(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2006 | ||
OR | ||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
75-2497104
(I.R.S. Employer Identification No.) |
|
One Park Plaza
Nashville, Tennessee (Address of Principal Executive Offices) |
37203
(Zip Code) |
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ | |
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No o |
2
Item 1. | Business |
3
| maintain our dedication to the care and improvement of human life; | |
| maintain our commitment to ethics and compliance; | |
| leverage our leading local market positions; | |
| expand our presence in key markets; | |
| continue to leverage our scale; | |
| continue to develop enduring physician relationships; and | |
| become the health care employer of choice. |
4
Year Ended December 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
Medicare
|
26 | % | 27 | % | 28 | % | |||||||
Managed Medicare
|
5 | (a | ) | (a | ) | ||||||||
Medicaid
|
5 | 5 | 5 | ||||||||||
Managed Medicaid
|
3 | 3 | 3 | ||||||||||
Managed care and other insurers(a)
|
53 | 57 | 54 | ||||||||||
Uninsured(b)
|
8 | 8 | 10 | ||||||||||
Total
|
100 | % | 100 | % | 100 | % | |||||||
(a) | Prior to 2006, managed Medicare revenues were classified as managed care. | |
(b) | Uninsured revenues for the years ended December 31, 2006 and 2005 were reduced by $1.095 billion and $769 million, respectively, of discounts to the uninsured, related to the uninsured discount program implemented January 1, 2005. |
5
Medicare |
Inpatient Acute Care |
6
Outpatient |
Rehabilitation |
7
Psychiatric |
Other |
8
Managed Medicare |
Medicaid |
9
Managed Medicaid |
Annual Cost Reports |
Managed Care and Other Discounted Plans |
10
Years Ended December 31, | ||||||||||||||||||||
2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
Number of hospitals at end of period(a)
|
166 | 175 | 182 | 184 | 173 | |||||||||||||||
Number of freestanding outpatient surgery centers at end of
period(b)
|
98 | 87 | 84 | 79 | 74 | |||||||||||||||
Number of licensed beds at end of period(c)
|
39,354 | 41,265 | 41,852 | 42,108 | 39,932 | |||||||||||||||
Weighted average licensed beds(d)
|
40,653 | 41,902 | 41,997 | 41,568 | 39,985 | |||||||||||||||
Admissions(e)
|
1,610,100 | 1,647,800 | 1,659,200 | 1,635,200 | 1,582,800 | |||||||||||||||
Equivalent admissions(f)
|
2,416,700 | 2,476,600 | 2,454,000 | 2,405,400 | 2,339,400 | |||||||||||||||
Average length of stay (days)(g)
|
4.9 | 4.9 | 5.0 | 5.0 | 5.0 | |||||||||||||||
Average daily census(h)
|
21,688 | 22,225 | 22,493 | 22,234 | 21,509 | |||||||||||||||
Occupancy rate(i)
|
53 | % | 53 | % | 54 | % | 54 | % | 54 | % | ||||||||||
Emergency room visits(j)
|
5,213,500 | 5,415,200 | 5,219,500 | 5,160,200 | 4,802,800 | |||||||||||||||
Outpatient surgeries(k)
|
820,900 | 836,600 | 834,800 | 814,300 | 809,900 | |||||||||||||||
Inpatient surgeries(l)
|
533,100 | 541,400 | 541,000 | 528,600 | 518,100 |
(a) | Excludes seven facilities in 2006, 2005, 2004 and 2003, and six facilities in 2002 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(b) | Excludes nine facilities in 2006, seven facilities in 2005, eight facilities in 2004 and four facilities in 2003 and 2002 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(c) | Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency. | |
(d) | Weighted average licensed beds represents the average number of licensed beds, weighted based on periods owned. | |
(e) | 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. | |
(f) | 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. | |
(g) | Represents the average number of days admitted patients stay in our hospitals. | |
(h) | Represents the average number of patients in our hospital beds each day. | |
(i) | Represents the percentage of hospital licensed beds occupied by patients. Both average daily census and occupancy rate provide measures of the utilization of inpatient rooms. | |
(j) | Represents the number of patients treated in our emergency rooms. | |
(k) | 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. | |
(l) | 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. |
11
12
Licensure, Certification and Accreditation |
Certificates of Need |
State Rate Review |
Utilization Review |
13
Federal Health Care Program Regulations |
Anti-kickback Statute |
14
Stark Law |
15
Similar State Laws |
HIPAA and BBA-97 |
Other Fraud and Abuse Provisions |
16
The Federal False Claims Act and Similar State Laws |
HIPAA Administrative Simplification and Privacy Requirements |
17
EMTALA |
Corporate Practice of Medicine/ Fee Splitting |
Health Care Industry Investigations |
18
Health Care Reform |
Compliance Program and Corporate Integrity Agreement |
19
Antitrust Laws |
20
21
| increasing our vulnerability to general economic and industry conditions; | |
| requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; | |
| exposing us to the risk of increased interest rates as certain of our unhedged borrowings will be at variable rates of interest; | |
| limiting our ability to make strategic acquisitions or causing us to make nonstrategic divestitures; | |
| limiting our ability to obtain additional financing for working capital, capital expenditures, product or service line development, debt service requirements, acquisitions and general corporate or other purposes; and | |
| limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged. |
Our Debt Agreements Contain Restrictions That Limit Our Flexibility In Operating Our Business. |
| incur additional indebtedness or issue certain preferred shares; | |
| pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; | |
| make certain investments; | |
| sell or transfer assets; | |
| create liens; | |
| consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and | |
| enter into certain transactions with our affiliates. |
22
Our Hospitals Face Competition For Patients From Other Hospitals And Health Care Providers. |
The Growth Of Uninsured And Patient Due Accounts And A Deterioration In The Collectibility Of These Accounts Could Adversely Affect Our Results Of Operations. |
23
Changes In Governmental Interpretations May Negatively Impact Our Ability To Obtain Reimbursement Of Medicare Bad Debts |
Changes In Governmental Programs May Reduce Our Revenues. |
24
Demands Of Nongovernment Payers May Adversely Affect Our Growth In Revenues. |
25
Our Performance Depends On Our Ability To Recruit And Retain Quality Physicians. |
Our Hospitals Face Competition For Staffing, Which May Increase Labor Costs And Reduce Profitability. |
If We Fail To Comply With Extensive Laws And Government Regulations, We Could Suffer Penalties Or Be Required To Make Significant Changes To Our Operations. |
| billing for services; | |
| relationships with physicians and other referral sources; | |
| adequacy of medical care; | |
| quality of medical equipment and services; | |
| qualifications of medical and support personnel; | |
| confidentiality, maintenance and security issues associated with health-related information and medical records; | |
| the screening, stabilization and transfer of individuals who have emergency medical conditions; | |
| licensure; | |
| hospital rate or budget review; | |
| operating policies and procedures; and | |
| addition of facilities and services. |
26
We Have Been The Subject Of Governmental Investigations, Claims And Litigation |
27
Controls Designed To Reduce Inpatient Services May Reduce Our Revenues. |
28
Our Operations Could Be Impaired By A Failure Of Our Information Systems. |
| accounting and financial reporting; | |
| billing and collecting accounts; | |
| coding and compliance; | |
| clinical systems; | |
| medical records and document storage; | |
| inventory management; and | |
| negotiating, pricing and administering managed care contracts and supply contracts. |
State Efforts To Regulate The Construction Or Expansion Of Hospitals Could Impair Our Ability To Operate And Expand Our Operations. |
Our Facilities Are Heavily Concentrated In Florida And Texas, Which Makes Us Sensitive To Regulatory, Economic, Environmental And Competitive Changes In Those States. |
29
We May Be Subject To Liabilities From Claims By The IRS. |
We May Be Subject To Liabilities From Claims Brought Against Our Facilities. |
We Are Exposed To Market Risks Related To Changes In The Market Values Of Securities And Interest Rate Changes. |
30
Since The Merger, The Investors Control Us And May Have Conflicts Of Interest With Us In The Future. |
31
Item 2. | Properties |
