8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2009 (November 5, 2009)

HCA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11239	75-2497104
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

One Park Plaza, Nashville, Tennessee	37203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 7.01. Regulation FD Disclosure
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1

Item 2.02. Results of Operations and Financial Condition

     On November 5, 2009, HCA Inc. (the “Company”) issued a press release announcing, among other matters, its results of operations for the third quarter ended September 30, 2009, the text of which is set forth as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

     On November 5, 2009, the Company issued a press release announcing, among other matters, its results of operations for the third quarter ended September 30, 2009, the text of which is set forth as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibit
Number	Exhibit Title
99.1	Press Release dated November 5, 2009

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HCA INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Executive Vice President and Chief Financial Officer

Date: November 5, 2009

EXHIBIT INDEX

Exhibit
Number	Exhibit Title
99.1	Press Release dated November 5, 2009

EX-99.1

Exhibit 99.1

news

	FOR IMMEDIATE RELEASE
INVESTOR CONTACT:	MEDIA CONTACT:
Mark Kimbrough	Ed Fishbough
615-344-2688	615-344-2810

HCA Reports Increase in 2009 Third Quarter Earnings

Nashville, Tenn., November 5, 2009 – HCA Inc. today announced financial and operating results for its third quarter ended September 30, 2009.

Third Quarter Summary:

§	Revenues increased 7.6 percent to $7.533 billion from $7.002 billion in the third quarter of 2008.
§	Net income attributable to HCA Inc. totaled $196 million, compared to $86 million in the prior year’s third quarter.
§	Adjusted EBITDA totaled $1.273 billion, compared to $1.053 billion in the third quarter of 2008.
§	Provision for doubtful accounts totaled $910 million, compared to $819 million in the prior year.
§	Interest expense increased to $510 million from $497 million in the prior year’s third quarter.
§	Same facility equivalent admissions increased 4.8 percent, while same facility admissions increased 2.7 percent in the third quarter compared to the same period last year.
§	Same facility revenue per equivalent admission increased 2.8 percent. Revenue per equivalent patient day, on a same facility basis, increased 4.6 percent.
§	Total surgeries, on a same facility basis, increased 1.2 percent from the prior year’s third quarter.
§	Same facility emergency department visits increased 11.1% compared to the third quarter of 2008.

Driven by strong inpatient, outpatient and emergency department volumes, HCA’s revenues for the third quarter totaled $7.533 billion, compared to $7.002 billion in the third quarter of 2008. Net income attributable to HCA Inc. for the third quarter of 2009 totaled $196 million, compared to $86 million in the prior year’s third quarter. Adjusted EBITDA in the quarter totaled $1.273 billion, compared to $1.053 billion in the previous year’s third quarter. A table describing adjusted EBITDA and reconciling net income attributable to HCA Inc. to adjusted EBITDA for these periods is included in this release. Results for the third quarter of 2009 include impairments of long-lived assets of $3 million. Third quarter 2008 results include a $44 million charge for impairments of long-lived assets and gains on sales of facilities of $50 million.

The provision for doubtful accounts increased to $910 million, or 12.1 percent of revenues, in the third quarter of 2009 from $819 million, or 11.7 percent of revenues, in the third quarter of 2008. Charity care

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and uninsured discounts totaled $1.288 billion in the third quarter of 2009 compared to $920 million in the third quarter of 2008. Same facility uninsured admissions increased 8.2 percent in the third quarter of 2009 compared to the prior year’s third quarter. Same facility uninsured admissions comprised 7.0 percent of total admissions in the third quarter of 2009 compared to 6.6 percent in the third quarter of 2008.

During the third quarter of 2009, salaries and benefits, supply expense and other operating expenses totaled $5.403 billion compared to $5.171 billion in the third quarter of 2008. These expenses, as a percent of revenues, declined 2.2% in the third quarter of 2009 compared to the third quarter of 2008.

Interest expense increased to $510 million in the third quarter of 2009, compared to $497 million in the same period of 2008.

Same facility admissions increased 2.7 percent and same facility equivalent admissions increased 4.8 percent in the third quarter of 2009 compared to the prior year’s third quarter. Same facility inpatient surgeries increased 1.9 percent and same facility outpatient surgeries increased 0.8 percent in the third quarter. Same facility revenue per equivalent admission increased 2.8 percent in the third quarter of 2009 compared to the third quarter of 2008.

