Table of Contents
Delaware | 8062 | 75-2497104 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed Maximum | Proposed Maximum | |||||||||||
Title of Each Class of | Amount to be | Offering | Aggregate | Amount of | ||||||||
Securities to be Registered | Registered | Price per Note | Offering Price(1) | Registration Fee | ||||||||
97/8% Senior Secured Notes due 2017 | $310,000,000 | 100% | $310,000,000 | $22,103 | ||||||||
81/2% Senior Secured Notes due 2019 | $1,500,000,000 | 100% | $1,500,000,000 | $106,950 | ||||||||
77/8% Senior Secured Notes due 2020 | $1,250,000,000 | 100% | $1,250,000,000 | $89,125 | ||||||||
71/4% Senior Secured Notes due 2020 | $1,400,000,000 | 100% | $1,400,000,000 | $99,820 | ||||||||
Guarantees of 97/8% Senior Secured Notes due 2017(2) | N/A | N/A | N/A(3) | |||||||||
Guarantees of 81/2% Senior Secured Notes due 2019(2) | N/A | N/A | N/A(3) | |||||||||
Guarantees of 77/8% Senior Secured Notes due 2020(2) | N/A | N/A | N/A(3) | |||||||||
Guarantees of 71/4% Senior Secured Notes due 2020(2) | N/A | N/A | N/A(3) | |||||||||
(1) | Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”). | |
(2) | See inside facing page for table of registrant guarantors. | |
(3) | Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees. |
Table of Contents
Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
American Medicorp Development Co. | Delaware | 23-1696018 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Bay Hospital, Inc. | Florida | 62-0976863 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Brigham City Community Hospital, Inc. | Utah | 87-0318837 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Brookwood Medical Center of Gulfport, Inc. | Mississippi | 63-0751470 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Capital Division, Inc. | Virginia | 62-1668319 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Centerpoint Medical Center of Independence, LLC | Delaware | 45-0503121 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Central Florida Regional Hospital, Inc. | Florida | 59-1978725 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Central Shared Services, LLC | Virginia | 76-0771216 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Central Tennessee Hospital Corporation | Tennessee | 62-1620866 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA Bayshore, L.P. | Delaware | 62-1801359 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA Conroe, L.P. | Delaware | 62-1801361 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA Mainland, L.P. | Delaware | 62-1801362 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA West Houston, L.P. | Delaware | 62-1801363 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA Woman’s Hospital, L.P. | Delaware | 62-1810381 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Chippenham & Johnston-Willis Hospitals, Inc. | Virginia | 54-1779911 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CMS GP, LLC | Delaware | 62-1778113 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Colorado Health Systems, Inc. | Colorado | 62-1593008 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia ASC Management, L.P. | California | 33-0539838 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
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Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Columbia Jacksonville Healthcare System, Inc. | Florida | 61-1272241 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia LaGrange Hospital, Inc. | Illinois | 61-1276162 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of Arlington Subsidiary, L.P. | Texas | 62-1682201 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of Denton Subsidiary, L.P. | Texas | 62-1682213 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of Las Colinas, Inc. | Texas | 62-1650582 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of Lewisville Subsidiary, L.P. | Texas | 62-1682210 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of McKinney Subsidiary, L.P. | Texas | 62-1682207 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of Plano Subsidiary, L.P. | Texas | 62-1682203 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia North Hills Hospital Subsidiary, L.P. | Texas | 62-1682205 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Ogden Medical Center, Inc. | Utah | 62-1650578 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Parkersburg Healthcare System, LLC | West Virginia | 62-1634494 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. | Texas | 62-1682202 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Polk General Hospital, Inc. | Georgia | 62-1619423 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Rio Grande Healthcare, L.P. | Delaware | 62-1656022 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Riverside, Inc. | California | 62-1664328 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Valley Healthcare System, L.P. | Delaware | 62-1669572 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia/Alleghany Regional Hospital, Incorporated | Virginia | 54-1761046 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia/HCA John Randolph, Inc. | Virginia | 61-1272888 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
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Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Columbine Psychiatric Center, Inc. | Colorado | 84-1042212 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbus Cardiology, Inc. | Georgia | 58-1941109 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Conroe Hospital Corporation | Texas | 74-2467524 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Dallas/Ft. Worth Physician, LLC | Delaware | 62-1769694 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Dauterive Hospital Corporation | Louisiana | 58-1741846 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Dublin Community Hospital, LLC | Georgia | 58-1431023 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Eastern Idaho Health Services, Inc. | Idaho | 82-0436622 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Edward White Hospital, Inc. | Florida | 59-3089836 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
El Paso Surgicenter, Inc. | Texas | 74-2361005 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Encino Hospital Corporation, Inc. | California | 95-4113862 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
EP Health, LLC | Delaware | 62-1769682 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Fairview Park GP, LLC | Delaware | 62-1815913 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Fairview Park, Limited Partnership | Georgia | 62-1817469 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Frankfort Hospital, Inc. | Kentucky | 61-0859329 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Galen Property, LLC | Virginia | 35-2260545 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Good Samaritan Hospital, L.P. | Delaware | 62-1763090 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Goppert-Trinity Family Care, LLC | Delaware | 76-0726651 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
GPCH-GP, Inc. | Delaware | 64-0805500 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Grand Strand Regional Medical Center, LLC | Delaware | 62-1768105 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
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Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Green Oaks Hospital Subsidiary, L.P. | Texas | 62-1797829 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Greenview Hospital, Inc. | Kentucky | 61-0724492 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA — IT&S Field Operations, Inc. | Delaware | 06-1795732 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA — IT&S Inventory Management, Inc. | Delaware | 06-1796286 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Central Group, Inc. | Tennessee | 02-0762180 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Florida, Inc. | Florida | 62-1113740 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Louisiana, Inc. | Louisiana | 62-1113736 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Oklahoma, Inc. | Oklahoma | 62-1106156 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Tennessee, Inc. | Tennessee | 62-1113737 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Virginia, Inc. | Virginia | 62-1113733 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Management Services, L.P. | Delaware | 62-1778108 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Realty, Inc. | Tennessee | 06-1106160 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HD&S Corp. Successor, Inc. | Florida | 62-1657694 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Health Midwest Office Facilities Corporation | Missouri | 43-1175071 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Health Midwest Ventures Group, Inc. | Missouri | 43-1315348 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Healthtrust MOB, LLC | Delaware | 62-1824860 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Hendersonville Hospital Corporation | Tennessee | 62-1321255 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Hospital Corporation of Tennessee | Tennessee | 62-1124446 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Hospital Corporation of Utah | Utah | 87-0322019 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
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Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Hospital Development Properties, Inc. | Delaware | 62-1321246 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HSS Holdco, LLC | Delaware | 62-1839825 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HSS Systems VA, LLC | Delaware | 62-1804832 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HSS Systems, LLC | Delaware | 62-1804834 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HSS Virginia, L.P. | Virginia | 62-1848294 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HTI Memorial Hospital Corporation | Tennessee | 62-1560757 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Integrated Regional Lab, LLC | Florida | 36-4576441 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Integrated Regional Laboratories, LLP | Delaware | 62-1687140 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
JFK Medical Center Limited Partnership | Delaware | 62-1694180 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
KPH-Consolidation, Inc. | Texas | 62-1619857 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lakeland Medical Center, LLC | Delaware | 62-1762603 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lakeview Medical Center, LLC | Delaware | 62-1762416 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Largo Medical Center, Inc. | Florida | 62-1026428 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Las Vegas Surgicare, Inc. | Nevada | 75-1890731 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lawnwood Medical Center, Inc. | Florida | 59-1764486 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lewis-Gale Hospital, Incorporated | Virginia | 54-0218835 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lewis-Gale Medical Center, LLC | Delaware | 62-1760148 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lewis-Gale Physicians, LLC | Virginia | 06-1755234 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Los Robles Regional Medical Center | California | 95-2321136 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Table of Contents
Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Management Services Holdings, Inc. | Delaware | 62-1874287 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Marietta Surgical Center, Inc. | Georgia | 58-1539547 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Marion Community Hospital, Inc. | Florida | 59-1479652 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
MCA Investment Company | California | 33-0539836 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Medical Centers of Oklahoma, LLC | Delaware | 62-1771846 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Medical Office Buildings of Kansas, LLC | Delaware | 62-1789791 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Memorial Healthcare Group, Inc. | Florida | 59-3283127 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — ACH, LLC | Delaware | 48-1301811 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — LRHC, LLC | Delaware | 48-1301817 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — LSH, LLC | Delaware | 45-0503141 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — MCI, LLC | Delaware | 45-0503127 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — MMC, LLC | Delaware | 48-1301826 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — OPRMC, LLC | Delaware | 45-0503116 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — PFC, LLC | Delaware | 48-1302330 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — RBH, LLC | Missouri | 20-0851062 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — RMC, LLC | Delaware | 54-2092552 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — RPC, LLC | Delaware | 48-1301829 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Holdings, Inc. | Delaware | 11-3676736 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Montgomery Regional Hospital, Inc. | Virginia | 54-0889154 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Table of Contents
Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Mountain View Hospital, Inc. | Utah | 87-0333048 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Nashville Shared Services General Partnership | Delaware | 62-1841237 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
National Patient Account Services, Inc. | Texas | 62-1645596 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
New Port Richey Hospital, Inc. | Florida | 59-2047041 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
New Rose Holding Company, Inc. | Colorado | 62-1617432 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
North Florida Immediate Care Center, Inc. | Florida | 58-2075775 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
North Florida Regional Medical Center, Inc. | Florida | 61-1269294 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Northern Utah Healthcare Corporation | Utah | 62-1650573 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Northern Virginia Community Hospital, LLC | Virginia | 04-3665595 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Northlake Medical Center, LLC | Georgia | 58-2433434 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Notami Hospitals of Louisiana, Inc. | Louisiana | 95-4176923 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Notami Hospitals, LLC | Delaware | 62-1761993 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Okaloosa Hospital, Inc. | Florida | 59-1836808 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Okeechobee Hospital, Inc. | Florida | 59-1833934 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Outpatient Cardiovascular Center of Central Florida, LLC | Delaware | 52-2448149 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Palms West Hospital Limited Partnership | Delaware | 62-1694178 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Palmyra Park Hospital, Inc. | Georgia | 58-1091107 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Pasadena Bayshore Hospital, Inc. | Texas | 74-1616679 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Plantation General Hospital, L.P. | Delaware | 62-1372389 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Table of Contents
Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Pulaski Community Hospital, Inc. | Virginia | 54-0941129 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Redmond Park Hospital, LLC | Georgia | 58-1123037 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Redmond Physician Practice Company | Georgia | 62-1662134 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Reston Hospital Center, LLC | Delaware | 62-1777534 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Retreat Hospital, LLC | Virginia | 61-1272890 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Rio Grande Regional Hospital, Inc. | Texas | 61-1276564 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Riverside Healthcare System, L.P. | California | 33-0751869 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Riverside Hospital, Inc. | Delaware | 74-2600687 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Samaritan, LLC | Delaware | 62-1762605 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
San Jose Healthcare System, LP | Delaware | 77-0498674 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
San Jose Hospital, L.P. | Delaware | 62-1763091 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
San Jose Medical Center, LLC | Delaware | 62-1762609 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
San Jose, LLC | Delaware | 62-1756992 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Sarasota Doctors Hospital, Inc. | Florida | 61-1258724 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
SJMC, LLC | Delaware | 62-1762613 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Southern Hills Medical Center, LLC | Nevada | 74-3048428 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Spotsylvania Medical Center, Inc. | Virginia | 06-1760818 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Spring Branch Medical Center, Inc. | Texas | 61-1261492 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Spring Hill Hospital, Inc. | Tennessee | 84-1706716 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Table of Contents
Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
St. Mark’s Lone Peak Hospital, Inc. | Utah | 25-1925376 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Sun City Hospital, Inc. | Florida | 59-2822337 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Sunrise Mountainview Hospital, Inc. | Nevada | 62-1600397 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Brandon, Inc. | Florida | 58-1819994 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Florida, Inc. | Florida | 95-3947578 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Houston Women’s, Inc. | Texas | 72-1563673 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Manatee, Inc. | Florida | 75-2364410 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of New Port Richey, Inc. | Florida | 75-2243308 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Palms West, LLC | Florida | 20-1008436 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Riverside, LLC | California | 26-0047096 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Tallahassee Medical Center, Inc. | Florida | 62-1091430 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
TCMC Madison-Portland, Inc. | Tennessee | 76-0811731 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute Hospital GP, Inc. | Delaware | 62-1861156 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute Hospital Holdings, Inc. | Delaware | 62-1861158 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute MOB, L.P. | Indiana | 76-0775694 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute Regional Hospital, L.P. | Delaware | 35-1461805 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
The Regional Health System of Acadiana, LLC | Louisiana | 58-1741727 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Timpanogos Regional Medical Services, Inc. | Utah | 62-1831495 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Trident Medical Center, LLC | Delaware | 62-1768106 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Table of Contents
Address, Including Zip Code, and | ||||||
State or Other | Telephone Number, Including | |||||
Exact Name of Registrant Guarantor as | Jurisdiction of | I.R.S. Employer | Area Code, of Registrant | |||
Specified in its Charter (or Other | Incorporation or | Identification | Guarantor’s Principal | |||
Organizational Document) | Organization | Number | Executive Offices | |||
Utah Medco, LLC | Delaware | 62-1769672 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
VH Holdco, Inc. | Nevada | 62-1749073 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
VH Holdings, Inc. | Nevada | 62-1720399 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Virginia Psychiatric Company, Inc. | Virginia | 62-1410313 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
W & C Hospital, Inc. | Texas | 61-1259838 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Walterboro Community Hospital, Inc. | South Carolina | 57-0712623 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Wesley Medical Center, LLC | Delaware | 62-1762545 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
West Florida Regional Medical Center, Inc. | Florida | 59-1525468 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
West Valley Medical Center, Inc. | Idaho | 36-3525049 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Western Plains Capital, Inc. | Nevada | 62-1727347 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
WHMC, Inc. | Texas | 61-1261485 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Woman’s Hospital of Texas, Incorporated | Texas | 74-1991424 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
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• | We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable. | |
• | You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offers. | |
• | The exchange offers expire at 11:59 p.m., New York City time, on , 2010, unless extended. We do not currently intend to extend the expiration date. | |
• | The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes. | |
• | The terms of the exchange notes to be issued in the exchange offers are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable. |
• | The exchange notes may be sold in theover-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the notes on a national market. |
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• | Leveraging Our Purchasing Power. We have established a captive group purchasing organization (“GPO”) to partner with other health care services providers to take advantage of our combined purchasing power. Our GPO generated $107 million, $93 million and $89 million of administrative fees |
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from suppliers in 2009, 2008 and 2007, respectively, for performing GPO services and significantly lowered our supply costs. Because of our scale, our GPO has aper-unit cost advantage over competitors that we believe ranges from 5% to 21%. |
• | Centralizing Our Billing and Accounts Receivable Collection Efforts. We have built regional service centers to create efficiencies in billing and collection processes, particularly with respect to payment disputes with managed care companies. This effort has resulted in increased, incremental cash collections. |
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• | expand the number of high quality specialty services, such as cardiology, orthopedics, oncology and neonatology; | |
• | use joint ventures with physicians to further develop our outpatient business, particularly through ASCs; | |
• | develop medical office buildings to provide convenient facilities for physicians to locate their practices and serve their patients; | |
• | focus on improving the quality, advanced technology, infrastructure and performance of our facilities; and | |
• | employ physicians as appropriate. |
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(1) | In connection with the Recapitalization, approximately $3.776 billion of cash equity was invested by investment funds associated with or designated by the Sponsors and their respective assignees and approximately $950 million was invested by the Frist Entities and their respective assignees, of which $885 million was in the form of a rollover of the Frist Entities’ equity interests in HCA and $65 million was a cash equity investment. As of December 31, 2009, investment funds associated with each of the Sponsors indirectly owned 24.7% of our company, affiliates of Citigroup and Bank of America Corporation (who are the Sponsor Assignees) indirectly owned 3.2% and 1.0% of our company, respectively, and the Frist Entities and their assignees indirectly owned 18.8% of our company. Because it indirectly owns MLGPE, one of the Sponsors, Bank of America Corporation, through its affiliates, is an indirect beneficial owner of a total of approximately 25.7% of our common stock. | |
(2) | Represents $125 million invested by the Management Participants in the form of a rollover of their previously existing equity interests in HCA to equity interests in HCA following the Merger and through cash investments. Additionally, on January 30, 2007, we completed an offering of 781,960 shares of our common stock to approximately 570 of our employees for an aggregate purchase price of $40 million. The original investment amounts have been reduced by $18 million for stock option exercise settlements and shares repurchased through December 31, 2009. Our common stock is registered pursuant to Section 12(g) of the Exchange Act, and as of December 31, 2009, there were 629 holders of record. | |
(3) | In connection with the Recapitalization, we entered into (i) a $2.000 billion asset-based revolving credit facility with an original six-year maturity (the “asset-based revolving credit facility”) ($715 million outstanding at December 31, 2009, and an additional approximately $1.050 billion drawn in connection with the February 2010 distribution); (ii) a $2.000 billion senior secured revolving credit facility with an original six-year maturity (the “senior secured revolving credit facility”) (none outstanding at December 31, 2009, without giving effect to outstanding letters of credit, but approximately $600 million of which was |
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drawn in connection with the February 2010 distribution); (iii) a $2.750 billion senior secured term loan A facility with an original six-year maturity ($1.908 billion outstanding at December 31, 2009, and approximately $1.618 billion outstanding after giving effect to the use of the estimated net proceeds of the outstanding September 2020 notes); (iv) an $8.800 billion senior secured term loan B facility with an original seven-year maturity ($6.515 billion outstanding at December 31, 2009, and approximately $5.528 billion outstanding after giving effect to the use of the estimated net proceeds of the outstanding September 2020 notes); and (v) a € 1.000 billion (€394 million, or $564 million-equivalent, outstanding at December 31, 2009, and approximately €335 million, or $479 million-equivalent, outstanding after giving effect to the use of the estimated net proceeds of the outstanding September 2020 notes) senior secured European term loan facility with an original seven-year maturity. We refer to the facilities described under (ii) through (v) above, collectively, as the “cash flow credit facility” and, together with the asset-based revolving credit facility, the “senior secured credit facilities.” | ||
(4) | Consists of (i) $1.500 billion aggregate principal amount of 81/2% first lien notes due 2019 issued in April 2009 (the “outstanding 2019 notes”); (ii) $1.250 billion aggregate principal amount of 77/8% first lien notes due 2020 issued in August 2009 (the “outstanding February 2020 notes”); (iii) $1.400 billion aggregate principal amount of 71/4% first lien notes due 2020 issued in March 2010 (the “outstanding September 2020 notes” and, together with the outstanding 2019 notes and the outstanding February 2020 notes, the “first lien notes”) and (iv) $81 million of unamortized debt discounts that reduce the aggregate principal amounts of the indebtedness. | |
(5) | In connection with the Recapitalization, we issued $4.200 billion of second lien notes (comprised of $1.000 billion of 91/8% notes due 2014 and $3.200 billion of 91/4% notes due 2016) and $1.500 billion of 95/8%/103/8% second lien toggle notes (which allow us, at our option, to pay interest in-kind during the first five years at the higher interest rate of 103/8%) due 2016. During 2009, we paid interest of $78 million in-kind increasing the principal balance of the second lien toggle notes to $1.578 billion. In February 2009, we issued $310 million aggregate principal amount of 97/8% notes due 2017 (the “2009 second lien notes”). The 2009 second lien notes include a $10 million unamortized debt discount that reduces the existing indebtedness. We refer to the senior secured notes issued in connection with the Recapitalization as the “2006 second lien notes” and, collectively with the 2009 second lien notes, as the “second lien notes.” | |
(6) | Consists of (i) an aggregate principal amount of $367 million medium-term notes with maturities ranging from 2010 to 2025 and a weighted average interest rate of 8.42%; (ii) an aggregate principal amount of $886 million debentures with maturities ranging from 2015 to 2095 and a weighted average interest rate of 7.55%; (iii) an aggregate principal amount of $5.407 billion senior notes with maturities ranging from 2010 to 2033 and a weighted average interest rate of 6.79%; (iv) £121 million ($196 million-equivalent at December 31, 2009) aggregate principal amount of 8.75% senior notes due 2010; (v) $362 million of secured debt, which represents capital leases and other secured debt with a weighted average interest rate of 6.84%; and (vi) $10 million of unamortized debt discounts that reduce the existing indebtedness. For more information regarding our unsecured and other indebtedness, see “Description of Other Indebtedness.” | |
(7) | The cash flow credit facility and the first lien notes are secured by first-priority liens, and the second lien notes and related guarantees are secured by second-priority liens, on substantially all the capital stock of Healthtrust, Inc. — The Hospital Company and the first-tier subsidiaries of the subsidiary guarantors (but limited to 65% of the voting stock of any such first-tier subsidiary that is a foreign subsidiary), subject to certain exceptions. | |
(8) | Includes subsidiaries which are designated as “restricted subsidiaries” under our indenture dated as of December 16, 1993, certain of their wholly-owned subsidiaries formed in connection with the asset-based revolving credit facility and certain excluded subsidiaries (non-material subsidiaries). |
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General | In connection with the private offering, HCA Inc. and the guarantors of the outstanding notes entered into a registration rights agreement with the initial purchasers pursuant to which they agreed, among other things, to deliver this prospectus to you and to complete the exchange offers within 450 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the exchange offers your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except: | |
• the exchange notes have been registered under the Securities Act; | ||
• the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the registration rights agreement; and | ||
• the liquidated damages provisions of the registration rights agreement are not applicable. | ||
The Exchange Offers | HCA Inc. is offering to exchange: | |
• $310,000,000 aggregate principal amount of 97/8% Senior Secured Notes due 2017 which have been registered under the Securities Act for any and all of its existing 97/8% Senior Secured Notes due 2017; | ||
• $1,500,000,000 aggregate principal amount of 81/2% Senior Secured Notes due 2019 which have been registered under the Securities Act for any and all of its existing 81/2% Senior Secured Notes due 2019; | ||
• $1,250,000,000 aggregate principal amount of 77/8% Senior Secured Notes due 2020 which have been registered under the Securities Act for any and all of its existing 77/8% Senior Secured Notes due 2020; and | ||
• $1,400,000,000 aggregate principal amount of 71/4% Senior Secured Notes due 2020 which have been registered under the |
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Securities Act for any and all of its existing 71/4% Senior Secured Notes due 2020. You may only exchange outstanding notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. | ||
Resale | Based on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: | |
• you are acquiring the exchange notes in the ordinary course of your business; and | ||
• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes. | ||
If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.” | ||
Any holder of outstanding notes who: | ||
• is our affiliate; | ||
• does not acquire exchange notes in the ordinary course of its business; or | ||
• tenders its outstanding notes in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of exchange notes | ||
cannot rely on the position of the staff of the SEC enunciated inMorgan Stanley & Co. Incorporated(available June 5, 1991) andExxon Capital Holdings Corporation(available May 13, 1988), as interpreted inShearman & Sterling(available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. | ||
Expiration Date | The exchange offers will expire at 11:59 p.m., New York City time, on , 2010, unless extended by HCA Inc. HCA Inc. currently does not intend to extend the expiration date. | |
Withdrawal | You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offers. HCA Inc. will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offers. |
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Conditions to the Exchange Offers | Each exchange offer is subject to customary conditions, which HCA Inc. may waive. See “The Exchange Offers — Conditions to the Exchange Offers.” | |
Procedures for Tendering Outstanding Notes | If you wish to participate in any of the exchange offers, you must complete, sign and date the applicable accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with your outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. | |
If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offers, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things: | ||
• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act; | ||
• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes; | ||
• you are acquiring the exchange notes in the ordinary course of your business; and | ||
• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes. | ||
Special Procedures for Beneficial Owners | If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. | |
Guaranteed Delivery Procedures | If you wish to tender your outstanding notes and your outstanding notes are not immediately available, or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s |
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Automated Tender Offer Program for transfer of book-entry interests prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offers — Guaranteed Delivery Procedures.” | ||
Effect on Holders of Outstanding Notes | As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offers, HCA Inc. and the guarantors of the notes will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the applicable interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except HCA Inc. and the guarantors of the notes will not have any further obligation to you to provide for the exchange and registration of untendered outstanding notes under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offers, the trading market for outstanding notes that are not so tendered and accepted could be adversely affected. | |
Consequences of Failure to Exchange | All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, HCA Inc. and the guarantors of the notes do not currently anticipate that they will register the outstanding notes under the Securities Act. | |
Certain United States Federal Income Tax Consequences | The exchange of outstanding notes in the exchange offers will not be a taxable event for United States federal income tax purposes. See “Certain United States Federal Tax Consequences.” | |
Regulatory Approvals | Other than compliance with the Securities Act and qualification of the indentures governing the notes under the Trust Indenture Act, there are no federal or state regulatory requirements that must be complied with or approvals that must be obtained in connection with the exchange offers. | |
Use of Proceeds | We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offers. See “Use of Proceeds.” | |
Exchange Agent | The Bank of New York Mellon is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth in the section captioned “The Exchange Offers — Exchange Agent.” |
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Issuer | HCA Inc. | |
Securities Offered | $310,000,000 aggregate principal amount of 97/8% senior secured notes due 2017. | |
$1,500,000,000 aggregate principal amount of 81/2% senior secured notes due 2019. | ||
$1,250,000,000 aggregate principal amount of 77/8% senior secured notes due 2020. | ||
$1,400,000,000 aggregate principal amount of 71/4% senior secured notes due 2020. | ||
Maturity Date | The exchange 2017 notes will mature on February 15, 2017. | |
The exchange 2019 notes will mature on April 15, 2019. | ||
The exchange February 2020 notes will mature on February 15, 2020. | ||
The exchange September 2020 notes will mature on September 15, 2020. | ||
Interest Rate | Interest on the exchange 2017 notes will be payable in cash and will accrue at a rate of 97/8% per annum. | |
Interest on the exchange 2019 notes will be payable in cash and will accrue at a rate of 81/2% per annum. | ||
Interest on the exchange February 2020 notes will be payable in cash and will accrue at a rate of 77/8% per annum. | ||
Interest on the exchange September 2020 notes will be payable in cash and will accrue at a rate of 71/4% per annum. | ||
Interest Payment Dates | We will pay interest on the exchange 2017 notes and the exchange February 2020 notes on February 15 and August 15. Interest began to accrue from the issue dates of the notes. | |
We will pay interest on the exchange 2019 notes on April 15 and October 15. Interest began to accrue from the issue date of the notes. | ||
We will pay interest on the exchange September 2020 notes on March 15 and September 15. Interest began to accrue from the issue date of the notes. | ||
Ranking of the Exchange First Lien Notes | Each series of exchange first lien notes will be our senior secured obligations and will: |
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• rank senior in right of payment to any future subordinated indebtedness; | ||
• rank equally in right of payment with all of our existing and future senior indebtedness; | ||
• be effectively senior in right of payment to indebtedness under our existing second lien notes (including the exchange 2017 notes) to the extent of the collateral securing such indebtedness; | ||
• be effectively equal in right of payment with indebtedness under our cash flow credit facility and the other exchange first lien notes to the extent of the collateral (other than certain European collateral securing our senior secured European term loan facility) securing such indebtedness; | ||
• be effectively subordinated in right of payment to all indebtedness under our asset-based revolving credit facility to the extent of the shared collateral securing such indebtedness; and | ||
• be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries (other than indebtedness and liabilities owed to us or one of our guarantor subsidiaries). | ||
As of December 31, 2009, on an adjusted basis after giving effect to the February 2010 distribution, the offering of the outstanding September 2020 notes and the use of proceeds therefrom: | ||
• the outstanding first lien notes and related guarantees would have been effectively senior in right of payment to $6.088 billion of second lien notes (including the outstanding 2017 notes), effectively equal in right of payment to approximately $7.746 billion of senior secured indebtedness under our cash flow credit facility (other than our senior secured European term loan facility), the other outstanding first lien notes and approximately $170 million of other secured debt, and effectively junior in right in payment to $1.765 billion of indebtedness under our asset-based revolving credit facility, in each case to the extent of the collateral securing such indebtedness; | ||
• the outstanding first lien notes and related guarantees would have been effectively subordinated in right of payment to approximately $479 million equivalent outstanding under the senior secured European term loan facility and $192 million of other secured debt of our nonguarantor subsidiaries, which primarily represents capital leases; and | ||
• we would have had an additional $1.301 billion of unutilized capacity under our senior secured revolving credit facility and $230 million of unutilized capacity under our asset-based revolving credit facility, subject to borrowing base limitations. | ||
Ranking of the Exchange 2017 Notes | The exchange 2017 notes will be our senior secured obligations and will: | |
• rank senior in right of payment to any future subordinated indebtedness; |
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• rank equally in right of payment with all of our existing and future senior indebtedness; | ||
• be effectively subordinated in right of payment to indebtedness under our asset-based revolving credit facility to the extent of the collateral securing such indebtedness on a first-priority basis, and to indebtedness under our other senior secured credit facilities and to the exchange first lien notes to the extent of the collateral securing such indebtedness on a first- and second-priority basis; and | ||
• be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries (other than indebtedness and liabilities owed to us or one of our guarantor subsidiaries). | ||