State | Hospitals | Beds | ||||||
Alaska
|
1 | 238 | ||||||
California
|
5 | 1,504 | ||||||
Colorado
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7 | 2,246 | ||||||
Florida
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38 | 9,900 | ||||||
Georgia
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12 | 2,124 | ||||||
Idaho
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2 | 476 | ||||||
Indiana
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1 | 278 | ||||||
Kansas
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4 | 1,286 | ||||||
Kentucky
|
2 | 384 | ||||||
Louisiana
|
11 | 1,748 | ||||||
Mississippi
|
1 | 130 | ||||||
Missouri
|
7 | 1,222 | ||||||
Nevada
|
3 | 1,075 | ||||||
New Hampshire
|
2 | 295 | ||||||
Oklahoma
|
2 | 942 | ||||||
South Carolina
|
3 | 740 | ||||||
Tennessee
|
13 | 2,297 | ||||||
Texas
|
35 | 9,896 | ||||||
Utah
|
6 | 932 | ||||||
Virginia
|
10 | 2,963 | ||||||
International | ||||||||
Switzerland
|
2 | 220 | ||||||
England
|
6 | 704 | ||||||
173 | 41,600 | |||||||
32
Item 3. | Legal Proceedings |
Government Investigation, Claims and Litigation |
Governmental Investigations |
Securities Class Action Litigation |
Shareholder Derivative Lawsuits in Federal Court |
33
Shareholder Derivative Lawsuit in State Court |
ERISA Litigation |
Merger Litigation in State Court |
34
General Liability and Other Claims |
35
Item 4. | Submission of Matters to a Vote of Security Holders |
Votes in Favor | Votes Against | Abstentions | ||||||||||
To adopt the Agreement and Plan of Merger, dated as of July 24, 2006, by and among the Company, Hercules Holding II, LLC, a Delaware limited liability company, and Hercules Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Hercules Holding II, LLC | 283,539,958 | 31,968,124 | 4,830,055 |
36
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
37
Item 6. | Selected Financial Data |
2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||||
Summary of Operations:
|
||||||||||||||||||||||
Revenues
|
$ | 25,477 | $ | 24,455 | $ | 23,502 | $ | 21,808 | $ | 19,729 | ||||||||||||
Salaries and benefits
|
10,409 | 9,928 | 9,419 | 8,682 | 7,952 | |||||||||||||||||
Supplies
|
4,322 | 4,126 | 3,901 | 3,522 | 3,158 | |||||||||||||||||
Other operating expenses
|
4,057 | 4,039 | 3,797 | 3,676 | 3,341 | |||||||||||||||||
Provision for doubtful accounts
|
2,660 | 2,358 | 2,669 | 2,207 | 1,581 | |||||||||||||||||
(Gains) losses on investments
|
(243 | ) | (53 | ) | (56 | ) | (1 | ) | 2 | |||||||||||||
Equity in earnings of affiliates
|
(197 | ) | (221 | ) | (194 | ) | (199 | ) | (206 | ) | ||||||||||||
Depreciation and amortization
|
1,391 | 1,374 | 1,250 | 1,112 | 1,010 | |||||||||||||||||
Interest expense
|
955 | 655 | 563 | 491 | 446 | |||||||||||||||||
Gains on sales of facilities
|
(205 | ) | (78 | ) | | (85 | ) | (6 | ) | |||||||||||||
Transaction costs
|
442 | | | | | |||||||||||||||||
Impairment of long-lived assets
|
24 | | 12 | 130 | 19 | |||||||||||||||||
Government settlement and investigation related costs
|
| | | (33 | ) | 661 | ||||||||||||||||
Impairment of investment securities
|
| | | | 168 | |||||||||||||||||
23,615 | 22,128 | 21,361 | 19,502 | 18,126 | ||||||||||||||||||
Income before minority interests and income taxes
|
1,862 | 2,327 | 2,141 | 2,306 | 1,603 | |||||||||||||||||
Minority interests in earnings of consolidated entities
|
201 | 178 | 168 | 150 | 148 | |||||||||||||||||
Income before income taxes
|
1,661 | 2,149 | 1,973 | 2,156 | 1,455 | |||||||||||||||||
Provision for income taxes
|
625 | 725 | 727 | 824 | 622 | |||||||||||||||||
Net income
|
$ | 1,036 | $ | 1,424 | $ | 1,246 | $ | 1,332 | $ | 833 | ||||||||||||
Financial Position:
|
||||||||||||||||||||||
Assets
|
$ | 23,675 | $ | 22,225 | $ | 21,840 | $ | 21,400 | $ | 19,059 | ||||||||||||
Working capital
|
2,502 | 1,320 | 1,509 | 1,654 | 766 | |||||||||||||||||
Long-term debt, including amounts due within one year
|
28,408 | 10,475 | 10,530 | 8,707 | 6,943 | |||||||||||||||||
Minority interests in equity of consolidated entities
|
907 | 828 | 809 | 680 | 611 | |||||||||||||||||
Equity securities with contingent redemption rights
|
125 | | | | | |||||||||||||||||
Stockholders (deficit) equity
|
(11,374 | ) | 4,863 | 4,407 | 6,209 | 5,702 | ||||||||||||||||
Cash Flow Data:
|
||||||||||||||||||||||
Cash provided by operating activities
|
$ | 1,845 | $ | 2,971 | $ | 2,954 | $ | 2,292 | $ | 2,648 | ||||||||||||
Cash used in investing activities
|
(1,307 | ) | (1,681 | ) | (1,688 | ) | (2,862 | ) | (1,740 | ) | ||||||||||||
Cash (used in) provided by financing activities
|
(240 | ) | (1,212 | ) | (1,347 | ) | 650 | (934 | ) | |||||||||||||
Operating Data:
|
||||||||||||||||||||||
Number of hospitals at end of period(a)
|
166 | 175 | 182 | 184 | 173 | |||||||||||||||||
Number of freestanding outpatient surgical centers at end of
period(b)
|
98 | 87 | 84 | 79 | 74 | |||||||||||||||||
Number of licensed beds at end of period(c)
|
39,354 | 41,265 | 41,852 | 42,108 | 39,932 | |||||||||||||||||
Weighted average licensed beds(d)
|
40,653 | 41,902 | 41,997 | 41,568 | 39,985 | |||||||||||||||||
Admissions(e)
|
1,610,100 | 1,647,800 | 1,659,200 | 1,635,200 | 1,582,800 | |||||||||||||||||
Equivalent admissions(f)
|
2,416,700 | 2,476,600 | 2,454,000 | 2,405,400 | 2,339,400 | |||||||||||||||||
Average length of stay (days)(g)
|
4.9 | 4.9 | 5.0 | 5.0 | 5.0 | |||||||||||||||||
Average daily census(h)
|
21,688 | 22,225 | 22,493 | 22,234 | 21,509 | |||||||||||||||||
Occupancy(i)
|
53 | % | 53 | % | 54 | % | 54 | % | 54 | % | ||||||||||||
Emergency room visits(j)
|
5,213,500 | 5,415,200 | 5,219,500 | 5,160,200 | 4,802,800 | |||||||||||||||||
Outpatient surgeries(k)
|
820,900 | 836,600 | 834,800 | 814,300 | 809,900 | |||||||||||||||||
Inpatient surgeries(l)
|
533,100 | 541,400 | 541,000 | 528,600 | 518,100 | |||||||||||||||||
Days revenues in accounts receivable(m)
|
53 | 50 | 48 | 52 | 52 | |||||||||||||||||
Gross patient revenues(n)
|
$ | 84,913 | $ | 78,662 | $ | 71,279 | $ | 62,626 | $ | 53,542 | ||||||||||||
Outpatient revenues as a % of patient revenues(o)
|
36 | % | 36 | % | 37 | % | 37 | % | 37 | % |
38
(a) | Excludes seven facilities in 2006, 2005, 2004, and 2003; and six facilities in 2002 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(b) | Excludes nine facilities in 2006, seven facilities in 2005, eight facilities in 2004 and four facilities in 2003 and 2002 that are not consolidated (accounted for using the equity method) for financial reporting purposes. | |
(c) | Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency. | |
(d) | Weighted average licensed beds represents the average number of licensed beds, weighted based on periods owned. | |
(e) | 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. | |
(f) | 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. | |
(g) | Represents the average number of days admitted patients stay in our hospitals. | |
(h) | Represents the average number of patients in our hospital beds each day. | |
(i) | Represents the percentage of hospital licensed beds occupied by patients. Both average daily census and occupancy rate provide measures of the utilization of inpatient rooms. | |
(j) | Represents the number of patients treated in our emergency rooms. | |
(k) | 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. | |
(l) | 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. | |
(m) | Revenues per day is calculated by dividing the revenues for the period by the days in the period. Days revenues in accounts receivable is then calculated as accounts receivable, net of the allowance for doubtful accounts, at the end of the period divided by revenues per day. | |
(n) | 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. | |
(o) | Represents the percentage of patient revenues related to patients who are not admitted to our hospitals. |
39
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
40
41
| expanding the number of high quality specialty services, such as cardiology, orthopedics, oncology and neonatology; | |
| continuing to use joint ventures with physicians to further develop our outpatient business, particularly through ambulatory surgery centers and outpatient diagnostic centers; | |
| developing medical office buildings to provide convenient facilities for physicians to locate their practices and serve their patients; and | |
| continuing our focus on improving hospital quality and performance and implementing advanced technologies in our facilities to attract physicians to our facilities. |
42
Revenues |
43
