Supplemental Condensed Consolidating Financial Information and Other Collateral-Related Information | 12 Months Ended |
Dec. 31, 2013 |
Text Block [Abstract] | ' |
Supplemental Condensed Consolidating Financial Information and Other Collateral-Related Information | ' |
NOTE 17 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION AND OTHER COLLATERAL-RELATED INFORMATION |
On November 22, 2010, HCA Inc. reorganized by creating a new holding company structure. HCA Holdings, Inc. became the parent company, and HCA Inc. became HCA Holdings, Inc.’s 100% owned direct subsidiary. On November 23, 2010, HCA Holdings, Inc. issued $1.525 billion aggregate principal amount of 7 3/4% senior unsecured notes due 2021. On December 6, 2012, HCA Holdings, Inc. issued $1.000 billion aggregate principal amount of 6.25% senior unsecured notes due 2021. These notes are senior unsecured obligations and are not guaranteed by any of our subsidiaries. |
The senior secured credit facilities and senior secured notes described in Note 9 are jointly and severally, and fully and unconditionally guaranteed by substantially all existing and future, direct and indirect, 100% owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our ABL credit facility). |
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Our condensed consolidating balance sheets at December 31, 2013 and 2012 and condensed consolidating statements of comprehensive income and cash flows for each of the three years in the period ended December 31, 2013, segregating HCA Holdings, Inc. issuer, HCA Inc. issuer, the subsidiary guarantors, the subsidiary non-guarantors and eliminations, follow. |
HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT |
FOR THE YEAR ENDED DECEMBER 31, 2013 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
Revenues before provision for doubtful accounts | | $ | — | | | $ | — | | | $ | 20,042 | | | $ | 17,998 | | | $ | — | | | $ | 38,040 | |
Provision for doubtful accounts | | | — | | | | — | | | | 2,262 | | | | 1,596 | | | | — | | | | 3,858 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | — | | | | — | | | | 17,780 | | | | 16,402 | | | | — | | | | 34,182 | |
| | | | | | |
Salaries and benefits | | | — | | | | — | | | | 8,387 | | | | 7,259 | | | | — | | | | 15,646 | |
Supplies | | | — | | | | — | | | | 3,158 | | | | 2,812 | | | | — | | | | 5,970 | |
Other operating expenses | | | 8 | | | | (2 | ) | | | 2,998 | | | | 3,233 | | | | — | | | | 6,237 | |
Electronic health record incentive income | | | — | | | | — | | | | (142 | ) | | | (74 | ) | | | — | | | | (216 | ) |
Equity in earnings of affiliates | | | (1,875 | ) | | | — | | | | (2 | ) | | | (27 | ) | | | 1,875 | | | | (29 | ) |
Depreciation and amortization | | | — | | | | — | | | | 855 | | | | 898 | | | | — | | | | 1,753 | |
Interest expense | | | 184 | | | | 2,253 | | | | (523 | ) | | | (66 | ) | | | — | | | | 1,848 | |
Losses (gains) on sales of facilities | | | — | | | | — | | | | 20 | | | | (10 | ) | | | — | | | | 10 | |
Loss on retirement of debt | | | — | | | | 17 | | | | — | | | | — | | | | — | | | | 17 | |
Management fees | | | — | | | | — | | | | (632 | ) | | | 632 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (1,683 | ) | | | 2,268 | | | | 14,119 | | | | 14,657 | | | | 1,875 | | | | 31,236 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 1,683 | | | | (2,268 | ) | | | 3,661 | | | | 1,745 | | | | (1,875 | ) | | | 2,946 | |
Provision (benefit) for income taxes | | | (73 | ) | | | (860 | ) | | | 1,362 | | | | 521 | | | | — | | | | 950 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 1,756 | | | | (1,408 | ) | | | 2,299 | | | | 1,224 | | | | (1,875 | ) | | | 1,996 | |
Net income attributable to noncontrolling interests | | | — | | | | — | | | | 69 | | | | 371 | | | | — | | | | 440 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to HCA Holdings, Inc. | | $ | 1,756 | | | $ | (1,408 | ) | | $ | 2,230 | | | $ | 853 | | | $ | (1,875 | ) | | $ | 1,556 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to HCA Holdings, Inc. | | $ | 1,756 | | | $ | (1,324 | ) | | $ | 2,338 | | | $ | 861 | | | $ | (1,875 | ) | | $ | 1,756 | |
