8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): July 31, 2008 (July 31, 2008)

HCA INC.

(Exact name of registrant as specified in its charter)

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

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

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

Not Applicable

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

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

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

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

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

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

TABLE OF CONTENTS

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

Item 2.02. Results of Operations and Financial Condition

     On July 31, 2008, HCA Inc. (the “Company”) issued a press release announcing, among other matters, its results of operations for the second quarter ended June 30, 2008, the text of which is set forth as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

     On July 31, 2008, the Company issued a press release announcing, among other matters, its results of operations for the second quarter ended June 30, 2008, the text of which is set forth as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibit
Number	Exhibit Title
99.1	Press Release dated July 31, 2008

SIGNATURES

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

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

Date: July 31, 2008

EXHIBIT INDEX

Exhibit
Number	Exhibit Title
99.1	Press Release dated July 31, 2008

EX-99.1

EXHIBIT 99.1

news

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

HCA Reports Second Quarter 2008 Results

Nashville, Tenn., July 31, 2008 — HCA today announced financial and operating results for its second quarter ended June 30, 2008.

Second Quarter Summary:

• Revenues increased 3.7 percent to $6.980 billion.

• Net income totaled $141 million, compared to $116 million in the prior year’s second quarter.

• Adjusted EBITDA totaled $1.104 billion, compared to $1.180 billion in the second quarter of 2007.

• Salaries and benefits increased to $2.841 billion, from $2.654 billion in the second quarter of 2007.

• Provision for doubtful accounts increased to $813 million, from $753 million in the prior year.

• Interest expense decreased to $494 million, from $557 million in the prior year’s second quarter.

• Same facility admissions increased 1.3 percent, and same facility equivalent admissions increased 2.0 percent.

• Same facility revenue per equivalent admission increased 3.0 percent.

• Surgeries on a same facility basis declined 0.6 percent.

Revenues for the second quarter totaled $6.980 billion, compared to $6.729 billion in the second quarter of 2007. Adjusted EBITDA in the quarter totaled $1.104 billion, compared to $1.180 billion in the previous year’s second quarter. A table describing adjusted EBITDA and reconciling net income to adjusted EBITDA for these periods is included in this release. Net income for the second quarter of 2008 totaled $141 million, compared to $116 million in the prior year’s second quarter. Results for the second quarter of 2008 include losses on sales of facilities of $11 million compared to gains of $11 million in the second quarter of 2007. Also, second quarter 2008 results include an impairment of long-lived assets of $9 million compared to a $24 million asset impairment in the same period of 2007.

Salaries and benefits increased to $2.841 billion, or 40.7 percent of revenues, in the second quarter of 2008 from $2.654 billion, or 39.4 percent of revenues, in the second quarter of 2007. Salaries and benefits per equivalent admission increased 6.1 percent while revenue per equivalent admission increased 2.8 percent for the second quarter of 2008 compared to the second quarter of 2007.

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The provision for doubtful accounts increased to $813 million, or 11.7 percent of revenues, in the second quarter of 2008 from $753 million, or 11.2 percent of revenues, in the second quarter of 2007. Same facility uninsured admissions increased 1.0 percent in the second quarter of 2008 compared to the prior year’s second quarter.

We reached a settlement with the IRS Appeals Division regarding certain 2001 and 2002 issues during the second quarter of 2008 and the settlement resulted in a $38 million reduction to our provision for income taxes for the second quarter of 2008.

Interest expense decreased to $494 million in the second quarter of 2008, compared to $557 million in the same period of 2007, due to reductions in both our average debt balance and the average interest rate on our debt.

Same facility admissions increased 1.3 percent and same facility equivalent admissions increased 2.0 percent in the second quarter of 2008 compared to the prior year’s second quarter. Same facility inpatient surgeries declined 0.5 percent and outpatient surgeries declined 0.7 percent in the second quarter. Same facility revenue per equivalent admission increased 3.0 percent in the second quarter of 2008 compared to the second quarter of 2007 due primarily to changes in service and payor mix.

Same facility charity and uninsured discounts totaled $869 million in the second quarter of 2008 compared to $707 million in the second quarter of 2007.

As of June 30, 2008, HCA’s balance sheet reflected cash and cash equivalents of $368 million, total debt of $27.615 billion, and total assets of $24.070 billion. During the second quarter, capital expenditures totaled $409 million. HCA expects capital expenditures to approximate $1.65 billion in 2008.

Revenues for the six months ended June 30, 2008 totaled $14.107 billion compared to $13.406 billion for the same period of 2007. Adjusted EBITDA totaled $2.284 billion for the first half of 2008 compared to $2.456 billion for the same period of 2007. HCA’s net income was $311 million for the six months ended June 30, 2008 compared to $296 million in the prior year. Results for the six months ended June 30, 2008 include gains on sales of facilities of $40 million compared to $16 million of gains on sales of facilities for the same period of 2007 and an impairment of long-lived assets of $9 million in the current year compared to a $24 million asset impairment in the first half of 2007.