Provision for Doubtful Accounts and the Allowance for Doubtful Accounts |
44
% of Accounts Receivable
Under 91 Days
91 180 Days
Over 180 Days
13
%
1
%
2
%
21
4
4
20
11
24
54
%
16
%
30
%
13
%
2
%
2
%
21
4
4
21
11
22
55
%
17
%
28
%
Professional Liability Claims |
45
Income Taxes |
Revenue/ Volume Trends |
46
Years Ended December 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Medicare
|
37 | % | 38 | % | 39 | % | ||||||
Managed Medicare
|
6 | (a | ) | (a | ) | |||||||
Medicaid
|
9 | 10 | 10 | |||||||||
Managed Medicaid
|
6 | 5 | 4 | |||||||||
Managed care and other insurers(a)
|
36 | 42 | 42 | |||||||||
Uninsured
|
6 | 5 | 5 | |||||||||
100 | % | 100 | % | 100 | % | |||||||
(a) | Prior to 2006, managed Medicare admissions were classified as managed care. |
47
Years Ended December 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Medicare
|
34 | % | 36 | % | 37 | % | ||||||
Managed Medicare
|
6 | (a | ) | (a | ) | |||||||
Medicaid
|
6 | 7 | 6 | |||||||||
Managed Medicaid
|
3 | 3 | 3 | |||||||||
Managed care and other insurers(a)
|
46 | 49 | 48 | |||||||||
Uninsured(b)
|
5 | 5 | 6 | |||||||||
100 | % | 100 | % | 100 | % | |||||||
(a) | Prior to 2006, managed Medicare revenues were classified managed care. | |
(b) | Uninsured revenues for the years ended December 31, 2006 and 2005 were reduced due to discounts to the uninsured, related to the uninsured discount program implemented January 1, 2005. |
48
Operating Results Summary
2006
2005
2004
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
25,477
100.0
$
24,455
100.0
$
23,502
100.0
10,409
40.9
9,928
40.6
9,419
40.1
4,322
17.0
4,126
16.9
3,901
16.6
4,057
16.0
4,039
16.5
3,797
16.0
2,660
10.4
2,358
9.6
2,669
11.4
(243
)
(1.0
)
(53
)
(0.2
)
(56
)
(0.2
)
(197
)
(0.8
)
(221
)
(0.9
)
(194
)
(0.8
)
1,391
5.5
1,374
5.6
1,250
5.3
955
3.7
655
2.7
563
2.4
(205
)
(0.8
)
(78
)
(0.3
)
442
1.7
24
0.1
12
0.1
23,615
92.7
22,128
90.5
21,361
90.9
1,862
7.3
2,327
9.5
2,141
9.1
201
0.8
178
0.7
168
0.7
1,661
6.5
2,149
8.8
1,973
8.4
625
2.4
725
3.0
727
3.1
$
1,036
4.1
$
1,424
5.8
$
1,246
5.3
4.2
%
4.1
%
7.8
%
(22.7
)
9.0
(8.5
)
(27.2
)
14.2
(6.5
)
(2.3
)
(0.7
)
1.5
(2.4
)
0.9
2.0
6.8
3.1
5.6
6.2
4.7
7.3
0.2
0.1
0.7
1.4
1.3
6.2
3.2
6.0
(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 that were either acquired, divested or removed from service during the current and prior year. |
49
Year Ended December 31, 2006
Non-GAAP
% of
GAAP %
Adjusted
Reported
Uninsured
Non-GAAP
of Revenues
Revenues
GAAP(a)
Discounts
Adjusted
Amounts
Adjustment(b)
Amounts(c)
2006
2005
2006
2005
$
25,477
$
1,095
$
26,572
100.0
%
100.0
%
100.0
%
100.0
%
10,409
10,409
40.9
40.6
39.2
39.4
4,322
4,322
17.0
16.9
16.3
16.4
4,057
4,057
16.0
16.5
15.2
15.9
2,660
1,095
3,755
10.4
9.6
14.1
12.4
1,610,100
1,610,100
2,416,700
2,416,700
$
10,542
$
10,995
6.8
%
8.0
%
$
24,448
$
1,063
$
25,511
1,557,700
1,557,700
2,322,500
2,322,500
$
10,527
$
10,984
6.2
%
7.3
%
(a) | Generally accepted accounting principles (GAAP). | |
(b) | Represents the impact of the discounts for the uninsured for the period. On January 1, 2005, we modified our policies to provide discounts to uninsured patients who do not qualify for Medicaid or charity care. These discounts are similar to those provided to many local managed care plans. In implementing the discount policy, we first attempt to qualify uninsured patients for Medicaid, other federal or state assistance or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. | |
(c) | Revenues, the provision for doubtful accounts, certain operating expense categories as a percentage of revenues and revenue per equivalent admission have been adjusted to exclude the discounts under our uninsured discount policy (non-GAAP financial measures). We believe these non-GAAP financial measures are useful to investors and provide disclosures of our results of operations on the same basis as that used by management. Management finds this information to be useful to enable the evaluation of revenue and certain expense category trends that are influenced by patient volumes and are generally analyzed as a percentage of net revenues. These non-GAAP financial measures should not be considered an alternative 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. | |
(d) | Same facility information excludes the operations of hospitals and their related facilities which were either acquired, divested or removed from service during the current and prior period. |
Years Ended December 31, 2006 and 2005 |
50
51
Years Ended December 31, 2005 and 2004 |
52
53
54
Financing Activities |
55
Payments Due by Period | ||||||||||||||||||||
Contractual Obligations(a) | Total | Current | 2-3 Years | 4-5 Years | After 5 Years | |||||||||||||||
Long-term debt including interest, excluding the senior secured
credit facilities(b)
|
$ | 25,272 | $ | 1,197 | $ | 2,370 | $ | 3,745 | $ | 17,960 | ||||||||||
Loans outstanding under the senior secured credit facilities,
including interest(b)
|
22,535 | 1,390 | 2,892 | 3,235 | 15,018 | |||||||||||||||
Operating leases(c)
|
1,287 | 236 | 348 | 199 | 504 | |||||||||||||||
Purchase and other obligations(c)
|
27 | 17 | 5 | 5 | | |||||||||||||||
Total contractual obligations
|
$ | 49,121 | $ | 2,840 | $ | 5,615 | $ | 7,184 | $ | 33,482 | ||||||||||
Commitment Expiration by Period | ||||||||||||||||||||
Other Commercial Commitments | ||||||||||||||||||||
Not Recorded on the Consolidated Balance Sheet | Total | Current | 2-3 Years | 4-5 Years | After 5 Years | |||||||||||||||
Letters of credit(d)
|
$ | 134 | $ | 46 | $ | | $ | | $ | 88 | ||||||||||
Surety bonds(e)
|
131 | 126 | 5 | | | |||||||||||||||
Physician commitments(f)
|
37 | 34 | 2 | 1 | | |||||||||||||||
Guarantees(g)
|
2 | | | | 2 | |||||||||||||||
Total commercial commitments
|
$ | 304 | $ | 206 | $ | 7 | $ | 1 | $ | 90 | ||||||||||
(a) | We have not included obligations to pay estimated professional liability claims ($1.584 billion at December 31, 2006) in this table. The estimated professional liability claims are expected to be funded by the designated investment securities that are restricted for this purpose ($2.143 billion at December 31, 2006). |
56
(b) | Estimate of interest payments assumes that interest rates, borrowing spreads and foreign currency exchange rates at December 31, 2006, remain constant during the period presented. | |
(c) | Future operating lease obligations and purchase obligations are not recorded in our consolidated balance sheet. | |
(d) | Amounts relate primarily to instances in which we have letters of credit outstanding with insurance companies that issued workers compensation insurance policies to us in prior years. The letters of credit serve as security to the insurance companies for payment obligations we retained. | |
(e) | Amounts relate primarily to instances in which we have agreed to indemnify various commercial insurers who have provided surety bonds to cover damages for malpractice cases which were awarded to plaintiffs by the courts. These cases are currently under appeal and the bonds will not be released by the courts until the cases are closed. | |
(f) | In consideration for physicians relocating to the communities in which our hospitals are located and agreeing to engage in private practice for the benefit of the respective communities, we make advances to physicians, normally over a period of one year, to assist in establishing the physicians practices. The actual amount of these commitments to be advanced often depends upon the financial results of the physicians private practices during the recruitment agreement payment period. The physician commitments reflected were based on our maximum exposure on effective agreements at December 31, 2006. | |
(g) | We have entered into guarantee agreements related to certain leases. |
57
Financial Instruments |
58
59
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
1. | Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures |
2. | Internal Control Over Financial Reporting |
60
/s/ ERNST & YOUNG LLP |
Item 9B. | Other Information |
61
Item 10. | Directors, Executive Officers and Corporate Governance |
Director | ||||||||||
Name | Age | Since | Position(s) | |||||||
Jack O. Bovender, Jr.
|
61 | 1999 | Chairman of the Board and Chief Executive Officer | |||||||
Christopher J. Birosak
|
52 | 2006 | Director | |||||||
George A. Bitar
|
42 | 2006 | Director | |||||||
Richard M. Bracken
|
54 | 2002 | President, Chief Operating Officer and Director | |||||||
John P. Connaughton
|
40 | 2006 | Director | |||||||
Thomas F. Frist, Jr., M.D.