Revenues for the nine months ended September 30, 2009 totaled $22.447 billion compared to $21.109 billion for the same period of 2008. Net income attributable to HCA Inc. was $838 million for the nine months ended September 30, 2009 compared to $397 million in the same period of the prior year. Adjusted EBITDA totaled $4.129 billion for the first nine months of 2009 compared to $3.337 billion for the same period of 2008. Results for the nine months ended September 30, 2009 include losses on sales of facilities of $8 million and impairments of long-lived assets of $16 million compared to gains on sales of facilities of $90 million and impairments of long-lived assets of $53 million in the first nine months of 2008.

Cash flows from operating activities increased $900 million, from $1.415 billion for the nine months ended September 30, 2008 to $2.315 billion for the nine months ended September 30, 2009. The increase was due primarily to the $513 million increase in net income and $347 million improvement from changes in operating assets and liabilities and the provision for doubtful accounts.

As of September 30, 2009, HCA’s balance sheet reflected cash and cash equivalents of $443 million, total debt of $25.914 billion, and total assets of $24.120 billion. During the third quarter of 2009, capital expenditures totaled $296 million, excluding acquisitions. For the nine months ended September 30, 2009, capital expenditures totaled $915 million, excluding acquisitions.

During 2009, HCA issued $3.060 billion aggregate principal amount of first and second lien notes. The net proceeds from the debt issuances were used to repay outstanding indebtedness under the Company’s senior secured term loan facilities.

As of September 30, 2009, HCA operated 163 hospitals and 105 freestanding surgery centers (including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures).

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Earnings Conference Call

HCA will host a conference call for investors at 9:00 a.m. Central Time today. A live audio broadcast of the call via webcast will also be available to investors. The broadcast will be available on a replay basis beginning this afternoon. The webcast can be accessed at: http://www.videonewswire.com/event.asp?id=63265 or through the Company’s Investor Relations web page, www.hcahealthcare.com.

Cautionary Statement about Preliminary Results and Other Forward-Looking Information

This press release contains forward-looking statements based on current management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the ability to recognize the benefits of the Recapitalization, (2) the impact of the substantial indebtedness incurred to finance the Recapitalization and the ability to refinance such indebtedness on acceptable terms, (3) the possible enactment of federal or state health care reform and changes in federal, state or local laws or regulations affecting the health care industry, (4) increases, particularly in the current economic downturn, in the amount and risk of collectibility of uninsured accounts and deductibles and copayment amounts for insured accounts, (5) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (6) possible changes in the Medicare, Medicaid and other state programs, including Medicaid supplemental payments pursuant to upper payment limit (“UPL”) programs, that may impact reimbursements to health care providers and insurers, (7) the highly competitive nature of the health care business, (8) changes in revenue mix, including potential declines in the population covered under managed care agreements due to the current economic downturn and the ability to enter into and renew managed care provider agreements on acceptable terms, (9) the efforts of insurers, health care providers and others to contain health care costs, (10) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (11) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (13) changes in accounting practices, (14) changes in general economic conditions nationally and regionally in our markets, (15) future divestitures which may result in charges, (16) changes in business strategy or development plans, (17) delays in receiving payments for services provided, (18) the outcome of pending and any future tax audits, appeals and litigation associated with our tax positions, (19) potential liabilities and other claims that may be asserted against us, and (20) other risk factors described in our annual report on Form 10-K for the year ended December 31, 2008 and other filings with the Securities and Exchange Commission. Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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HCA Inc.
Condensed Consolidated Income Statements
Third Quarter
(Dollars in millions)

	2009						2008
	Amount			Ratio			Amount			Ratio
Revenues	$	7,533			100.0	%	$	7,002			100.0	%
Salaries and benefits		3,013			40.0			2,883			41.2
Supplies		1,206			16.0			1,141			16.3
Other operating expenses		1,184			15.7			1,147			16.4
Provision for doubtful accounts		910			12.1			819			11.7
Equity in earnings of affiliates		(53	)		(0.7	)		(41	)		(0.6	)
Depreciation and amortization		354			4.7			350			5.0
Interest expense		510			6.8			497			7.1
Gains on sales of facilities		—			—			(50	)		(0.7	)
Impairment of long-lived assets		3			—			44			0.6
		7,127			94.6			6,790			97.0
Income before income taxes		406			5.4			212			3.0
Provision for income taxes		132			1.8			76			1.1
Net income		274			3.6			136			1.9
Net income attributable to noncontrolling interests		78			1.0			50			0.7
Net income attributable to HCA Inc.	$	196			2.6		$	86			1.2