As of June 30, 2008, HCA operated 169 hospitals and 107 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures.

Earnings Conference Call

HCA will host a conference call for investors at 9:00 a.m. Central Daylight Time today. All interested investors are invited to access a live audio broadcast of the call via webcast. The broadcast also will be available on a replay basis beginning this afternoon. The webcast can be accessed at: http://www.videonewswire.com/event.asp?id=49883 or through the Company’s Investor Relations web page, www.hcahealthcare.com.

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FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements based on current management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the ability to recognize the benefits of the recapitalization; (2) the impact of the substantial indebtedness incurred to finance the recapitalization; (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 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 our corporate integrity agreement with the government; (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) the outcome of pending and any future tax audits, appeals and litigation associated with our tax positions; (19) delays in receiving payment for services provided; (20) potential liabilities and other claims that may be asserted against us; (21) other risk factors described in our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

All references to “Company” and “HCA” as used throughout this document refer to HCA Inc. and its affiliates.

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

	2008						2007
	Amount			Ratio			Amount			Ratio
Revenues	$	6,980			100.0	%	$	6,729			100.0	%
Salaries and benefits		2,841			40.7			2,654			39.4
Supplies		1,149			16.5			1,096			16.3
Other operating expenses		1,136			16.2			1,101			16.4
Provision for doubtful accounts		813			11.7			753			11.2
Gains on investments		(1	)		—			(7	)		(0.1	)
Equity in earnings of affiliates		(62	)		(0.9	)		(48	)		(0.7	)
Depreciation and amortization		355			5.0			361			5.3
Interest expense		494			7.1			557			8.3
Losses (gains) on sales of facilities		11			0.2			(11	)		(0.2	)
Impairment of long-lived assets		9			0.1			24			0.4
		6,745			96.6			6,480			96.3
Income before minority interests and income taxes		235			3.4			249			3.7
Minority interests in earnings of consolidated entities		56			0.8			55			0.8
Income before income taxes		179			2.6			194			2.9
Provision for income taxes		38			0.6			78			1.2
Net income	$	141			2.0		$	116			1.7

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HCA Inc.
Consolidated Income Statements
For the Six Months Ended June 30, 2008 and 2007
(Dollars in millions)

	2008						2007
	Amount			Ratio			Amount			Ratio
Revenues	$	14,107			100.0	%	$	13,406			100.0	%
Salaries and benefits		5,680			40.3			5,301			39.5
Supplies		2,322			16.5			2,199			16.4
Other operating expenses		2,250			15.8			2,118			15.8
Provision for doubtful accounts		1,701			12.1			1,444			10.8
Gains on investments		(1	)		—			(7	)		—
Equity in earnings of affiliates		(129	)		(0.9	)		(105	)		(0.8	)
Depreciation and amortization		712			5.0			716			5.3
Interest expense		1,024			7.3			1,114			8.3
Gains on sales of facilities		(40	)		(0.3	)		(16	)		(0.1	)
Impairment of long-lived assets		9			0.1			24			0.2
		13,528			95.9			12,788			95.4
Income before minority interests and income taxes		579			4.1			618			4.6
Minority interests in earnings of consolidated entities		112			0.8			116			0.9
Income before income taxes		467			3.3			502			3.7
Provision for income taxes		156			1.1			206			1.5
Net income	$	311			2.2		$	296			2.2

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

						For the Six Months
	Second Quarter					Ended June 30,
	2008		2007			2008			2007
Revenues	$	6,980	$	6,729		$	14,107		$	13,406
Net income	$	141	$	116		$	311		$	296
Losses (gains) on sales of facilities (net of tax)		6		(8	)		(24	)		(10	)
Impairment of long-lived assets (net of tax)		6		15			6			15
Net income, excluding losses (gains) on sales of facilities and impairment of long-lived assets		153		123			293			301
Depreciation and amortization		355		361			712			716
Interest expense		494		557			1,024			1,114
Minority interests in earnings of consolidated entities		56		55			112			116
Provision for income taxes		46		84			143			209
Adjusted EBITDA (a)	$	1,104	$	1,180		$	2,284		$	2,456