|
68 | 1994 | Director | |||||||
Thomas F. Frist III
|
39 | 2006 | Director | |||||||
Christopher R. Gordon
|
34 | 2006 | Director | |||||||
Michael W. Michelson
|
55 | 2006 | Director | |||||||
James C. Momtazee
|
35 | 2006 | Director | |||||||
Stephen G. Pagliuca
|
52 | 2006 | Director | |||||||
Peter M. Stavros
|
32 | 2006 | Director | |||||||
Nathan C. Thorne
|
53 | 2006 | Director |
Name | Age | Position(s) | ||||
R. Milton Johnson
|
50 | Executive Vice President and Chief Financial Officer | ||||
David G. Anderson
|
59 | Senior Vice President Finance and Treasurer | ||||
Victor L. Campbell
|
60 | Senior Vice President | ||||
Rosalyn S. Elton
|
45 | Senior Vice President Operations Finance | ||||
V. Carl George
|
62 | Senior Vice President Development | ||||
Charles J. Hall
|
54 | President Eastern Group | ||||
R. Sam Hankins, Jr.
|
56 | Chief Financial Officer Outpatient Services Group | ||||
Russell K. Harms
|
49 | Chief Financial Officer Central Group | ||||
Samuel N. Hazen
|
46 | President Western Group | ||||
Patricia T. Lindler
|
59 | Senior Vice President Government Programs | ||||
A. Bruce Moore, Jr.
|
47 | President Outpatient Services Group | ||||
Jonathan B. Perlin
|
46 | Chief Medical Officer and Senior Vice President Quality | ||||
W. Paul Rutledge
|
52 | President Central Group | ||||
Richard J. Shallcross
|
48 | Chief Financial Officer Western Group | ||||
Joseph N. Steakley
|
52 | Senior Vice President Internal Audit Services | ||||
John M. Steele
|
51 | Senior Vice President Human Resources | ||||
Donald W. Stinnett
|
50 | Chief Financial Officer Eastern Group | ||||
Beverly B. Wallace
|
56 | President Shared Services Group | ||||
Robert A. Waterman
|
53 | Senior Vice President and General Counsel | ||||
Noel Brown Williams
|
51 | Senior Vice President and Chief Information Officer | ||||
Alan R. Yuspeh
|
57 | Senior Vice President Ethics, Compliance and Corporate Responsibility |
62
63
64
65
66
Item 11. | Executive Compensation |
| Executive compensation strategy and philosophy; | |
| Compensation arrangements for executive management; | |
| Design and administration of the annual Performance Excellence Program (PEP); | |
| Design and administration of our equity incentive plans; | |
| Executive benefits and perquisites (including the HCA Restoration Plan and the Supplemental Executive Retirement Plan); and | |
| Any other executive compensation or benefits related items deemed noteworthy by the Committee. |
Compensation Philosophy |
Compensation Policies with Respect to Executive Officers for 2006 |
67
| Pay positioning should reflect both market competitiveness and internal job value. | |
| Generally, executive base salaries and short term target incentives should position total annual cash compensation between the median and 75th percentile of the competitive marketplace. | |
| The target value of long term incentive grants (stock options and restricted stock) should reference market median, internal job value and individual performance. |
Base Salary |
Short Term Incentive Compensation |
68
69
Long Term Equity Incentive Awards |
| Retain key executive talent; | |
| Link executive compensation to our long term performance; and | |
| Deliver value to employees in a manner that maximizes economic and tax effectiveness to the Company, while reducing shareholder dilution where possible. |
Stock Options |
Restricted Shares |
70
Management Stock Purchase Plan |
2007 Compensation |
71
72
HCA 401(k) Plan and Retirement Plan |
Restoration Plan and Supplemental Executive Retirement Plan |
Personal Benefits |
73
Legal Fees |
Severance and Change in Control Agreements |
Tax and Accounting Implications |
74
Conclusion |
75
Changes in
Pension Value
Non-Equity
and
Restricted
Incentive
Nonqualified
Stock
Option
Plan
Deferred
All Other
Name and Principal
Salary
Awards
Awards
Compensation
Compensation
Compensation
Positions
Year
($)(1)
($)(2)
($)(3)
($)(4)
Earnings ($)(5)
($)(6)
Total ($)
2006
$
1,535,137
$
6,393,996
$
6,714,520
$
1,944,274
$
10,715,751
$
1,013,576
$
28,317,254
Chairman and
Chief Executive Officer
2006
$
952,420
$
2,937,283
$
2,966,787
$
954,785
$
4,912,088
$
514,772
$
13,238,135
President, Chief Operating Officer, Director
2006
$
655,016
$
1,820,053
$
1,787,629
$
450,227
$
1,848,700
$
295,160
$
6,856,785
Executive Vice President
and Chief Financial Officer
2006
$
688,438
$
1,812,299
$
1,787,629
$
473,203
$
1,828,748
$
329,324
$
6,919,641
President Western Group
2006
$
537,520
$
1,276,441
$
2,093,442
$
390,000
$
1,648,053
$
242,908
$
6,188,364
President Central Group
2006
$
668,455
$
1,738,282
$
2,129,118
$
326,034
$
2,999,679
$
240,148
$
8,101,716
President Eastern Group*
|
* | Mr. Evans retired from his position as President Eastern Group effective October 1, 2006, and retired from the Company effective December 31, 2006. |
(1) | Salary amounts do not include the value of restricted stock awards granted pursuant to the MSPP in lieu of a portion of annual salary. Such awards are included in the Restricted Stock Awards column. The 2006 base salary for each of Messrs. Bovender, Bracken, Johnson, Hazen, Rutledge and Evans were $1,615,662, $1,057,882, $748,265, $786,450, $612,500 and $722,479, respectively. |
(2) | Restricted Stock Awards include all compensation expense recognized in our financial statements in accordance with SFAS 123(R) with respect to restricted shares awarded to the named executive officers, including restricted shares awarded pursuant to the 2005 Plan and predecessor plans, and restricted shares awarded pursuant to the MSPP. As a result of the Merger, all outstanding restricted shares vested and therefore all compensation expense with respect to restricted shares was recognized in 2006 in accordance with SFAS 123(R). See Note 3 to our consolidated financial statements. |
(3) | Includes all compensation expense recognized in our financial statements in accordance with SFAS 123(R) with respect to options to purchase shares of our common stock awarded to the named executive officers, including options awarded pursuant to the 2005 Plan and predecessor plans. As a result of the Merger, all outstanding options vested and therefore all compensation expense with respect to the options was recognized in 2006 in accordance with SFAS 123(R). See Note 3 to our consolidated financial statements. |
(4) | Reflects amounts paid under the 2006 Senior Officer PEP in November 2006, which amounts became due and payable to certain of our executive officers, including the named executive officers, as a result of the change in control of the Company upon consummation of the Merger. Mr. Evanss payment under the 2006 Senior Officer PEP was prorated for his service as President Eastern Group for the first nine months of 2006. |
(5) | All amounts are attributable to increases in value to the SERP benefits. Assumptions used to calculate these figures are provided under the table titled Pension Benefits. Messrs. Bovenders, Brackens |
76
Johnsons Hazens, Rutledges and Evanss SERP benefit value increased in 2006 by $4,185,617, $1,272,074, $299,972, $287,717, $199,078 and $1,406,032, respectively, as a result of the passage of time. In 2006, their SERP benefit value further increased due to three special, one-time events: (i) the payments made under the 2006 Senior Officer PEP in November 2006 described in footnote (4) to the Summary Compensation Table, which had the effect of increasing the named executive officers current final average earnings; (ii) the Merger constituted a change in control under the terms of the SERP, which triggered a decrease in the normal retirement age under the SERP from age 65 (or 62 with 10 years of service) to age 60; and (iii) the Committee approved the amendment of the SERP to include a lump sum payment provision and to revise certain actuarial factors. The impact of each of these events on the SERP benefit values were: |
Bovender | Bracken | Johnson | Hazen | Rutledge | Evans | |||||||||||||||||||
Timing of PEP payment
|
$ | 2,593,533 | $ | 732,167 | $ | 293,215 | $ | 263,193 | $ | 307,300 | $ | 316,971 | ||||||||||||
Change to retirement age
|
$ | 1,250,090 | $ | 1,535,685 | $ | 576,907 | $ | 620,300 | $ | 556,513 | $ | 746,179 | ||||||||||||
Lump sum provision and actuarial factors
|
$ | 2,686,511 | $ | 1,372,162 | $ | 678,606 | $ | 657,538 | $ | 585,162 | $ | 530,497 |
(6) | Amounts consist of: |
| The cash payment received as a result of the deemed purchase under the MSPP. Salary amounts withheld on behalf of the participants in the MSPP through the closing date of the Merger were deemed to have been used to purchase shares of our common stock under the terms of the MSPP, using the closing date of the Merger as the last date of the applicable offering period, and then converted into the right to receive a cash payment equal to the number of shares deemed purchased under the MSPP multiplied by $51.00. Salary amounts were refunded to the participants, and they also received a cash payment equal to the difference between $51.00 and the deemed purchase price, multiplied by the number of shares the participant was deemed to have purchased. Messrs. Bovender, Bracken, Johnson, Hazen, Rutledge and Evans received cash payments of $20,860, $27,326, $24,157, $25,379, $19,709 and $13,982, respectively. | |
| Company contributions to our Retirement Plan, matching Company contributions to our 401(k) Plan and Company accruals for our Restoration Plan as set forth below. |
Bovender | Bracken | Johnson | Hazen | Rutledge | Evans | |||||||||||||||||||
HCA Retirement Plan
|
$ | 19,019 | $ | 19,019 | $ | 19,019 | $ | 19,019 | $ | 19,019 | $ | 17,290 | ||||||||||||
HCA 401(k) matching contribution
|
$ | 3,125 | $ | 3,300 | $ | 3,300 | $ | 3,300 | $ | 3,300 | $ | 3,300 | ||||||||||||
HCA Restoration Plan
|
$ | 856,424 | $ | 409,933 | $ | 212,109 | $ | 247,060 | $ | 172,696 | $ | 181,516 |
| Dividends on restricted shares. On March 1, 2006, June 1, 2006 and September 1, 2006, we paid dividends of $0.15 per share, $0.17 per share and $0.17 per share, respectively, for each issued and outstanding share of common stock of HCA, including restricted shares. Messrs. Bovender, Bracken, Johnson, Hazen, Rutledge and Evans received aggregate dividends of $82,525, $42,030, $25,267, $27,754, $26,500 and $24,060, respectively, in 2006 in respect of restricted shares held by them. | |