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HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT |
FOR THE YEAR ENDED DECEMBER 31, 2012 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
Revenues before provision for doubtful accounts | | $ | — | | | $ | — | | | $ | 19,415 | | | $ | 17,368 | | | $ | — | | | $ | 36,783 | |
Provision for doubtful accounts | | | — | | | | — | | | | 2,144 | | | | 1,626 | | | | — | | | | 3,770 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | — | | | | — | | | | 17,271 | | | | 15,742 | | | | — | | | | 33,013 | |
| | | | | | |
Salaries and benefits | | | — | | | | — | | | | 7,959 | | | | 7,130 | | | | — | | | | 15,089 | |
Supplies | | | — | | | | — | | | | 2,995 | | | | 2,722 | | | | — | | | | 5,717 | |
Other operating expenses | | | 3 | | | | 5 | | | | 3,013 | | | | 3,027 | | | | — | | | | 6,048 | |
Electronic health record incentive income | | | — | | | | — | | | | (219 | ) | | | (117 | ) | | | — | | | | (336 | ) |
Equity in earnings of affiliates | | | (1,668 | ) | | | — | | | | (5 | ) | | | (31 | ) | | | 1,668 | | | | (36 | ) |
Depreciation and amortization | | | — | | | | — | | | | 821 | | | | 858 | | | | — | | | | 1,679 | |
Interest expense | | | 123 | | | | 2,167 | | | | (468 | ) | | | (24 | ) | | | — | | | | 1,798 | |
Losses (gains) on sales of facilities | | | — | | | | — | | | | 3 | | | | (18 | ) | | | — | | | | (15 | ) |
Legal claim costs | | | — | | | | 175 | | | | — | | | | — | | | | — | | | | 175 | |
Management fees | | | — | | | | — | | | | (569 | ) | | | 569 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (1,542 | ) | | | 2,347 | | | | 13,530 | | | | 14,116 | | | | 1,668 | | | | 30,119 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 1,542 | | | | (2,347 | ) | | | 3,741 | | | | 1,626 | | | | (1,668 | ) | | | 2,894 | |
Provision (benefit) for income taxes | | | (46 | ) | | | (839 | ) | | | 1,313 | | | | 460 | | | | — | | | | 888 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 1,588 | | | | (1,508 | ) | | | 2,428 | | | | 1,166 | | | | (1,668 | ) | | | 2,006 | |
Net income attributable to noncontrolling interests | | | — | | | | — | | | | 62 | | | | 339 | | | | — | | | | 401 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to HCA Holdings, Inc. | | $ | 1,588 | | | $ | (1,508 | ) | | $ | 2,366 | | | $ | 827 | | | $ | (1,668 | ) | | $ | 1,605 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to HCA Holdings, Inc. | | $ | 1,588 | | | $ | (1,526 | ) | | $ | 2,339 | | | $ | 855 | | | $ | (1,668 | ) | | $ | 1,588 | |
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HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT |
FOR THE YEAR ENDED DECEMBER 31, 2011 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
Revenues before provision for doubtful accounts | | $ | — | | | $ | — | | | $ | 18,126 | | | $ | 14,380 | | | $ | — | | | $ | 32,506 | |
Provision for doubtful accounts | | | — | | | | — | | | | 1,644 | | | | 1,180 | | | | — | | | | 2,824 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | — | | | | — | | | | 16,482 | | | | 13,200 | | | | — | | | | 29,682 | |
| | | | | | |
Salaries and benefits | | | — | | | | — | | | | 7,584 | | | | 5,856 | | | | — | | | | 13,440 | |
Supplies | | | — | | | | — | | | | 2,851 | | | | 2,328 | | | | — | | | | 5,179 | |
Other operating expenses | | | — | | | | 4 | | | | 2,741 | | | | 2,725 | | | | — | | | | 5,470 | |
Electronic health record incentive income | | | — | | | | — | | | | (126 | ) | | | (84 | ) | | | — | | | | (210 | ) |
Equity in earnings of affiliates | | | (2,531 | ) | | | — | | | | (86 | ) | | | (172 | ) | | | 2,531 | | | | (258 | ) |
Depreciation and amortization | | | — | | | | — | | | | 777 | | | | 688 | | | | — | | | | 1,465 | |
Interest expense | | | 120 | | | | 2,390 | | | | (342 | ) | | | (131 | ) | | | — | | | | 2,037 | |
Gains on sales of facilities | | | — | | | | — | | | | (127 | ) | | | (15 | ) | | | — | | | | (142 | ) |
Gain on acquisition of controlling interest in equity investment | | | — | | | | — | | | | — | | | | (1,522 | ) | | | — | | | | (1,522 | ) |
