10-Q 1 g13045e10vq.htm HCA INC. HCA Inc.
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
     
(Mark One)    
     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the quarterly period ended March 31, 2008
 
or
     
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the transition period from to          
 
Commission file number 1-11239
 
HCA Inc.
(Exact name of registrant as specified in its charter)
 
     
Delaware
  75-2497104
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
     
One Park Plaza
Nashville, Tennessee
  37203
(Zip Code)
(Address of principal executive offices)    
 
(615) 344-9551
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer o
  Accelerated filer o   Non-accelerated filer þ
(Do not check if a smaller reporting company)
  Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock of the latest practicable date.
 
     
Class of Common Stock
 
Outstanding at April 30, 2008
 
Voting common stock, $.01 par value
  94,180,400 shares
 


 

 
HCA INC.
 
Form 10-Q
March 31, 2008
 
                 
        Page of
        Form 10-Q
 
             
  Part I.     Financial Information        
 
Item 1.
    Financial Statements (Unaudited):        
        Condensed Consolidated Income Statements — for the quarters ended March 31, 2008 and 2007     3  
        Condensed Consolidated Balance Sheets — March 31, 2008 and December 31, 2007     4  
        Condensed Consolidated Statements of Cash Flows — for the quarters ended March 31, 2008 and 2007     5  
        Notes to Condensed Consolidated Financial Statements     6  
 
Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations     22  
 
Item 3.
    Quantitative and Qualitative Disclosures About Market Risk     34  
 
Item 4.
    Controls and Procedures     34  
             
  Part II.     Other Information        
 
Item 1.
    Legal Proceedings     34  
 
Item 1A.
    Risk Factors     35  
 
Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds     35  
 
Item 4.
    Submissions of Matters to a Vote of Security Holders     36  
 
Item 6.
    Exhibits     36  
Signatures
    37  


2


 

HCA INC.
FOR THE QUARTERS ENDED MARCH 31, 2008 AND 2007
Unaudited
(Dollars in millions)
 
                 
    2008     2007  
 
Revenues
  $ 7,127     $ 6,677  
                 
Salaries and benefits
    2,839       2,647  
Supplies
    1,173       1,103  
Other operating expenses
    1,114       1,017  
Provision for doubtful accounts
    888       691  
Equity in earnings of affiliates
    (67 )     (57 )
Depreciation and amortization
    357       355  
Interest expense
    530       557  
Gains on sales of facilities
    (51 )     (5 )
                 
      6,783       6,308  
                 
Income before minority interests and income taxes
    344       369  
Minority interests in earnings of consolidated entities
    56       61  
                 
Income before income taxes
    288       308  
Provision for income taxes
    118       128  
                 
Net income
  $ 170     $ 180  
                 
 
See accompanying notes.


3


 

HCA INC.
Unaudited
(Dollars in millions)
 
                 
    March 31,
    December 31,
 
    2008     2007  
 
ASSETS
Current assets:
               
Cash and cash equivalents
  $ 471     $ 393  
Accounts receivable, less allowance for doubtful accounts of $4,600 and
$4,289
    4,134       3,895  
Inventories
    705       710  
Deferred income taxes
    693       592  
Other
    498       615  
                 
      6,501       6,205  
                 
Property and equipment, at cost
    22,783       22,579  
Accumulated depreciation
    (11,402 )     (11,137 )
                 
      11,381       11,442  
                 
Investments of insurance subsidiary
    1,634       1,669  
Investments in and advances to affiliates
    738       688  
Goodwill
    2,633       2,629  
Deferred loan costs
    517       539  
Other
    1,088       853  
                 
    $ 24,492     $ 24,025  
                 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
               
Accounts payable
  $ 1,272     $ 1,370  
Accrued salaries
    732       780  
Other accrued expenses
    1,422       1,391  
Long-term debt due within one year
    330       308  
                 
      3,756       3,849  
                 
Long-term debt
    27,159       27,000  
Professional liability risks
    1,242       1,233  
Income taxes and other liabilities
    1,745       1,379  
Minority interests in equity of consolidated entities
    953       938  
                 
Equity securities with contingent redemption rights
    163       164  
                 
Stockholders’ deficit:
               
Common stock $.01 par; authorized 125,000,000 shares; outstanding 94,180,400 shares in 2008 and 94,182,400 shares in 2007
    1       1  
Capital in excess of par value
    123       112  
Accumulated other comprehensive loss
    (341 )     (172 )
Retained deficit
    (10,309 )     (10,479 )
                 
      (10,526 )     (10,538 )
                 
    $ 24,492     $ 24,025  
                 
 
See accompanying notes.


4


 

HCA INC.
FOR THE QUARTERS ENDED MARCH 31, 2008 AND 2007
Unaudited
(Dollars in millions)
 
                 
    2008     2007  
 
Cash flows from operating activities:
               
Net income
  $ 170     $ 180  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for doubtful accounts
    888       691  
Depreciation and amortization
    357       355  
Income taxes
    (9 )     277  
Gains on sales of facilities
    (51 )     (5 )
Changes in operating assets and liabilities
    (1,183 )     (1,203 )
Share-based compensation
    7       5  
Change in minority interests
    6       33  
Other
    42       19  
                 
Net cash provided by operating activities
    227       352  
                 
Cash flows from investing activities:
               
Purchase of property and equipment
    (308 )     (334 )
Acquisition of hospitals and health care entities
    (24 )     (10 )
Disposition of hospitals and health care entities
    107       30  
Change in investments
    (11 )     165  
Other
    9       6  
                 
Net cash used in investing activities
    (227 )     (143 )
                 
Cash flows from financing activities:
               
Net change in revolving bank credit facility
    650       (450 )
Repayment of long-term debt
    (575 )     (78 )
Issuance of common stock
          100  
Other
    3       (6 )
                 
Net cash provided by (used in) financing activities
    78       (434 )
                 
Change in cash and cash equivalents
    78       (225 )
Cash and cash equivalents at beginning of period
    393       634  
                 
Cash and cash equivalents at end of period
  $ 471     $ 409  
                 
Interest payments
  $ 411     $ 443  
Income tax payments (refunds), net
  $ 127     $ (149 )
 
See accompanying notes.


5


 

HCA INC.
 
Unaudited
 
NOTE 1 — INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Merger, Recapitalization and Reporting Entity
 
On November 17, 2006, HCA Inc. completed its merger (the “Merger”) with Hercules Acquisition Corporation, pursuant to which the Company was acquired by Hercules Holding II, LLC (“Hercules Holding”), a Delaware limited liability company owned by a private investor group including affiliates of Bain Capital, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private Equity (each a “Sponsor”) and affiliates of HCA founder, Dr. Thomas F. Frist Jr., (the “Frist Entities,” and together with the Sponsors, the “Investors”), and by members of management and certain other investors. The Merger, the financing transactions related to the Merger and other related transactions are collectively referred to in this quarterly report as the “Recapitalization.” The Merger was accounted for as a recapitalization in our financial statements, with no adjustments to the historical basis of our assets and liabilities. As a result of the Recapitalization, our outstanding capital stock is owned by the Investors, certain members of management and key employees and certain other investors. On April 29, 2008, we registered our common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. Our common stock is not traded on a national securities exchange.
 
Basis of Presentation
 
HCA Inc. is a holding company whose affiliates own and operate hospitals and related health care entities. The term “affiliates” includes direct and indirect subsidiaries of HCA Inc. and partnerships and joint ventures in which such subsidiaries are partners. At March 31, 2008, these affiliates owned and operated 161 hospitals, 101 freestanding surgery centers and facilities which provided extensive outpatient and ancillary services. Affiliates of HCA are also partners in joint ventures that own and operate eight hospitals and eight freestanding surgery centers which are accounted for using the equity method. The Company’s facilities are located in 20 states and England. The terms “HCA,” “Company,” “we,” “our” or “us,” as used in this quarterly report on Form 10-Q, refer to HCA Inc. and its affiliates unless otherwise stated or indicated by context.
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. The majority of our expenses are “cost of revenue” items. Costs that could be classified as general and administrative would include our corporate office costs, which were $40 million and $37 million for the quarters ended March 31, 2008 and 2007, respectively. Operating results for the quarter ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the consolidated financial statements and footnotes thereto included in our annual report on Form 10-K for the year ended December 31, 2007.
 
Certain prior year amounts have been reclassified to conform to the current year presentation.
 