| Personal use of corporate aircraft. In 2006, each of Messrs. Bovender, Bracken, Johnson, Hazen and Rutledge were allowed personal use of the Company airplane with an incremental cost of approximately $30,336, $12,173, $11,308, $6,812 and $1,684, respectively, to the Company. Mr. Evans did not have any personal travel on the Company plane in 2006. We calculate the aggregate incremental cost of the personal use of Company aircraft based on a methodology that includes the average aggregate cost, on a per nautical mile basis, of variable expenses incurred in connection with personal plane usage, including trip-related maintenance, landing fees, fuel, crew hotels and meals, on-board catering, trip-related hangar and parking costs and other variable costs. Because our aircraft are used primarily for business travel, our incremental cost methodology does not include fixed costs of owning and operating aircraft that do not change based on usage. We grossed up the income attributed to |
77
Messrs. Bovender and Bracken with respect to certain trips on the Company plane. The additional income attributed to them as a result of gross ups was $1,287 and $522, respectively. In addition, we will pay the travel expenses of our executives spouses associated with travel to business related events at which spouse attendance is appropriate. We paid approximately $469 for travel by Mr. Brackens wife on a commercial airline for such an event. |
78
Fair Value
All Other
Estimated Possible Payouts
of All
Option
Fair Value of
Under Non-Equity Incentive
All Other
Other
Awards:
Exercise or
All Other
Plan Awards ($)(1)
Stock Awards:
Stock
Number of
Base Price of
Option
Number of
Awards at
Securities
Option
Awards at
Threshold
Target
Maximum
Shares of
Date of
Underlying
Awards
Date of
Name
Grant Date
($)
($)
($)
Stock(2)
Grant(2)
Options(3)
($/sh)(3)
Grant(3)
1/01/2006
2,092
$
26,087
1/26/2006
66,750
$
3,330,825
66,750
$
49.90
$
956,374
4/26/2006
66,750
$
45.08
$
877,422
7/01/2006
2,367
$
26,842
7/26/2006
66,750
$
49.60
$
937,384
10/26/2006
66,750
$
50.34
$
44,055
N/A
$
972,137
$
1,944,274
$
3,888,547
1/01/2006
2,740
$
34,168
1/26/2006
29,900
$
1,492,010
29,900
$
49.90
$
428,398
4/26/2006
29,900
$
45.08
$
393,041
7/01/2006
3,100
$
35,154
7/26/2006
29,900
$
49.60
$
419,892
10/26/2006
29,900
$
50.34
$
19,734
N/A
$
477,392
$
954,785
$
1,909,570
1/01/2006
1,938
$
24,167
1/26/2006
18,100
$
903,190
18,125
$
49.90
$
259,690
4/26/2006
18,125
$
45.08
$
238,257
7/01/2006
2,741
$
31,083
7/26/2006
18,125
$
49.60
$
254,533
10/26/2006
18,125
$
50.34
$
11,963
N/A
$
225,114
$
450,227
$
900,455
1/01/2006
2,546
$
31,749
1/26/2006
18,100
$
903,190
18,125
$
49.90
$
259,690
4/26/2006
18,125
$
45.08
$
238,257
7/01/2006
2,881
$
32,671
7/26/2006
18,125
$
49.60
$
254,533
10/26/2006
18,125
$
50.34
$
11,963
N/A
$
236,602
$
473,203
$
946,406
1/01/2006
1,855
$
23,132
1/26/2006
18,100
$
903,190
18,125
$
49.90
$
259,690
4/26/2006
18,125
$
45.08
$
238,257
7/01/2006
2,204
$
24,993
7/26/2006
18,125
$
49.60
$
254,533
10/26/2006
18,125
$
50.34
$
11,963
N/A
$
195,000
$
390,000
$
780,000
1/01/2006
1,404
$
17,508
1/26/2006
18,100
$
903,190
18,125
$
49.90
$
259,690
4/26/2006
18,125
$
45.08
$
238,257
7/01/2006
1,588
$
18,008
79
|
(1) | Our 2006 Senior Officer PEP was administered pursuant to the terms of the 2005 Plan with respect to certain of our officers, including the named executive officers, and is described in more detail under Compensation Discussion and Analysis Short Term Incentive Compensation. The amounts shown in the Threshold column reflect the threshold payment, which is 50% of the amount shown in the Target column. The amount shown in the Maximum column is 200% of the target amount. These amounts are based on the individuals salary and position as of the date the 2006 Senior Officer PEP was approved by the Compensation Committee. Pursuant to the terms of the 2006 Senior Officer PEP and the 2005 Plan, and in accordance with the Merger Agreement, upon consummation of the Merger, awards under the 2006 Senior Officer PEP vested and were paid out to certain of our officers, including the named executive officers, at the target level. Messrs. Bovender, Bracken, Johnson, Hazen, Rutledge and Evans received $1,944,274, $954,785, $450,227, $473,203, $390,000 and $326,034, respectively, under the 2006 Senior Officer PEP upon consummation of the Merger. Mr. Evanss payment under the 2006 Senior Officer PEP was prorated for his service as President Eastern Group for the first nine months of 2006. |
(2) | Includes restricted shares awarded under the 2005 Plan by the Compensation Committee as part of the named executive officers long term incentive award. The terms of these restricted share awards are described in more detail under Compensation Discussion and Analysis Long Term Equity Incentive Awards Restricted Shares. Also includes restricted shares received in lieu of base salary pursuant to the MSPP. The shares were purchased at a 25% discount from the average market price of the stock during the deferral period. Amounts with respect to MSPP shares included in the table reflect the value of the 25% discount on the date of grant. Because the Merger closed in November 2006, shares were purchased under the MSPP only with respect to the first semi-annual deferral period in 2006. As a result of the Merger, all outstanding equity awards vested. |
(3) | Includes stock options awarded under the 2005 Plan by the Compensation Committee as part of the named executive officers long term incentive award. The terms of these option awards are described in more detail under Compensation Discussion and Analysis Long Term Equity Incentive Awards Stock Options. As a result of the Merger, all outstanding equity awards vested. |
Total Compensation |
80
Option and Restricted Share Awards |
2006 Senior Officer PEP |
81
SERP Benefits |
Employment Agreements |
82
83
84
Number of | Number of | Number of | Market Value | |||||||||||||||||||||
Securities | Securities | Shares of | of Shares | |||||||||||||||||||||
Underlying | Underlying | Option | Units | or Units | ||||||||||||||||||||
Unexercised | Unexercised | Exercise | Option | of Stock that | of Stock That | |||||||||||||||||||
Options | Options | Price | Expiration | Have not | Have Not | |||||||||||||||||||
Name | Exercisable(1) | Unexercisable(1) | ($)(2) | Date | Vested(3) | Vested(3) | ||||||||||||||||||
Jack O. Bovender, Jr.
|
143,058 | | $ | 12.75 | 1/25/2011 | | | |||||||||||||||||
Jack O. Bovender, Jr.
|
53,882 | | $ | 12.75 | 1/24/2012 | | | |||||||||||||||||
Jack O. Bovender, Jr.
|
69,411 | | $ | 12.75 | 1/29/2013 | | | |||||||||||||||||
Jack O. Bovender, Jr.
|
53,751 | | $ | 12.75 | 1/29/2014 | | | |||||||||||||||||
Jack O. Bovender, Jr.
|
24,549 | | $ | 12.75 | 1/27/2015 | | | |||||||||||||||||
Jack O. Bovender, Jr.
|
15,843 | | $ | 12.75 | 1/26/2016 | | | |||||||||||||||||
Richard M. Bracken
|
8,052 | | $ | 12.75 | 3/22/2011 | | | |||||||||||||||||
Richard M. Bracken
|
26,248 | | $ | 12.75 | 7/26/2011 | | | |||||||||||||||||
Richard M. Bracken
|
29,934 | | $ | 12.75 | 1/24/2012 | | | |||||||||||||||||
Richard M. Bracken
|
40,490 | | $ | 12.75 | 1/29/2013 | | | |||||||||||||||||
Richard M. Bracken
|
30,235 | | $ | 12.75 | 1/29/2014 | | | |||||||||||||||||
Richard M. Bracken
|
10,739 | | $ | 12.75 | 1/27/2015 | | | |||||||||||||||||
Richard M. Bracken
|
7,095 | | $ | 12.75 | 1/26/2016 | | | |||||||||||||||||
R. Milton Johnson
|
87,180 | | $ | 12.75 | 3/4/2009 | | | |||||||||||||||||
R. Milton Johnson
|
6,039 | | $ | 12.75 | 3/22/2011 | | | |||||||||||||||||
R. Milton Johnson
|
9,579 | | $ | 12.75 | 1/24/2012 | | | |||||||||||||||||
R. Milton Johnson
|
9,254 | | $ | 12.75 | 1/29/2013 | | | |||||||||||||||||
R. Milton Johnson
|
8,062 | | $ | 12.75 | 1/29/2014 | | | |||||||||||||||||
R. Milton Johnson
|
26,013 | | $ | 12.75 | 7/22/2014 | | | |||||||||||||||||
R. Milton Johnson
|
6,441 | | $ | 12.75 | 1/27/2015 | | | |||||||||||||||||
R. Milton Johnson
|
4,301 | | $ | 12.75 | 1/26/2016 | | | |||||||||||||||||
Samuel N. Hazen
|
28,123 | | $ | 12.75 | 3/4/2009 | | | |||||||||||||||||
Samuel N. Hazen
|
6,039 | | $ | 12.75 | 3/22/2011 | | | |||||||||||||||||
Samuel N. Hazen
|
13,124 | | $ | 12.75 | 7/26/2011 | | | |||||||||||||||||
Samuel N. Hazen
|
19,158 | | $ | 12.75 | 1/24/2012 | | | |||||||||||||||||
Samuel N. Hazen
|
23,137 | | $ | 12.75 | 1/29/2013 | | | |||||||||||||||||
Samuel N. Hazen
|
16,797 | | $ | 12.75 | 1/29/2014 | | | |||||||||||||||||
Samuel N. Hazen
|
6,441 | | $ | 12.75 | 1/27/2015 | | | |||||||||||||||||
Samuel N. Hazen
|
4,301 | | $ | 12.75 | 1/26/2016 | | | |||||||||||||||||
W. Paul Rutledge
|
8,381 | | $ | 12.75 | 1/24/2012 | | | |||||||||||||||||
W. Paul Rutledge
|
9,254 | | $ | 12.75 | 1/29/2013 | | | |||||||||||||||||
W. Paul Rutledge
|
5,375 | | $ | 12.75 | 1/29/2014 | | | |||||||||||||||||
W. Paul Rutledge
|
2,297 | | $ | 12.75 | 1/27/2015 | | | |||||||||||||||||
W. Paul Rutledge
|
5,395 | | $ | 12.75 | 10/01/2015 | | | |||||||||||||||||
W. Paul Rutledge
|
4,301 | | $ | 12.75 | 1/26/2016 | | | |||||||||||||||||
Charles R. Evans
|
| | | | | |
85
(1) | The options described in this table represent Rollover Options, as further described under Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Options and Restricted Share Awards. There were no options granted under the 2006 Plan in 2006. |
(2) | Immediately after the consummation of the Merger, all Rollover Options (other than those with an exercise price below $12.75) were adjusted such that they retained the same spread value (as defined below) as immediately prior to the Merger, but the new per share exercise price for all Rollover Options would be $12.75. The term spread value means the difference between (x) the aggregate fair market value of the common stock (determined using the Merger consideration of $51.00 per share) subject to the outstanding options held by the participant immediately prior to the Merger that became Rollover Options, and (y) the aggregate exercise price of those options. |
(3) | As a result of the Merger, all unvested restricted shares under our equity incentive plans became fully vested. Participants who held restricted shares, including the named executive officers, received the merger consideration of $51.00 per share for each restricted share held by them, less any applicable withholding taxes. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares | Number of Shares | |||||||||||||||
Acquired on | Value Realized on | Acquired on | Value Realized on | |||||||||||||
Name | Exercise(1) | Exercise ($)(1) | Vesting(2) | Vesting ($)(2) | ||||||||||||
Jack O. Bovender, Jr.
