly gives forward guidance for its monetary policy which guides interest rates. It has told the business community and consumers that the Fed funds rate will remain at near zero until mid-2015. This controls short term interests rates, and assures us that variable and other short term rates will remain at low levels

Despite the ultra-low interest rates, the first-time home buyers are being priced out by all-cash purchases. As a result, the number of first-time home buyers getting onto the property ladder is lagging, accounting for just 28% of all purchases. The 30-year average, and a number that economists consider to be healthy, is 40%.

Unemployment, one of the strongest factors affecting consumer spending, has been steadily decreasing over the past four years and driving up spending .A reversal in the rate could weaken the economy and retail industry as a whole.

It doesn’t look like 2015 will be a prosperous year for the Eurozone, especially when Italy, Germany and France economies are in jeopardy.

Macroeconomic trends have shown steady signs of improvement which bodes well for the industry as a whole, however a reversal could potentially cause issues in the future

F

8

OEM Parts Auto parts suppliers revenue growth is large correlated with the demand for new vehicles with 95% of their

revenue being derived from OEMs. OEMs are continuing to benefit as consumer confidence increases preceding recessions lows, resulting in

increased profitability and output from car manufacturers. Automobiles

The average age of vehicles on U.S. roads reached an all-time high 11.4 years in 2013. It continues to remain above 11 years at present and is expected to rise to 11.5 years by 2018. This could be a sign of strong new vehicle sales in the years to come

Moreover, with the improvement in the general economic situation, banks are more willing to lend money to buyers with relatively low interest rates.

Strong demand due to aging vehicles on U.S. roads, easier car financing and low gas prices are boosting automobile sales in the US.

Auto Sales in the U.S. grew 8% to a six-year high of 15.6 million vehicles in 2013. Although extremely cold weather led to a 3% year-over-year decline in U.S. auto sales in Jan-2014.

The Asian countries, especially China and India, are expected to account for 40% growth in the auto industry over the next five to seven years.

Until 2020, KPMG estimates auto growth in India and ASIA to exceed an 11% CAGR

Industry Outlook

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III. Cooper-Standard Overview

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Overview Planned cuts to DSH payment, which provided compensation to hospitals serving more than the average amount of uninsured patients,

will continue to decrease YoY through 2019. In addition, HCIT reimbursement is expected to be terminated by 2016 further decreasing revenue.

Following the HMA acquisition, net revenue per adjusted admission has modestly decreased with current positioning at 1.7% compared to the industry average of 3.2%.

Unfavorable rate adjustment in Indiana's state supplemental Medicaid program is expected to negatively impact the fourth largest LTM revenue state for CHS as physician office systems continue to be converted.

Due to the high leverage of the company, capital raising has been highly difficult in order to repay debt which may inhibit CHS from engaging in the important strategy of acquiring 2-4 hospitals yearly.

Synergies from the HMA acquisition are unlikely to be fully met following 8 recent legal allegations against HMA. Federal government plans on reducing Medicare funding by 2% each fiscal year, starting in 2015 Hospitals are facing nurse and physician shortages, leading to higher labor costs for qualified personnel further, further squeezing profit

margins. Although Medicaid is expected to increase on average at 5.8% per year, CHS may not benefit unless the reimbursement rate is

increased.

Challenges for Community Health Services

2009

2010

2011

2012

2013

1H14

11.00%

11.50%

12.00%

12.50%

13.00%

13.50%

14.00%

14.50%

12.10% 12.10%

12.60%

13.10%

13.70%

14.00%

Bad Debt as a % of Gross Revenue

20122013

20142015

20162017

20182019

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

45.00%

45.50%

46.00%

46.50%

47.00%

47.50%

48.00%

48.50%

49.00%

Salaries and Benefit Expense

Salaries and BenefitsSalaries and Benefits as a % of Revenue

(Mill

ions

)

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• Opportunities• Cooper is a stock with zero street coverage that is set to benefit from a shift in auto manufacturing to global

platforms • As the company has restructured their European business to benefit from lower cost of production, management

is finally seeing underlying growth• The company has been expanding rapidly in Asia with several joint ventures and new production facilities to

benefit from secular growth trend on the continent. • The company expects another strong year in global light vehicle production in 2015 with mid-single digit growth.