Losses on retirement of debt | | | — | | | | 481 | | | | — | | | | — | | | | — | | | | 481 | |
Termination of management agreement | | | — | | | | 181 | | | | — | | | | — | | | | — | | | | 181 | |
Management fees | | | — | | | | — | | | | (491 | ) | | | 491 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (2,411 | ) | | | 3,056 | | | | 12,781 | | | | 10,164 | | | | 2,531 | | | | 26,121 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 2,411 | | | | (3,056 | ) | | | 3,701 | | | | 3,036 | | | | (2,531 | ) | | | 3,561 | |
Provision (benefit) for income taxes | | | (42 | ) | | | (1,068 | ) | | | 1,271 | | | | 558 | | | | — | | | | 719 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 2,453 | | | | (1,988 | ) | | | 2,430 | | | | 2,478 | | | | (2,531 | ) | | | 2,842 | |
Net income attributable to noncontrolling interests | | | — | | | | — | | | | 63 | | | | 314 | | | | — | | | | 377 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to HCA Holdings, Inc. | | $ | 2,453 | | | $ | (1,988 | ) | | $ | 2,367 | | | $ | 2,164 | | | $ | (2,531 | ) | | $ | 2,465 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to HCA Holdings, Inc. | | $ | 2,453 | | | $ | (1,969 | ) | | $ | 2,341 | | | $ | 2,159 | | | $ | (2,531 | ) | | $ | 2,453 | |
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HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING BALANCE SHEET |
31-Dec-13 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 112 | | | $ | 302 | | | $ | — | | | $ | 414 | |
Accounts receivable, net | | | — | | | | — | | | | 2,565 | | | | 2,643 | | | | — | | | | 5,208 | |
Inventories | | | — | | | | — | | | | 692 | | | | 487 | | | | — | | | | 1,179 | |
Deferred income taxes | | | 489 | | | | — | | | | — | | | | — | | | | — | | | | 489 | |
Other | | | — | | | | — | | | | 301 | | | | 446 | | | | — | | | | 747 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 489 | | | | — | | | | 3,670 | | | | 3,878 | | | | — | | | | 8,037 | |
| | | | | | |
Property and equipment, net | | | — | | | | — | | | | 7,504 | | | | 6,115 | | | | — | | | | 13,619 | |
Investments of insurance subsidiaries | | | — | | | | — | | | | — | | | | 448 | | | | — | | | | 448 | |
Investments in and advances to affiliates | | | 20,356 | | | | — | | | | 13 | | | | 108 | | | | (20,356 | ) | | | 121 | |
Goodwill and other intangible assets | | | — | | | | — | | | | 1,695 | | | | 4,208 | | | | — | | | | 5,903 | |
Deferred loan costs | | | 30 | | | | 207 | | | | — | | | | — | | | | — | | | | 237 | |
Other | | | 250 | | | | — | | | | 48 | | | | 168 | | | | — | | | | 466 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 21,125 | | | $ | 207 | | | $ | 12,930 | | | $ | 14,925 | | | $ | (20,356 | ) | | $ | 28,831 | |
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 1 | | | $ | — | | | $ | 1,169 | | | $ | 633 | | | $ | — | | | $ | 1,803 | |
Accrued salaries | | | — | | | | — | | | | 694 | | | | 499 | | | | — | | | | 1,193 | |
Other accrued expenses | | | 272 | | | | 353 | | | | 464 | | | | 824 | | | | — | | | | 1,913 | |
Long-term debt due within one year | | | — | | | | 702 | | | | 45 | | | | 39 | | | | — | | | | 786 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 273 | | | | 1,055 | | | | 2,372 | | | | 1,995 | | | | — | | | | 5,695 | |
| | | | | | |
Long-term debt | | | 2,525 | | | | 24,701 | | | | 181 | | | | 183 | | | | — | | | | 27,590 | |
Intercompany balances | | | 26,107 | | | | (10,513 | ) | | | (19,428 | ) | | | 3,834 | | | | — | | | | — | |
Professional liability risks | | | — | | | | — | | | | — | | | | 949 | | | | — | | | | 949 | |
Income taxes and other liabilities | | | 490 | | | | 296 | | | | 521 | | | | 218 | | | | — | | | | 1,525 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 29,395 | | | | 15,539 | | | | (16,354 | ) | | | 7,179 | | | | — | | | | 35,759 | |
| | | | | | |
Stockholders’ (deficit) equity attributable to HCA Holdings, Inc. | | | (8,270 | ) | | | (15,332 | ) | | | 29,185 | | | | 6,503 | | | | (20,356 | ) | | | (8,270 | ) |