Recent Pronouncements
 
In December 2007, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141(R)”). This new standard will change the financial accounting and reporting of business combination transactions in consolidated financial statements. SFAS 141(R) replaces FASB Statement No. 141, “Business Combinations” (“SFAS 141”). SFAS 141(R) retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the


6


 

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

Recent Pronouncements (continued)
 
business combination and establishes the acquisition date as the date the acquirer achieves control. The scope of SFAS 141(R) is broader than that of SFAS 141, which applied only to business combinations in which control was obtained by transferring consideration. SFAS 141(R) applies the acquisition method to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141(R) is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
 
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). This new standard will change the financial accounting and reporting of noncontrolling (or minority) interests in consolidated financial statements. SFAS 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations. SFAS 160 amends certain of ARB No. 51’s consolidation procedures to provide consistency with the requirements of SFAS 141(R). SFAS 160 is required to be adopted concurrently with SFAS 141(R) and is effective for the first annual reporting period beginning on or after December 15, 2008. SFAS 160 will require retroactive restatement to provide for consistent presentation of noncontrolling interests for all periods presented. We are currently evaluating the impact of SFAS 160.
 
NOTE 2 — INCOME TAXES
 
Effective January 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 creates a single model to address uncertainty in income tax positions and clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to FASB Statement No. 109, “Accounting for Income Taxes.” Interest expense of $12 million and $14 million related to taxing authority examinations is included in the provision for income taxes for the quarters ended March 31, 2008 and 2007, respectively.
 
Our liability for unrecognized tax benefits was $882 million, including interest of $230 million, as of March 31, 2008 ($828 million and $218 million, respectively, as of December 31, 2007). Of the $882 million, $509 million ($489 million as of December 31, 2007) would affect the effective rate, if recognized. The liability for unrecognized tax benefits does not reflect deferred tax assets related to deductible interest and state income taxes or a $215 million refundable deposit we made in 2006, which is recorded in noncurrent assets.
 
We are currently contesting before the Appeals Division of the Internal Revenue Service (the “IRS”) certain claimed deficiencies and adjustments proposed by the IRS in connection with its examination of the 2001 and 2002 federal income tax returns for HCA and 15 affiliates that are treated as partnerships for federal income tax purposes (“affiliated partnerships”). The IRS completed its examination of the 2003 and 2004 federal income tax returns for HCA and 19 affiliated partnerships during 2008, and we intend to contest certain claimed deficiencies and adjustments proposed by the IRS in connection with these audits before the IRS Appeals Division. The IRS began an audit of the 2005 and 2006 federal income tax returns for HCA and seven affiliated partnerships during 2008.
 
The disputed items pending before the IRS Appeals Division for 2001 and 2002, or proposed by the IRS Examination Division for 2003 and 2004, include the deductibility of a portion of the 2001 and 2003 government settlement payments, the timing of recognition of certain patient service revenues in 2001 through 2004, the method for calculating the tax allowance for doubtful accounts in 2002 through 2004, and the amount of insurance expense deducted in 2001 and 2002.


7


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 2 — INCOME TAXES (continued)
 
Thirty-two taxable periods of HCA, its predecessors, subsidiaries and affiliated partnerships ended in 1987 through 2000, for which the primary remaining issue is the computation of the tax allowance for doubtful accounts, are pending before the IRS Examination Division or the United States Tax Court as of March 31, 2008.
 
Depending on the resolution of the IRS disputes, the completion of examinations by federal, state or international taxing authorities, or the expiration of statutes of limitation for specific taxing jurisdictions, we believe it is reasonably possible our liability for unrecognized tax benefits may significantly increase or decrease within the next twelve months. However, we are currently unable to estimate the range of any possible change.
 
NOTE 3 — INVESTMENTS OF INSURANCE SUBSIDIARY
 
A summary of our insurance subsidiary’s investments at March 31, 2008 and December 31, 2007 follows (dollars in millions):
 
                                 
    March 31, 2008  
    Amortized
    Unrealized Amounts     Fair
 
    Cost     Gains     Losses     Value  
 
Debt securities:
                               
States and municipalities
  $ 1,585     $ 25     $ (5 )   $ 1,605  
Money market funds
    174                   174  
Asset-backed securities
    57             (1 )     56  
Corporate
    3                   3  
                                 
      1,819       25       (6 )     1,838  
                                 
Equity securities:
                               
Preferred stocks
    6             (1 )     5  
Common stocks and other
    6                   6  
                                 
      12             (1 )     11  
                                 
    $ 1,831     $ 25     $ (7 )     1,849  
                                 
Amount classified as current assets
                            (215 )
                                 
Investment carrying value
                          $ 1,634  
                                 
 


8


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 3 — INVESTMENTS OF INSURANCE SUBSIDIARY (continued)
 
                                 
    December 31, 2007  
          Unrealized
       
    Amortized
    Amounts     Fair
 
    Cost     Gains     Losses     Value  
 
Debt securities:
                               
States and municipalities
  $ 1,675     $ 23     $ (2 )   $ 1,696  
Money market funds
    109                   109  
Asset-backed securities
    59       1             60  
Corporate and other
    5                   5  
                                 
      1,848       24       (2 )     1,870  
                                 
Equity securities:
                               
Preferred stocks
    26             (1 )     25  
Common stocks
    4                   4  
                                 
      30             (1 )     29  
                                 
    $ 1,878     $ 24     $ (3 )     1,899  
                                 
Amount classified as current assets
                            (230 )
                                 
Investment carrying value
                          $ 1,669  
                                 
 
At March 31, 2008 and December 31, 2007, the investments of our insurance subsidiary were classified as “available-for-sale.” The fair value of investment securities is generally based on quoted market prices. Changes in temporary unrealized gains and losses are recorded as adjustments to other comprehensive income. At March 31, 2008 and December 31, 2007, $129 million and $106 million, respectively, of our investments were subject to restrictions included in insurance bond collateralization and assumed reinsurance contracts.

9


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 4 — LONG-TERM DEBT
 
A summary of long-term debt at March 31, 2008 and December 31, 2007, including related interest rates at March 31, 2008, follows (dollars in millions):
 
                 
    March 31,
    December 31,
 
    2008     2007  
 
Senior secured asset-based revolving credit facility (effective interest rate of 4.0%)
  $ 2,000     $ 1,350  
Senior secured term loan facilities (effective interest rate of 6.5%)
    12,341       12,317  
Other senior secured debt (effective interest rate of 6.7%)
    433       427  
                 
First lien debt
    14,774       14,094  
                 
Senior secured cash-pay notes (effective interest rate of 9.6%)
    4,200       4,200  
Senior secured toggle notes (effective interest rate of 10.0%)
    1,500       1,500  
                 
Second lien debt
    5,700       5,700  
                 
Senior unsecured notes payable through 2095 (effective interest rate of 7.2%)
    7,015       7,514  
                 
Total debt (average life of seven years, rates averaging 7.2%)
    27,489       27,308  
Less amounts due within one year
    330       308  
                 
    $ 27,159     $ 27,000  
                 
 
During March 2008, we completed a tender offer to repurchase $500 million par value of our outstanding debt, subject to the terms and conditions set forth in the Offer to Purchase dated February 7, 2008. The securities repurchased were $200 million of our 8.750% notes due 2010, $202 million of our 7.875% notes due 2011 and $98 million of our 6.950% notes due 2012. We utilized our senior secured asset-based revolving credit facility to fund the repurchase.
 
During March 2008, we entered into two interest rate swap agreements, in a total notional amount of $1 billion, in order to hedge a portion of our exposure to variable rate interest payments associated with our senior secured credit facilities. These interest rate swaps expire in March 2011.
 
NOTE 5 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
 
On January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements.
 
SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
 
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices),


10


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 5 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
 
such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
 
Cash Traded Investments
 
Our cash traded investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of instruments based on quoted market prices in active markets include most U.S. government and agency securities, active listed equities and most money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. We do not adjust the quoted price for such instruments.
 
The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency include most municipal and provincial obligations, investment-grade and high yield corporate bonds and mortgage securities. Such instruments are generally classified within Level 2 of the fair market hierarchy.
 
Certain types of cash traded instruments are classified within Level 3 of the fair value hierarchy because they trade infrequently and therefore have little or no price transparency. Such instruments include auction rate bonds and limited partnership investments. The transaction price is initially used as the best estimate of fair value. Accordingly, when a pricing model is used to value such an instrument, the model is adjusted so that the model value at inception equals the transaction price. This valuation is adjusted when changes to inputs and assumptions are corroborated by evidence, such as transactions in similar instruments, completed or pending third-party transactions in the underlying instrument or comparable entities, offerings in the capital markets, and changes in financial results, data or cash flows. For positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or nontransferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.
 