• Growth Drivers• The expected increase of Medicaid spending by 5.8% on average with the expansion to 25• North American vehicle production remains strong, while the European market is stabilizing and growing at a

high single digits.• According to industry forecaster IHS Automotive, global platforms will produce 27.8 million vehicles by 2020, up

from 19.2 million units this year. • The company owns 9 manufacturing facilities and two technical centers in China, and will be the largest

automotive sealing manufacturer in the domestic Chinese market. This geographical presence should allow Standard-Cooper to be the trusted low cost supplier and capitalize on international automobile growth

Assuming automotive sales continue to increase, CPS is in a position to capitalize on this global trend

Opportunities and Growth Drivers

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IV. Valuation Summary

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Cooper-Standard Holdings Inc. Valuation Summary

Comparable Companies Analysis:Implied EV/EBITDA of 5.0x-7.0x

Discounted Cash Flow Analysis:Implied EV/EBITDA of 5.0x-6.0x

Leveraged Buyout Analysis:Implied EV/EBITDA of 4.0x-6.0x

Mean Valuation: $1,691Implied EV/EBITDA: 5.5x

By running four valuation models, a target of 5.5x LTM EBITDA multiple is derived as the mean

A 5.5x multiple results in a total purchase price of $9,711 million, using Standard-Coopers’s LTM EBITDA

($ in millions, except for share price)

52 Week Trading Range:Implied EV/EBITDA of 4.3x-5.7x

Current Valuation: $1,503Current Share Price: $55.75

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Comparable Companies Analysis

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Cooper-Standard Holdings Inc. Discounted Cash Flow Analysis

Total Enterprise Value Total Equity Value

Terminal EBITDA Multiple Terminal EBITDA Multiple

5.0x 5.5x 6.0x 5.0x 5.5x 6.0x

Discount 6.5% $2,052.5 $2,224.1 $2,395.8 Discount 6.5% $1,555.4 $1,727.1 $1,898.8

Rate 7.0% $1,999.2 $2,166.1 $2,333.0 Rate 7.0% $1,502.1 $1,669.1 $1,836.0

(WACC) 7.5% $1,947.5 $2,109.9 $2,272.2 (WACC) 7.5% $1,450.5 $1,612.8 $1,775.2

Implied Perpetuity Growth Rate Total Price Per Share

Terminal EBITDA Multiple Terminal EBITDA Multiple5.0x 5.5x 6.0x 5.0x 5.5x 6.0x

Discount 6.5% 2.7% 3.0% 3.3% Discount 6.5% $80.84 $89.77 $98.69

Rate 7.0% 3.1% 3.5% 3.8% Rate 7.0% $78.07 $86.75 $95.43

(WACC) 7.5% 3.6% 4.0% 4.2% (WACC) 7.5% $75.39 $83.83 $92.26

Total Enterprise Value Total Equity Value

Terminal Perpetuity Growth Rate Terminal Perpetuity Growth Rate1.5% 2.0% 2.5% 1.5% 2.0% 2.5%

Discount 6.5% $2,144.6 $2,283.8 $2,461.4 Discount 6.5% $1,647.6 $1,786.8 $1,964.4

Rate 7.0% $1,986.2 $2,094.9 $2,230.9 Rate 7.0% $1,489.1 $1,597.8 $1,733.9

(WACC) 7.5% $1,854.1 $1,940.3 $2,046.6 (WACC) 7.5% $1,357.1 $1,443.2 $1,549.5

Implied Terminal EBITDA Multiple Total Price Per Share

Terminal Perpetuity Growth Rate Terminal Perpetuity Growth Rate1.0% 1.5% 2.0% 1.5% 2.0% 2.5%

Discount 6.5% 3.4x 3.8x 4.2x Discount 6.5% $85.63 $92.87 $102.10

Rate 7.0% 3.2x 3.5x 3.8x Rate 7.0% $77.40 $83.05 $90.12

(WACC) 7.5% 2.9x 3.2x 3.5x (WACC) 7.5% $70.54 $75.01 $80.54

EBITDA Multiple Method

Perpetuity Growth Method

Tax Rate 40% Net Debt(mm) $681.00 Shares(mm) 17.1

Assumptions

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V. Sale to a Financial Sponsor

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Leveraged Buyout Analysis: OverviewTransaction Assumptions

Current Share Price $55.7

Offer Price Premium 20.0%

Offer Price Per Share $66.8

Target Diluted Shares Outstanding 17.1 Offer Value $1,143.9

+ Long-Term Debt (Including CPLTD) 656.0 + Preferred 0.0 + Minority Interest 0.0

- Cash & Equivalents (184.4)