Noncontrolling interests | | | — | | | | — | | | | 99 | | | | 1,243 | | | | — | | | | 1,342 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (8,270 | ) | | | (15,332 | ) | | | 29,284 | | | | 7,746 | | | | (20,356 | ) | | | (6,928 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 21,125 | | | $ | 207 | | | $ | 12,930 | | | $ | 14,925 | | | $ | (20,356 | ) | | $ | 28,831 | |
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HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING BALANCE SHEET |
31-Dec-12 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 22 | | | $ | — | | | $ | 383 | | | $ | 300 | | | $ | — | | | $ | 705 | |
Accounts receivable, net | | | — | | | | — | | | | 2,448 | | | | 2,224 | | | | — | | | | 4,672 | |
Inventories | | | — | | | | — | | | | 629 | | | | 457 | | | | — | | | | 1,086 | |
Deferred income taxes | | | 385 | | | | — | | | | — | | | | — | | | | — | | | | 385 | |
Other | | | 122 | | | | — | | | | 342 | | | | 451 | | | | — | | | | 915 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 529 | | | | — | | | | 3,802 | | | | 3,432 | | | | — | | | | 7,763 | |
| | | | | | |
Property and equipment, net | | | — | | | | — | | | | 7,417 | | | | 5,768 | | | | — | | | | 13,185 | |
Investments of insurance subsidiaries | | | — | | | | — | | | | — | | | | 515 | | | | — | | | | 515 | |
Investments in and advances to affiliates | | | 18,481 | | | | — | | | | 16 | | | | 88 | | | | (18,481 | ) | | | 104 | |
Goodwill and other intangible assets | | | — | | | | — | | | | 1,697 | | | | 3,842 | | | | — | | | | 5,539 | |
Deferred loan costs | | | 32 | | | | 258 | | | | — | | | | — | | | | — | | | | 290 | |
Other | | | 469 | | | | — | | | | 31 | | | | 179 | | | | — | | | | 679 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 19,511 | | | $ | 258 | | | $ | 12,963 | | | $ | 13,824 | | | $ | (18,481 | ) | | $ | 28,075 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | — | | | $ | 1,203 | | | $ | 565 | | | $ | — | | | $ | 1,768 | |
Accrued salaries | | | — | | | | — | | | | 638 | | | | 482 | | | | — | | | | 1,120 | |
Other accrued expenses | | | 30 | | | | 567 | | | | 464 | | | | 788 | | | | — | | | | 1,849 | |
Long-term debt due within one year | | | — | | | | 1,360 | | | | 39 | | | | 36 | | | | — | | | | 1,435 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 30 | | | | 1,927 | | | | 2,344 | | | | 1,871 | | | | — | | | | 6,172 | |
| | | | | | |
Long-term debt | | | 2,525 | | | | 24,304 | | | | 173 | | | | 493 | | | | — | | | | 27,495 | |
Intercompany balances | | | 26,131 | | | | (12,407 | ) | | | (17,130 | ) | | | 3,406 | | | | — | | | | — | |
Professional liability risks | | | — | | | | — | | | | — | | | | 973 | | | | — | | | | 973 | |
Income taxes and other liabilities | | | 485 | | | | 442 | | | | 629 | | | | 220 | | | | — | | | | 1,776 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 29,171 | | | | 14,266 | | | | (13,984 | ) | | | 6,963 | | | | — | | | | 36,416 | |
| | | | | | |
Stockholders’ (deficit) equity attributable to HCA Holdings, Inc. | | | (9,660 | ) | | | (14,008 | ) | | | 26,847 | | | | 5,642 | | | | (18,481 | ) | | | (9,660 | ) |
Noncontrolling interests | | | — | | | | — | | | | 100 | | | | 1,219 | | | | — | | | | 1,319 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (9,660 | ) | | | (14,008 | ) | | | 26,947 | | | | 6,861 | | | | (18,481 | ) | | | (8,341 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 19,511 | | | $ | 258 | | | $ | 12,963 | | | $ | 13,824 | | | $ | (18,481 | ) | | $ | 28,075 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED DECEMBER 31, 2013 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 1,756 | | | $ | (1,408 | ) | | $ | 2,299 | | | $ | 1,224 | | | $ | (1,875 | ) | | $ | 1,996 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Change in operating assets and liabilities | | | (11 | ) | | | 17 | | | | (2,320 | ) | | | (1,958 | ) | | | — | | | | (4,272 | ) |
Provision for doubtful accounts | | | — | | | | — | | | | 2,262 | | | | 1,596 | | | | — | | | | 3,858 | |
Depreciation and amortization | | | — | | | | — | | | | 855 | | | | 898 | | | | — | | | | 1,753 | |
Income taxes | | | 143 | | | | — | | | | — | | | | — | | | | — | | | | 143 | |
