NOTE 12 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

During November 2010, HCA Holdings, Inc. issued $1.525 billion aggregate principal amount of 7³/₄% senior unsecured notes due 2021, which were redeemed in full during May 2015. During December 2012, HCA Holdings, Inc. issued $1.000 billion aggregate principal amount of 6.250% senior unsecured notes due 2021. These notes are senior unsecured obligations and are not guaranteed by any of our subsidiaries.

HCA Inc., a direct wholly-owned subsidiary of HCA Holdings, Inc., is the obligor under a significant portion of our other indebtedness, including our senior secured credit facilities, senior secured notes and senior unsecured notes (other than the senior unsecured notes issued by HCA Holdings, Inc.). The senior secured notes and senior unsecured notes issued by HCA Inc. are fully and unconditionally guaranteed by HCA Holdings, Inc. The senior secured credit facilities and senior secured notes are fully and unconditionally guaranteed by substantially all existing and future, direct and indirect, 100% owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our senior secured asset-based revolving credit facility).

Our summarized condensed consolidating comprehensive income statements for the quarters ended March 31, 2016 and 2015, condensed consolidating balance sheets at March 31, 2016 and December 31, 2015 and condensed consolidating statements of cash flows for the quarters ended March 31, 2016 and 2015, segregating HCA Holdings, Inc. issuer, HCA Inc. issuer, the subsidiary guarantors, the subsidiary non-guarantors and eliminations, follow:

HCA HOLDINGS, INC.

CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT

FOR THE QUARTER ENDED MARCH 31, 2016

(Dollars in millions)


	HCA Holdings, Inc. Issuer			HCA Inc. Issuer			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations			Condensed Consolidated
Revenues before provision for doubtful accounts	$	—		$	—		$	5,673		$	5,377		$	—		$	11,050
Provision for doubtful accounts		—			—			494			296			—			790

Revenues		—			—			5,179			5,081			—			10,260

Salaries and benefits		—			—			2,354			2,348			—			4,702
Supplies		—			—			898			816			—			1,714
Other operating expenses		2			—			860			995			—			1,857
Electronic health record incentive income		—			—			(3	)		(1	)		—			(4	)
Equity in earnings of affiliates		(629	)		—			(2	)		(10	)		629			(12	)
Depreciation and amortization		—			—			227			252			—			479
Interest expense		16			650			(207	)		(43	)		—			416
Losses (gains) on sales of facilities		—			—			2			(1	)		—			1
Legal claim costs		—			12			—			—			—			12
Management fees		—			—			(160	)		160			—			—

		(611	)		662			3,969			4,516			629			9,165

Income (loss) before income taxes		611			(662	)		1,210			565			(629	)		1,095
Provision (benefit) for income taxes		(83	)		(244	)		438			173			—			284

Net income (loss)		694			(418	)		772			392			(629	)		811
Net income attributable to noncontrolling interests		—			—			22			95			—			117

Net income (loss) attributable to HCA Holdings, Inc.	$	694		$	(418	)	$	750		$	297		$	(629	)	$	694

Comprehensive income (loss) attributable to HCA Holdings, Inc.	$	665		$	(425	)	$	752		$	273		$	(600	)	$	665

HCA HOLDINGS, INC.

CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT

FOR THE QUARTER ENDED MARCH 31, 2015

(Dollars in millions)


	HCA Holdings, Inc. Issuer			HCA Inc. Issuer			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations			Condensed Consolidated
Revenues before provision for doubtful accounts	$	—		$	—		$	5,201		$	5,121		$	—		$	10,322
Provision for doubtful accounts		—			—			296			350			—			646

Revenues		—			—			4,905			4,771			—			9,676

Salaries and benefits		—			—			2,217			2,181			—			4,398
Supplies		—			—			854			784			—			1,638
Other operating expenses		6			—			820			891			—			1,717
Electronic health record incentive income		—			—			(13	)		(6	)		—			(19	)
Equity in earnings of affiliates		(623	)		—			(1	)		(18	)		623			(19	)
Depreciation and amortization		—			—			230			243			—			473
Interest expense		46			595			(174	)		(48	)		—			419
Gains on sales of facilities		—			—			(9	)		—			—			(9	)
Management fees		—			—			(178	)		178			—			—

		(571	)		595			3,746			4,205			623			8,598

Income (loss) before income taxes		571			(595	)		1,159			566			(623	)		1,078
Provision (benefit) for income taxes		(20	)		(224	)		428			174			—			358