Transaction Value $1,615.5

Sources Amount Percent

Cash 114.4 6.3%

Term Loan 907.1 50.1%

Subordinated debt 302.4 16.7%

Sponsor's equity 487.5 26.9%Total sources $1,811.4 100.0%

70 Minimum cash level

3.30x Term Loan / EBITDA

1.10x Subordinated debt / EBITDA

IRR Returns

EBITDA exit multiple 2017 2018 2019

5.0x 15.5% 17.9% 18.8%6.0x 27.3% 26.1% 24.9%7.0x 36.5% 32.7% 29.8%

Transaction Multiples Pro Forma

Transaction Value / Sales 0.52x

Transaction Value / EBITDA 5.9xTransaction Value / EBIT 9.9x

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Leveraged Buyout Analysis: Cash Flow and Returns Analysis

Returns Analysis - EBITDA Exit Multiple Method

Initial investment: $487.5 Projected Years

2014 2015 2016 2017 2018 2019

EBITDA $323.5 $350.8 $380.3 $412.1 $446.6 $483.9

Implied enterprise value @ EBITDA multiple of:4.0x $1,293.87 $1,403.01 $1,521.00 $1,648.56 $1,786.42 $1,935.425.0x $1,617.34 $1,753.76 $1,901.25 $2,060.69 $2,233.03 $2,419.276.0x $1,940.81 $2,104.51 $2,281.50 $2,472.83 $2,679.63 $2,903.13

LESS: Debt $1,159.30 $1,058.10 $955.50 $851.86 $746.55 $638.35PLUS: Cash 70.0 70.0 70.0 70.0 70.0 70.0

Implied equity value @ EBITDA multiple of:4.0x $204.58 $414.91 $635.51 $866.69 $1,109.87 $1,367.075.0x $528.05 $765.66 $1,015.76 $1,278.83 $1,556.47 $1,850.936.0x $851.52 $1,116.41 $1,396.01 $1,690.97 $2,003.08 $2,334.78

Equity return @ EBITDA multiple of:4.0x (58.0%) (7.7%) 9.2% 15.5% 17.9% 18.8%5.0x 8.3% 25.3% 27.7% 27.3% 26.1% 24.9%6.0x 74.7% 51.3% 42.0% 36.5% 32.7% 29.8%

Projected Years

2014 2015 2016 2017 2018 2019

Free cash flow for debt paydown $100.4 $102.0 $103.2 $104.0 $106.6 $109.8

Scheduled (paydown) / borrowings 0.0 0.0 0.0 0.0 0.0 0.0Cash flow available for debt sweep 100.4 102.0 103.2 104.0 106.6 109.8

Discretionary (paydown) / borrowings (100.4) (102.0) (103.2) (104.0) (106.6) (109.8)Excess cash flow $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

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Lehman Cousins views these seven private equity firms as the most capable to finance an LBO of CPS

All firms listed have had prior investments dealing with: OEM parts manufacturers, automotive tech companies as well as automotive component companies.

Potential Financial Sponsors

Total Assets (m)

$75,000.00 $59,000.00 $51,427.00 $35,622.00

TypicalIndustries

Automotive, ConsumerAutomotive, Consumer,

IndustrialAutomotive, Chemicals

Consumer, TechAutomotive, Consumer

Previous Investments

FTE Automotive, Made bid on TI

Automotive (2B), Keystone Automotive, Asimco Technologies

Cardone Industries, China Grand Auto

A German car parts company (815 M), Amtek Global Technologies (300 M)

DuPont Performance Coatings (4.9 B),

Metaldyne (820 M)

Total Assets (m)

$20,000.00 $28,931.00 $20,000.00

TypicalIndustries

Automotive, Transportation, Tech

Automotive, Energy, ConsumerAutomotive,

Consumer, Tech

Previous Investments

Tower International (1B)

Visteon Corp

Gates Corp (5.4 B)

Rhiag (650 M)

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ConcentratedRevenue

VehicleRecalls

SubprimeAuto

Lending

• 77% of Standard-Cooper’s revenue is derived from 5 OEM customers.• A loss of one of these customers could have a detrimental effect on the financials of

Standard-Cooper. If these relationships are maintained, revenues should be stable, predictable, and grow in line with automotive sales as a whole.

• Vehicle Recalls are the headlines of nearly every major news source. • Product failure resulting in recalls could have an effect on CPS stock as well as increased

chance of loosing these key relationships

• In recent years, the banks have been more willing to lend to subprime borrowers for the purchase of an automobile.

• All OEMs have at least 20% of their auto sales coming from buyers who received a subprime loan. Some believe we are nearing a bubble in the subprime market. If this turns out to be true, OEM auto sales could decrease substantially.