As of December 31, 2009, on an adjusted basis after giving effect to the February 2010 distribution, the outstanding September 2020 notes offering and the use of proceeds therefrom: | ||
• the outstanding 2017 notes and related guarantees would have been effectively subordinated in right of payment to approximately $1.765 billion of indebtedness under our asset-based revolving credit facility, approximately $7.746 billion of senior secured indebtedness under our cash flow credit facility (other than our senior secured European term loan facility), approximately $4.150 billion aggregate principal amount of outstanding first lien notes and approximately $170 million of other secured debt, in each case to the extent of the collateral securing such indebtedness; | ||
• the outstanding 2017 notes and related guarantees would also have been effectively subordinated in right of payment to approximately $479 million equivalent outstanding under the senior secured European term loan facility and $192 million of other secured debt of our nonguarantor subsidiaries, which primarily represents capital leases; | ||
• the outstanding 2017 notes and related guarantees would have ranked equal in right of payment to $5.778 billion of second lien notes issued in 2006 at the time of the Merger; and | ||
• we would have had an additional $1.301 billion of unutilized capacity under our senior secured revolving credit facility and $230 million of unutilized capacity under our asset-based revolving credit facility, subject to borrowing base limitations. | ||
Guarantees of the Exchange First Lien Notes | The exchange notes will be fully and unconditionally guaranteed on a senior secured basis by each of our existing and future direct or indirect wholly-owned domestic subsidiaries that guarantees our obligations under our senior secured credit facilities (except for certain special purpose subsidiaries that have only guaranteed and pledged their assets under our asset-based revolving credit facility). The subsidiary guarantee of each series of exchange first lien notes will: |
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• rank senior in right of payment to all existing and future subordinated indebtedness of the guarantor subsidiary; | ||
• rank equally in right of payment with all existing and future senior indebtedness of the guarantor subsidiary; | ||
• be effectively senior in right of payment to the guarantees of our second lien notes (including the exchange 2017 notes) to the extent of the guarantor subsidiary’s collateral securing such indebtedness; | ||
• be effectively equal in right of payment with the guarantees of our cash flow credit facility and the other exchange first lien notes to the extent of the guarantor subsidiary’s collateral (other than certain European collateral securing our senior secured European term loan facility) securing such indebtedness; | ||
• be effectively subordinated in right of payment to the guarantees of our asset-based revolving credit facility to the extent of the guarantor subsidiary’s collateral securing such indebtedness; and | ||
• be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of a guarantor that is not also a guarantor of the notes. | ||
For the year ended December 31, 2009, our non-guarantor subsidiaries accounted for approximately $12.468 billion, or 41.5%, of our total revenues. As of December 31, 2009, our non-guarantor subsidiaries accounted for approximately $9.672 billion, or 40.1%, of our total assets and approximately $6.750 billion, or 21.1%, of our total liabilities. See Note 16 to our consolidated financial statements included in this prospectus. | ||
Guarantees of the Exchange 2017 Notes | The exchange 2017 notes will be fully and unconditionally guaranteed on a senior secured basis by each of our existing and future direct or indirect wholly-owned domestic subsidiaries that guarantees our obligations under our senior secured credit facilities (except for certain special purpose subsidiaries that have only guaranteed and pledged their assets under our asset-based revolving credit facility). Each subsidiary guarantee will: | |
• rank senior in right of payment to all existing and future subordinated indebtedness of the guarantor subsidiary; | ||
• rank equally in right of payment with all existing and future senior indebtedness of the guarantor subsidiary; | ||
• be effectively subordinated in right of payment to indebtedness under our asset-based revolving credit facility to the extent of the collateral securing such indebtedness on a first-priority basis, and to indebtedness under our other senior secured credit facilities and to the exchange first lien notes to the extent of the collateral securing such indebtedness on a first- and second-priority basis; and |
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• be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of a guarantor that is not also a guarantor of the notes. | ||
Security for the Exchange First Lien Notes | Each series of exchange first lien notes and guarantees will be secured by first-priority liens, subject to permitted liens, on certain of the assets of HCA Inc. and the subsidiary guarantors that secure our cash flow credit facility and the other exchange first lien notes on apari passubasis, including: | |
• substantially all the capital stock of any wholly owned first-tier subsidiary of HCA Inc. or of any subsidiary guarantor of the notes (but limited to 65% of the voting stock of any such wholly owned first-tier subsidiary that is a foreign subsidiary); and | ||
• substantially all tangible and intangible assets of our company and each subsidiary guarantor, other than (1) other properties that do not secure our senior secured credit facilities, (2) deposit accounts, other bank or securities accounts and cash, (3) leaseholds and motor vehicles, (4) certain European collateral and (5) certain receivables collateral that only secures our asset-based revolving credit facility, in each case subject to exceptions, and except that the lien on properties defined as “principal properties” under our existing indenture dated as of December 16, 1993, so long as such indenture remains in effect, will be limited to securing a portion of the indebtedness under the notes, our cash flow credit facility and the first lien notes that, in the aggregate, does not exceed 10% of our consolidated net tangible assets; provided that, with respect to the portion of the collateral comprised of real property for the exchange September 2020 notes, we will have up to 60 days from the issue date of the outstanding September 2020 notes to complete those actions required to perfect the first-priority lien on such collateral. | ||
See “Risk Factors — Risks Related to the Notes — There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and guarantees will be released automatically, without your consent or the consent of the trustee” for an explanation of one of the important exceptions to the obligation to pledge the capital stock of first-tier subsidiaries of any subsidiary guarantors. | ||
The exchange first lien notes and guarantees of the exchange notes also will be secured by second-priority liens, subject to permitted liens, on certain receivables of HCA Inc. and the subsidiary guarantors that secure our asset-based revolving credit facility on a first-priority basis. | ||
See “Description of the April 2009 Notes — Security,” “Description of the August 2009 Notes — Security” and “Description of the March 2010 Notes — Security.” | ||
Security for the Exchange 2017 Notes | The exchange 2017 notes and guarantees of the exchange 2017 notes will be secured by second-priority liens, subject to permitted liens, on certain of the assets of HCA Inc. and the subsidiary guarantors that secure our senior secured credit facilities and our first |
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lien notes on a first-priority basis. The assets that will secure the exchange 2017 notes will include: | ||
• substantially all the capital stock of any wholly owned first-tier subsidiary of HCA Inc. or of any subsidiary guarantor of the notes (but limited to 65% of the voting stock of any such wholly owned first-tier subsidiary that is a foreign subsidiary), subject to certain exceptions; and | ||
• substantially all tangible and intangible assets of our company and each subsidiary guarantor, other than (1) properties defined as “principal properties” under our indenture dated as of December 16, 1993, so long as any indebtedness secured by those properties on a first-priority basis remains outstanding, (2) other properties that will not secure our senior secured facilities, (3) deposit accounts, other bank or securities accounts and cash, (4) leaseholds and motor vehicles, (5) certain European collateral and (6) certain receivables collateral that only secures our asset-based revolving credit facility, in each case subject to certain exceptions. | ||
See “Risk Factors — Risks Related to the Notes — There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and guarantees will be released automatically, without your consent or the consent of the trustee” for an explanation of one of the important exceptions to the obligation to pledge the capital stock of first-tier subsidiaries of any subsidiary guarantors. | ||
The exchange 2017 notes and guarantees of the exchange 2017 notes also will be secured by third-priority liens, subject to permitted liens, on the accounts receivable and certain related assets of HCA Inc. and certain of the subsidiary guarantors, and the proceeds thereof, to the extent permitted by law and contract, which assets will secure our asset-based revolving credit facility on a first-priority basis and our other senior secured credit facilities and our first lien notes on a second-priority basis. | ||
See “Description of the February 2009 Notes — Security.” | ||
Optional Redemption | We may redeem the exchange notes, in whole or in part, at any time prior to February 15, 2013 with respect to the exchange 2017 notes, April 15, 2014 with respect to the exchange 2019 notes, August 15, 2014 with respect to the exchange February 2020 notes and March 15, 2015 with respect to the exchange September 2020 notes, plus accrued and unpaid interest to the redemption date and a “make-whole premium,” as described under “Description of the February 2009 Notes — Optional Redemption,” “Description of the April 2009 Notes — Optional Redemption,” “Description of the August 2009 Notes — Optional Redemption” and “Description of the March 2010 Notes — Optional Redemption.” | |
We may redeem the exchange notes, in whole or in part, on or after February 15, 2013 with respect to the exchange 2017 notes, April 15, 2014 with respect to the exchange 2019 notes, August 15, 2014 with respect to the exchange February 2020 notes and March 15, 2015 with respect to the exchange September 2020 notes, at the prices set forth under “Description of the February |
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2009 Notes — Optional Redemption,” “Description of the April 2009 Notes — Optional Redemption,” “Description of the August 2009 Notes — Optional Redemption” and “Description of the March 2010 Notes — Optional Redemption.” | ||
Additionally, from time to time before February 15, 2012 with respect to the exchange 2017 notes, April 15, 2012 with respect to the exchange 2019 notes, August 15, 2012 with respect to the exchange February 2020 notes and March 15, 2013 with respect to the exchange September 2020 notes, we may choose to redeem up to 35% of the principal amount of each of the exchange notes at a redemption price equal to 109.875% of the face amount thereof, with respect to the exchange 2017 notes, 108.500% of the face amount thereof, with respect to the exchange 2019 notes, 107.875% of the face amount thereof, with respect to the exchange February 2020 notes and 107.250% of the face amount thereof, with respect to the exchange September 2020 notes, in each case with the net cash proceeds that we raise in one or more equity offerings, so long as at least 50% of the aggregate principal amount of each of the exchange notes remains outstanding afterwards. | ||
Change of Control Offer | Upon the occurrence of a change of control, you will have the right, as holders of the exchange notes, to require us to repurchase some or all of your exchange notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. | |
We may not be able to pay you the required price for exchange notes you present to us at the time of a change of control, because: | ||
• we may not have enough funds at that time; or | ||
• the terms of our indebtedness under our senior secured credit facilities may prevent us from making such payment. | ||
Your right to require us to repurchase the exchange notes upon the occurrence of a change of control will cease to apply to a series of exchange notes at all times after such exchange notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s. | ||
Certain Covenants | The indenture governing the exchange notes contains covenants limiting our ability and the ability of our restricted subsidiaries to: | |
• incur additional debt or issue certain preferred shares; | ||
• pay dividends on or make other distributions in respect of our capital stock or make other restricted payments; | ||
• make certain investments; | ||
• sell certain assets; | ||
• create liens on certain assets to secure debt; | ||
• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; | ||
• enter into certain transactions with our affiliates; and | ||
• designate our subsidiaries as unrestricted subsidiaries. |
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These covenants are subject to a number of important limitations and exceptions. See “Description of the February 2009 Notes,” “Description of the April 2009 Notes,” “Description of the August 2009 Notes” and “Description of the March 2010 Notes.” Many of these covenants will cease to apply to a series of exchange notes at all times after such exchange notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s. | ||
No Prior Market | The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any such market that may develop. The initial purchasers in the private offering of the outstanding notes have informed us that they currently intend to make a market in the exchange notes; however, they are not obligated to do so, and they may discontinue any such market-making activities at any time without notice. |
Years Ended December 31, | ||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||
(Dollars in millions) | ||||||||||
Ratio of earnings to fixed charges(a) | 1.91x | 1.52x | 1.57x | 2.61x | 3.85x |
(a) | For purposes of calculating the ratio of earnings to fixed charges, earnings consist of net income attributable to noncontrolling interests and income taxes plus fixed charges, exclusive of capitalized interest. Fixed charges include cash and noncash interest expense, whether expensed or capitalized, amortization of debt issuance cost, and the portion of rent expense representative of the interest factor. |
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• | increasing our vulnerability to downturns or adverse changes in general economic, industry or competitive conditions and adverse changes in government regulations; | |
• | requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; | |
• | exposing us to the risk of increased interest rates as certain of our unhedged borrowings are at variable rates of interest; | |
• | limiting our ability to make strategic acquisitions or causing us to make nonstrategic divestitures; | |
• | limiting our ability to obtain additional financing for working capital, capital expenditures, product or service line development, debt service requirements, acquisitions and general corporate or other purposes; and | |
• | limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged. |
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• | incur additional indebtedness or issue certain preferred shares; | |
• | pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; | |
• | make certain investments; | |
• | sell or transfer assets; | |
• | create liens; | |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and | |
• | enter into certain transactions with our affiliates. |
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• | billing and coding for services; | |
• | relationships with physicians and other referral sources; | |
• | adequacy of medical care; | |
• | quality of medical equipment and services; | |
• | qualifications of medical and support personnel; |
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• | confidentiality, maintenance, data breach, identity theft and security issues associated with health-related and personal information and medical records; | |
• | the screening, stabilization and transfer of individuals who have emergency medical conditions; | |
• | licensure and certification; | |
• | hospital rate or budget review; | |
• | preparing and filing of cost reports; | |
• | operating policies and procedures; and | |
• | addition of facilities and services. |
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• | accounting and financial reporting; | |
• | billing and collecting accounts; | |
• | coding and compliance; | |
• | clinical systems; | |
• | medical records and document storage; | |
• | inventory management; | |
• | negotiating, pricing and administering managed care contracts and supply contracts; and | |
• | monitoring quality of care and collecting data on quality measures necessary for full Medicare payment updates. |
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• | a sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture; | |
• | with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee; | |
• | with respect to collateral that is capital stock, upon the dissolution of the issuer of such capital stock in accordance with the indenture; | |
• | as to the first lien notes, with respect to any receivables collateral in which the first lien notes have a second-priority lien upon any release by the lenders under our asset-based revolving credit facility of their first-priority security interest in such collateral;providedthat, if the release occurs in connection with a foreclosure or exercise of remedies by the collateral agent for the lenders under our asset-based revolving credit facility, the lien on that collateral will be automatically released but any proceeds thereof not used to repay the obligations under our asset-based revolving credit facility will be subject to lien in favor of the collateral agent for the holders of the first lien notes and our cash flow credit facility; | |
• | as to the first lien notes, with respect to the collateral upon which the first lien notes have a first-priority lien, upon any release in connection with a foreclosure or exercise of remedies with respect to that collateral directed by the authorized representative of the lenders under our cash flow credit facility during any period that such authorized representative controls actions with respect to the collateral pursuant to the first lien intercreditor agreement. Even though the holders of the first lien notes share ratably with the lenders under our cash flow credit facility, the authorized representative of the lenders under our cash flow credit facility will initially control actions with respect to the collateral, whether or not the holders of the notes agree or disagree with those actions. See “— Even though the holders of the first lien notes benefit from a first-priority lien on the collateral that secures our cash flow credit facility, the representative of the lenders under the cash flow credit facility will initially control actions with respect to that collateral”; and | |
• | as to the 2009 second lien notes, with respect to any collateral in which the 2009 second lien notes have a second-priority or third-priority lien, upon any release by the lenders under our senior secured credit facilities and the collateral agent for our first lien notes of their first-priority or second-priority security interests in such collateral unless such release occurs in connection with a discharge in full in cash of first lien obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, non-receivables collateral by the first lien secured parties (such discharge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”);providedthat, in the case of a Payment Discharge, the lien on any non-receivables collateral disposed of in satisfaction in whole or in part of first lien obligations shall be automatically released, but any proceeds thereof not used for purposes of the discharge of first lien obligations in full in cash or otherwise in accordance with the indentures governing the second lien notes shall be subject to lien in favor of the collateral agent for the 2009 second lien notes and the other second lien notes. |
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• | we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees; | |
• | the issuance of the notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business; | |
• | we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay as they mature; or | |
• | we were or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment was unsatisfied. |
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• | the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; | |
• | the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or | |
• | it could not pay its debts as they become due. |
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• | on a historical basis; | |
• | on an as adjusted basis after giving effect to the February 2010 distribution of $1.750 billion to our stockholders on February 5, 2010; and | |
• | on a further adjusted basis after giving effect to the offering of the outstanding September 2020 notes and the use of proceeds therefrom. |
As of December 31, 2009 | ||||||||||||
As Further | ||||||||||||
Adjusted | ||||||||||||
for the | ||||||||||||
As Adjusted for | Outstanding | |||||||||||
February 2010 | September 2020 | |||||||||||
Historical | Distribution(1) | Notes Offering | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
(Dollars in millions) | ||||||||||||
Cash and cash equivalents | $ | 312 | $ | 212 | $ | 212 | ||||||
Senior secured credit facilities(2) | $ | 9,702 | $ | 11,352 | $ | 9,990 | ||||||
First lien notes(3) | 2,682 | 2,682 | 4,069 | |||||||||
Other secured indebtedness(4) | 362 | 362 | 362 | |||||||||
Existing second lien notes(5) | 6,078 | 6,078 | 6,078 | |||||||||
Total senior secured indebtedness | 18,824 | 20,474 | 20,499 | |||||||||
Unsecured indebtedness(6) | 6,846 | 6,846 | 6,846 | |||||||||
Total debt | 25,670 | 27,320 | 27,345 | |||||||||
Stockholders’ deficit attributable to HCA Inc. | (8,986 | ) | (10,736 | ) | (10,736 | ) | ||||||
Noncontrolling interests | 1,008 | 1,008 | 1,008 | |||||||||
Total stockholders’ deficit | (7,978 | ) | (9,728 | ) | (9,728 | ) | ||||||
Total capitalization | $ | 17,692 | $ | 17,592 | $ | 17,617 | ||||||
(1) | On January 27, 2010, our Board of Directors declared a distribution to the Company’s stockholders and holders of vested stock options, which was paid on February 5, 2010. The distribution was $17.50 per share and vested stock option, or approximately $1.750 billion in the aggregate. The distribution was funded using borrowings of approximately $1.650 billion under our existing senior secured credit facilities and approximately $100 million of cash on hand. | |
(2) | In connection with the Recapitalization, we entered into (i) a $2.000 billion asset-based revolving credit facility with an original six-year maturity (the “asset-based revolving credit facility”) ($715 million outstanding at December 31, 2009 and an additional approximately $1.050 billion was drawn in connection with the February 2010 distribution); (ii) a $2.000 billion senior secured revolving credit facility with an original six-year maturity (the “senior secured revolving credit facility”) (none outstanding at December 31, 2009, without giving effect to outstanding letters of credit, but approximately $600 million of which was drawn in connection with the February 2010 distribution); (iii) a $2.750 billion senior secured term loan A facility with an original six-year maturity ($1.908 billion outstanding at December 31, 2009, and approximately $1.618 billion outstanding after giving effect to the use of the estimated net proceeds of the outstanding September 2020 notes); (iv) an $8.800 billion senior secured term loan B facility with an original seven-year maturity ($6.515 billion outstanding at December 31, 2009, and approximately $5.528 billion |
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outstanding after giving effect to the use of the estimated net proceeds of the offering of the outstanding September 2020 notes); and (v) a €1.000 billion (€394 million, or $564 million-equivalent, outstanding at December 31, 2009, and approximately €335 million, or $479 million-equivalent, outstanding after giving effect to the use of the estimated net proceeds of the offering of the outstanding September 2020 notes), senior secured European term loan facility with an original seven-year maturity. We refer to the facilities described under (ii) through (v) above, collectively, as the “cash flow credit facility” and, together with the asset-based revolving credit facility, the “senior secured credit facilities.” | ||
(3) | In April 2009, we issued $1.500 billion aggregate principal amount of first lien notes at a price of 96.755% of their face value, resulting in $1.451 billion of gross proceeds, which were used to repay obligations under our cash flow credit facility after the payment of related fees and expenses. In August 2009, we issued $1.250 billion aggregate principal amount of first lien notes at a price of 98.254% of their face value, resulting in $1.228 billion of gross proceeds, which were used to repay obligations under our cash flow credit facility after the payment of related fees and expenses. In March 2010, we issued $1.400 billion aggregate principal amount of first lien notes at a price of 99.095% of their face value, resulting in approximately $1.387 billion of gross proceeds, which were used to repay obligations under our cash flow credit facility after the payment of related fees and expenses. In each case, the discount will accrete and be included in interest expense until the applicable first lien notes mature. | |
(4) | Consists of capital leases and other secured debt with a weighted average interest rate of 6.84%. | |
(5) | Consists of $4.200 billion of second lien notes (comprised of $1.000 billion of 91/8% notes due 2014 and $3.200 billion of 91/4% notes due 2016) and $1.578 billion of 95/8%/103/8% second lien toggle notes (which allow us, at our option, to pay interest in kind during the first five years at the higher interest rate of 103/8%) due 2016. In addition, in February 2009 we issued $310 million aggregate principal amount of 97/8% second lien notes due 2017 at a price of 96.673% of their face value, resulting in $300 million of gross proceeds, which were used to repay obligations under our cash flow credit facility after payment of related fees and expenses. The discount on the 2009 second lien notes will accrete and be included in interest expense until those 2009 second lien notes mature. | |
(6) | Consists of (i) an aggregate principal amount of $367 million medium-term notes with maturities ranging from 2010 to 2025 and a weighted average interest rate of 8.42%; (ii) an aggregate principal amount of $886 million debentures with maturities ranging from 2015 to 2095 and a weighted average interest rate of 7.55%; (iii) an aggregate principal amount of $5.407 billion senior notes with maturities ranging from 2010 to 2033 and a weighted average interest rate of 6.79%; (iv) £121 million ($196 million-equivalent at December 31, 2009) aggregate principal amount of 8.75% senior notes due 2010; and (v) $10 million of unamortized debt discounts that reduce the existing indebtedness. For more information regarding our unsecured and other indebtedness, see “Description of Other Indebtedness.” |
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As of and for the Years Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Summary of Operations: | ||||||||||||||||||||
Revenues | $ | 30,052 | $ | 28,374 | $ | 26,858 | $ | 25,477 | $ | 24,455 | ||||||||||
Salaries and benefits | 11,958 | 11,440 | 10,714 | 10,409 | 9,928 | |||||||||||||||
Supplies | 4,868 | 4,620 | 4,395 | 4,322 | 4,126 | |||||||||||||||
Other operating expenses | 4,724 | 4,554 | 4,233 | 4,056 | 4,034 | |||||||||||||||
Provision for doubtful accounts | 3,276 | 3,409 | 3,130 | 2,660 | 2,358 | |||||||||||||||
Equity in earnings of affiliates | (246 | ) | (223 | ) | (206 | ) | (197 | ) | (221 | ) | ||||||||||
Gains on sales of investments | — | — | — | (243 | ) | (53 | ) | |||||||||||||
Depreciation and amortization | 1,425 | 1,416 | 1,426 | 1,391 | 1,374 | |||||||||||||||
Interest expense | 1,987 | 2,021 | 2,215 | 955 | 655 | |||||||||||||||
Losses (gains) on sales of facilities | 15 | (97 | ) | (471 | ) | (205 | ) | (78 | ) | |||||||||||
Impairment of long-lived assets | 43 | 64 | 24 | 24 | — | |||||||||||||||
Transaction costs | — | — | — | 442 | — | |||||||||||||||
28,050 | 27,204 | 25,460 | 23,614 | 22,123 | ||||||||||||||||
Income before income taxes | 2,002 | 1,170 | 1,398 | 1,863 | 2,332 | |||||||||||||||
Provision for income taxes | 627 | 268 | 316 | 626 | 730 | |||||||||||||||
Net income | 1,375 | 902 | 1,082 | 1,237 | 1,602 | |||||||||||||||
Net income attributable to noncontrolling interests | 321 | 229 | 208 | 201 | 178 | |||||||||||||||
Net income attributable to HCA Inc. | $ | 1,054 | $ | 673 | $ | 874 | $ | 1,036 | $ | 1,424 | ||||||||||
Financial Position: | ||||||||||||||||||||
Assets | $ | 24,131 | $ | 24,280 | $ | 24,025 | $ | 23,675 | $ | 22,225 | ||||||||||
Working capital | 2,264 | 2,391 | 2,356 | 2,502 | 1,320 | |||||||||||||||
Long-term debt, including amounts due within one year | 25,670 | 26,989 | 27,308 | 28,408 | 10,475 | |||||||||||||||
Equity securities with contingent redemption rights | 147 | 155 | 164 | 125 | — | |||||||||||||||
Noncontrolling interests | 1,008 | 995 | 938 | 907 | 828 | |||||||||||||||
Stockholders’ (deficit) equity | (7,978 | ) | (9,260 | ) | (9,600 | ) | (10,467 | ) | 5,691 |
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As of and for the Years Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Cash Flow Data: | ||||||||||||||||||||
Cash provided by operating activities | $ | 2,747 | $ | 1,990 | $ | 1,564 | $ | 1,988 | $ | 3,162 | ||||||||||
Cash used in investing activities | (1,035 | ) | (1,467 | ) | (479 | ) | (1,307 | ) | (1,681 | ) | ||||||||||
Cash used in financing activities | (1,865 | ) | (451 | ) | (1,326 | ) | (383 | ) | (1,403 | ) | ||||||||||
Other Financial Data: | ||||||||||||||||||||
Capital expenditures | $ | 1,317 | $ | 1,600 | $ | 1,444 | $ | 1,865 | $ | 1,592 | ||||||||||
Ratio of earnings to fixed charges(a) | 1.91 | x | 1.52 | x | 1.57 | x | 2.61 | x | 3.85 | x | ||||||||||
Operating Data: | ||||||||||||||||||||
Number of hospitals at end of period(b) | 155 | 158 | 161 | 166 | 175 | |||||||||||||||
Number of freestanding outpatient surgical centers at end of period(c) | 97 | 97 | 99 | 98 | 87 | |||||||||||||||
Number of licensed beds at end of period(d) | 38,839 | 38,504 | 38,405 | 39,354 | 41,265 | |||||||||||||||
Weighted average licensed beds(e) | 38,825 | 38,422 | 39,065 | 40,653 | 41,902 | |||||||||||||||
Admissions(f) | 1,556,500 | 1,541,800 | 1,552,700 | 1,610,100 | 1,647,800 | |||||||||||||||
Equivalent admissions(g) | 2,439,000 | 2,363,600 | 2,352,400 | 2,416,700 | 2,476,600 | |||||||||||||||
Average length of stay (days)(h) | 4.8 | 4.9 | 4.9 | 4.9 | 4.9 | |||||||||||||||
Average daily census(i) | 20,650 | 20,795 | 21,049 | 21,688 | 22,225 | |||||||||||||||
Occupancy(j) | 53 | % | 54 | % | 54 | % | 53 | % | 53 | % | ||||||||||
Emergency room visits(k) | 5,593,500 | 5,246,400 | 5,116,100 | 5,213,500 | 5,415,200 | |||||||||||||||
Outpatient surgeries(l) | 794,600 | 797,400 | 804,900 | 820,900 | 836,600 | |||||||||||||||
Inpatient surgeries(m) | 494,500 | 493,100 | 516,500 | 533,100 | 541,400 | |||||||||||||||
Days revenues in accounts receivable(n) | 45 | 49 | 53 | 53 | 50 | |||||||||||||||
Gross patient revenues(o) | $ | 115,682 | $ | 102,843 | $ | 92,429 | $ | 84,913 | $ | 78,662 | ||||||||||
Outpatient revenues as a % of patient revenues(p) | 38 | % | 37 | % | 37 | % | 36 | % | 36 | % |
(a) | For purposes of calculating the ratio of earnings to fixed charges, earnings consist of net income attributable to noncontrolling interests and income taxes plus fixed charges, exclusive of capitalized interest. Fixed charges include cash and noncash interest expense, whether expensed or capitalized, amortization of debt issuance cost, and the portion of rent expense representative of the interest factor. | |
(b) | Excludes eight facilities in 2009, 2008 and 2007 and seven facilities in 2006 and 2005 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(c) | Excludes eight facilities in 2009 and 2008, nine facilities in 2007 and 2006 and seven facilities in 2005 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(d) | Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency. | |
(e) | Weighted average licensed beds represents the average number of licensed beds, weighted based on periods owned. | |
(f) | 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. |
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(g) | 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 revenue and gross outpatient revenue and then dividing the resulting amount by gross inpatient revenue. The equivalent admissions computation “equates” outpatient revenue to the volume measure (admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume. | |
(h) | Represents the average number of days admitted patients stay in our hospitals. | |
(i) | Represents the average number of patients in our hospital beds each day. | |
(j) | Represents the percentage of hospital licensed beds occupied by patients. Both average daily census and occupancy rate provide measures of the utilization of inpatient rooms. | |
(k) | Represents the number of patients treated in our emergency rooms. | |
(l) | 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. | |
(m) | 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. | |
(n) | Revenues per day is calculated by dividing the revenues for the period by the days in the period. Days revenues in accounts receivable is then calculated as accounts receivable, net of the allowance for doubtful accounts, at the end of the period divided by revenues per day. | |
(o) | 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. | |
(p) | Represents the percentage of patient revenues related to patients who are not admitted to our hospitals. |
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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2009 | 2008 | 2007 | ||||||||||
Provision for doubtful accounts | $ | 3,276 | $ | 3,409 | $ | 3,130 | ||||||
Uninsured discounts | 2,935 | 1,853 | 1,474 | |||||||||
Charity care | 2,151 | 1,747 | 1,530 | |||||||||
Totals | $ | 8,362 | $ | 7,009 | $ | 6,134 | ||||||
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% of Accounts Receivable | ||||||||||||
Under 91 Days | 91—180 Days | Over 180 Days | ||||||||||
Accounts receivable aging at December 31, 2009: | ||||||||||||
Medicare and Medicaid | 12 | % | 1 | % | 1 | % | ||||||
Managed care and other insurers | 18 | 4 | 4 | |||||||||
Uninsured | 13 | 8 | 39 | |||||||||
Total | 43 | % | 13 | % | 44 | % | ||||||
Accounts receivable aging at December 31, 2008: | ||||||||||||
Medicare and Medicaid | 10 | % | 1 | % | 2 | % | ||||||
Managed care and other insurers | 17 | 4 | 3 | |||||||||
Uninsured | 21 | 9 | 33 | |||||||||
Total | 48 | % | 14 | % | 38 | % | ||||||
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2009 | 2008 | 2007 | ||||||||||
Net reserves for professional liability claims, January 1 | $ | 1,330 | $ | 1,469 | $ | 1,542 | ||||||
Provision for current year claims | 258 | 239 | 214 | |||||||||
Favorable development related to prior years’ claims | (47 | ) | (64 | ) | (51 | ) | ||||||
Total provision | 211 | 175 | 163 | |||||||||
Payments for current year claims | 4 | 7 | 4 | |||||||||
Payments for prior years’ claims | 268 | 307 | 232 | |||||||||
Total claim payments | 272 | 314 | 236 | |||||||||
Net reserves for professional liability claims, December 31 | $ | 1,269 | $ | 1,330 | $ | 1,469 | ||||||
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Years Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Medicare | 34 | % | 35 | % | 35 | % | ||||||
Managed Medicare | 10 | 9 | 7 | |||||||||
Medicaid | 9 | 8 | 8 | |||||||||
Managed Medicaid | 7 | 7 | 7 | |||||||||
Managed care and other insurers | 34 | 35 | 37 | |||||||||
Uninsured | 6 | 6 | 6 | |||||||||
100 | % | 100 | % | 100 | % | |||||||
Years Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Medicare | 31 | % | 31 | % | 32 | % | ||||||
Managed Medicare | 8 | 8 | 7 | |||||||||
Medicaid | 8 | 7 | 7 | |||||||||
Managed Medicaid | 4 | 4 | 4 | |||||||||
Managed care and other insurers | 44 | 44 | 44 | |||||||||
Uninsured | 5 | 6 | 6 | |||||||||
100 | % | 100 | % | 100 | % | |||||||
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2009 | 2008 | 2007 | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
Revenues | $ | 30,052 | 100.0 | $ | 28,374 | 100.0 | $ | 26,858 | 100.0 | |||||||||||||||
Salaries and benefits | 11,958 | 39.8 | 11,440 | 40.3 | 10,714 | 39.9 | ||||||||||||||||||
Supplies | 4,868 | 16.2 | 4,620 | 16.3 | 4,395 | 16.4 | ||||||||||||||||||
Other operating expenses | 4,724 | 15.7 | 4,554 | 16.1 | 4,233 | 15.7 | ||||||||||||||||||
Provision for doubtful accounts | 3,276 | 10.9 | 3,409 | 12.0 | 3,130 | 11.7 | ||||||||||||||||||
Equity in earnings of affiliates | (246 | ) | (0.8 | ) | (223 | ) | (0.8 | ) | (206 | ) | (0.8 | ) | ||||||||||||
Depreciation and amortization | 1,425 | 4.8 | 1,416 | 5.0 | 1,426 | 5.4 | ||||||||||||||||||
Interest expense | 1,987 | 6.6 | 2,021 | 7.1 | 2,215 | 8.2 | ||||||||||||||||||
Losses (gains) on sales of facilities | 15 | — | (97 | ) | (0.3 | ) | (471 | ) | (1.8 | ) | ||||||||||||||
Impairment of long-lived assets | 43 | 0.1 | 64 | 0.2 | 24 | 0.1 | ||||||||||||||||||
28,050 | 93.3 | 27,204 | 95.9 | 25,460 | 94.8 | |||||||||||||||||||
Income before income taxes | 2,002 | 6.7 | 1,170 | 4.1 | 1,398 | 5.2 | ||||||||||||||||||
Provision for income taxes | 627 | 2.1 | 268 | 0.9 | 316 | 1.1 | ||||||||||||||||||
Net income | 1,375 | 4.6 | 902 | 3.2 | 1,082 | 4.1 | ||||||||||||||||||
Net income attributable to noncontrolling interests | 321 | 1.1 | 229 | 0.8 | 208 | 0.8 | ||||||||||||||||||
Net income attributable to HCA Inc. | $ | 1,054 | 3.5 | $ | 673 | 2.4 | $ | 874 | 3.3 | |||||||||||||||
% changes from prior year: | ||||||||||||||||||||||||
Revenues | 5.9 | % | 5.6 | % | 5.4 | % | ||||||||||||||||||
Income before income taxes | 71.1 | (16.3 | ) | (25.0 | ) | |||||||||||||||||||
Net income attributable to HCA Inc. | 56.7 | (23.0 | ) | (15.7 | ) | |||||||||||||||||||
Admissions(a) | 1.0 | (0.7 | ) | (3.6 | ) | |||||||||||||||||||
Equivalent admissions(b) | 3.2 | 0.5 | (2.7 | ) | ||||||||||||||||||||
Revenue per equivalent admission | 2.6 | 5.2 | 8.3 | |||||||||||||||||||||
Same facility % changes from prior year(c): | ||||||||||||||||||||||||
Revenues | 6.1 | 7.0 | 7.4 | |||||||||||||||||||||
Admissions(a) | 1.2 | 0.9 | (1.3 | ) | ||||||||||||||||||||
Equivalent admissions(b) | 3.4 | 1.9 | (0.7 | ) | ||||||||||||||||||||
Revenue per equivalent admission | 2.6 | 5.1 | 8.1 |
(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 revenue and gross outpatient revenue and then dividing the resulting amount by gross inpatient revenue. The equivalent admissions computation “equates” outpatient revenue 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 that were either acquired, divested or removed from service during the current and prior year. |
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Payments Due by Period | ||||||||||||||||||||
Contractual Obligations(a) | Total | Current | 2-3 Years | 4-5 Years | After 5 Years | |||||||||||||||
Long-term debt including interest, excluding the senior secured credit facilities(b) | $ | 26,739 | $ | 2,175 | $ | 3,780 | $ | 4,915 | $ | 15,869 | ||||||||||
Loans outstanding under the senior secured credit facilities, including interest(b) | 11,786 | 649 | 3,565 | 7,410 | 162 | |||||||||||||||
Operating leases(c) | 1,190 | 226 | 355 | 223 | 386 | |||||||||||||||
Purchase and other obligations(c) | 196 | 43 | 33 | 30 | 90 | |||||||||||||||
Total contractual obligations | $ | 39,911 | $ | 3,093 | $ | 7,733 | $ | 12,578 | $ | 16,507 | ||||||||||
Other Commercial Commitments Not Recorded on the | Commitment Expiration by Period | |||||||||||||||||||
Consolidated Balance Sheet | Total | Current | 2-3 Years | 4-5 Years | After 5 Years | |||||||||||||||
Surety bonds(d) | $ | 106 | $ | 105 | $ | 1 | $ | — | $ | — | ||||||||||
Letters of credit(e) | 100 | 23 | 44 | 33 | — | |||||||||||||||
Physician commitments(f) | 40 | 30 | 10 | — | — | |||||||||||||||
Guarantees(g) | 2 | — | — | — | 2 | |||||||||||||||
Total commercial commitments | $ | 248 | $ | 158 | $ | 55 | $ | 33 | $ | 2 | ||||||||||
(a) | We have not included obligations to pay estimated professional liability claims ($1.322 billion at December 31, 2009) in this table. The estimated professional liability claims, which occurred prior to 2007, are expected to be funded by the designated investment securities that are restricted for this purpose ($1.316 billion at December 31, 2009). We also have not included obligations related to unrecognized tax |
