HCA INC. - FORM 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-159511 and 333-159511-01 to 333-159511-184
(HCA LOGO)
HCA INC.
SUPPLEMENT NO. 7 TO
MARKET MAKING PROSPECTUS DATED
JULY 10, 2009
THE DATE OF THIS SUPPLEMENT IS NOVEMBER 12, 2009
On November 12, 2009, HCA Inc. filed the attached
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009


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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the quarterly period ended September 30, 2009
 
or
     
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the transition period from          to          
 
Commission file number 1-11239
 
HCA Inc.
(Exact name of registrant as specified in its charter)
 
     
Delaware   75-2497104
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
     
One Park Plaza
Nashville, Tennessee
(Address of principal executive offices)
  37203
(Zip Code)
 
(615) 344-9551
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
 
     
Class of Common Stock
 
Outstanding at October 31, 2009
 
Voting common stock, $.01 par value
  94,636,900 shares
 


 

 
HCA INC.
 
Form 10-Q
September 30, 2009
 
                 
        Page of
        Form 10-Q
 
  Part I.     Financial Information        
  Item 1.     Financial Statements (Unaudited):        
        Condensed Consolidated Income Statements — for the quarters and nine months ended September 30, 2009 and 2008     3  
        Condensed Consolidated Balance Sheets — September 30, 2009 and December 31, 2008     4  
        Condensed Consolidated Statements of Cash Flows — for the nine months ended September 30, 2009 and 2008     5  
        Notes to Condensed Consolidated Financial Statements     6  
  Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations     25  
  Item 3.     Quantitative and Qualitative Disclosures About Market Risk     40  
  Item 4.     Controls and Procedures     40  
             
  Part II.     Other Information        
  Item 1.     Legal Proceedings     40  
  Item 1A.     Risk Factors     41  
  Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds     41  
  Item 4.     Submission of Matters to a Vote of Security Holders     42  
  Item 6.     Exhibits     42  
Signatures     43  


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HCA INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
Unaudited
(Dollars in millions)
 
                                 
    Quarter     Nine Months  
    2009     2008     2009     2008  
 
Revenues
  $ 7,533     $ 7,002     $ 22,447     $ 21,109  
                                 
Salaries and benefits
    3,013       2,883       8,880       8,563  
Supplies
    1,206       1,141       3,627       3,463  
Other operating expenses
    1,184       1,147       3,410       3,396  
Provision for doubtful accounts
    910       819       2,583       2,520  
Equity in earnings of affiliates
    (53 )     (41 )     (182 )     (170 )
Depreciation and amortization
    354       350       1,067       1,062  
Interest expense
    510       497       1,487       1,521  
Losses (gains) on sales of facilities
          (50 )     8       (90 )
Impairment of long-lived assets
    3       44       16       53  
                                 
      7,127       6,790       20,896       20,318  
                                 
Income before income taxes
    406       212       1,551       791  
Provision for income taxes
    132       76       480       233  
                                 
Net income
    274       136       1,071       558  
Net income attributable to noncontrolling interests
    78       50       233       161  
                                 
Net income attributable to HCA Inc. 
  $ 196     $ 86     $ 838     $ 397  
                                 
 
See accompanying notes.


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HCA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(Dollars in millions)
 
                 
    September 30,
    December 31,
 
    2009     2008  
 
ASSETS
Current assets:
               
Cash and cash equivalents
  $ 443     $ 465  
Accounts receivable, less allowance for doubtful accounts of $5,926 and $5,435
    3,499       3,780  
Inventories
    745       737  
Deferred income taxes
    1,099       914  
Other
    515       405  
                 
      6,301       6,301  
                 
Property and equipment, at cost
    24,389       23,714  
Accumulated depreciation
    (13,038 )     (12,185 )
                 
      11,351       11,529  
                 
Investments of insurance subsidiary
    1,371       1,422  
Investments in and advances to affiliates
    855       842  
Goodwill
    2,596       2,580  
Deferred loan costs
    436       458  
Other
    1,210       1,148  
                 
    $ 24,120     $ 24,280  
                 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
               
Accounts payable
  $ 1,199     $ 1,370  
Accrued salaries
    954       854  
Other accrued expenses
    1,316       1,282  
Long-term debt due within one year
    635       404  
                 
      4,104       3,910  
                 
Long-term debt
    25,279       26,585  
Professional liability risks
    1,097       1,108  
Income taxes and other liabilities
    1,782       1,782  
                 
Equity securities with contingent redemption rights
    147       155  
                 
Stockholders’ deficit:
               
Common stock $.01 par; authorized 125,000,000 shares; outstanding 94,614,500 shares in 2009 and 94,367,500 shares in 2008
    1       1  
Capital in excess of par value
    204       165  
Accumulated other comprehensive loss
    (505 )     (604 )
Retained deficit
    (8,979 )     (9,817 )
                 
Stockholders’ deficit attributable to HCA Inc. 
    (9,279 )     (10,255 )
Noncontrolling interests
    990       995  
                 
      (8,289 )     (9,260 )
                 
    $ 24,120     $ 24,280  
                 
 
See accompanying notes.


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HCA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
Unaudited
(Dollars in millions)
 
                 
    2009     2008  
 
Cash flows from operating activities:
               
Net income
  $ 1,071     $ 558  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Changes in operating assets and liabilities
    (2,136 )     (2,420 )
Provision for doubtful accounts
    2,583       2,520  
Depreciation and amortization
    1,067       1,062  
Income taxes
    (485 )     (379 )
Losses (gains) on sales of facilities
    8       (90 )
Impairment of long-lived assets
    16       53  
Amortization of deferred loan costs
    60       59  
Pay-in-kind interest
    58        
Share-based compensation
    21       25  
Other
    52       27  
                 
Net cash provided by operating activities
    2,315       1,415  
                 
Cash flows from investing activities:
               
Purchase of property and equipment
    (915 )     (1,115 )
Acquisition of hospitals and health care entities
    (42 )     (76 )
Disposition of hospitals and health care entities
    39       185  
Change in investments
    113       30  
Other
    (2 )     4  
                 
Net cash used in investing activities
    (807 )     (972 )
                 
Cash flows from financing activities:
               
Issuance of long-term debt
    2,979       4  
Net change in revolving credit facilities
    (1,125 )     530  
Repayment of long-term debt
    (3,050 )     (775 )
Distributions to noncontrolling interests
    (254 )     (141 )
Payment of debt issuance costs
    (68 )      
Other
    (12 )     (10 )
                 
Net cash used in financing activities
    (1,530 )     (392 )
                 
Change in cash and cash equivalents
    (22 )     51  
Cash and cash equivalents at beginning of period
    465       393  
                 
Cash and cash equivalents at end of period
  $ 443     $ 444  
                 
Interest payments
  $ 1,154     $ 1,380  
Income tax payments, net
  $ 965     $ 612  
 
See accompanying notes.


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HCA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
 
NOTE 1 — INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Merger, Recapitalization and Reporting Entity
 
On November 17, 2006, HCA Inc. completed its merger (the “Merger”) with Hercules Acquisition Corporation, pursuant to which the Company was acquired by Hercules Holding II, LLC (“Hercules Holding”), a Delaware limited liability company owned by a private investor group comprised of affiliates of Bain Capital Partners (“Bain”), Kohlberg Kravis Roberts & Co. (“KKR”), Merrill Lynch Global Private Equity (“MLGPE”) (each a “Sponsor”) and of Citigroup Inc. and Bank of America Corporation (the “Sponsor Assignees”), by affiliates of HCA founder, Dr. Thomas F. Frist Jr., (the “Frist Entities,” and together with the Sponsors and the Sponsor Assignees, the “Investors”), and by members of management. The Merger, the financing transactions related to the Merger and other related transactions are collectively referred to in this quarterly report as the “Recapitalization.” The Merger was accounted for as a recapitalization in our financial statements, with no adjustments to the historical basis of our assets and liabilities. As a result of the Recapitalization, our outstanding capital stock is owned by the Investors, certain members of management and key employees. On April 29, 2008, we registered our common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, thus subjecting us to the reporting requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended. Our common stock is not traded on a national securities exchange.
 
Basis of Presentation
 
HCA Inc. is a holding company whose affiliates own and operate hospitals and related health care entities. The term “affiliates” includes direct and indirect subsidiaries of HCA Inc. and partnerships and joint ventures in which such subsidiaries are partners. At September 30, 2009, these affiliates owned and operated 155 hospitals, 97 freestanding surgery centers and facilities which provided extensive outpatient and ancillary services. Affiliates of HCA are also partners in joint ventures that own and operate eight hospitals and eight freestanding surgery centers which are accounted for using the equity method. The Company’s facilities are located in 20 states and England. The terms “HCA,” “Company,” “we,” “our” or “us,” as used in this quarterly report on Form 10-Q, refer to HCA Inc. and its affiliates unless otherwise stated or indicated by context.
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), references in this report to net income attributable to HCA Inc. and stockholders’ deficit attributable to HCA Inc. do not include noncontrolling interests (previously known as minority interests), which we now report separately. The implementation of ASC 810 also results in the cash flow impact of distributions to and certain other transactions with noncontrolling interests that were previously classified within operating activities, being classified within financing activities. Such treatment is consistent with the view that under ASC 810 transactions between HCA Inc. and noncontrolling interests are considered to be equity transactions. The presentation and disclosure provisions of ASC 810 have been applied retrospectively for all periods presented.
 
We evaluated all events or transactions that occurred after September 30, 2009, through November 12, 2009, the date we issued these financial statements. During this period we did not have any material subsequent events that required recognition or disclosure in the September 30, 2009 financial statements.
 
The majority of our expenses are “cost of revenue” items. Costs that could be classified as general and administrative would include our corporate office costs, which were $39 million and $41 million for the quarters ended September 30, 2009 and 2008, respectively, and $116 million and $124 million for the nine months ended


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 1 — INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 

Basis of Presentation (continued)
 
September 30, 2009 and 2008, respectively. Operating results for the quarter and nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the consolidated financial statements and footnotes thereto included in our current report dated August 14, 2009 on Form 8-K/A for the year ended December 31, 2008.
 
Certain prior year amounts have been reclassified to conform to the current year presentation.
 
NOTE 2 — INCOME TAXES
 
At September 30, 2009, we were contesting before the Appeals Division of the Internal Revenue Service (“IRS”), certain claimed deficiencies and adjustments proposed by the IRS in connection with its examination of the 2003 and 2004 federal income tax returns for HCA and 10 affiliates that are treated as partnerships for federal income tax purposes (“affiliated partnerships”). The disputed items include the timing of recognition of certain patient service revenues and our method for calculating the tax allowance for doubtful accounts.
 
Six taxable periods of HCA and its predecessors ended in 1997 through 2002 and the 2002 taxable year for six affiliated partnerships, for which the primary remaining issue is the computation of the tax allowance for doubtful accounts, were pending before the IRS Examination Division as of September 30, 2009.
 
The IRS began an audit of the 2005 and 2006 federal income tax returns for HCA and seven affiliated partnerships during 2008. During the quarter ended September 30, 2009, six of the seven partnership audits were resolved with no material impact on our results of operations or financial position.
 
Our liability for unrecognized tax benefits was $609 million, including accrued interest of $139 million, as of September 30, 2009 ($625 million and $156 million, respectively, as of December 31, 2008). Unrecognized tax benefits of $223 million ($264 million as of December 31, 2008) would affect the effective rate, if recognized. The liability for unrecognized tax benefits does not reflect deferred tax assets of $72 million ($81 million as of December 31, 2008) related to deductible interest and state income taxes or a refundable deposit of $104 million, which is recorded in noncurrent assets. The provision for income taxes reflects interest expense of $3 million and $14 million related to taxing authority examinations for the quarters ended September 30, 2009 and 2008, respectively. The provision for income taxes reflects a $31 million reduction in interest expense and interest expense of $20 million related to taxing authority examinations for the nine months ended September 30, 2009 and 2008, respectively.
 
Depending on the resolution of the IRS disputes, the completion of examinations by federal, state or international taxing authorities, or the expiration of statutes of limitation for specific taxing jurisdictions, we believe it is reasonably possible our liability for unrecognized tax benefits may significantly increase or decrease within the next 12 months. However, we are currently unable to estimate the range of any possible change.


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
NOTE 3 — INVESTMENTS OF INSURANCE SUBSIDIARY
 
A summary of our insurance subsidiary’s investments at September 30, 2009 and December 31, 2008 follows (dollars in millions):
 
                                 
    September 30, 2009  
          Unrealized
       
    Amortized
    Amounts     Fair
 
    Cost     Gains     Losses     Value  
 
Debt securities:
                               
States and municipalities
  $ 713     $ 36     $ (2 )   $ 747  
Auction rate securities
    479             (6 )     473  
Asset-backed securities
    45             (1 )     44  
Money market funds
    254                   254  
                                 
      1,491       36       (9 )     1,518  
                                 
Equity securities:
                               
Preferred stocks
    5             (2 )     3  
Common stocks
    3       1             4  
                                 
      8       1       (2 )     7  
                                 
    $ 1,499     $ 37     $ (11 )     1,525  
                                 
Amount classified as current assets
                            (154 )
                                 
Investment carrying value
                          $ 1,371  
                                 
 
                                 
    December 31, 2008  
          Unrealized
       
    Amortized
    Amounts     Fair
 
    Cost     Gains     Losses     Value  
 
Debt securities:
                               
States and municipalities
  $ 808     $ 20     $ (23 )   $ 805  
Auction rate securities
    576             (40 )     536  
Asset-backed securities
    51       1       (5 )     47  
Money market funds
    226                   226  
                                 
      1,661       21       (68 )     1,614  
                                 
Equity securities:
                               
Preferred stocks
    6             (1 )     5  
Common stocks
    3                   3  
                                 
      9             (1 )     8  
                                 
    $ 1,670     $ 21     $ (69 )     1,622  
                                 
Amount classified as current assets
                            (200 )
                                 
Investment carrying value
                          $ 1,422  
                                 
 
At September 30, 2009 and December 31, 2008, the investments of our insurance subsidiary were classified as “available-for-sale.” Changes in temporary unrealized gains and losses are recorded as adjustments to other comprehensive income. At September 30, 2009 and December 31, 2008, $100 million and $119 million, respectively, of our investments were subject to restrictions included in insurance bond collateralization and assumed reinsurance contracts.