Net income (loss)		591			(371	)		731			392			(623	)		720
Net income attributable to noncontrolling interests		—			—			23			106			—			129

Net income (loss) attributable to HCA Holdings, Inc.	$	591		$	(371	)	$	708		$	286		$	(623	)	$	591

Comprehensive income (loss) attributable to HCA Holdings, Inc.	$	570		$	(366	)	$	712		$	256		$	(602	)	$	570

HCA HOLDINGS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

MARCH 31, 2016

(Dollars in millions)


	HCA Holdings, Inc. Issuer			HCA Inc. Issuer			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations			Condensed Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1		$	—		$	221		$	630	$	—		$	852
Accounts receivable, net		—			—			3,041			2,839		—			5,880
Inventories		—			—			834			581		—			1,415
Other		—			—			454			600		—			1,054

		1			—			4,550			4,650		—			9,201

Property and equipment, net		—			—			8,267			6,790		—			15,057

Investments of insurance subsidiaries		—			—			—			425		—			425
Investments in and advances to affiliates		24,980			—			18			156		(24,980	)		174
Goodwill and other intangible assets		—			—			1,702			5,011		—			6,713
Other		973			—			19			214		—			1,206

	$	25,954		$	—		$	14,556		$	17,246	$	(24,980	)	$	32,776

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	1		$	—		$	1,199		$	744	$	—		$	1,944
Accrued salaries		—			—			729			580		—			1,309
Other accrued expenses		303			271			450			895		—			1,919
Long-term debt due within one year		—			109			62			55		—			226

		304			380			2,440			2,274		—			5,398

Long-term debt, net		992			28,833			212			291		—			30,328
Intercompany balances		31,677			(10,764	)		(23,936	)		3,023		—			—
Professional liability risks		—			—			—			1,116		—			1,116
Income taxes and other liabilities		537			568			426			402		—			1,933

		33,510			19,017			(20,858	)		7,106		—			38,775
Stockholders’ (deficit) equity attributable to HCA Holdings, Inc.		(7,556	)		(19,017	)		35,280			8,717		(24,980	)		(7,556	)
Noncontrolling interests		—			—			134			1,423		—			1,557

		(7,556	)		(19,017	)		35,414			10,140		(24,980	)		(5,999	)

	$	25,954		$	—		$	14,556		$	17,246	$	(24,980	)	$	32,776

HCA HOLDINGS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2015

(Dollars in millions)


	HCA Holdings, Inc. Issuer			HCA Inc. Issuer			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations			Condensed Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	155		$	586	$	—		$	741
Accounts receivable, net		—			—			2,982			2,907		—			5,889
Inventories		—			—			852			587		—			1,439
Other		223			—			403			537		—			1,163

		223			—			4,392			4,617		—			9,232

Property and equipment, net		—			—			8,328			6,686		—			15,014

Investments of insurance subsidiaries		—			—			—			432		—			432
Investments in and advances to affiliates		24,380			—			14			164		(24,380	)		178
Goodwill and other intangible assets		—			—			1,703			5,028		—			6,731
Other		943			—			19			195		—			1,157

	$	25,546		$	—		$	14,456		$	17,122	$	(24,380	)	$	32,744

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	2		$	—		$	1,375		$	793	$	—		$	2,170
Accrued salaries		—			—			712			521		—			1,233
Other accrued expenses		172			340			458			910		—			1,880
Long-term debt due within one year		—			114			65			54		—			233

		174			454			2,610			2,278		—			5,516

Long-term debt, net		984			28,756			226			289		—			30,255
Intercompany balances		31,432			(11,171	)		(23,435	)		3,174		—			—
Professional liability risks		—			—			—			1,115		—			1,115
Income taxes and other liabilities		555			548			417			384		—			1,904

		33,145			18,587			(20,182)			7,240		—			38,790
Stockholders’ (deficit) equity attributable to HCA Holdings, Inc.		(7,599	)		(18,587	)		34,510			8,457		(24,380	)		(7,599	)
Noncontrolling interests		—			—			128			1,425		—			1,553

		(7,599)			(18,587)			34,638			9,882		(24,380)			(6,046)

	$	25,546		$	—		$	14,456		$	17,122	$	(24,380	)	$	32,744

HCA HOLDINGS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE QUARTER ENDED MARCH 31, 2016

(Dollars in millions)