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benefits of $628 million at December 31, 2009, as we cannot reasonably estimate the timing or amounts of additional cash payments, if any, at this time. | ||
(b) | Estimates of interest payments assumes that interest rates, borrowing spreads and foreign currency exchange rates at December 31, 2009, remain constant during the period presented. | |
(c) | Amounts relate to future operating lease obligations, purchase obligations and other obligations and are not recorded in our consolidated balance sheet. Amounts also include physician commitments that are recorded in our consolidated balance sheet. | |
(d) | Amounts relate primarily to instances in which we have agreed to indemnify various commercial insurers who have provided surety bonds to cover damages for malpractice cases which were awarded to plaintiffs by the courts. These cases are currently under appeal and the bonds will not be released by the courts until the cases are closed. | |
(e) | Amounts relate primarily to various employee benefit plan obligations in which we have letters of credit outstanding. | |
(f) | In consideration for physicians relocating to the communities in which our hospitals are located and agreeing to engage in private practice for the benefit of the respective communities, we make advances to physicians, normally over a period of one year, to assist in establishing the physicians’ practices. The actual amount of these commitments to be advanced often depends upon the financial results of the physicians’ private practices during the recruitment agreement payment period. The physician commitments reflected were based on our maximum exposure on effective agreements at December 31, 2009. | |
(g) | We have entered into guarantee agreements related to certain leases. |
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• | Leveraging Our Purchasing Power. We have established a captive group purchasing organization (“GPO”) to partner with other health care services providers to take advantage of our combined purchasing power. Our GPO generated $107 million, $93 million and $89 million of administrative fees from suppliers in 2009, 2008 and 2007, respectively, for performing GPO services and significantly lowered our supply costs. Because of our scale, our GPO has aper-unit cost advantage over competitors that we believe ranges from 5% to 21%. | |
• | Centralizing Our Billing and Accounts Receivable Collection Efforts. We have built regional service centers to create efficiencies in billing and collection processes, particularly with respect to payment disputes with managed care companies. This effort has resulted in increased, incremental cash collections. |
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• | expand the number of high quality specialty services, such as cardiology, orthopedics, oncology and neonatology; | |
• | use joint ventures with physicians to further develop our outpatient business, particularly through ASCs; | |
• | develop medical office buildings to provide convenient facilities for physicians to locate their practices and serve their patients; | |
• | focus on improving the quality, advanced technology, infrastructure and performance of our facilities; and | |
• | employ physicians as appropriate. |
• | Operations: We plan to focus on our core operations — the provision of high quality, cost-effective health care in large, high growth urban and suburban communities, primarily in the southern and western regions of the United States. Our specific policies designed to maintain this focus include: |
• | use investments in new and expanded services to drive use of our facilities; | |
• | seek rate increases from managed care payers commensurate with increases in our underlying costs to provide high quality services; | |
• | manage operating expenses by, among other methods, leveraging our scale; | |
• | seek cost savings by reducing variations in our patient care and support processes and reducing our discretionary operating expenses; and | |
• | consider divesting non-core assets, where appropriate. |
• | Leverage: We expect to have significant indebtedness for the foreseeable future. However, we expect to: |
• | manage our floating interest rate exposure through our $8.5 billion aggregate notional amount of pay-fixed rate swap agreements related to our senior secured credit facilities debt at December 31, 2009; and | |
• | endeavor to improve our credit quality over time. |
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• | Capital Expenditures: We plan to maintain a disciplined capital expenditure approach by: |
• | targeting new investments with potentially high returns; | |
• | deploying capital strategically to improve our competitive position and market share and to enhance our operations; and | |
• | manage discretionary capital expenditures based on the strength of our cash flows. |
• | Volume Measures: |
• | admissions, which is the total number of patients admitted to our hospitals and which we use as a measure of inpatient volume; | |
• | equivalent admissions, which is a measure of patient volume that takes into account both inpatient and outpatient volume; | |
• | the payer mix of our admissions, i.e., the percentage of our admissions related to Medicare, Medicaid, managed Medicare, managed Medicaid, managed care and other insurers, and uninsured patients; | |
• | emergency room visits; | |
• | inpatient and outpatient surgeries; and | |
• | the average daily census of patients in our hospital beds. |
• | Pricing Measures: |
• | revenue per equivalent admission; and | |
• | revenue, minus our provision for doubtful accounts, per equivalent admission. |
• | Expense Measures: |
• | salaries and benefits per equivalent admission; | |
• | supply costs per equivalent admission; | |
• | other operating expenses (including contract services, professional fees, repairs and maintenance, rents and leases, utilities, insurance and nonincome taxes) per equivalent admission; and | |
• | operating expenses, minus our provision for doubtful accounts, per equivalent admission. |
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• | Western Group. The Western Group is comprised of the markets in Alaska, California, Colorado, Idaho, Kansas, Nevada, Oklahoma, Texas and Utah. Samuel Hazen, who has held various positions with HCA for 24 years, is the Western Group’s President. As of December 31, 2009, there were 55 consolidating hospitals within the Western Group. The Western Group includes seven of our non-consolidated hospitals, with respect to which major strategic and operating decisions are shared equally with non-HCA partners. For the year ended December 31, 2009, the Western Group generated revenues of $13.140 billion. | |
• | Central Group. The Central Group is comprised of the markets in Indiana, Georgia (northern portion), Kansas, Kentucky, Louisiana, Mississippi, Missouri, New Hampshire, Tennessee and Virginia. Paul Rutledge, who has held various positions with HCA for 20 years, is the Central Group’s President. As of December 31, 2009, there were 46 consolidating hospitals within the Central Group. The Central Group includes one of our non-consolidating hospitals, with respect to which major strategic and operating decisions are shared equally with non-HCA partners. For the year ended December 31, 2009, the Central Group generated revenues of $7.225 billion. | |
• | Eastern Group. The Eastern Group is comprised of the markets in Florida, Georgia (southern portion) and South Carolina. Charles Hall, who has held various positions with HCA for 20 years, is the Eastern Group’s President. As of December 31, 2009, there were 48 consolidating hospitals within the Eastern Group. For the year ended December 31, 2009, the Eastern Group generated revenues of $8.807 billion. |
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Year Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Medicare | 23 | % | 23 | % | 24 | % | ||||||
Managed Medicare | 7 | 6 | 5 | |||||||||
Medicaid | 6 | 5 | 5 | |||||||||
Managed Medicaid | 4 | 3 | 3 | |||||||||
Managed care and other insurers | 52 | 53 | 54 | |||||||||
Uninsured | 8 | 10 | 9 | |||||||||
Total | 100 | % | 100 | % | 100 | % | ||||||
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Years Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Number of hospitals at end of period(a) | 155 | 158 | 161 | 166 | 175 | |||||||||||||||
Number of freestanding outpatient surgery centers at end of period(b) | 97 | 97 | 99 | 98 | 87 | |||||||||||||||
Number of licensed beds at end of period(c) | 38,839 | 38,504 | 38,405 | 39,354 | 41,265 | |||||||||||||||
Weighted average licensed beds(d) | 38,825 | 38,422 | 39,065 | 40,653 | 41,902 | |||||||||||||||
Admissions(e) | 1,556,500 | 1,541,800 | 1,552,700 | 1,610,100 | 1,647,800 | |||||||||||||||
Equivalent admissions(f) | 2,439,000 | 2,363,600 | 2,352,400 | 2,416,700 | 2,476,600 | |||||||||||||||
Average length of stay (days)(g) | 4.8 | 4.9 | 4.9 | 4.9 | 4.9 | |||||||||||||||
Average daily census(h) | 20,650 | 20,795 | 21,049 | 21,688 | 22,225 | |||||||||||||||
Occupancy rate(i) | 53 | % | 54 | % | 54 | % | 53 | % | 53 | % | ||||||||||
Emergency room visits(j) | 5,593,500 | 5,246,400 | 5,116,100 | 5,213,500 | 5,415,200 | |||||||||||||||
Outpatient surgeries(k) | 794,600 | 797,400 | 804,900 | 820,900 | 836,600 | |||||||||||||||
Inpatient surgeries(l) | 494,500 | 493,100 | 516,500 | 533,100 | 541,400 |
(a) | Excludes eight facilities in 2009, 2008 and 2007 and seven facilities in 2006 and 2005 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(b) | Excludes eight facilities in 2009 and 2008, nine facilities in 2007 and 2006 and seven facilities in 2005 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(c) | Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency. | |
(d) | Weighted average licensed beds represents the average number of licensed beds, weighted based on periods owned. | |
(e) | 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. | |
(f) | 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 revenue and gross outpatient revenue and then dividing the resulting amount by gross inpatient revenue. The equivalent admissions computation “equates” outpatient revenue to the volume measure (admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume. | |
(g) | Represents the average number of days admitted patients stay in our hospitals. | |
(h) | Represents the average number of patients in our hospital beds each day. | |
(i) | Represents the percentage of hospital licensed beds occupied by patients. Both average daily census and occupancy rate provide measures of the utilization of inpatient rooms. |
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(j) | Represents the number of patients treated in our emergency rooms. | |
(k) | 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. | |
(l) | 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. |
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State | Hospitals | Beds | ||||||
Alaska | 1 | 250 | ||||||
California | 5 | 1,587 | ||||||
Colorado | 7 | 2,259 | ||||||
Florida | 38 | 9,780 | ||||||
Georgia | 11 | 1,946 | ||||||
Idaho | 2 | 481 | ||||||
Indiana | 1 | 278 | ||||||
Kansas | 4 | 1,286 | ||||||
Kentucky | 2 | 384 | ||||||
Louisiana | 7 | 1,428 | ||||||
Mississippi | 1 | 130 | ||||||
Missouri | 6 | 1,055 | ||||||
Nevada | 3 | 1,075 | ||||||
New Hampshire | 2 | 295 | ||||||
Oklahoma | 2 | 793 | ||||||
South Carolina | 3 | 740 | ||||||
Tennessee | 12 | 2,313 | ||||||
Texas | 35 | 10,493 | ||||||
Utah | 6 | 968 | ||||||
Virginia | 9 | 2,963 | ||||||
International | ||||||||
England | 6 | 704 | ||||||
163 | 41,208 | |||||||
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Director | ||||||||||
Name | Age(1) | Since | Position(s) | |||||||
Richard M. Bracken | 57 | 2002 | Chairman of the Board and Chief Executive Officer | |||||||
R. Milton Johnson | 53 | 2009 | Executive Vice President, Chief Financial Officer and Director | |||||||
Christopher J. Birosak | 56 | 2006 | Director | |||||||
John P. Connaughton | 44 | 2006 | Director | |||||||
James D. Forbes | 50 | 2009 | Director | |||||||
Kenneth W. Freeman | 59 | 2009 | Director | |||||||
Thomas F. Frist III | 42 | 2006 | Director | |||||||
William R. Frist | 40 | 2009 | Director | |||||||
Christopher R. Gordon | 37 | 2006 | Director | |||||||
Michael W. Michelson | 58 | 2006 | Director | |||||||
James C. Momtazee | 38 | 2006 | Director | |||||||
Stephen G. Pagliuca | 55 | 2006 | Director | |||||||
Nathan C. Thorne | 56 | 2006 | Director |
(1) | As of April 1, 2010. |
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Name | Age | Position(s) | ||||
David G. Anderson | 62 | Senior Vice President — Finance and Treasurer | ||||
Victor L. Campbell | 63 | Senior Vice President | ||||
Charles J. Hall | 57 | President — Eastern Group | ||||
Samuel N. Hazen | 49 | President — Western Group | ||||
A. Bruce Moore, Jr. | 50 | President — Outpatient Services Group | ||||
Jonathan B. Perlin, M.D. | 49 | President — Clinical Services Group and Chief Medical Officer | ||||
W. Paul Rutledge | 55 | President — Central Group | ||||
Joseph A. Sowell, III | 53 | Senior Vice President and Chief Development Officer | ||||
Joseph N. Steakley | 55 | Senior Vice President — Internal Audit Services | ||||
John M. Steele | 54 | Senior Vice President — Human Resources | ||||
Donald W. Stinnett | 54 | Senior Vice President and Controller | ||||
Beverly B. Wallace | 59 | President — Shared Services Group | ||||
Robert A. Waterman | 56 | Senior Vice President, General Counsel and Chief Labor Relations Officer | ||||
Noel Brown Williams | 55 | Senior Vice President and Chief Information Officer | ||||
Alan R. Yuspeh | 60 | Senior Vice President and Chief Ethics and Compliance Officer |
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Patient | ||||||||
Safety and | ||||||||
Audit and | Quality of | |||||||
Name of Director | Compliance | Compensation | Executive | Care | ||||
Christopher J. Birosak | X | |||||||
Richard M. Bracken* | Chair | |||||||
John P. Connaughton | Chair | X | ||||||
James D. Forbes | X | |||||||
Kenneth W. Freeman | X | |||||||
Thomas F. Frist III | X | X | ||||||
William R. Frist | X | |||||||
Christopher R. Gordon | X | |||||||
R. Milton Johnson* | ||||||||
Michael W. Michelson | X | X | ||||||
James C. Momtazee | Chair | |||||||
Stephen G. Pagliuca | X | |||||||
Nathan C. Thorne | X | Chair |
* | Indicates management director. |
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• | Executive compensation strategy and philosophy; | |
• | Compensation arrangements for executive management; | |
• | Design and administration of the annual cash-based Senior Officer Performance Excellence Program; | |
• | Design and administration of our equity incentive plans; | |
• | Executive benefits and perquisites (including the HCA Restoration Plan and the Supplemental Executive Retirement Plan); and | |
• | Any other executive compensation or benefits related items deemed noteworthy by the Compensation Committee. |
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• | Executive compensation strategy and philosophy; | |
• | Compensation arrangements for executive management; | |
• | Design and administration of the annual cash-based Senior Officer Performance Excellence Program (“PEP”); | |
• | Design and administration of our equity incentive plans; | |
• | Executive benefits and perquisites (including the HCA Restoration Plan and the Supplemental Executive Retirement Plan); and | |
• | Any other executive compensation or benefits related items deemed appropriate by the Committee. |
• | Richard M. Bracken, Chairman and Chief Executive Officer; | |
• | R. Milton Johnson, Executive Vice President and Chief Financial Officer; | |
• | Beverly B. Wallace, President — Shared Services Group; | |
• | Samuel N. Hazen, President — Western Group; | |
• | W. Paul Rutledge, President — Central Group; and | |
• | Jack O. Bovender, Jr., Executive Chairman of the Board (Retired). |
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• | Reinforces HCA’s strategic initiatives; | |
• | Aligns the economic interests of our executives with those of our stockholders; and | |
• | Encourages attraction and long term retention of key contributors. |
Total Direct Compensation | • Base Salary | |
• Annual Cash-Based Incentives (offered through our PEP) | ||
• Long-Term Equity Incentives (in the form of Stock Options) | ||
Other Benefits | • Retirement Plans | |
• Limited Perquisites and Other Personal Benefits | ||
• Severance Benefits |
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Survey | Revenue Scope | |
Towers Perrin Executive Compensation Database | Greater than $20B | |
Hewitt Total Compensation Measurement | $10B - $25B | |
Hewitt Total Compensation Measurement | Greater than $25B |
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• | It effectively measures overall Company performance; | |
• | It can be considered an important surrogate for cash flow, a critical metric related to paying down the Company’s significant debt obligation; |
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• | It is the key metric driving the valuation in the internal Company model, consistent with the valuation approach used by industry analysts; and | |
• | It is consistent with the metric used for the vesting of the financial performance portion of our option grants. |
2009 Adjusted | 2009 Actual | |||||||
EBITDA Target | Adjusted EBITDA | |||||||
Company | $ | 4.768 billion | $ | 5.512 billion | ||||
Western Group | $ | 2.352 billion | $ | 2.841 billion | ||||
Central Group | $ | 1.137 billion | $ | 1.325 billion |
2009 Actual PEP | ||||||||
2009 Target PEP | Award | |||||||
Named Executive Officer | (% of Salary) | (% of Salary) | ||||||
Richard M. Bracken (Chairman and CEO) | 130 | % | 260 | % | ||||
R. Milton Johnson (Executive Vice President and CFO) | 80 | % | 160 | % | ||||
Beverly B. Wallace (President, Shared Services Group) | 66 | % | 132 | % | ||||
Samuel N. Hazen (President, Western Group) | 66 | % | 132 | % | ||||
W. Paul Rutledge (President, Central Group) | 66 | % | 132 | % | ||||
Jack O. Bovender, Jr. (Retired Chairman) | 50 | % | 100 | % |
• | 130% of base salary for Richard M. Bracken, our Chairman and CEO; | |
• | 80% of base salary for R. Milton Johnson, our Executive Vice President and CFO; | |
• | 66% of base salary for Beverly B. Wallace, our President — Shared Services Group; | |
• | 66% of base salary for Samuel N. Hazen, our President — Western Group; and | |
• | 66% of base salary for W. Paul Rutledge, our President — Central Group. |
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• | Promote our long term financial interests and growth by attracting and retaining management and other personnel and key service providers with the training, experience and abilities to enable them to make substantial contributions to the success of our business; | |
• | Motivate management personnel by means of growth-related incentives to achieve long range goals; and | |
• | Further the alignment of interests of participants with those of our stockholders through opportunities for increased stock or stock-based ownership in the Company. |
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• | Recognize significant long-term contributions and commitments by executives to the Company and to performance over an extended period of time; | |
• | Induce our executives to continue in our employ through a specified normal retirement age (initially 62 through 65, but reduced to 60 upon the change in control at the time of the Merger in 2006); and | |
• | Provide a competitive benefit to aid in attracting and retaining key executive talent. |
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• | Subject to restrictive covenants and the signing of a general release of claims, an amount equal to two times for Ms. Wallace and Messrs. Hazen and Rutledge and three times in the case of Messrs. Bracken and Johnson the sum of base salary plus PEP paid or payable in respect of the fiscal year immediately preceding the fiscal year in which termination occurs, payable over a two year period; | |
• | Pro-rata bonus; and | |
• | Continued coverage under our group health plans during the period over which the cash severance is paid. |
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Changes in | ||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||
Non-Equity | Value and | |||||||||||||||||||||||||||
Incentive | Nonqualified | |||||||||||||||||||||||||||
Option | Plan | Deferred | All Other | |||||||||||||||||||||||||
Salary | Awards | Compensation | Compensation | Compensation | ||||||||||||||||||||||||
Name and Principal Positions | Year | ($) | ($)(1) | ($)(2) | Earnings ($)(3) | ($)(4) | Total ($) | |||||||||||||||||||||
Richard M. Bracken | 2009 | $ | 1,324,975 | $ | 3,361,016 | $ | 3,445,000 | $ | 4,096,368 | $ | 25,532 | $ | 12,252,891 | |||||||||||||||
Chairman and Chief | 2008 | $ | 1,060,872 | — | $ | 694,370 | $ | 1,740,620 | $ | 31,781 | $ | 3,527,643 | ||||||||||||||||
Executive Officer | 2007 | $ | 1,060,872 | $ | 5,560,666 | $ | 1,909,570 | $ | 590,370 | $ | 142,932 | $ | 9,264,410 | |||||||||||||||
R. Milton Johnson | 2009 | $ | 849,984 | $ | 2,520,714 | $ | 1,360,000 | $ | 2,032,089 | $ | 17,674 | $ | 6,780,461 | |||||||||||||||
Executive Vice President, | 2008 | $ | 786,698 | — | $ | 355,491 | $ | 1,871,790 | $ | 38,769 | $ | 3,052,748 | ||||||||||||||||
Chief Financial Officer and Director | 2007 | $ | 750,379 | $ | 3,971,905 | $ | 900,455 | $ | 509,442 | $ | 82,462 | $ | 6,214,643 | |||||||||||||||
Beverly B. Wallace | 2009 | $ | 700,000 | $ | 997,771 | $ | 924,018 | $ | 2,047,036 | $ | 16,500 | $ | 4,685,325 | |||||||||||||||
President — Shared | 2008 | $ | 700,000 | — | $ | 314,992 | $ | 2,080,836 | $ | 15,651 | $ | 3,111,479 | ||||||||||||||||
Services Group | 2007 | $ | 700,000 | $ | 2,224,258 | $ | 840,000 | $ | 676,111 | $ | 75,013 | $ | 4,515,382 | |||||||||||||||
Samuel N. Hazen | 2009 | $ | 788,672 | $ | 997,771 | $ | 1,041,067 | $ | 1,725,405 | $ | 16,499 | $ | 4,569,414 | |||||||||||||||
President — Western Group | 2008 | $ | 788,672 | — | $ | 350,807 | $ | 810,462 | $ | 15,651 | $ | 1,965,592 | ||||||||||||||||
2007 | $ | 788,672 | $ | 2,542,007 | $ | 830,779 | $ | 258,787 | $ | 84,767 | $ | 4,505,012 | ||||||||||||||||
W. Paul Rutledge | 2009 | $ | 675,000 | $ | 997,771 | $ | 891,017 | $ | 1,510,040 | $ | 16,500 | $ | 4,090,328 | |||||||||||||||
President — Central Group | ||||||||||||||||||||||||||||
Jack O. Bovender, Jr. | 2009 | $ | 1,288,676 | $ | 1,470,443 | $ | 1,250,000 | $ | 4,127,725 | $ | 76,399 | $ | 8,213,243 | |||||||||||||||
Executive Chairman* | 2008 | $ | 1,620,228 | — | $ | 1,391,886 | $ | 3,926,217 | $ | 45,321 | $ | 6,983,652 | ||||||||||||||||
2007 | $ | 1,620,228 | $ | 6,355,038 | $ | 3,888,547 | — | $ | 197,092 | $ | 12,060,905 |
* | Mr. Bovender retired as executive Chairman of the Company effective December 15, 2009. |
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(1) | Option Awards for 2007 and 2009 include the aggregate grant date fair value of the stock option awards granted during fiscal years 2007 and 2009, respectively, in accordance with ASC 718 with respect to New Options (including the 2x Time Options) to purchase shares of our common stock awarded to the named executive officers in fiscal years 2007 and 2009, respectively, under the 2006 Plan. See Note 2 to our consolidated financial statements included in our Annual Report onForm 10-K for the fiscal year ended December 31, 2009. | |
(2) | Non-Equity Incentive Plan Compensation for 2009 reflects amounts earned for the year ended December 31, 2009 under the2008-2009 PEP, which amounts were paid in the first quarter of 2010 pursuant to the terms of the2008-2009 PEP. For 2009, the Company exceeded its maximum performance level, as adjusted, with respect to the Company’s EBITDA and the Central and Western Group EBITDA; therefore, pursuant to the terms of the2008-2009 PEP, awards under the2008-2009 PEP were paid out to the named executive officers, at the maximum level of 200% of their respective target amounts. Mr. Bovender was also awarded, pursuant to his Amended Employment Agreement, an additional one-time bonus of $250,000 based upon his contributions to certain legislative initiatives as determined by the Committee. | |
Non-Equity Incentive Plan Compensation for 2008 reflects amounts earned for the year ended December 31, 2008 under the2008-2009 PEP, which amounts were paid in the first quarter of 2009 pursuant to the terms of the2008-2009 PEP. For 2008, the Company did not achieve its target performance level, but exceeded its threshold performance level, as adjusted, with respect to the Company’s EBITDA; therefore, pursuant to the terms of the2008-2009 PEP, 2008 awards under the2008-2009 PEP were paid out to the named executive officers at approximately 68.2% of each such officer’s respective target amount, with the exception of Mr. Hazen, whose award was paid out at approximately 67.4% of his target amount, due to the 50% of his PEP based on the Western Group EBITDA, which also exceeded the threshold performance level but did not reach the target performance level. | ||
Non-Equity Incentive Plan Compensation for 2007 reflects amounts earned for the year ended December 31, 2007 under the 2007 PEP, which amounts were paid in the first quarter of 2008 pursuant to the terms of the 2007 PEP. For 2007, the Company exceeded its maximum performance level, as adjusted, with respect to the Company’s EBITDA; therefore, pursuant to the terms of the 2007 PEP, awards under the 2007 PEP were paid out to the named executive officers, at the maximum level of 200% of their respective target amounts, with the exception of Mr. Hazen, whose award was paid out at 175.6% of the target amount, due to the 50% of his PEP based on the Western Group EBITDA, which exceeded the target but did not reach the maximum performance level. | ||
(3) | All amounts for 2009 are attributable to changes in value of the SERP benefits. Assumptions used to calculate these figures are provided under the table titled “2009 Pension Benefits.” The changes in the SERP benefit value during 2009 were impacted mainly by: (i) the passage of time which reflects another year of pay and service plus actual investment return, (ii) the discount rate changing from 6.25% to 5.00%, which resulted in an increase in the value and (iii) the use of the actual 2009 interest rate of 4.24% for Mr. Bovender who retired in 2009. The impact of these events on the SERP benefit values was: |
Bracken | Johnson | Wallace | Hazen | Rutledge | Bovender | |||||||||||||||||||
Passage of Time | $ | 1,655,097 | $ | 618,320 | $ | 788,376 | $ | 343,653 | $ | 420,979 | $ | 2,053,402 | ||||||||||||
Discount Rate Change | $ | 2,441,271 | $ | 1,413,769 | $ | 1,258,660 | $ | 1,381,752 | $ | 1,089,061 | — | |||||||||||||
Actual Retirement | — | — | — | — | — | $ | 2,074,323 |
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Bracken | Johnson | Wallace | Hazen | Bovender | ||||||||||||||||
Passage of Time | $ | 2,142,217 | $ | 2,100,290 | $ | 2,301,107 | $ | 1,037,631 | $ | 1,432,831 | ||||||||||
Discount Rate Change | $ | (401,597 | ) | $ | (228,500 | ) | $ | (220,271 | ) | $ | (227,169 | ) | $ | (467,374 | ) | |||||
Change in Election | — | — | — | — | $ | 2,960,760 |
Bracken | Johnson | Wallace | Hazen | Bovender | ||||||||||||||||
Passage of Time | $ | 399,630 | $ | 510,118 | $ | 549,404 | $ | 266,066 | $ | (966,974 | ) | |||||||||
Discount Rate Change | $ | (351,603 | ) | $ | (145,992 | ) | $ | (165,945 | ) | $ | (186,325 | ) | $ | (542,195 | ) | |||||
Actual Election | $ | 542,343 | $ | 145,315 | $ | 292,652 | $ | 179,046 | $ | (1,322,788 | ) |
(4) | 2009 amounts generally consist of: |
• | Matching Company contributions to our 401(k) Plan as set forth below. |
Bracken | Johnson | Wallace | Hazen | Rutledge | Bovender | |||||||||||||||||||
HCA 401(k) matching contribution | $ | 16,500 | $ | 16,500 | $ | 16,500 | $ | 16,499 | $ | 16,500 | $ | 16,500 |
• | Personal use of corporate aircraft. In 2009, Messrs. Bracken, Johnson and Bovender were allowed personal use of Company aircraft with an estimated incremental cost of $5,025, $1,129 and $13,141, respectively, to the Company. Ms. Wallace and Messrs. Hazen and Rutledge did not have any personal travel on Company aircraft in 2009. We calculate the aggregate incremental cost of the personal use of Company aircraft based on a methodology that includes the average aggregate cost, on a per nautical mile basis, of variable expenses incurred in connection with personal plane usage, including trip-related maintenance, landing fees, fuel, crew hotels and meals, on-board catering, trip-related hangar and parking costs and other variable costs. Because our aircraft are used primarily for business travel, our incremental cost methodology does not include fixed costs of owning and operating aircraft that do not change based on usage. We grossed up the income attributed to Mr. Bracken with respect to certain trips on Company aircraft. The additional income attributed to him as a result of gross ups was $594. In addition, we will pay the expenses of our executives’ spouses associated with travel toand/or attendance at business related events at which spouse attendance is appropriate. We paid approximately $2,477 and $13,327 for traveland/or other expenses incurred by Messrs. Bracken’s and Bovender’s wives, respectively, for such business related events, and additional income of $891 and $4,793 was attributed to Messrs. Bracken and Bovender, respectively, as a result of the gross up on such amounts. | |
• | Additional income of $28,638 was attributed to Mr. Bovender for gifts received from the Company in connection with his retirement. |
• | Company contributions to our former Retirement Plan and matching Company contributions to our 401(k) Plan as set forth below. |
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Bracken | Johnson | Wallace | Hazen | Bovender | ||||||||||||||||
HCA Retirement Plan | $ | 3,163 | $ | 3,163 | $ | 3,163 | $ | 3,163 | $ | 3,163 | ||||||||||
HCA 401(k) matching contribution | $ | 12,488 | $ | 12,488 | $ | 12,488 | $ | 12,488 | $ | 12,488 | ||||||||||
HCA Restoration Plan | — | — | — | — | — |
• | Personal use of corporate aircraft. In 2008, Messrs. Bovender, Bracken and Johnson were allowed personal use of Company aircraft with an estimated incremental cost of $28,913, $15,233 and $4,546, respectively, to the Company. Ms. Wallace and Mr. Hazen did not have any personal travel on Company aircraft in 2008. We calculate the aggregate incremental cost of the personal use of Company aircraft based on a methodology that includes the average aggregate cost, on a per nautical mile basis, of variable expenses incurred in connection with personal plane usage, including trip-related maintenance, landing fees, fuel, crew hotels and meals, on-board catering, trip-related hangar and parking costs and other variable costs. Because our aircraft are used primarily for business travel, our incremental cost methodology does not include fixed costs of owning and operating aircraft that do not change based on usage. We grossed up the income attributed to Messrs. Bovender and Bracken with respect to certain trips on Company aircraft. The additional income attributed to them as a result of gross ups was $588 and $599, respectively. In addition, we will pay the expenses of our executives’ spouses associated with travel toand/or attendance at business related events at which spouse attendance is appropriate. We paid approximately $107, $189 and $13,660 for traveland/or other expenses incurred by Messrs. Bovender’s, Bracken’s and Johnson’s wives, respectively, for such business related events, and additional income of $62, $109 and $4,912 was attributed to Messrs. Bovender, Bracken and Johnson, respectively, as a result of the gross up on such amounts. |
• | Company contributions to our former Retirement Plan, matching Company contributions to our 401(k) Plan and Company accruals for our Restoration Plan as set forth below. |
Bracken | Johnson | Wallace | Hazen | Bovender | ||||||||||||||||
HCA Retirement Plan | $ | 19,388 | $ | 19,388 | $ | 19,388 | $ | 19,388 | $ | 19,388 | ||||||||||
HCA 401(k) matching contribution | $ | 3,375 | $ | 3,375 | $ | 3,375 | $ | 3,375 | $ | 2,250 | ||||||||||
HCA Restoration Plan | $ | 91,946 | $ | 57,792 | $ | 52,250 | $ | 62,004 | $ | 153,475 |
• | Personal use of corporate aircraft. In 2007, Messrs. Bovender and Bracken were allowed personal use of Company aircraft with an estimated incremental cost of $21,350 and $26,895, respectively, to the Company, calculated as described above. Ms. Wallace and Mr. Hazen did not have any personal travel on Company’s aircraft in 2007. We grossed up the income attributed to Messrs. Bovender and Bracken with respect to certain trips on Company aircraft. The additional income attributed to them as a result of gross ups was $629 and $863, respectively. In addition, we will pay the travel expenses of our executives’ spouses associated with travel to business related events at which spouse attendance is appropriate. We paid approximately $342 for travel by Mr. Bracken’s wife on a commercial airline and related expenses for such an event, and additional income of $123 was attributed to Mr. Bracken as a result of the gross up on such amount. |
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All Other | ||||||||||||||||||||||||||||||||||||||||
Option | ||||||||||||||||||||||||||||||||||||||||
Estimated Possible Payouts | Estimated Possible Payouts | Awards: | Exercise or | |||||||||||||||||||||||||||||||||||||
Under Non-Equity Incentive | Under Equity Incentive | Number of | Base Price | Grant Date | ||||||||||||||||||||||||||||||||||||
Plan Awards ($)(1) | Plan Awards (#) | Securities | of Option | Fair Value | ||||||||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Underlying | Awards | of Option | |||||||||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | Options(2) | ($/sh) | Awards | ||||||||||||||||||||||||||||||
Richard M. Bracken | 10/6/2009 | — | — | — | — | — | — | 315,742 | $ | 102.00 | $ | 3,361,016 | ||||||||||||||||||||||||||||
Richard M. Bracken | N/A | $ | 861,250 | $ | 1,722,500 | $ | 3,445,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||
R. Milton Johnson | 10/6/2009 | — | — | — | — | — | — | 236,802 | $ | 102.00 | $ | 2,520,714 | ||||||||||||||||||||||||||||
R. Milton Johnson | N/A | $ | 340,000 | $ | 680,000 | $ | 1,360,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Beverly B. Wallace | 10/6/2009 | — | — | — | — | — | — | 93,733 | $ | 102.00 | $ | 997,771 | ||||||||||||||||||||||||||||
Beverly B. Wallace | N/A | $ | 231,004 | $ | 462,009 | $ | 924,018 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Samuel N. Hazen | 10/6/2009 | — | — | — | — | — | — | 93,733 | $ | 102.00 | $ | 997,771 | ||||||||||||||||||||||||||||
Samuel N. Hazen | N/A | $ | 260,267 | $ | 520,534 | $ | 1,041,067 | — | — | — | — | — | — | |||||||||||||||||||||||||||
W. Paul Rutledge | 10/6/2009 | — | — | — | — | — | — | 93,733 | $ | 102.00 | $ | 997,771 | ||||||||||||||||||||||||||||
W. Paul Rutledge | N/A | $ | 222,754 | $ | 445,509 | $ | 891,017 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Jack O. Bovender, Jr. | 10/6/2009 | — | — | — | — | — | — | 138,137 | $ | 102.00 | $ | 1,470,443 | ||||||||||||||||||||||||||||
Jack O. Bovender, Jr. | N/A | $ | 250,000 | $ | 500,000 | $ | 1,000,000 | — | — | — | — | — | — |
(1) | Non-equity incentive awards granted to each of the named executive officers pursuant to our2008-2009 PEP for the 2009 fiscal year, as described in more detail under “— Compensation Discussion and Analysis — Elements of Compensation — Annual Incentive Compensation: PEP.” The amounts shown in the “Threshold” column reflect the threshold payment, which is 50% of the amount shown in the “Target” column. The amount shown in the “Maximum” column is 200% of the target amount. Mr. Bovender’s Amended Employment Agreement set forth his PEP target for the 2009 fiscal year. Pursuant to the terms of the2008-2009 PEP, the Company exceeded its maximum performance level, as adjusted, for 2009 with respect to the Company’s EBITDA and the Central and Western Group EBITDA; therefore, pursuant to the terms of the2008-2009 PEP, awards were paid out to the named executive officers, at the maximum level of 200% of their respective target amounts for 2009. Messrs. Bracken, Johnson, Hazen, Rutledge and Bovender and Ms. Wallace received $3,445,000, $1,360,000, $1,041,067, $891,017, $1,000,000 and $924,018, respectively, under the2008-2009 Senior Officer PEP for the 2009 fiscal year. Such amounts are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. | |
(2) | Stock options awarded under the 2006 Plan, pursuant to the named executive officers’ respective employment agreements, by the Compensation Committee as a part of the named executive officers’ long term equity incentive award. The 2x Time Options granted in 2009 are structured, pursuant to the named executive officer’s respective employment agreements, so that 40% were vested on the grant date to reflect employment served since the Merger, an additional 20% vested on November 17, 2009 and an additional 20% will vest on each of November 17, 2010 and November 17, 2011, respectively. The terms of these option awards are described in more detail under “— Compensation Discussion and Analysis — Elements of Compensation — Long Term Equity Incentive Awards: Options.” The aggregate grant date fair value of these option grants in accordance with ASC 718 is reflected in the “Option Awards” column of the Summary Compensation Table. |
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Equity Incentive | ||||||||||||||||||||
Plan Awards: | ||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||
Securities | Securities | Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | Option | |||||||||||||||||
Unexercised | Unexercised | Unexercised | Exercise | Option | ||||||||||||||||
Options | Options | Unearned | Price | Expiration | ||||||||||||||||
Name | Exercisable(#)(1)(2)(3) | Unexercisable(#)(2)(3) | Options(#)(2) | ($)(4)(5)(6) | Date | |||||||||||||||
Richard M. Bracken | 8,052 | — | — | $ | 12.75 | 3/22/2011 | ||||||||||||||
Richard M. Bracken | 26,248 | — | — | $ | 12.75 | 7/26/2011 | ||||||||||||||
Richard M. Bracken | 29,934 | — | — | $ | 12.75 | 1/24/2012 | ||||||||||||||
Richard M. Bracken | 40,490 | — | — | $ | 12.75 | 1/29/2013 | ||||||||||||||
Richard M. Bracken | 30,235 | — | — | $ | 12.75 | 1/29/2014 | ||||||||||||||
Richard M. Bracken | 10,739 | — | — | $ | 12.75 | 1/27/2015 | ||||||||||||||
Richard M. Bracken | 7,095 | — | — | $ | 12.75 | 1/26/2016 | ||||||||||||||
Richard M. Bracken | 116,550 | 69,932 | 163,172 | $ | 51.00 | 1/30/2017 | ||||||||||||||
Richard M. Bracken | 189,444 | 126,298 | — | $ | 102.00 | 10/6/2019 | ||||||||||||||
R. Milton Johnson | 6,039 | — | — | $ | 12.75 | 3/22/2011 | ||||||||||||||
R. Milton Johnson | 9,579 | — | — | $ | 12.75 | 1/24/2012 | ||||||||||||||
R. Milton Johnson | 9,254 | — | — | $ | 12.75 | 1/29/2013 | ||||||||||||||
R. Milton Johnson | 8,062 | — | — | $ | 12.75 | 1/29/2014 | ||||||||||||||
R. Milton Johnson | 26,013 | — | — | $ | 12.75 | 7/22/2014 | ||||||||||||||
R. Milton Johnson | 6,441 | — | — | $ | 12.75 | 1/27/2015 | ||||||||||||||
R. Milton Johnson | 4,301 | — | — | $ | 12.75 | 1/26/2016 | ||||||||||||||
R. Milton Johnson | 83,250 | 49,951 | 116,552 | $ | 51.00 | 1/30/2017 | ||||||||||||||
R. Milton Johnson | 142,080 | 94,722 | — | $ | 102.00 | 10/6/2019 | ||||||||||||||
Beverly B. Wallace | 6,039 | — | — | $ | 12.75 | 3/22/2011 | ||||||||||||||
Beverly B. Wallace | 9,579 | — | — | $ | 12.75 | 1/24/2012 | ||||||||||||||
Beverly B. Wallace | 13,882 | — | — | $ | 12.75 | 1/29/2013 | ||||||||||||||
Beverly B. Wallace | 11,422 | — | — | $ | 12.75 | 1/29/2014 | ||||||||||||||
Beverly B. Wallace | 4,601 | — | — | $ | 12.75 | 1/27/2015 | ||||||||||||||
Beverly B. Wallace | 3,559 | — | — | $ | 12.75 | 1/26/2016 | ||||||||||||||
Beverly B. Wallace | 46,620 | 27,973 | 65,268 | $ | 51.00 | 1/30/2017 | ||||||||||||||
Beverly B. Wallace | 56,238 | 37,495 | — | $ | 102.00 | 10/6/2019 |
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Equity Incentive | ||||||||||||||||||||
Plan Awards: | ||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||
Securities | Securities | Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | Option | |||||||||||||||||
Unexercised | Unexercised | Unexercised | Exercise | Option | ||||||||||||||||
Options | Options | Unearned | Price | Expiration | ||||||||||||||||
Name | Exercisable(#)(1)(2)(3) | Unexercisable(#)(2)(3) | Options(#)(2) | ($)(4)(5)(6) | Date | |||||||||||||||
Samuel N. Hazen | 6,039 | — | — | $ | 12.75 | 3/22/2011 | ||||||||||||||
Samuel N. Hazen | 13,124 | — | — | $ | 12.75 | 7/26/2011 | ||||||||||||||
Samuel N. Hazen | 19,158 | — | — | $ | 12.75 | 1/24/2012 | ||||||||||||||
Samuel N. Hazen | 23,137 | — | — | $ | 12.75 | 1/29/2013 | ||||||||||||||
Samuel N. Hazen | 16,797 | — | — | $ | 12.75 | 1/29/2014 | ||||||||||||||
Samuel N. Hazen | 6,441 | — | — | $ | 12.75 | 1/27/2015 | ||||||||||||||
Samuel N. Hazen | 4,301 | — | — | $ | 12.75 | 1/26/2016 | ||||||||||||||
Samuel N. Hazen | 53,280 | 31,969 | 74,592 | $ | 51.00 | 1/30/2017 | ||||||||||||||
Samuel N. Hazen | 56,238 | 37,495 | — | $ | 102.00 | 10/6/2019 | ||||||||||||||
W. Paul Rutledge | 8,381 | — | — | $ | 12.75 | 1/24/2012 | ||||||||||||||