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 3 — INVESTMENTS OF INSURANCE SUBSIDIARY (continued)
 
Scheduled maturities of investments in debt securities at September 30, 2009 were as follows (dollars in millions):
 
                 
    Amortized
    Fair
 
    Cost     Value  
 
Due in one year or less
  $ 313     $ 313  
Due after one year through five years
    296       311  
Due after five years through ten years
    212       227  
Due after ten years
    146       150  
                 
      967       1,001  
Auction rate securities
    479       473  
Asset-backed securities
    45       44  
                 
    $ 1,491     $ 1,518  
                 
 
The average expected maturity of the investments in debt securities at September 30, 2009 was 3.7 years, compared to the average scheduled maturity of 12.2 years. Expected and scheduled maturities may differ because the issuers of certain securities have the right to call, prepay or otherwise redeem such obligations prior to the scheduled maturity date. The average expected maturities for our auction rate and asset-backed securities were derived from valuation models of expected cash flows and involved management’s judgment. The average expected maturities for our auction rate and asset-backed securities at September 30, 2009 were 5.6 years and 6.2 years, respectively, compared to average scheduled maturities of 25.5 years and 25.4 years, respectively.
 
NOTE 4 — LONG-TERM DEBT
 
A summary of long-term debt at September 30, 2009 and December 31, 2008, including related interest rates at September 30, 2009, follows (dollars in millions):
 
                 
    September 30,
    December 31,
 
    2009     2008  
 
Senior secured asset-based revolving credit facility (effective interest rate of 1.8%)
  $ 925     $ 2,000  
Senior secured revolving credit facility
          50  
Senior secured term loan facilities (effective interest rate of 6.5%)
    9,032       12,002  
Senior secured first lien notes (effective interest rate of 8.9%)
    2,681        
Other senior secured debt (effective interest rate of 7.0%)
    352       406  
                 
First lien debt
    12,990       14,458  
                 
Senior secured cash-pay notes (effective interest rate of 9.7%)
    4,500       4,200  
Senior secured toggle notes (effective interest rate of 10.0%)
    1,578       1,500  
                 
Second lien debt
    6,078       5,700  
                 
Senior unsecured notes (effective interest rate of 7.2%)
    6,846       6,831  
                 
Total debt (average life of six years, rates averaging 7.5%)
    25,914       26,989  
Less amounts due within one year
    635       404  
                 
    $ 25,279     $ 26,585  
                 


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 4 — LONG-TERM DEBT (continued)
 
During February 2009, we issued $310 million aggregate principal amount of 97/8% senior secured second lien notes due 2017 at a price of 96.673% of their face value, resulting in $300 million of gross proceeds. After the payment of related fees and expenses, we used the proceeds to repay outstanding indebtedness under our senior secured term loan facilities.
 
During April 2009, we issued $1.500 billion aggregate principal amount of 81/2% senior secured first lien notes due 2019 at a price of 96.755% of their face value, resulting in $1.451 billion of gross proceeds. After the payment of related fees and expenses, we used the proceeds to repay outstanding indebtedness under our senior secured term loan facilities.
 
During August 2009, we issued $1.250 billion aggregate principal amount of 77/8% senior secured first lien notes due 2020 at a price of 98.254% of their face value, resulting in $1.228 billion of gross proceeds. After the payment of related fees and expenses, we used the proceeds to repay outstanding indebtedness under our senior secured term loan facilities.
 
NOTE 5 — FINANCIAL INSTRUMENTS
 
Interest Rate Swap Agreements
 
We have entered into interest rate swap agreements to manage our exposure to fluctuations in interest rates. These swap agreements involve the exchange of fixed and variable rate interest payments between two parties based on common notional principal amounts and maturity dates. Pay-fixed interest rate swaps effectively convert LIBOR indexed variable rate instruments to fixed interest rate obligations. The net interest payments, based on the notional amounts in these agreements, generally match the timing of the related liabilities. The notional amounts of the swap agreements represent amounts used to calculate the exchange of cash flows and are not our assets or liabilities. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions. The interest payments under these agreements are settled on a net basis.
 
The following table sets forth our interest rate swap agreements, which have been designated as cash flow hedges, at September 30, 2009 (dollars in millions):
 
                         
    Notional
          Fair
 
    Amount     Termination Date     Value  
 
Pay-fixed interest rate swap
  $ 500       March 2011     $ (15 )
Pay-fixed interest rate swaps
    8,000       November 2011       (582 )
Pay-fixed interest rate swaps (starting November 2011)
    2,000       December 2016       (26 )
 
During the next 12 months, we estimate $367 million will be reclassified from other comprehensive income (“OCI”) to interest expense.
 
Cross Currency Swaps
 
The Company and certain subsidiaries have incurred obligations and entered into various intercompany transactions where such obligations are denominated in currencies, other than the functional currencies of the parties executing the trade. In order to mitigate the currency exposure risks and better match the cash flows of our obligations and intercompany transactions with cash flows from operations, we entered into various cross currency swaps. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions.


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 5 — FINANCIAL INSTRUMENTS (continued)
 

Cross Currency Swaps (continued)
 
Certain of our cross currency swaps were not designated as hedges, and changes in fair value are recognized in results of operations. The following table sets forth our cross currency swap agreement not designated as a hedge at September 30, 2009 (amounts in millions):
 
                         
    Notional
          Fair
 
    Amount     Termination Date     Value  
 
Euro — United States Dollar currency swap
    411 Euro       December 2011     $ 92  
 
The following table sets forth our cross currency swap agreements, which have been designated as cash flow hedges, at September 30, 2009 (amounts in millions):
 
                         
    Notional
          Fair
 
    Amount     Termination Date     Value  
 
GBP — United States Dollar currency swaps
    100 GBP       November 2010     $ (15 )
 
Derivatives — Results of Operations
 
The following tables present the effect on our results of operations of our interest rate and cross currency swaps for the nine months ended September 30, 2009 (dollars in millions):
 
                         
          Location of Loss
    Amount of Loss
 
    Amount of Loss (Gain)
    Reclassified from
    Reclassified from
 
    Recognized in OCI on
    Accumulated OCI
    Accumulated OCI
 
Derivatives in Cash Flow Hedging Relationships
  Derivatives, Net of Tax     into Operations     into Operations  
 
Interest rate swaps
  $ 139       Interest expense     $ 242  
Cross currency swaps
    (7 )     Interest expense        
                         
    $ 132             $ 242  
                         
 
                         
    Location of Gain
    Amount of Gain
       
    Recognized in
    Recognized in
       
    Operations on
    Operations on
       
Derivatives Not Designated as Hedging Instruments
  Derivatives     Derivatives        
 
Cross currency swaps
    Other operating expense     $ (9 )        
 
Credit-risk-related Contingent Features
 
We have agreements with each of our derivative counterparties that contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness. As of September 30, 2009, we have not been required to post any collateral related to these agreements. If we had breached these provisions at September 30, 2009, we would have been required to settle our obligations under the agreements at their aggregate, estimated termination value of $579 million.
 
NOTE 6 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
 
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements.
 
ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 6 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
 
classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
 
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
 
Cash Traded Investments
 
Our cash traded investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Certain types of cash traded instruments are classified within Level 3 of the fair value hierarchy because they trade infrequently and therefore have little or no price transparency. Such instruments include auction rate securities (“ARS”) and limited partnership investments. The transaction price is initially used as the best estimate of fair value.
 
Our wholly-owned insurance subsidiary had investments in municipal, tax-exempt ARS, that are backed by student loans, substantially guaranteed by the federal government, of $473 million ($478 million par value) at September 30, 2009. We do not currently intend to attempt to sell the ARS as the liquidity needs of our insurance subsidiary are expected to be met by other investments in its investment portfolio. These securities continue to accrue and pay interest semi-annually based on the failed auction maximum rate formulas stated in their respective Official Statements. During 2008 and the first nine months of 2009, certain issuers of our ARS redeemed $93 million and $95 million, respectively, of our securities at par value. The valuation of these securities involved management’s judgment, after consideration of market factors and the absence of market transparency, market liquidity and observable inputs. Our valuation models derived a fair market value compared to tax-equivalent yields of other student loan backed variable rate securities of similar credit worthiness.
 
Derivative Financial Instruments
 
We have entered into interest rate and cross currency swap agreements to manage our exposure to fluctuations in interest rates and foreign currency risks. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
 
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. We have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are significant to the overall valuation of our


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 6 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
 

Derivative Financial Instruments (continued)
 
derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy at September 30, 2009.
 
The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2009, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):
 
                                 
          Fair Value Measurements Using  
          Quoted Prices in
             
          Active Markets for
             
          Identical Assets
    Significant Other
    Significant
 
          and Liabilities
    Observable Inputs
    Unobservable Inputs
 
    Fair Value     (Level 1)     (Level 2)     (Level 3)  
 
Assets:
                               
Investments of insurance subsidiary
  $ 1,525     $ 256     $ 794     $ 475  
Less amounts classified as current assets
    (154 )     (154 )            
                                 
      1,371       102       794       475  
Cross currency swap (Other assets)
    92                   92  
Liabilities:
                               
Interest rate swaps (Income taxes and other liabilities)
    623                   623  
Cross currency swaps (Income taxes and other liabilities)
    15                   15  
 
The following table summarizes the activity related to the investments of our insurance subsidiary and our cross currency and interest rate swaps which have fair value measurements based on significant unobservable inputs (Level 3) during the nine months ended September 30, 2009 (dollars in millions):
 
                                 
    Investments
          Interest
 
    of Insurance
    Cross Currency
    Rate
 
    Subsidiary     Swaps     Swaps  
 
Asset (liability) balances at December 31, 2008
  $ 538     $ 97     $ (26 )   $ (657 )
Realized gains and losses included in earnings
          9             242  
Unrealized gains (losses) included in other comprehensive income
    35             11       (220 )
Purchases, issuances and settlements
    (98 )     (14 )           12  
                                 
Asset (liability) balances at September 30, 2009
  $ 475     $ 92     $ (15 )   $ (623 )
                                 
 
The estimated fair value of our long-term debt was $25.111 billion and $20.225 billion at September 30, 2009 and December 31, 2008, respectively, compared to carrying amounts aggregating $25.914 billion and $26.989 billion, respectively. The estimates of fair value are generally based upon the quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities.
 
NOTE 7 — CONTINGENCIES
 
We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. The resolution of any such lawsuits, claims or legal and regulatory proceedings could have a material, adverse effect on our results of operations or financial position in a given period.


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 7 — CONTINGENCIES (continued)
 
We are subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or wrongful restriction of, or interference with, physicians’ staff privileges. In certain of these actions the claimants may seek punitive damages against us which may not be covered by insurance. It is management’s opinion that the ultimate resolution of these pending claims and legal proceedings will not have a material, adverse effect on our results of operations or financial position.
 
NOTE 8 — COMPREHENSIVE INCOME AND CAPITAL STRUCTURE
 
The components of comprehensive income, net of related taxes, for the quarters and nine months ended September 30, 2009 and 2008 are only attributable to HCA Inc. and are as follows (dollars in millions):
 
                                 
    Quarter     Nine Months  
    2009     2008     2009     2008  
 
Net income attributable to HCA Inc. 
  $ 196     $ 86     $ 838     $ 397  
Change in fair value of derivative instruments
    (31 )     (23 )     23       5  
Change in fair value of available-for-sale securities
    32       (8 )     47       (19 )
Foreign currency translation adjustments
    (10 )     (24 )     22       (24 )
Defined benefit plans
    2             7       (1 )
                                 
Comprehensive income
  $ 189     $ 31     $ 937     $ 358  
                                 
 
The components of accumulated other comprehensive loss, net of related taxes, are as follows (dollars in millions):
 
                 
    September 30,
    December 31,
 
    2009     2008  
 
Change in fair value of derivative instruments
  $ (417 )   $ (440 )
Change in fair value of available-for-sale securities
    17       (30 )
Foreign currency translation adjustments
    (6 )     (28 )
Defined benefit plans
    (99 )     (106 )
                 
Accumulated other comprehensive loss
  $ (505 )   $ (604 )
                 
 
The changes in stockholders’ deficit, including changes in stockholders’ deficit attributable to HCA Inc. and changes in equity attributable to noncontrolling interests are as follows (dollars in millions):
 
                                                         
    Equity (Deficit) Attributable to HCA Inc.              
                Capital in
    Accumulated
          Equity
       
    Common Stock     Excess of
    Other
          Attributable to
       
    Shares
    Par
    Par
    Comprehensive
    Retained
    Noncontrolling
       
    (000)     Value     Value     Loss     Deficit     Interests     Total  
 
Balances, December 31, 2008
    94,367     $ 1     $ 165     $ (604 )   $ (9,817 )   $ 995     $ (9,260 )
Net income
                            838       233       1,071  
Other comprehensive income
                      99                   99  
Distributions
                                  (254 )     (254 )
Share-based benefit plans
    248             28                         28  
Other
                11                   16       27  
                                                         
Balances, September 30, 2009
    94,615     $ 1     $ 204     $ (505 )   $ (8,979 )   $ 990     $ (8,289 )
                                                         


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
NOTE 9 — SEGMENT AND GEOGRAPHIC INFORMATION
 
We operate in one line of business, which is operating hospitals and related health care entities. During the quarters ended September 30, 2009 and 2008, approximately 22% of our patient revenues related to patients participating in the fee-for-service Medicare program. During the nine months ended September 30, 2009 and 2008, approximately 23% of our patient revenues related to patients participating in the fee-for-service Medicare program.
 
Our operations are structured into three geographically organized groups: the Eastern Group includes 48 consolidating hospitals located in the Eastern United States, the Central Group includes 47 consolidating hospitals located in the Central United States and the Western Group includes 54 consolidating hospitals located in the Western United States. We also operate six consolidating hospitals in England, and these facilities are included in the Corporate and other group.
 
Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, losses (gains) on sales of facilities, impairment of long-lived assets, income taxes and noncontrolling interests. We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance. Adjusted segment EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. Adjusted segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from adjusted segment EBITDA are significant components in understanding and assessing financial performance. Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. The geographic distributions of our revenues, equity in earnings of affiliates, adjusted segment EBITDA and depreciation and amortization are summarized in the following table (dollars in millions):
 
                                 
    Quarter     Nine Months  
    2009     2008     2009     2008  
 
Revenues:
                               
Central Group
  $ 1,823     $ 1,663     $ 5,431     $ 5,007  
Eastern Group
    2,191       2,059       6,647       6,382  
Western Group
    3,291       3,037       9,720       8,976  
Corporate and other
    228       243       649       744  
                                 
    $ 7,533     $ 7,002     $ 22,447     $ 21,109  
                                 
Equity in earnings of affiliates:
                               
Central Group
  $     $     $ (2 )   $ (1 )
Eastern Group
    (1 )     (1 )     (2 )     (2 )
Western Group
    (53 )     (42 )     (179 )     (168 )
Corporate and other
    1       2       1       1  
                                 
    $ (53 )   $ (41 )   $ (182 )   $ (170 )
                                 
Adjusted segment EBITDA:
                               
Central Group
  $ 328     $ 240     $ 1,023     $ 791  
Eastern Group
    312       277       1,085       931  
Western Group
    666       541       2,111       1,661  
Corporate and other
    (33 )     (5 )     (90 )     (46 )
                                 
    $ 1,273     $ 1,053     $ 4,129     $ 3,337  
                                 


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 9 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
 
                                 
    Quarter     Nine Months  
    2009     2008     2009     2008  
 
Depreciation and amortization:
                               
Central Group
  $ 88     $ 88     $ 264     $ 270  
Eastern Group
    91       87       274       267  
Western Group
    144       137       434       413  
Corporate and other
    31       38       95       112  
                                 
    $ 354     $ 350     $ 1,067     $ 1,062  
                                 
Adjusted segment EBITDA
  $ 1,273     $ 1,053     $ 4,129     $ 3,337  
Depreciation and amortization
    354       350       1,067       1,062  
Interest expense
    510       497       1,487       1,521  
Losses (gains) on sales of facilities
          (50 )     8       (90 )
Impairment of long-lived assets
    3       44       16       53  
                                 
Income before income taxes
  $ 406     $ 212     $ 1,551     $ 791  
                                 
 
NOTE 10 — ACQUISITIONS, DISPOSITIONS AND IMPAIRMENT OF LONG-LIVED ASSETS
 
During the nine months ended September 30, 2009, we paid $42 million to acquire nonhospital health care entities. During the nine months ended September 30, 2008, we paid $18 million to acquire one hospital and $58 million to acquire other health care entities.
 
During the nine months ended September 30, 2009, we received proceeds of $39 million and recognized a net pretax loss of $8 million related to sales of hospital facilities and other investments. During the quarter and nine months ended September 30, 2008, we received proceeds of $75 million and $185 million, respectively, and recognized net pretax gains on sales of facilities of $50 million and $90 million, respectively. For the quarter ended September 30, 2008, the $50 million pretax gain is comprised of a $39 million pretax gain on the sale of a hospital facility and $11 million of net pretax gains on the sales of other health care entity investments. For the nine months ended September 30, 2008, the $90 million pretax gain includes $86 million of net pretax gains on sales of hospital facilities and $4 million of net pretax gains on sales of real estate and other health care entity investments.
 
During the quarter and nine months ended September 30, 2009, we recorded charges of $3 million and $16 million, respectively, to adjust the values of certain real estate investments in our Central Group to estimated fair value. During the quarter and nine months ended September 30, 2008, we recorded impairment charges of $44 million and $53 million, respectively. The $44 million impairment charge for the quarter ended September 30, 2008 related to adjusting the value of goodwill for other health care entity investments in our Eastern Group to estimated fair value. The additional $9 million impairment charge included in our operating results for the nine months ended September 30, 2008 related to adjusting the value of certain hospital facilities in our Central Group to estimated fair value.

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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
 
Our senior secured credit facilities and senior secured notes are fully and unconditionally guaranteed by substantially all existing and future, direct and indirect, wholly-owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our senior secured asset-based revolving credit facility).
 
Our summarized condensed consolidating balance sheets at September 30, 2009 and December 31, 2008 and condensed consolidating statements of income for the quarters and nine months ended September 30, 2009 and 2008 and condensed consolidating statements of cash flows for the nine months ended September 30, 2009 and 2008, segregating the parent company issuer, the subsidiary guarantors, the subsidiary non-guarantors and eliminations, follow:
 
HCA INC.
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE QUARTER ENDED SEPTEMBER 30, 2009
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Revenues
  $     $ 4,387     $ 3,146     $     $ 7,533  
                                         
Salaries and benefits
          1,796       1,217             3,013  
Supplies
          701       505             1,206  
Other operating expenses
    1       634       549             1,184  
Provision for doubtful accounts
          577       333             910  
Equity in earnings of affiliates
    (560 )     (19 )     (34 )     560       (53 )
Depreciation and amortization
          196       158             354  
Interest expense (income)
    608       (83 )     (15 )           510  
Impairment of long-lived assets
          2       1             3  
Management fees
          (116 )     116              
                                         
      49       3,688       2,830       560       7,127  
                                         
Income (loss) before income taxes
    (49 )     699       316       (560 )     406  
Provision for income taxes
    (245 )     273       104             132  
                                         
Net income
    196       426       212       (560 )     274  
Net income attributable to noncontrolling interests
          13       65             78  
                                         
Net income attributable to HCA Inc. 
  $ 196     $ 413     $ 147     $ (560 )   $ 196  
                                         


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE QUARTER ENDED SEPTEMBER 30, 2008
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Revenues
  $     $ 4,032     $ 2,970     $     $ 7,002  
                                         
Salaries and benefits
          1,722       1,161             2,883  
Supplies
          657       484             1,141  
Other operating expenses
    (3 )     635       515             1,147  
Provision for doubtful accounts
          471       348             819  
Equity in earnings of affiliates
    (432 )     (14 )     (27 )     432       (41 )
Depreciation and amortization
          190       160             350  
Interest expense (income)
    541       (23 )     (21 )           497  
Gains on sales of facilities
          (8 )     (42 )           (50 )
Impairment of long-lived assets
                44             44  
Management fees
          (109 )     109              
                                         
      106       3,521       2,731       432       6,790  
                                         
Income (loss) before income taxes
    (106 )     511       239       (432 )     212  
Provision for income taxes
    (192 )     196       72             76  
                                         
Net income
    86       315       167       (432 )     136  
Net income attributable to noncontrolling interests
          13       37             50  
                                         
Net income attributable to HCA Inc. 
  $ 86     $ 302     $ 130     $ (432 )   $ 86  
                                         


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Revenues
  $     $ 13,200     $ 9,247     $     $ 22,447  
                                         
Salaries and benefits
          5,311       3,569             8,880  
Supplies
          2,134       1,493             3,627  
Other operating expenses
    13       1,870       1,527             3,410  
Provision for doubtful accounts
          1,631       952             2,583  
Equity in earnings of affiliates
    (1,939 )     (67 )     (115 )     1,939       (182 )
Depreciation and amortization
          592       475             1,067  
Interest expense (income)
    1,733       (219 )     (27 )           1,487  
Losses on sales of facilities
          6       2             8  
Impairment of long-lived assets
          15       1             16  
Management fees
          (347 )     347              
                                         
      (193 )     10,926       8,224       1,939       20,896  
                                         
Income before income taxes
    193       2,274       1,023       (1,939 )     1,551  
Provision for income taxes
    (645 )     816       309             480  
                                         
Net income
    838       1,458       714       (1,939 )     1,071  
Net income attributable to noncontrolling interests
          39       194             233  
                                         
Net income attributable to HCA Inc. 
  $ 838     $ 1,419     $ 520     $ (1,939 )   $ 838  
                                         


19


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Revenues
  $     $ 12,229     $ 8,880     $     $ 21,109  
                                         
Salaries and benefits
          5,128       3,435             8,563  
Supplies
          1,999       1,464             3,463  
Other operating expenses
    (1 )     1,846       1,551             3,396  
Provision for doubtful accounts
          1,527       993             2,520  
Equity in earnings of affiliates
    (1,420 )     (63 )     (107 )     1,420       (170 )
Depreciation and amortization
          579       483             1,062  
Interest expense (income)
    1,624       (42 )     (61 )           1,521  
Gains on sales of facilities
                (90 )           (90 )
Impairment of long-lived assets
                53             53  
Management fees
          (329 )     329              
                                         
      203       10,645       8,050       1,420       20,318  
                                         
Income (loss) before income taxes
    (203 )     1,584       830       (1,420 )     791  
Provision for income taxes
    (600 )     571       262             233  
                                         
Net income
    397       1,013       568       (1,420 )     558  
Net income attributable to noncontrolling interests
          39       122             161  
                                         
Net income attributable to HCA Inc. 
  $ 397     $ 974     $ 446     $ (1,420 )   $ 397  
                                         


20


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2009
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
ASSETS
                                       
Current assets:
                                       
Cash and cash equivalents
  $     $ 108     $ 335     $     $ 443  
Accounts receivable, net
          2,046       1,453             3,499  
Inventories
          453       292             745  
Deferred income taxes
    1,099                         1,099  
Other
    45       180       290             515  
                                         
      1,144       2,787       2,370             6,301  
                                         
Property and equipment, net
          7,010       4,341             11,351  
Investments of insurance subsidiary
                1,371             1,371  
Investments in and advances to affiliates
          240       615             855  
Goodwill
          1,659       937             2,596  
Deferred loan costs
    436                         436  
Investments in and advances to subsidiaries
    21,229                   (21,229 )      
Other
    1,082       20       108             1,210  
                                         
    $ 23,891     $ 11,716     $ 9,742     $ (21,229 )   $ 24,120  
                                         
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
                                       
Current liabilities:
                                       
Accounts payable
  $     $ 738     $ 461     $     $ 1,199  
Accrued salaries
          607       347             954  
Other accrued expenses
    392       341       583             1,316  
Long-term debt due within one year
    609       4       22             635  
                                         
      1,001       1,690       1,413             4,104  
                                         
Long-term debt
    24,853       96       330             25,279  
Intercompany balances
    5,910       (9,770 )     3,860              
Professional liability risks
                1,097             1,097  
Income taxes and other liabilities
    1,259       374       149             1,782  
                                         
      33,023       (7,610 )     6,849             32,262  
Equity securities with contingent redemption rights
    147                         147  
Stockholders’ (deficit) equity attributable to HCA Inc. 
    (9,279 )     19,207       2,022       (21,229 )     (9,279 )
Noncontrolling interests
          119       871             990  
                                         
      (9,279 )     19,326       2,893       (21,229 )     (8,289 )
                                         
    $ 23,891     $ 11,716     $ 9,742     $ (21,229 )   $ 24,120  
                                         


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HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2008
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
ASSETS
                                       
Current assets:
                                       
Cash and cash equivalents
  $     $ 134     $ 331     $     $ 465  
Accounts receivable, net
          2,214       1,566             3,780  
Inventories
          455       282             737  
Deferred income taxes
    914                         914  
Other
          140       265             405  
                                         
      914       2,943       2,444             6,301  
                                         
Property and equipment, net
          7,122       4,407             11,529  
Investments of insurance subsidiary
                1,422             1,422  
Investments in and advances to affiliates
          243       599             842  
Goodwill
          1,643       937             2,580  
Deferred loan costs
    458                         458  
Investments in and advances to subsidiaries
    19,290                   (19,290 )      
Other
    1,050       31       67             1,148  
                                         
    $ 21,712     $ 11,982     $ 9,876     $ (19,290 )   $ 24,280  
                                         
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
                                       
Current liabilities:
                                       
Accounts payable
  $     $ 881     $ 489     $     $ 1,370  
Accrued salaries
          549       305             854  
Other accrued expenses
    435       284       563             1,282  
Long-term debt due within one year
    355             49             404  
                                         
      790       1,714       1,406             3,910  
                                         
Long-term debt
    26,089       99       397             26,585  
Intercompany balances
    3,663       (8,136 )     4,473              
Professional liability risks
                1,108             1,108  
Income taxes and other liabilities
    1,270       379       133             1,782  
                                         
      31,812       (5,944 )     7,517             33,385  
Equity securities with contingent redemption rights
    155                         155  
Stockholders’ (deficit) equity attributable to HCA Inc. 
    (10,255 )     17,788       1,502       (19,290 )     (10,255 )
Noncontrolling interests
          138       857             995  
                                         
      (10,255 )     17,926       2,359       (19,290 )     (9,260 )
                                         
    $ 21,712     $ 11,982     $ 9,876     $ (19,290 )   $ 24,280  
                                         


22


Table of Contents

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Cash flows from operating activities:
                                       
Net income
  $ 838     $ 1,458     $ 714     $ (1,939 )   $ 1,071  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
                                       
Increase (decrease) in cash from operating assets and liabilities
    201       (1,475 )     (862 )           (2,136 )
Provision for doubtful accounts
          1,631       952             2,583  
Depreciation and amortization
          592       475             1,067  
Income taxes
    (485 )                       (485 )
Losses on sales of facilities
          6       2             8  
Impairments of long-lived assets
          15       1             16  
Amortization of deferred loan costs
    60                         60  
Pay-in-kind interest
    58                         58  
Share-based compensation
    21                         21  
Equity in earnings of affiliates
    (1,939 )                 1,939        
Other
    42       5       5             52  
                                         
Net cash (used in) provided by operating activities
    (1,204 )     2,232       1,287             2,315  
                                         
Cash flows from investing activities:
                                       
Purchase of property and equipment
          (522 )     (393 )           (915 )
Acquisition of hospitals and health care entities
          (38 )     (4 )           (42 )
Disposition of hospitals and health care entities
          18       21             39  
Change in investments
          9       104             113  
Other
          (18 )     16             (2 )
                                         
Net cash used in investing activities
          (551 )     (256 )           (807 )
                                         
Cash flows from financing activities:
                                       
