(Mark One)
|
||
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2010 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 75-2497104 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
One Park Plaza
Nashville, Tennessee (Address of principal executive offices) |
37203
(Zip Code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Class of Common Stock
|
Outstanding at October 31, 2010
|
|
Voting common stock, $.01 par value | 94,644,700 shares |
2
14
33
43
CONDENSED CONSOLIDATED INCOME
STATEMENTS
FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND
2009
Unaudited
(Dollars in millions, except per share amounts)
Quarter
Nine Months
2010
2009
2010
2009
$
7,647
$
7,533
$
22,947
$
22,447
3,134
3,013
9,282
8,880
1,234
1,206
3,685
3,627
1,268
1,184
3,696
3,410
721
910
2,073
2,583
(67
)
(53
)
(210
)
(182
)
352
354
1,062
1,067
525
510
1,571
1,487
2
2
8
10
3
119
16
7,179
7,127
21,280
20,896
468
406
1,667
1,551
143
132
488
480
325
274
1,179
1,071
82
78
255
233
$
243
$
196
$
924
$
838
$
2.57
$
2.07
$
9.80
$
8.88
$
2.49
$
2.04
$
9.55
$
8.75
94,642
94,453
94,293
94,409
97,454
95,843
96,718
95,761
3
Table of Contents
4
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2010 AND 2009
Unaudited
(Dollars in millions)
2010
2009
$
1,179
$
1,071
(1,927
)
(2,136
)
2,073
2,583
1,062
1,067
(10
)
(485
)
2
8
119
16
60
60
24
21
58
29
52
2,611
2,315
(860
)
(915
)
(35
)
(42
)
26
39
473
113
(
2
)
(2
)
(398
)
(807
)
1,387
2,979
1,035
(1,125
)
(2,020
)
(3,050
)
(282
)
(254
)
(25
)
(68
)
(2,251
)
8
(12
)
(2,148
)
(1,530
)
65
(22
)
312
465
$
377
$
443
$
1,399
$
1,154
$
498
$
965
5
Table of Contents
NOTE 1
INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2
INCOME
TAXES
6
Table of Contents
NOTE 2
INCOME
TAXES (continued)
NOTE 3
EARNINGS
PER SHARE
Quarter
Nine Months
2010
2009
2010
2009
$
243
$
196
$
924
$
838
94,642
94,453
94,293
94,409
2,812
1,390
2,425
1,352
97,454
95,843
96,718
95,761
$
2.57
$
2.07
$
9.80
$
8.88
$
2.49
$
2.04
$
9.55
$
8.75
7
Table of Contents
NOTE 4
INVESTMENTS
OF INSURANCE SUBSIDIARY
September 30, 2010
Unrealized
Amortized
Amounts
Fair
Cost
Gains
Losses
Value
$
311
$
17
$
$
328
261
(1
)
260
27
1
(1
)
27
175
175
774
18
(2
)
790
8
1
(1
)
8
$
782
$
19
$
(3
)
798
(133
)
$
665
December 31, 2009
Unrealized
Amortized
Amounts
Fair
Cost
Gains
Losses
Value
$
668
$
30
$
(3
)
$
695
401
(5
)
396
43
(1
)
42
176
176
1,288
30
(9
)
1,309
8
1
(2
)
7
$
1,296
$
31
$
(11
)
1,316
(150
)
$
1,166
8
Table of Contents
NOTE 4
INVESTMENTS
OF INSURANCE SUBSIDIARY (continued)
Amortized
Fair
Cost
Value
$
191
$
191
153
161
126
134
16
17
486
503
261
260
27
27
$
774
$
790
NOTE 5
LONG-TERM
DEBT
September 30,
December 31,
2010
2009
$
1,750
$
715
7,566
8,987
4,073
2,682
331
362
13,720
12,746
4,501
4,500
1,578
1,578
6,079
6,078
6,280
6,846
26,079
25,670
696
846
$
25,383
$
24,824
9
Table of Contents
NOTE 5
LONG-TERM
DEBT (continued)
NOTE 6
FINANCIAL
INSTRUMENTS
Notional
Fair
Amount
Maturity Date
Value
$
7,100
November 2011
$
(353
)
3,000
December 2016
(199
)
Notional
Fair
Amount
Maturity Date
Value
$
500
March 2011
$
(6
)
500
March 2011
900
November 2011
(44
)
900
November 2011
4
10
Table of Contents
NOTE 6
FINANCIAL
INSTRUMENTS (continued)
Notional
Fair
Amount
Maturity Date
Value
351 Euro
December 2011
$
49
Notional
Fair
Amount