W. Paul Rutledge | 9,254 | — | — | $ | 12.75 | 1/29/2013 | ||||||||||||||
W. Paul Rutledge | 5,375 | — | — | $ | 12.75 | 1/29/2014 | ||||||||||||||
W. Paul Rutledge | 2,297 | — | — | $ | 12.75 | 1/27/2015 | ||||||||||||||
W. Paul Rutledge | 5,395 | — | — | $ | 12.75 | 10/1/2015 | ||||||||||||||
W. Paul Rutledge | 4,301 | — | — | $ | 12.75 | 1/26/2016 | ||||||||||||||
W. Paul Rutledge | 46,620 | 27,973 | 65,268 | $ | 51.00 | 1/30/2017 | ||||||||||||||
W. Paul Rutledge | 56,238 | 37,495 | — | $ | 102.00 | 10/6/2019 | ||||||||||||||
Jack O. Bovender, Jr. | 133,200 | 79,922 | 186,482 | $ | 51.00 | 1/30/2017 | ||||||||||||||
Jack O. Bovender, Jr. | 82,881 | 55,256 | — | $ | 102.00 | 10/6/2019 |
(1) | Reflects Rollover Options, as further described under “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Options,” the 40% of the named executive officer’s time vested New Options, comprised of the 20% that vested as of January 30, 2008 and January 30, 2009, respectively, the 60% of the named executive officer’s EBITDA-based performance vested New Options, comprised of the 20% that vested as of December 31, 2007, December 31, 2008 and December 31, 2009, respectively (upon the Committee’s determination that the Company achieved the 2007, 2008 and 2009 EBITDA performance targets under the option awards, as adjusted, as described in more detail under “— Compensation Discussion and Analysis — Elements of Compensation — Long Term Equity Incentive Awards: Options”) and the 60% of the named executive officer’s vested 2x Time Options, comprised of the 40% that were vested on the grant date and the 20% that vested on November 17, 2009. | |
(2) | Reflects New Options awarded in January 2007 under the 2006 Plan by the Compensation Committee as part of the named executive officer’s long term equity incentive award. The New Options granted in 2007 are structured so that1/3 are time vested options (vesting in five equal installments on the first five anniversaries of the January 30, 2007 grant date),1/3 are EBITDA-based performance vested options (vesting in equal increments of 20% at the end of fiscal years 2007, 2008, 2009, 2010 and 2011 if certain annual EBITDA performance targets are achieved, subject to “catch up” vesting, such that, options that were eligible to vest but failed to vest due to our failure to achieve prior EBITDA targets will vest if at the end of any subsequent year or at the end of fiscal year 2012, the cumulative total EBITDA earned in all prior years exceeds the cumulative EBITDA target at the end of such fiscal year) and1/3 are performance options that vest based on investment return to the Sponsors (vesting with respect to 10% of the common stock subject to such options at the end of fiscal years 2007, 2008, 2009, 2010 and 2011 if the Investor Return is at least $102.00 and with respect to an additional 10% at the end of fiscal years 2007, 2008, 2009, 2010 and 2011 if the Investor Return is at least $127.50, subject to “catch up” vesting if the relevant Investor Return is achieved at any time occurring prior to January 30, 2017, so long as the named executive officer remains employed by the Company). The time vested options are reflected in the “Number of Securities Underlying Unexercised Options Unexercisable” column (with the exception of the 40% of the time vested options that were vested as of December 31, 2009, which are reflected in the “Number of Securities Underlying Unexercised Options Exercisable” column), and the EBITDA-based performance vested |
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options and investment return performance vested options are both reflected in the “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” column (with the exception of the 60% of the EBITDA-based performance vested options that were vested as of December 31, 2009, which are reflected in the “Number of Securities Underlying Unexercised Options Exercisable” column). The terms of these option awards are described in more detail under “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Options.” | ||
(3) | Reflects 2x Time Options awarded in October 2009 under the 2006 Plan by the Compensation Committee, pursuant to the named executive officer’s employment agreement, as part of the named executive officer’s long term equity incentive award. The 2x Time Options are structured, pursuant to the named executive officer’s respective employment agreements, so that 40% were vested on the grant date, an additional 20% vested on November 17, 2009 and an additional 20% will vest on November 17, 2010 and November 17, 2011, respectively. The 60% of the 2x Time Options that were vested as of December 31, 2009 are reflected in the “Number of Securities Underlying Unexercised Options Exercisable” column, and the 40% of the 2x Time Options that were not vested as of December 31, 2009 are reflected in the “Number of Securities Underlying Unexercised Options Unexercisable” column. The terms of these option awards are described in more detail under “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Options.” | |
(4) | Immediately after the consummation of the Merger, all Rollover Options (other than those with an exercise price below $12.75) were adjusted such that they retained the same “spread value” (as defined below) as immediately prior to the Merger, but the new per share exercise price for all Rollover Options would be $12.75. The term “spread value” means the difference between (x) the aggregate fair market value of the common stock (determined using the Merger consideration of $51.00 per share) subject to the outstanding options held by the participant immediately prior to the Merger that became Rollover Options, and (y) the aggregate exercise price of those options. | |
(5) | The exercise price for the New Options granted under the 2006 Plan to the named executive officers on January 30, 2007 was equal to the fair value of our common stock on the date of the grant, as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors, pursuant to the terms of the 2006 Plan. | |
(6) | The exercise price for the 2x Time Options granted under the 2006 Plan to the named executive officers on October 6, 2009 was $102.00, pursuant to the named executive officers’ employment agreements. |
Option Awards | ||||||||
Number of Shares | ||||||||
Acquired on | Value Realized on | |||||||
Name | Exercise(1) | Exercise ($)(2) | ||||||
Jack O. Bovender, Jr. | 188,340 | $ | 21,243,911 |
(1) | Mr. Bovender elected a cashless exercise of 360,494 stock options resulting in net shares realized of 188,340. | |
(2) | Represents the difference between the exercise price of the options and the fair market value of the common stock on the date of exercise, as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors. |
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Number of Years | Present Value of | Payments During | ||||||||||||||
Name | Plan Name | Credited Service | Accumulated Benefit | Last Fiscal Year | ||||||||||||
Richard M. Bracken | SERP | 28 | $ | 14,303,696 | — | |||||||||||
R. Milton Johnson | SERP | 27 | $ | 6,353,324 | — | |||||||||||
Beverly B. Wallace | SERP | 26 | $ | 8,696,543 | — | |||||||||||
Samuel N. Hazen | SERP | 27 | $ | 5,330,983 | — | |||||||||||
W. Paul Rutledge | SERP | 28 | $ | 5,504,026 | — | |||||||||||
Jack O. Bovender, Jr. | SERP | 29 | — | $ | 26,300,528 |
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Executive | Registrant | Aggregate | Aggregate | |||||||||||||||||
Contributions | Contributions | Earnings | Aggregate | Balance | ||||||||||||||||
in Last | in Last | in Last | Withdrawals/ | at Last | ||||||||||||||||
Name | Fiscal Year | Fiscal Year | Fiscal Year | Distributions | Fiscal Year End | |||||||||||||||
Richard M. Bracken | — | — | $ | 267,148 | — | $ | 1,418,398 | |||||||||||||
R. Milton Johnson | — | — | $ | 109,549 | — | $ | 581,639 | |||||||||||||
Beverly B. Wallace | — | — | $ | 90,252 | — | $ | 479,186 | |||||||||||||
Samuel N. Hazen | — | — | $ | 146,239 | — | $ | 776,440 | |||||||||||||
W. Paul Rutledge | — | — | $ | 80,356 | — | $ | 426,642 | |||||||||||||
Jack O. Bovender, Jr. | — | — | $ | 498,306 | — | $ | 2,692,051 |
Restoration Contribution | ||||||||||||||||||||||||||||
Name | 2001 | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | |||||||||||||||||||||
Richard M. Bracken | $ | 87,924 | $ | 146,549 | $ | 162,344 | $ | 192,858 | $ | 172,571 | $ | 409,933 | $ | 91,946 | ||||||||||||||
R. Milton Johnson | — | — | — | — | $ | 71,441 | $ | 212,109 | $ | 57,792 | ||||||||||||||||||
Beverly B. Wallace | — | — | — | — | — | — | $ | 52,250 | ||||||||||||||||||||
Samuel N. Hazen | — | — | $ | 79,510 | $ | 101,488 | $ | 97,331 | $ | 247,060 | $ | 62,004 | ||||||||||||||||
Jack O. Bovender, Jr. | $ | 187,193 | $ | 268,523 | $ | 289,899 | $ | 363,481 | $ | 295,062 | $ | 856,424 | $ | 153,475 |
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Involuntary | Voluntary | |||||||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | Change in | ||||||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | Control | ||||||||||||||||||||||||||||
Cash Severance(1) | — | — | — | $ | 6,058,110 | — | $ | 6,058,110 | — | — | — | |||||||||||||||||||||||||
Non-Equity Incentive Bonus(2) | $ | 3,445,000 | $ | 3,445,000 | $ | 3,445,000 | $ | 3,445,000 | — | $ | 3,445,000 | $ | 3,445,000 | $ | 3,445,000 | $ | 3,445,000 | |||||||||||||||||||
Unvested Stock Options(3) | — | — | — | — | — | — | — | — | $ | 8,622,517 | ||||||||||||||||||||||||||
SERP(4) | $ | 15,493,294 | $ | 15,493,294 | — | $ | 15,493,294 | $ | 15,493,294 | $ | 15,493,294 | $ | 15,493,294 | $ | 13,722,318 | — | ||||||||||||||||||||
Retirement Plans(5) | $ | 2,522,553 | $ | 2,522,553 | $ | 2,522,553 | $ | 2,522,553 | $ | 2,522,553 | $ | 2,522,553 | $ | 2,522,553 | $ | 2,522,553 | — | |||||||||||||||||||
Health and Welfare Benefits | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Disability Income(6) | — | — | — | — | — | — | $ | 1,819,299 | — | — | ||||||||||||||||||||||||||
Life Insurance Benefits(7) | — | — | — | — | — | — | — | $ | 1,401,000 | — | ||||||||||||||||||||||||||
Accrued Vacation Pay | $ | 183,462 | $ | 183,462 | $ | 183,462 | $ | 183,462 | $ | 183,462 | $ | 183,462 | $ | 183,462 | $ | 183,462 | — | |||||||||||||||||||
Total | $ | 21,644,309 | $ | 21,644,309 | $ | 6,151,015 | $ | 27,702,419 | $ | 18,199,309 | $ | 27,702,419 | $ | 23,463,608 | $ | 21,274,333 | $ | 12,067,517 | ||||||||||||||||||
(1) | Represents amounts Mr. Bracken would be entitled to receive pursuant to his employment agreement. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(2) | Represents the amount Mr. Bracken would be entitled to receive for the 2009 fiscal year pursuant to the2008-2009 PEP and his employment agreement, which amount is also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(3) | Represents the intrinsic value of all unvested stock options, which will become vested upon the Change in Control, calculated as the difference between the exercise price of Mr. Bracken’s unvested New Options and the fair value price of our common stock on December 31, 2009 as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors for internal purposes ($87.99 per share). For the purposes of this calculation, it is assumed that the Company achieved an Investor Return of at least 2.5 times the Base Price of $51.00 at the end of the 2009 fiscal year. The $102.00 per share exercise price of 2x Time Options was greater than the December 31, 2009 fair value price; therefore, this value does not include Mr. Bracken’s unvested 2x Time Options. | |
(4) | Reflects the actual lump sum value of the SERP based on the 2009 interest rate of 4.24%. |
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(5) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Bracken would be entitled. The value includes $1,104,155 from the HCA 401(k) Plan (which represents the value of the Company’s contributions) and $1,418,398 from the HCA Restoration Plan. | |
(6) | Reflects the estimated lump sum present value of all future payments which Mr. Bracken would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable after the five-month elimination period until age 66, and monthly benefits of $10,000 per month from our Supplemental Insurance Program payable after the six-month elimination period to age 65. | |
(7) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Bracken. Mr. Bracken’s payment upon death while actively employed includes $1,326,000 of Company-paid life insurance and $75,000 from the Executive Death Benefit Plan. |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | Change in | ||||||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | Control | ||||||||||||||||||||||||||||
Cash Severance(1) | — | — | — | $ | 3,616,473 | — | $ | 3,616,473 | — | — | — | |||||||||||||||||||||||||
Non-Equity Incentive Bonus(2) | $ | 1,360,000 | $ | 1,360,000 | $ | 1,360,000 | $ | 1,360,000 | — | $ | 1,360,000 | $ | 1,360,000 | $ | 1,360,000 | $ | 1,360,000 | |||||||||||||||||||
Unvested Stock Options(3) | — | — | — | — | — | — | — | — | $ | 6,158,946 | ||||||||||||||||||||||||||
SERP(4) | $ | 7,685,014 | — | — | $ | 7,685,014 | $ | 7,685,014 | $ | 7,685,014 | $ | 7,685,014 | $ | 7,162,791 | — | |||||||||||||||||||||
Retirement Plans(5) | $ | 1,520,116 | $ | 1,520,116 | $ | 1,520,116 | $ | 1,520,116 | $ | 1,520,116 | $ | 1,520,116 | $ | 1,520,116 | $ | 1,520,116 | — | |||||||||||||||||||
Health and Welfare Benefits | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Disability Income(6) | — | — | — | — | — | — | $ | 2,077,246 | — | — | ||||||||||||||||||||||||||
Life Insurance Benefits(7) | — | — | — | — | — | — | — | $ | 851,000 | — | ||||||||||||||||||||||||||
Accrued Vacation Pay | $ | 117,692 | $ | 117,692 | $ | 117,692 | $ | 117,692 | $ | 117,692 | $ | 117,692 | $ | 117,692 | $ | 117,692 | — | |||||||||||||||||||
Total | $ | 10,682,822 | $ | 2,997,808 | $ | 2,997,808 | $ | 14,299,295 | $ | 9,322,822 | $ | 14,299,295 | $ | 12,760,068 | $ | 11,011,599 | $ | 7,518,946 | ||||||||||||||||||
(1) | Represents amounts Mr. Johnson would be entitled to receive pursuant to his employment agreement. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(2) | Represents the amount Mr. Johnson would be entitled to receive for the 2009 fiscal year pursuant to the2008-2009 PEP and his employment agreement, which amount is also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(3) | Represents the intrinsic value of all unvested stock options, which will become vested upon the Change in Control, calculated as the difference between the exercise price of Mr. Johnson’s unvested New Options and the fair value price of our common stock on December 31, 2009 as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors for internal purposes ($87.99 per share). For the purposes of this calculation, it is assumed that the Company achieved an Investor Return of at least 2.5 times the Base Price of $51.00 at the end of the 2009 fiscal year. The $102.00 per share exercise price of 2x Time Options was greater than the December 31, 2009 fair value price; therefore, this value does not include Mr. Johnson’s unvested 2x Time Options. | |
(4) | Reflects the actual lump sum value of the SERP based on the 2009 interest rate of 4.24%. | |
(5) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Johnson would be entitled. The value includes $938,477 from the HCA 401(k) Plan (which represents the value of the Company’s contributions) and $581,639 from the HCA Restoration Plan. | |
(6) | Reflects the estimated lump sum present value of all future payments which Mr. Johnson would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable after the five-month elimination period until age 66 and 4 months, and monthly benefits of $10,000 per month from our Supplemental Insurance Program payable after the six-month elimination period to age 65. |
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(7) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Johnson. Mr. Johnson’s payment upon death while actively employed with the Company includes $851,000 of Company-paid life insurance. |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | Change in | ||||||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | Control | ||||||||||||||||||||||||||||
Cash Severance(1) | — | — | — | $ | 2,030,010 | — | $ | 2,030,010 | — | — | — | |||||||||||||||||||||||||
Non-Equity Incentive Bonus(2) | $ | 924,018 | $ | 924,018 | $ | 924,018 | $ | 924,018 | — | $ | 924,018 | $ | 924,018 | $ | 924,018 | $ | 924,018 | |||||||||||||||||||
Unvested Stock Options(3) | — | — | — | — | — | — | — | — | $ | 3,448,985 | ||||||||||||||||||||||||||
SERP(4) | $ | 8,658,884 | $ | 8,658,884 | — | $ | 8,658,884 | $ | 8,658,884 | $ | 8,658,884 | $ | 8,658,884 | $ | 7,794,032 | — | ||||||||||||||||||||
Retirement Plans(5) | $ | 938,279 | $ | 938,279 | $ | 938,279 | $ | 938,279 | $ | 938,279 | $ | 938,279 | $ | 938,279 | $ | 938,279 | — | |||||||||||||||||||
Health and Welfare Benefits | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Disability Income(6) | — | — | — | — | — | — | $ | 1,354,785 | — | — | ||||||||||||||||||||||||||
Life Insurance Benefits(7) | — | — | — | — | — | — | — | $ | 701,000 | — | ||||||||||||||||||||||||||
Accrued Vacation Pay | $ | 96,925 | $ | 96,925 | $ | 96,925 | $ | 96,925 | $ | 96,925 | $ | 96,925 | $ | 96,925 | $ | 96,925 | — | |||||||||||||||||||
Total | $ | 10,618,106 | $ | 10,618,106 | $ | 1,959,222 | $ | 12,648,116 | $ | 9,694,088 | $ | 12,648,116 | $ | 11,972,891 | $ | 10,454,254 | $ | 4,373,003 | ||||||||||||||||||
(1) | Represents amounts Ms. Wallace would be entitled to receive pursuant to her employment agreement. See “Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(2) | Represents the amount Ms. Wallace would be entitled to receive for the 2009 fiscal year pursuant to the2008-2009 PEP and her employment agreement, which amount is also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(3) | Represents the intrinsic value of all unvested stock options, which will become vested upon the Change in Control, calculated as the difference between the exercise price of Ms. Wallace’s unvested New Options and the fair value price of our common stock on December 31, 2009 as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors for internal purposes ($87.99 per share). For the purposes of this calculation, it is assumed that the Company achieved an Investor Return of at least 2.5 times the Base Price of $51.00 at the end of the 2009 fiscal year. The $102.00 per share exercise price of 2x Time Options was greater than the December 31, 2009 fair value price; therefore, this value does not include Ms. Wallace’s unvested 2x Time Options. | |
(4) | Reflects the actual lump sum value of the SERP based on the 2009 interest rate of 4.24%. | |
(5) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Ms. Wallace would be entitled. The value includes $459,093 from the HCA 401(k) Plan (which represents the value of the Company’s contributions) and $479,186 from the HCA Restoration Plan. | |
(6) | Reflects the estimated lump sum present value of all future payments which Ms. Wallace would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable after the five-month elimination period until age 66, and monthly benefits of $10,000 per month from our Supplemental Insurance Program payable after the six-month elimination period to age 65. | |
(7) | No post-retirement or post-termination life insurance or death benefits are provided to Ms. Wallace. Ms. Wallace’s payment upon death while actively employed includes $701,000 of Company-paid life insurance. |
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Involuntary | Voluntary | |||||||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | Change in | ||||||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | Control | ||||||||||||||||||||||||||||
Cash Severance(1) | — | — | — | $ | 2,278,988 | — | $ | 2,278,988 | — | — | — | |||||||||||||||||||||||||
Non-Equity Incentive Bonus(2) | $ | 1,041,067 | $ | 1,041,067 | $ | 1,041,067 | $ | 1,041,067 | — | $ | 1,041,067 | $ | 1,041,067 | $ | 1,041,067 | $ | 1,041,067 | |||||||||||||||||||
Unvested Stock Options(3) | — | — | — | — | — | — | — | — | $ | 3,941,691 | ||||||||||||||||||||||||||
SERP(4) | $ | 6,464,523 | — | — | $ | 6,464,523 | $ | 6,464,523 | $ | 6,464,523 | $ | 6,464,523 | $ | 6,307,519 | — | |||||||||||||||||||||
Retirement Plans(5) | $ | 1,316,591 | $ | 1,316,591 | $ | 1,316,591 | $ | 1,316,591 | $ | 1,316,591 | $ | 1,316,591 | $ | 1,316,591 | $ | 1,316,591 | — | |||||||||||||||||||
Health and Welfare Benefits | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Disability Income(6) | — | — | — | — | — | — | $ | 2,362,646 | — | — | ||||||||||||||||||||||||||
Life Insurance Benefits(7) | — | — | — | — | — | — | — | $ | 789,000 | — | ||||||||||||||||||||||||||
Accrued Vacation Pay | $ | 109,203 | $ | 109,203 | $ | 109,203 | $ | 109,203 | $ | 109,203 | $ | 109,203 | $ | 109,203 | $ | 109,203 | — | |||||||||||||||||||
Total | $ | 8,931,384 | $ | 2,466,861 | $ | 2,466,861 | $ | 11,210,372 | $ | 7,890,317 | $ | 11,210,372 | $ | 11,294,030 | $ | 9,563,380 | $ | 4,982,758 | ||||||||||||||||||
(1) | Represents amounts Mr. Hazen would be entitled to receive pursuant to his employment agreement. See “—Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(2) | Represents the amount Mr. Hazen would be entitled to receive for the 2009 fiscal year pursuant to the2008-2009 PEP and his employment agreement, which amount is also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “—Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(3) | Represents the intrinsic value of all unvested stock options, which will become vested upon the Change in Control, calculated as the difference between the exercise price of Mr. Hazen’s unvested New Options and the fair value price of our common stock on December 31, 2009 as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors for internal purposes ($87.99 per share). For the purposes of this calculation, it is assumed that the Company achieved an Investor Return of at least 2.5 times the Base Price of $51.00 at the end of the 2009 fiscal year. The $102.00 per share exercise price of 2x Time Options was greater than the December 31, 2009 fair value price; therefore, this value does not include Mr. Hazen’s unvested 2x Time Options. | |
(4) | Reflects the actual lump sum value of the SERP based on the 2009 interest rate of 4.24%. | |
(5) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Hazen would be entitled. The value includes $540,152 from the HCA 401(k) Plan (which represents the value of the Company’s contributions) and $776,440 from the HCA Restoration Plan. | |
(6) | Reflects the estimated lump sum present value of all future payments which Mr. Hazen would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable after the five-month elimination period until age 67, and monthly benefits of $10,000 per month from our Supplemental Insurance Program payable after thesix-month elimination period to age 65. | |
(7) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Hazen. Mr. Hazen’s payment upon death while actively employed with the Company includes $789,000 ofCompany-paid life insurance. |
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W. | Paul Rutledge |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | Change in | ||||||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | Control | ||||||||||||||||||||||||||||
Cash Severance(1) | — | — | — | $ | 1,653,768 | — | $ | 1,653,768 | — | — | — | |||||||||||||||||||||||||
Non-Equity Incentive Bonus(2) | $ | 891,017 | $ | 891,017 | $ | 891,017 | $ | 891,017 | — | $ | 891,017 | $ | 891,017 | $ | 891,017 | $ | 891,017 | |||||||||||||||||||
Unvested Stock Options(3) | — | — | — | — | — | — | — | — | $ | 3,448,985 | ||||||||||||||||||||||||||
SERP(4) | $ | 6,633,387 | — | — | $ | 6,633,387 | $ | 6,633,387 | $ | 6,633,387 | $ | 6,633,387 | $ | 6,046,496 | — | |||||||||||||||||||||
Retirement Plans(5) | $ | 1,102,803 | $ | 1,102,803 | $ | 1,102,803 | $ | 1,102,803 | $ | 1,102,803 | $ | 1,102,803 | $ | 1,102,803 | $ | 1,102,803 | — | |||||||||||||||||||
Health and Welfare Benefits | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Disability Income(6) | — | — | — | — | — | — | $ | 1,816,956 | — | — | ||||||||||||||||||||||||||
Life Insurance Benefits(7) | — | — | — | — | — | — | — | $ | 751,000 | — | ||||||||||||||||||||||||||
Accrued Vacation Pay | $ | 93,463 | $ | 93,463 | $ | 93,463 | $ | 93,463 | $ | 93,463 | $ | 93,463 | $ | 93,463 | $ | 93,463 | — | |||||||||||||||||||
Total | $ | 8,720,670 | $ | 2,087,283 | $ | 2,087,283 | $ | 10,374,438 | $ | 7,829,653 | $ | 10,374,438 | $ | 10,537,626 | $ | 8,884,779 | $ | 4,340,002 | ||||||||||||||||||
(1) | Represents amounts Mr. Rutledge would be entitled to receive pursuant to his employment agreement. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(2) | Represents the amount Mr. Rutledge would be entitled to receive for the 2009 fiscal year pursuant to the2008-2009 PEP and his employment agreement, which amount is also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Executive Employment Agreements.” | |
(3) | Represents the intrinsic value of all unvested stock options, which will become vested upon the Change in Control, calculated as the difference between the exercise price of Mr. Rutledge’s unvested New Options and the fair value price of our common stock on December 31, 2009 as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors for internal purposes ($87.99 per share). For the purposes of this calculation, it is assumed that the Company achieved an Investor Return of at least 2.5 times the Base Price of $51.00 at the end of the 2009 fiscal year. The $102.00 per share exercise price of 2x Time Options was greater than the December 31, 2009 fair value price; therefore, this value does not include Mr. Rutledge’s unvested 2x Time Options. | |
(4) | Reflects the actual lump sum value of the SERP based on the 2009 interest rate of 4.24%. | |
(5) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Rutledge would be entitled. The value includes $676,161 from the HCA 401(k) Plan (which represents the value of the Company’s contributions) and $426,642 from the HCA Restoration Plan. | |
(6) | Reflects the estimated lump sum present value of all future payments which Mr. Rutledge would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable after the five-month elimination period until age 66 and 2 months, and monthly benefits of $10,000 per month from our Supplemental Insurance Program payable after the six-month elimination period to age 65. | |
(7) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Rutledge. Mr. Rutledge’s payment upon death while actively employed includes $676,000 of Company-paid life insurance and $75,000 from the Executive Death Benefit Plan. |
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Normal | Change in | |||||||
Retirement | Control | |||||||
Cash Severance | ��� | — | ||||||
Non-Equity Incentive Bonus(1) | $ | 1,250,000 | $ | 1,250,000 | ||||
Unvested Stock Options(2) | $ | 9,854,284 | $ | 9,854,284 | ||||
SERP(3) | $ | 26,300,528 | — | |||||
Retirement Plans(4) | $ | 2,884,177 | — | |||||
Health and Welfare Benefits(5) | $ | 6,234 | — | |||||
Disability Income | — | — | ||||||
Life Insurance Benefits | — | — | ||||||
Accrued Vacation Pay(6) | $ | 144,485 | — | |||||
Total | $ | 40,439,708 | $ | 11,104,284 | ||||
(1) | Represents the amount Mr. Bovender received for the 2009 fiscal year pursuant to the2008-2009 PEP and his Amended Employment Agreement, which amount is also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Mr. Bovender’s Employment Agreement.” | |
(2) | For the purposes of the “Normal Retirement” column, represents the intrinsic value of all unvested stock options, which, pursuant to Mr. Bovender’s Amended Employment Agreement, will continue to vest after his retirement, calculated as the difference between the exercise price of Mr. Bovender’s unvested New Options and 2x Time Options subject to such continued vesting provision and the fair value price of our common stock on December 15, 2009 as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors for internal purposes ($87.99 per share). For the purposes of this calculation, it is assumed that the 2010 and 2011 EBITDA performance targets under the option awards are achieved by the Company and that the Company achieves an Investor Return of at least 2.5 times the Base Price of $51.00 at the end of each of the 2010 and 2011 fiscal years, respectively. The $102.00 per share exercise price of 2x Time Options was greater than the December 15, 2009 fair value price; therefore, this value does not include Mr. Bovender’s unvested 2x Time Options. See “— Compensation Discussion and Analysis — Severance and Change in Control Agreements.” | |
For purposes of the “Change in Control” column, represents the intrinsic value of all unvested stock options, which will become vested upon the Change in Control, calculated as the difference between the exercise price of Mr. Bovender’s unvested New Options and the fair value price of our common stock on December 31, 2009 as determined by our Board of Directors in consultation with our Chief Executive Officer and other advisors for internal purposes ($87.99 per share). For the purposes of this calculation, it is assumed that the Company achieved an Investor Return of at least 2.5 times the Base Price of $51.00 at the end of the 2009 fiscal year. The $102.00 per share exercise price of 2x Time Options was greater than the December 31, 2009 fair value price; therefore, this value does not include Mr. Bovender’s unvested 2x Time Options. | ||
(3) | Reflects the actual SERP lump sum paid in April 2009. | |
(4) | Reflects the estimated lump-sum present value of qualified and nonqualified retirement plans to which Mr. Bovender is entitled as of his retirement date of December 15, 2009. The value includes $192,126 from the HCA 401(k) Plan (which represents the value of the Company’s contributions) and $2,692,051 from the HCA Restoration Plan. | |
(5) | Reflects the present value of the medical premiums for Mr. Bovender from termination to age 65 as required pursuant to Mr. Bovender’s Amended Employment Agreement. See “— Narrative Disclosure to Summary Compensation Table and 2009 Grants of Plan-Based Awards Table — Mr. Bovender’s Employment Agreement.” |
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(6) | Reflects the actual accrued vacation pay received by Mr. Bovender in December 2009, which amount is also included in the “Salary” column of the Summary Compensation Table. |
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• | each person who is known by us to own beneficially more than 5% of the outstanding shares of our common stock; | |
• | each of our directors; | |
• | each of our executive officers named in the Summary Compensation Table; and | |
• | all of our directors and executive officers as a group. |
Name of Beneficial Owner | Number of Shares | Percent | ||||||
Hercules Holding II, LLC | 91,845,692 | (1) | 97.1 | % | ||||
Christopher J. Birosak | (1) | — | ||||||
Jack O. Bovender, Jr. | 552,843 | (2) | * | |||||
Richard M. Bracken | 563,580 | (3) | * | |||||
John P. Connaughton | (1) | — | ||||||
James D. Forbes | (1) | — | ||||||
Kenneth W. Freeman | (1) | — | ||||||
Thomas F. Frist III | (1) | — | ||||||
William R. Frist | (1) | — | ||||||
Christopher R. Gordon | (1) | — | ||||||
Samuel N. Hazen | 243,143 | (4) | * | |||||
R. Milton Johnson | 354,442 | (5) | * | |||||
Michael W. Michelson | (1) | — | ||||||
James C. Momtazee | (1) | — | ||||||
Stephen G. Pagliuca | (1) | — | ||||||
W. Paul Rutledge | 179,935 | (6) | * | |||||
Nathan C. Thorne | (1) | — | ||||||
Beverly B. Wallace | 163,664 | (7) | * | |||||
All directors and executive officers as a group (28 persons) | 2,441,244 | (8) | 2.5 | % |
* | Less than one percent. | |
(1) | Hercules Holding holds 91,845,692 shares, or approximately 97.1%, of our outstanding common stock. Hercules Holding is held by a private investor group, including affiliates of Bain Capital, KKR and MLGPE (previously the private equity arm of Merrill Lynch & Co., Inc., which is a wholly-owned subsidiary of Bank of America Corporation), and affiliates of HCA founder Dr. Thomas F. Frist, Jr., including Mr. Thomas F. Frist III and Mr. William R. Frist, who serve as directors. Messrs. Connaughton, Gordon and Pagliuca are affiliated with Bain Capital, whose affiliated funds may be deemed to have indirect beneficial ownership of 23,373,333 shares, or 24.7%, of our outstanding common stock through their interests in Hercules Holding. Messrs. Freeman, Michelson and Momtazee are affiliated with KKR, which indirectly |
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holds 23,373,332 shares, or 24.7%, of our outstanding common stock through the interests of certain of its affiliated funds in Hercules Holding. Messrs. Birosak, Forbes and Thorne are affiliated with Bank of America Corporation, which indirectly holds 23,373,333 shares, or 24.7%, of our outstanding common stock through the interests of certain of its affiliated funds in Hercules Holding and 980,393, or 1.0%, of our outstanding common stock through Banc of America Securities LLC. Thomas F. Frist III and William R. Frist may each be deemed to indirectly, beneficially hold 17,804,125 shares, or 18.8%, of our outstanding common stock through their interests in Hercules Holding. Each of such persons, other than Hercules Holding, disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. The principal office addresses of Hercules Holding arec/o Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, MA 02199,c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025,c/o Merrill Lynch Global Private Equity, Four World Financial Center, Floor 23, New York, NY 10080 andc/o Dr. Thomas F. Frist, Jr., 3100 West End Ave., Suite 500, Nashville, TN 37203. | ||
(2) | Includes 242,721 shares issuable upon exercise of options. Effective December 15, 2009, Mr. Bovender retired as executive Chairman of the Board. | |
(3) | Includes 482,097 shares issuable upon exercise of options. | |
(4) | Includes 209,171 shares issuable upon exercise of options. | |
(5) | Includes 311,669 shares issuable upon exercise of options. | |
(6) | Includes 147,185 shares issuable upon exercise of options. | |
(7) | Includes 161,264 shares issuable upon exercise of options. | |
(8) | Includes 2,013,633 shares issuable upon exercise of options. Does not include shares beneficially owned by Mr. Bovender, who retired as executive Chairman of the Board effective December 15, 2009. |
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• | $12.800 billion-equivalent in term loan facilities, comprised of a $2.750 billion senior secured term loan A facility with a term of six years, a $8.800 billion senior secured term loan B facility with a term of seven years and a €1.000 billion senior secured European term loan facility with a term of seven years; and | |
• | $4.000 billion in revolving credit facilities, comprised of a $2.000 billion senior secured asset-based revolving credit facility available in dollars with a term of six years and a $2.000 billion senior secured revolving credit facility available in dollars, euros and pounds sterling with a term of six years. Availability under the asset-based revolving credit facility is subject to a borrowing base of 85% of eligible accounts receivable less customary reserves. |
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• | As to refinancing term loans, (1) the proceeds from such refinancing term loans be used to repay in full the initial term loans before being used to repay any previously issued refinancing term loans; (2) the refinancing term loans mature later than the latest maturity date of any of the initial term loans; (3) the weighted average life to maturity for the refinancing term loans be greater than the remaining weighted average life to maturity of the tranche B term loan under the cash flow credit facility measured at the time such refinancing term loans are incurred; and (4) refinancing terms loans will not share in mandatory prepayments resulting from the creation or issuance of extended term loansand/or first lien notes until the initial term loans are repaid in full but will share in other mandatory prepayments such as those from asset sales. | |
• | As to replacement revolvers, terms of such replacement revolver be substantially identical to the commitments being replaced, other than with respect to maturity and pricing. | |
• | As to extended term loans, (1) any offer to extend must be made to all lenders under the term loan being extended, and, if such offer is oversubscribed, the extension will be allocated ratably to the lenders according to the respective amounts then held by the accepting lenders; (2) each series of extended term loans having the same interest margins, extension fees and amortization schedule shall be a separate class of term loans; and (3) extended term loans will not share in mandatory prepayments resulting from the creation or issuance of refinancing term loansand/or first lien notes until the initial term loans are repaid in full but will share in other mandatory prepayments such as those from asset sales. | |
• | Any refinancing term loans and any obligations under replacement revolvers will have a pari passu claim on the collateral securing the initial term loans and the initial revolver. |
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• | 50% (which percentage will be reduced to 25% if our total leverage ratio is 5.50x or less and to 0% if our total leverage ratio is 5.00x or less) of our annual excess cash flow; | |
• | 100% of the net cash proceeds of all nonordinary course asset sales or other dispositions of property, other than the Receivables Collateral, as defined below, if we do not (1) reinvest or commit to reinvest those proceeds in assets to be used in our business or to make certain other permitted investments within 15 months as long as, in the case of any such commitment to reinvest or make certain other permitted investments, such investment is completed within such15-month period or, if later, within 180 days after such commitment is made or (2) apply such proceeds within 15 months to repay debt of HCA Inc. that was outstanding on the effective date of the Merger scheduled to mature prior to the earliest final maturity of the senior secured credit facilities then outstanding; and | |
• | 100% of the net cash proceeds of any incurrence of debt, other than proceeds from the receivables facilities and other debt permitted under the senior secured credit facilities. |
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• | the term loan A facility amortizes in quarterly installments such that the aggregate amount of the original funded principal amount of such facility repaid pursuant to such amortization payments in each year, commencing with the year ending December 31, 2007, is equal to $112.5 million in years 1 and 2, $225 million in years 3 and 4, $450 million in year 5 and $1.625 billion in year 6; and | |
• | each of the term loan B facility and the European term loan facility amortizes in equal quarterly installments that commenced on March 31, 2007 in aggregate annual amounts equal to 1% of the original funded principal amount of such facility, with the balance being payable on the final maturity date of such term loans. |
• | a first-priority lien on the capital stock owned by HCA Inc. or by any U.S. guarantor in each of their respective first-tier subsidiaries (limited, in the case of foreign subsidiaries, to 65% of the voting stock of such subsidiaries); | |
• | a first-priority lien on substantially all present and future assets of HCA Inc. and of each U.S. guarantor other than (i) “Principal Properties” (as defined in the 1993 Indenture), except for certain “Principal Properties” the aggregate amount of indebtedness secured thereby in respect of the cash flow credit facility and the first lien notes and any future first lien obligations, taken as a whole, do not exceed 10% of “Consolidated Net Tangible Assets” (as defined under the 1993 Indenture), (ii) certain other real properties and (iii) deposit accounts, other bank or securities accounts, cash, leaseholds, motor-vehicles and certain other exceptions (such collateral under this and the preceding bullet, the “Non-Receivables Collateral”); and | |
• | a second-priority lien on certain of the Receivables Collateral (such portion of the Receivables Collateral, the “Shared Receivables Collateral”; the Receivables Collateral that does not secure such cash flow credit facility on a second-priority basis is referred to as the “Separate Receivables Collateral”). |
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• | incur additional indebtedness; | |
• | create liens; | |
• | enter into sale and leaseback transactions; | |
• | engage in mergers or consolidations; | |
• | sell or transfer assets; | |
• | pay dividends and distributions or repurchase our capital stock; | |
• | make investments, loans or advances; | |
• | prepay certain subordinated indebtedness, the second lien notes and certain other indebtedness existing on the effective date of the Merger (“Retained Indebtedness”), subject to exceptions, including for repayments of Retained Indebtedness maturing prior to the senior secured credit facilities and, in certain cases, to satisfaction of a maximum first lien leverage condition; | |
• | make certain acquisitions; | |
• | engage in certain transactions with affiliates; | |
• | make certain material amendments to agreements governing certain subordinated indebtedness, the second lien notes or Retained Indebtedness; and | |