Issuance of long-term debt
    2,979                         2,979  
Net change in revolving credit facilities
    (1,125 )                       (1,125 )
Repayment of long-term debt
    (2,960 )     (6 )     (84 )           (3,050 )
Distributions to noncontrolling interests
          (58 )     (196 )           (254 )
Changes in intercompany balances with affiliates, net
    2,397       (1,643 )     (754 )            
Payment of debt issuance costs
    (68 )                       (68 )
Other
    (19 )           7             (12 )
                                         
Net cash provided by (used in) financing activities
    1,204       (1,707 )     (1,027 )           (1,530 )
                                         
Change in cash and cash equivalents
          (26 )     4             (22 )
Cash and cash equivalents at beginning of period
          134       331             465  
                                         
Cash and cash equivalents at end of period
  $     $ 108     $ 335     $     $ 443  
                                         


23


Table of Contents

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Cash flows from operating activities:
                                       
Net income
  $ 397     $ 1,013     $ 568     $ (1,420 )   $ 558  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
                                       
Increase (decrease) in cash from operating assets and liabilities
    100       (1,627 )     (893 )           (2,420 )
Provision for doubtful accounts
          1,527       993             2,520  
Depreciation and amortization
          579       483             1,062  
Income taxes
    (379 )                       (379 )
Gains on sales of facilities
                (90 )           (90 )
Impairment of long-lived assets
                53             53  
Amortization of deferred loan costs
    59                         59  
Share-based compensation
    25                         25  
Equity in earnings of affiliates
    (1,420 )                 1,420        
Other
    6       18       3             27  
                                         
Net cash (used in) provided by operating activities
    (1,212 )     1,510       1,117             1,415  
                                         
Cash flows from investing activities:
                                       
Purchase of property and equipment
          (579 )     (536 )           (1,115 )
Acquisition of hospitals and health care entities
          (25 )     (51 )           (76 )
Disposition of hospitals and health care entities
          20       165             185  
Change in investments
          (13 )     43             30  
Other
          (2 )     6             4  
                                         
Net cash used in investing activities
          (599 )     (373 )           (972 )
                                         
Cash flows from financing activities:
                                       
Issuance of long-term debt
                4             4  
Net change in revolving credit facilities
    530                         530  
Repayment of long-term debt
    (699 )     (3 )     (73 )           (775 )
Distributions to noncontrolling interests
          (20 )     (121 )           (141 )
Changes in intercompany balances with affiliates, net
    1,382       (934 )     (448 )            
Other
    (1 )           (9 )           (10 )
                                         
Net cash provided by (used in) financing activities
    1,212       (957 )     (647 )           (392 )
                                         
Change in cash and cash equivalents
          (46 )     97             51  
Cash and cash equivalents at beginning of period
          165       228             393  
                                         
Cash and cash equivalents at end of period
  $     $ 119     $ 325     $     $ 444  
                                         


24


Table of Contents

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements
 
This quarterly report on Form 10-Q includes certain disclosures which contain “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, that could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to, (1) the ability to recognize the benefits of the Recapitalization, (2) the impact of the substantial indebtedness incurred to finance the Recapitalization and the ability to refinance such indebtedness on acceptable terms, (3) the possible enactment of federal or state health care reform and changes in federal, state or local laws or regulations affecting the health care industry, (4) increases, particularly in the current economic downturn, in the amount and risk of collectibility of uninsured accounts, and deductibles and copayment amounts for insured accounts, (5) the ability to achieve operating and financial targets, attain expected levels of patient volumes and control the costs of providing services, (6) possible changes in the Medicare, Medicaid and other state programs, including Medicaid supplemental payments pursuant to upper payment limit (“UPL”) programs, that may impact reimbursements to health care providers and insurers, (7) the highly competitive nature of the health care business, (8) changes in revenue mix, including potential declines in the population covered under managed care agreements due to the current economic downturn, and the ability to enter into and renew managed care provider agreements on acceptable terms, (9) the efforts of insurers, health care providers and others to contain health care costs, (10) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (11) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (13) changes in accounting practices, (14) changes in general economic conditions nationally and regionally in our markets, (15) future divestitures which may result in charges, (16) changes in business strategy or development plans, (17) delays in receiving payments for services provided, (18) the outcome of pending and any future tax audits, appeals and litigation associated with our tax positions, (19) potential liabilities and other claims that may be asserted against us, and (20) other risk factors described in our annual report on Form 10-K and other filings with the Securities and Exchange Commission. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those expressed in any forward-looking statements made by or on behalf of HCA. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report, which forward-looking statements reflect management’s views only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
 
Third Quarter 2009 Operations Summary
 
Net income attributable to HCA Inc. totaled $196 million for the quarter ended September 30, 2009, compared to $86 million for the quarter ended September 30, 2008. Revenues increased to $7.533 billion in the third quarter of 2009 from $7.002 billion in the third quarter of 2008. No gains or losses on sales of facilities were recognized during the third quarter of 2009, compared to gains on sales of facilities of $50 million being recognized during the third quarter of 2008. Third quarter 2009 results include an impairment of long-lived assets of $3 million, compared to an impairment of long-lived assets of $44 million for the third quarter of 2008.
 
Revenues increased 7.6% on a consolidated basis and 7.7% on a same facility basis for the quarter ended September 30, 2009 compared to the quarter ended September 30, 2008. The increase in consolidated revenues can be attributed to the combined impact of a 2.7% increase in revenue per equivalent admission and a 4.7% increase in equivalent admissions. The same facility revenues increase resulted from the combined impact of a 2.8% increase in same facility revenue per equivalent admission and a 4.8% increase in same facility equivalent admissions.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Third Quarter 2009 Operations Summary (continued)
 
During the quarter ended September 30, 2009, consolidated admissions and same facility admissions each increased 2.7% compared to the quarter ended September 30, 2008. Inpatient surgeries increased 3.2% on a consolidated basis and increased 1.9% on a same facility basis during the quarter ended September 30, 2009, compared to the quarter ended September 30, 2008. Outpatient surgeries increased 1.3% on a consolidated basis and increased 0.8% on a same facility basis during the quarter ended September 30, 2009, compared to the quarter ended September 30, 2008. Emergency department visits increased 10.6% on a consolidated basis and increased 11.1% on a same facility basis during the quarter ended September 30, 2009, compared to the quarter ended September 30, 2008.
 
For the quarter ended September 30, 2009, the provision for doubtful accounts increased $91 million to 12.1% of revenues, from 11.7% of revenues for the quarter ended September 30, 2008. The combined self-pay revenue deductions for charity care and uninsured discounts increased $368 million during the third quarter of 2009, compared to the third quarter of 2008. Same facility uninsured admissions increased 8.2% and same facility uninsured emergency room visits increased 12.0% for the quarter ended September 30, 2009 compared to the quarter ended September 30, 2008.
 
Results of Operations
 
Revenue/Volume Trends
 
Our revenues depend upon inpatient occupancy levels, the ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient procedures and the charge and negotiated payment rates for such services. Gross charges typically do not reflect what our facilities are actually paid. Our facilities have entered into agreements with third-party payers, including government programs and managed care health plans, under which the facilities are paid based upon the cost of providing services, predetermined rates per diagnosis, fixed per diem rates or discounts from gross charges. We do not pursue collection of amounts related to patients who meet our guidelines to qualify for charity care; therefore, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care that are similar to the discounts provided to many local managed care plans.
 
Revenues increased 7.6% from $7.002 billion in the third quarter of 2008 to $7.533 billion in the third quarter of 2009. The increase in consolidated revenues can be attributed to the combined impact of a 2.7% increase in revenue per equivalent admission and a 4.7% increase in equivalent admissions. Same facility revenues increased 7.7% from $6.862 billion in the third quarter of 2008 to $7.392 billion in the third quarter of 2009. The increase in same facility revenues can be attributed to the combined impact of a 2.8% increase in same facility revenue per equivalent admission and a 4.8% increase in same facility equivalent admissions.
 
Consolidated admissions and same facility admissions each increased 2.7% compared to the third quarter of 2008. Consolidated outpatient surgeries increased 1.3% and same facility outpatient surgeries increased 0.8% in the third quarter of 2009, compared to the third quarter of 2008. Consolidated inpatient surgeries increased 3.2% and same facility inpatient surgeries increased 1.9% in the third quarter of 2009, compared to the third quarter of 2008. Emergency department visits increased 10.6% on a consolidated basis and increased 11.1% on a same facility basis during the quarter ended September 30, 2009, compared to the quarter ended September 30, 2008.
 
Same facility uninsured admissions increased by 2,017 admissions, or 8.2%, in the third quarter of 2009 compared to the third quarter of 2008. Same facility uninsured admissions in 2009, compared to 2008, increased 10.4% in the second quarter of 2009 and declined 0.1% in the first quarter of 2009. The quarterly trend of same facility uninsured admissions growth during 2008, compared to 2007, was 5.3% during the first quarter, 1.0% during the second quarter, 0.9% during the third quarter and a decline of 0.4% during the fourth quarter.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Results of Operations (continued)
 

Revenue/Volume Trends (continued)
 
The approximate percentages of our admissions related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and other insurers and the uninsured for the quarters and nine months ended September 30, 2009 and 2008 are set forth in the following table.
 
                                 
    Quarter     Nine Months  
    2009     2008     2009     2008  
 
Medicare
    32 %     33 %     34 %     35 %
Managed Medicare
    10       9       10       9  
Medicaid
    9       8       9       8  
Managed Medicaid
    8       7       7       7  
Managed care and other insurers
    34       36       33       35  
Uninsured
    7       7       7       6  
                                 
      100 %     100 %     100 %     100 %
                                 
 
The approximate percentages of our inpatient revenues related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and other insurers and the uninsured for the quarters and nine months ended September 30, 2009 and 2008 are set forth in the following table.
 
                                 
    Quarter     Nine Months  
    2009     2008     2009     2008  
 
Medicare
    29 %     30 %     31 %     31 %
Managed Medicare
    8       8       8       8  
Medicaid
    8       8       8       7  
Managed Medicaid
    4       4       4       3  
Managed care and other insurers
    45       45       44       45  
Uninsured
    6       5       5       6  
                                 
      100 %     100 %     100 %     100 %
                                 
 
At September 30, 2009, we had 73 hospitals in the states of Texas and Florida. During the third quarter of 2009, 57% of our admissions and 51% of our revenues were generated by these hospitals. Uninsured admissions in Texas and Florida represented 63% of our uninsured admissions during the third quarter of 2009.
 
We receive a significant portion of our revenues from government health programs, principally Medicare and Medicaid, which are highly regulated and subject to frequent and substantial changes. We have increased the indigent care services we provide in several communities in the state of Texas, in affiliation with other hospitals. The state of Texas has been involved in the effort to increase the indigent care provided by private hospitals. As a result of this additional indigent care provided by private hospitals, public hospital districts or counties in Texas have available funds that were previously devoted to indigent care. The public hospital districts or counties are under no contractual or legal obligation to provide such indigent care. The public hospital districts or counties have elected to transfer some portion of these available funds to the state’s Medicaid program. Such action is at the sole discretion of the public hospital districts or counties. It is anticipated that these contributions to the state will be matched with federal Medicaid funds. The state then may make supplemental payments to hospitals in the state for Medicaid services rendered. Hospitals receiving Medicaid supplemental payments may include those that are providing additional indigent care services. Such payments must be within the federal UPL established by federal regulation. Our Texas Medicaid revenues included $115 million and $100 million during the third quarters of 2009 and 2008, respectively, and $276 million and $194 million during the first nine months of 2009 and 2008, respectively, of Medicaid supplemental payments pursuant to UPL programs.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Results of Operations (continued)
 
Operating Results Summary
 
The following are comparative summaries of results from operations for the quarters and nine months ended September 30, 2009 and 2008 (dollars in millions):
 
                                 
    Quarter  
    2009     2008  
    Amount     Ratio     Amount     Ratio  
 
Revenues
  $ 7,533       100.0     $ 7,002       100.0  
                                 
Salaries and benefits
    3,013       40.0       2,883       41.2  
Supplies
    1,206       16.0       1,141       16.3  
Other operating expenses
    1,184       15.7       1,147       16.4  
Provision for doubtful accounts
    910       12.1       819       11.7  
Equity in earnings of affiliates
    (53 )     (0.7 )     (41 )     (0.6 )
Depreciation and amortization
    354       4.7       350       5.0  
Interest expense
    510       6.8       497       7.1  
Gains on sales of facilities
                (50 )     (0.7 )
Impairment of long-lived assets
    3             44       0.6  
                                 
      7,127       94.6       6,790       97.0  
                                 
Income before income taxes
    406       5.4       212       3.0  
Provision for income taxes
    132       1.8       76       1.1  
                                 
Net income
    274       3.6       136       1.9  
Net income attributable to noncontrolling interests
    78       1.0       50       0.7  
                                 
Net income attributable to HCA Inc. 
  $ 196       2.6     $ 86       1.2  
                                 
% changes from prior year:
                               
Revenues
    7.6 %             6.6 %        
Income before income taxes
    91.5               (44.7 )        
Net income attributable to HCA Inc. 
    126.0               (71.1 )        
Admissions(a)
    2.7               (1.1 )        
Equivalent admissions(b)
    4.7               0.7          
Revenue per equivalent admission
    2.7               5.9          
Same facility % changes from prior year(c):
                               
Revenues
    7.7               7.7          
Admissions(a)
    2.7               0.4          
Equivalent admissions(b)
    4.8               1.9          
Revenue per equivalent admission
    2.8               5.7          
 


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Results of Operations (continued)
 

Operating Results Summary (continued)
 
                                 
    Nine Months  
    2009     2008  
    Amount     Ratio     Amount     Ratio  
 
Revenues
  $ 22,447       100.0     $ 21,109       100.0  
                                 
Salaries and benefits
    8,880       39.6       8,563       40.6  
Supplies
    3,627       16.2       3,463       16.4  
Other operating expenses
    3,410       15.1       3,396       16.1  
Provision for doubtful accounts
    2,583       11.5       2,520       11.9  
Equity in earnings of affiliates
    (182 )     (0.8 )     (170 )     (0.8 )
Depreciation and amortization
    1,067       4.8       1,062       5.0  
Interest expense
    1,487       6.6       1,521       7.2  
Losses (gains) on sales of facilities
    8             (90 )     (0.4 )
Impairment of long-lived assets
    16       0.1       53       0.3  
                                 
      20,896       93.1       20,318       96.3  
                                 
Income before income taxes
    1,551       6.9       791       3.7  
Provision for income taxes
    480       2.1       233       1.1  
                                 
Net income
    1,071       4.8       558       2.6  
Net income attributable to noncontrolling interests
    233       1.1       161       0.7  
                                 
Net income attributable to HCA Inc. 
  $ 838       3.7     $ 397       1.9  
                                 
% changes from prior year:
                               
Revenues
    6.3 %             5.7 %        
Income before income taxes
    96.1               (21.0 )        
Net income attributable to HCA Inc. 
    110.9               (33.3 )        
Admissions(a)
    0.8               (0.6 )        
Equivalent admissions(b)
    3.3               0.5          
Revenue per equivalent admission
    2.9               5.1          
Same facility % changes from prior year(c):
                               
Revenues
    6.7               7.0          
Admissions(a)
    1.2               0.9          
Equivalent admissions(b)
    3.8               1.7          
Revenue per equivalent admission
    2.8               5.2          
 
 
(a) Represents the total number of patients admitted to our hospitals and is used by management and certain investors as a general measure of inpatient volume.
 