Maturity Date
Value
100 GBP
November 2010
$
(19
)
Location of Loss
Amount of Loss
Amount of Loss
Reclassified from
Reclassified from
Recognized in OCI on
Accumulated OCI
Accumulated OCI
Derivatives, Net of Tax
into Operations
into Operations
$
219
Interest expense
$
278
4
Interest expense
$
223
$
278
Location of Loss
Amount of Loss
Recognized in
Recognized in
Operations on
Operations on
Derivatives
Derivatives
Other operating expenses
$
2
Other operating expenses
30
NOTE 7
ASSETS
AND LIABILITIES MEASURED AT FAIR VALUE
11
Table of Contents
NOTE 7
ASSETS
AND LIABILITIES MEASURED AT FAIR
VALUE (continued)
12
Table of Contents
NOTE 7
ASSETS
AND LIABILITIES MEASURED AT FAIR
VALUE (continued)
September 30, 2010
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)
$
328
$
$
328
$
260
260
27
27
175
175
790
175
355
260
8
2
5
1
798
177
360
261
(133
)
(133
)
$
665
$
44
$
360
$
261
$
49
$
$
49
$
$
598
$
$
598
$
19
19
13
Table of Contents
NOTE 7
ASSETS
AND LIABILITIES MEASURED AT FAIR
VALUE (continued)
December 31, 2009
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)
$
695
$
$
695
$
396
396
42
42
176
176
1,309
176
737
396
7
2
4
1
1,316
178
741
397
(150
)
(150
)
$
1,166
$
28
$
741
$
397
$
79
$
$
79
$
$
528
$
$
528
$
13
13
$
397
4
(140
)
$
261
NOTE 8
CONTINGENCIES
Table of Contents
NOTE 8
CONTINGENCIES (continued)
NOTE 9
COMPREHENSIVE
INCOME AND CAPITAL STRUCTURE
Quarter
Nine Months
2010
2009
2010
2009
$
243
$
196
$
924
$
838
(15
)
(31
)
(41
)
23
3
32
(4
)
47
20
(10
)
(7
)
22
3
2
8
7
$
254
$
189
$
880
$
937
September 30,
December 31,
2010
2009
$
(396
)
$
(355
)
10
14
(10
)
(3
)
(98
)
(106
)
$
(494
)
$
(450
)
15
Table of Contents
NOTE 9
COMPREHENSIVE
INCOME AND CAPITAL STRUCTURE (continued)
Equity (Deficit) Attributable to HCA Inc.
Capital in
Accumulated
Equity
Common Stock
Excess of
Other
Attributable to
Shares
Par
Par
Comprehensive
Retained
Noncontrolling
(000)
Value
Value
Loss
Deficit
Interests
Total
94,637
$
1
$
226
$
(450
)
$
(8,763
)
$
1,008
$
(7,978
)
924
255
1,179
(44
)
(44
)
(2,251
)
(282
)
(2,533
)
7
67
67
31
36
67
94,644
$
1
$
324
$
(494
)
$
(10,090
)
$
1,017
$
(9,242
)
NOTE 10
SEGMENT
AND GEOGRAPHIC INFORMATION
16
Table of Contents
NOTE 10
SEGMENT
AND GEOGRAPHIC INFORMATION (continued)
17
Table of Contents
NOTE 10
SEGMENT
AND GEOGRAPHIC INFORMATION (continued)
Quarter
Nine Months
2010
2009
2010
2009
$
1,806
$
1,823
$
5,406
$
5,431
2,251
2,191
6,757
6,647
3,345
3,291
10,055
9,720
245
228
729
649
$
7,647
$
7,533
$
22,947
$
22,447
$
(1
)
$
$
(2
)
$
(2
)
(1
)
(1
)
(2
)
(2
)
(67
)
(53
)
(207
)
(179
)
2
1
1
1
$
(67
)
$
(53
)
$
(210
)
$
(182
)
$
289
$
328
$
955
$
1,023
360
312
1,192
1,085
737
666
2,306
2,111
(29
)
(33
)
(32
)
(90
)
$
1,357
$
1,273
$
4,421
$
4,129
$
89
$
88
$
266
$
264
87
91
267
274
146
144
433
434
30
31
96
95
$
352
$
354
$
1,062
$
1,067
$
1,357
$
1,273
$
4,421
$
4,129
352
354
1,062
1,067
525
510
1,571
1,487
2
2
8
10
3
119
16
$
468
$
406
$
1,667
$
1,551
18
Table of Contents
NOTE 11
ACQUISITIONS,
DISPOSITIONS AND IMPAIRMENTS OF LONG-LIVED ASSETS
19
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE QUARTER ENDED SEPTEMBER 30, 2010
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
$
4,415
$
3,232
$
$
7,647
1,829
1,305
3,134
698
536
1,234
1
678
589
1,268
452
269
721
(680
)
(27
)
(40
)