Losses (gains) on sales of facilities | | | — | | | | — | | | | 20 | | | | (10 | ) | | | — | | | | 10 | |
Loss on retirement of debt | | | — | | | | 17 | | | | — | | | | — | | | | — | | | | 17 | |
Amortization of deferred loan costs | | | 3 | | | | 52 | | | | — | | | | — | | | | — | | | | 55 | |
Share-based compensation | | | 113 | | | | — | | | | — | | | | — | | | | — | | | | 113 | |
Equity in earnings of affiliates | | | (1,875 | ) | | | — | | | | — | | | | — | | | | 1,875 | | | | — | |
Other | | | — | | | | 9 | | | | 2 | | | | (4 | ) | | | — | | | | 7 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 129 | | | | (1,313 | ) | | | 3,118 | | | | 1,746 | | | | — | | | | 3,680 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | — | | | | (921 | ) | | | (1,022 | ) | | | — | | | | (1,943 | ) |
Acquisition of hospitals and health care entities | | | — | | | | — | | | | — | | | | (481 | ) | | | — | | | | (481 | ) |
Disposal of hospitals and health care entities | | | — | | | | — | | | | 17 | | | | 16 | | | | — | | | | 33 | |
Change in investments | | | — | | | | — | | | | (16 | ) | | | 52 | | | | — | | | | 36 | |
Other | | | — | | | | — | | | | — | | | | 9 | | | | — | | | | 9 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | — | | | | (920 | ) | | | (1,426 | ) | | | — | | | | (2,346 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Net change in revolving bank credit facilities | | | — | | | | 970 | | | | — | | | | — | | | | — | | | | 970 | |
Repayment of long-term debt | | | — | | | | (1,254 | ) | | | (34 | ) | | | (374 | ) | | | — | | | | (1,662 | ) |
Distributions to noncontrolling interests | | | — | | | | — | | | | (71 | ) | | | (364 | ) | | | — | | | | (435 | ) |
Payment of debt issuance costs | | | — | | | | (5 | ) | | | — | | | | — | | | | — | | | | (5 | ) |
Repurchase of common stock | | | (500 | ) | | | — | | | | — | | | | — | | | | — | | | | (500 | ) |
Distributions to stockholders | | | (16 | ) | | | — | | | | — | | | | — | | | | — | | | | (16 | ) |
Income tax benefits | | | 113 | | | | — | | | | — | | | | — | | | | — | | | | 113 | |
Changes in intercompany balances with affiliates, net | | | 342 | | | | 1,602 | | | | (2,364 | ) | | | 420 | | | | — | | | | — | |
Other | | | (90 | ) | | | — | | | | — | | | | — | | | | — | | | | (90 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | | | (151 | ) | | | 1,313 | | | | (2,469 | ) | | | (318 | ) | | | — | | | | (1,625 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Change in cash and cash equivalents | | | (22 | ) | | | — | | | | (271 | ) | | | 2 | | | | — | | | | (291 | ) |
Cash and cash equivalents at beginning of period | | | 22 | | | | — | | | | 383 | | | | 300 | | | | — | | | | 705 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | 112 | | | $ | 302 | | | $ | — | | | $ | 414 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED DECEMBER 31, 2012 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 1,588 | | | $ | (1,508 | ) | | $ | 2,428 | | | $ | 1,166 | | | $ | (1,668 | ) | | $ | 2,006 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Change in operating assets and liabilities | | | 57 | | | | (28 | ) | | | (1,927 | ) | | | (1,765 | ) | | | — | | | | (3,663 | ) |
Provision for doubtful accounts | | | — | | | | — | | | | 2,144 | | | | 1,626 | | | | — | | | | 3,770 | |
Depreciation and amortization | | | — | | | | — | | | | 821 | | | | 858 | | | | — | | | | 1,679 | |
Income taxes | | | 96 | | | | — | | | | — | | | | — | | | | — | | | | 96 | |
Losses (gains) on sales of facilities | | | — | | | | — | | | | 3 | | | | (18 | ) | | | — | | | | (15 | ) |
Legal claim costs | | | — | | | | 175 | | | | — | | | | — | | | | — | | | | 175 | |
Amortization of deferred loan costs | | | 2 | | | | 60 | | | | — | | | | — | | | | — | | | | 62 | |
Share-based compensation | | | 56 | | | | — | | | | — | | | | — | | | | — | | | | 56 | |
Equity in earnings of affiliates | | | (1,668 | ) | | | — | | | | — | | | | — | | | | 1,668 | | | | — | |