Our wholly-owned insurance subsidiary had investments in municipal, tax-exempt student loan auction rate securities (“ARS”), that are backed by student loans substantially guaranteed by the federal government, of $661 million at March 31, 2008. The valuations of these securities involved management’s judgment, after consideration of market factors and the absence of market transparency, market liquidity and observable inputs. Our market observations failed to identify an illiquidity discount that was verifiable without the strong presumption of forced liquidation or distress sales. Valuations resulting from forced liquidations or distress sales are inconsistent with the SFAS 157 definition of fair value, which assumes an orderly market. Our valuation models did not indicate a valuation discount below par value for these securities when compared to yields of variable rate demand notes of similar credit worthy securities, without consideration of their mandatory put features. Management observed other ARS with similar characteristics that were called, partially called or repurchased at par by their issuers at or near the measurement date. After considering these factors, management’s best estimate of fair value for our ARS is par value.
 
Derivative Financial Instruments
 
We have entered into interest rate and cross currency swap agreements to manage our exposure to fluctuations in interest rates and foreign currency risks. The valuation of these instruments is determined using widely accepted


11


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 5 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
 

Derivative Financial Instruments (continued)
 
valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities. To comply with the provisions of SFAS 157, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
 
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of March 31, 2008, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
 
The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of March 31, 2008, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):
 
                                 
          Fair Value Measurements Using  
          Quoted Prices in
             
          Active Markets for
             
          Identical Assets
    Significant Other
    Significant
 
          and Liabilities
    Observable Inputs
    Unobservable Inputs
 
    Fair Value     (Level 1)     (Level 2)     (Level 3)  
 
Assets:
                               
Investments of insurance subsidiary
  $ 1,849     $ 176     $ 1,001     $ 672  
Less amounts classified as current assets
    (215 )     (174 )     (41 )      
                                 
      1,634       2       960       672  
Cross currency swaps (Other assets)
    183             183        
Liabilities:
                               
Interest rate swaps (Income taxes and other liabilities)
    530             530        
 
The following table summarizes the activity related to investments of our insurance subsidiary having fair value measurements based on significant unobservable inputs (Level 3) during the quarter ended March 31, 2008 (dollars in millions):
 
                 
Balance at December 31, 2007
  $ 4          
Transfers into Level 3
    668          
                 
Balance at March 31, 2008
  $ 672          
                 


12


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 6 — CONTINGENCIES
 
Significant Legal Proceedings
 
We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. The resolution of any such lawsuits, claims or legal and regulatory proceedings could have a material, adverse effect on our results of operations or financial position in a given period.
 
General Liability Claims
 
We are subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or wrongful restriction of, or interference with, physicians’ staff privileges. In certain of these actions the claimants may seek punitive damages against us which may not be covered by insurance. It is management’s opinion that the ultimate resolution of these pending claims and legal proceedings will not have a material, adverse effect on our results of operations or financial position.
 
Investigations
 
In January 2001, we entered into an eight-year Corporate Integrity Agreement (“CIA”) with the Office of Inspector General of the Department of Health and Human Services. Violation or breach of the CIA, or violation of federal or state laws relating to Medicare, Medicaid or similar programs, could subject us to substantial monetary fines, civil and criminal penalties and/or exclusion from participation in the Medicare and Medicaid programs. Alleged violations may be pursued by the government or through private qui tam actions. Sanctions imposed against us as a result of such actions could have a material, adverse effect on our results of operations or financial position.
 
NOTE 7 — COMPREHENSIVE INCOME
 
The components of comprehensive income, net of related taxes, for the quarters ended March 31, 2008 and 2007 are as follows (dollars in millions):
 
                 
    Quarter  
    2008     2007  
 
Net income
  $ 170     $ 180  
Change in fair value of derivative instruments
    (167 )     (24 )
Change in net unrealized gains on available-for-sale securities
    (3 )     (1 )
Defined benefit plans
    1        
                 
Comprehensive income
  $ 1     $ 155  
                 
 
The components of accumulated other comprehensive loss, net of related taxes, are as follows (dollars in millions):
 
                 
    March 31,
    December 31,
 
    2008     2007  
 
Change in fair value of derivative instruments
  $ (343 )   $ (176 )
Net unrealized gains on available-for-sale securities
    11       14  
Currency translation adjustments
    34       34  
Defined benefit plans
    (43 )     (44 )
                 
Accumulated other comprehensive loss
  $ (341 )   $ (172 )
                 


13


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 8 — SEGMENT AND GEOGRAPHIC INFORMATION
 
We operate in one line of business, which is operating hospitals and related health care entities. During the quarters ended March 31, 2008 and 2007, approximately 25% and 26%, respectively, of our patient revenues related to patients participating in the Medicare program.
 
Our operations are structured into three geographically organized groups: the Eastern Group includes 49 consolidating hospitals located in the Eastern United States, the Central Group includes 52 consolidating hospitals located in the Central United States and the Western Group includes 54 consolidating hospitals located in the Western United States. We also operate six consolidating hospitals in England, and these facilities are included in the Corporate and other group.
 
Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, gains on sales of facilities, minority interests and income taxes. We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance. Adjusted segment EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. Adjusted segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from adjusted segment EBITDA are significant components in understanding and assessing financial performance. Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. The geographic distributions of our revenues, equity in earnings of affiliates, adjusted segment EBITDA and depreciation and amortization are summarized in the following table (dollars in millions):
 
                 
    Quarter  
    2008     2007  
 
Revenues:
               
Central Group
  $ 1,692     $ 1,545  
Eastern Group
    2,220       2,069  
Western Group
    2,975       2,814  
Corporate and other
    240       249  
                 
    $ 7,127     $ 6,677  
                 
Equity in earnings of affiliates:
               
Central Group
  $ (1 )   $ 4  
Eastern Group
    (1 )     (1 )
Western Group
    (66 )     (60 )
Corporate and other
    1        
                 
    $ (67 )   $ (57 )
                 
Adjusted segment EBITDA:
               
Central Group
  $ 296     $ 281  
Eastern Group
    354       376  
Western Group
    570       604  
Corporate and other
    (40 )     15  
                 
    $ 1,180     $ 1,276  
                 


14


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 8 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
 
                 
    Quarter  
    2008     2007  
 
Depreciation and amortization:
               
Central Group
  $ 91     $ 90  
Eastern Group
    90       92  
Western Group
    138       130  
Corporate and other
    38       43  
                 
    $ 357     $ 355  
                 
Adjusted segment EBITDA
  $ 1,180     $ 1,276  
Depreciation and amortization
    357       355  
Interest expense
    530       557  
Gains on sales of facilities
    (51 )     (5 )
                 
Income before minority interests and income taxes
  $ 344     $ 369  
                 
 
NOTE 9 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
 
Our senior secured credit facilities and senior secured notes are fully and unconditionally guaranteed by substantially all existing and future, direct and indirect, wholly-owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our senior secured asset-based revolving credit facility).
 
Our summarized condensed consolidating balance sheets at March 31, 2008 and December 31, 2007 and condensed consolidating statements of income and cash flows for the quarters ended March 31, 2008 and 2007, segregating the parent company issuer, the subsidiary guarantors, the subsidiary non-guarantors and eliminations, follow.