680
(67
)
196
156
352
685
(139
)
(21
)
525
2
2
5
5
10
(118
)
118
6
3,574
2,919
680
7,179
(6
)
841
313
(680
)
468
(249
)
303
89
143
243
538
224
(680
)
325
4
78
82
$
243
$
534
$
146
$
(680
)
$
243
20
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL
INFORMATION (continued)
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE QUARTER ENDED SEPTEMBER 30, 2009
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
$
4,387
$
3,146
$
$
7,533
1,796
1,217
3,013
701
505
1,206
1
634
549
1,184
577
333
910
(560
)
(19
)
(34
)
560
(53
)
196
158
354
608
(83
)
(15
)
510
2
1
3
(116
)
116
49
3,688
2,830
560
7,127
(49
)
699
316
(560
)
406
(245
)
273
104
132
196
426
212
(560
)
274
13
65
78
$
196
$
413
$
147
$
(560
)
$
196
21
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL
INFORMATION (continued)
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
$
13,268
$
9,679
$
$
22,947
5,464
3,818
9,282
2,112
1,573
3,685
4
1,981
1,711
3,696
1,309
764
2,073
(2,236
)
(82
)
(128
)
2,236
(210
)
588
474
1,062
2,001
(376
)
(54
)
1,571
2
2
58
61
119
(356
)
356
(231
)
10,698
8,577
2,236
21,280
231
2,570
1,102
(2,236
)
1,667
(693
)
875
306
488
924
1,695
796
(2,236
)
1,179
33
222
255
$
924
$
1,662
$
574
$
(2,236
)
$
924
22
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL
INFORMATION (continued)
CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
$
13,200
$
9,247
$
$
22,447
5,311
3,569
8,880
2,134
1,493
3,627
13
1,870
1,527
3,410
1,631
952
2,583
(1,939
)
(67
)
(115
)
1,939
(182
)
592
475
1,067
1,733
(219
)
(27
)
1,487
6
2
8
15
1
16
(347
)
347
(193
)
10,926
8,224
1,939
20,896
193
2,274
1,023
(1,939
)
1,551
(645
)
816
309
480
838
1,458
714
(1,939
)
1,071
39
194
233
$
838
$
1,419
$
520
$
(1,939
)
$
838
23
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL
INFORMATION (continued)
CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2010
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
$
92
$
285
$
$
377
2,142
1,494
3,636
494
321
815
1,045
1,045
133
172
373
678
1,178
2,900
2,473
6,551
6,742
4,394
11,136
665
665
245
612
857
1,635
975
2,610
371
371
24,066
(24,066
)
890
25
148
1,063
$
26,505
$
11,547
$
9,267
$
(24,066
)
$
23,253
$
$
729
$
525
$
$
1,254
630
377
1,007
393
354
626
1,373
654
11
31
696
1,047
1,724
1,559
4,330
25,013
105
265
25,383
9,560
(12,264
)
2,704
1,027
1,027
1,000
420
191
1,611
36,620
(10,015
)
5,746
32,351
144
144
(10,259
)
21,449
2,617
(24,066
)
(10,259
)
113
904
1,017
(10,259
)
21,562
3,521
(24,066
)
(9,242
)
$
26,505
$
11,547
$
9,267
$
(24,066
)
$
23,253
24
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL
INFORMATION (continued)
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2009
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
$
95
$
217
$
$
312
2,135
1,557
3,692
489
313
802
1,192
1,192
81
148
350
579
1,273
2,867
2,437
6,577
7,034
4,393
11,427
1,166
1,166
244
609
853
1,641
936
2,577
418
418
21,830
(21,830
)
963
19
131
1,113
$
24,484
$
11,805
$
9,672
$
(21,830
)
$
24,131
$
$
908
$
552
$
$
1,460
542
307
849
282
293
583
1,158
802
9
35
846
1,084
1,752
1,477
4,313
24,427
103
294
24,824
6,636
(10,387
)
3,751
1,057
1,057
1,176
421
171
1,768
33,323
(8,111
)
6,750
31,962
147
147
(8,986
)
19,787
2,043
(21,830
)
(8,986
)
129
879
1,008
(8,986
)
19,916
2,922
(21,830
)
(7,978
)
$
24,484
$