Other | | | — | | | | 14 | | | | (1 | ) | | | (4 | ) | | | — | | | | 9 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 131 | | | | (1,287 | ) | | | 3,468 | | | | 1,863 | | | | — | | | | 4,175 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | — | | | | (1,039 | ) | | | (823 | ) | | | — | | | | (1,862 | ) |
Acquisition of hospitals and health care entities | | | — | | | | — | | | | (110 | ) | | | (148 | ) | | | — | | | | (258 | ) |
Disposal of hospitals and health care entities | | | — | | | | — | | | | 2 | | | | 28 | | | | — | | | | 30 | |
Change in investments | | | — | | | | — | | | | (11 | ) | | | 27 | | | | — | | | | 16 | |
Other | | | — | | | | — | | | | (2 | ) | | | 13 | | | | — | | | | 11 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | — | | | | (1,160 | ) | | | (903 | ) | | | — | | | | (2,063 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Issuances of long-term debt | | | 1,000 | | | | 3,850 | | | | — | | | | — | | | | — | | | | 4,850 | |
Net change in revolving bank credit facilities | | | — | | | | (685 | ) | | | — | | | | — | | | | — | | | | (685 | ) |
Repayment of long-term debt | | | — | | | | (2,309 | ) | | | (20 | ) | | | (112 | ) | | | — | | | | (2,441 | ) |
Distributions to noncontrolling interests | | | — | | | | — | | | | (60 | ) | | | (341 | ) | | | — | | | | (401 | ) |
Payment of debt issuance costs | | | (12 | ) | | | (50 | ) | | | — | | | | — | | | | — | | | | (62 | ) |
Distributions to stockholders | | | (3,148 | ) | | | — | | | | — | | | | — | | | | — | | | | (3,148 | ) |
Income tax benefits | | | 174 | | | | — | | | | — | | | | — | | | | — | | | | 174 | |
Changes in intercompany balances with affiliates, net | | | 1,938 | | | | 481 | | | | (1,960 | ) | | | (459 | ) | | | — | | | | — | |
Other | | | (61 | ) | | | — | | | | — | | | | (6 | ) | | | — | | | | (67 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | | | (109 | ) | | | 1,287 | | | | (2,040 | ) | | | (918 | ) | | | — | | | | (1,780 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Change in cash and cash equivalents | | | 22 | | | | — | | | | 268 | | | | 42 | | | | — | | | | 332 | |
Cash and cash equivalents at beginning of period | | | — | | | | — | | | | 115 | | | | 258 | | | | — | | | | 373 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 22 | | | $ | — | | | $ | 383 | | | $ | 300 | | | $ | — | | | $ | 705 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
HCA HOLDINGS, INC. |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED DECEMBER 31, 2011 |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | HCA | | | HCA Inc. | | | Subsidiary | | | Subsidiary | | | Eliminations | | | Condensed | |
Holdings, Inc. | Issuer | Guarantors | Non- | Consolidated |
Issuer | | | Guarantors | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 2,453 | | | $ | (1,988 | ) | | $ | 2,430 | | | $ | 2,478 | | | $ | (2,531 | ) | | $ | 2,842 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Change in operating assets and liabilities | | | 6 | | | | 71 | | | | (1,755 | ) | | | (1,275 | ) | | | — | | | | (2,953 | ) |
Provision for doubtful accounts | | | — | | | | — | | | | 1,644 | | | | 1,180 | | | | — | | | | 2,824 | |
Depreciation and amortization | | | — | | | | — | | | | 777 | | | | 688 | | | | — | | | | 1,465 | |
Income taxes | | | 912 | | | | — | | | | — | | | | — | | | | — | | | | 912 | |
Gains on sales of facilities | | | — | | | | — | | | | (127 | ) | | | (15 | ) | | | — | | | | (142 | ) |
Gain on acquisition of controlling interest in equity investment | | | — | | | | — | | | | — | | | | (1,522 | ) | | | — | | | | (1,522 | ) |
Losses on retirement of debt | | | — | | | | 481 | | | | — | | | | — | | | | — | | | | 481 | |
Amortization of deferred loan costs | | | — | | | | 70 | | | | — | | | | — | | | | — | | | | 70 | |
Share-based compensation | | | 26 | | | | — | | | | — | | | | — | | | | — | | | | 26 | |
Pay-in-kind interest | | | — | | | | (78 | ) | | | — | | | | — | | | | — | | | | (78 | ) |
Equity in earnings of affiliates | | | (2,531 | ) | | | — | | | | — | | | | — | | | | 2,531 | | | | — | |