15


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 9 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 2008
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Revenues
  $     $ 4,159     $ 2,968     $     $ 7,127  
                                         
Salaries and benefits
          1,709       1,130             2,839  
Supplies
          679       494             1,173  
Other operating expenses
    6       589       519             1,114  
Provision for doubtful accounts
          556       332             888  
Equity in earnings of affiliates
    (525 )     (26 )     (41 )     525       (67 )
Depreciation and amortization
          196       161             357  
Interest expense
    558       (7 )     (21 )           530  
Gains on sales of facilities
          (2 )     (49 )           (51 )
Management fees
          (113 )     113              
                                         
      39       3,581       2,638       525       6,783  
                                         
Income (loss) before minority interests and income taxes
    (39 )     578       330       (525 )     344  
Minority interests in earnings of consolidated entities
          13       43             56  
                                         
Income (loss) before income taxes
    (39 )     565       287       (525 )     288  
Provision for income taxes
    (209 )     219       108             118  
                                         
Net income (loss)
  $ 170     $ 346     $ 179     $ (525 )   $ 170  
                                         


16


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 9 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 2007
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Revenues
  $     $ 3,876     $ 2,801     $     $ 6,677  
                                         
Salaries and benefits
          1,601       1,046             2,647  
Supplies
          643       460             1,103  
Other operating expenses
          555       462             1,017  
Provision for doubtful accounts
          430       261             691  
Equity in earnings of affiliates
    (512 )     (26 )     (31 )     512       (57 )
Depreciation and amortization
          195       160             355  
Interest expense
    538       14       5             557  
Gains on sales of facilities
                (5 )           (5 )
Management fees
          (105 )     105              
                                         
      26       3,307       2,463       512       6,308  
                                         
Income (loss) before minority interests and income taxes
    (26 )     569       338       (512 )     369  
Minority interests in earnings of consolidated entities
          6       55             61  
                                         
Income (loss) before income taxes
    (26 )     563       283       (512 )     308  
Provision for income taxes
    (206 )     225       109             128  
                                         
Net income (loss)
  $ 180     $ 338     $ 174     $ (512 )   $ 180  
                                         


17


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 9 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2008
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
ASSETS
                                       
Current assets:
                                       
Cash and cash equivalents
  $     $ 170     $ 301     $     $ 471  
Accounts receivable, net
          2,353       1,781             4,134  
Inventories
          432       273             705  
Deferred income taxes
    693                         693  
Other
          146       352             498  
                                         
      693       3,101       2,707             6,501  
                                         
Property and equipment, net
          6,900       4,481             11,381  
Investments of insurance subsidiary
                1,634             1,634  
Investments in and advances to affiliates
          243       495             738  
Goodwill
          1,643       990             2,633  
Deferred loan costs
    517                         517  
Investments in and advances to subsidiaries
    17,715                   (17,715 )      
Other
    1,031       20       37             1,088  
                                         
    $ 19,956     $ 11,907     $ 10,344     $ (17,715 )   $ 24,492  
                                         
                                         
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
                                       
Current liabilities:
                                       
Accounts payable
  $     $ 796     $ 476     $     $ 1,272  
Accrued salaries
          473       259             732  
Other accrued expenses
    628       152       642             1,422  
Long-term debt due within one year
    287             43             330  
                                         
      915       1,421       1,420             3,756  
                                         
Long-term debt
    26,581       108       470             27,159  
Intercompany balances
    1,502       (6,486 )     4,984              
Professional liability risks
                1,242             1,242  
Income taxes and other liabilities
    1,321       295       129             1,745  
Minority interests in equity of consolidated entities
          116       837             953  
                                         
      30,319       (4,546 )     9,082             34,855  
Equity securities with contingent redemption rights
    163                         163  
                                         
Stockholders’ (deficit) equity
    (10,526 )     16,453       1,262       (17,715 )     (10,526 )
                                         
    $ 19,956     $ 11,907     $ 10,344     $ (17,715 )   $ 24,492  
                                         


18


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 9 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2007
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
ASSETS
                                       
Current assets:
                                       
Cash and cash equivalents
  $     $ 165     $ 228     $     $ 393  
Accounts receivable, net
          2,248       1,647             3,895  
Inventories
          432       278             710  
Deferred income taxes
    592                         592  
Other
          123       492             615  
                                         
      592       2,968       2,645             6,205  
                                         
Property and equipment, net
          6,960       4,482             11,442  
Investments of insurance subsidiary
                1,669             1,669  
Investments in and advances to affiliates
          221       467             688  
Goodwill
          1,644       985             2,629  
Deferred loan costs
    539                         539  
Investments in and advances to subsidiaries
    17,190                   (17,190 )      
Other
    798       18       37             853  
                                         
    $ 19,119     $ 11,811     $ 10,285     $ (17,190 )   $ 24,025  
                                         
                                         
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY                                        
Current liabilities:
                                       
Accounts payable
  $     $ 883     $ 487     $     $ 1,370  
Accrued salaries
          515       265             780  
Other accrued expenses
    411       372       608             1,391  
Long-term debt due within one year
    271             37             308  
                                         
      682       1,770       1,397             3,849  
                                         
Long-term debt
    26,439       103       458             27,000  
Intercompany balances
    1,368       (6,524 )     5,156              
Professional liability risks
                1,233             1,233  
Income taxes and other liabilities
    1,004       238       137             1,379  
Minority interests in equity of consolidated entities
          117       821             938  
                                         
      29,493       (4,296 )     9,202             34,399  
Equity securities with contingent redemption rights
    164                         164  
                                         
Stockholders’ (deficit) equity
    (10,538 )     16,107       1,083       (17,190 )     (10,538 )
                                         
    $ 19,119     $ 11,811     $ 10,285     $ (17,190 )   $ 24,025  
                                         


19


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 9 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 2008
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Cash flows from operating activities:
                                       
Net income
  $ 170     $ 346     $ 179     $ (525 )   $ 170  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
                                       
Provision for doubtful accounts
          556       332             888  
Depreciation and amortization
          196       161             357  
Income taxes
    (9 )                       (9 )
Gains on sales of facilities
          (5 )     (46 )           (51 )
Equity in earnings of affiliates
    (525 )                 525        
Decrease in cash from operating assets and liabilities
    102       (984 )     (301 )           (1,183 )
Share-based compensation
    7                         7  
Change in minority interests
          (1 )     7             6  
Other
    32       6       4             42  
                                         
Net cash provided by (used in) operating activities
    (223 )     114       336             227  
                                         
Cash flows from investing activities:
                                       
Purchase of property and equipment
          (127 )     (181 )           (308 )
Acquisition of hospitals and health care entities
          (18 )     (6 )           (24 )
Disposition of hospitals and health care entities
          17       90             107  
Change in investments
          (18 )     7             (11 )
Other
                9             9  
                                         
Net cash used in investing activities
          (146 )     (81 )           (227 )
                                         
Cash flows from financing activities:
                                       
Net change in revolving bank credit facility
    650                         650  
Repayment of long-term debt
    (560 )     (1 )     (14 )           (575 )
Changes in intercompany balances with affiliates, net
    134       38       (172 )            
Other
    (1 )           4             3  
                                         
Net cash provided by (used in) financing activities
    223       37       (182 )           78  
                                         
Change in cash and cash equivalents
          5       73             78  
Cash and cash equivalents at beginning of period
          165       228             393  
                                         
Cash and cash equivalents at end of period
  $     $ 170     $ 301     $     $ 471  
                                         


20


 

 
HCA INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
NOTE 9 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
 
HCA INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 2007
(Dollars in millions)
 
                                         
                Subsidiary
             
    Parent
    Subsidiary
    Non-
          Condensed
 
    Issuer     Guarantors     Guarantors     Eliminations     Consolidated  
 
Cash flows from operating activities:
                                       
Net income
  $ 180     $ 338     $ 174     $ (512 )   $ 180  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
Provision for doubtful accounts
          430       261             691  
Depreciation and amortization
          195       160             355  
Income taxes
    277                         277  
Gains on sales of facilities
                (5 )           (5 )
Equity in earnings of affiliates
    (512 )                 512        
Increase (decrease) in cash from operating assets and liabilities
    105       (801 )     (507 )           (1,203 )
Share-based compensation
    5                         5  
Change in minority interests
          2       31             33  
Other
    19                         19  
                                         
Net cash provided by operating activities
    74       164       114             352  
                                         
Cash flows from investing activities:
                                       
Purchase of property and equipment
          (128 )     (206 )           (334 )
Acquisition of hospitals and health care entities
                (10 )           (10 )
Disposition of hospitals and health care entities
          8       22             30  
Change in investments
          4       161             165  
Other
          6                   6  
                                         
Net cash used in investing activities
          (110 )     (33 )           (143 )
                                         
Cash flows from financing activities:
                                       
Net change in revolving bank credit facility
    (450 )                       (450 )
Repayment of long-term debt
    (67 )     (3 )     (8 )           (78 )
Issuances of common stock
    100                         100  
Changes in intercompany balances with affiliates, net
    351       (215 )     (136 )            
Other
    (8 )           2             (6 )
                                         
Net cash used in financing activities
    (74 )     (218 )     (142 )           (434 )
                                         
Change in cash and cash equivalents
          (164 )     (61 )           (225 )
Cash and cash equivalents at beginning of period
          282       352             634  
                                         
Cash and cash equivalents at end of period
  $     $ 118     $ 291     $     $ 409  
                                         


21


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements
 
This quarterly report on Form 10-Q includes certain disclosures which contain “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, that could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to, (1) the ability to recognize the benefits of the Recapitalization, (2) the impact of the substantial indebtedness incurred to finance the Recapitalization, (3) increases in the amount and risk of collectibility of uninsured accounts and deductibles and copayment amounts for insured accounts, (4) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (5) 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, (6) the highly competitive nature of the health care business, (7) changes in revenue mix and the ability to enter into and renew managed care provider agreements on acceptable terms, (8) the efforts of insurers, health care providers and others to contain health care costs, (9) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the CIA, (10) changes in federal, state or local laws or regulations affecting the health care industry, (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 possible enactment of federal or state health care reform, (13) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (14) changes in accounting practices, (15) changes in general economic conditions nationally and regionally in our markets, (16) future divestitures which may result in charges, (17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, appeals and litigation associated with our tax positions, (20) potential liabilities and other claims that may be asserted against us, and (21) other risk factors described in our annual report on Form 10-K and other filings with the Securities and Exchange Commission. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those expressed in any forward-looking statements made by or on behalf of HCA. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report.
 