• | change our lines of business. In addition, the senior secured credit facilities require us to maintain the following financial covenants: | |
• | in the case of the asset-based revolving credit facility, a minimum interest coverage ratio (applicable only when availability under such facility is less than 10% of the borrowing base thereunder); and | |
• | in the case of the other senior secured credit facilities, a maximum total leverage ratio. |
• | $1.500 billion aggregate principal amount of 81/2% senior secured notes due 2019 issued on April 22, 2009 at a price of 96.755% of their face value, resulting in $1.451 billion of gross proceeds; | |
• | $1.250 billion aggregate principal amount of 77/8% senior secured notes due 2020 issued on August 11, 2009 at a price of 98.254% of their face value, resulting in $1.228 billion of gross proceeds. |
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• | $1.400 billion aggregate principal amount of 71/4% senior secured first lien notes due 2020 issued on March 10, 2010 at a price of 99.095% of their face value, resulting in $1.387 billion of gross proceeds. |
• | $4.200 billion of second lien notes (comprised of $1.000 billion of 91/8% notes due 2014 and $3.200 billion of 91/4% notes due 2016) and $1.500 billion of 95/8% cash/103/8%pay-in-kind second lien toggle notes due 2016 (which toggle notes allow us, at our option, to pay interest in-kind during the first five years at the higher interest rate of 103/8%). We elected in November 2008 to pay interest in-kind in the amount of $78 million for the interest period ending in May 2009. | |
• | $310 million aggregate principal amount of 97/8% senior secured notes due 2017. |
• | incur additional debt or issue certain preferred stock; | |
• | pay dividends on or make certain distributions of our capital stock or make other restricted payments; |
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• | create certain liens or encumbrances; | |
• | sell certain assets; | |
• | enter into certain transactions with affiliates; | |
• | make certain investments; and | |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. |
• | $440,020,000 aggregate principal amount of 8.75% Senior Notes due 2010; | |
• | £121,359,000 aggregate principal amount of 8.75% Senior Notes due 2010; | |
• | $273,321,000 aggregate principal amount of 7.875% Senior Notes due 2011; | |
• | $402,499,000 aggregate principal amount of 6.95% Senior Notes due 2012; | |
• | $500,000,000 aggregate principal amount of 6.30% Senior Notes due 2012; | |
• | $500,000,000 aggregate principal amount of 6.25% Senior Notes due 2013; | |
• | $500,000,000 aggregate principal amount of 6.75% Senior Notes due 2013; | |
• | $500,000,000 aggregate principal amount of 5.75% Senior Notes due 2014; | |
• | $750,000,000 aggregate principal amount of 6.375% Senior Notes due 2015; | |
• | $1,000,000,000 aggregate principal amount of 6.50% Senior Notes due 2016; |
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• | $291,436,000 aggregate principal amount of 7.69% Notes due 2025; | |
• | $250,000,000 aggregate principal amount of 7.50% Senior Notes due 2033; | |
• | $150,000,000 aggregate principal amount of 7.19% Debentures due 2015; | |
• | $135,645,000 aggregate principal amount of 7.50% Debentures due 2023; | |
• | $150,000,000 aggregate principal amount of 8.36% Debentures due 2024; | |
• | $150,000,000 aggregate principal amount of 7.05% Debentures due 2027; | |
• | $100,000,000 aggregate principal amount of 7.75% Debentures due 2036; and | |
• | $200,000,000 aggregate principal amount of 7.50% Debentures due 2095. |
• | assume or guarantee indebtedness or obligation secured by mortgages, liens, pledges or other encumbrances; | |
• | enter into sale and lease-back transactions with respect to any “Principal Property” (as such term is defined in the 1993 Indenture); | |
• | create, incur, issue, assume or otherwise become liable with respect to, extend the maturity of, or become responsible for the payment of, any debt or preferred stock; and | |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. |
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• | if any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC do not permit us to effect the exchange offers as contemplated by the registration rights agreements; | |
• | if the exchange offer for any series of notes is not consummated within 450 days after the date of issuance of the corresponding outstanding notes; | |
• | if any initial purchaser of any series of outstanding notes so requests, within 450 days after the date of issuance of such outstanding notes, with respect to the outstanding notes held by it that are not eligible to be exchanged for the exchange notes; or | |
• | if any holder notifies us, within 450 days after the date of issuance of the applicable outstanding notes, that (1) it is prohibited by applicable law or SEC policy from participating in the applicable exchange offer, (2) it may not resell exchange notes acquired by it in the applicable exchange offer to the public without delivering a prospectus and that this prospectus is not appropriate or available for such resales by such holder or (3) it is a broker-dealer and holds outstanding notes of that series acquired directly from us or one of our affiliates. |
• | you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 of the Securities Act; |
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• | you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act; | |
• | you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and | |
• | you are acquiring the exchange notes in the ordinary course of your business. |
• | you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act; | |
• | you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes; | |
• | you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and | |
• | you are acquiring the exchange notes in the ordinary course of your business. |
• | you cannot rely on the position of the SEC set forth inMorgan Stanley & Co. Incorporated(available June 5, 1991) andExxon Capital Holdings Corporation(available May 13, 1988), as interpreted in the SEC’s letter toShearman & Sterling, dated July 2, 1993, or similar no-action letters; and | |
• | in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. |
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• | to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offers); |
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• | to extend any of the exchange offers or to terminate any of the exchange offers if any of the conditions set forth below under “— Conditions to the Exchange Offers” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; and | |
• | subject to the terms of the registration rights agreements, to amend the terms of any of the exchange offers in any manner. In the event of a material change in any of the exchange offers, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change. |
• | the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or | |
• | any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offers that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offers. |
• | the representations described under “— Purpose and Effect of the Exchange Offers,” “— Procedures for Tendering Outstanding Notes” and “Plan of Distribution”; or | |
• | any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act. |
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• | complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or | |
• | deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “— Exchange Agent” prior to the expiration date; or | |
• | comply with DTC’s Automated Tender Offer Program procedures described below. |
• | the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date; | |
• | the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or | |
• | you must comply with the guaranteed delivery procedures described below. |
• | make appropriate arrangements to register ownership of the outstanding notes in your name; or | |
• | obtain a properly completed bond power from the registered holder of outstanding notes. |
• | by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or | |
• | for the account of an eligible guarantor institution. |
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• | DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation; | |
• | the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and | |
• | we may enforce that agreement against such participant. DTC is referred to herein as a “book-entry transfer facility.” |
• | outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and | |
• | a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message. |
• | you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act; | |
• | you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and | |
• | you are acquiring the exchange notes in the ordinary course of your business. |
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• | the tender is made through an eligible guarantor institution; | |
• | prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and |
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• | the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date. |
• | the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “— Exchange Agent”; or | |
• | you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system. | |
• | Any notice of withdrawal must: | |
• | specify the name of the person who tendered the outstanding notes to be withdrawn; | |
• | identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and | |
• | where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder. |
• | the serial numbers of the particular certificates to be withdrawn; and | |
• | a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution. |
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By Registered or Certified Mail: | By Regular Mail: | By Overnight Courier or Hand Delivery: | ||
The Bank of New York Mellon 101 Barclay Street — 7 East New York, NY 10286 Corporate Trust Operations Reorganization Unit Attn: Evangeline R. Gonzales Telephone:212-815-3738 | The Bank of New York Mellon 101 Barclay Street — 7 East New York, NY 10286 Corporate Trust Operations Reorganization Unit Attn: Evangeline R. Gonzales Telephone: 212-815-3738 | The Bank of New York Mellon 101 Barclay Street — 7 East New York, NY 10286 Corporate Trust Operations Reorganization Unit Attn: Evangeline R. Gonzales Telephone: 212-815-3738 | ||
By Facsimile Transmission (eligible institutions only): | ||||
(212) 298-1915 | ||||
Telephone Inquiries: | ||||
212-815-3738 |
• | certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered; | |
• | tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or |
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• | a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offers. |
• | as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and | |
• | as otherwise set forth in the offering memoranda distributed in connection with the private offerings of the outstanding notes. |
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• | are general senior obligations of the Issuer; | |
• | are secured on a second-priority basis, equally and ratably with the 2006 Notes and all future obligations of the Issuer and the Guarantors under any future Junior Lien Obligations, by all of the assets of the Issuer and the Guarantors which are not Principal Properties and which secure the General Credit Facility (other than the European Collateral), subject to the Liens securing the Issuer’s and the Guarantors’ obligations under the General Credit Facility and any other Priority Lien Obligations and other Permitted Liens; | |
• | are secured on a third-priority basis, equally and ratably with the 2006 Notes and all future obligations of the Issuer and the Guarantors under any future Junior Lien Obligations, by all of the assets of the Issuer and the Guarantors securing the ABL Facility which also secure the General Credit Facility, subject to the Liens securing the Issuer’s and the Guarantors’ obligations under the Senior Credit Facilities and any other Priority Lien Obligations and other Permitted Liens; | |
• | are effectively subordinated, to the extent of the value of the assets securing such Indebtedness (which, in any event, exclude the European Collateral, which does not secure the Notes), to the Issuer’s and the Guarantors’ obligations under the General Credit Facility and any future Priority Lien Obligations, that will be secured (A) on a first-priority basis by the same assets of the Issuers and the Guarantors that secure the Notes and by certain other assets of the Issuer and the Guarantors, including the Principal Properties, that do not secure the Notes and (B) on a second-priority basis by the Shared Receivables Collateral; | |
• | are effectively subordinated to the Issuer’s and the Guarantors’ obligations under the ABL Facility, to the extent of the value of the Shared Receivables Collateral; | |
• | are effectively subordinated to any obligations secured by Permitted Liens, to the extent of the value of the assets of the Issuer and the Guarantors subject to those Permitted Liens; | |
• | are structurally subordinated to any existing and future indebtedness and liabilities of non-guarantor Subsidiaries, including the ABL Financing Entities and the Issuer’s Foreign Subsidiaries and any Unrestricted Subsidiaries; |
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• | rank equally in right of payment with all existing and future senior Indebtedness of the Issuer and the Guarantors but, to the extent of the value of the Collateral, are effectively senior to all of the Issuer’s and the Guarantors’ unsecured senior Indebtedness (including the Existing Notes); | |
• | are senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the Notes) of the Issuer; | |
• | are initially unconditionally guaranteed on a joint and several and senior basis by each Restricted Subsidiary that guarantees the General Credit Facility (other than any Foreign Subsidiary); and | |
• | are subject to registration with the SEC pursuant to the Registration Rights Agreement. |
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• | selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; | |
• | abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents; | |
• | surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; | |
• | altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; | |
• | granting a license of any intellectual property; |
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• | selling, transferring or otherwise disposing of inventory in the ordinary course of business; | |
• | collecting accounts receivable in the ordinary course of business as permitted by the covenant described under “Repurchase at the Option of Holders — Asset Sales”; | |
• | making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by the Indenture and the Security Documents; and | |
• | abandoning any intellectual property that is no longer used or useful in the Issuer’s business. |
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Year | Percentage | |||
2013 | 104.938% | |||
2014 | 102.469% | |||
2015 and thereafter | 100.000% |
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• | are general senior obligations of the Issuer; | |
• | are secured on a first-priority basis, equally and ratably with all existing and future obligations of the Issuer and the Guarantors under any existing and future First Lien Obligations, by all of the assets of the Issuer and the Guarantors which secure the General Credit Facility (other than the European Collateral), subject to the Liens securing the Issuer’s and the Guarantors’ ABL Obligations and other Permitted Liens; | |
• | are secured on a second-priority basis, equally and ratably with all existing and future obligations of the Issuer and the Guarantors under any existing and future First Lien Obligations, by all of the assets of the Issuer and the Guarantors securing the ABL Facility which also secure the General Credit Facility, subject to the Liens securing the Issuer’s and the Guarantors’ ABL Obligations and other Permitted Liens; | |
• | are effectively subordinated to the Issuer’s and the Guarantors’ obligations under the ABL Facility, to the extent of the value of the Shared Receivables Collateral; | |
• | are effectively subordinated to any obligations secured by Permitted Liens, to the extent of the value of the assets of the Issuer and the Guarantors subject to those Permitted Liens; | |
• | are structurally subordinated to any existing and future indebtedness and liabilities of non-guarantor Subsidiaries, including the ABL Financing Entities and the Issuer’s Foreign Subsidiaries and any Unrestricted Subsidiaries and including indebtedness under the Company’s senior secured European term loan facility included in the General Credit Facility; | |
• | rank equally in right of payment with all existing and future senior Indebtedness of the Issuer and the Guarantors but, to the extent of the value of the Collateral, are effectively senior to all of the Issuer’s and the Guarantors’ unsecured senior Indebtedness (including the Existing Notes) and Junior Lien Obligations (including the Existing Second Priority Notes); | |
• | are senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the Notes) of the Issuer; |
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• | are initially unconditionally guaranteed on a joint and several and senior basis by each Restricted Subsidiary that guarantees the General Credit Facility (other than any Foreign Subsidiary); and | |
• | are subject to registration with the SEC pursuant to the Registration Rights Agreement. |
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• | selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; | |
• | abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents; | |
• | surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; | |
• | altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; | |
• | granting a license of any intellectual property; | |
• | selling, transferring or otherwise disposing of inventory in the ordinary course of business; | |
• | collecting accounts receivable in the ordinary course of business as permitted by the covenant described under “Repurchase at the Option of Holders — Asset Sales”; | |
• | making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by the Indenture and the Security Documents; and | |
• | abandoning any intellectual property that is no longer used or useful in the Issuer’s business. |
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Year | Percentage | |||
2014 | 104.250 | % | ||
2015 | 102.833 | % | ||
2016 | 101.417 | % | ||
2017 and thereafter | 100.000 | % |
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• | are general senior obligations of the Issuer; | |
• | are secured on a first-priority basis, equally and ratably with all existing and future obligations of the Issuer and the Guarantors under any existing and future First Lien Obligations, by all of the assets of the Issuer and the Guarantors which secure the General Credit Facility (other than the European Collateral), subject to the Liens securing the Issuer’s and the Guarantors’ ABL Obligations and other Permitted Liens; | |
• | are secured on a second-priority basis, equally and ratably with all existing and future obligations of the Issuer and the Guarantors under any existing and future First Lien Obligations, by all of the assets of the Issuer and the Guarantors securing the ABL Facility which also secure the General Credit Facility, subject to the Liens securing the Issuer’s and the Guarantors’ ABL Obligations and other Permitted Liens; | |
• | are effectively subordinated to the Issuer’s and the Guarantors’ obligations under the ABL Facility, to the extent of the value of the Shared Receivables Collateral; | |
• | are effectively subordinated to any obligations secured by Permitted Liens, to the extent of the value of the assets of the Issuer and the Guarantors subject to those Permitted Liens; | |
• | are structurally subordinated to any existing and future indebtedness and liabilities of non-guarantor Subsidiaries, including the ABL Financing Entities and the Issuer’s Foreign Subsidiaries and any Unrestricted Subsidiaries and including indebtedness under the Company’s senior secured European term loan facility included in the General Credit Facility; | |
• | rank equally in right of payment with all existing and future senior Indebtedness of the Issuer and the Guarantors but, to the extent of the value of the Collateral, are effectively senior to all of the Issuer’s and the Guarantors’ unsecured senior Indebtedness (including the Existing Notes) and Junior Lien Obligations (including the Existing Second Priority Notes); | |
• | are senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the Notes) of the Issuer; |
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• | are initially unconditionally guaranteed on a joint and several and senior basis by each Restricted Subsidiary that guarantees the General Credit Facility (other than any Foreign Subsidiary); and | |
• | are subject to registration with the SEC pursuant to the Registration Rights Agreement. |
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• | selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; | |
• | abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents; | |
• | surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; | |
• | altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; | |
• | granting a license of any intellectual property; | |
• | selling, transferring or otherwise disposing of inventory in the ordinary course of business; | |
• | collecting accounts receivable in the ordinary course of business as permitted by the covenant described under “Repurchase at the Option of Holders — Asset Sales”; | |
• | making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by the Indenture and the Security Documents; and | |
• | abandoning any intellectual property that is no longer used or useful in the Issuer’s business. |
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Year | Percentage | |||
2014 | 103.938 | % | ||
2015 | 102.625 | % | ||
2016 | 101.313 | % | ||
2017 and thereafter | 100.000 | % |
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• | are general senior obligations of the Issuer; | |
• | are secured on a first-priority basis, equally and ratably with all existing and future obligations of the Issuer and the Guarantors under any existing and future First Lien Obligations, by all of the assets of the Issuer and the Guarantors which secure the General Credit Facility (other than the European Collateral), subject to the Liens securing the Issuer’s and the Guarantors’ ABL Obligations and other Permitted Liens; | |
• | are secured on a second-priority basis, equally and ratably with all existing and future obligations of the Issuer and the Guarantors under any existing and future First Lien Obligations, by all of the assets of the Issuer and the Guarantors securing the ABL Facility which also secure the General Credit Facility, subject to the Liens securing the Issuer’s and the Guarantors’ ABL Obligations and other Permitted Liens; | |
• | are effectively subordinated to the Issuer’s and the Guarantors’ obligations under the ABL Facility, to the extent of the value of the Shared Receivables Collateral; | |
• | are effectively subordinated to any obligations secured by Permitted Liens, to the extent of the value of the assets of the Issuer and the Guarantors subject to those Permitted Liens; | |
• | are structurally subordinated to any existing and future indebtedness and liabilities of non-guarantor Subsidiaries, including the ABL Financing Entities and the Issuer’s Foreign Subsidiaries and any Unrestricted Subsidiaries and including indebtedness under the Company’s senior secured European term loan facility included in the General Credit Facility; | |
• | rank equally in right of payment with all existing and future senior Indebtedness of the Issuer and the Guarantors but, to the extent of the value of the Collateral, are effectively senior to all of the Issuer’s and the Guarantors’ unsecured senior Indebtedness (including the Existing Notes) and Junior Lien Obligations (including the Existing Second Priority Notes); | |
• | are senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the Notes) of the Issuer; |
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• | are initially unconditionally guaranteed on a joint and several and senior basis by each Restricted Subsidiary that guarantees the General Credit Facility (other than any Foreign Subsidiary); and | |
• | are subject to registration with the SEC pursuant to the Registration Rights Agreement. |
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• | selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; | |
• | abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents; | |
• | surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; | |
• | altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; | |
• | granting a license of any intellectual property; | |
• | selling, transferring or otherwise disposing of inventory in the ordinary course of business; | |
• | collecting accounts receivable in the ordinary course of business as permitted by the covenant described under “Repurchase at the Option of Holders — Asset Sales”; | |
• | making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by the Indenture and the Security Documents; and | |
• | abandoning any intellectual property that is no longer used or useful in the Issuer’s business. |
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Year | Percentage | |||
2015 | 103.625 | % | ||
2016 | 102.417 | % | ||
2017 | 101.208 | % | ||
2018 and thereafter | 100.000 | % |
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77/8% Senior Secured Notes due 2020, issued by the Issuer under the Existing 77/8% First Priority Notes Indenture.
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• | an individual citizen or resident of the United States; | |
• | a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; | |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or | |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
• | a dealer in securities or currencies; | |
• | a financial institution; | |
• | a regulated investment company; | |
• | a real estate investment trust; | |
• | a tax-exempt organization; | |
• | an insurance company; | |
• | a person holding the notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle; | |
• | a trader in securities that has elected themark-to-market method of accounting for your securities; | |
• | a person liable for alternative minimum tax; |
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• | a partnership or other pass-through entity for United States federal income tax purposes; | |
• | a U.S. holder whose “functional currency” is not the U.S. dollar; | |
• | a “controlled foreign corporation;” | |
• | a “passive foreign investment company;” or | |
• | a United States expatriate. |
• | it is payable at least once per year; | |
• | it is payable over the entire term of the note; and | |
• | it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices. |
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• | the note’s “adjusted issue price” at the beginning of the accrual period multiplied by its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over | |
• | the aggregate of all qualified stated interest allocable to the accrual period. |
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• | interest paid on the notes (including OID) is not effectively connected with your conduct of a trade or business in the United States; | |
• | you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable United States Treasury regulations; | |
• | you are not a controlled foreign corporation that is related to us actually or constructively through stock ownership; | |
• | you are not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code; and | |
• | either (a) you provide your name and address on an IRSForm W-8BEN (or other applicable form), and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (b) you hold your notes through certain foreign intermediaries and satisfy the certification requirements of applicable United States Treasury regulations. Special certification rules apply tonon-U.S. holders that are pass-through entities rather than corporations or individuals. |
• | IRSForm W-8BEN (or other applicable form) certifying an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or | |
• | IRSForm W-8ECI (or other applicable form) certifying interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “— United States Federal Income Tax”). |
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• | the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment); or | |
• | you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met. |
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F-2 | ||||
F-3 | ||||
F-5 | ||||
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F-7 | ||||
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F-44 |
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2009 | 2008 | 2007 | ||||||||||
Revenues | $ | 30,052 | $ | 28,374 | $ | 26,858 | ||||||
Salaries and benefits | 11,958 | 11,440 | 10,714 | |||||||||
Supplies | 4,868 | 4,620 | 4,395 | |||||||||
Other operating expenses | 4,724 | 4,554 | 4,233 | |||||||||
Provision for doubtful accounts | 3,276 | 3,409 | 3,130 | |||||||||
Equity in earnings of affiliates | (246 | ) | (223 | ) | (206 | ) | ||||||
Depreciation and amortization | 1,425 | 1,416 | 1,426 | |||||||||
Interest expense | 1,987 | 2,021 | 2,215 | |||||||||
Losses (gains) on sales of facilities | 15 | (97 | ) | (471 | ) | |||||||
Impairment of long-lived assets | 43 | 64 | 24 | |||||||||
28,050 | 27,204 | 25,460 | ||||||||||
Income before income taxes | 2,002 | 1,170 | 1,398 | |||||||||
Provision for income taxes | 627 | 268 | 316 | |||||||||
Net income | 1,375 | 902 | 1,082 | |||||||||
Net income attributable to noncontrolling interests | 321 | 229 | 208 | |||||||||
Net income attributable to HCA Inc. | $ | 1,054 | $ | 673 | $ | 874 | ||||||
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2009 | 2008 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 312 | $ | 465 | ||||
Accounts receivable, less allowance for doubtful accounts of $4,860 and $4,741 | 3,692 | 3,780 | ||||||
Inventories | 802 | 737 | ||||||
Deferred income taxes | 1,192 | 914 | ||||||
Other | 579 | 405 | ||||||
6,577 | 6,301 | |||||||
Property and equipment, at cost: | ||||||||
Land | 1,202 | 1,189 | ||||||
Buildings | 9,108 | 8,670 | ||||||
Equipment | 13,575 | 12,833 | ||||||
Construction in progress | 784 | 1,022 | ||||||
24,669 | 23,714 | |||||||
Accumulated depreciation | (13,242 | ) | (12,185 | ) | ||||
11,427 | 11,529 | |||||||
Investments of insurance subsidiary | 1,166 | 1,422 | ||||||
Investments in and advances to affiliates | 853 | 842 | ||||||
Goodwill | 2,577 | 2,580 | ||||||
Deferred loan costs | 418 | 458 | ||||||
Other | 1,113 | 1,148 | ||||||
$ | 24,131 | $ | 24,280 | |||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,460 | $ | 1,370 | ||||
Accrued salaries | 849 | 854 | ||||||
Other accrued expenses | 1,158 | 1,282 | ||||||
Long-term debt due within one year | 846 | 404 | ||||||
4,313 | 3,910 | |||||||
Long-term debt | 24,824 | 26,585 | ||||||
Professional liability risks | 1,057 | 1,108 | ||||||
Income taxes and other liabilities | 1,768 | 1,782 | ||||||
Equity securities with contingent redemption rights | 147 | 155 | ||||||
Stockholders’ deficit: | ||||||||
Common stock $0.01 par; authorized 125,000,000 shares — 2009 and 2008; outstanding 94,637,400 shares — 2009 and 94,367,500 shares — 2008 | 1 | 1 | ||||||
Capital in excess of par value | 226 | 165 | ||||||
Accumulated other comprehensive loss | (450 | ) | (604 | ) | ||||
Retained deficit | (8,763 | ) | (9,817 | ) | ||||
Stockholders’ deficit attributable to HCA Inc. | (8,986 | ) | (10,255 | ) | ||||
Noncontrolling interests | 1,008 | 995 | ||||||
(7,978 | ) | (9,260 | ) | |||||
$ | 24,131 | $ | 24,280 | |||||
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Equity (Deficit) Attributable to HCA Inc. | ||||||||||||||||||||||||||||
Accumulated | Equity | |||||||||||||||||||||||||||
Common Stock | Capital in | Other | Attributable to | |||||||||||||||||||||||||
Shares | Par | Excess of | Comprehensive | Retained | Noncontrolling | |||||||||||||||||||||||
(000) | Value | Par Value | Income (Loss) | Deficit | Interests | Total | ||||||||||||||||||||||
Balances, December 31, 2006 | 92,218 | $ | 1 | $ | — | $ | 16 | $ | (11,391 | ) | $ | 907 | $ | (10,467 | ) | |||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||
Net income | 874 | 208 | 1,082 | |||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||
Change in fair value of investment securities | (2 | ) | (2 | ) | ||||||||||||||||||||||||
Foreign currency translation adjustments | (15 | ) | (15 | ) | ||||||||||||||||||||||||
Defined benefit plans | 23 | 23 | ||||||||||||||||||||||||||
Change in fair value of derivative instruments | (194 | ) | (194 | ) | ||||||||||||||||||||||||
Total comprehensive income | (188 | ) | 874 | 208 | 894 | |||||||||||||||||||||||
Equity contributions | 1,961 | 60 | 60 | |||||||||||||||||||||||||
Share-based benefit plans | 24 | 24 | ||||||||||||||||||||||||||
Distributions | (152 | ) | (152 | ) | ||||||||||||||||||||||||
Other | 3 | 28 | 38 | (25 | ) | 41 | ||||||||||||||||||||||
Balances, December 31, 2007 | 94,182 | 1 | 112 | (172 | ) | (10,479 | ) | 938 | (9,600 | ) | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||
Net income | 673 | 229 | 902 | |||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||
Change in fair value of investment securities | (44 | ) | (44 | ) | ||||||||||||||||||||||||
Foreign currency translation adjustments | (62 | ) | (62 | ) | ||||||||||||||||||||||||
Defined benefit plans | (62 | ) | (62 | ) | ||||||||||||||||||||||||
Change in fair value of derivative instruments | (264 | ) | (264 | ) | ||||||||||||||||||||||||
Total comprehensive income | (432 | ) | 673 | 229 | 470 | |||||||||||||||||||||||
Share-based benefit plans | 185 | 40 | 40 | |||||||||||||||||||||||||
Distributions | (178 | ) | (178 | ) | ||||||||||||||||||||||||
Other | 13 | (11 | ) | 6 | 8 | |||||||||||||||||||||||
Balances, December 31, 2008 | 94,367 | 1 | 165 | (604 | ) | (9,817 | ) | 995 | (9,260 | ) | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||
Net income | 1,054 | 321 | 1,375 | |||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||
Change in fair value of investment securities | 44 | 44 | ||||||||||||||||||||||||||
Foreign currency translation adjustments | 25 | 25 | ||||||||||||||||||||||||||
Change in fair value of derivative instruments | 85 | 85 | ||||||||||||||||||||||||||
Total comprehensive income | 154 | 1,054 | 321 | 1,529 | ||||||||||||||||||||||||
Share-based benefit plans | 270 | 47 | 47 | |||||||||||||||||||||||||
Distributions | (330 | ) | (330 | ) | ||||||||||||||||||||||||
Other | 14 | 22 | 36 | |||||||||||||||||||||||||
Balances, December 31, 2009 | 94,637 | $ | 1 | $ | 226 | $ | (450 | ) | $ | (8,763 | ) | $ | 1,008 | $ | (7,978 | ) | ||||||||||||
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2009 | 2008 | 2007 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 1,375 | $ | 902 | $ | 1,082 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Increase (decrease) in cash from operating assets and liabilities: | ||||||||||||
Accounts receivable | (3,180 | ) | (3,328 | ) | (3,345 | ) | ||||||
Inventories and other assets | (191 | ) | 159 | (241 | ) | |||||||
Accounts payable and accrued expenses | 280 | (198 | ) | (29 | ) | |||||||
Provision for doubtful accounts | 3,276 | 3,409 | 3,130 | |||||||||
Depreciation and amortization | 1,425 | 1,416 | 1,426 | |||||||||
Income taxes | (520 | ) | (448 | ) | (105 | ) | ||||||
Losses (gains) on sales of facilities | 15 | (97 | ) | (471 | ) | |||||||
Impairment of long-lived assets | 43 | 64 | 24 | |||||||||
Amortization of deferred loan costs | 80 | 79 | 78 | |||||||||
Share-based compensation | 40 | 32 | 24 | |||||||||
Pay-in-kind interest | 58 | — | — | |||||||||
Other | 46 | — | (9 | ) | ||||||||
Net cash provided by operating activities | 2,747 | 1,990 | 1,564 | |||||||||
Cash flows from investing activities: | ||||||||||||
Purchase of property and equipment | (1,317 | ) | (1,600 | ) | (1,444 | ) | ||||||
Acquisition of hospitals and health care entities | (61 | ) | (85 | ) | (32 | ) | ||||||
Disposal of hospitals and health care entities | 41 | 193 | 767 | |||||||||
Change in investments | 303 | 21 | 207 | |||||||||
Other | (1 | ) | 4 | 23 | ||||||||
Net cash used in investing activities | (1,035 | ) | (1,467 | ) | (479 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Issuances of long-term debt | 2,979 | — | — | |||||||||
Net change in revolving bank credit facilities | (1,335 | ) | 700 | (520 | ) | |||||||
Repayment of long-term debt | (3,103 | ) | (960 | ) | (750 | ) | ||||||
Distributions to noncontrolling interests | (330 | ) | (178 | ) | (152 | ) | ||||||
Payment of debt issuance costs | (70 | ) | — | — | ||||||||
Issuances of common stock | — | — | 100 | |||||||||
Other | (6 | ) | (13 | ) | (4 | ) | ||||||
Net cash used in financing activities | (1,865 | ) | (451 | ) | (1,326 | ) | ||||||
Change in cash and cash equivalents | (153 | ) | 72 | (241 | ) | |||||||
Cash and cash equivalents at beginning of period | 465 | 393 | 634 | |||||||||
Cash and cash equivalents at end of period | $ | 312 | $ | 465 | $ | 393 | ||||||
Interest payments | $ | 1,751 | $ | 1,979 | $ | 2,163 | ||||||
Income tax payments, net of refunds | $ | 1,147 | $ | 716 | $ | 421 |
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NOTE 1 — | ACCOUNTING POLICIES |
F-9
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NOTE 1 — | ACCOUNTING POLICIES (Continued) |
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NOTE 1 — | ACCOUNTING POLICIES (Continued) |
F-11
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NOTE 1 — | ACCOUNTING POLICIES (Continued) |
F-12
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NOTE 1 — | ACCOUNTING POLICIES (Continued) |
F-13
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NOTE 1 — | ACCOUNTING POLICIES (Continued) |
F-14
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NOTE 1 — | ACCOUNTING POLICIES (Continued) |
NOTE 2 — | SHARE-BASED COMPENSATION |
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NOTE 2 — | SHARE-BASED COMPENSATION (Continued) |
2009 | 2008 | 2007 | ||||||||||
Risk-free interest rate | 1.45 | % | 2.50 | % | 4.86 | % | ||||||
Expected volatility | 35 | % | 30 | % | 30 | % | ||||||
Expected life, in years | 5 | 4 | 5 | |||||||||
Expected dividend yield | — | — | — |
Weighted | Weighted | |||||||||||||||
Average | Average | Aggregate | ||||||||||||||
Stock | Exercise | Remaining | Intrinsic Value | |||||||||||||
Options | Price | Contractual Term | (Dollars in millions) | |||||||||||||
Options outstanding, December 31, 2006 | 2,285 | $ | 12.50 | |||||||||||||
Granted | 9,328 | 51.34 | ||||||||||||||
Exercised | (36 | ) | 12.75 | |||||||||||||
Cancelled | (405 | ) | 51.00 | |||||||||||||
Options outstanding, December 31, 2007 | 11,172 | 43.54 | ||||||||||||||
Granted | 357 | 58.21 | ||||||||||||||
Exercised | (480 | ) | 15.01 | |||||||||||||
Cancelled | (412 | ) | 51.14 | |||||||||||||
Options outstanding, December 31, 2008 | 10,637 | 45.02 | ||||||||||||||
Granted | 1,786 | 88.74 | ||||||||||||||
Exercised | (506 | ) | 17.16 | |||||||||||||
Cancelled | (390 | ) | 52.08 | |||||||||||||
Options outstanding, December 31, 2009 | 11,527 | 52.78 | 7.1 years | $ | 406 | |||||||||||
Options exercisable, December 31, 2009 | 4,208 | $ | 46.63 | 6.3 years | $ | 174 |
NOTE 3 — | ACQUISITIONS AND DISPOSITIONS |
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NOTE 3 — | ACQUISITIONS AND DISPOSITIONS (Continued) |
NOTE 4 — | IMPAIRMENTS OF LONG-LIVED ASSETS |
NOTE 5 — | INCOME TAXES |
2009 | 2008 | 2007 | ||||||||||
Current: | ||||||||||||
Federal | $ | 809 | $ | 699 | $ | 566 | ||||||
State | 75 | 56 | 37 | |||||||||
Foreign | 21 | 25 | 32 | |||||||||
Deferred: | ||||||||||||
Federal | (274 | ) | (505 | ) | (391 | ) | ||||||
State | (37 | ) | (29 | ) | (62 | ) | ||||||
Foreign | 33 | 22 | 134 | |||||||||
$ | 627 | $ | 268 | $ | 316 | |||||||
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NOTE 5 — | INCOME TAXES (Continued) |
2009 | 2008 | 2007 | ||||||||||
Federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | ||||||
State income taxes, net of federal tax benefit | 3.2 | 3.7 | 0.2 | |||||||||
Change in liability for uncertain tax positions | (0.2 | ) | (7.4 | ) | (7.2 | ) | ||||||
Nondeductible intangible assets | 0.4 | 0.4 | — | |||||||||
Tax exempt interest income | (0.8 | ) | (2.5 | ) | (2.1 | ) | ||||||
Income attributable to noncontrolling interests from consolidated partnerships | (6.0 | ) | (5.6 | ) | (4.0 | ) | ||||||
Other items, net | (0.3 | ) | (0.7 | ) | 0.7 | |||||||
Effective income tax rate | 31.3 | % | 22.9 | % | 22.6 | % | ||||||
2009 | 2008 | |||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||
Depreciation and fixed asset basis differences | $ | — | $ | 258 | $ | — | $ | 324 | ||||||||
Allowances for professional liability and other risks | 288 | — | 244 | — | ||||||||||||
Accounts receivable | 1,453 | — | 1,263 | — | ||||||||||||
Compensation | 190 | — | 201 | — | ||||||||||||
Other | 740 | 336 | 786 | 287 | ||||||||||||
$ | 2,671 | $ | 594 | $ | 2,494 | $ | 611 | |||||||||
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NOTE 5 — | INCOME TAXES (Continued) |
2009 | 2008 | |||||||