Other | | | — | | | | 9 | | | | — | | | | (1 | ) | | | — | | | | 8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 866 | | | | (1,435 | ) | | | 2,969 | | | | 1,533 | | | | — | | | | 3,933 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | — | | | | (910 | ) | | | (769 | ) | | | — | | | | (1,679 | ) |
Acquisition of hospitals and health care entities | | | — | | | | — | | | | (142 | ) | | | (1,540 | ) | | | — | | | | (1,682 | ) |
Disposal of hospitals and health care entities | | | — | | | | — | | | | 200 | | | | 81 | | | | — | | | | 281 | |
Change in investments | | | — | | | | — | | | | 34 | | | | 46 | | | | — | | | | 80 | |
Other | | | — | | | | — | | | | — | | | | 5 | | | | — | | | | 5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | — | | | | (818 | ) | | | (2,177 | ) | | | — | | | | (2,995 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Issuances of long-term debt | | | — | | | | 5,500 | | | | — | | | | — | | | | — | | | | 5,500 | |
Net change in revolving bank credit facilities | | | — | | | | (449 | ) | | | — | | | | — | | | | — | | | | (449 | ) |
Repayment of long-term debt | | | — | | | | (6,577 | ) | | | (17 | ) | | | (46 | ) | | | — | | | | (6,640 | ) |
Distributions to noncontrolling interests | | | — | | | | — | | | | (77 | ) | | | (301 | ) | | | — | | | | (378 | ) |
Payment of debt issuance costs | | | — | | | | (92 | ) | | | — | | | | — | | | | — | | | | (92 | ) |
Issuance of common stock | | | 2,506 | | | | — | | | | — | | | | — | | | | — | | | | 2,506 | |
Repurchase of common stock | | | (1,503 | ) | | | — | | | | — | | | | — | | | | — | | | | (1,503 | ) |
Distributions to stockholders | | | (31 | ) | | | — | | | | — | | | | — | | | | — | | | | (31 | ) |
Income tax benefits | | | 63 | | | | — | | | | — | | | | — | | | | — | | | | 63 | |
Changes in intercompany balances with affiliates, net | | | (1,918 | ) | | | 3,053 | | | | (2,098 | ) | | | 963 | | | | — | | | | — | |
Other | | | 11 | | | | — | | | | — | | | | 37 | | | | — | | | | 48 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (872 | ) | | | 1,435 | | | | (2,192 | ) | | | 653 | | | | — | | | | (976 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Change in cash and cash equivalents | | | (6 | ) | | | — | | | | (41 | ) | | | 9 | | | | — | | | | (38 | ) |
Cash and cash equivalents at beginning of period | | | 6 | | | | — | | | | 156 | | | | 249 | | | | — | | | | 411 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | 115 | | | $ | 258 | | | $ | — | | | $ | 373 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Healthtrust, Inc. — The Hospital Company (“Healthtrust”) is the first-tier subsidiary of HCA Inc. The common stock of Healthtrust has been pledged as collateral for the senior secured credit facilities and senior secured notes described in Note 9. Rule 3-16 of Regulation S-X under the Securities Act requires the filing of separate financial statements for any affiliate of the registrant whose securities constitute a substantial portion of the collateral for any class of securities registered or being registered. We believe the separate financial statements requirement applies to Healthtrust due to the pledge of its common stock as collateral for the senior secured notes. Due to the corporate structure relationship of HCA and Healthtrust, HCA’s operating subsidiaries are also the operating subsidiaries of Healthtrust. The corporate structure relationship, combined with the application of push-down accounting in Healthtrust’s consolidated financial statements related to HCA’s debt and financial instruments, results in the consolidated financial statements of Healthtrust being substantially identical to the consolidated financial statements of HCA. The consolidated financial statements of HCA and Healthtrust present the identical amounts for revenues, expenses, net income, assets, liabilities, total stockholders’ deficit, net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities. Certain individual line items in the HCA consolidated statements of stockholders’ deficit are combined into one line item in the Healthtrust consolidated statements of stockholder’s deficit. |