First Quarter 2008 Operations Summary
 
Net income totaled $170 million for the quarter ended March 31, 2008, compared to $180 million for the quarter ended March 31, 2007. Revenues increased to $7.127 billion in the first quarter of 2008 from $6.677 billion for the first quarter of 2007. First quarter 2008 results include gains on sales of facilities of $51 million compared to gains on sales of facilities of $5 million for the first quarter of 2007.
 
Revenues increased 6.7% on a consolidated basis and 8.1% on a same facility basis for the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007. The increase in consolidated revenues can be attributed to a 6.7% increase in revenue per equivalent admission and flat equivalent admissions. The same facility revenues increase resulted from a 6.9% increase in same facility revenue per equivalent admission, and a 1.1% increase in equivalent admissions.
 
During the quarter ended March 31, 2008, same facility admissions increased 0.8%, compared to the quarter ended March 31, 2007. Same facility inpatient surgeries decreased 0.7%, and same facility outpatient surgeries decreased 2.7% during the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007.
 
For the quarter ended March 31, 2008, the provision for doubtful accounts increased to 12.5% of revenues from 10.3% of revenues for the quarter ended March 31, 2007. Same facility uninsured admissions increased 5.3% and same facility uninsured emergency room visits increased 9.3% for the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007.


22


 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Results of Operations
 
Revenue/Volume Trends
 
Our revenues depend upon inpatient occupancy levels, the ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient procedures and the charge and negotiated payment rates for such services. Gross charges typically do not reflect what our facilities are actually paid. Our facilities have entered into agreements with third-party payers, including government programs and managed care health plans, under which the facilities are paid based upon the cost of providing services, predetermined rates per diagnosis, fixed per diem rates or discounts from gross charges. We do not pursue collection of amounts related to patients who meet our guidelines to qualify for charity care; therefore, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care that are similar to the discounts provided to many local managed care plans.
 
Revenues increased 6.7% from $6.677 billion in the first quarter of 2007 to $7.127 billion for the first quarter of 2008. The increase in revenues can be attributed to the impact of a 6.7% increase in revenue per equivalent admission and flat equivalent admissions for the first quarter of 2008 compared to the first quarter of 2007.
 
Consolidated admissions decreased 0.5% and same facility admissions increased 0.8% compared to the first quarter of 2007. Consolidated outpatient surgeries decreased 3.6% and same facility outpatient surgeries decreased 2.7% in the first quarter of 2008 compared to the first quarter of 2007. Consolidated inpatient surgeries decreased 4.0% and same facility inpatient surgeries decreased 0.7% in the first quarter of 2008 compared to the first quarter of 2007.
 
Same facility uninsured admissions increased by 1,204 admissions, or 5.3%, in the first quarter of 2008 compared to the first quarter of 2007. The quarterly trend of same facility uninsured admissions growth during 2007, compared to 2006, was 12.4% during the first quarter, 9.9% during the second quarter, 5.2% during the third quarter and 10.0% during the fourth quarter.
 
Admissions related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and other insurers and the uninsured for the quarters ended March 31, 2008 and 2007 are set forth in the following table.
 
                 
    Quarter  
    2008     2007  
 
Medicare
    36 %     37 %
Managed Medicare
    9       7  
Medicaid
    8       8  
Managed Medicaid
    7       6  
Managed care and other insurers
    34       36  
Uninsured
    6       6  
                 
      100 %     100 %
                 


23


 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Results of Operations (continued)
 
Revenue/Volume Trends (continued)
 
The approximate percentages of our inpatient revenues related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and other insurers and the uninsured for the quarters ended March 31, 2008 and 2007 are set forth in the following table.
 
                 
    Quarter  
    2008     2007  
 
Medicare
    33 %     34 %
Managed Medicare
    8       7  
Medicaid
    6       6  
Managed Medicaid
    3       3  
Managed care and other insurers
    43       45  
Uninsured
    7       5  
                 
      100 %     100 %
                 
 
At March 31, 2008, we had 73 hospitals in the states of Texas and Florida. During the first quarter of 2008, 55% of our admissions and 51% of our revenues were generated by these hospitals. Uninsured admissions in Texas and Florida represent 62% of our uninsured admissions.
 
We receive a significant portion of our revenues from government health programs, principally Medicare and Medicaid, which are highly regulated and subject to frequent and substantial changes. We have increased the indigent care services we provide in several communities in the state of Texas, in affiliation with other hospitals. The state of Texas has been involved in the effort to increase the indigent care provided by private hospitals. As a result of this additional indigent care provided by private hospitals, public hospital districts or counties in Texas have available funds that were previously devoted to indigent care. The public hospital districts or counties are under no contractual or legal obligation to provide such indigent care. The public hospital districts or counties have elected to offer some portion of these amounts of newly available ad valorem tax revenues as a state portion of the Medicaid program (which is funded by both state and federal dollars). Such action is at the sole discretion of the public hospital districts or counties. It is anticipated that the state contributions will be matched with federal Medicaid funds. The state then may make Medicaid supplemental payments to hospitals in the state, including those that are providing additional indigent care services. Such payments must be within the federal UPL established by federal regulation.
 
Our Texas Medicaid revenues increased by $38 million and $56 million during the first quarters of 2008 and 2007, respectively, due to increases in Medicaid supplemental payments pursuant to UPL programs in which we, local governments and other unaffiliated providers participate.
 
Based upon review of certain expenditures claimed for federal Medicaid matching funds by the state of Texas, CMS has deferred a portion of claimed amounts. The federal deferral is expected to continue until CMS completes its review. The outcome of such review might affect the past and future claimed payments. We have not recognized any net benefits related to the Texas Medicaid supplemental payments in our operating results for periods subsequent to June 30, 2007 and will continue this revenue recognition policy until we receive further guidance from responsible federal and state agencies. We expect to receive updated information from the responsible federal and state agencies during the second and third quarters of 2008.


24


 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Results of Operations (continued)
 
Operating Results Summary
 
The following are comparative summaries of results from operations for the quarters ended March 31, 2008 and 2007 (dollars in millions):
 
                                 
    Quarter  
    2008     2007  
    Amount     Ratio     Amount     Ratio  
 
Revenues
  $ 7,127       100.0     $ 6,677       100.0  
                                 
Salaries and benefits
    2,839       39.8       2,647       39.6  
Supplies
    1,173       16.5       1,103       16.5  
Other operating expenses
    1,114       15.5       1,017       15.4  
Provision for doubtful accounts
    888       12.5       691       10.3  
Equity in earnings of affiliates
    (67 )     (0.9 )     (57 )     (0.9 )
Depreciation and amortization
    357       5.1       355       5.4  
Interest expense
    530       7.4       557       8.3  
Gains on sales of facilities
    (51 )     (0.7 )     (5 )     (0.1 )
                                 
      6,783       95.2       6,308       94.5  
                                 
Income before minority interests and income taxes
    344       4.8       369       5.5  
Minority interests in earnings of consolidated entities
    56       0.8       61       0.9  
                                 
Income before income taxes
    288       4.0       308       4.6  
Provision for income taxes
    118       1.6       128       1.9  
                                 
Net income
  $ 170       2.4     $ 180       2.7  
                                 
% changes from prior year:
                               
Revenues
    6.7 %             4.1 %        
Income before income taxes
    (6.5 )             (50.1 )        
Net income
    (5.8 )             (52.3 )        
Admissions(a)
    (0.5 )             (4.1 )        
Equivalent admissions(b)
                  (4.0 )        
Revenue per equivalent admission
    6.7               8.4          
Same facility % changes from prior year(c):
                               
Revenues
    8.1               6.7          
Admissions(a)
    0.8               (1.3 )        
Equivalent admissions(b)
    1.1               (1.3 )        
Revenue per equivalent admission
    6.9               8.0          
 
 
(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 which were either acquired or divested during the current and prior period.