11,805
$
9,672
$
(21,830
)
$
24,131
25
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL
INFORMATION (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
924
$
1,695
$
796
$
(2,236
)
$
1,179
111
(1,358
)
(680
)
(1,927
)
1,309
764
2,073
588
474
1,062
(10
)
(10
)
2
2
58
61
119
60
60
24
24
(2,236
)
2,236
29
29
(1,098
)
2,292
1,417
2,611
(338
)
(522
)
(860
)
(21
)
(14
)
(35
)
24
2
26
1
472
473
(2
)
(2
)
(334
)
(64
)
(398
)
1,387
1,387
1,035
1,035
(1,956
)
(16
)
(48
)
(2,020
)
(49
)
(233
)
(282
)
2,913
(1,896
)
(1,017
)
(25
)
(25
)
(2,251
)
(2,251
)
(5
)
13
8
1,098
(1,961
)
(1,285
)
(2,148
)
(3
)
68
65
95
217
312
$
$
92
$
285
$
$
377
26
Table of Contents
NOTE 12
SUPPLEMENTAL
CONDENSED CONSOLIDATING FINANCIAL
INFORMATION (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Dollars in millions)
Subsidiary
Parent
Subsidiary
Non-
Condensed
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
838
$
1,458
$
714
$
(1,939
)
$
1,071
201
(1,475
)
(862
)
(2,136
)
1,631
952
2,583
592
475
1,067
(485
)
(485
)
6
2
8
15
1
16
60
60
21
21
58
58
(1,939
)
1,939
42
5
5
52
(1,204
)
2,232
1,287
2,315
(522
)
(393
)
(915
)
(38
)
(4
)
(42
)
18
21
39
9
104
113
(18
)
16
(2
)
(551
)
(256
)
(807
)
2,979
2,979
(1,125
)
(1,125
)
(2,960
)
(6
)
(84
)
(3,050
)
(58
)
(196
)
(254
)
2,397
(1,643
)
(754
)
(68
)
(68
)
(19
)
7
(12
)
1,204
(1,707
)
(1,027
)
(1,530
)
(26
)
4
(22
)
134
331
465
$
$
108
$
335
$
$
443
27
Table of Contents
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
29
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Quarter
Nine Months
2010
2009
2010
2009
$
721
$
910
$
2,073
$
2,583
1,178
747
3,285
1,969
586
541
1,730
1,617
$
2,485
$
2,198
$
7,088
$
6,169
30
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Quarter
Nine Months
2010
2009
2010
2009
33
%
32
%
34
%
34
%
10
10
10
10
9
9
9
9
8
8
8
7
33
34
32
33
7
7
7
7
100
%
100
%
100
%
100
%
Quarter
Nine Months
2010
2009
2010
2009
31
%
29
%
31
%
31
%
9
8
9
8
9
8
9
8
4
4
4
4
43
45
44
44
4
6
3
5
100
%
100
%
100
%
100
%
31
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Quarter
2010
2009
Amount
Ratio
Amount
Ratio
$
7,647
100.0
$
7,533
100.0
3,134
41.0
3,013
40.0
1,234
16.1
1,206
16.0
1,268
16.6
1,184
15.7
721
9.4
910
12.1
(67
)
(0.9
)
(53
)
(0.7
)
352
4.7
354
4.7
525
6.9
510
6.8
2
10
0.1
3
7,179
93.9
7,127
94.6
468
6.1
406
5.4
143
1.9
132
1.8
325
4.2
274
3.6
82
1.0
78
1.0
$
243
3.2
$
196
2.6
1.5
%
7.6
%
15.2
91.5
24.3
126.0
(1.0
)
2.7
0.4
4.7
1.1
2.7
1.6
7.7
(0.6
)
2.7
0.7
4.8
0.8
2.8
32
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Nine Months
2010
2009
Amount
Ratio
Amount
Ratio
$
22,947
100.0
$
22,447
100.0
9,282
40.4
8,880
39.6
3,685
16.1
3,627
16.2
3,696
16.1
3,410
15.1
2,073
9.0
2,583
11.5
(210
)
(0.9
)
(182
)
(0.8
)
1,062
4.7
1,067
4.8
1,571
6.8
1,487
6.6
2
8
119
0.5
16
0.1
21,280
92.7
20,896
93.1
1,667
7.3
1,551
6.9
488
2.2
480
2.1
1,179
5.1
1,071
4.8
255
1.1
233
1.1
$
924
4.0
$
838
3.7
2.2
%
6.3
%
7.5
96.1
10.3
110.9
(0.3
)
0.8
0.9
3.3
1.3
2.9
2.3
6.7
1.2
1.1
3.8
1.2
2.8
(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 revenues and gross outpatient revenues and then
dividing the resulting amount by gross inpatient revenues. The
equivalent admissions computation equates outpatient
revenues 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.