Balance at January 1 | $ | 482 | $ | 622 | ||||
Additions based on tax positions related to the current year | 44 | 32 | ||||||
Additions for tax positions of prior years | 11 | 55 | ||||||
Reductions for tax positions of prior years | (33 | ) | (57 | ) | ||||
Settlements | (8 | ) | (162 | ) | ||||
Lapse of applicable statutes of limitations | (11 | ) | (8 | ) | ||||
Balance at December 31 | $ | 485 | $ | 482 | ||||
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NOTE 6 — | INVESTMENTS OF INSURANCE SUBSIDIARY |
2009 | ||||||||||||||||
Unrealized | ||||||||||||||||
Amortized | Amounts | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Debt securities: | ||||||||||||||||
States and municipalities | $ | 668 | $ | 30 | $ | (3 | ) | $ | 695 | |||||||
Auction rate securities | 401 | — | (5 | ) | 396 | |||||||||||
Asset-backed securities | 43 | — | (1 | ) | 42 | |||||||||||
Money market funds | 176 | — | — | 176 | ||||||||||||
1,288 | 30 | (9 | ) | 1,309 | ||||||||||||
Equity securities: | ||||||||||||||||
Preferred stocks | 6 | — | (2 | ) | 4 | |||||||||||
Common stocks | 2 | 1 | — | 3 | ||||||||||||
8 | 1 | (2 | ) | 7 | ||||||||||||
$ | 1,296 | $ | 31 | $ | (11 | ) | 1,316 | |||||||||
Amounts classified as current assets | (150 | ) | ||||||||||||||
Investment carrying value | $ | 1,166 | ||||||||||||||
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 | |||||||||
Amounts classified as current assets | (200 | ) | ||||||||||||||
Investment carrying value | $ | 1,422 | ||||||||||||||
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NOTE 6 — | INVESTMENTS OF INSURANCE SUBSIDIARY (Continued) |
Amortized | Fair | |||||||
Cost | Value | |||||||
Due in one year or less | $ | 216 | $ | 216 | ||||
Due after one year through five years | 310 | 325 | ||||||
Due after five years through ten years | 193 | 204 | ||||||
Due after ten years | 125 | 126 | ||||||
844 | 871 | |||||||
Auction rate securities | 401 | 396 | ||||||
Asset-backed securities | 43 | 42 | ||||||
$ | 1,288 | $ | 1,309 | |||||
2009 | 2008 | 2007 | ||||||||||
Debt securities: | ||||||||||||
Cash proceeds | $ | 141 | $ | 23 | $ | 272 | ||||||
Gross realized gains | — | — | 8 | |||||||||
Gross realized losses | 1 | — | 1 | |||||||||
Equity securities: | ||||||||||||
Cash proceeds | $ | 3 | $ | 4 | $ | 87 | ||||||
Gross realized gains | 1 | 2 | 1 | |||||||||
Gross realized losses | — | 2 | — |
NOTE 7 — | FINANCIAL INSTRUMENTS |
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NOTE 7 — | FINANCIAL INSTRUMENTS (Continued) |
Notional | Fair | |||||||||||
Amount | Termination Date | Value | ||||||||||
Pay-fixed interest rate swap | $ | 500 | March 2011 | $ | (13 | ) | ||||||
Pay-fixed interest rate swaps | 8,000 | November 2011 | (523 | ) | ||||||||
Pay-fixed interest rate swaps (starting November 2011) | 2,000 | December 2016 | 8 |
Notional | Fair | |||||||||||
Amount | Termination Date | Value | ||||||||||
Euro — United States Dollar Currency Swap | 411 Euro | December 2011 | $ | 79 |
Notional | Fair | |||||||||||
Amount | Termination Date | Value | ||||||||||
GBP — United States Dollar Currency Swaps | 100 GBP | November 2010 | $ | (13 | ) |
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 | $ | 141 | Interest expense | $ | 345 | |||||||
Cross currency swaps | (8 | ) | Interest expense | — | ||||||||
$ | 133 | $ | 345 | |||||||||
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NOTE 7 — | FINANCIAL INSTRUMENTS (Continued) |
Location of Loss | Amount of Loss | |||||
Recognized in | Recognized in | |||||
Operations on | Operations on | |||||
Derivatives Not Designated as Hedging Instruments | Derivatives | Derivatives | ||||
Cross currency swaps | Other operating expense | $ | 5 |
NOTE 8 — | ASSETS AND LIABILITIES MEASURED AT FAIR VALUE |
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NOTE 8 — | ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Continued) |
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NOTE 8 — | ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Continued) |
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 | $ | 1,316 | $ | 178 | $ | 741 | $ | 397 | ||||||||
Less amounts classified as current assets | (150 | ) | (150 | ) | — | — | ||||||||||
1,166 | 28 | 741 | 397 | |||||||||||||
Cross currency swap (Other assets) | 79 | — | 79 | — | ||||||||||||
Liabilities: | ||||||||||||||||
Interest rate swaps (Income taxes and other liabilities) | 528 | — | 528 | — | ||||||||||||
Cross currency swaps (Income taxes and other liabilities) | 13 | — | 13 | — |
Investments | Interest | |||||||||||||||
of Insurance | Cross Currency | Rate | ||||||||||||||
Subsidiary | Swaps | Swaps | ||||||||||||||
Asset (liability) balances at December 31, 2008 | $ | 538 | $ | 97 | $ | (26 | ) | $ | (657 | ) | ||||||
Realized losses included in earnings | — | (5 | ) | — | 341 | |||||||||||
Unrealized gains (losses) included in other comprehensive income | 35 | — | 13 | (222 | ) | |||||||||||
Purchases, issuances and settlements | (176 | ) | (13 | ) | — | 10 | ||||||||||
Transfers out of Level 3 | — | (79 | ) | 13 | 528 | |||||||||||
Asset (liability) balances at December 31, 2009 | $ | 397 | $ | — | $ | — | $ | — | ||||||||
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2009 | 2008 | |||||||
Senior secured asset-based revolving credit facility (effective interest rate of 1.7%) | $ | 715 | $ | 2,000 | ||||
Senior secured revolving credit facility | — | 50 | ||||||
Senior secured term loan facilities (effective interest rate of 6.5%) | 8,987 | 12,002 | ||||||
Senior secured first lien notes (effective interest rate of 8.9%) | 2,682 | — | ||||||
Other senior secured debt (effective interest rate of 6.8%) | 362 | 406 | ||||||
First lien debt | 12,746 | 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 7.6%) | 25,670 | 26,989 | ||||||
Less amounts due within one year | 846 | 404 | ||||||
$ | 24,824 | $ | 26,585 | |||||
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• | a first-priority lien on the capital stock owned by HCA Inc., or by any U.S. guarantor, in each of their respective first-tier subsidiaries; | |
• | a first-priority lien on substantially all present and future assets of HCA Inc. and of each U.S. guarantor other than (i) “Principal Properties” (as defined in the 1993 Indenture), (ii) certain other real properties |
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and (iii) deposit accounts, other bank or securities accounts, cash, leaseholds, motor-vehicles and certain other exceptions; and |
• | a second-priority lien on certain of the Receivables Collateral. |
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F-29
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For the Years Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Revenues: | ||||||||||||
Eastern Group | $ | 8,807 | $ | 8,570 | $ | 8,204 | ||||||
Central Group | 7,225 | 6,740 | 6,302 | |||||||||
Western Group | 13,140 | 12,118 | 11,378 | |||||||||
Corporate and other | 880 | 946 | 974 | |||||||||
$ | 30,052 | $ | 28,374 | $ | 26,858 | |||||||
Equity in earnings of affiliates: | ||||||||||||
Eastern Group | $ | (3 | ) | $ | (2 | ) | $ | (2 | ) | |||
Central Group | (2 | ) | (2 | ) | 8 | |||||||
Western Group | (241 | ) | (219 | ) | (212 | ) | ||||||
Corporate and other | — | — | — | |||||||||
$ | (246 | ) | $ | (223 | ) | $ | (206 | ) | ||||
Adjusted segment EBITDA: | ||||||||||||
Eastern Group | $ | 1,469 | $ | 1,288 | $ | 1,268 | ||||||
Central Group | 1,325 | 1,061 | 1,082 | |||||||||
Western Group | 2,867 | 2,270 | 2,196 | |||||||||
Corporate and other | (189 | ) | (45 | ) | 46 | |||||||
$ | 5,472 | $ | 4,574 | $ | 4,592 | |||||||
Depreciation and amortization: | ||||||||||||
Eastern Group | $ | 364 | $ | 358 | $ | 369 | ||||||
Central Group | 352 | 359 | 364 | |||||||||
Western Group | 578 | 552 | 529 | |||||||||
Corporate and other | 131 | 147 | 164 | |||||||||
$ | 1,425 | $ | 1,416 | $ | 1,426 | |||||||
Adjusted segment EBITDA | $ | 5,472 | $ | 4,574 | $ | 4,592 | ||||||
Depreciation and amortization | 1,425 | 1,416 | 1,426 | |||||||||
Interest expense | 1,987 | 2,021 | 2,215 | |||||||||
Losses (gains) on sales of facilities | 15 | (97 | ) | (471 | ) | |||||||
Impairment of long-lived assets | 43 | 64 | 24 | |||||||||
Income before income taxes | $ | 2,002 | $ | 1,170 | $ | 1,398 | ||||||
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As of December 31, | ||||||||
2009 | 2008 | |||||||
Assets: | ||||||||
Eastern Group | $ | 5,018 | $ | 4,906 | ||||
Central Group | 5,173 | 5,251 | ||||||
Western Group | 8,847 | 8,597 | ||||||
Corporate and other | 5,093 | 5,526 | ||||||
$ | 24,131 | $ | 24,280 | |||||
Eastern | Central | Western | Corporate | |||||||||||||||||
Group | Group | Group | and Other | Total | ||||||||||||||||
Goodwill: | ||||||||||||||||||||
Balance at December 31, 2008 | $ | 602 | $ | 1,013 | $ | 754 | $ | 211 | $ | 2,580 | ||||||||||
Acquisitions | — | 5 | — | — | 5 | |||||||||||||||
Impairments | (7 | ) | — | (12 | ) | — | (19 | ) | ||||||||||||
Foreign currency translation and other | 1 | — | — | 10 | 11 | |||||||||||||||
Balance at December 31, 2009 | $ | 596 | $ | 1,018 | $ | 742 | $ | 221 | $ | 2,577 | ||||||||||
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Change | ||||||||||||||||||||
Unrealized | Foreign | in Fair | ||||||||||||||||||
Gains (Losses) on | Currency | Defined | Value of | |||||||||||||||||
Available-for-Sale | Translation | Benefit | Derivative | |||||||||||||||||
Securities | Adjustments | Plans | Instruments | Total | ||||||||||||||||
Balances at December 31, 2006 | $ | 16 | $ | 49 | $ | (67 | ) | $ | 18 | $ | 16 | |||||||||
Unrealized gains onavailable-for-sale securities, net of $1 of income taxes | 3 | — | — | — | 3 | |||||||||||||||
Foreign currency translation adjustments, net of $3 income tax benefit | — | (7 | ) | — | — | (7 | ) | |||||||||||||
Defined benefit plans, net of $10 of income taxes | — | — | 16 | — | 16 | |||||||||||||||
Change in fair value of derivative instruments, net of $100 income tax benefit | — | — | — | (172 | ) | (172 | ) | |||||||||||||
(Income) expense reclassified into operations from other comprehensive income, net of $3, $5, $(4) and $12, respectively, of income taxes (benefit) | (5 | ) | (8 | ) | 7 | (22 | ) | (28 | ) | |||||||||||
Balances at December 31, 2007 | 14 | 34 | (44 | ) | (176 | ) | (172 | ) | ||||||||||||
Unrealized losses onavailable-for-sale securities, net of $25 income tax benefit | (44 | ) | — | — | — | (44 | ) | |||||||||||||
Foreign currency translation adjustments, net of $33 income tax benefit | — | (62 | ) | — | — | (62 | ) | |||||||||||||
Defined benefit plans, net of $40 income tax benefit | — | — | (68 | ) | — | (68 | ) | |||||||||||||
Change in fair value of derivative instruments, net of $194 income tax benefit | — | — | — | (334 | ) | (334 | ) | |||||||||||||
Expense reclassified into operations from other comprehensive income, net of $4 and $42, respectively, income tax benefits | — | — | 6 | 70 | 76 | |||||||||||||||
Balances at December 31, 2008 | (30 | ) | (28 | ) | (106 | ) | (440 | ) | (604 | ) | ||||||||||
Unrealized gains onavailable-for-sale securities, net of $25 of income taxes | 44 | — | — | — | 44 | |||||||||||||||
Foreign currency translation adjustments, net of $14 of income taxes | — | 25 | — | — | 25 | |||||||||||||||
Defined benefit plans, net of $8 income tax benefit | — | — | (10 | ) | — | (10 | ) | |||||||||||||
Change in fair value of derivative instruments, net of $76 income tax benefit | — | — | — | (133 | ) | (133 | ) | |||||||||||||
Expense reclassified into operations from other comprehensive income, net of $6 and $127, respectively, income tax benefits | — | — | 10 | 218 | 228 | |||||||||||||||
Balances at December 31, 2009 | $ | 14 | $ | (3 | ) | $ | (106 | ) | $ | (355 | ) | $ | (450 | ) | ||||||
F-32
Table of Contents
NOTE 15 — | ACCRUED EXPENSES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS |
2009 | 2008 | |||||||
Professional liability risks | $ | 265 | $ | 279 | ||||
Interest | 283 | 212 | ||||||
Income taxes | — | 224 | ||||||
Taxes other than income | 190 | 189 | ||||||
Other | 420 | 378 | ||||||
$ | 1,158 | $ | 1,282 | |||||
Provision | Accounts | |||||||||||||||
Balance at | for | Written off, | Balance | |||||||||||||
Beginning | Doubtful | Net of | at End | |||||||||||||
of Year | Accounts | Recoveries | of Year | |||||||||||||
Allowance for doubtful accounts: | ||||||||||||||||
Year ended December 31, 2007 | $ | 2,889 | $ | 3,130 | $ | (2,308 | ) | $ | 3,711 | |||||||
Year ended December 31, 2008 | 3,711 | 3,409 | (2,379 | ) | 4,741 | |||||||||||
Year ended December 31, 2009 | 4,741 | 3,276 | (3,157 | ) | 4,860 |
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION |
F-33
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
CONDENSED CONSOLIDATING INCOME STATEMENT
For The Year Ended December 31, 2009
(Dollars in millions)
Subsidiary | ||||||||||||||||||||
Parent | Subsidiary | Non- | Condensed | |||||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||||||
Revenues | $ | — | $ | 17,584 | $ | 12,468 | $ | — | $ | 30,052 | ||||||||||
Salaries and benefits | — | 7,149 | 4,809 | — | 11,958 | |||||||||||||||
Supplies | — | 2,846 | 2,022 | — | 4,868 | |||||||||||||||
Other operating expenses | 14 | 2,497 | 2,213 | — | 4,724 | |||||||||||||||
Provision for doubtful accounts | — | 2,043 | 1,233 | — | 3,276 | |||||||||||||||
Equity in earnings of affiliates | (2,540 | ) | (95 | ) | (151 | ) | 2,540 | (246 | ) | |||||||||||
Depreciation and amortization | — | 787 | 638 | — | 1,425 | |||||||||||||||
Interest expense | 2,356 | (500 | ) | 131 | — | 1,987 | ||||||||||||||
Losses (gains) on sales of facilities | — | 17 | (2 | ) | — | 15 | ||||||||||||||
Impairment of long-lived assets | — | 34 | 9 | — | 43 | |||||||||||||||
Management fees | — | (443 | ) | 443 | — | — | ||||||||||||||
(170 | ) | 14,335 | 11,345 | 2,540 | 28,050 | |||||||||||||||
Income before income taxes | 170 | 3,249 | 1,123 | (2,540 | ) | 2,002 | ||||||||||||||
Provision for income taxes | (884 | ) | 1,189 | 322 | — | 627 | ||||||||||||||
Net income | 1,054 | 2,060 | 801 | (2,540 | ) | 1,375 | ||||||||||||||
Net income attributable to noncontrolling interests | — | 61 | 260 | — | 321 | |||||||||||||||
Net income attributable to HCA Inc. | $ | 1,054 | $ | 1,999 | $ | 541 | $ | (2,540 | ) | $ | 1,054 | |||||||||
F-34
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
CONDENSED CONSOLIDATING INCOME STATEMENT
For The Year Ended December 31, 2008
(Dollars in millions)
Subsidiary | ||||||||||||||||||||
Parent | Subsidiary | Non- | Condensed | |||||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||||||
Revenues | $ | — | $ | 16,507 | $ | 11,867 | $ | — | $ | 28,374 | ||||||||||
Salaries and benefits | — | 6,846 | 4,594 | — | 11,440 | |||||||||||||||
Supplies | — | 2,671 | 1,949 | — | 4,620 | |||||||||||||||
Other operating expenses | (6 | ) | 2,445 | 2,115 | — | 4,554 | ||||||||||||||
Provision for doubtful accounts | — | 2,073 | 1,336 | — | 3,409 | |||||||||||||||
Equity in earnings of affiliates | (2,100 | ) | (82 | ) | (141 | ) | 2,100 | (223 | ) | |||||||||||
Depreciation and amortization | — | 776 | 640 | — | 1,416 | |||||||||||||||
Interest expense | 2,190 | (328 | ) | 159 | — | 2,021 | ||||||||||||||
Gains on sales of facilities | — | (5 | ) | (92 | ) | — | (97 | ) | ||||||||||||
Impairment of long-lived assets | — | — | 64 | — | 64 | |||||||||||||||
Management fees | — | (426 | ) | 426 | — | — | ||||||||||||||
84 | 13,970 | 11,050 | 2,100 | 27,204 | ||||||||||||||||
Income (loss) before income taxes | (84 | ) | 2,537 | 817 | (2,100 | ) | 1,170 | |||||||||||||
Provision for income taxes | (757 | ) | 803 | 222 | — | 268 | ||||||||||||||
Net income | 673 | 1,734 | 595 | (2,100 | ) | 902 | ||||||||||||||
Net income attributable to noncontrolling interests | — | 53 | 176 | — | 229 | |||||||||||||||
Net income attributable to HCA Inc. | $ | 673 | $ | 1,681 | $ | 419 | $ | (2,100 | ) | $ | 673 | �� | ||||||||
F-35
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
CONDENSED CONSOLIDATING INCOME STATEMENT
For The Year Ended December 31, 2007
(Dollars in millions)
Subsidiary | ||||||||||||||||||||
Parent | Subsidiary | Non- | Condensed | |||||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||||||
Revenues | $ | — | $ | 15,598 | $ | 11,260 | $ | — | $ | 26,858 | ||||||||||
Salaries and benefits | — | 6,441 | 4,273 | — | 10,714 | |||||||||||||||
Supplies | — | 2,549 | 1,846 | — | 4,395 | |||||||||||||||
Other operating expenses | (2 | ) | 2,279 | 1,956 | — | 4,233 | ||||||||||||||
Provision for doubtful accounts | — | 1,942 | 1,188 | — | 3,130 | |||||||||||||||
Equity in earnings of affiliates | (2,245 | ) | (90 | ) | (116 | ) | 2,245 | (206 | ) | |||||||||||
Depreciation and amortization | — | 779 | 647 | — | 1,426 | |||||||||||||||
Interest expense | 2,161 | (95 | ) | 149 | — | 2,215 | ||||||||||||||
Gains on sales of facilities | — | (3 | ) | (468 | ) | — | (471 | ) | ||||||||||||
Impairment of long-lived assets | — | — | 24 | — | 24 | |||||||||||||||
Management fees | — | (392 | ) | 392 | — | — | ||||||||||||||
(86 | ) | 13,410 | 9,891 | 2,245 | 25,460 | |||||||||||||||
Income before income taxes | 86 | 2,188 | 1,369 | (2,245 | ) | 1,398 | ||||||||||||||
Provision for income taxes | (788 | ) | 712 | 392 | — | 316 | ||||||||||||||
Net income | 874 | 1,476 | 977 | (2,245 | ) | 1,082 | ||||||||||||||
Net income attributable to noncontrolling interests | — | 28 | 180 | — | 208 | |||||||||||||||
Net income attributable to HCA Inc. | $ | 874 | $ | 1,448 | $ | 797 | $ | (2,245 | ) | $ | 874 | |||||||||
F-36
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2009
(Dollars in millions)
Subsidiary | ||||||||||||||||||||
Parent | Subsidiary | Non- | Condensed | |||||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 95 | $ | 217 | $ | — | $ | 312 | ||||||||||
Accounts receivable, net | — | 2,135 | 1,557 | — | 3,692 | |||||||||||||||
Inventories | — | 489 | 313 | — | 802 | |||||||||||||||
Deferred income taxes | 1,192 | — | — | — | 1,192 | |||||||||||||||
Other | 81 | 148 | 350 | — | 579 | |||||||||||||||
1,273 | 2,867 | 2,437 | — | 6,577 | ||||||||||||||||
Property and equipment, net | — | 7,034 | 4,393 | — | 11,427 | |||||||||||||||
Investments of insurance subsidiary | — | — | 1,166 | — | 1,166 | |||||||||||||||
Investments in and advances to affiliates | — | 244 | 609 | — | 853 | |||||||||||||||
Goodwill | — | 1,641 | 936 | — | 2,577 | |||||||||||||||
Deferred loan costs | 418 | — | — | — | 418 | |||||||||||||||
Investments in and advances to subsidiaries | 21,830 | — | — | (21,830 | ) | — | ||||||||||||||
Other | 963 | 19 | 131 | — | 1,113 | |||||||||||||||
$ | 24,484 | $ | 11,805 | $ | 9,672 | $ | (21,830 | ) | $ | 24,131 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | — | $ | 908 | $ | 552 | $ | — | $ | 1,460 | ||||||||||
Accrued salaries | — | 542 | 307 | — | 849 | |||||||||||||||
Other accrued expenses | 282 | 293 | 583 | — | 1,158 | |||||||||||||||
Long-term debt due within one year | 802 | 9 | 35 | — | 846 | |||||||||||||||
1,084 | 1,752 | 1,477 | — | 4,313 | ||||||||||||||||
Long-term debt | 24,427 | 103 | 294 | — | 24,824 | |||||||||||||||
Intercompany balances | 6,636 | (10,387 | ) | 3,751 | — | — | ||||||||||||||
Professional liability risks | — | — | 1,057 | — | 1,057 | |||||||||||||||
Income taxes and other liabilities | 1,176 | 421 | 171 | — | 1,768 | |||||||||||||||
33,323 | (8,111 | ) | 6,750 | — | 31,962 | |||||||||||||||
Equity securities with contingent redemption rights | 147 | — | — | — | 147 | |||||||||||||||
Stockholders’ (deficit) equity attributable to HCA Inc. | (8,986 | ) | 19,787 | 2,043 | (21,830 | ) | (8,986 | ) | ||||||||||||
Noncontrolling interests | — | 129 | 879 | — | 1,008 | |||||||||||||||
(8,986 | ) | 19,916 | 2,922 | (21,830 | ) | (7,978 | ) | |||||||||||||
$ | 24,484 | $ | 11,805 | $ | 9,672 | $ | (21,830 | ) | $ | 24,131 | ||||||||||
F-37
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
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 | ||||||||||
F-38
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For The Year Ended December 31, 2009
(Dollars in millions)
Subsidiary | ||||||||||||||||||||
Parent | Subsidiary | Non- | Condensed | |||||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income | $ | 1,054 | $ | 2,060 | $ | 801 | $ | (2,540 | ) | $ | 1,375 | |||||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||||||||||
Change in operating assets and liabilities | 90 | (1,882 | ) | (1,299 | ) | — | (3,091 | ) | ||||||||||||
Provision for doubtful accounts | — | 2,043 | 1,233 | — | 3,276 | |||||||||||||||
Depreciation and amortization | — | 787 | 638 | — | 1,425 | |||||||||||||||
Income taxes | (520 | ) | — | — | — | (520 | ) | |||||||||||||
Losses (gains) on sales of facilities | — | 17 | (2 | ) | — | 15 | ||||||||||||||
Impairment of long-lived assets | — | 34 | 9 | — | 43 | |||||||||||||||
Amortization of deferred loan costs | 80 | — | — | — | 80 | |||||||||||||||
Share-based compensation | 40 | — | — | — | 40 | |||||||||||||||
Pay-in-kind interest | 58 | — | — | — | 58 | |||||||||||||||
Equity in earnings of affiliates | (2,540 | ) | — | — | 2,540 | — | ||||||||||||||
Other | 50 | (2 | ) | (2 | ) | — | 46 | |||||||||||||
Net cash provided by (used in) operating activities | (1,688 | ) | 3,057 | 1,378 | — | 2,747 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Purchase of property and equipment | — | (720 | ) | (597 | ) | — | (1,317 | ) | ||||||||||||
Acquisition of hospitals and health care entities | — | (38 | ) | (23 | ) | — | (61 | ) | ||||||||||||
Disposal of hospitals and health care entities | — | 21 | 20 | — | 41 | |||||||||||||||
Change in investments | — | (7 | ) | 310 | — | 303 | ||||||||||||||
Other | — | — | (1 | ) | — | (1 | ) | |||||||||||||
Net cash used in investing activities | — | (744 | ) | (291 | ) | — | (1,035 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Issuances of long-term debt | 2,979 | — | — | — | 2,979 | |||||||||||||||
Net change in revolving bank credit facilities | (1,335 | ) | — | — | — | (1,335 | ) | |||||||||||||
Repayment of long-term debt | (2,972 | ) | (7 | ) | (124 | ) | — | (3,103 | ) | |||||||||||
Distributions to noncontrolling interests | — | (70 | ) | (260 | ) | — | (330 | ) | ||||||||||||
Payment of debt issuance costs | (70 | ) | — | — | — | (70 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | 3,107 | (2,275 | ) | (832 | ) | — | — | |||||||||||||
Other | (21 | ) | — | 15 | — | (6 | ) | |||||||||||||
Net cash provided by (used in) financing activities | 1,688 | (2,352 | ) | (1,201 | ) | — | (1,865 | ) | ||||||||||||
Change in cash and cash equivalents | — | (39 | ) | (114 | ) | — | (153 | ) | ||||||||||||
Cash and cash equivalents at beginning of period | — | 134 | 331 | — | 465 | |||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 95 | $ | 217 | $ | — | $ | 312 | ||||||||||
F-39
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For The Year Ended December 31, 2008
(Dollars in millions)
Subsidiary | ||||||||||||||||||||
Parent | Subsidiary | Non- | Condensed | |||||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income | $ | 673 | $ | 1,734 | $ | 595 | $ | (2,100 | ) | $ | 902 | |||||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||||||||||
Change in operating assets and liabilities | (11 | ) | (2,085 | ) | (1,271 | ) | — | (3,367 | ) | |||||||||||
Provision for doubtful accounts | — | 2,073 | 1,336 | — | 3,409 | |||||||||||||||
Depreciation and amortization | — | 776 | 640 | — | 1,416 | |||||||||||||||
Income taxes | (448 | ) | — | — | — | (448 | ) | |||||||||||||
Gains on sales of facilities | — | (5 | ) | (92 | ) | — | (97 | ) | ||||||||||||
Impairment of long-lived assets | — | — | 64 | — | 64 | |||||||||||||||
Amortization of deferred loan costs | 79 | — | — | — | 79 | |||||||||||||||
Share-based compensation | 32 | — | — | — | 32 | |||||||||||||||
Equity in earnings of affiliates | (2,100 | ) | — | — | 2,100 | — | ||||||||||||||
Other | — | (19 | ) | 19 | — | — | ||||||||||||||
Net cash provided by (used in) operating activities | (1,775 | ) | 2,474 | 1,291 | — | 1,990 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Purchase of property and equipment | — | (927 | ) | (673 | ) | — | (1,600 | ) | ||||||||||||
Acquisition of hospitals and health care entities | — | (34 | ) | (51 | ) | — | (85 | ) | ||||||||||||
Disposal of hospitals and health care entities | — | 27 | 166 | — | 193 | |||||||||||||||
Change in investments | — | (26 | ) | 47 | — | 21 | ||||||||||||||
Other | — | (4 | ) | 8 | — | 4 | ||||||||||||||
Net cash used in investing activities | — | (964 | ) | (503 | ) | — | (1,467 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Net change in revolving bank credit facilities | 700 | — | — | — | 700 | |||||||||||||||
Repayment of long-term debt | (851 | ) | (4 | ) | (105 | ) | — | (960 | ) | |||||||||||
Distributions to noncontrolling interests | — | (32 | ) | (146 | ) | — | (178 | ) | ||||||||||||
Changes in intercompany balances with affiliates, net | 1,935 | (1,505 | ) | (430 | ) | — | — | |||||||||||||
Other | (9 | ) | — | (4 | ) | — | (13 | ) | ||||||||||||
Net cash provided by (used in) financing activities | 1,775 | (1,541 | ) | (685 | ) | — | (451 | ) | ||||||||||||
Change in cash and cash equivalents | — | (31 | ) | 103 | — | 72 | ||||||||||||||
Cash and cash equivalents at beginning of period | — | 165 | 228 | — | 393 | |||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 134 | $ | 331 | $ | — | $ | 465 | ||||||||||
F-40
Table of Contents
NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For The Year Ended December 31, 2007
(Dollars in millions)
Subsidiary | ||||||||||||||||||||
Parent | Subsidiary | Non- | Condensed | |||||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income | $ | 874 | $ | 1,476 | $ | 977 | $ | (2,245 | ) | $ | 1,082 | |||||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||||||||||
Change in operating assets and liabilities | (6 | ) | (2,127 | ) | (1,482 | ) | — | (3,615 | ) | |||||||||||
Provision for doubtful accounts | — | 1,942 | 1,188 | — | 3,130 | |||||||||||||||
Depreciation and amortization | — | 779 | 647 | — | 1,426 | |||||||||||||||
Income taxes | (105 | ) | — | — | — | (105 | ) | |||||||||||||
Gains on sales of facilities | — | (3 | ) | (468 | ) | — | (471 | ) | ||||||||||||
Impairment of long-lived assets | — | — | 24 | — | 24 | |||||||||||||||
Amortization of deferred loan costs | 78 | — | — | — | 78 | |||||||||||||||
Share-based compensation | 24 | — | — | — | 24 | |||||||||||||||
Equity in earnings of affiliates | (2,245 | ) | — | — | 2,245 | — | ||||||||||||||
Other | 7 | 18 | (34 | ) | — | (9 | ) | |||||||||||||
Net cash provided by (used in) operating activities | (1,373 | ) | 2,085 | 852 | — | 1,564 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Purchase of property and equipment | — | (640 | ) | (804 | ) | — | (1,444 | ) | ||||||||||||
Acquisition of hospitals and health care entities | — | (11 | ) | (21 | ) | — | (32 | ) | ||||||||||||
Disposal of hospitals and health care entities | — | 24 | 743 | — | 767 | |||||||||||||||
Change in investments | — | 3 | 204 | — | 207 | |||||||||||||||
Other | — | (8 | ) | 31 | — | 23 | ||||||||||||||
Net cash provided by (used in) investing activities | — | (632 | ) | 153 | — | (479 | ) | |||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Net change in revolving bank credit facilities | (520 | ) | — | — | — | (520 | ) | |||||||||||||
Repayment of long-term debt | (255 | ) | (4 | ) | (491 | ) | — | (750 | ) | |||||||||||
Distributions to noncontrolling interests | — | (12 | ) | (140 | ) | — | (152 | ) | ||||||||||||
Issuances of common stock | 100 | — | — | — | 100 | |||||||||||||||
Changes in intercompany balances with affiliates, net | 2,059 | (1,554 | ) | (505 | ) | — | — | |||||||||||||
Other | (11 | ) | — | 7 | — | (4 | ) | |||||||||||||
Net cash provided by (used in) financing activities | 1,373 | (1,570 | ) | (1,129 | ) | — | (1,326 | ) | ||||||||||||
Change in cash and cash equivalents | — | (117 | ) | (124 | ) | — | (241 | ) | ||||||||||||
Cash and cash equivalents at beginning of period | — | 282 | 352 | — | 634 | |||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 165 | $ | 228 | $ | — | $ | 393 | ||||||||||
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NOTE 16 — | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION (Continued) |
2009 | 2008 | 2007 | ||||||||||
Presentation in HCA Inc. Consolidated Statements of Stockholders’ Deficit: | ||||||||||||
Equity contributions | $ | — | $ | — | $ | 60 | ||||||
Share-based benefit plans | 47 | 40 | 24 | |||||||||
Other | 14 | 2 | 28 | |||||||||
Presentation in Healthtrust, Inc. — The Hospital Company Consolidated Statements of Stockholder’s Deficit: | ||||||||||||
Distributions from HCA Inc., net of contributions to HCA Inc. | $ | 61 | $ | 42 | $ | 112 | ||||||
Presentation in HCA Inc. Consolidated Statements of Cash Flows (cash flows from financing activities): | ||||||||||||
Issuances of common stock | $ | — | $ | — | $ | 100 | ||||||
Other | — | (9 | ) | (2 | ) | |||||||
Presentation in Healthtrust Inc. — The Hospital Company Consolidated Statements of Cash Flows (cash flows from financing activities): | ||||||||||||
Net cash distributions (to) from HCA Inc. | $ | — | $ | (9 | ) | $ | 98 | |||||
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2009 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Revenues | $ | 7,431 | $ | 7,483 | $ | 7,533 | $ | 7,605 | ||||||||
Net income | $ | 432 | (a) | $ | 365 | (b) | $ | 274 | (c) | $ | 304 | (d) | ||||
Net income attributable to HCA Inc. | $ | 360 | (a) | $ | 282 | (b) | $ | 196 | (c) | $ | 216 | (d) |
2008 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Revenues | $ | 7,127 | $ | 6,980 | $ | 7,002 | $ | 7,265 | ||||||||
Net income | $ | 225 | (e) | $ | 197 | (f) | $ | 136 | (g) | $ | 344 | (h) | ||||
Net income attributable to HCA Inc. | $ | 170 | (e) | $ | 141 | (f) | $ | 86 | (g) | $ | 276 | (h) |
(a) | First quarter results include $3 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $6 million of costs related to the impairment of long-lived assets (See NOTE 4 of the notes to consolidated financial statements). | |
(b) | Second quarter results include $2 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $2 million of costs related to the impairment of long-lived assets (See NOTE 4 of the notes to consolidated financial statements). | |
(c) | Third quarter results include $2 million of costs related to the impairment of long-lived assets (See NOTE 4 of the notes to consolidated financial statements). | |
(d) | Fourth quarter results include $4 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $24 million of costs related to the impairment of long-lived assets (See NOTE 4 of the notes to consolidated financial statements). | |
(e) | First quarter results include $30 million of gains on sales of facilities (See NOTE 3 of the notes to consolidated financial statements). | |
(f) | Second quarter results include $6 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $6 million of costs related to the impairment of long-lived assets (See NOTE 4 of the notes to consolidated financial statements). | |
(g) | Third quarter results include $29 million of gains on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $28 million of costs related to the impairment of long-lived assets (See NOTE 4 of the notes to consolidated financial statements). | |
(h) | Fourth quarter results include $5 million of gains on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $6 million of costs related to the impairment of long-lived assets (See NOTE 4 of the notes to consolidated financial statements). |
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Item 20. | Indemnification of Directors and Officers. |
• | a majority vote of a quorum of the corporation’s Board of Directors consisting of directors who are not party to the proceedings; | |
• | approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or | |
• | such court in which the proceeding is or was pending upon application by designated parties. |
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• | with respect to civil, criminal, administrative or investigative proceedings brought because the defendant is or was serving as an officer, director, employee or agent of the company; | |
• | for judgments, fines and amounts paid in settlement reasonably incurred; | |
• | if the defendant acted in good faith and reasonably believed in the case of conduct in his official capacity that his conduct was in the best interests of the company, and in all other cases that his conduct was at least not opposed to the best interests of the company; and | |
• | if, with respect to a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. |
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Item 21. | Exhibits and Financial Statement Schedules. |
2 | .1 | Agreement and Plan of Merger, dated July 24, 2006, by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation (filed as Exhibit 2.1 to the Company’s Current Report onForm 8-K filed July 25, 2006, and incorporated herein by reference). | ||
3 | .1 | Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference). | ||
3 | .2 | Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference). | ||
3 | .3 | American Medicorp Development Co. Articles of Incorporation (filed as Exhibit 3.3 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .4 | American Medicorp Development Co. By-Laws (filed as Exhibit 3.4 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .5 | Bay Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.5 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .6 | Bay Hospital, Inc. By-Laws (filed as Exhibit 3.6 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .7 | Brigham City Community Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.7 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .8 | Brigham City Community Hospital, Inc. By-Laws (filed as Exhibit 3.8 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .9 | Brookwood Medical Center of Gulfport, Inc. Certificate of Incorporation (filed as Exhibit 3.9 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .10 | Brookwood Medical Center of Gulfport, Inc. By-Laws (filed as Exhibit 3.10 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .11 | Capital Division, Inc. Articles of Incorporation (filed as Exhibit 3.11 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .12 | Capital Division, Inc. By-Laws (filed as Exhibit 3.12 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .13* | Centerpoint Medical Center of Independence, LLC Certificate of Formation. | ||
3 | .14 | Centerpoint Medical Center of Independence, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.14 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). | ||
3 | .15 | Central Florida Regional Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.15 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .16 | Central Florida Regional Hospital, Inc. By-Laws (filed as Exhibit 3.16 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .17 | Central Shared Services, LLC Articles of Organization (filed as Exhibit 3.16 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .18 | Central Shared Services, LLC Limited Liability Company Agreement (filed as Exhibit 3.18 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .19 | Central Tennessee Hospital Corporation Charter (filed as Exhibit 3.19 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .20 | Central Tennessee Hospital Corporation By-Laws (filed as Exhibit 3.20 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .21 | CHCA Bayshore, L.P. Certificate of Limited Partnership (filed as Exhibit 3.21 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .22 | CHCA Bayshore, L.P. Agreement of Limited Partnership (filed as Exhibit 3.22 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .23 | CHCA Conroe, L.P. Certificate of Limited Partnership (filed as Exhibit 3.23 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .24 | CHCA Conroe, L.P. Agreement of Limited Partnership (filed as Exhibit 3.24 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .25 | CHCA Mainland, L.P. Certificate of Limited Partnership (filed as Exhibit 3.27 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .26 | CHCA Mainland, L.P. Agreement of Limited Partnership (filed as Exhibit 3.28 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .27 | CHCA West Houston, L.P. Certificate of Limited Partnership (filed as Exhibit 3.29 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .28 | CHCA West Houston, L.P. Agreement of Limited Partnership (filed as Exhibit 3.30 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .29 | CHCA Woman’s Hospital, L.P. Certificate of Limited Partnership (filed as Exhibit 3.31 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .30 | CHCA Woman’s Hospital, L.P. Agreement of Limited Partnership (filed as Exhibit 3.32 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .31 | Chippenham & Johnston-Willis Hospitals, Inc. Articles of Incorporation (filed as Exhibit 3.33 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .32 | Chippenham & Johnston-Willis Hospitals, Inc. By-Laws (filed as Exhibit 3.34 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .33 | CMS GP, LLC Certificate of Formation (filed as Exhibit 3.35 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .34 | CMS GP, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.36 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .35* | Colorado Health Systems, Inc. Articles of Incorporation. | ||
3 | .36 | Colorado Health Systems, Inc. By-Laws (filed as Exhibit 3.38 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .37* | Columbia ASC Management, L.P. Certificate of Limited Partnership. | ||
3 | .38 | Columbia ASC Management, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.40 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .39 | Columbia Jacksonville Healthcare System, Inc. Articles of Incorporation (filed as Exhibit 3.41 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .40 | Columbia Jacksonville Healthcare System, Inc. By-Laws (filed as Exhibit 3.42 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .41 | Columbia LaGrange Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.43 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .42 | Columbia LaGrange Hospital, Inc. By-Laws (filed as Exhibit 3.44 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .43 | Columbia Medical Center of Arlington Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.45 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .44 | Columbia Medical Center of Arlington Subsidiary, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.46 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .45 | Columbia Medical Center of Denton Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.47 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .46 | Columbia Medical Center of Denton Subsidiary, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.48 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .47 | Columbia Medical Center of Las Colinas, Inc. Articles of Incorporation (filed as Exhibit 3.49 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .48 | Columbia Medical Center of Las Colinas, Inc. By-Laws (filed as Exhibit 3.50 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .49 | Columbia Medical Center of Lewisville Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.51 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .50 | Columbia Medical Center of Lewisville Subsidiary, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.52 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .51 | Columbia Medical Center of McKinney Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.53 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .52 | Columbia Medical Center of McKinney Subsidiary, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.54 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .53 | Columbia Medical Center of Plano Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.55 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .54 | Columbia Medical Center of Plano Subsidiary, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.56 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .55 | Columbia North Hills Hospital Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.57 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .56 | Columbia North Hills Hospital Subsidiary, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.58 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .57* | Columbia Ogden Medical Center, Inc. Articles of Incorporation. | ||
3 | .58 | Columbia Ogden Medical Center, Inc. By-Laws (filed as Exhibit 3.60 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .59 | Columbia Parkersburg Healthcare System, LLC Articles of Incorporation (filed as Exhibit 3.61 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .60 | Columbia Parkersburg Healthcare System, LLC, Articles of Organization of Limited Liability Company (filed as Exhibit 3.60 to the Company’s Registration Statement onForm S-1(File No. 333-159511), and incorporated herein by reference). | ||