Key Risks of the Business

Lehman Cousins views these are the three key risks that could have adverse effect on the financial projections going forward

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Strategic M&A Weaknesses

• The automotive industry is very fragmented and M&A activity has historically been larger players acquiring smaller players. We do not believe that current market conditions promote an acquisition of one of the larger players

• We believe that OEMs seek high quality suppliers who provide reliable products, not the ones with the most diversified product portfolio.

• We do see product portfolios similar enough to see a dramatic increase in cost synergies.

• The company has also recently spun-off its thermal and emissions product line, confirmed the trend of manufacturers focusing on core operations to increase quality.

• An average of 6 deals >1B have been completed over the 5 years, compared with an average of 35 deals between 200m and 1b.

• This signifies the lack of synergies acquirers believe they can realize in these mega-sized deals compared to middle market consolidation deals.

T.I Automotive is a global leader in producing new fluid storage systems as well as delivery technology. Despite sharing similar customers to Standard Cooper Holdings, their product lines do not share enough similarities for cost synergies to exist. We believe OEMs are looking for suppliers who supply the highest quality parts, not the most diversified product lines.

Delphi is a leading supplier of technologies to automotive industries. The company is clearly focused on finding innovative automotive technologies. Although they are capable of financing the transaction, an acquisition of Standard Cooper would not be conducive of their core strategy.

TrelleborgVibracoustic is the global market leader in the field of automotive vibration control technology. They are concerned with producing new technology to create the most comfortable ride for their customers. While they are the leader in their respective industry, an acquisition of Standard Cooper would diversify their product line, but cost savings would not be realized.

Source: PWC Report

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VI. Appendix

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Appendix A: Cooper-Standard Holdings Inc. Weighted Average Cost of Capital

Comparable Companies Unlevered Beta

Levered Debt/ Unlevered Market Value Market Value Marginal

Beta Equity Beta of Debt of Equity Tax Rate

American Axle & Manufacturing Holdings Inc. 1.75 108.0% 1.03 $1,545.7 $1,431.1 35%Cooper Tire & Rubber Co. 0.81 19.2% 0.72 366.3 1,907.8 32%Dana Holding Corporation 2.01 40.1% 1,605.0 4,001.6 34%The Goodyear Tire & Rubber Company 1.82 88.5% 1.16 6,762.0 7,639.5 35%Lear Corp. 1.17 15.1% 1.07 1,068.6 7,083.6 38%Magna International Inc. 1.33 4.8% 1.29 1,098.0 23,018.2 38%Tenneco Inc. 1.85 32.4% 1.54 1,297.0 4,008.1 38%Tower International, Inc. 1.38 71.0% 0.96 542.0 763.3 38%

Average 1.52 47.4% 1.11

Median 1.57 36.2% 1.07

Debt

Amount Rate Percent of Debt WeightedSenior Notes $450 8.50% 66.00 5.61

Senior PIK Toggle Notes 196.5 7.00% 29.00 2.03

Other 34.9 4.00% 5.00 0.20

$681 100.00 7.84

WACC Calculation

Cost of Debt

Total Debt 38.8%Average Weighted Cost of Debt 7.84%Tax Rate 35%After-tax Cost of Debt 5.1%

Cost of Equity

Total Equity 61.2%Risk-free Rate 2.29%

Market Risk Premium 4.96%

Levered Beta 1.57Cost of Equity 10.06%

WACC 8.13%

Risk-Free Rate from BankRate.com for current 10-year Treasury

Market Risk Premium obtained from Aswatch Damodoran's websiteBetas obtained from Yahoo!FinanceValue of equity is fully diluted shares from 10k * closing stock price on 11/ 05/ 2014

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Appendix B: Leveraged Buyout Debt Payment Schedule

Senior debt

Beginning balance $907.1 $806.7 $704.7 $601.5 $497.5 $390.9Discretionary (paydown) / borrowings (100.4) (102.0) (103.2) (104.0) (106.6) (109.8)

Ending balance $806.7 $704.7 $601.5 $497.5 $390.9 $281.1

Average balance $856.9 $755.7 $653.1 $549.5 $444.2 $336.0Interest rate 8.0% 8.0% 8.0% 8.0% 8.0% 8.0%

Interest expense $68.55 $60.46 $52.25 $43.96 $35.53 $26.88

Subordinated debt

Beginning balance $302.4 $302.4 $302.4 $302.4 $302.4 $302.4Scheduled (paydown) / borrowings 0.0 0.0 0.0 0.0 0.0 0.0

Ending balance $302.4 $302.4 $302.4 $302.4 $302.4 $302.4

Average balance $302.4 $302.4 $302.4 $302.4 $302.4 $302.4Interest rate 9.5% 9.5% 9.5% 9.5% 9.5% 9.5%