(b) Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient revenues and gross outpatient revenues and then dividing the resulting amount by gross inpatient revenues. The equivalent admissions computation “equates” outpatient revenues to the volume measure (admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume.
 
(c) Same facility information excludes the operations of hospitals and their related facilities which were either acquired or divested during the current and prior period.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Results of Operations (continued)
 
 
Quarters Ended September 30, 2009 and 2008
 
Net income attributable to HCA Inc. totaled $196 million for the third quarter of 2009 compared to $86 million for the third quarter of 2008. Revenues increased 7.6% due to the combined impact of revenue per equivalent admission growth of 2.7% and an increase of 4.7% in equivalent admissions for the third quarter of 2009 compared to the third quarter of 2008.
 
For the third quarter of 2009, consolidated admissions and same facility admissions each increased 2.7% compared to the third quarter of 2008. Outpatient surgical volumes increased 1.3% on a consolidated basis and increased 0.8% on a same facility basis during the third quarter of 2009, compared to the third quarter of 2008. Consolidated inpatient surgeries increased 3.2% and same facility inpatient surgeries increased 1.9% in the third quarter of 2009, compared to the third quarter of 2008. Emergency department visits increased 10.6% on a consolidated basis and increased 11.1% on a same facility basis during the quarter ended September 30, 2009, compared to the quarter ended September 30, 2008.
 
Salaries and benefits, as a percentage of revenues, were 40.0% in the third quarter of 2009 and 41.2% in the same quarter of 2008. Salaries and benefits per equivalent admission declined 0.2% in the third quarter of 2009 compared to the third quarter of 2008. Same facility labor rate increases averaged 3.3% for the third quarter of 2009 compared to the third quarter of 2008.
 
Supplies, as a percentage of revenues, were 16.0% in the third quarter of 2009 and 16.3% in the third quarter of 2008. Supply cost per equivalent admission increased 0.9% in the third quarter of 2009 compared to the third quarter of 2008. Same facility supply costs increased 9.6% for medical devices, 3.9% for pharmacy supplies, 8.5% for blood products and 6.5% for general medical and surgical items in the third quarter of 2009 compared to the third quarter of 2008.
 
Other operating expenses, as a percentage of revenues, declined to 15.7% in the third quarter of 2009 compared to 16.4% in the third quarter of 2008. Other operating expenses is primarily comprised of contract services, professional fees, repairs and maintenance, rents and leases, utilities, insurance (including professional liability insurance) and nonincome taxes. The overall decline in other operating expenses, as a percentage of revenues, is comprised of relatively small reductions in several areas, including repairs and maintenance, utilities, employee recruitment and travel and entertainment. Other operating expenses include $57 million and $22 million of indigent care costs in certain Texas markets during the third quarters of 2009 and 2008, respectively. Provisions for losses related to professional liability risks were $60 million and $32 million for the third quarters of 2009 and 2008, respectively. We recorded $15 million of expense related to the hurricanes that occurred during the third quarter of 2008.
 
Provision for doubtful accounts increased $91 million, from $819 million in the third quarter of 2008 to $910 million in the third quarter of 2009, and as a percentage of revenues, increased to 12.1% in the third quarter of 2009 compared to 11.7% in the third quarter of 2008. The provision for doubtful accounts and the allowance for doubtful accounts relate primarily to uninsured amounts due directly from patients. The combined self-pay revenue deductions for charity care and uninsured discounts increased $368 million during the third quarter of 2009, compared to the third quarter of 2008. The sum of the provision for doubtful accounts, uninsured discounts and charity care, as a percentage of the sum of net revenues, uninsured discounts and charity care, was 24.9% for the third quarter of 2009, compared to 21.9% for the third quarter of 2008. At September 30, 2009, our allowance for doubtful accounts represented approximately 95% of the $6.244 billion total patient due accounts receivable balance, including accounts, net of estimated contractual discounts, related to patients for which eligibility for Medicaid assistance or charity was being evaluated.
 
Equity in earnings of affiliates increased from $41 million in the third quarter of 2008 to $53 million in the third quarter of 2009. Equity in earnings of affiliates relates primarily to our Denver, Colorado market joint venture.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Results of Operations (continued)
 

Quarters Ended September 30, 2009 and 2008 (continued)
 
Depreciation and amortization increased $4 million, from $350 million in the third quarter of 2008 to $354 million in the third quarter of 2009.
 
Interest expense increased from $497 million in the third quarter of 2008 to $510 million in the third quarter of 2009. Our average debt balance was $26.139 billion for the third quarter of 2009 compared to $27.263 billion for the third quarter of 2008. The average interest rate for our long term debt increased from 7.3% at September 30, 2008 to 7.5% at September 30, 2009.
 
During the third quarter of 2009, no gains or losses on sales of facilities were recognized. During the third quarter of 2008, we recorded net gains on sales of facilities of $50 million, which included a $39 million gain on the sale of a hospital.
 
During the third quarter of 2009, we recorded asset impairment charges of $3 million to adjust the value of certain real estate investments to estimated fair value. During the third quarter of 2008, we recorded asset impairment charges of $44 million to adjust the value of goodwill of health care entity investments to estimated fair value.
 
The effective tax rate was 40.2% and 46.8% for the third quarters of 2009 and 2008, respectively. The effective tax rate computations exclude net income attributable to noncontrolling interests as it relates to consolidated partnerships. Excluding the effect of interest expense related to taxing authority examinations, the effective tax rate for the third quarters of 2009 and 2008 would have been 39.6% and 41.3%, respectively.
 
Net income attributable to noncontrolling interests increased from $50 million for the third quarter of 2008 to $78 million for the third quarter of 2009. The increase in net income attributable to noncontrolling interests related primarily to growth in operating results of hospital joint ventures in two Texas markets.
 
Nine Months Ended September 30, 2009 and 2008
 
Net income attributable to HCA Inc. totaled $838 million in the nine months ended September 30, 2009 compared to $397 million in the nine months ended September 30, 2008. Revenues increased 6.3% due to the combined impact of revenue per equivalent admission growth of 2.9% and an increase of 3.3% in equivalent admissions for the first nine months of 2009 compared to the first nine months of 2008.
 
For the first nine months of 2009, consolidated admissions increased 0.8% and same facility admissions increased 1.2% compared to the first nine months of 2008. Outpatient surgical volumes declined 0.3% on a consolidated basis and declined 0.1% on a same facility basis during the first nine months of 2009, compared to the first nine months of 2008. Consolidated inpatient surgeries increased 0.1% and same facility inpatient surgeries increased 0.7% in the first nine months of 2009, compared to the first nine months of 2008. Emergency department visits increased 5.8% on a consolidated basis and increased 6.4% on a same facility basis during the first nine months of 2009, compared to the first nine months of 2008.
 
Salaries and benefits, as a percentage of revenues, were 39.6% in the first nine months of 2009 and 40.6% in the first nine months of 2008. Salaries and benefits per equivalent admission increased 0.4% in the first nine months of 2009 compared to the first nine months of 2008. Same facility labor rate increases averaged 3.8% for the first nine months of 2009 compared to the first nine months of 2008.
 
Supplies, as a percentage of revenues, were 16.2% in the first nine months of 2009 and 16.4% in the first nine months of 2008. Supply cost per equivalent admission increased 1.4% in the first nine months of 2009 compared to the first nine months of 2008. Same facility supply costs increased 6.4% for medical devices, 3.1% for pharmacy supplies, 6.9% for blood products and 5.4% for general medical and surgical items in the first nine months of 2009 compared to the first nine months of 2008.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Results of Operations (continued)
 
Nine Months Ended September 30, 2009 and 2008 (continued)
 
Other operating expenses, as a percentage of revenues, declined to 15.1% in the first nine months of 2009 compared to 16.1% in the first nine months of 2008. Other operating expenses is primarily comprised of contract services, professional fees, repairs and maintenance, rents and leases, utilities, insurance (including professional liability insurance) and nonincome taxes. The overall decline in other operating expenses, as a percentage of revenues, is comprised of relatively small reductions in several areas, including repairs and maintenance, utilities, employee recruitment and travel and entertainment. Other operating expenses include $145 million and $99 million of indigent care costs in certain Texas markets during the first nine months of 2009 and 2008, respectively. Provisions for losses related to professional liability risks were $154 million and $144 million for the first nine months of 2009 and 2008, respectively.
 
Provision for doubtful accounts increased $63 million, from $2.520 billion in the first nine months of 2008 to $2.583 billion in the first nine months of 2009, and as a percentage of revenues, declined to 11.5% in the first nine months of 2009 compared to 11.9% in the first nine months of 2008. The provision for doubtful accounts and the allowance for doubtful accounts relate primarily to uninsured amounts due directly from patients. While the provision for doubtful accounts decreased as a percentage of revenues, the combined self-pay revenue deductions for charity care and uninsured discounts increased $993 million for the first nine months of 2009 compared to the first nine months of 2008. The sum of the provision of doubtful accounts, uninsured discounts and charity care, as a percentage of the sum of net revenues, uninsured discounts and charity care, was 23.7% for the first nine months of 2009, compared to 21.6% for the first nine months of 2008. At September 30, 2009, our allowance for doubtful accounts represented approximately 95% of the $6.244 billion total patient due accounts receivable balance, including accounts, net of estimated contractual discounts, related to patients for which eligibility for Medicaid assistance or charity was being evaluated.
 
Equity in earnings of affiliates was $182 million and $170 million in the first nine months of 2009 and 2008, respectively. Equity in earnings of affiliates relates primarily to our Denver, Colorado market joint venture.
 
Depreciation and amortization increased $5 million, from $1.062 billion in the first nine months of 2008 to $1.067 billion in the first nine months of 2009.
 
Interest expense declined from $1.521 billion in the first nine months of 2008 to $1.487 billion in the first nine months of 2009 due primarily to a reduction in the average outstanding debt balance. Our average debt balance was $26.452 billion for the first nine months of 2009 compared to $27.313 billion for the first nine months of 2008. The average interest rate for our long term debt increased from 7.3% at September 30, 2008 to 7.5% at September 30, 2009.
 
During the first nine months of 2009, we recorded net losses on sales of facilities and other investments of $8 million. During the first nine months of 2008, we recognized net gains on sales of facilities of $90 million, which includes $86 million of net gains on the sales of hospital facilities and $4 million of net gains on sales of real estate and other health care entity investments.
 
During the first nine months of 2009, we recorded asset impairment charges of $16 million to adjust the value of certain real estate investments to estimated fair value. During the first nine months of 2008, we recorded asset impairment charges of $53 million, including a $44 million impairment charge related to adjusting the value of goodwill for other health care entity investments to estimated fair value. The additional $9 million asset impairment charge included in our operating results for the first nine months of 2008 related to adjusting the value of certain hospital facilities to estimated fair value.
 
The effective tax rate was 36.4% and 36.9% for the first nine months of 2009 and 2008, respectively. The effective tax rate computations exclude net income attributable to noncontrolling interests as it relates to consolidated partnerships.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Results of Operations (continued)
 
Nine Months Ended September 30, 2009 and 2008 (continued)
 
Net income attributable to noncontrolling interests increased from $161 million for the first nine months of 2008 to $233 million for the first nine months of 2009. The increase in net income attributable to noncontrolling interests related primarily to growth in operating results of hospital joint ventures in two Texas markets.
 
Liquidity and Capital Resources
 
Cash provided by operating activities totaled $2.315 billion in the first nine months of 2009 compared to $1.415 billion in the first nine months of 2008. The $900 million increase in cash provided by operating activities in the first nine months of 2009 compared to the first nine months of 2008 related primarily to the $513 million increase in net income and $347 million improvement from changes in operating assets and liabilities and the provision for doubtful accounts. We made $2.119 billion and $1.992 billion in interest and net tax payments in the first nine months of 2009 and 2008, respectively. Working capital totaled $2.197 billion at September 30, 2009 and $2.391 billion at December 31, 2008. The net decline in working capital at September 30, 2009 compared to December 31, 2008 is due primarily to an increase in the current portion of long-term debt.
 
Cash used in investing activities was $807 million in the first nine months of 2009 compared to $972 million in the first nine months of 2008. Excluding acquisitions, capital expenditures were $915 million in the first nine months of 2009 and $1.115 billion in the first nine months of 2008. Capital expenditures are expected to approximate $1.400 billion in 2009. At September 30, 2009, there were projects under construction which had estimated additional costs to complete and equip over the next five years of approximately $1.350 billion. We expect to finance capital expenditures with internally generated and borrowed funds. We received cash flows from our investments of $113 million and $30 million in the first nine months of 2009 and 2008, respectively. We received $39 million and $185 million from sales of hospitals and health care entities during the first nine months of 2009 and 2008, respectively.
 