3 | .61 | Columbia Parkersburg Healthcare System, LLC Operating Agreement (filed as Exhibit 3.62 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .62 | Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.63 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .63 | Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.64 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .64 | Columbia Polk General Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.65 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .65 | Columbia Polk General Hospital, Inc. By-Laws (filed as Exhibit 3.66 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .66 | Columbia Rio Grande Healthcare, L.P. Certificate of Limited Partnership (filed as Exhibit 3.67 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .67 | Columbia Rio Grande Healthcare, L.P. Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.68 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .68 | Columbia Riverside, Inc. Articles of Incorporation (filed as Exhibit 3.69 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .69 | Columbia Riverside, Inc. By-Laws (filed as Exhibit 3.70 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .70 | Columbia Valley Healthcare System, L.P. Certificate of Limited Partnership (filed as Exhibit 3.71 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .71 | Columbia Valley Healthcare System, L.P. Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.72 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .72 | Columbia/Alleghany Regional Hospital, Incorporated Articles of Incorporation (filed as Exhibit 3.73 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .73 | Columbia/Alleghany Regional Hospital, Incorporated By-Laws (filed as Exhibit 3.74 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .74 | Columbia/HCA John Randolph, Inc. Articles of Incorporation (filed as Exhibit 3.75 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .75 | Columbia/HCA John Randolph, Inc. By-Laws (filed as Exhibit 3.76 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .76 | Columbine Psychiatric Center, Inc. Articles of Incorporation (filed as Exhibit 3.77 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .77 | Columbine Psychiatric Center, Inc. By-Laws (filed as Exhibit 3.78 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .78 | Columbus Cardiology, Inc. Certificate of Incorporation (filed as Exhibit 3.79 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .79 | Columbus Cardiology, Inc. By-Laws (filed as Exhibit 3.80 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .80* | Conroe Hospital Corporation Articles of Incorporation. | ||
3 | .81 | Conroe Hospital Corporation By-Laws (filed as Exhibit 3.82 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .82 | Dallas/Ft. Worth Physician, LLC Certificate of Formation (filed as Exhibit 3.83 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .83 | Dallas/Ft. Worth Physician, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.84 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .84 | Dauterive Hospital Corporation Articles of Incorporation (filed as Exhibit 3.85 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .85 | Dauterive Hospital Corporation By-Laws (filed as Exhibit 3.86 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .86 | Dublin Community Hospital, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.87 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .87 | Dublin Community Hospital, LLC Articles of Organization (filed as Exhibit 3.88 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .88 | Eastern Idaho Health Services, Inc. Articles of Incorporation (filed as Exhibit 3.89 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .89 | Eastern Idaho Health Services, Inc. By-Laws (filed as Exhibit 3.90 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .90 | Edward White Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.95 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .91 | Edward White Hospital, Inc. By-Laws (filed as Exhibit 3.96 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .92 | El Paso Surgicenter, Inc. Articles of Incorporation (filed as Exhibit 3.93 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .93 | El Paso Surgicenter, Inc. By-Laws (filed as Exhibit 3.94 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .94 | Encino Hospital Corporation, Inc. Articles of Incorporation (filed as Exhibit 3.97 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .95 | Encino Hospital Corporation, Inc. By-Laws (filed as Exhibit 3.98 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .96 | EP Health, LLC Certificate of Formation (filed as Exhibit 3.99 to the Company’s Registration Statement onForm S-4/A (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .97 | EP Health, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.100 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .98* | Fairview Park GP, LLC Certificate of Formation. | ||
3 | .99 | Fairview Park GP, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.102 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .100 | Fairview Park, Limited Partnership Certificate of Limited Partnership (filed as Exhibit 3.103 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .101 | Fairview Park, Limited Partnership Agreement of Limited Partnership (filed as Exhibit 3.104 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .102 | Frankfort Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.105 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .103 | Frankfort Hospital, Inc. By-Laws (filed as Exhibit 3.106 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .104 | Galen Property, LLC Articles of Organization (filed as Exhibit 3.107 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .105 | Galen Property, LLC Operating Agreement (filed as Exhibit 3.108 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .106 | Good Samaritan Hospital, L.P. Certificate of Limited Partnership (filed as Exhibit 3.111 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .107 | Good Samaritan Hospital, L.P. Agreement of Limited Partnership (filed as Exhibit 3.112 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .108* | Goppert-Trinity Family Care, LLC Certificate of Formation. | ||
3 | .109* | Goppert-Trinity Family Care, LLC Limited Liability Company Agreement. | ||
3 | .110 | GPCH-GP, Inc. Certificate of Incorporation (filed as Exhibit 3.115 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .111 | GPCH-GP, Inc. By-Laws (filed as Exhibit 3.116 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .112 | Grand Strand Regional Medical Center, LLC Certificate of Formation (filed as Exhibit 3.117 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .113 | Grand Strand Regional Medical Center, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.118 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). |
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3 | .114 | Green Oaks Hospital Subsidiary, L.P. Certificate of Limited Partnership (filed as Exhibit 3.119 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .115 | Green Oaks Hospital Subsidiary, L.P. Agreement of Limited Partnership (filed as Exhibit 3.120 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .116 | Greenview Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.121 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .117 | Greenview Hospital, Inc. By-Laws (filed as Exhibit 3.122 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .118 | HCA — IT&S Field Operations, Inc. Articles of Incorporation (filed as Exhibit 3.124 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .119 | HCA — IT&S Field Operations, Inc. By-Laws (filed as Exhibit 3.125 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .120 | HCA — IT&S Inventory Management, Inc. Certificate of Incorporation (filed as Exhibit 3.126 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .121 | HCA — IT&S Inventory Management, Inc. By-Laws (filed as Exhibit 3.127 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .122 | HCA Central Group, Inc. Charter (filed as Exhibit 3.125 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .123 | HCA Central Group, Inc. By-Laws (filed as Exhibit 3.126 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .124 | HCA Health Services of Florida, Inc. Articles of Incorporation (filed as Exhibit 3.127 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .125 | HCA Health Services of Florida, Inc. By-Laws (filed as Exhibit 3.128 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .126 | HCA Health Services of Louisiana, Inc. Articles of Incorporation (filed as Exhibit 3.129 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .127 | HCA Health Services of Louisiana, Inc. By-Laws (filed as Exhibit 3.130 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .128* | HCA Health Services of Oklahoma, Inc. Articles of Incorporation. | ||
3 | .129 | HCA Health Services of Oklahoma, Inc. By-Laws (filed as Exhibit 3.132 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .130 | HCA Health Services of Tennessee, Inc. Charter (filed as Exhibit 3.133 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .131 | HCA Health Services of Tennessee, Inc. By-Laws (filed as Exhibit 3.134 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .132 | HCA Health Services of Virginia, Inc. Certificate of Incorporation (filed as Exhibit 3.135 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .133 | HCA Health Services of Virginia, Inc. By-Laws (filed as Exhibit 3.136 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .134 | HCA Management Services, L.P. Certificate of Limited Partnership (filed as Exhibit 3.137 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .135 | HCA Management Services, L.P. Agreement of Limited Partnership (filed as Exhibit 3.138 to the Company’s Registration Statement onForm S-4 (File No.333-145054), and incorporated herein by reference). |
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3 | .136 | HCA Realty, Inc. Charter (filed as Exhibit 3.142 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .137 | HCA Realty, Inc. By-Laws (filed as Exhibit 3.143 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .138 | HD&S Corp. Successor, Inc. Articles of Incorporation (filed as Exhibit 3.139 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .139 | HD&S Corp. Successor, Inc. By-Laws (filed as Exhibit 3.140 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .140* | Health Midwest Office Facilities Corporation Articles of Incorporation. | ||
3 | .141 | Health Midwest Office Facilities Corporation By-Laws (filed as Exhibit 3.142 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .142* | Health Midwest Ventures Group, Inc. Articles of Incorporation. | ||
3 | .143 | Health Midwest Ventures Group, Inc. By-Laws (filed as Exhibit 3.144 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .144 | Healthtrust MOB, LLC Certificate of Formation (filed as Exhibit 3.145 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .145 | Healthtrust MOB, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.146 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .146 | Hendersonville Hospital Corporation Charter (filed as Exhibit 3.147 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .147 | Hendersonville Hospital Corporation By-Laws (filed as Exhibit 3.148 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .148 | Hospital Corporation of Tennessee Charter (filed as Exhibit 3.151 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .149 | Hospital Corporation of Tennessee By-Laws (filed as Exhibit 3.152 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .150 | Hospital Corporation of Utah Articles of Incorporation (filed as Exhibit 3.153 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .151 | Hospital Corporation of Utah By-Laws (filed as Exhibit 3.154 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .152 | Hospital Development Properties, Inc. Certificate of Incorporation (filed as Exhibit 3.155 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .153 | Hospital Development Properties, Inc. By-Laws (filed as Exhibit 3.156 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .154 | HSS Holdco, LLC Certificate of Formation (filed as Exhibit 3.157 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .155 | HSS Holdco, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.158 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .156 | HSS Systems VA, LLC Certificate of Formation (filed as Exhibit 3.159 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .157 | HSS Systems VA, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.160 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .158 | HSS Systems, LLC Certificate of Formation (filed as Exhibit 3.161 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .159 | HSS Systems, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.162 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .160 | HSS Virginia, L.P. Certificate of Limited Partnership (filed as Exhibit 3.163 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .161 | HSS Virginia, L.P. Agreement of Limited Partnership (filed as Exhibit 3.164 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .162 | HTI Memorial Hospital Corporation Articles of Incorporation (filed as Exhibit 3.165 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .163 | HTI Memorial Hospital Corporation By-Laws (filed as Exhibit 3.166 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .164 | Integrated Regional Lab, LLC Articles of Organization (filed as Exhibit 3.167 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .165 | Integrated Regional Lab, LLC Operating Agreement (filed as Exhibit 3.168 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .166 | Integrated Regional Laboratories, LLP Statement of Qualification of Limited Liability Partnership (filed as Exhibit 3.169 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .167 | Integrated Regional Laboratories, LLP Partnership Agreement (filed as Exhibit 3.170 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .168* | JFK Medical Center Limited Partnership Certificate of Limited Partnership. | ||
3 | .169 | JFK Medical Center Limited Partnership Agreement of Limited Partnership (filed as Exhibit 3.172 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .170 | KPH-Consolidation, Inc. Articles of Incorporation (filed as Exhibit 3.173 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .171 | KPH-Consolidation, Inc. By-Laws (filed as Exhibit 3.174 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .172 | Lakeland Medical Center, LLC Certificate of Formation (filed as Exhibit 3.175 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .173 | Lakeland Medical Center, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.176 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .174 | Lakeview Medical Center, LLC Certificate of Formation (filed as Exhibit 3.177 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .175 | Lakeview Medical Center, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.178 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .176 | Largo Medical Center, Inc. Articles of Incorporation (filed as Exhibit 3.179 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .177 | Largo Medical Center, Inc. By-Laws (filed as Exhibit 3.180 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .178 | Las Vegas Surgicare, Inc. Articles of Incorporation (filed as Exhibit 3.181 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .179 | Las Vegas Surgicare, Inc. By-Laws (filed as Exhibit 3.182 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .180 | Lawnwood Medical Center, Inc. Articles of Incorporation (filed as Exhibit 3.183 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .181 | Lawnwood Medical Center, Inc. By-Laws (filed as Exhibit 3.184 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .182 | Lewis-Gale Hospital, Incorporated Articles of Incorporation (filed as Exhibit 3.185 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .183 | Lewis-Gale Hospital, Incorporated By-Laws (filed as Exhibit 3.186 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .184 | Lewis-Gale Medical Center, LLC Certificate of Formation (filed as Exhibit 3.187 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .185 | Lewis-Gale Medical Center, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.188 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .186 | Lewis-Gale Physicians, LLC Articles of Organization (filed as Exhibit 3.189 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .187 | Lewis-Gale Physicians, LLC Operating Agreement (filed as Exhibit 3.190 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .188* | Los Robles Regional Medical Center Articles of Incorporation. | ||
3 | .189 | Los Robles Regional Medical Center By-Laws (filed as Exhibit 3.192 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .190 | Management Services Holdings, Inc. Certificate of Incorporation (filed as Exhibit 3.193 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .191 | Management Services Holdings, Inc. By-Laws (filed as Exhibit 3.194 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .192 | Marietta Surgical Center, Inc. Articles of Incorporation (filed as Exhibit 3.195 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .193 | Marietta Surgical Center, Inc. By-Laws (filed as Exhibit 3.196 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .194* | Marion Community Hospital, Inc. Articles of Incorporation. | ||
3 | .195 | Marion Community Hospital, Inc. By-Laws (filed as Exhibit 3.198 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .196 | MCA Investment Company Articles of Incorporation (filed as Exhibit 3.199 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .197 | MCA Investment Company By-Laws (filed as Exhibit 3.200 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .198 | Medical Centers of Oklahoma, LLC Certificate of Formation (filed as Exhibit 3.201 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .199 | Medical Centers of Oklahoma, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.202 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .200 | Medical Office Buildings of Kansas, LLC Certificate of Formation (filed as Exhibit 3.203 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .201 | Medical Office Buildings of Kansas, LLC Amended and Restated Operating Agreement (filed as Exhibit 3.204 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .202 | Memorial Healthcare Group, Inc. Articles of Incorporation (filed as Exhibit 3.205 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .203 | Memorial Healthcare Group, Inc. By-Laws (filed as Exhibit 3.206 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .204 | Midwest Division — ACH, LLC Certificate of Formation (filed as Exhibit 3.207 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .205 | Midwest Division — ACH, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.208 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). |
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3 | .206 | Midwest Division — LRHC, LLC Certificate of Formation (filed as Exhibit 3.209 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .207 | Midwest Division — LRHC, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.210 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .208 | Midwest Division — LSH, LLC Certificate of Formation (filed as Exhibit 3.211 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .209 | Midwest Division — LSH, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.212 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .210 | Midwest Division — MCI, LLC Certificate of Formation (filed as Exhibit 3.213 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .211 | Midwest Division — MCI, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.214 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .212 | Midwest Division — MMC, LLC Certificate of Formation (filed as Exhibit 3.215 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .213 | Midwest Division — MMC, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.216 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .214 | Midwest Division — OPRMC, LLC Certificate of Formation (filed as Exhibit 3.217 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .215 | Midwest Division — OPRMC, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.218 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .216 | Midwest Division — PFC, LLC Certificate of Formation (filed as Exhibit 3.219 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .217 | Midwest Division — PFC, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.220 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .218 | Midwest Division — RBH, LLC Articles of Organization — (filed as Exhibit 3.221 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .219 | Midwest Division — RBH, LLC Limited Liability Company Agreement (filed as Exhibit 3.222 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .220* | Midwest Division — RMC, LLC Certificate of Formation. | ||
3 | .221 | Midwest Division — RMC, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.224 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .222 | Midwest Division — RPC, LLC Certificate of Formation (filed as Exhibit 3.225 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .223 | Midwest Division — RPC, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.226 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .224 | Midwest Holdings, Inc. Certificate of Incorporation (filed as Exhibit 3.227 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .225 | Midwest Holdings, Inc. By-Laws (filed as Exhibit 3.228 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .226 | Montgomery Regional Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.229 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .227 | Montgomery Regional Hospital, Inc. By-Laws (filed as Exhibit 3.230 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .228 | Mountain View Hospital, Inc. Certificate of Incorporation (filed as Exhibit 3.231 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .229 | Mountain View Hospital, Inc. By-Laws (filed as Exhibit 3.232 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .230 | Nashville Shared Services General Partnership Amended and Restated General Partnership Agreement (filed as Exhibit 3.233 to the Company’s Registration Statement onForm S-4/A(File No. 333-145054), and incorporated herein by reference). | ||
3 | .231* | National Patient Account Services, Inc. Articles of Incorporation. | ||
3 | .232 | National Patient Account Services, Inc. By-Laws (filed as Exhibit 3.236 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .233 | New Port Richey Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.237 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .234 | New Port Richey Hospital, Inc. By-Laws (filed as Exhibit 3.238 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .235* | New Rose Holding Company, Inc. Articles of Incorporation. | ||
3 | .236 | New Rose Holding Company, Inc. By-Laws (filed as Exhibit 3.240 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .237 | North Florida Immediate Care Center, Inc. Articles of Incorporation (filed as Exhibit 3.241 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .238 | North Florida Immediate Care Center, Inc. By-Laws (filed as Exhibit 3.242 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .239 | North Florida Regional Medical Center, Inc. Articles of Incorporation (filed as Exhibit 3.243 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .240 | North Florida Regional Medical Center, Inc. By-Laws (filed as Exhibit 3.244 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .241 | Northern Utah Healthcare Corporation Articles of Incorporation (filed as Exhibit 3.245 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .242 | Northern Utah Healthcare Corporation By-Laws (filed as Exhibit 3.246 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .243 | Northern Virginia Community Hospital, LLC Articles of Organization (filed as Exhibit 3.247 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .244 | Northern Virginia Community Hospital, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.248 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .245* | Northlake Medical Center, LLC Certificate of Organization. | ||
3 | .246 | Northlake Medical Center, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.250 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .247 | Notami Hospitals of Louisiana, Inc. Articles of Incorporation (filed as Exhibit 3.251 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .248 | Notami Hospitals of Louisiana, Inc. By-Laws (filed as Exhibit 3.252 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .249 | Notami Hospitals, LLC Certificate of Formation (filed as Exhibit 3.253 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .250 | Notami Hospitals, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.254 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .251 | Okaloosa Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.255 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .252 | Okaloosa Hospital, Inc. By-Laws (filed as Exhibit 3.256 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .253 | Okeechobee Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.257 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .254 | Okeechobee Hospital, Inc. By-Laws (filed as Exhibit 3.258 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .255 | Outpatient Cardiovascular Center of Central Florida, LLC Certificate of Formation (filed as Exhibit 3.259 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .256 | Outpatient Cardiovascular Center of Central Florida, LLC Operating Agreement (filed as Exhibit 3.260 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .257* | Palms West Hospital Limited Partnership Agreement of Limited Partnership. | ||
3 | .258 | Palms West Hospital Limited Partnership Certificate of Limited Partnership (filed as Exhibit 3.262 to the Company’s Registration Statement on FormS-4 (fileNo. 333-145054), and incorporated herein by reference). | ||
3 | .259 | Palmyra Park Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.263 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .260 | Palmyra Park Hospital, Inc. By-Laws (filed as Exhibit 3.264 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .261 | Pasadena Bayshore Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.267 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .262 | Pasadena Bayshore Hospital Inc. By-Laws (filed as Exhibit 3.268 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .263 | Plantation General Hospital, L.P. Second Amended and Restated Agreement of Limited Partnership (filed as Exhibit 3.265 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .264 | Plantation General Hospital, L.P. Certificate of Limited Partnership (filed as Exhibit 3.266 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .265 | Pulaski Community Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.267 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .266 | Pulaski Community Hospital, Inc. By-Laws (filed as Exhibit 3.268 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .267 | Redmond Park Hospital, LLC Articles of Organization (filed as Exhibit 3.269 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .268 | Redmond Park Hospital, LLC Limited Liability Company Agreement (filed as Exhibit 3.270 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .269 | Redmond Physician Practice Company Articles of Incorporation (filed as Exhibit 3.271 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .270 | Redmond Physician Practice Company By-Laws (filed as Exhibit 3.272 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .271 | Reston Hospital Center, LLC Certificate of Formation (filed as Exhibit 3.273 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .272 | Reston Hospital Center, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.274 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .273 | Retreat Hospital, LLC Articles of Organization (filed as Exhibit 3.279 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .274 | Retreat Hospital, LLC Operating Agreement (filed as Exhibit 3.280 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
3 | .275 | Rio Grande Regional Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.277 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .276 | Rio Grande Regional Hospital, Inc. By-Laws (filed as Exhibit 3.278 to the Company’s Registration Statement onForm S-4/A (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .277 | Riverside Healthcare System, L.P. Certificate of Limited Partnership (filed as Exhibit 3.279 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .278 | Riverside Healthcare System, L.P. Limited Partnership Agreement (filed as Exhibit 3.280 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .279 | Riverside Hospital, Inc. Certificate of Incorporation (filed as Exhibit 3.281 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .280 | Riverside Hospital, Inc. By-Laws (filed as Exhibit 3.282 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .281 | Samaritan, LLC Certificate of Formation (filed as Exhibit 3.283 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .282 | Samaritan, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.284 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .283 | San Jose Healthcare System, LP Certificate of Limited Partnership (filed as Exhibit 3.286 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .284 | San Jose Healthcare System, LP Limited Partnership Agreement (filed as Exhibit 3.285 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .285 | San Jose Hospital, L.P. Agreement of Limited Partnership (filed as Exhibit 3.287 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .286 | San Jose Hospital, L.P. Certificate of Limited Partnership (filed as Exhibit 3.288 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .287 | San Jose Medical Center, LLC Certificate of Formation (filed as Exhibit 3.289 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .288 | San Jose Medical Center, L8C Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.290 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
3 | .289* | San Jose, LLC Certificate of Formation. | ||
3 | .290 | San Jose, LLC Third Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.292 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .291 | Sarasota Doctors Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.293 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .292 | Sarasota Doctors Hospital, Inc. By-Laws (filed as Exhibit 3.294 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .293 | SJMC, LLC Certificate of Formation (filed as Exhibit 3.295 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .294 | SJMC, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.296 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .295 | Southern Hills Medical Center, LLC Articles of Organization (filed as Exhibit 3.297 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .396 | Southern Hills Medical Center, LLC Second Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.298 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .297 | Spotsylvania Medical Center, Inc. Articles of Incorporation (filed as Exhibit 3.299 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .298 | Spotsylvania Medical Center, Inc By-Laws (filed as Exhibit 3.300 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .299 | Spring Branch Medical Center, Inc. Articles of Incorporation (filed as Exhibit 3.301 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .300 | Spring Branch Medical Center, Inc. By-Laws (filed as Exhibit 3.302 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .301 | Spring Hill Hospital, Inc. Charter (filed as Exhibit 3.303 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .302 | Spring Hill Hospital, Inc. By-Laws (filed as Exhibit 3.304 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .303 | St. Mark’s Lone Peak Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.305 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .304 | St. Mark’s Lone Peak Hospital, Inc. By-Laws (filed as Exhibit 3.306 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .305 | Sun City Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.307 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .306 | Sun City Hospital, Inc. By-Laws (filed as Exhibit 3.308 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .307 | Sunrise Mountainview Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.311 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .308 | Sunrise Mountainview Hospital, Inc. By-Laws (filed as Exhibit 3.312 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .309 | Surgicare of Brandon, Inc. Articles of Incorporation (filed as Exhibit 3.313 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .310 | Surgicare of Brandon, Inc. By-Laws (filed as Exhibit 3.314 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .311* | Surgicare of Florida, Inc. Articles of Incorporation. | ||
3 | .312 | Surgicare of Florida, Inc. By-Laws (filed as Exhibit 3.316 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .313 | Surgicare of Houston Women’s, Inc. Articles of Incorporation (filed as Exhibit 3.317 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .314 | Surgicare of Houston Women’s, Inc. By-Laws (filed as Exhibit 3.318 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .315 | Surgicare of Manatee, Inc. Articles of Incorporation (filed as Exhibit 3.319 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .316 | Surgicare of Manatee, Inc. By-Laws (filed as Exhibit 3.320 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .317 | Surgicare of New Port Richey, Inc. Articles of Incorporation (filed as Exhibit 3.321 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .318 | Surgicare of New Port Richey, Inc. By-Laws (filed as Exhibit 3.322 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .319 | Surgicare of Palms West, LLC Articles of Organization (filed as Exhibit 3.323 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .320 | Surgicare of Palms West, LLC Limited Liability Company Agreement (filed as Exhibit 3.324 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .321* | Surgicare of Riverside, LLC Articles of Organization. | ||
3 | .322 | Surgicare of Riverside, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.326 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .323 | Tallahassee Medical Center, Inc. Articles of Incorporation (filed as Exhibit 3.327 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .324 | Tallahassee Medical Center, Inc. By-Laws (filed as Exhibit 3.328 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .325 | TCMC Madison-Portland, Inc. Charter (filed as Exhibit 3.329 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .326 | TCMC Madison-Portland, Inc. By-Laws (filed as Exhibit 3.330 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .327 | Terre Haute Hospital GP, Inc. Certificate of Incorporation (filed as Exhibit 3.331 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .328 | Terre Haute Hospital GP, Inc. By-Laws (filed as Exhibit 3.332 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .329 | Terre Haute Hospital Holdings, Inc. Certificate of Incorporation (filed as Exhibit 3.333 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .330 | Terre Haute Hospital Holdings, Inc. By-Laws (filed as Exhibit 3.334 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .331 | Terre Haute MOB, L.P. Certificate of Limited Partnership (filed as Exhibit 3.335 to the Company’s Registration Statement onForm S-4/A (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .332 | Terre Haute MOB, L.P. Agreement of Limited Partnership (filed as Exhibit 3.336 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .333* | Terre Haute Regional Hospital, L.P. Certificate of Limited Partnership. | ||
3 | .334 | Terre Haute Regional Hospital, L.P. Limited Partnership Agreement (filed as Exhibit 3.338 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .335* | The Regional Health System of Acadiana, LLC Certificate of Merger. | ||
3 | .336* | The Regional Health System of Acadiana, LLC Operating Agreement. | ||
3 | .337 | Timpanogos Regional Medical Services, Inc. Articles of Incorporation (filed as Exhibit 3.339 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .338 | Timpanogos Regional Medical Services, Inc. By-Laws (filed as Exhibit 3.340 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .339 | Trident Medical Center, LLC Certificate of Formation (filed as Exhibit 3.341 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .340 | Trident Medical Center, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.342 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .341 | Utah Medco, LLC Certificate of Formation (filed as Exhibit 3.343 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .342 | Utah Medco, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.344 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .343 | VH Holdco, Inc. Articles of Incorporation (filed as Exhibit 3.345 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .344 | VH Holdco, Inc. By-Laws (filed as Exhibit 3.346 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .345 | VH Holdings, Inc. Articles of Incorporation (filed as Exhibit 3.347 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .346 | VH Holdings, Inc. By-Laws (filed as Exhibit 3.348 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .347 | Virginia Psychiatric Company, Inc. Articles of Incorporation (filed as Exhibit 3.349 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .348 | Virginia Psychiatric Company, Inc. By-Laws (filed as Exhibit 3.350 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .349 | W & C Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.351 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .350 | W & C Hospital, Inc. By-Laws (filed as Exhibit 3.352 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .351 | Walterboro Community Hospital, Inc. Articles of Incorporation (filed as Exhibit 3.353 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .352 | Walterboro Community Hospital, Inc. By-Laws (filed as Exhibit 3.354 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .353 | Wesley Medical Center, LLC Certificate of Formation (filed as Exhibit 3.355 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .354 | Wesley Medical Center, LLC Amended and Restated Limited Liability Company Agreement (filed as Exhibit 3.356 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .355* | West Florida Regional Medical Center, Inc. Articles of Incorporation. | ||
3 | .356 | West Florida Regional Medical Center, Inc. By-Laws (filed as Exhibit 3.358 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .357 | West Valley Medical Center, Inc. Articles of Incorporation (filed as Exhibit 3.359 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .358 | West Valley Medical Center, Inc. By-Laws (filed as Exhibit 3.360 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .359 | Western Plains Capital, Inc. Articles of Incorporation (filed as Exhibit 3.361 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .360 | Western Plains Capital, Inc. By-Laws (filed as Exhibit 3.362 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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3 | .361 | WHMC, Inc. Articles of Incorporation (filed as Exhibit 3.363 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .362 | WHMC, Inc. By-Laws (filed as Exhibit 3.364 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .363 | Woman’s Hospital of Texas, Incorporated Certificate of Incorporation (filed as Exhibit 3.365 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
3 | .364 | Woman’s Hospital of Texas, Incorporated By-Laws (filed as Exhibit 3.366 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .1 | Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 3 to the Company’sForm 8-A, Amendment No. 2, filed March 11, 2004 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .2 | Indenture, dated November 17, 2006, among HCA Inc., the guarantors party thereto and The Bank of New York, as trustee (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed November 24, 2006, and incorporated herein by reference). | ||
4 | .3 | Security Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K filed November 24, 2006, and incorporated herein by reference). | ||
4 | .4 | Pledge Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 to the Company’s Current Report ofForm 8-K filed November 24, 2006, and incorporated herein by reference). | ||
4 | .5(a) | Form of 91/8% Senior Secured Notes due 2014 (included in Exhibit 4.2). | ||
4 | .5(b) | Form of 91/4% Senior Secured Notes due 2016 (included in Exhibit 4.2). | ||
4 | .5(c) | Form of 95/8%/103/8% Senior Secured Toggle Notes due 2016 (included in Exhibit 4.2). | ||
4 | .6 | Indenture, dated February 19, 2009, among HCA Inc, the guarantors party thereto, The Bank of New York Mellon, as collateral agent and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed February 25, 2009, and incorporated herein by reference). | ||
4 | .7 | Form of 97/8% Senior Secured Notes due 2017 (included in Exhibit 4.6). | ||
4 | .8(a) | $13,550,000,000 — €1,000,000,000 Credit Agreement, dated as of November 17, 2006, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8 to the Company’s Current Report onForm 8-K filed November 24, 2006, and incorporated herein by reference). | ||
4 | .8(b) | Amendment No. 1 to the Credit Agreement, dated as of February 16, 2007, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.7(b) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). |
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4 | .8(c) | Amendment No. 2 to the Credit Agreement, dated as of March 2, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as exhibit 4.8(c) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
4 | .8(d) | Amendment No. 3 to the Credit Agreement, dated as of June 18, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed June 22, 2009, and incorporated herein by reference). | ||