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HCA Inc.
Condensed Consolidated Income Statements
For the Nine Months Ended September 30, 2009 and 2008
(Dollars in millions)

	2009						2008
	Amount			Ratio			Amount			Ratio
Revenues	$	22,447			100.0	%	$	21,109			100.0	%
Salaries and benefits		8,880			39.6			8,563			40.6
Supplies		3,627			16.2			3,463			16.4
Other operating expenses		3,410			15.1			3,396			16.1
Provision for doubtful accounts		2,583			11.5			2,520			11.9
Equity in earnings of affiliates		(182	)		(0.8	)		(170	)		(0.8	)
Depreciation and amortization		1,067			4.8			1,062			5.0
Interest expense		1,487			6.6			1,521			7.2
Losses (gains) on sales of facilities		8			—			(90	)		(0.4	)
Impairment of long-lived assets		16			0.1			53			0.3
		20,896			93.1			20,318			96.3
Income before income taxes		1,551			6.9			791			3.7
Provision for income taxes		480			2.1			233			1.1
Net income		1,071			4.8			558			2.6
Net income attributable to noncontrolling interests		233			1.1			161			0.7
Net income attributable to HCA Inc.	$	838			3.7		$	397			1.9

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HCA Inc.
Supplemental Operating Results Summary
(Dollars in millions)

						For the Nine Months
	Third Quarter					Ended September 30,
	2009		2008			2009		2008
Revenues	$	7,533	$	7,002		$	22,447	$	21,109
Net income attributable to HCA Inc.	$	196	$	86		$	838	$	397
Losses (gains) on sales of facilities (net of tax)		—		(29	)		5		(53	)
Impairment of long-lived assets (net of tax)		2		28			10		34
Net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets		198		85			853		378
Depreciation and amortization		354		350			1,067		1,062
Interest expense		510		497			1,487		1,521
Provision for income taxes		133		71			489		215
Net income attributable to noncontrolling interests		78		50			233		161
Adjusted EBITDA (a)	$	1,273	$	1,053		$	4,129	$	3,337

(a)	Net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets and adjusted EBITDA are non-GAAP financial measures. We believe that net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets and adjusted EBITDA are important measures that supplement discussions and analysis of our results of operations. We believe that it is useful to investors to provide disclosures of our results of operations on the same basis as that used by management. Management relies upon net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets and adjusted EBITDA as the primary measures to review and assess operating performance of its hospital facilities and their management teams.
	Management and investors review both the overall performance (including; net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets and GAAP net income attributable to HCA Inc.) and operating performance (adjusted EBITDA) of our health care facilities. Adjusted EBITDA and the adjusted EBITDA margin (adjusted EBITDA divided by revenues) are utilized by management and investors to compare our current operating results with the corresponding periods during the previous year and to compare our operating results with other companies in the health care industry. It is reasonable to expect that losses (gains) on sales of facilities and impairments of long-lived assets will occur in future periods, but the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our health care facilities and complicate period comparisons of our results of operations and operations comparisons with other health care companies.
	Net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets and adjusted EBITDA are not measures of financial performance under accounting principles generally accepted in the United States, and should not be considered as alternatives to net income attributable to HCA Inc. as a measure of operating performance or cash flows from operating, investing and financing activities as a measure of liquidity. Because net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets and adjusted EBITDA are not measurements determined in accordance with generally accepted accounting principles and are susceptible to varying calculations, net income attributable to HCA Inc., excluding losses (gains) on sales of facilities and impairment of long-lived assets and adjusted EBITDA, as presented, may not be comparable to other similarly titled measures presented by other companies.