25


 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Results of Operations (continued)
 
Quarters Ended March 31, 2008 and 2007
 
Net income totaled $170 million in 2008 compared to $180 million in 2007. Revenues increased 6.7% due to favorable pricing trends evidenced by net revenue per equivalent admission growth of 6.7% and weak volume trends that resulted in flat equivalent admissions for the first quarter of 2008 compared to the first quarter of 2007.
 
For the first quarter of 2008, consolidated admissions decreased 0.5% and same facility admissions increased 0.8% compared to the first quarter of 2007. Outpatient surgical volumes decreased 3.6% on a consolidated basis and 2.7% on a same facility basis during the first quarter of 2008, compared to the first quarter of 2007. Consolidated inpatient surgeries decreased 4.0% and same facility inpatient surgeries decreased 0.7% in the first quarter of 2008 compared to the first quarter of 2007.
 
Salaries and benefits, as a percentage of revenues, were 39.8% in the first quarter of 2008 and 39.6% in the same quarter of 2007. Salaries and benefits per equivalent admission increased 7.2% in the first quarter of 2008 compared to the first quarter of 2007. Labor rate increases averaged 4.7% for the first quarter of 2008 compared to the first quarter of 2007.
 
Supplies, as a percentage of revenues, were 16.5% for both first quarters of 2008 and 2007. Supply cost per equivalent admission increased 6.3% in the first quarter of 2008 compared to the first quarter of 2007. Same facility supply costs increased 8.0% for medical devices, primarily for orthopedic supplies, 10.1% for pharmacy supplies and 7.5% for general medical and surgical items.
 
Other operating expenses, as a percentage of revenues, increased to 15.5% in the first quarter of 2008 compared to 15.4% in the first quarter of 2007. Other operating expenses is primarily comprised of contract services, professional fees, repairs and maintenance, rents and leases, utilities, insurance (including professional liability insurance) and nonincome taxes. Provisions for losses related to professional liability risks were $56 million and $53 million for the first quarters of 2008 and 2007, respectively. Other operating expenses include $38 million and $27 million of indigent care costs in certain Texas markets during the first quarters of 2008 and 2007, respectively.
 
Provision for doubtful accounts, as a percentage of revenues, increased to 12.5% in the first quarter of 2008 compared to 10.3% in the first quarter of 2007. The provision for doubtful accounts and the allowance for doubtful accounts relate primarily to uninsured amounts due directly from patients. The increase in the provision for doubtful accounts, as a percentage of revenues, can be attributed to an increasing amount of patient financial responsibility under certain managed care plans and same facility increases in uninsured emergency room visits of 9.3% and uninsured admissions of 5.3% in the first quarter of 2008 compared to the first quarter of 2007. At March 31, 2008, our allowance for doubtful accounts represented approximately 90% of the $5.105 billion total patient due accounts receivable balance, including accounts, net of estimated contractual discounts, related to patients for which eligibility for Medicaid coverage was being evaluated.
 
Equity in earnings of affiliates increased from $57 million in the first quarter of 2007 to $67 million in the first quarter of 2008 due to increases in profits at joint ventures accounted for under the equity method of accounting. Equity in earnings of affilitates relates primarily to our Denver, Colorado market joint venture.
 
Depreciation and amortization increased by $2 million, from $355 million in the first quarter of 2007 to $357 million in the first quarter of 2008.
 
Interest expense decreased from $557 million in the first quarter of 2007 to $530 million in the first quarter of 2008. Our average debt balance was $27.293 billion for the first quarter of 2008 compared to $28.061 billion for the first quarter of 2007. The average interest rate for our long term debt decreased from 7.7% at March 31, 2007 to 7.2% at March 31, 2008.
 
Minority interests in earnings of consolidated entities decreased from $61 million for the first quarter of 2007 to $56 million for the first quarter of 2008. The decrease in minority interest expense related primarily to declines in operating results of hospital joint ventures in two Texas markets.
 
The effective tax rate was 41% for each of the first quarters of 2008 and 2007.


26


 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Liquidity and Capital Resources
 
Cash provided by operating activities totaled $227 million in the first quarter of 2008 compared to $352 million in the first quarter of 2007. The lower cash provided by operating activities in the first quarter of 2008 compared to the first quarter of 2007 related, primarily, to the net impact of increase in cash used to make net income tax payments of $276 million and a $217 million increase in cash provided from changes in operating assets and liabilities. We made $127 million in net tax payments in the first quarter of 2008 and received $149 million in net tax refunds in the first quarter of 2007. Working capital totaled $2.745 billion at March 31, 2008 and $2.356 billion at December 31, 2007.
 
Cash used in investing activities was $227 million in the first quarter of 2008 compared to $143 million in the first quarter of 2007. Excluding acquisitions, capital expenditures were $308 million in the first quarter of 2008 and $334 million in the first quarter of 2007. Capital expenditures are expected to approximate $1.65 billion in 2008. At March 31, 2008, there were projects under construction which had estimated additional costs to complete and equip over the next five years of approximately $2.0 billion. We expect to finance capital expenditures with internally generated and borrowed funds. We expended $11 million to increase investments in the first quarter of 2008 and received cash flows from our investments of $165 million in the first quarter of 2007. We received $107 million and $30 million from sales of hospitals and health care entities during the first quarters of 2008 and 2007, respectively.
 
Cash provided by financing activities totaled $78 million during the first quarter of 2008 compared to cash used in financing activities of $434 million during the first quarter of 2007. During the first quarter of 2008, cash flows from financing activities include an increase in net borrowings of $79 million. During the first quarter of 2007, cash flows from financing activities include $526 million of net debt repayments and the issuance of approximately 1,965,000 shares of common stock for $100 million.
 
Due to the Recapitalization, we are a highly leveraged company with significant debt service requirements. Our debt totaled $27.489 billion at March 31, 2008. The $181 million increase in total debt during the quarter was comprised of net borrowings of $79 million, $79 million of currency translation adjustments and $23 million related to capital leases. Our interest expense decreased from $557 million for the first quarter of 2007 to $530 million for the first quarter of 2008.
 
In addition to cash flows from operations, available sources of capital include amounts available under our senior secured credit facilities ($1.897 billion available as of March 31, 2008 and April 30, 2008) and anticipated access to public and private debt markets.
 
Investments of our professional liability insurance subsidiary, to maintain statutory equity and pay claims (primarily claims occurred prior to 2007), totaled $1.849 billion and $1.899 billion at March 31, 2008 and December 31, 2007, respectively. Effective January 1, 2007, our facilities are generally self-insured for the first $5 million of per occurrence losses, and we are not required to maintain investments to fund the liabilities for claims that occurred after 2006. Claims payments, net of reinsurance recoveries, during the next twelve months are expected to approximate $215 million. Our wholly-owned insurance subsidiary has entered into certain reinsurance contracts, and the obligations covered by the reinsurance contracts are included in the reserves for professional liability risks, as the subsidiary remains liable to the extent that the reinsurers do not meet their obligations under the reinsurance contracts. To minimize our exposure to losses from reinsurer insolvencies, we evaluate the financial condition of our reinsurers. The amounts receivable related to the reinsurance contracts were $42 million and $44 million at March 31, 2008 and December 31, 2007, respectively.
 
During March 2008, we completed a tender offer to repurchase $500 million par value of our outstanding debt, subject to the terms and conditions set forth in the Offer to Purchase dated February 7, 2008. The securities repurchased were $200 million of our 8.750% notes due 2010, $202 million of our 7.875% notes due 2011 and $98 million of our 6.950% notes due 2012. We utilized our senior secured asset-based revolving credit facility to fund the repurchase.


27


 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Liquidity and Capital Resources (continued)
 
Management believes that cash flows from operations, amounts available under our senior secured credit facilities and our anticipated access to public and private debt markets will be sufficient to meet expected liquidity needs during the next twelve months.
 
Market Risk
 
We are exposed to market risk related to changes in market values of securities. The investments in debt and equity securities of our wholly-owned insurance subsidiary were $1.838 billion and $11 million, respectively, at March 31, 2008. These investments are carried at fair value, with changes in unrealized gains and losses being recorded as adjustments to other comprehensive income. At March 31, 2008, we had a net unrealized gain of $18 million on the insurance subsidiary’s investment securities.
 