4 | .8(e)† | Extension Amendment No. 1 to the Credit Agreement, dated as of April 6, 2010, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent. | ||
4 | .9 | U.S. Guarantee, dated November 17, 2006, among HCA Inc., the subsidiary guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.9 to the Company’s Current Report onForm 8-K filed November 24, 2006, and incorporated herein by reference). | ||
4 | .10 | Indenture, dated as of April 22, 2009, among HCA Inc., the guarantors party thereto, Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent, and Law Debenture Trust Company of New York, as trustee (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed April 28, 2009, and incorporated herein by reference). | ||
4 | .11 | Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Grantors named therein and Bank of America, N.A., as Collateral Agent (filed as exhibit 4.10 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
4 | .12 | Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Pledgors named therein and Bank of America, N.A., as Collateral Agent (filed as exhibit 4.11 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
4 | .13 | Form of 81/2% Senior Secured Notes due 2019 (included in Exhibit 4.10). | ||
4 | .14 | Indenture, dated as of August 11, 2009, among HCA Inc., the guarantors party thereto, Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent, and Law Debenture Trust Company of New York, as trustee (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed August 17, 2009, and incorporated herein by reference). | ||
4 | .15 | Form of 77/8% Senior Secured Notes due 2020 (included in Exhibit 4.14). | ||
4 | .16 | Indenture, dated as of March 10, 2010, among HCA Inc., the guarantors party thereto, Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent, and Law Debenture Trust Company of New York, as trustee (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed March 12, 2010, and incorporated herein by reference). |
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4 | .17 | Form of 71/4% Senior Secured Notes due 2020 (included in Exhibit 4.16). | ||
4 | .18(a) | $2,000,000,000 Amended and Restated Credit Agreement, dated as of June 20, 2007, among HCA Inc., the subsidiary borrowers parties thereto, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents, and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed June 26, 2007, and incorporated herein by reference). | ||
4 | .18(b) | Amendment No. 1 to the $2,000,000,000 Amended and Restated Credit Agreement, dated as of March 2, 2009, among HCA Inc., the subsidiary borrowers parties thereto, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents, and Merrill Lynch Capital Corporation, as documentation agent (filed as exhibit 4.12(b) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
4 | .19 | Security Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary borrowers party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.13 to the Company’s Current Report onForm 8-K filed November 24, 2006, and incorporated herein by reference). | ||
4 | .20(a) | General Intercreditor Agreement, dated as of November 17, 2006, between Bank of America, N.A., as First Lien Collateral Agent, and The Bank of New York, as Junior Lien Collateral Agent (filed as Exhibit 4.13(a) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .20(b) | Additional General Intercreditor Agreement, dated as of April 22, 2009, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as 2006 Second Lien Trustee and The Bank of New York Mellon Trust Company, N.A., in its capacity as 2009 Second Lien Trustee (filed as Exhibit 4.6 to the Company’s Current Report onForm 8-K filed April 28, 2009, and incorporated herein by reference). | ||
4 | .20(c) | Additional General Intercreditor Agreement, dated as of August 11, 2009, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.6 to the Company’s Current Report onForm 8-K filed August 17, 2009, and incorporated herein by reference). | ||
4 | .20(d) | Receivables Intercreditor Agreement, dated as of November 17, 2006, among Bank of America, N.A., as ABL Collateral Agent, Bank of America, N.A., as CF Collateral Agent and The Bank of New York, as Bonds Collateral Agent (filed as Exhibit 4.13(b) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .20(e) | Additional Receivables Intercreditor Agreement, dated as of April 22, 2009, by and between Bank of America, N.A. as ABL Collateral Agent, and Bank of America, N.A. as New First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report onForm 8-K filed April 28, 2009, and incorporated herein by reference). | ||
4 | .20(f) | Additional Receivables Intercreditor Agreement, dated as of August 11, 2009, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report onForm 8-K filed August 17, 2009, and incorporated herein by reference). |
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4 | .20(g) | First Lien Intercreditor Agreement, dated as of April 22, 2009, among Bank of America, N.A. as Collateral Agent, Bank of America, N.A. as Authorized Representative under the Credit Agreement and Law Debenture Trust Company of New York as the Initial Additional Authorized Representative (filed as Exhibit 4.5 to the Company’s Current Report onForm 8-K filed April 28, 2009, and incorporated herein by reference). | ||
4 | .21 | Registration Rights Agreement, dated as of November 17, 2006, among HCA Inc., Hercules Holding II, LLC and certain other parties thereto (filed as Exhibit 4.4 to the Company’s Current Report onForm 8-K filed November 24, 2006, and incorporated herein by reference). | ||
4 | .22 | Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit 4.14 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .23 | Assignment and Assumption Agreement, dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Company relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.15 to the Company’s Registration Statement onForm S-4(File No. 333-145054), and incorporated herein by reference). | ||
4 | .24(a) | Indenture, dated as of December 16, 1993 between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.16(a) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .24(b) | First Supplemental Indenture, dated as of May 25, 2000 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(b) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .24(c) | Second Supplemental Indenture, dated as of July 1, 2001 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(c) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .24(d) | Third Supplemental Indenture, dated as of December 5, 2001 between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.16(d) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .24(e) | Fourth Supplemental Indenture, dated as of November 14, 2006, between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed November 16, 2006, and incorporated herein by reference). | ||
4 | .25 | Form of 7.5% Debentures due 2023 (filed as Exhibit 4.17 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .26 | Form of 8.36% Debenture due 2024 (filed as Exhibit 4.18 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .27 | Form of Fixed Rate Global Medium-Term Note (filed as Exhibit 4.19 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .28 | Form of Floating Rate Global Medium-Term Note (filed as Exhibit 4.20 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .29 | Form of 7.69% Note due 2025 (filed as Exhibit 4.10 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2004 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .30 | Form of 7.19% Debenture due 2015 (filed as Exhibit 4.22 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .31 | Form of 7.50% Debenture due 2095 (filed as Exhibit 4.23 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .32 | Form of 7.05% Debenture due 2027 (filed as Exhibit 4.24 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .33(a) | 8.750% Note in the principal amount of $400,000,000 due 2010 (filed as Exhibit 4.26(a) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). |
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4 | .33(b) | 8.750% Note in the principal amount of $350,000,000 due 2010 (filed as Exhibit 4.26(b) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .34 | 8.75% Note due 2010 in the principal amount of £150,000,000 (filed as Exhibit 4.27 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .35(a) | 77/8% Note in the principal amount of $100,000,000 due 2011 (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed January 31, 2001 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .35(b) | 77/8% Note in the principal amount of $400,000,000 due 2011 (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K filed January 31, 2001 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .36(a) | 6.95% Note due 2012 in the principal amount of $400,000,000 (filed as Exhibit 4.29(a) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .36(b) | 6.95% Note due 2012 in the principal amount of $100,000,000 (filed as Exhibit 4.29(b) to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054), and incorporated herein by reference). | ||
4 | .37(a) | 6.30% Note due 2012 in the principal amount of $400,000,000 (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K dated September 18, 2002 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .37(b) | 6.30% Note due 2012 in the principal amount of $100,000,000 (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K dated September 18, 2002 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .38(a) | 6.25% Note due 2013 in the principal amount of $400,000,000 (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K dated February 5, 2003 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .38(b) | 63/4% Note due 2013 in the principal amount of $100,000,000 (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K dated February 5, 2003 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .39(a) | 63/4% Note due 2013 in the principal amount of $400,000,000 (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K dated July 23, 2003 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .39(b) | 63/4% Note due 2013 in the principal amount of $100,000,000 (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K dated July 23, 2003 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .40 | 7.50% Note due 2033 in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K dated November 6, 2003 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .41 | 5.75% Note due 2014 in the principal amount of $500,000,000 (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K dated March 8, 2004 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .42(a) | 6.375% Note due 2015 in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K dated November 16, 2004 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .42(b) | 6.375% Note due 2015 in the principal amount of $250,000,000 (filed as Exhibit 4.3 to the Company’s Current Report onForm 8-K dated November 16, 2004 (FileNo. 001-11239), and incorporated herein by reference). | ||
4 | .43(a) | 6.500% Note due 2016 in the principal amount of $500,000,000 (filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed on February 8, 2006, and incorporated herein by reference). |
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4 | .43(b) | 6.500% Note due 2016 in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company’s Current Report onForm 8-K filed on February 8, 2006, and incorporated herein by reference). | ||
5 | .1* | Opinion of Simpson Thacher & Bartlett LLP. | ||
10 | .1(a) | Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 1998 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .1(b) | First Amendment to Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1999 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .2 | HCA-Hospital Corporation of America Nonqualified Initial Option Plan (filed as Exhibit 4.6 to the Company’s Registration Statement onForm S-3 (FileNo. 33-52379), and incorporated herein by reference). | ||
10 | .3 | Form of Indemnity Agreement with certain officers and directors (filed as Exhibit 10.3 to the Company’s Registration Statement onForm S-4 (FileNo. 333-145054) and incorporated herein by reference). | ||
10 | .4 | Form of Galen Health Care, Inc. 1993 Adjustment Plan (filed as Exhibit 4.15 to the Company’s Registration Statement onForm S-8 (FileNo. 33-50147) and incorporated herein by reference). | ||
10 | .5 | Form of HCA-Hospital Corporation of America 1992 Stock Compensation Plan (filed as Exhibit 4.2 to the Company’s Registration Statement onForm S-8 (FileNo. 33-52253), and incorporated herein by reference). | ||
10 | .6 | Columbia/HCA Healthcare Corporation 2000 Equity Incentive Plan (filed as Exhibit A to the Company’s Proxy Statement for the Annual Meeting of Stockholders on May 25, 2000, and incorporated herein by reference), and incorporated herein by reference). | ||
10 | .7 | Form of Non-Qualified Stock Option Award Agreement (Officers) (filed as Exhibit 99.2 to the Company’s Current Report onForm 8-K dated February 2, 2005 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .8 | HCA 2005 Equity Incentive Plan (filed as Exhibit B to the Company’s Proxy Statement for the Annual Meeting of Shareholders on May 26, 2005, and incorporated herein by reference). | ||
10 | .9 | Form of 2005 Non-Qualified Stock Option Agreement (Officers) (filed as Exhibit 99.2 to the Company’s Current Report onForm 8-K dated October 6, 2005, and incorporated herein by reference). | ||
10 | .10 | Form of 2006 Non-Qualified Stock Option Award Agreement (Officers) (filed as Exhibit 10.2 to the Company’s Current Report onForm 8-K dated February 1, 2006, and incorporated herein by reference). | ||
10 | .11 | 2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates (filed as Exhibit 10.11 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .12 | Management Stockholder’s Agreement dated November 17, 2006 (filed as Exhibit 10.12 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .13 | Sale Participation Agreement dated November 17, 2006 (filed as Exhibit 10.13 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .14 | Form of Option Rollover Agreement (filed as Exhibit 10.14 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .15 | Form of Stock Option Agreement (2007) (filed as Exhibit 10.15 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .16 | Form of Stock Option Agreement (2008) (filed as Exhibit 10.16 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference). | ||
10 | .17 | Form of Stock Option Agreement (2009) (filed as Exhibit 10.17 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). |
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10 | .18 | Form of Stock Option Agreement (2010) (filed as Exhibit 10.20 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference). | ||
10 | .19 | Form of 2x Time Stock Option Agreement (filed as Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the quarterly period ended September 30, 2009, and incorporated herein by reference). | ||
10 | .20 | Exchange and Purchase Agreement (filed as Exhibit 10.16 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .21 | Civil and Administrative Settlement Agreement, dated December 14, 2000 between the Company, the United States Department of Justice and others (filed as Exhibit 99.2 to the Company’s Current Report onForm 8-K dated December 20, 2000 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .22 | Plea Agreement, dated December 14, 2000 between the Company, Columbia Homecare Group, Inc., Columbia Management Companies, Inc. and the United States Department of Justice (filed as Exhibit 99.3 to the Company’s Current Report onForm 8-K dated December 20, 2000 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .23 | Corporate Integrity Agreement, dated December 14, 2000 between the Company and the Office of Inspector General of the United States Department of Health and Human Services (filed as Exhibit 99.4 to the Company’s Current Report onForm 8-K dated December 20, 2000 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .24 | Management Agreement, dated November 17, 2006, among HCA Inc., Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P., Dr. Thomas F. Frist Jr., Patricia F. Elcan, William R. Frist and Thomas F. Frist, III, and Merrill Lynch Global Partners, Inc. (filed as Exhibit 10.20 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .25 | Retirement Agreement between the Company and Thomas F. Frist, Jr., M.D. dated as of January 1, 2002 (filed as Exhibit 10.30 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2001 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .26 | Amended and Restated HCA Supplemental Executive Retirement Plan, effective January 1, 2007, except as provided therein (filed as Exhibit 10.24 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
10 | .27(a) | Amended and Restated HCA Restoration Plan, effective January 1, 2008 (filed as Exhibit 10.25 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
10 | .27(b) | First Amendment to the January 1, 2008 Restatement of the HCA Restoration Plan, dated December 17, 2008 (filed as Exhibit 10.28(b) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference). | ||
10 | .27(c) | Second Amendment to the January 1, 2008 Restatement of the HCA Restoration Plan, dated December 23, 2009 (filed as Exhibit 10.28(c) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference). | ||
10 | .28 | HCA Inc. 2007 Senior Officer Performance Excellence Program (filed as Exhibit 10.26 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .29(a) | HCA Inc.2008-2009 Senior Officer Performance Excellence Program (filed as Exhibit 10.27 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference). | ||
10 | .29(b) | HCA Inc. Amendment No. 1 to the2008-2009 Senior Officer Performance Excellence Program (filed as Exhibit 10.28(b) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
10 | .30(a) | Employment Agreement dated November 16, 2006 (Richard M. Bracken) (filed as Exhibit 10.27(b) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). |
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10 | .30(b) | Employment Agreement dated November 16, 2006 (R. Milton Johnson) (filed as Exhibit 10.27(c) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .30(c) | Employment Agreement dated November 16, 2006 (Samuel N. Hazen) (filed as Exhibit 10.27(d) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .30(d) | Employment Agreement dated November 16, 2006 (William P. Rutledge) (filed as Exhibit 10.27(e) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). | ||
10 | .30(e) | Employment Agreement dated November 16, 2006 (Beverly B. Wallace) (filed as Exhibit 10.28(e) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference). | ||
10 | .30(f) | Amended and Restated Employment Agreement dated October 27, 2008 (Jack O. Bovender, Jr.) (filed as Exhibit 10.29(f) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
10 | .30(g) | Amendment to Employment Agreement effective January 1, 2009 (Richard M. Bracken) (filed as Exhibit 10.29(g) to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). | ||
10 | .31 | Administrative Settlement Agreement dated June 25, 2003 by and between the United States Department of Health and Human Services, acting through the Centers for Medicare and Medicaid Services, and the Company (filed as Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2003 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .32 | Civil Settlement Agreement by and among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services, the TRICARE Management Activity (filed as Exhibit 10.2 to the Company’s Quarterly Report ofForm 10-Q for the quarter ended June 30, 2003 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .33 | Form of Amended and Restated Limited Liability Company Agreement of Hercules Holding II, LLC dated as of November 17, 2006, among Hercules Holding II, LLC and certain other parties thereto (filed as Exhibit 10.3 to the Company’s Registration Statement onForm 8-A, filed April 29, 2008 (FileNo. 000-18406) and incorporated herein by reference). | ||
10 | .34 | Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, between HCA Inc. and certain other parties thereto (filed as Exhibit 10.35 to the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009 (FileNo. 001-11239), and incorporated herein by reference). | ||
10 | .35 | HCA Inc. 2010 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K dated April 6, 2010, and incorporated herein by reference). | ||
10 | .36 | Form of Restricted Share Unit Agreement (Officers) (filed as Exhibit 10.2 to the Company’s Current Report onForm 8-K dated April 6, 2010, and incorporated herein by reference). | ||
12 | .1* | Statement Regarding Computation of Ratio of Earnings to Fixed Charges. | ||
21 | .1* | List of Subsidiaries. | ||
23 | .1 | Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto). | ||
23 | .2* | Consent of Ernst & Young LLP. | ||
24 | .1 | Powers of Attorney (included in signature pages of this prospectus). |
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25 | .1 | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. as trustee under the Indenture, dated as of February 19, 2009, among HCA Inc., the guarantors party thereto, The Bank of New York Mellon, as collateral agent and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 25.3 to the Company’s Registration Statement onForm S-1 (FileNo. 333-159511), and incorporated herein by reference). | ||
25 | .2* | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Law Debenture Trust Company of New York, as trustee under the Indentures, dated as of April 22, 2009, August 11, 2009 and March 10, 2010, among HCA Inc., the guarantors party thereto, Deutsche Bank Trust Company Americas as paying agent, registrar and transfer agent and Law Debenture Trust Company of New York, as Trustee. | ||
99 | .1* | Form of Letter of Transmittal. | ||
99 | .2* | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | ||
99 | .3* | Form of Letter to Clients. | ||
99 | .4* | Form of Notice of Guaranteed Delivery. |
* | Filed herewith. | |
† | To be filed by amendment. |
Item 22. | Undertakings. |
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By: | /s/ R. Milton Johnson |
Title: | Executive Vice President and Chief |
Signature | Title | Date | ||||
/s/ Richard M. Bracken Richard M. Bracken | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ Christopher J. Birosak Christopher J. Birosak | Director | April 7, 2010 | ||||
/s/ John P. Connaughton John P. Connaughton | Director | April 7, 2010 | ||||
/s/ James D. Forbes James D. Forbes | Director | April 7, 2010 | ||||
/s/ Kenneth W. Freeman Kenneth W. Freeman | Director | April 7, 2010 | ||||
/s/ Thomas F. Frist III Thomas F. Frist III | Director | April 7, 2010 | ||||
/s/ William R. Frist William R. Frist | Director | April 7, 2010 | ||||
/s/ Christopher R. Gordon Christopher R. Gordon | Director | April 7, 2010 | ||||
/s/ Michael W. Michelson Michael W. Michelson | Director | April 7, 2010 | ||||
/s/ James C. Momtazee James C. Momtazee | Director | April 7, 2010 | ||||
/s/ Stephen G. Pagliuca Stephen G. Pagliuca | Director | April 7, 2010 | ||||
/s/ Nathan C. Thorne Nathan C. Thorne | Director | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | President and Director (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | President and Director (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ William B. Rutherford William B. Rutherford | Senior Vice President and Director | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President and Assistant Secretary | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager |
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | President and Manager (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager |
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | President and Manager (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ William B. Rutherford William B. Rutherford | Senior Vice President and Manager | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President and Assistant Secretary | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager |
Signature | Title | Date | ||||
/s/ Beverly B. Wallace Beverly B. Wallace | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ Charles J. Hall Charles J. Hall | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager |
Signature | Title | Date | ||||
/s/ Charles J. Hall Charles J. Hall | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ Gregary W. Beasley Gregary W. Beasley | President and Director (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Director | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President and Assistant Secretary | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager |
Signature | Title | Date | ||||
/s/ Gregary W. Beasley Gregary W. Beasley | President and Manager (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Manager | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President and Assistant Secretary | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ Noel B. Williams Noel B. Williams | President and Chief Information Officer (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ Paul Rutledge Paul Rutledge | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director | April 7, 2010 |
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Table of Contents
Schedule XII of Subsidiary Registrants)
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager |
Signature | Title | Date | ||||
/s/ Paul Rutledge Paul Rutledge | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager | April 7, 2010 |
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Table of Contents
Schedule XIII of Subsidiary Registrants)
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director | April 7, 2010 |
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Table of Contents
Schedule XIV of Subsidiary Registrants)
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager | April 7, 2010 |
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Table of Contents
Schedule XV of Subsidiary Registrants)
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the general partner Columbia North Texas Subsidiary GP, LLC |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner Columbia North Texas Subsidiary GP, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner Columbia North Texas Subsidiary GP, LLC | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner Columbia North Texas Subsidiary GP, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner Columbia North Texas Subsidiary GP, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager of the general partner Columbia North Texas Subsidiary GP, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of the general partner, Pasadena Bayshore Hospital, Inc. |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Pasadena Bayshore Hospital, Inc. | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Pasadena Bayshore Hospital, Inc. | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Pasadena Bayshore Hospital, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Pasadena Bayshore Hospital, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Pasadena Bayshore Hospital, Inc. | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of the general partner, Conroe Hospital Corporation |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Conroe Hospital Corporation | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Conroe Hospital Corporation | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Conroe Hospital Corporation | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Conroe Hospital Corporation | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Conroe Hospital Corporation | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of the general partner, Danforth Hospital, Inc. |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Danforth Hospital, Inc. | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Danforth Hospital, Inc. | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Danforth Hospital, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Danforth Hospital, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Danforth Hospital, Inc. | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of general partner, WHMC, Inc. |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, WHMC, Inc. | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, WHMC, Inc. | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, WHMC, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, WHMC, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, WHMC, Inc. | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President of general partner, Woman’s Hospital of Texas, Incorporated |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Woman’s Hospital of Texas, Incorporated | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Woman’s Hospital of Texas, Incorporated | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Woman’s Hospital of Texas, Incorporated | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Woman’s Hospital of Texas, Incorporated | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Woman’s Hospital of Texas, Incorporated | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | President and Manager |
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | President and Manager (Principal Executive Officer and Principal Accounting Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Manager | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of general partner, Medical Care America, LLC |
Signature | Title | Date | ||||
/s/ Gregary W. Beasley Gregary W. Beasley | President and Manager (Principal Executive Officer) of the general partner, Medical Care America, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Medical Care America, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Medical Care America, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Manager of the general partner, Medical Care America, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President and Assistant Secretary of the general partner, Medical Care America, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of the general partner, Rio Grande Regional Hospital, Inc. |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Rio Grande Regional Hospital, Inc. | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Rio Grande Regional Hospital, Inc. | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Rio Grande Regional Hospital, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Rio Grande Regional Hospital, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Rio Grande Regional Hospital, Inc. | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of the general partner, Brownsville-Valley Regional Medical Center, Inc. |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Brownsville-Valley Regional Medical Center, Inc. | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Brownsville-Valley Regional Medical Center, Inc. | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Brownsville-Valley Regional Medical Center, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Brownsville-Valley Regional Medical Center, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Brownsville-Valley Regional Medical Center, Inc. | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of general partner, Fairview Park GP, LLC |
Signature | Title | Date | ||||
/s/ Charles J. Hall Charles J. Hall | President (Principal Executive Officer) of the general partner, Fairview Park GP, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Fairview Park GP, LLC | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Fairview Park GP, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Fairview Park GP, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager of the general partner, Fairview Park GP, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of general partner, Samaritan, LLC |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Samaritan, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Samaritan, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Samaritan, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Samaritan, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager of the general partner, Samaritan, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | President and Manager of general partner, CMS GP, LLC |
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | President and Manager (Principal Executive Officer and Principal Accounting Officer) of the general partner, CMS GP, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, CMS GP, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Manager of general partner, CMS GP, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, CMS GP, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of managing member, Healthtrust, Inc. — The Hospital Company |
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | President and Director (Principal Executive Officer) of the managing member, Healthtrust, Inc. — The Hospital Company | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Senior Vice President, Treasurer and Director (Principal Financial Officer) of the managing member, Healthtrust, Inc. — The Hospital Company | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the managing member, Healthtrust, Inc. — The Hospital Company | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the managing member, Healthtrust, Inc. — The Hospital Company | April 7, 2010 | ||||
/s/ William B. Rutherford William B. Rutherford | Vice President and Director of the managing member, Healthtrust, Inc. — The Hospital Company | April 7, 2010 | ||||
/s/ Donald W. Stinnett Donald W. Stinnett | Vice President and Director of the managing member, Healthtrust, Inc. — The Hospital Company | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the general partner, HSS Holdco, LLC |
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | President and Manager (Principal Executive Officer) of the general partner, HSS Holdco, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, HSS Holdco, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, HSS Holdco, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, HSS Holdco, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the managing partner, Integrated Regional Lab, LLC |
.Signature | Title | Date | ||||
/s/ Charles J. Hall Charles J. Hall | President (Principal Executive Officer) of the managing partner, Integrated Regional Lab, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the managing partner, Integrated Regional Lab, LLC | April 7, 2010 |
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Table of Contents
.Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the managing partner, Integrated Regional Lab, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the managing partner, Integrated Regional Lab, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager of the managing partner, Integrated Regional Lab, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the general partner, Columbia Palm Beach GP, LLC |
. | ||||||
Signature | Title | Date | ||||
/s/ Charles J. Hall Charles J. Hall | President (Principal Executive Officer) of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 |
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Table of Contents
. | ||||||
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Manager of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ Gregary W. Beasley Gregary W. Beasley | President (Principal Executive Officer) | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Director | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | April 7, 2010 |
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Table of Contents
By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the managing partner, HSS Systems, LLC |
Signature | Title | Date | ||||
/s/ Beverly B. Wallace Beverly B. Wallace | President (Principal Executive Officer) of the managing partner, HSS Systems, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the managing partner, HSS Systems, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the managing partner, HSS Systems, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the managing partner, HSS Systems, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager of the managing partner, HSS Systems, LLC | April 7, 2010 |
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By: | /s/ Eric Ward |
Title: | President and Treasurer |
Signature | Title | Date | ||||
/s/ Eric Ward Eric Ward | President and Treasurer and Director (Principal Executive Officer and Principal Financial Officer) | April 7, 2010 | ||||
/s/ Curtis Warfield Curtis Warfield | Vice President, Secretary and Director | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the general partner, Columbia Palm Beach GP, LLC |
Signature | Title | Date | ||||
/s/ Charles J. Hall Charles J. Hall | President (Principal Executive Officer) of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Senior Vice President and Manager of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Columbia Palm Beach GP, LLC | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of the general partner, HD&S Corp. Successor, Inc. |
Signature | Title | Date | ||||
/s/ Charles J. Hall Charles J. Hall | President (Principal Executive Officer) of the general partner, HD&S Corp. Successor, Inc. | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, HD&S Corp. Successor, Inc. | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, HD&S Corp. Successor, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, HD&S Corp. Successor, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, HD&S Corp. Successor, Inc. | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Director of the general partner, Columbia Riverside, Inc. |
. | ||||||
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, Columbia Riverside, Inc. | April 7, 2010 |
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. | ||||||
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Columbia Riverside, Inc. | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Columbia Riverside, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Columbia Riverside, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Columbia Riverside, Inc. | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the general partner, San Jose, LLC |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, San Jose, LLC | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, San Jose, LLC | April 7, 2010 |
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Table of Contents
Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, San Jose, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, San Jose, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager of the general partner, San Jose, LLC | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the general partner, San Jose Medical Center, LLC |
Signature | Title | Date | ||||
/s/ Samuel N. Hazen Samuel N. Hazen | President (Principal Executive Officer) of the general partner, San Jose Medical Center, LLC | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, San Jose Medical Center, LLC | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, San Jose Medical Center, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, San Jose Medical Center, LLC | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Manager of the general partner, San Jose Medical Center, LLC | April 7, 2010 |
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By: | /s/ R. Milton Johnson |
Title: | Senior Vice President and Manager of the managing general partner, HSS Holdco, LLC |
Signature | Title | Date | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | President and Manager (Principal Executive Officer) of the managing general partner, HSS Holdco, LLC | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the managing general partner, HSS Holdco, LLC | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Manager (Principal Accounting Officer) of the managing general partner, HSS Holdco, LLC | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager of the managing general partner, HSS Holdco, LLC | April 7, 2010 |
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By: | /s/ R. Milton Johnson Name: R. Milton Johnson Title: Senior Vice President and Director of the general partner, Terre Haute Hospital GP, Inc. |
Signature | Title | Date | ||||
/s/ Paul Rutledge Paul Rutledge | President (Principal Executive Officer) of the general partner, Terre Haute Hospital GP, Inc. | April 7, 2010 | ||||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Terre Haute Hospital GP, Inc. | April 7, 2010 |
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Signature | Title | Date | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Terre Haute Hospital GP, Inc. | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Terre Haute Hospital GP, Inc. | April 7, 2010 | ||||
/s/ A. Bruce Moore, Jr. A. Bruce Moore, Jr. | Vice President and Director of the general partner, Terre Haute Hospital GP, Inc. | April 7, 2010 |
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By: | /s/ R. Milton Johnson Name: R. Milton Johnson |
Title: | Senior Vice President and Director |
Signature | Title | Date | ||||
/s/ David G. Anderson David G. Anderson | President, Treasurer and Director (Principal Executive Officer and Principal Financial Officer) | April 7, 2010 | ||||
/s/ R. Milton Johnson R. Milton Johnson | Senior Vice President and Director (Principal Accounting Officer) | April 7, 2010 | ||||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | April 7, 2010 |
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