Cash used in financing activities totaled $1.530 billion during the first nine months of 2009 compared to $392 million during the first nine months of 2008. During the first nine months of 2009, cash flows used in financing activities included reductions in net borrowings of $1.196 billion, payments of debt issuance costs of $68 million and distributions to noncontrolling interests of $254 million. During the first nine months of 2008, cash flows used in financing activities included reductions in net borrowings of $241 million and distributions to noncontrolling interests of $141 million.
 
Due to the Recapitalization, we are a highly leveraged company with significant debt service requirements. Our debt totaled $25.914 billion at September 30, 2009. Our interest expense was $1.521 billion for the first nine months of 2008 and $1.487 billion for the first nine months of 2009.
 
In addition to cash flows from operations, available sources of capital include amounts available under our senior secured credit facilities ($2.863 billion and $3.209 billion available as of September 30, 2009 and October 31, 2009, respectively) and anticipated access to public and private debt markets.
 
Investments of our professional liability insurance subsidiary, to maintain statutory equity and pay claims, totaled $1.525 billion and $1.622 billion at September 30, 2009 and December 31, 2008, respectively. The insurance subsidiary maintained net reserves for professional liability risks of $671 million and $782 million at September 30, 2009 and December 31, 2008, respectively. Our facilities are insured by our wholly- owned insurance subsidiary for losses up to $50 million per occurrence; however, since January 2007, this coverage is subject to a $5 million per occurrence self-insured retention. Net reserves for the self-insured professional liability risks retained were $633 million and $548 million at September 30, 2009 and December 31, 2008, respectively. Claims payments, net of reinsurance recoveries, during the next 12 months are expected to approximate $235 million. We estimate that approximately $85 million of the expected net claim payments during the next 12 months will relate to claims in the self-insured retention.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Liquidity and Capital Resources (continued)
 
During February 2009, we issued $310 million aggregate principal amount of 97/8% senior secured second lien notes due 2017 at a price of 96.673% of their face value, resulting in $300 million of gross proceeds. After the payment of related fees and expenses, we used the proceeds to repay outstanding indebtedness under our senior secured term loan facilities.
 
During April 2009, we issued $1.500 billion aggregate principal amount of 81/2% senior secured first lien notes due 2019 at a price of 96.755% of their face value, resulting in $1.451 billion of gross proceeds. After the payment of related fees and expenses, we used the proceeds to repay outstanding indebtedness under our senior secured term loan facilities.
 
During August 2009, we issued $1.250 billion aggregate principal amount of 77/8% senior secured first lien notes due 2020 at a price of 98.254% of their face value, resulting in $1.228 billion of gross proceeds. After the payment of related fees and expenses, we used the proceeds to repay outstanding indebtedness under our senior secured term loan facilities.
 
Management believes that cash flows from operations, amounts available under our senior secured credit facilities and our anticipated access to public and private debt markets will be sufficient to meet expected liquidity needs during the next twelve months.
 
Market Risk
 
We are exposed to market risk related to changes in market values of securities. The investments in debt and equity securities of our wholly-owned insurance subsidiary were $1.518 billion and $7 million, respectively, at September 30, 2009. These investments are carried at fair value, with changes in unrealized gains and losses being recorded as adjustments to other comprehensive income. At September 30, 2009, we had a net unrealized gain of $26 million on the insurance subsidiary’s investment securities.
 
We are exposed to market risk related to market illiquidity. Liquidity of the investments in debt and equity securities of our wholly-owned insurance subsidiary could be impaired by the inability to access the capital markets. Should the wholly-owned insurance subsidiary require significant amounts of cash in excess of normal cash requirements to pay claims and other expenses on short notice, we may have difficulty selling these investments in a timely manner or be forced to sell them at a price less than what we might otherwise have been able to in a normal market environment. At September 30, 2009, our wholly-owned insurance subsidiary had invested $473 million ($478 million par value) in municipal, tax-exempt student loan auction rate securities which were classified as long-term investments. The auction rate securities (“ARS”) are publicly issued securities with long-term stated maturities for which the interest rates are reset through a Dutch auction every seven to 35 days. With the liquidity issues experienced in global credit and capital markets, the ARS held by our wholly-owned insurance subsidiary have experienced multiple failed auctions, beginning on February 11, 2008, as the amount of securities submitted for sale exceeded the amount of purchase orders. There is a very limited market for the ARS at this time. We do not currently intend to attempt to sell the ARS as the liquidity needs of our insurance subsidiary are expected to be met by other investments in its investment portfolio. These securities continue to accrue and pay interest semi-annually based on the failed auction maximum rate formulas stated in their respective Official Statements. If uncertainties in the credit and capital markets continue or there are ratings downgrades on the ARS held by our insurance subsidiary, we may be required to recognize other-than-temporary impairments on these long-term investments in future periods.
 
We are also exposed to market risk related to changes in interest rates, and we periodically enter into interest rate swap agreements to manage our exposure to these fluctuations. Our interest rate swap agreements involve the exchange of fixed and variable rate interest payments between two parties, based on common notional principal amounts and maturity dates. The notional amounts of the swap agreements represent balances used to calculate the exchange of cash flows and are not our assets or liabilities. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions. The interest payments under these


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Liquidity and Capital Resources (continued)
 
Market Risk (continued)
 
agreements are settled on a net basis. These derivatives have been recognized in the financial statements at their respective fair values. Changes in the fair value of these derivatives are included in other comprehensive income.
 
With respect to our interest-bearing liabilities, approximately $1.459 billion of long-term debt at September 30, 2009 was subject to variable rates of interest, while the remaining balance in long-term debt of $24.455 billion at September 30, 2009 was subject to fixed rates of interest. Both the general level of interest rates and, for the senior secured credit facilities, our leverage affect our variable interest rates. Our variable debt is comprised primarily of amounts outstanding under the senior secured credit facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the federal funds rate plus 0.50% and (2) the prime rate of Bank of America or (b) a LIBOR rate for the currency of such borrowing for the relevant interest period. The applicable margin for borrowings under the senior secured credit facilities may fluctuate according to a leverage ratio, with the exception of term loan B where the margin is static. The average rate for our long-term debt increased from 7.3% at September 30, 2008 to 7.5% at September 30, 2009.
 
The estimated fair value of our total long-term debt was $25.111 billion at September 30, 2009. The estimates of fair value are based upon the quoted market prices for the same or similar issues of long-term debt with the same maturities. Based on a hypothetical 1% increase in interest rates, the potential annualized reduction to future pretax earnings would be approximately $15 million. To mitigate the impact of fluctuations in interest rates, we generally target a portion of our debt portfolio to be maintained at fixed rates.
 
Our international operations and foreign currency denominated loans expose us to market risks associated with foreign currencies. In order to mitigate the currency exposure related to foreign currency denominated debt service obligations, we have entered into cross currency swap agreements. A cross currency swap is an agreement between two parties to exchange a stream of principal and interest payments in one currency for a stream of principal and interest payments in another currency over a specified period. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions.
 
Pending IRS Disputes
 
At September 30, 2009, we were contesting before the IRS Appeals Division, certain claimed deficiencies and adjustments proposed by the IRS in connection with its examinations of the 2003 and 2004 federal income returns for HCA and 10 affiliates that are treated as partnerships for federal income tax purposes. The disputed items include the timing of recognition of certain patient service revenues and our method for calculating the tax allowance for doubtful accounts.
 
Six taxable periods of HCA and its predecessors ended in 1997 through 2002 and the 2002 taxable year of six affiliated partnerships, for which the primary remaining issue is the computation of the tax allowance for doubtful accounts, were pending before the IRS Examination Division as of September 30, 2009.
 
The IRS began an audit of the 2005 and 2006 federal income tax returns for HCA and seven affiliated partnerships during 2008. During the quarter ended September 30, 2009, six of the seven partnership audits were resolved with no material impact on our results of operations or financial position.
 
Management believes that adequate provisions have been recorded to satisfy final resolution of the disputed issues. Management believes that HCA, its predecessors, subsidiaries and affiliates properly reported taxable income and paid taxes in accordance with applicable laws and agreements established with the IRS and that final resolution of these disputes will not have a material, adverse effect on our results of operations or financial position. However, if payments due upon final resolution of these issues exceed our recorded estimates, such resolutions could have a material, adverse effect on our results of operations or financial position.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Operating Data
 
                 
    2009     2008  
 
CONSOLIDATING
               
Number of hospitals in operation at:
               
March 31
    155       161  
June 30
    155       161  
September 30
    155       158  
December 31
            158  
Number of freestanding outpatient surgical centers in operation at:
               
March 31
    97       101  
June 30
    97       99  
September 30
    97       99  
December 31
            97  
Licensed hospital beds at(a):
               
March 31
    38,763       38,375  
June 30
    38,793       38,448  
September 30
    38,829       38,386  
December 31
            38,504  
Weighted average licensed beds(b):
               
Quarter:
               
First
    38,811       38,406  
Second
    38,817       38,419  
Third
    38,829       38,390  
Fourth
            38,474  
Year
            38,422  
Average daily census(c):
               
Quarter:
               
First
    21,701       22,248  
Second
    20,577       20,743  
Third
    20,087       19,932  
Fourth
            20,273  
Year
            20,795  
Admissions(d):
               
Quarter:
               
First
    396,200       401,700  
Second
    387,400       382,600  
Third
    387,600       377,400  
Fourth
            380,100  
Year
            1,541,800  


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Operating Data — (Continued)
 
                 
    2009     2008  
 
Equivalent admissions(e):
               
Quarter:
               
First
    610,200       601,300  
Second
    609,900       587,600  
Third
    615,100       587,400  
Fourth
            587,300  
Year
            2,363,600  
Average length of stay (days)(f):
               
Quarter:
               
First
    4.9       5.0  
Second
    4.8       4.9  
Third
    4.8       4.9  
Fourth
            4.9  
Year
            4.9  
Emergency room visits(g):
               
Quarter:
               
First
    1,359,700       1,368,800  
Second
    1,398,000       1,297,600  
Third
    1,441,200       1,303,100  
Fourth
            1,276,900  
Year
            5,246,400  
Outpatient surgeries(h):
               
Quarter:
               
First
    194,400       196,900  
Second
    200,200       202,100  
Third
    199,100       196,500  
Fourth
            201,900  
Year
            797,400  
Inpatient surgeries(i):
               
Quarter:
               
First
    122,600       125,400  
Second
    124,400       125,000  
Third
    125,300       121,400  
Fourth
            121,300  
Year
            493,100  

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Operating Data — (Continued)
 
                 
    2009     2008  
 
Days in accounts receivable(j):
               
Quarter:
               
First
    47       53  
Second
    45       51  
Third
    43       49  
Fourth
            48  
Year
            49  
Gross patient revenues(k) (dollars in millions):
               
Quarter:
               
First
  $ 28,742     $ 25,804  
Second
    28,500       25,065  
Third
    28,340       24,783  
Fourth
            27,191  
Year
            102,843  
Outpatient revenues as a% of patient revenues(l):
               
Quarter:
               
First
    38 %     36 %
Second
    39 %     38 %
Third
    38 %     39 %
Fourth
            38 %
Year
            37 %
NONCONSOLIDATING(m)
               
Number of hospitals in operation at:
               
March 31
    8       8  
June 30
    8       8  
September 30
    8       8  
December 31
            8  
Number of freestanding outpatient surgical centers in operation at:
               
March 31
    8       8  
June 30
    8       8  
September 30
    8       8  
December 31
            8  
Licensed hospital beds at:
               
March 31
    2,367       2,337  
June 30
    2,369       2,337  
September 30
    2,369       2,367  
December 31
            2,367  


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Operating Data — (Continued)
 
BALANCE SHEET DATA
 
                         
    % of Accounts Receivable  
    Under 91 Days     91 — 180 Days     Over 180 Days  
 
Accounts receivable aging at September 30, 2009:
                       
Medicare and Medicaid
    11 %     1 %     1 %
Managed care and other discounted
    15       3       3  
Uninsured
    19       10       37  
                         
Total
    45 %     14 %     41 %
                         
 
 
(a) Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.
 
(b) Weighted average licensed beds represents the average number of licensed beds, weighted based on periods owned.
 
(c) Represents the average number of patients in our hospital beds each day.
 
(d) Represents the total number of patients admitted to our hospitals and is used by management and certain investors as a general measure of inpatient volume.
 
(e) Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient revenues and gross outpatient revenues and then dividing the resulting amount by gross inpatient revenues. The equivalent admissions computation “equates” outpatient revenues to the volume measure (admissions) used to measure inpatient volume resulting in a general measure of combined inpatient and outpatient volume.
 
(f) Represents the average number of days admitted patients stay in our hospitals.
 
(g) Represents the number of patients treated in our emergency rooms.
 
(h) Represents the number of surgeries performed on patients who were not admitted to our hospitals. Pain management and endoscopy procedures are not included in outpatient surgeries.
 
(i) Represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management and endoscopy procedures are not included in inpatient surgeries.
 
(j) Days in accounts receivable are calculated by dividing the revenues for the period by the days in the period (revenues per day). Accounts receivable, net of allowance for doubtful accounts, at the end of the period is then divided by the revenues per day.
 
(k) Gross patient revenues are based upon our standard charge listing. Gross charges/revenues typically do not reflect what our hospital facilities are paid. Gross charges/revenues are reduced by contractual adjustments, discounts and charity care to determine reported revenues.
 
(l) Represents the percentage of patient revenues related to patients who are not admitted to our hospitals.
 
(m) The nonconsolidating facilities include facilities operated through 50/50 joint ventures which we do not control and are accounted for using the equity method of accounting.


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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The information called for by this item is provided under the caption “Market Risk” under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
ITEM 4.   CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
HCA’s chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of HCA’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on that evaluation, the chief executive officer and chief financial officer have concluded that HCA’s disclosure controls and procedures effectively and timely provide them with material information relating to HCA and its consolidated subsidiaries required to be disclosed in the reports HCA files or submits under the Exchange Act.
 
Changes in Internal Control Over Financial Reporting
 
During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
 
Part II: Other Information
 
Item 1:   Legal Proceedings
 
We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. The resolution of any such lawsuits, claims or legal and regulatory proceedings could materially and adversely affect our results of operations and financial position in a given period.
 