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Operating Measures on a Cash Revenues Basis
(Dollars in millions)
Quarter
2010
2009
Non-GAAP % of
GAAP % of
Non-GAAP % of
GAAP % of
Cash Revenues
Revenues
Cash Revenues
Revenues
Amount
Ratios(b)
Ratios(b)
Amount
Ratios(b)
Ratios(b)
$
7,647
100.0
$
7,533
100.0
721
910
6,926
100.0
6,623
100.0
3,134
45.2
41.0
3,013
45.5
40.0
1,234
17.8
16.1
1,206
18.2
16.0
1,268
18.4
16.6
1,184
17.9
15.7
1.5
%
4.6
1.1
4.1
Nine Months
2010
2009
Non-GAAP % of
GAAP % of
Non-GAAP % of
GAAP % of
Cash Revenues
Revenues
Cash Revenues
Revenues
Amount
Ratios(b)
Ratios(b)
Amount
Ratios(b)
Ratios(b)
$
22,947
100.0
$
22,447
100.0
2,073
2,583
20,874
100.0
19,864
100.0
9,282
44.5
40.4
8,880
44.7
39.6
3,685
17.7
16.1
3,627
18.3
16.2
3,696
17.6
16.1
3,410
17.1
15.1
2.2
%
5.1
1.3
4.2
(a)
Cash revenues is defined as
reported revenues less the provision for doubtful accounts. We
use cash revenues as an analytical indicator for purposes of
assessing the effect of uninsured patient volumes, adjusted for
the effect of both the revenue deductions related to uninsured
accounts (charity care and uninsured discounts) and the
provision for doubtful accounts (which relates primarily to
uninsured accounts), on our revenues and certain operating
expenses, as a percentage of cash revenues. Variations in the
revenue deductions related to uninsured accounts generally have
the inverse effect on the provision for doubtful accounts. We
increased our uninsured discount percentages during August 2009
and the resulting effects, for the third quarter and first nine
months of 2010, were increases in uninsured discounts of
$431 million and $1.316 billion, respectively, and
declines in the provision for doubtful accounts of
$189 million and $510 million, respectively, compared
to the same periods for 2009. Cash revenues is commonly used as
an analytical indicator within the health care industry. Cash
revenues should not be considered as a measure of financial
performance under generally accepted accounting principles.
Because cash revenues is not a measurement determined in
accordance with generally accepted accounting principles and is
thus susceptible to varying calculations, cash revenues, as
presented, may not be comparable to other similarly titled
measures of other health care companies.
(b)
Salaries and benefits, supplies and
other operating expenses, as a percentage of cash revenues (a
non-GAAP financial measure), present the impact on these ratios
due to the adjustment of deducting the provision for doubtful
accounts from reported revenues and results in these ratios
being non-GAAP financial measures. We believe these non-GAAP
financial measures are useful to investors to provide
disclosures of our results of operations on the same basis as
that used by management. Management uses this information to
compare certain operating expense categories as a percentage of
cash revenues. Management finds this information useful to
evaluate certain expense category trends without the influence
of whether adjustments related to revenues for uninsured
accounts are recorded as revenue adjustments (charity care and
uninsured discounts) or operating expenses (provision for
doubtful accounts), and thus the expense category trends are
generally analyzed as a percentage of cash revenues. These
non-GAAP financial measures should not be considered
alternatives to GAAP financial measures. We believe this
supplemental information provides management and the users of
our financial statements with useful information for
period-to-period
comparisons. Investors are encouraged to use GAAP measures when
evaluating our overall financial performance.
34
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
35
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
36
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
37
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
38
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
39
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
40
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
41
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
2010
2009
154
155
154
155
154
155
155
98
97
98
97
96
97
97
38,719
38,763
38,636
38,793
38,636
38,829
38,839
38,687
38,811
38,607
38,817
38,645
38,829
38,843
38,825
21,696
21,701
20,418
20,577
19,848
20,087
20,256
20,650
398,900
396,200
385,200
387,400
383,800
387,600
385,300
1,556,500
42
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
2010
2009
615,500
610,200
617,900
609,900
617,700
615,100
603,800
2,439,000
4.9
4.9
4.8
4.8
4.8
4.8
4.8
4.8
1,367,100
1,359,700
1,436,200
1,398,000
1,457,100
1,441,200
1,394,600
5,593,500
190,700
194,400
198,600
200,200
194,100
199,100
200,900
794,600
122,500
122,600
121,800
124,400
121,600
125,300
122,200
494,500
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
2010
2009
46
47
44
45
44
43
45
45
$
31,054
$
28,742
30,731
28,500
30,647
28,340
30,100
115,682
36
%
38
%
38
%
39
%
38
%
38
%
36
%
38
%
8
8
8
8
8
8
8
8
8
8
8
8
8
8
2,369
2,367
2,369
2,369
2,369
2,369
2,369
44
Table of Contents
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
% of Accounts Receivable
Under 91 Days
91 180 Days
Over 180 Days
13
%
1
%
1
%
19
4
4
19
7
32
51
%
12
%
37
%
(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 revenues and gross outpatient revenues and then
dividing the resulting amount by gross inpatient revenues. The
equivalent admissions computation equates outpatient
revenues 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.