|
420,660 | $ | 14,253,643 | 178,168 | $ | 9,024,985 | ||||||||||
Richard M. Bracken
|
137,912 | $ | 4,673,010 | 92,829 | $ | 4,701,665 | ||||||||||
R. Milton Johnson
|
9,850 | $ | 333,757 | 56,428 | $ | 2,861,852 | ||||||||||
Samuel N. Hazen
|
73,419 | $ | 2,487,729 | 62,100 | $ | 3,140,286 | ||||||||||
W. Paul Rutledge
|
| | 57,879 | $ | 2,928,404 | |||||||||||
Charles R. Evans
|
315,575 | $ | 2,125,188 | 52,818 | $ | 2,670,339 |
(1) | As a result of the Merger, all options outstanding under our equity incentive plans at the time of the Merger became fully vested and immediately exercisable. Certain members of management, including the named executive officers, were given the opportunity to convert options held by them prior to consummation of the Merger into Rollover Options. With respect to Messrs. Bovender, Bracken, Johnson, Hazen and Rutledge, the options and amounts described in this table reflect options held by the named executive officers that were not rolled over into the surviving corporation, and the gross amount payable with respect to such options in the Merger (including any amounts which were withheld from the participant to pay applicable withholding taxes). Due to his imminent retirement, Mr. Evans did not roll over any options. See Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table and the Outstanding Equity Awards at Fiscal-Year End Table. |
(2) | Includes an aggregate of 13,093 shares with respect to Mr. Bovender, 7,590 shares with respect to Mr. Bracken, 4,225 shares with respect to Mr. Johnson, 5,706 shares with respect to Mr. Hazen, 9,291 shares with respect to Mr. Rutledge, and 4,591 shares with respect to Mr. Evans which vested in 2006 in accordance with their terms. The value realized on vesting with respect to those restricted shares is determined based upon the close price of our common stock on the New York Stock Exchange on the date of vesting. As a result of the Merger, all outstanding restricted shares under our equity incentive plans became fully vested. Participants who held restricted shares, including the named executive officers, received the Merger consideration of $51.00 per share for each restricted share held by them, less any applicable withholding taxes. The value disclosed in the table reflects the gross amount payable with respect to such restricted shares (including any amounts which were withheld from the participant to pay applicable withholding taxes). |
86
Number of Years
Present Value of
Payments During
Name
Plan Name
Credited Service
Accumulated Benefit
Last Fiscal Year
SERP
27
$
21,078,516
$
0
SERP
25
$
7,876,338
$
0
SERP
23
$
1,940,003
$
0
SERP
24
$
2,536,329
$
0
SERP
25
$
2,305,297
$
0
SERP
20
(1)
$
4,678,005
$
0
(1) | Mr. Evans was granted three additional years of service in accordance with the SERPs provision for Termination for Good Reason following a Change in Control, which increased the present value of his accumulated benefit by $800,280. |
Plan Provisions |
87
Assumptions |
Supplemental Information |
88
Executive
Registrant
Aggregate
Aggregate
Contributions
Contributions
Earnings
Aggregate
Balance
in Last
in Last
in Last
Withdrawals/
at Last
Name
Fiscal Year
Fiscal Year
Fiscal Year
Distributions
Fiscal Year
$
0
$
856,424
$
178,899
$
0
$
2,696,069
$
0
$
409,933
$
96,222
$
0
$
1,403,673
$
0
$
212,109
$
32,249
$
0
$
549,363
$
0
$
247,060
$
49,129
$
0
$
757,286
$
0
$
172,696
$
21,858
$
0
$
404,137
$
0
$
181,516
$
26,378
$
0
$
464,014
Restoration Contribution | ||||||||||||||||||||
Name | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||
Jack O. Bovender, Jr.
|
$ | 187,193 | $ | 268,523 | $ | 289,899 | $ | 363,481 | $ | 295,062 | ||||||||||
Richard M. Bracken
|
$ | 87,924 | $ | 146,549 | $ | 162,344 | $ | 192,858 | $ | 172,571 | ||||||||||
R. Milton Johnson
|
| | | | $ | 71,441 | ||||||||||||||
Samuel N. Hazen
|
| | $ | 79,510 | $ | 101,488 | $ | 97,331 |
Plan Provisions |
Contribution | ||||
Service | Credit | |||
0 to 4 years
|
4.5 | % | ||
5 to 9 years
|
6.0 | % | ||
10 to 14 years
|
8.0 | % | ||
15 to 19 years
|
10.0 | % | ||
20 or more years
|
11.0 | % |
89
Supplemental Information |
Jack O. Bovender, Jr. |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | |||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | |||||||||||||||||||||||||
Cash Severance(1)
|
| | | $ | 16,131,834 | | $ | 16,131,834 | | | ||||||||||||||||||||||
Unvested Stock Options(2)
|
| | | | | | | | ||||||||||||||||||||||||
SERP(3)
|
$ | 18,392,005 | $ | 18,392,005 | $ | 18,392,005 | $ | 18,392,005 | $ | 18,392,005 | $ | 18,392,005 | $ | 18,392,005 | $ | 15,715,068 | ||||||||||||||||
Retirement Plans(4)
|
$ | 2,927,127 | $ | 2,927,127 | $ | 2,927,127 | $ | 2,927,127 | $ | 2,927,127 | $ | 2,927,127 | $ | 2,927,127 | $ | 2,927,127 | ||||||||||||||||
Health and Welfare Benefits(5)
|
| | | $ | 40,162 | | | | | |||||||||||||||||||||||
Disability Income(6)
|
| | | | | | $ | 1,346,299 | | |||||||||||||||||||||||
Life Insurance Benefits(7)
|
| | | | | | | $ | 2,021,000 | |||||||||||||||||||||||
Accrued Vacation Pay
|
$ | 224,339 | $ | 224,339 | $ | 224,339 | $ | 224,339 | $ | 224,339 | $ | 224,339 | $ | 224,339 | $ | 224,339 |
(1) | Represents amounts Mr. Bovender would be entitled to receive pursuant to his employment agreement. See Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements. |
(2) | As a result of the Merger, all outstanding options vested so that Mr. Bovender had no unvested options as of December 31, 2006. |
(3) | Reflects the present value of the stream of payments from the SERP. Does not reflect changes to the SERP effective for terminations on or after January 1, 2007, including the addition of a lump sum option and revision of the actuarial factors. |
(4) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Bovender would be entitled. The value includes $196,650 from the HCA Retirement Plan, $34,408 from the HCA 401(k) Plan (which represents the value of the Companys matching contributions), and $2,696,069 from the HCA Restoration Plan. |
(5) | Reflects the present value of the medical premiums for Mr. Bovender and his spouse from termination to age 65 as required pursuant to Mr. Bovenders employment agreement. See Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements. |
(6) | Reflects the estimated lump sum present value of all future payments which Mr. Bovender would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable until age 65, and monthly benefits of $10,000 per month from our Super Supplemental Insurance Program payable for 42 months after the six-month elimination period. |
(7) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Bovender. Mr. Bovenders payment upon death while actively employed includes $1,621,000 of Company-paid life insurance and $400,000 from the Executive Death Benefit Plan. |
90
Richard M. Bracken |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | |||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | |||||||||||||||||||||||||
Cash Severance(1)
|
| | | $ | 7,795,101 | | $ | 7,795,101 | | | ||||||||||||||||||||||
Unvested Stock Options(2)
|
| | | | | | | | ||||||||||||||||||||||||
SERP(3)
|
$ | 9,083,224 | | | $ | 9,083,224 | $ | 9,083,224 | $ | 9,083,224 | $ | 9,083,224 | $ | 8,230,949 | ||||||||||||||||||
Retirement Plans(4)
|
$ | 2,555,631 | $ | 2,555,631 | $ | 2,555,631 | $ | 2,555,631 | $ | 2,555,631 | $ | 2,555,631 | $ | 2,555,631 | $ | 2,555,631 | ||||||||||||||||
Health and Welfare Benefits
|
| | | | | | | | ||||||||||||||||||||||||
Disability Income(5)
|
| | | | | | $ | 1,937,132 | | |||||||||||||||||||||||
Life Insurance Benefits(6)
|
| | | | | | | $ | 1,136,000 | |||||||||||||||||||||||
Accrued Vacation Pay
|
$ | 146,890 | $ | 146,890 | $ | 146,890 | $ | 146,890 | $ | 146,890 | $ | 146,890 | $ | 146,890 | $ | 146,890 |
(1) | Represents amounts Mr. Bracken would be entitled to receive pursuant to his employment agreement. See Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements. |
(2) | As a result of the Merger, all outstanding options vested so that Mr. Bracken had no unvested options as of December 31, 2006. |
(3) | Reflects the present value of the stream of payments from the SERP. Does not reflect changes to the SERP effective for terminations on or after January 1, 2007, including the addition of a lump sum option and revision of the actuarial factors. Mr. Bracken was not eligible for early or normal retirement under the SERP at December 31, 2006. |
(4) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Bracken would be entitled. The value includes $763,321 from the HCA Retirement Plan, $388,636 from the HCA 401(k) Plan (which represents the value of the Companys matching contributions), and $1,403,674 from the HCA Restoration Plan. |
(5) | Reflects the estimated lump sum present value of all future payments which Mr. Bracken would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable until age 65, and monthly benefits of $10,000 per month from our Super Supplemental Insurance Program payable to age 65. |
(6) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Bracken. Mr. Brackens payment upon death while actively employed includes $1,061,000 of Company-paid life insurance and $75,000 from the Executive Death Benefit Plan. |
91
R. Milton Johnson |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | |||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | |||||||||||||||||||||||||
Cash Severance(1)
|
| | | $ | 4,426,149 | | $ | 4,426,149 | | | ||||||||||||||||||||||
Unvested Stock Options(2)
|
| | | | | | | | ||||||||||||||||||||||||
SERP(3)
|
$ | 2,254,672 | | | $ | 2,627,200 | $ | 2,254,672 | $ | 2,627,200 | $ | 2,254,672 | $ | 1,958,523 | ||||||||||||||||||