Merger Litigation in State Court
 
On October 23, 2006, the Foundation for Seacoast Health (the “Foundation”) filed a lawsuit against us and one of our affiliates, HCA Health Services of New Hampshire, Inc., in the Superior Court of Rockingham County, New Hampshire. Among other things, the complaint seeks to enforce certain provisions of an asset purchase agreement between the parties, including a purported right of first refusal to purchase a New Hampshire hospital, that allegedly were triggered by the Merger and other prior events. The Foundation initially sought to enjoin the Merger. However, the parties reached an agreement that allowed the Merger to proceed, while preserving the plaintiff’s opportunity to litigate whether the Merger triggered the right of first refusal to purchase the hospital and, if so, at what price the hospital could be repurchased. On May 25, 2007, the court granted HCA’s motion for summary judgment disposing of the Foundation’s central claims. The Foundation filed an appeal from the final judgment. On July 15, 2008, the New Hampshire Supreme Court held that the Merger did not trigger the right of first refusal. The Court remanded to the lower court the claim that a right of first refusal had been triggered by certain intra-corporate transactions in 1999. The matter went to trial on September 8, 2009, and we are awaiting the court’s ruling.
 
General Liability and Other Claims
 
On April 10, 2006, a class action complaint was filed against us in the District Court of Kansas alleging, among other matters, nurse understaffing at all of our hospitals, certain consumer protection act violations, negligence and unjust enrichment. The complaint is seeking, among other relief, declaratory relief and monetary damages, including disgorgement of profits of $12.250 billion. A motion to dismiss this action was granted on July 27, 2006,


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but the plaintiffs appealed this dismissal. While the appeal was pending, the Kansas Supreme Court for the first time construed the Kansas Consumer Protection Act to apply to the provision of medical services. Based on that new ruling, the 10th Circuit reversed the district court’s dismissal and remanded the action for further consideration by the trial court. We have reached a final settlement with the named plaintiffs in this action.
 
We are a party to certain proceedings relating to claims for income taxes and related interest before the IRS Appeals Division. For a description of those proceedings, see Part I. Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pending IRS Disputes” and Note 2 to our condensed consolidated financial statements.
 
We are also subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or for wrongful restriction of, or interference with, physicians’ staff privileges. In certain of these actions the claimants have asked for punitive damages against us, which may not be covered by insurance. In the opinion of management, the ultimate resolution of these pending claims and legal proceedings will not have a material, adverse effect on our results of operations or financial position.
 
Item 1A:   Risk Factors
 
Reference is made to the factors set forth under the caption “Forward-Looking Statements” in Part I, Item 2 of this Form 10-Q and other risk factors described in our annual report on Form 10-K for the year ended December 31, 2008 and our quarterly report on Form 10-Q for the quarter ended June 30, 2009, which are incorporated herein by reference. There have not been any material changes to the risk factors previously disclosed in our annual report on Form 10-K and our quarterly report on Form 10-Q for the quarter ended June 30, 2009.
 
Item 2:   Unregistered Sales of Equity Securities and Use of Proceeds
 
During the quarter ended September 30, 2009, HCA issued and sold 360,704 shares of common stock in connection with the cashless exercise of stock options for aggregate consideration of $4,598,976 resulting in 188,457 net settled shares. HCA also issued and sold 18,967 shares of common stock in connection with the cash exercise of stock options for aggregate consideration of $241,829. These shares were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act of 1933, as amended, and Rule 701 promulgated thereunder.
 
The following table provides certain information with respect to our repurchases of common stock from July 1, 2009 through September 30, 2009.
 
                                 
                      Approximate
 
                Total Number
    Dollar Value of
 
                of Shares
    Shares That
 
                Purchased as
    May Yet Be
 
                Part of
    Purchased
 
                Publicly
    Under Publicly
 
    Total Number
          Announced
    Announced
 
    of Shares
    Average Price
    Plans or
    Plans or
 
Period
  Purchased     Paid per Share     Programs     Programs  
 
July 1, 2009 through July 31, 2009
                    $  
August 1, 2009 through August 31, 2009
    4,205     $ 63.15              
September 1, 2009 through September 30, 2009
    5,088     $ 71.68              
                                 
Total for Third Quarter 2009
    9,293     $ 67.82           $  
                                 
 
During the third quarter of 2009, we purchased 9,293 shares pursuant to the terms of the Management Stockholders Agreement and/or separation agreements and stock purchase agreements between former employees and the Company.


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Item 4:   Submissions of Matters to a Vote of Security Holders
 
Effective September 21, 2009, Hercules Holding II, LLC, the holder of 97.3% of our issued and outstanding shares of capital stock, executed a written consent in lieu of an annual meeting re-electing Christopher J. Birosak, Jack O. Bovender, Jr., Richard M. Bracken, John P. Connaughton, James D. Forbes, Kenneth W. Freeman, Thomas F. Frist III, William R. Frist, Christopher R. Gordon, Michael W. Michelson, James C. Momtazee, Stephen G. Pagliuca and Nathan C. Thorne, as the Board of Directors of the Company. On September 1, 2009, a notice of such action was sent to the holders of record of our issued and outstanding capital stock as of the close of business on July 31, 2009.
 
Item 6:   Exhibits
 
(a) List of Exhibits:
 
         
Exhibit 10.1
    Form of Option Agreement (2009), approved August 27, 2009.
Exhibit 10.2
    Form of 2x Time Option Agreement.
Exhibit 31.1
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
HCA INC.
 
  By: 
/s/  R. Milton Johnson
R. Milton Johnson
Executive Vice President and
Chief Financial Officer
 
Date: November 12, 2009


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Exhibit 10.1
FORM OF
STOCK OPTION AGREEMENT
          THIS AGREEMENT, dated as of ___, 2009 (the “Grant Date”) is made by and between HCA Inc., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates (the “Plan”).
          WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and
          WHEREAS, the Compensation Committee of the Board of Directors of the Company (or, if no such committee is appointed, the Board of Directors of the Company) (the “Committee”) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Option provided for herein to the Optionee as an incentive for increased efforts during his term of office with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Option;
          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
          Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary.
Section 1.1. Base Price
          “Base Price” shall mean $51.00.
Section 1.2. Cause
          “Cause” shall mean “Cause” as such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Optionee and the Company or any of its Subsidiaries or Affiliates, or, if there is no such employment or change-in-control agreement, “Cause” shall mean (i) willful and continued failure by Optionee (other than by reason of a Permanent Disability) to perform his or her material duties with respect to the Company or it Subsidiaries which continues beyond ten (10) business days after a written demand for substantial performance is delivered to Optionee by the Company (the

 


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Cure Period”); (ii) willful or intentional engaging by Optionee in material misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Investors or their respective Affiliates; (iii) conviction of, or a plea of nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor for which a sentence of more than six months’ imprisonment is imposed; or (iv) willful and material breach of the Management Stockholder’s Agreement or related agreements, or Optionee’s engaging in any action in breach of restrictive covenants made by Optionee under the Management Stockholder’s Agreement or any employment or change-in-control agreement between the Optionee and the Company or any of its Subsidiaries, which continues beyond the Cure Period (to the extent that, in the Board’s reasonable judgment, such breach can be cured).
Section 1.3. Closing Date
          “Closing Date” means November 17, 2006.
Section 1.4. EBITDA Performance Option
          “EBITDA Performance Option” shall mean the right and option to purchase, on the terms and conditions set forth herein, all or any part of an aggregate of the number of shares of Common Stock set forth on the signature page hereof opposite the term EBITDA Performance Option.
Section 1.5. Fiscal Year
          “Fiscal Year” shall mean each of the 2009, 2010, 2011, 2012, and 2013 fiscal years of the Company (which, for the avoidance of doubt, ends on December 31 of any given calendar year).
Section 1.6. Good Reason
          “Good Reason” shall mean “Good Reason” as such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Optionee and the Company or any of its Subsidiaries or Affiliates, or, if there is no such employment or change-in-control agreement, “Good Reason” shall mean (i) (A) a reduction in Optionee’s base salary (other than a general reduction in base salary that affects all similarly situated employees (defined as all employees within the same Company pay grade as that of Optionee) in substantially the same proportions that the Board implements in good faith after consultation with the Chief Executive Officer (“CEO”) and Chief Operating Officer of the Company); (B) a reduction in Optionee’s annual incentive compensation opportunity; or (C) the reduction of benefits payable to Optionee under the Company’s Supplemental Executive Retirement Plan (if Optionee is a participant in such plan), in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Optionee gives the Company written

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notice of such event; provided that the events described in (i)(A) or (i)(B) above will not be deemed to give rise to Good Reason if employment is terminated, but Optionee declines an offer of employment involving a loss of compensation of less than 15% from a purchaser, transferee, outsourced vendor, new operating entity or affiliated employer; (ii) a substantial diminution in Optionee’s title, duties and responsibilities, other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Optionee gives the Company written notice of such event; or (iii) a transfer of Optionee’s primary workplace to a location that is more than twenty (20) miles from his or her workplace as of the date of this Agreement; provided that Good Reason shall not be deemed to occur merely because Optionee’s willful decision to change position or status within the Company or any of its Subsidiaries causes one or more of the occurrences described in (i), (ii), or (iii) to come about.
Section 1.7. Investor Return
          “Investor Return” shall mean, on any date, as determined on a fully diluted, per Share basis, all cash proceeds actually received by the Investors after the Closing Date in respect of their shares of Common Stock, including the receipt of any cash dividends or other cash distributions thereon. The Fair Market Value of any shares of Common Stock distributed by the Investors to their limited partners shall be deemed to be “cash proceeds” for purposes of this definition.
Section 1.8. Management Stockholder’s Agreement
     “Management Stockholder’s Agreement” shall mean that certain Management Stockholder’s Agreement between the Optionee and the Company.
Section 1.9. Option
     “Option” shall mean the aggregate of the Time Option and the EBITDA Performance Option granted under Section 2.1 of this Agreement.
Section 1.10. Permanent Disability
     “Permanent Disability” shall mean “Disability” as such term is defined in any employment agreement between Optionee and the Company or any of its Subsidiaries, or, if there is no such employment agreement, “Disability” as defined in the long-term disability plan of the Company.
Section 1.11. Retirement
          “Retirement” shall mean Optionee’s resignation (other than for Good Reason) from service with the Company and its Service Recipients (i) after attaining 65 years of age or (ii) after attaining 60 years of age and completing thirty-six (36) months of service with the Company or any Service Recipients following the Closing Date.

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Section 1.12. Secretary
          “Secretary” shall mean the Secretary of the Company.
Section 1.13. Time Option
          “Time Option” shall mean the right and option to purchase, on the terms and conditions set forth herein, all or any part of an aggregate of the number of shares of Common Stock set forth on the signature page hereof opposite the term Time Option.
ARTICLE II
GRANT OF OPTIONS
Section 2.1. Grant of Options
          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee the following Stock Options: (a) the Time Option and (b) the EBITDA Performance Option, in each case on the terms and conditions set forth in this Agreement.
Section 2.2. Exercise Price
          Subject to Section 2.4, the exercise price of the shares of Common Stock covered by the Option (the “Exercise Price”) shall be as set forth on the signature page hereof.
Section 2.3. No Guarantee of Employment
          Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or Affiliate or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without cause, subject to the applicable provisions of, if any, the Optionee’s employment agreement with the Company or offer letter provided by the Company to the Optionee.
Section 2.4. Adjustments to Option
          The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its stockholders, then; first, the Exercise Prices of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and it will not have adverse tax consequences to the Optionee; and, if such reduction cannot be fully effected due to such

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tax laws, second, the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b), for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1. Commencement of Exercisability
          (a) So long as the Optionee continues to be employed by the Company or any other Service Recipients, the Option shall become exercisable pursuant to the following schedules:
               (i) Time Option. The Time Option shall become vested and exercisable with respect to 20% of the Shares subject to such Option on each of the first five anniversaries of the Grant Date.
               (ii) EBITDA Performance Option. The EBITDA Performance Option shall be eligible to become vested and exercisable as to 20% of the Shares subject to such Option at the end of each of the five Fiscal Years if the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target”) for the given Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the EBITDA Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Year (or the 2014 fiscal year) if the cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of such Fiscal Year (or the 2014 fiscal year) with respect to all then completed Fiscal Years;
     (b) Notwithstanding the foregoing, upon the occurrence of a Change in Control:
               (i) the Time Option shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable);
               (ii) the EBITDA Performance Option shall become

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immediately exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable) if (x) the EBITDA Targets have been achieved for each of the Fiscal Years completed on or prior to such event, (y) on the date of the occurrence of such event, the Company’s cumulative EBITDA for all of the Fiscal Years occurring after the Grant Date through such date meets or exceeds the Cumulative EBITDA Target for all such Fiscal Years, or (z) as a result of the Change in Control, the Investors Group achieves an Investor Return of at least 2.5 times the Base Price; provided that for purposes of clause (y) above, if the Change in Control occurs during a fiscal year, the Cumulative EBITDA Target for such fiscal year shall be equitably adjusted in good faith by the Board in consultation with the CEO of the Company to reflect that portion of the then current fiscal year that has elapsed through the date of the Change in Control; and
          (c) Notwithstanding the foregoing, no Option shall become exercisable as to any additional shares of Common Stock following the termination of employment of the Optionee for any reason and any Option, which is unexercisable as of the Optionee’s termination of employment, shall immediately expire without payment therefor.
Section 3.2. Expiration of Option
          Except as otherwise provided in Section 6 or 7 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
          (a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
          (b) The third anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Permanent Disability (unless earlier terminated as provided in Section 3.20 below);
          (c) Immediately upon the date of the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
          (d) One hundred and eighty (180) days after the date of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Section 3.2(b));

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          (e) One hundred and eighty (180) days after the date of an Optionee’s termination of employment with the Company and all Service Recipients by the Optionee for Good Reason;
          (f) One hundred and eighty (180) days after the date of an Optionee’s termination of employment with the Company and all Service Recipients by the Optionee upon Retirement.
          (g) Thirty (30) days after the date of an Optionee’s termination of employment with the Company and all Service Recipients by the Optionee without Good Reason (except due to Retirement, death or Permanent Disability);
          (h) The date the Option is terminated pursuant to Section 6 or 7 of the Management Stockholder’s Agreement; or
          (i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1. Person Eligible to Exercise
          During the lifetime of the Optionee, only the Optionee (or his or her duly authorized legal representative) may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.
Section 4.2. Partial Exercise
          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only.
Section 4.3. Manner of Exercise
          An Option, or any exercisable portion thereof, may be exercised solely by

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delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
          (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
          (b) (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);
          (c) (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Optionee to the Company pursuant to clause (i) of this subsection (c);
          (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
          (e) In the event the Option or portion thereof shall be exercised

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pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option.
Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.
Section 4.4. Conditions to Issuance of Stock Certificates
          The shares of stock deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:
          (a) The obtaining of approval or other clearance from any state or federal governmental agency which the Committee shall, in its reasonable and good faith discretion, determine to be necessary or advisable;
          (b) The execution by the Optionee of the Management Stockholder’s Agreement and a Sale Participation Agreement; and
          (c) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience or as may otherwise be required by applicable law.
Section 4.5. Rights as Stockholder
          Except as otherwise provided in Section 2.4 of this Agreement, the holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder.