(n)
Accounts receivable aging data is based upon consolidated gross
accounts receivable of $7.933 billion (each 1% is
equivalent to approximately $79.33 million of gross
accounts receivable).
45
Table of Contents
ITEM 3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.
CONTROLS
AND PROCEDURES
Item 1:
Legal
Proceedings
46
Table of Contents
Item 1A:
Risk
Factors
47
Table of Contents
Item 2:
Unregistered
Sales of Equity Securities and Use of Proceeds
Approximate
Total Number
Dollar Value of
of Shares
Shares That
Purchased as
May Yet Be
Part of
Purchased
Publicly
Under Publicly
Total Number
Announced
Announced
of Shares
Average Price
Plans or
Plans or
Purchased
Paid per Share
Programs
Programs
60
$
114.00
$
60
$
114.00
$
Item 5:
Other
Information
Item 6:
Exhibits
Amended and Restated Joinder Agreement No. 1, dated as of
November 8, 2010, among HCA Inc., the lending institutions
from time to time parties thereto, and Bank of America, N.A., as
Administrative Agent and as Collateral Agent.
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of
Sarbanes-Oxley
Act of 2002.
48
Table of Contents
By:
49
1. | Establishment of Replacement-1 Revolving Credit Facility . |
-1-
-2-
Status | Applicable ABR Margin | |||
Level I Status
|
1.75 | % | ||
Level II Status
|
1.50 | % | ||
Level III Status
|
1.00 | % | ||
Level IV Status
|
0.75 | % |
-3-
Status | Applicable LIBOR Margin | |||
Level I Status
|
2.75 | % | ||
Level II Status
|
2.50 | % | ||
Level III Status
|
2.00 | % | ||
Level IV Status
|
1.75 | % |
Status | Commitment Fee Rate | ||||
Level I Status
|
0.50 | % | |||
Level II Status
|
0.375 | % | |||
Level III Status
|
0.375 | % | |||
Level IV Status
|
0.375 | % |
(v) | The Replacement-1 Revolving Credit Facility shall become effective and be available during the Replacement-1 Revolving Commitment Period and Commitment Fees shall commence accruing on the Available Commitment under the Replacement-1 Revolving Credit Facility on the Replacement-1 Revolving Credit Commitment Effective Date. | ||
(vi) | Subject to the satisfaction of the conditions set forth in Section 2 of this Agreement, the Company may designate any Letters of Credit outstanding under the Revolving Credit Facility immediately prior to the Replacement-1 Revolving Credit Commitment Effective Date to automatically be deemed to be issued and outstanding under the Replacement-1 Revolving Credit Facility from and after the Replacement-1 Revolving Credit Commitment Effective Date. | ||
(vii) | The Credit Agreement will be amended as (and at such time and in the manner) provided in Section 3 of Extension Amendment No. 1 to the Credit Agreement, dated as of April 6, 2010 and each of the Replacement-1 |
-4-
Revolving Credit Lenders hereby acknowledges, agrees and consents to each such amendment contained therein. |
2. | Effectiveness of Replacement-1 Revolving Credit Commitments . The Replacement-1 Revolving Credit Commitments shall become effective, on the first date (the Replacement-1 Revolving Credit Commitment Effective Date ) on or prior to November 17, 2012 on which each of the following conditions has been satisfied: |
(a) | the Administrative Agent shall have received executed signature pages to this Agreement from each of the Replacement-1 Revolving Credit Lenders, the Swingline Lender, each Letter of Credit Issuer and each Credit Party; | ||
(b) | the Revolving Credit Termination Date shall have occurred with respect to the Revolving Credit Facility (or will occur concurrently with the Replacement-1 Revolving Credit Commitment Effective Date); | ||
(c) | either (i) the Company shall have received all or a portion of the proceeds (including by way of contribution) from an initial public offering of common stock of the Company or its direct or indirect parent company, as the case may be (the IPO Proceeds Condition ) or (ii) May 17, 2012 shall have occurred; | ||
(d) | the Company shall have paid an upfront fee to the Administrative Agent for the account of each Replacement-1 Revolving Credit Lender listed on Schedule A hereto that is indicated to be entitled to upfront fees on such Schedule, on the Replacement-1 Revolving Credit Commitment Effective Date, equal to 0.125% of its Replacement-1 Revolving Credit Commitment (as set forth on Schedule A); | ||
(e) | (i) the conditions to each credit extension set forth in Section 7.1 of the Credit Agreement shall be satisfied on such date and (ii) no termination of any Commitments or acceleration of any of the Obligations shall have previously occurred pursuant to Section 11 of the Credit Agreement and (iii) the Administrative Agent shall have received a certificate of a responsible officer of the Company stating that the condition set forth in subclause (i) has been satisfied; | ||
(f) | the Administrative Agent shall have received with respect to each Mortgaged Property subject to a Mortgage by any U.S. Credit Party, a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination (together with (y) a notice about special flood hazard area status and flood disaster assistance duly executed by the Company and each U.S. Credit Party relating thereto and (z) evidence of insurance with respect to the Mortgaged Properties in form and substance reasonably satisfactory to the Administrative Agent; and |
-5-