Interest expense $28.73 $28.73 $28.73 $28.73 $28.73 $28.73

Cash

Beginning balance $114.4 $114.4 $114.4 $114.4 $114.4 $114.4PLUS: Excess cash flow 0.0 0.0 0.0 0.0 0.0 0.0

Cash Dividends Issued 0.0 0.0 0.0 0.0 0.0 0.0Ending balance $114.4 $114.4 $114.4 $114.4 $114.4 $114.4

Average balance $114.4 $114.4 $114.4 $114.4 $114.4 $114.4Interest rate 1.0% 1.0% 1.0% 1.0% 1.0% 1.0%

Interest (income) ($1.14) ($1.14) ($1.14) ($1.14) ($1.14) ($1.14)

Interest Expense (net)

Senior Debt 68.6 60.5 52.2 44.0 35.5 26.9Subordinated Debt 28.7 28.7 28.7 28.7 28.7 28.7Cash (1.1) (1.1) (1.1) (1.1) (1.1) (1.1)

Interest expense (net) $96.1 $88.0 $79.8 $71.5 $63.1 $54.5

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Appendix C: Discounted Cash Flow

Actual FYE December 31, Projected FYE December 31,2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Total Revenue $2,853.5 $2,880.9 $3,090.5 $3,300.7 $3,525.1 $3,764.9 $4,020.9 $4,294.3 $4,586.3

% Growth 1.0% 7.3% 6.8% 6.8% 6.8% 6.8% 6.8% 6.8%

Cost of Goods Sold 2,401.4 2,442.0 2,617.8 2,772.6 2,957.6 3,154.9 3,365.5 3,590.0 3,829.6 Add Back: One-Time Expenses 1.5 - - - - - - - -

Gross Profit $452.1 $438.9 $472.7 $528.1 $567.5 $609.9 $655.4 $704.3 $756.7

Gross Margin 15.8% 15.2% 15.3% 16.0% 16.1% 16.2% 16.3% 16.4% 16.5%

Selling, General & Administrative ($257.6) ($281.3) ($293.4) ($303.7) ($322.6) ($342.6) ($363.9) ($386.5) ($410.5)

Adjusted EBITDA $338.9 $312.6 $302.8 $335.8 $364.0 $394.4 $427.2 $462.7 $501.0

% Margin 11.9% 10.9% 9.8% 10.2% 10.3% 10.5% 10.6% 10.8% 10.9%

Less: Amortization of Intangibles 15.6 15.5 15.4 15.2 14.7 13.9 13.5 13.5 13.5

Less: Depreciation 108.5 107.3 95.6 99.0 105.8 112.9 120.6 128.8 137.6

EBIT $214.8 $189.9 $191.8 $221.6 $243.5 $267.5 $293.1 $320.3 $349.9

% Margin 7.5% 6.6% 6.2% 6.7% 6.9% 7.1% 7.3% 7.5% 7.6%

Interest Expense ($40.6) ($44.8) ($54.9) ($33.7) ($33.7) ($36.5) ($42.1) ($44.0) ($45.8)

Interest Income 1.2 1.6 1.8 2.1 2.5 3.0

Equity Earnings 5.4 8.8 11.1 11.1 11.1 11.1 11.1 11.1 11.1

Other (Expense) / Income (45.0) (38.9) (29.2) (55.5) - - - - -

Taxes (45.9) 89.0 (96.2) (77.6) (85.2) (93.6) (102.6) (112.1) (122.5)

Tax Rate 21.3% (46.9%) 50.2% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0%

EBIAT $163.6 $270.1 $84.4 $133.0 $147.2 $162.8 $179.4 $197.2 $216.4

% Margin 5.7% 9.4% 2.7% 4.0% 4.2% 4.3% 4.5% 4.6% 4.7%

Plus: Amortization of Intangibles 15.6 15.5 15.4 15.2 14.7 13.9 13.5 13.5 13.5 Plus: Depreciation 108.5 107.3 95.6 99.0 105.8 112.9 120.6 128.8 137.6 Less: Capital Expeditures (108.3) (131.1) (183.3) (177.2) (189.6) (202.3) (217.1) (231.9) (247.7) Less: (Inc.)/ Dec. In Net Working Capital (19.9) (19.9) (21.3) (22.7) (24.3) (26.0)

Unlevered Free Cash Flow $50.2 $58.2 $66.1 $73.7 $83.3 $93.9

Present Value of Free Cash Flows $50.18 $58.17 $66.11 $73.71 $83.33 $93.88

26

Appendix D: Leveraged Buyout Analysis: Debt and Credit Analysis