Retirement Plans(4)
|
$ | 1,554,747 | $ | 1,554,747 | $ | 1,554,747 | $ | 1,554,747 | $ | 1,554,747 | $ | 1,554,747 | $ | 1,554,747 | $ | 1,554,747 | ||||||||||||||||
Health and Welfare Benefits
|
| | | | | | | | ||||||||||||||||||||||||
Disability Income(5)
|
| | | | | | $ | 2,162,557 | | |||||||||||||||||||||||
Life Insurance Benefits(6)
|
| | | | | | | $ | 751,000 | |||||||||||||||||||||||
Accrued Vacation Pay
|
$ | 103,899 | $ | 103,899 | $ | 103,899 | $ | 103,899 | $ | 103,899 | $ | 103,899 | $ | 103,899 | $ | 103,899 |
(1) | Represents amounts Mr. Johnson would be entitled to receive pursuant to his employment agreement. See Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements. |
(2) | As a result of the Merger, all outstanding options vested so that Mr. Johnson had no unvested options as of December 31, 2006. |
(3) | Reflects the present value of the stream of payments from the SERP. Does not reflect changes to the SERP effective for terminations on or after January 1, 2007, including the addition of a lump sum option and revision of the actuarial factors. Mr. Johnson was not eligible for early or normal retirement under the SERP at December 31, 2006. |
(4) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Johnson would be entitled. The value includes $241,186 from the HCA Retirement Plan, $764,199 from the HCA 401(k) Plan (which represents the value of the Companys matching contributions), and $549,362 from the HCA Restoration Plan. |
(5) | Reflects the estimated lump sum present value of all future payments which Mr. Johnson would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable until age 65, and monthly benefits of $10,000 per month from our Super Supplemental Insurance Program payable to age 65. |
(6) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Johnson. Mr. Johnsons payment upon death while actively employed includes $751,000 of Company-paid life insurance. |
92
Samuel N. Hazen |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | |||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | |||||||||||||||||||||||||
Cash Severance(1)
|
| | | $ | 3,406,149 | | $ | 3,406,149 | | | ||||||||||||||||||||||
Unvested Stock Options(2)
|
| | | | | | | | ||||||||||||||||||||||||
SERP(3)
|
$ | 2,935,987 | | | $ | 3,132,967 | $ | 2,935,987 | $ | 3,132,967 | $ | 2,935,987 | $ | 2,427,649 | ||||||||||||||||||
Retirement Plans(4)
|
$ | 1,272,753 | $ | 1,272,753 | $ | 1,272,753 | $ | 1,272,753 | $ | 1,272,753 | $ | 1,272,753 | $ | 1,272,753 | $ | 1,272,753 | ||||||||||||||||
Health and Welfare Benefits
|
| | | | | | | | ||||||||||||||||||||||||
Disability Income(5)
|
| | | | | | $ | 2,418,906 | | |||||||||||||||||||||||
Life Insurance Benefits(6)
|
| | | | | | | $ | 789,000 | |||||||||||||||||||||||
Accrued Vacation Pay
|
$ | 109,201 | $ | 109,201 | $ | 109,201 | $ | 109,201 | $ | 109,201 | $ | 109,201 | $ | 109,201 | $ | 109,201 |
(1) | Represents amounts Mr. Hazen would be entitled to receive pursuant to his employment agreement. See Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements. |
(2) | As a result of the Merger, all outstanding options vested so that Mr. Hazen had no unvested options as of December 31, 2006. |
(3) | Reflects the present value of the stream of payments from the SERP. Does not reflect changes to the SERP effective for terminations on or after January 1, 2007, including the addition of a lump sum option and revision of the actuarial factors. Mr. Hazen was not eligible for early or normal retirement under the SERP at December 31, 2006. |
(4) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Hazen would be entitled. The value includes $275,223 from the HCA Retirement Plan, $240,244 from the HCA 401(k) Plan (which represents the value of the Companys matching contributions), and $757,286 from the HCA Restoration Plan. |
(5) | Reflects the estimated lump sum present value of all future payments which Mr. Hazen would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable until age 65, and monthly benefits of $10,000 per month from our Super Supplemental Insurance Program payable to age 65. |
(6) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Hazen. Mr. Hazens payment upon death while actively employed with the Company includes $789,000 of the Company-paid life insurance. |
93
W. Paul Rutledge |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | |||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | |||||||||||||||||||||||||
Cash Severance(1)
|
| | | $ | 1,745,299 | | $ | 1,745,299 | | | ||||||||||||||||||||||
Unvested Stock Options(2)
|
| | | | | | | | ||||||||||||||||||||||||
SERP(3)
|
$ | 2,667,902 | | | $ | 2,667,902 | $ | 2,667,902 | $ | 2,667,902 | $ | 2,667,902 | $ | 2,388,808 | ||||||||||||||||||
Retirement Plans(4)
|
$ | 1,261,470 | $ | 1,261,470 | $ | 1,261,470 | $ | 1,261,470 | $ | 1,261,470 | $ | 1,261,470 | $ | 1,261,470 | $ | 1,261,470 | ||||||||||||||||
Health and Welfare Benefits
|
| | | | | | | | ||||||||||||||||||||||||
Disability Income(5)
|
| | | | | | $ | 1,973,470 | | |||||||||||||||||||||||
Life Insurance Benefits(6)
|
| | | | | | | $ | 725,000 | |||||||||||||||||||||||
Accrued Vacation Pay
|
$ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 |
(1) | Represents amounts Mr. Rutledge would be entitled to receive pursuant to his employment agreement. See Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements. |
(2) | As a result of the Merger, all outstanding options vested so that Mr. Rutledge had no unvested options as of December 31, 2006. |
(3) | Reflects the present value of the stream of payments from the SERP. Does not reflect changes to the SERP effective for terminations on or after January 1, 2007, including the addition of a lump sum option and revision of the actuarial factors. Mr. Rutledge was not eligible for early or normal retirement under the SERP at December 31, 2006. |
(4) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Rutledge would be entitled. The value includes $588,732 from the HCA Retirement Plan, $268,601 from the HCA 401(k) Plan (which represents the value of the Companys matching contributions), and $404,137 from the HCA Restoration Plan. |
(5) | Reflects the estimated lump sum present value of all future payments which Mr. Rutledge would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable until age 65, and monthly benefits of $10,000 per month from our Super Supplemental Insurance Program payable to age 65. |
(6) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Rutledge. Mr. Rutledges payment upon death while actively employed includes $650,000 of Company-paid life insurance and $75,000 from the Executive Death Benefit Plan. |
94
Charles R. Evans |
Involuntary | Voluntary | |||||||||||||||||||||||||||||||
Termination | Termination | |||||||||||||||||||||||||||||||
Voluntary | Early | Normal | Without | Termination | for Good | |||||||||||||||||||||||||||
Termination | Retirement | Retirement | Cause | for Cause | Reason | Disability | Death | |||||||||||||||||||||||||
Cash Severance(1)
|
| | | $ | 362,261 | | $ | 362,261 | | | ||||||||||||||||||||||
Unvested Stock Options(2)
|
| | | | | | | | ||||||||||||||||||||||||
SERP(3)
|
$ | 4,229,867 | $ | 4,229,867 | | $ | 4,985,027 | $ | 4,229,867 | $ | 4,985,027 | $ | 4,229,867 | $ | 3,743,767 | |||||||||||||||||
Retirement Plans(4)
|
$ | 698,925 | $ | 698,925 | $ | 698,925 | $ | 698,925 | $ | 698,925 | $ | 698,925 | $ | 698,925 | $ | 698,925 | ||||||||||||||||
Health and Welfare Benefits
|
| | | | | | | | ||||||||||||||||||||||||
Disability Income(5)
|
| | | | | | $ | 1,094,130 | | |||||||||||||||||||||||
Life Insurance Benefits(6)
|
| | | | | | | $ | 725,000 | |||||||||||||||||||||||
Accrued Vacation Pay
|
$ | 100,318 | $ | 100,318 | $ | 100,318 | $ | 100,318 | $ | 100,318 | $ | 100,318 | $ | 100,318 | $ | 100,318 |
(1) | Represents amounts owing to Mr. Evans pursuant to our severance policy applicable to all employees, which provides that an employee who is involuntarily terminated for reasons other than a reduction in force or cause will receive a lump sum equal to 50% of the employees base compensation that would have been payable over a certain period of time. The period of time for which payment is due is determined based upon the employees salary level and the duration of his or her employment with the Company at the time of termination. Based upon his length of service and pay level, Mr. Evans would receive a lump sum equal to 50% of his base salary that would have been due for one year. In lieu of paying Mr. Evans a lump sum, we have agreed that he will continue to receive base salary and benefits for a period of six months which ends June 30, 2007. |
(2) | As a result of the Merger, all outstanding options vested so that Mr. Evans had no unvested options as of December 31, 2006 |
(3) | Reflects the present value of the stream of payments from the SERP. Does not reflect changes to the SERP effective for terminations on or after January 1, 2007, including the addition of a lump sum option and revision of the actuarial factors. Mr. Evans was not eligible for normal retirement under the SERP as of December 31, 2006. |
(4) | Reflects the estimated lump sum present value of qualified and nonqualified retirement plans to which Mr. Evans would be entitled. The value includes $197,919 from the HCA Retirement Plan, $36,992 from the HCA 401(k) Plan (which represents the value of the Companys matching contributions), and $464,014 from the HCA Restoration Plan. |