(g) | the Administrative Agent shall have received from the Company an opinion of counsel from Simpson Thacher & Bartlett LLP reasonably acceptable to the Administrative Agent covering customary matters with respect to this Agreement. |
3. | Acknowledgements . Each Replacement-1 Revolving Credit Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Replacement-1 Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Replacement-1 Revolving Credit Lender. | |
4. | Credit Agreement Governs . Except as otherwise set forth in this Agreement, the Replacement-1 Revolving Credit Facility shall otherwise be subject to the applicable provisions of the Credit Agreement and the other Credit Documents (after giving effect to the deemed applicability to such Replacement-1 Revolving Credit Facility (and related defined terms) of references to the Revolving Credit Facility (and related defined terms) pursuant to Section 2(b) above). Each Replacement-1 Revolving Credit Lender acknowledges its receipt of a copy of, agrees to be bound by the terms of, the Loss Sharing Agreement, dated as of November 17, 2006, by and among the Lenders and the Administrative Agent, to the same extent as though it were an original signatory thereto. | |
5. | Borrowers Certifications . By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and such Borrower hereby certifies that: |
(i) | The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; and | ||
(ii) | No event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default. |
-6-
6. | Tax Forms . Each Replacement-1 Revolving Credit Lender that is not a Lender under the Existing Credit Agreement hereby agrees to deliver herewith to the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Replacement-1 Revolving Credit Lender may be required to deliver to the Administrative Agent pursuant to Section 5.4(d) and/or Section 5.4(e) of the Credit Agreement. | |
7. | Recordation of the Replacement Revolving Credit Facility . On the Replacement-1 Revolving Credit Commitment Effective Date, the Administrative Agent will make such recordings and other modifications or updates to the Register as are necessary to give effect to and to reflect the Replacement-1 Revolving Credit Facility and the existence and respective holders of the Replacement-1 Revolving Commitments thereunder as of such date as provided for herein. In the event that prior to the Replacement-1 Revolving Credit Commitment Effective Date, any Replacement-1 Revolving Credit Lender (an Assigning Lender ) assigns all or a portion of its Revolving Credit Commitment to an assignee (an Assignee Lender ) in accordance with the requirements of Section 14.6 of the Credit Agreement (including, after obtaining the receipt of any consent(s) required therefor), the parties hereby agree such assignment shall also constitute an assignment of a corresponding portion of the Assigning Lenders Replacement-1 Revolving Commitment to the Assignee Lender and, upon the effectiveness of such assignment of a Revolving Credit Commitment, the Administrative Agent, the Assigning Lender, the Assignee Lender and the Parent Borrower shall enter into an amendment to this Agreement to reflect the assignment and assumption of the Replacement-1 Revolving Credit Commitment so assigned. | |
8. | Post-Effectiveness Covenant . |
(i) | amendments to each Mortgage to which a U.S. Credit Party is then party (except to the extent the Administrative Agent determines such amendment is not required) for purposes of providing the benefit of the security interest of such Mortgage for the benefit of the Replacement-1 Revolving Credit Lenders on substantially the same basis as is provided under the U.S. Security Agreement and U.S. Pledge Agreement (and with such other changes as are reasonably acceptable to the Collateral Agent and the Company); | ||
(ii) | executed legal opinions, in form and substance reasonably satisfactory to the Administrative Agent, with respect to such amended Mortgages; and | ||
(iii) | with respect to each amended Mortgage, a date-down or modification endorsement to the policy or policies of title insurance insuring the Lien of each Mortgage, issued by a nationally recognized title insurance company insuring the Lien of each amended Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except as ex- |
-7-
pressly permitted by Section 10.2 of the Credit Agreement or consented to by the Administrative Agent, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request having the effect of a valid, issued and binding title insurance policy. |
9. | Effect of Restatement; Amendment, Modification and Waiver . Effective upon the execution and delivery of this Agreement by each Replacement 1-Revolving Credit Lender listed on Schedule A hereto and each of the other parties listed on the signature pages hereto, this Agreement shall supersede the Original Joinder Agreement No. 1 in its entirety and the Original Joinder Agreement No. 1 shall be of no further force and effect. Except as contemplated by Section 7, this Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. | |
10. | Entire Agreement . This Agreement, the Existing Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. | |
11. | GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. | |
12. | Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. | |
13. | Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. |
-8-
BANK OF AMERICA, N.A.