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HCA Inc.
Condensed Consolidated Balance Sheets
(Dollars in millions)

	September 30,			June 30,			December 31,
	2009			2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	443		$	450		$	465
Accounts receivable, less allowance for doubtful accounts		3,499			3,680			3,780
Inventories		745			730			737
Deferred income taxes		1,099			1,032			914
Other		515			556			405
Total current assets		6,301			6,448			6,301
Property and equipment, at cost		24,389			24,185			23,714
Accumulated depreciation		(13,038	)		(12,752	)		(12,185	)
		11,351			11,433			11,529
Investments of insurance subsidiary		1,371			1,322			1,422
Investments in and advances to affiliates		855			854			842
Goodwill		2,596			2,594			2,580
Deferred loan costs		436			444			458
Other		1,210			1,146			1,148
	$	24,120		$	24,241		$	24,280
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,199		$	1,206		$	1,370
Accrued salaries		954			876			854
Other accrued expenses		1,316			1,119			1,282
Long-term debt due within one year		635			194			404
Total current liabilities		4,104			3,395			3,910
Long-term debt		25,279			26,351			26,585
Professional liability risks		1,097			1,108			1,108
Income taxes and other liabilities		1,782			1,713			1,782
Total liabilities		32,262			32,567			33,385
Equity securities with contingent redemption rights		147			155			155
EQUITY (DEFICIT)
HCA Inc. stockholders’ deficit		(9,279	)		(9,486	)		(10,255	)
Noncontrolling interests		990			1,005			995
Total deficit		(8,298	)		(8,481	)		(9,260	)
	$	24,120		$	24,241		$	24,280

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HCA Inc.
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2009 and 2008
(Dollars in millions)

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

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HCA Inc.
Operating Statistics

							For the Nine Months
	Third Quarter						Ended September 30,
	2009			2008			2009			2008
Consolidating Hospitals:
Number of Hospitals		155			158			155			158
Weighted Average Licensed Beds		38,829			38,390			38,819			38,405
Licensed Beds at End of Period		38,829			38,386			38,829			38,386
Reported:
Admissions		387,600			377,400			1,171,200			1,161,700
% Change		2.7	%					0.8	%
Equivalent Admissions		615,100			587,400			1,835,200			1,776,300
% Change		4.7	%					3.3	%
Revenue per Equivalent Admission	$	12,245		$	11,922		$	12,231		$	11,884
% Change		2.7	%					2.9	%
Inpatient Revenue per Admission	$	11,833		$	11,224		$	11,625		$	11,203
% Change		5.4	%					3.8	%
Patient Days		1,848,000			1,833,700			5,673,600			5,745,900
Equivalent Patient Days		2,934,100			2,854,700			8,890,500			8,785,600
Inpatient Surgery Cases		125,300			121,400			372,300			371,800
% Change		3.2	%					0.1	%
Outpatient Surgery Cases		199,100			196,500			593,700			595,500
% Change		1.3	%					-0.3	%
Emergency Room Visits		1,441,200			1,303,100			4,198,900			3,969,500
% Change		10.6	%					5.8	%
Outpatient Revenues as a Percentage of Patient Revenues		38.1	%		38.5	%		38.3	%		37.3	%
Average Length of Stay		4.8			4.9			4.8			4.9
Occupancy		51.7	%		51.9	%		53.5	%		54.6	%
Equivalent Occupancy		82.1	%		80.8	%		83.8	%		83.5	%
Same Facility:
Admissions		380,300			370,400			1,150,100			1,136,600
% Change		2.7	%					1.2	%
Equivalent Admissions		602,800			575,200			1,799,900			1,734,400
% Change		4.8	%					3.8	%
Revenue per Equivalent Admission	$	12,262		$	11,929		$	12,230		$	11,900
% Change		2.8	%					2.8	%
Inpatient Revenue per Admission	$	11,894		$	11,276		$	11,668		$	11,246
% Change		5.5	%					3.8	%
Inpatient Surgery Cases		123,300			121,000			367,100			364,600
% Change		1.9	%					0.7	%
Outpatient Surgery Cases		196,100			194,600			585,700			586,300
% Change		0.8	%					-0.1	%
Emergency Room Visits		1,404,000			1,263,900			4,093,700			3,848,400
% Change		11.1	%					6.4	%
Number of Consolidating and Nonconsolidating (Equity Joint Ventures) Hospitals:
Consolidating		155			158			155			158
Nonconsolidating (Equity Joint Ventures)		8			8			8			8
Total Number of Hospitals		163			166			163			166

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