We are exposed to market risk related to market illiquidity. Liquidity of the investments in debt and equity securities of our wholly-owned insurance subsidiary could be impaired by the inability to access the capital markets. Should the wholly-owned insurance subsidiary require significant amounts of cash to pay claims and other expenses in excess of normal cash requirements on short notice, we may have difficulty selling these investments in a timely manner or be forced to sell them at a price less than what we might otherwise have been able to in a normal market environment. At March 31, 2008, our wholly-owned insurance subsidiary, had invested $661 million in municipal, tax-exempt student loan auction rate securities which were classified as long-term investments. The auction rate securities (“ARS”) are publicly issued securities with long-term stated maturities for which the interest rates are usually reset through a Dutch auction every seven to 35 days. The auctions have historically provided a liquid market for these securities as investors could readily sell their investments at auction. With the liquidity issues experienced in global credit and capital markets, the ARS held by our wholly-owned insurance subsidiary have experienced multiple failed auctions, beginning on February 11, 2008, as the amount of securities submitted for sale exceeded the amount of purchase orders. There is a very limited market for the ARS at this time. We do not currently intend to attempt to sell the ARS as the liquidity needs of our insurance subsidiary are expected to be met by other investments in its investment portfolio. If uncertainties in the credit and capital markets continue or there are ratings downgrades on the ARS held by our insurance subsidiary, we may be required to recognize other-than-temporary impairments on these long-term investments in future periods.
 
We are also exposed to market risk related to changes in interest rates, and we periodically enter into interest rate swap agreements to manage our exposure to these fluctuations. Our interest rate swap agreements involve the exchange of fixed and variable rate interest payments between two parties, based on common notional principal amounts and maturity dates. The notional amounts of the swap agreements represent balances used to calculate the exchange of cash flows and are not our assets or liabilities. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions. The interest payments under these agreements are settled on a net basis. These derivatives have been recognized in the financial statements at their respective fair values. Changes in the fair value of these derivatives are included in other comprehensive income.
 
With respect to our interest-bearing liabilities, approximately $5.348 billion of long-term debt at March 31, 2008 is subject to variable rates of interest, while the remaining balance in long-term debt of $22.141 billion at March 31, 2008 is subject to fixed rates of interest. Both the general level of interest rates and, for the senior secured credit facilities, our leverage affect our variable interest rates. Our variable debt is comprised primarily of amounts outstanding under the senior secured credit facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the federal funds rate plus 1/2 of 1% and (2) the prime rate of Bank of America or (b) a LIBOR rate for the currency of such borrowing for the relevant interest period. The applicable margin for borrowings under the senior secured credit facilities may fluctuate according to a leverage ratio, with the exception of term loan B where the margin is static. The average rate for our long-term debt decreased from 7.7% at March 31, 2007 to 7.2% at March 31, 2008.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Liquidity and Capital Resources (continued)
 
Market Risk (continued)
 
The estimated fair value of our total long-term debt was $25.635 billion at March 31, 2008. The estimates of fair value are based upon the quoted market prices for the same or similar issues of long-term debt with the same maturities. Based on a hypothetical 1% increase in interest rates, the potential annualized reduction to future pretax earnings would be approximately $53 million. To mitigate the impact of fluctuations in interest rates, we generally target a portion of our debt portfolio to be maintained at fixed rates.
 
Our international operations and the European term loan expose us to market risks associated with foreign currencies. In order to mitigate the currency exposure related to debt service obligations through December 31, 2011 under the European term loan, we have entered into cross currency swap agreements. A cross currency swap is an agreement between two parties to exchange a stream of principal and interest payments in one currency for a stream of principal and interest payments in another currency over a specified period. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions. Changes in the fair value of these derivatives are recognized in results of operations.
 
Pending IRS Disputes
 
We are currently contesting before the Appeals Division of the Internal Revenue Service (the “IRS”) certain claimed deficiencies and adjustments proposed by the IRS in connection with its examination of the 2001 and 2002 federal income tax returns for HCA and 15 affiliates that are treated as partnerships for federal income tax purposes (“affiliated partnerships”). The IRS completed its examination of the 2003 and 2004 federal income tax returns for HCA and 19 affiliated partnerships during 2008, and we intend to contest certain claimed deficiencies and adjustments proposed by the IRS in connection with these audits before the IRS Appeals Division. The IRS began an audit of the 2005 and 2006 federal income tax returns for HCA and seven affiliated partnerships during 2008.
 
The disputed items pending before the IRS Appeals Division for 2001 and 2002, or proposed by the IRS Examination Division for 2003 and 2004, include the deductibility of a portion of the 2001 and 2003 government settlement payments, the timing of recognition of certain patient service revenues in 2001 through 2004, the method for calculating the tax allowance for doubtful accounts in 2002 through 2004, and the amount of insurance expense deducted in 2001 and 2002.
 
Thirty-two taxable periods of HCA, its predecessors, subsidiaries and affiliated partnerships ended in 1987 through 2000, for which the primary remaining issue is the computation of the tax allowance for doubtful accounts, are pending before the IRS Examination Division or the United States Tax Court as of March 31, 2008.
 
Management believes that adequate provisions have been recorded to satisfy final resolution of the disputed issues. Management believes that HCA, its predecessors, subsidiaries and affiliates properly reported taxable income and paid taxes in accordance with applicable laws and agreements established with the IRS and that final resolution of these disputes will not have a material, adverse effect on our results of operations or financial position. However, if payments due upon final resolution of these issues exceed our recorded estimates, such resolutions could have a material, adverse effect on our results of operations or financial position.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Operating Data
 
                 
    2008     2007  
 
CONSOLIDATING
               
Number of hospitals in operation at:
               
March 31
    161       165  
June 30
            164  
September 30
            162  
December 31
            161  
Number of freestanding outpatient surgical centers in operation at:
               
March 31
    101       99  
June 30
            98  
September 30
            98  
December 31
            99  
Licensed hospital beds at(a):
               
March 31
    38,375       39,269  
June 30
            39,175  
September 30
            38,939  
December 31
            38,405  
Weighted average licensed beds(b):
               
Quarter:
               
First
    38,406       39,269  
Second
            39,222  
Third
            38,990  
Fourth
            38,784  
Year
            39,065  
Average daily census(c):
               
Quarter:
               
First
    22,248       22,461  
Second
            20,874  
Third
            20,444  
Fourth
            20,448  
Year
            21,049  
Admissions(d):
               
Quarter:
               
First
    401,700       403,800  
Second
            383,200  
Third
            381,700  
Fourth
            384,000  
Year
            1,552,700  


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Operating Data — (Continued)
 
                 
    2008     2007  
 
Equivalent admissions(e):
               
Quarter:
               
First
    601,300       601,200  
Second
            582,500  
Third
            583,400  
Fourth
            585,300  
Year
            2,352,400  
Average length of stay (days)(f):
               
Quarter:
               
First
    5.0       5.0  
Second
            5.0  
Third
            4.9  
Fourth
            4.9  
Year
            4.9  
Emergency room visits(g):
               
Quarter:
               
First
    1,368,800       1,295,200  
Second
            1,258,700  
Third
            1,273,900  
Fourth
            1,288,300  
Year
            5,116,100  
Outpatient surgeries(h):
               
Quarter:
               
First
    196,900       204,200  
Second
            204,200  
Third
            196,400  
Fourth
            200,100  
Year
            804,900  
Inpatient surgeries(i):
               
Quarter:
               
First
    125,400       130,500  
Second
            131,200  
Third
            128,300  
Fourth
            126,500  
Year
            516,500  

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Operating Data — (Continued)
 
                 
    2008     2007  
 
Days in accounts receivable(j):
               
Quarter:
               
First
    53       52  
Second
            51  
Third
            54  
Fourth
            52  
Year
            53  
Gross patient revenues(k) (dollars in millions):
               
Quarter:
               
First
  $ 25,804     $ 23,161  
Second
            22,503  
Third
            22,381  
Fourth
            24,384  
Year
            92,429  
Outpatient revenues as a % of patient revenues(l):
               
Quarter:
               
First
    36 %     36 %
Second
            37 %
Third
            38 %
Fourth
            37 %
Year
            37 %
NONCONSOLIDATING(m)
               
Number of hospitals in operation at:
               
March 31
    8       8  
June 30
            8  
September 30
            8  
December 31
            8  
Number of freestanding outpatient surgical centers in operation at:
               
March 31
    8       9  
June 30
            9  
September 30
            9  
December 31
            9  
Licensed hospital beds at:
               
March 31
    2,337       2,356  
June 30
            2,334  
September 30
            2,337  
December 31
            2,337  


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (Continued)
 
Operating Data — (Continued)
 
BALANCE SHEET DATA
 
                         
    % of Accounts Receivable  
    Under 91 Days     91 — 180 Days     Over 180 Days  
 
Accounts receivable aging at March 31, 2008:
                       
Medicare and Medicaid
    12 %     1 %     2 %
Managed care and other discounted
    19       4       4  
Uninsured
    19       10       29  
                         
Total
    50 %     15 %     35 %
                         
 
 
(a) Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.
 