|
||||
By: | /s/ David H. Strickert | |||
Name: | David H. Strickert | |||
Title: | Senior Vice President | |||
-9-
HCA INC.
|
||||
By: | /s/ David G. Anderson | |||
Name: | David G. Anderson | |||
Title: |
Senior Vice President
Finance and Treasurer |
|||
HCA UK CAPITAL LIMITED
|
||||
By: | /s/ James Petkas | |||
Name: | James Petkas | |||
Title: | Chief Financial Officer | |||
Each of the U.S. GUARANTORS listed on Schedule
II hereto |
||||
By: | /s/ John M. Franck II | |||
Name: | John M. Franck II | |||
Title: |
Vice President and
Assistant Secretary |
|||
EXECUTED by
|
) | |||||||||
HCA UK HOLDINGS LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
HCA UK CAPITAL LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
HCA UK SERVICES LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
HCA INTERNATIONAL
|
) | |||||||||
HOLDINGS LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
HCA UK INVESTMENTS
|
) | |||||||||
LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst |
EXECUTED by
|
) | |||||||||
THE HARLEY STREET
|
) | |||||||||
CANCER CLINIC LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
HCA INTERNATIONAL
|
) | |||||||||
LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
HCA UK LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
ST MARTINS LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
ST MARTINS HEALTHCARE
|
) | |||||||||
LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst | ||||||||
|
||||||||||
EXECUTED by
|
) | |||||||||
HCA STAFFING LIMITED
|
) | Director | /s/ James Petkas | |||||||
|
||||||||||
acting by
|
) | |||||||||
|
) | Witness: | /s/ Verity Broadhurst | |||||||
|
||||||||||
as a European Guarantor
|
) | Verity Broadhurst |
EXECUTED by
|
) | |||||||||
LA TOUR FINANCE
LIMITED PARTNERSHIP
|
) | |||||||||
acting by
|
) | |||||||||
HCA SWITZERLAND
HOLDING SARL
, general
partner acting by |
|
/s/ R. Milton Johnson | |||
|
||||
|
R. Milton Johnson | |||
and
|
||||
|
/s/ John M. Franck II | |||
|
||||
|
John M. Franck II |
Consented to by:
BANK OF AMERICA, N.A., as Administrative Agent, Letter of Credit Issuer and Swingline Lender |
||||
By: | /s/ David H. Strickert | |||
Name: | David H. Strickert | |||
Title: | Senior Vice President | |||
JPMORGAN CHASE BANK, N.A.,
as a Letter of Credit Issuer |
||||
By: | /s/ Dawn Lee Lum | |||
Name: | Dawn Lee Lum | |||
Title: | Executive Director | |||
to Amended and Restated Joinder Agreement No. 1
By its
By its
By the General
General
Sole
Partner of its Sole
U.S. Guarantor
Partner
Member
Member
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
2
By its
By its
By the General
General
Sole
Partner of its Sole
U.S. Guarantor
Partner
Member
Member
*
*
*
*
*
*
*
3
By its
By its
By the General
General
Sole
Partner of its Sole
U.S. Guarantor
Partner
Member
Member
*
*
4
By its
By its
By the General
General
Sole
Partner of its Sole
U.S. Guarantor
Partner
Member
Member
*
*
*
*
*
*
*
*
5
By its
By its
By the General
General
Sole
Partner of its Sole
U.S. Guarantor
Partner
Member
Member
|
By: |
/s/
Richard M. Bracken
|
||||
|
Chairman of the Board and Chief Executive Officer |
|
By: |
/s/
R. Milton Johnson
|
||
|
Executive Vice President and | |||
|
Chief Financial Officer |
|
By: |
/s/
Richard M. Bracken
|
||||
|
Chairman of the Board and Chief Executive Officer |
|
By: |
/s/
R. Milton Johnson
|
||||
|
Executive Vice President and | |||||
|
Chief Financial Officer |