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ARTICLE V
MISCELLANEOUS
Section 5.1. Administration
          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.
Section 5.2. Option Not Transferable
          Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.
Section 5.3. Notices
          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to him. Any notice, which is required to be given to the Optionee, shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.3. Any notice shall have been deemed duly given when (i) delivered in person, (ii) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service, or (iii) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with fees prepaid) in an office regularly maintained by FedEx, UPS, or comparable non-public mail carrier.

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Section 5.4. Titles; Pronouns
          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.
Section 5.5. Applicability of Plan, Management Stockholder’s Agreement and Sale Participation Agreement
          The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, the Management Stockholder’s Agreement and a Sale Participation Agreement, to the extent applicable to the Option and such Shares.
Section 5.6. Amendment
          Subject to Section 10 of the Plan, this Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.
Section 5.7 Governing Law
          The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
Section 5.8 Arbitration
          In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Nashville, Tennessee metropolitan area. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator. If the Optionee substantially prevails on any of his or her substantive legal claims, then the Company shall reimburse all legal fees and arbitration fees incurred by the Optionee to arbitrate the dispute.
[Signatures on next page.]

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          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
         
  HCA INC.
 
 
  By:      
    Its:     
         

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Option Grants:
       
 
       
Aggregate number of shares of Common Stock for which the Time Option granted hereunder is exercisable (100% of number of shares):
       
 
       
Aggregate number of shares of Common Stock for which the EBITDA Performance Option granted hereunder is exercisable (100% of the number of shares):
       
 
       
Exercise Price of all options:
  $         per share    
 
       
Grant Date:
       
 
       
 
       
 
       
 
  OPTIONEE:
 
   
 
       
 
   

 
       
 
   
 
  Address
 
   
 
       
 
   
[Signature Page of Stock Option Agreement]


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Exhibit 10.2
FORM OF
2x TIME STOCK OPTION AGREEMENT
          THIS AGREEMENT, dated as of ___, 2009 (the “Grant Date”) is made by and between HCA Inc., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates (the “Plan”).
          WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and
          WHEREAS, the Compensation Committee of the Board of Directors of the Company (or, if no such committee is appointed, the Board of Directors of the Company) (the “Committee”) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Option provided for herein to the Optionee as an incentive for increased efforts during his term of office with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Option;
          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
          Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary.
Section 1.2. Cause
          “Cause” shall mean “Cause” as such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Optionee and the Company or any of its Subsidiaries or Affiliates, or, if there is no such employment or change-in-control agreement, “Cause” shall mean (i) willful and continued failure by Optionee (other than by reason of a Permanent Disability) to perform his or her material duties with respect to the Company or it Subsidiaries which continues beyond ten (10) business days after a written demand for substantial performance is delivered to Optionee by the Company (the “Cure Period”); (ii) willful or intentional engaging by Optionee in material misconduct

 


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that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Investors or their respective Affiliates; (iii) conviction of, or a plea of nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor for which a sentence of more than six months’ imprisonment is imposed; or (iv) willful and material breach of the Management Stockholder’s Agreement or related agreements, or Optionee’s engaging in any action in breach of restrictive covenants made by Optionee under the Management Stockholder’s Agreement or any employment or change-in-control agreement between the Optionee and the Company or any of its Subsidiaries, which continues beyond the Cure Period (to the extent that, in the Board’s reasonable judgment, such breach can be cured).
Section 1.3. Closing Date
          “Closing Date” shall mean November 17, 2006.
Section 1.4. Fiscal Year
          “Fiscal Year” shall mean each of 2009, 2010, 2011, 2012, and 2013 fiscal years of the Company (which, for the avoidance of doubt, ends on December 31 of any given calendar year).
Section 1.5. Employment Agreement
          “Employment Agreement” shall mean that certain Employment Agreement between the Optionee and the Company as in effect as of the Grant Date.
Section 1.6. Good Reason
          “Good Reason” shall mean “Good Reason” as such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Optionee and the Company or any of its Subsidiaries or Affiliates, or, if there is no such employment or change-in-control agreement, “Good Reason” shall mean (i) (A) a reduction in Optionee’s base salary (other than a general reduction in base salary that affects all similarly situated employees (defined as all employees within the same Company pay grade as that of Optionee) in substantially the same proportions that the Board implements in good faith after consultation with the Chief Executive Officer (“CEO”) and Chief Operating Officer of the Company); (B) a reduction in Optionee’s annual incentive compensation opportunity; or (C) the reduction of benefits payable to Optionee under the Company’s Supplemental Executive Retirement Plan (if Optionee is a participant in such plan), in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Optionee gives the Company written notice of such event; provided that the events described in (i)(A) or (i)(B) above will not be deemed to give rise to Good Reason if employment is terminated, but Optionee declines an offer of employment involving a loss of compensation of less than 15% from

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a purchaser, transferee, outsourced vendor, new operating entity or affiliated employer; (ii) a substantial diminution in Optionee’s title, duties and responsibilities, other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Optionee gives the Company written notice of such event; or (iii) a transfer of Optionee’s primary workplace to a location that is more than twenty (20) miles from his or her workplace as of the date of this Agreement; provided that Good Reason shall not be deemed to occur merely because Optionee’s willful decision to change position or status within the Company or any of its Subsidiaries causes one or more of the occurrences described in (i), (ii), or (iii) to come about.
Section 1.7. Investor Return
          “Investor Return” shall mean, on any date, as determined on a fully diluted, per Share basis, all cash proceeds actually received by the Investors after the Closing Date in respect of their shares of Common Stock, including the receipt of any cash dividends or other cash distributions thereon. The Fair Market Value of any shares of Common Stock distributed by the Investors to their limited partners shall be deemed to be “cash proceeds” for purposes of this definition.
Section 1.8. Management Stockholder’s Agreement
          “Management Stockholder’s Agreement” shall mean that certain Management Stockholder’s Agreement between the Optionee and the Company.
Section 1.9. Option
          “Option” shall mean the Option granted under Section 2.1 of this Agreement.
Section 1.10. Permanent Disability
          “Permanent Disability” shall mean “Disability” as such term is defined in any employment agreement between Optionee and the Company or any of its Subsidiaries, or, if there is no such employment agreement, “Disability” as defined in the long-term disability plan of the Company.

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Section 1.11. Retirement
          “Retirement” shall mean Optionee’s resignation (other than for Good Reason) from service with the Company and its Service Recipients (i) after attaining 65 years of age or (ii) after attaining 60 years of age and completing thirty-six (36) months of service with the Company or any Service Recipients following the Closing Date.
Section 1.12. Secretary
          “Secretary” shall mean the Secretary of the Company.
Section 1.13. Vesting Date
          “Vesting Date” means the date on which a percentage of the Option will become exercisable, subject to the conditions of Article III.
ARTICLE II
GRANT OF OPTIONS
Section 2.1. Grant of Options
          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee the Option, on the terms and conditions set forth in this Agreement.
Section 2.2. Exercise Price
          Subject to Section 2.4, the exercise price of the shares of Common Stock covered by the Option (the “Exercise Price”) shall be as set forth on the signature page hereof.
Section 2.3. No Guarantee of Employment
          Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or Affiliate or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without cause, subject to the

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applicable provisions of, if any, the Optionee’s employment agreement with the Company or offer letter provided by the Company to the Optionee.
Section 2.4. Adjustments to Option
          The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its stockholders, then; first, the Exercise Prices of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and it will not have adverse tax consequences to the Optionee; and, if such reduction cannot be fully effected due to such tax laws, second, the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b), for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1. Commencement of Exercisability
          (a) The Option shall be exercisable, subject to the Optionee continuing to be employed by the Company or any other Service Recipient, through the applicable Vesting Date, as to the applicable percentage of the Option as set forth below:
         
Vesting Date   Percentage of Option Exercisable
Grant Date
    40 %
November 17, 2009
    20 %
November 17, 2010
    20 %
November 17, 2011
    20 %
Total:
    100 %
          (b) Notwithstanding the foregoing, upon the occurrence of a Change in Control: the Option shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable);
          (c) Notwithstanding the foregoing, unless provided otherwise under

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the terms of the Employment Agreement, which terms are hereby incorporated by reference and made a part hereof, no Option shall become exercisable as to any additional shares of Common Stock following the termination of employment of the Optionee for any reason and any Option, which is unexercisable as of the Optionee’s termination of employment, shall immediately expire without payment therefor.
Section 3.2. Expiration of Option
          Except as otherwise provided in Section 6 or 7 of the Management Stockholder’s Agreement and also except as otherwise provided under the terms of the Employment Agreement, which terms are hereby incorporated by reference and made a part hereof, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
          (a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
          (b) The third anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Permanent Disability (unless earlier terminated as provided in Section 3.20 below);
          (c) Immediately upon the date of the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
          (d) One hundred and eighty (180) days after the date of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Section 3.2(b));
          (e) One hundred and eighty (180) days after the date of an Optionee’s termination of employment with the Company and all Service Recipients by the Optionee for Good Reason;
          (f) One hundred and eighty (180) days after the date of an Optionee’s termination of employment with the Company and all Service Recipients by the Optionee upon Retirement.
          (g) Thirty (30) days after the date of an Optionee’s termination of employment with the Company and all Service Recipients by the Optionee without Good Reason (except due to Retirement, death or Permanent Disability);
          (h) The date the Option is terminated pursuant to Section 6 or 7 of the Management Stockholder’s Agreement; or
          (i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan.

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ARTICLE IV
EXERCISE OF OPTION
Section 4.1. Person Eligible to Exercise
          During the lifetime of the Optionee, only the Optionee (or his or her duly authorized legal representative) may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.
Section 4.2. Partial Exercise
          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only.
Section 4.3. Manner of Exercise
          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
          (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
          (b) (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);
          (c) (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an aggregate Fair Market

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Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Optionee to the Company pursuant to clause (i) of this subsection (c);
          (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
          (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option.
Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.
Section 4.4. Conditions to Issuance of Stock Certificates
          The shares of stock deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:
          (a) The obtaining of approval or other clearance from any state or federal governmental agency which the Committee shall, in its reasonable and good faith discretion, determine to be necessary or advisable;

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          (b) The execution by the Optionee of the Management Stockholder’s Agreement and a Sale Participation Agreement; and
          (c) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience or as may otherwise be required by applicable law.
Section 4.5. Rights as Stockholder
          Except as otherwise provided in Section 2.4 of this Agreement, the holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder.
ARTICLE V
MISCELLANEOUS
Section 5.1. Administration
          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.
Section 5.2. Option Not Transferable
          Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

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Section 5.3. Notices
          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to him. Any notice, which is required to be given to the Optionee, shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.3. Any notice shall have been deemed duly given when (i) delivered in person, (ii) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service, or (iii) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with fees prepaid) in an office regularly maintained by FedEx, UPS, or comparable non-public mail carrier.
Section 5.4. Titles; Pronouns
          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.
Section 5.5. Applicability of Plan, Management Stockholder’s Agreement and Sale Participation Agreement
          The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, the Management Stockholder’s Agreement and a Sale Participation Agreement, to the extent applicable to the Option and such Shares.
Section 5.6. Amendment
          Subject to Section 10 of the Plan, this Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.
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          The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
Section 5.8 Arbitration
          In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Nashville, Tennessee metropolitan area. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator. If the Optionee substantially prevails on any of his or her substantive legal claims, then the Company shall reimburse all legal fees and arbitration fees incurred by the Optionee to arbitrate the dispute.
[Signatures on next page.]

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          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
         
  HCA INC.
 
 
  By:      
    Title:   
       
 

 


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Option Grants:
       
 
       
Aggregate number of shares of Common Stock for which the Option granted hereunder is exercisable (100% of number of shares):
       
 
       
Exercise Price of all options:
  $102.00 per share    
 
       
Grant Date:
   
 
       
Percentage of Option Vested and Exercisable on Grant Date:
   
 
       
 
       
 
       
 
  OPTIONEE:
 
   
 
       
 
 

 
 
       
 
  Address
 
   
 
       
 
 

 
 
       
 
 

 
[Signature Page of 2x Time Stock Option Agreement]


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EXHIBIT 31.1
 
CERTIFICATION
 
I, Richard M. Bracken, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of HCA Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
  By: 
/s/   Richard M. Bracken
Richard M. Bracken
President and Chief Executive Officer
 
Date: November 12, 2009


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EXHIBIT 31.2
 
CERTIFICATION
 
I, R. Milton Johnson, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of HCA Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
  By: 
/s/  R. Milton Johnson
R. Milton Johnson
Executive Vice President and
Chief Financial Officer
 
Date: November 12, 2009


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EXHIBIT 32
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of HCA Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
  By: 
/s/  Richard M. Bracken
Richard M. Bracken
President and Chief Executive Officer
 
November 12, 2009
 
  By: 
/s/  R. Milton Johnson
R. Milton Johnson
Executive Vice President and
Chief Financial Officer
 
November 12, 2009