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

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

	June 30,			March 31,			December 31,
	2008			2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	368		$	471		$	393
Accounts receivable, less allowance for doubtful accounts		3,922			4,134			3,895
Inventories		715			705			710
Deferred income taxes		727			693			592
Other		557			498			615
Total current assets		6,289			6,501			6,205
Property and equipment, at cost		23,145			22,783			22,579
Accumulated depreciation		(11,709	)		(11,402	)		(11,137	)
		11,436			11,381			11,442
Investments of insurance subsidiary		1,526			1,634			1,669
Investments in and advances to affiliates		833			738			688
Goodwill		2,630			2,633			2,629
Deferred loan costs		498			517			539
Other		858			1,088			853
	$	24,070		$	24,492		$	24,025
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,214		$	1,272		$	1,370
Accrued salaries		785			732			780
Other accrued expenses		1,064			1,422			1,391
Long-term debt due within one year		341			330			308
Total current liabilities		3,404			3,756			3,849
Long-term debt		27,274			27,159			27,000
Professional liability risks		1,160			1,242			1,233
Deferred taxes and other liabilities		1,295			1,745			1,379
Minority interests in equity of consolidated entities		959			953			938
Equity securities with contingent redemption rights		163			163			164
Stockholders’ deficit		(10,185	)		(10,526	)		(10,538	)
	$	24,070		$	24,492		$	24,025

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HCA Inc.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2008 and 2007
(Dollars in millions)

	2008			2007
Cash flows from operating activities:
Net income	$	311		$	296
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts		1,701			1,444
Depreciation and amortization		712			716
Income taxes		(376	)		(21	)
Gains on sales of facilities		(40	)		(16	)
Impairment of long-lived assets		9			24
Change in operating assets and liabilities		(1,994	)		(2,100	)
Share-based compensation		19			11
Change in minority interests		15			16
Other		67			36
Net cash provided by operating activities		424			406
Cash flows from investing activities:
Purchase of property and equipment		(717	)		(675	)
Acquisition of hospitals and health care entities		(44	)		(10	)
Disposal of hospitals and health care entities		110			65
Change in investments		(11	)		192
Other		13			10
Net cash used in investing activities		(649	)		(418	)
Cash flows from financing activities:
Net change in revolving bank credit facility		900			(210	)
Repayment of long-term debt		(703	)		(148	)
Issuance of common stock		—			100
Other		3			(14	)
Net cash provided by (used in) financing activities		200			(268	)
Change in cash and cash equivalents		(25	)		(280	)
Cash and cash equivalents at beginning of period		393			634
Cash and cash equivalents at end of period	$	368		$	354
Interest payments	$	1,007		$	1,092
Income tax payments, net of refunds	$	532		$	227

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HCA Inc.
Operating Statistics

							For the Six Months
	Second Quarter						Ended June 30,
	2008			2007			2008			2007
Consolidating Hospitals:
Number of Hospitals		161			164			161			164
Weighted Average Licensed Beds		38,419			39,222			38,413			39,245
Licensed Beds at End of Period		38,448			39,175			38,448			39,175
Reported:
Admissions		382,600			383,200			784,300			787,000
% Change		-0.2	%					-0.4	%
Equivalent Admissions		587,600			582,500			1,188,900			1,183,700
% Change		0.9	%					0.4	%
Revenue per Equivalent Admission	$	11,878		$	11,552		$	11,865		$	11,325
% Change		2.8	%					4.8	%
Inpatient Revenue per Admission	$	11,175		$	10,900		$	11,193		$	10,638
% Change		2.5	%					5.2	%
Patient Days		1,887,600			1,899,500			3,912,200			3,921,000
Equivalent Patient Days		2,900,100			2,887,100			5,930,900			5,897,100
Inpatient Surgery Cases		125,000			131,200			250,400			261,700
% Change		-4.7	%					-4.3	%
Outpatient Surgery Cases		202,100			204,200			399,000			408,400
% Change		-1.0	%					-2.3	%
Emergency Room Visits		1,297,600			1,258,700			2666,400			2,553,900
% Change		3.1	%					4.4	%
Outpatient Revenues as a Percentage of Patient Revenues		37.7	%		36.8	%		36.7	%		36.4	%
Average Length of Stay		4.9			5.0			5.0			5.0
Occupancy		54.0	%		53.2	%		56.0	%		55.2	%
Equivalent Occupancy		82.9	%		80.9	%		84.9	%		83.0	%
Same Facility:
Admissions		381,000			376,100			781,500			773,000
% Change		1.3	%					1.1	%
Equivalent Admissions		584,100			572,500			1,182,400			1,163,300
% Change		2.0	%					1.6	%
Revenue per Equivalent Admission	$	11,852		$	11,510		$	11,840		$	11,291
% Change		3.0	%					4.9	%
Inpatient Revenue per Admission	$	11,179		$	10,905		$	11,197		$	10,639
% Change		2.5	%					5.2	%
Inpatient Surgery Cases		124,800			125,500			249,700			251,200
% Change		-0.5	%					-0.6	%
Outpatient Surgery Cases		200,200			201,700			395,300			401,700
% Change		-0.7	%					-1.6	%
Emergency Room Visits		1,290,900			1,236,600			2,650,500			2,510,100
% Change		4.4	%					5.6	%
Number of Consolidating and Nonconsolidating (Equity Joint Ventures) Hospitals:
Consolidating		161			164			161			164
Nonconsolidating (Equity Joint Ventures)		8			8			8			8
Total Number of Hospitals		169			172			169			172

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