Reconciliations of the HCA Holdings, Inc. Consolidated Statements of Stockholders’ Deficit presentation to the Healthtrust, Inc. — The Hospital Company Consolidated Statements of Stockholder’s Deficit presentation for the years ended December 31, 2013, 2012 and 2011 are as follows (dollars in millions): |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2013 | | | 2012 | | | 2011 | | | | | | | | | | | | | |
Presentation in HCA Holdings, Inc. Consolidated Statements of Stockholders’ Deficit: | | | | | | | | | | | | | | | | | | | | | | | | |
Share-based benefit plans | | $ | 139 | | | $ | 169 | | | $ | 35 | | | | | | | | | | | | | |
Reclassification of certain equity securities with contingent redemption rights | | | — | | | | — | | | | 141 | | | | | | | | | | | | | |
Other | | | (6 | ) | | | (17 | ) | | | 36 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Presentation in Healthtrust, Inc. — The Hospital Company Consolidated Statements of Stockholder’s Deficit: | | | | | | | | | | | | | | | | | | | | | | | | |
Distributions from HCA Holdings, Inc., net of contributions to HCA Holdings, Inc. | | $ | 133 | | | $ | 152 | | | $ | 212 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Due to the consolidated financial statements of Healthtrust being substantially identical to the consolidated financial statements of HCA, except for the items presented in the table above, the separate consolidated financial statements of Healthtrust are not presented. |
|
HCA HOLDINGS, INC. |
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION |
(UNAUDITED) |
(Dollars in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2013 | | | | | | | | | |
| | First | | | Second | | | Third | | | Fourth | | | | | | | | | |
Revenues | | $ | 8,440 | | | $ | 8,450 | | | $ | 8,456 | | | $ | 8,836 | | | | | | | | | |
Net income | | $ | 438 | (a) | | $ | 537 | (b) | | $ | 467 | (c) | | $ | 554 | (d) | | | | | | | | |
Net income attributable to HCA Holdings, Inc. | | $ | 344 | (a) | | $ | 423 | (b) | | $ | 365 | (c) | | $ | 424 | (d) | | | | | | | | |
Basic earnings per share | | $ | 0.77 | | | $ | 0.95 | | | $ | 0.82 | | | $ | 0.96 | | | | | | | | | |
Diluted earnings per share | | $ | 0.74 | | | $ | 0.91 | | | $ | 0.79 | | | $ | 0.92 | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2012 | | | | | | | | | |
| | First | | | Second | | | Third | | | Fourth | | | | | | | | | |
Revenues | | $ | 8,405 | | | $ | 8,112 | | | $ | 8,062 | | | $ | 8,434 | | | | | | | | | |
Net income | | $ | 639 | (e) | | $ | 485 | (f) | | $ | 455 | (g) | | $ | 427 | (h) | | | | | | | | |
Net income attributable to HCA Holdings, Inc. | | $ | 540 | (e) | | $ | 391 | (f) | | $ | 360 | (g) | | $ | 314 | (h) | | | | | | | | |
Basic earnings per share | | $ | 1.23 | | | $ | 0.89 | | | $ | 0.82 | | | $ | 0.71 | | | | | | | | | |
Diluted earnings per share | | $ | 1.18 | | | $ | 0.85 | | | $ | 0.78 | | | $ | 0.68 | | | | | | | | | |
|
(a) | First quarter results include $11 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $11 million of loss on retirement of debt (See NOTE 9 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |
(b) | Second quarter results include $3 million of gains on sales of facilities (See NOTE 3 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |
(c) | Third quarter results include $1 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |
(d) | Fourth quarter results include $2 million of gains on sales of facilities (See NOTE 3 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |
(e) | First quarter results include $1 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |
(f) | Second quarter results include $1 million of losses on sales of facilities (See NOTE 3 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |
(g) | Third quarter results include $5 million of gains on sales of facilities (See NOTE 3 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |
(h) | Fourth quarter results include $6 million of gains on sales of facilities (See NOTE 3 of the notes to consolidated financial statements) and $110 million of legal claim costs (See NOTE 10 of the notes to consolidated financial statements). | | | | | | | | | | | | | | | | | | | | | | | |