(b) Weighted average licensed beds represents the average number of licensed beds, weighted based on periods owned.
 
(c) Represents the average number of patients in our hospital beds each day.
 
(d) Represents the total number of patients admitted to our hospitals and is used by management and certain investors as a general measure of inpatient volume.
 
(e) Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient 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.
 
(f) Represents the average number of days admitted patients stay in our hospitals.
 
(g) Represents the number of patients treated in our emergency rooms.
 
(h) Represents the number of surgeries performed on patients who were not admitted to our hospitals. Pain management and endoscopy procedures are not included in outpatient surgeries.
 
(i) Represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management and endoscopy procedures are not included in inpatient surgeries.
 
(j) Days in accounts receivable are calculated by dividing the revenues for the period by the days in the period (revenues per day). Accounts receivable, net of allowance for doubtful accounts, at the end of the period is then divided by the revenues per day.
 
(k) Gross patient revenues are based upon our standard charge listing. Gross charges/revenues typically do not reflect what our hospital facilities are paid. Gross charges/revenues are reduced by contractual adjustments, discounts and charity care to determine reported revenues.
 
(l) Represents the percentage of patient revenues related to patients who are not admitted to our hospitals.
 
(m) The nonconsolidating facilities include facilities operated through 50/50 joint ventures which we do not control and are accounted for using the equity method of accounting.


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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The information called for by this item is provided under the caption “Market Risk” under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
ITEM 4.   CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
HCA’s chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of HCA’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on that evaluation, the chief executive officer and chief financial officer have concluded that HCA’s disclosure controls and procedures effectively and timely provide them with material information relating to HCA and its consolidated subsidiaries required to be disclosed in the reports HCA files or submits under the Exchange Act.
 
Changes in Internal Control Over Financial Reporting
 
During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
 
Part II: Other Information
 
Item 1:   Legal Proceedings
 
General Liability
 
We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. The resolution of any such lawsuits, claims or legal and regulatory proceedings could materially and adversely affect our results of operations and financial position in a given period.
 
Government Investigations, Claims and Litigation
 
In January 2001, we entered into an eight-year Corporate Integrity Agreement (“CIA”) with the Office of Inspector General of the Department of Health and Human Services. Violation or breach of the CIA, or violation of federal or state laws relating to Medicare, Medicaid or similar programs, could subject us to substantial monetary fines, civil and criminal penalties and/or exclusion from participation in the Medicare and Medicaid programs. Alleged violations may be pursued by the government or through private qui tam actions. Sanctions imposed against us as a result of such actions could have a material, adverse effect on our results of operations or financial position.
 
ERISA Litigation
 
On November 22, 2005, Brenda Thurman, a former employee of an HCA affiliate, filed a complaint in the United States District Court for the Middle District of Tennessee on behalf of herself, the HCA Savings and Retirement Program (the “Plan”), and a class of participants in the Plan who held an interest in our common stock, against our Chairman and Chief Executive Officer, President and Chief Operating Officer, Executive Vice President and Chief Financial Officer, and other unnamed individuals. The lawsuit, filed under sections 502(a)(2) and 502(a)(3) of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. §§ 1132(a)(2) and (3), alleges that defendants breached their fiduciary duties owed to the Plan and to plan participants and seeks monetary damages and injunctions and other relief.
 
On January 13, 2006, the court signed an order staying all proceedings and discovery in this matter, pending resolution of a motion to dismiss the consolidated amended complaint in the related federal securities class action against HCA. On January 18, 2006, the magistrate judge signed an order (1) consolidating Thurman’s cause of


34


 

action with all other future actions making the same claims and arising out of the same operative facts, (2) appointing Thurman as lead plaintiff, and (3) appointing Thurman’s attorneys as lead counsel and liaison counsel in the case. On January 26, 2006, the court issued an order reassigning the case to United States District Court Judge William J. Haynes, Jr., who was presiding over the federal securities class action and federal derivative lawsuits. We have reached an agreement in principle to settle this suit, subject to court approval.
 
Merger Litigation in State Court
 
On October 23, 2006, the Foundation for Seacoast Health filed a lawsuit against us and one of our affiliates, HCA Health Services of New Hampshire, Inc., in the Superior Court of Rockingham County, New Hampshire. Among other things, the complaint seeks to enforce certain provisions of an asset purchase agreement between the parties, including a purported right of first refusal to purchase a New Hampshire hospital, that allegedly were triggered by the Merger and other prior events. The Foundation initially sought to enjoin the Merger. However, the parties reached an agreement that allowed the Merger to proceed, while preserving the plaintiff’s opportunity to litigate whether the Merger triggered the right of first refusal to purchase the hospital and, if so, at what price the hospital could be repurchased. On May 25, 2007, the court granted HCA’s motion for summary judgment disposing of the Foundation’s central claims. The Foundation has filed an appeal from the final judgment.
 
General Liability and Other Claims
 
On April 10, 2006, a class action complaint was filed against us in the District Court of Kansas alleging, among other matters, nurse understaffing at all of our hospitals, certain consumer protection act violations, negligence and unjust enrichment. The complaint is seeking, among other relief, declaratory relief and monetary damages, including disgorgement of profits of $12.250 billion. A motion to dismiss this action was granted on July 27, 2006, but the plaintiffs have appealed this dismissal. We believe this lawsuit is without merit and plan to defend it vigorously.
 
We are a party to certain proceedings relating to claims for income taxes and related interest in the United States Tax Court and the United States Court of Federal Claims. For a description of those proceedings, see Part I. Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — IRS Disputes” and Note 2 to our condensed consolidated financial statements.
 
We are also subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or for wrongful restriction of, or interference with, physicians’ staff privileges. In certain of these actions the claimants have asked for punitive damages against us, which may not be covered by insurance. In the opinion of management, the ultimate resolution of these pending claims and legal proceedings will not have a material, adverse effect on our results of operations or financial position.
 
Item 1A:   Risk Factors
 
Reference is made to the factors set forth under the caption “Forward-Looking Statements” in Part I, Item 2 of this Form 10-Q and other risk factors described in our annual report on Form 10-K for the year ended December 31, 2007, which are incorporated herein by reference. There have not been any material changes to the risk factors previously disclosed in our annual report on Form 10-K.
 
Item 2:   Unregistered Sales of Equity Securities and Use of Proceeds
 
During the quarter ended March 31, 2008, HCA issued 14,914 shares of common stock in connection with the exercise of stock options for aggregate consideration of $251,698. The shares were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 701 promulgated thereunder.


35


 

Item 4:   Submissions of Matters to a Vote of Security Holders
 
On March 26, 2008, Hercules Holding II, LLC, the holder of 97.5% of our issued and outstanding shares of capital stock, reelected Christopher J. Birosak, George A. Bitar, Jack O. Bovender, Jr., Richard M. Bracken, John P. Connaughton, Thomas F. Frist, Jr., Thomas F. Frist III, Christopher R. Gordon, Michael W. Michelson, James C. Momtazee, Stephen G. Pagliuca, Peter M. Stavros and Nathan C. Thorne, as the Board of Directors of the Company and approved an amended and restated certificate of incorporation of the Company, which amended and restated certificate of incorporation became effective March 27, 2008. On April 25, 2008, a notice of such action was sent to the holders of record of our issued and outstanding capital stock as of the close of business on March 26, 2008.
 
Item 6:   Exhibits
 
(a) List of Exhibits:
 
             
  Exhibit 31 .1     Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Exhibit 31 .2     Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Exhibit 32       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
HCA INC.
 
  By: 
/s/  R. Milton Johnson
R. Milton Johnson
Executive Vice President and
Chief Financial Officer
 
Date: May 12, 2008


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