	HCA Holdings, Inc. Issuer			HCA Inc. Issuer			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations			Condensed Consolidated
Cash flows from operating activities:
Net income (loss)	$	694		$	(418	)	$	772		$	392		$	(629	)	$	811
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities		(36	)		(67	)		(740	)		(303	)		—			(1,146	)
Provision for doubtful accounts		—			—			494			296			—			790
Depreciation and amortization		—			—			227			252			—			479
Income taxes		360			—			—			—			—			360
Losses (gains) on sales of facilities		—			—			2			(1	)		—			1
Legal claim costs		—			12			—			—			—			12
Amortization of debt issuance costs		—			10			—			—			—			10
Share-based compensation		—			—			65			—			—			65
Equity in earnings of affiliates		(629	)		—			—			—			629			—
Other		19			—			(4	)		2			—			17

Net cash provided by (used in) operating activities		408			(463	)		816			638			—			1,399

Cash flows from investing activities:
Purchase of property and equipment		—			—			(161	)		(348	)		—			(509	)
Acquisition of hospitals and health care entities		—			—			—			(9	)		—			(9	)
Disposition of hospitals and health care entities		—			—			—			4			—			4
Change in investments		—			—			—			11			—			11
Other		—			—			—			7			—			7

Net cash used in investing activities		—			—			(161	)		(335	)		—			(496	)

Cash flows from financing activities:
Issuance of long-term debt		—			3,000			—			—			—			3,000
Net change in revolving credit facilities		—			(930	)		—			—			—			(930	)
Repayment of long-term debt		—			(1,980	)		(17	)		(14	)		—			(2,011	)
Distributions to noncontrolling interests		—			—			(16	)		(95	)		—			(111	)
Payment of debt issuance costs		—			(22	)		—			—			—			(22	)
Repurchases of common stock		(621	)		—			—			—			—			(621	)
Changes in intercompany balances with affiliates, net		311			395			(556	)		(150	)		—			—
Other		(97	)		—			—			—			—			(97	)

Net cash (used in) provided by financing activities		(407	)		463			(589	)		(259	)		—			(792	)

Change in cash and cash equivalents		1			—			66			44			—			111
Cash and cash equivalents at beginning of period		—			—			155			586			—			741

Cash and cash equivalents at end of period	$	1		$	—		$	221		$	630		$	—		$	852

HCA HOLDINGS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE QUARTER ENDED MARCH 31, 2015

(Dollars in millions)


	HCA Holdings, Inc. Issuer			HCA Inc. Issuer			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations			Condensed Consolidated
Cash flows from operating activities:
Net income (loss)	$	570		$	(371	)	$	731		$	392		$	(602	)	$	720
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities		17			(79	)		(739	)		(512	)		—			(1,313	)
Provision for doubtful accounts		—			—			296			350			—			646
Depreciation and amortization		—			—			230			243			—			473
Income taxes		438			—			—			—			—			438
Gains on sales of facilities		—			—			(9	)		—			—			(9	)
Amortization of debt issuance costs		1			9			—			—			—			10
Share-based compensation		—			—			48			—			—			48
Equity in earnings of affiliates		(602	)		—			—			—			602			—
Other		16			—			—			(11	)		—			5

Net cash provided by (used in) operating activities		440			(441	)		557			462			—			1,018

Cash flows from investing activities:
Purchase of property and equipment		—			—			(182	)		(264	)		—			(446	)
Acquisition of hospitals and health care entities		—			—			(10	)		(18	)		—			(28	)
Disposition of hospitals and health care entities		—			—			14			1			—			15
Change in investments		—			—			6			16			—			22
Other		—			—			—			5			—			5

Net cash used in investing activities		—			—			(172	)		(260	)		—			(432	)

Cash flows from financing activities:
Issuance of long-term debt		—			1,000			—			—			—			1,000
Net change in revolving credit facilities		—			(260	)		—			—			—			(260	)
Repayment of long-term debt		—			(771	)		(12	)		(8	)		—			(791	)
Distributions to noncontrolling interests		—			—			(32	)		(100	)		—			(132	)
Payment of debt issuance costs		—			(11	)		—			—			—			(11	)
Repurchases of common stock		(366	)		—			—			—			—			(366	)
Changes in intercompany balances with affiliates, net		(68	)		483			(317	)		(98	)		—			—
Other		(6	)		—			—			—			—			(6	)

Net cash (used in) provided by financing activities		(440	)		441			(361	)		(206	)		—			(566	)

Change in cash and cash equivalents		—			—			24			(4	)		—			20
Cash and cash equivalents at beginning of period		—			—			87			479			—			566

Cash and cash equivalents at end of period	$	—		$	—		$	111		$	475		$	—		$	586