(5) | Reflects the estimated lump sum present value of all future payments which Mr. Evans would be entitled to receive under our disability program, including five months of salary continuation, monthly long term disability benefits of $10,000 per month payable until age 65, and monthly benefits of $8,159 per month from our Super Supplemental Insurance Program payable to age 65. |
(6) | No post-retirement or post-termination life insurance or death benefits are provided to Mr. Evans. Mr. Evans payment upon death while actively employed with the Company includes $725,000 of Company-paid life insurance. |
95
Fees Earned
or Paid in
Stock
Option
All Other
Cash
Awards
Awards
Compensation
Total
Name
($)(1)
($)(2)
($)(3)
($)(4)
($)
$
21,500
$
245,144
$
183,803
$
16,514
$
466,961
$
34,000
$
126,295
$
189,384
$
5,104
$
354,783
$
38,500
$
159,973
$
189,384
$
20,537
$
408,394
$
11,500
$
186,911
$
157,221
$
6,473
$
362,105
$
145,500
$
177,974
$
189,384
$
39,740
$
552,598
$
88,000
$
172,580
$
189,384
$
29,968
$
479,932
$
107,375
$
152,317
$
156,738
$
22,129
$
438,559
$
89,000
$
163,840
$
189,384
$
34,962
$
477,186
$
87,000
$
90,049
$
189,384
$
33,725
$
400,158
$
99,500
$
159,973
$
189,384
$
19,573
$
468,430
$
28,500
$
163,839
$
189,384
$
23,188
$
404,911
$
41,000
$
182,944
$
171,455
$
36,393
$
431,792
(1) | Amounts include portions of annual Board and committee retainers which directors elected to receive in cash and meeting fees. With respect to Mr. Gluck, amounts also include $100,000 paid as a retainer for service as Chair of the Special Committee appointed for purposes of evaluating the Merger. With respect to Messrs. Holliday, Long and Nelson and Ms. Hatchett, amounts include $60,000 paid as a retainer for service on the Special Committee. |
(2) | Amounts include restricted shares and restricted share units that directors received as all or a portion of their annual retainer in lieu of cash, and restricted shares units that all directors received as part of their long term incentive awards in 2006. The terms of the restricted share and restricted share unit awards granted in 2006 are described in more detail under Narrative to Director Compensation Table. As a result of the Merger, all outstanding equity awards vested and therefore all compensation expense associated with such awards was recognized in 2006 in accordance with SFAS 123(R). |
(3) | Amounts include stock options granted as part of the directors long term incentive awards. The terms of the option awards granted in 2006 are described in more detail under Narrative to Director Compensation Table. As a result of the Merger, all outstanding equity awards vested and therefore all compensation expense associated with such awards was recognized in 2006 in accordance with SFAS 123(R). |
(4) | Amounts consist of: |
| Dividends on restricted shares and restricted share units. On March 1, 2006, June 1, 2006 and September 1, 2006, we paid dividends of $0.15 per share, $0.17 per share and $0.17 per share for each issued and outstanding share of common stock of HCA, including restricted shares. Additionally, we accrued dividends with respect to certain restricted share units held by the directors. As a result of the Merger, all accrued but previously unpaid dividends on restricted share units were paid in 2006. | |
| Personal use of corporate aircraft. In 2006, Dr. Frist and Dr. Shapiro were allowed personal travel on our airplane with an incremental cost of approximately $2,793 and $1,939, respectively, to us. The aggregate incremental cost of Drs. Frist and Shapiros travel on the plane was calculated based on the same methodology used to determine the cost of the named executive officers personal airplane usage, |
96
which is described in footnote (6) to the Summary Compensation Table. We grossed up the income attributed to Dr. Frist with respect to one trip he made on the Company airplane, which amount is also included. | ||
| Amounts paid by The HCA Foundation in 2006 to charities of the directors selection through our matching charitable contribution program. |
97
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| each person who is known by us to own beneficially more than 5% of the outstanding shares of our common stock; | |
| each of our directors; | |
| each of our executive officers named in the Summary Compensation Table; and | |
| all of our directors and executive officers as a group. |
98
Name of Beneficial Owner
Number of Shares
Percent
90,666,870
(1)
97.5
%
(1)
(1)
482,276
(2)
*
234,276
(3)
*
(1)
(1)
(1)
(1)
137,120
(4)
*
156,869
(5)
*
(1)
(1)
(1)
67,753
(6)
*
(1)
(1)
1,936,942
(7)
2.0
* | Less than one percent. |
(1) | Hercules Holding holds 90,666,870 shares, or 97.5%, of our outstanding common stock. Hercules Holding is held by a private investor group, including affiliates of Bain Capital Partners (Bain), Kohlberg Kravis Roberts & Co. LLC (KKR) and Merrill Lynch Global Private Equity (MLGPE), and affiliates of HCA founder Dr. Thomas F. Frist, Jr., who is a director of the Company, including Mr. Thomas F. Frist III, who also serves as a director. Messrs. Connaughton, Gordon and Pagliuca are affiliated with Bain, which indirectly holds 22,980,392 shares, or 24.7%, of our outstanding common stock through the interests of certain of its affiliated funds in Hercules Holding. Messrs. Michelson, Momtazee and Stavros are affiliated with KKR, which indirectly holds 22,980,392 shares, or 24.7%, of our outstanding common stock through the interests of certain of its affiliated funds in Hercules Holding. Messrs. Birosak, Bitar and Thorne are affiliated with MLGPE, which indirectly holds 22,980,392 shares, or 24.7%, of our outstanding common stock through the interests of certain of its affiliated funds in Hercules Holding. Dr. Frist may be deemed to indirectly beneficially hold 17,804,125 shares, or 19.1%, of our outstanding common stock through his interests in Hercules Holding; and Mr. Frist may be deemed to indirectly beneficially hold 8,130,780 shares, or 9.0%, of our outstanding common stock through his interests in Hercules Holding. The principal office addresses of Hercules Holding are c/o Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, MA 02199, c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025 and c/o Merrill Lynch Global Private Equity, Four World Financial Center, Floor 23, New York, NY 10080. The telephone number at each of the principal offices is (617) 516-2000, (650) 233-6560 and (212) 449-1000, respectively. |
(2) | Includes 360,494 shares issuable upon exercise of options. |
(3) | Includes 152,793 shares issuable upon exercise of options. |
(4) | Includes 117,120 shares issuable upon exercise of options. |
(5) | Includes 156,869 shares issuable upon exercise of options. |
(6) | Includes 35,003 shares issuable upon exercise of options. |
(7) | Includes 1,506,946 shares issuable upon exercise of options. |
99
(a) | (b) | (c) | ||||||||||
Number of securities | Weighted-average | Number of securities remaining | ||||||||||
to be issued | exercise price of | available for future issuance | ||||||||||
upon exercise of | outstanding | under equity compensation | ||||||||||
outstanding options, | options, | plans (excluding securities | ||||||||||
warrants and rights | warrants and rights | reflected in column(a)) | ||||||||||
Equity compensation plans approved by security holders
|
2,285 | $ | 12.50 | 10,656 | ||||||||
Equity compensation plans not approved by security holders
|
| | | |||||||||
Total
|
2,285 | $ | 12.50 | 10,656 | ||||||||
* | For additional information concerning our equity compensation plans, see the discussion in Note 3 Share-Based Compensation in the notes to the consolidated financial statements. |
Item 13. | Certain Relationships and Related Transactions |
100
101
102
103
Patient | ||||||||||||||||
Safety and | ||||||||||||||||
Audit and | Quality of | |||||||||||||||
Name of Director | Compliance | Compensation | Executive | Care | ||||||||||||
Christopher J. Birosak
|
Chair | |||||||||||||||
George A. Bitar
|
X | |||||||||||||||
Jack O. Bovender, Jr.*
|
Chair | |||||||||||||||
Richard M. Bracken*
|
||||||||||||||||
John P. Connaughton
|
X | |||||||||||||||
Thomas F. Frist, Jr., M.D.
|
X | X | ||||||||||||||
Thomas F. Frist III
|
X | |||||||||||||||
Christopher R. Gordon
|
X | |||||||||||||||
Michael W. Michelson
|
Chair | X | ||||||||||||||
James C. Momtazee
|
X | |||||||||||||||
Stephen G. Pagliuca
|
X | Chair | ||||||||||||||
Peter M. Stavros
|
X | |||||||||||||||
Nathan C. Thorne
|
X | X |
* | Indicates management director. |
104
105
Item 15. | Exhibits and Financial Statement Schedules |
2.1 | | Agreement and Plan of Merger, dated July 24, 2006, by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed July 25, 2006, and incorporated herein by reference). | ||||
3.1 | | Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Companys current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). | ||||
3.2 | | Amended and Restated Bylaws of the Company. | ||||
4.1 | | Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 3 to the Companys Form 8-A/A, Amendment No. 2, dated March 11, 2004, and incorporated herein by reference). | ||||
4.2 | | Indenture, dated November 17, 2006, among HCA Inc., the guarantors party thereto and The Bank of New York, as trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). | ||||
4.3 | | Security Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). | ||||
4.4 | | Pledge Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 to the Companys Current Report of Form 8-K filed November 24, 2006, and incorporated herein by reference). | ||||
4.5 | | Registration Rights Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary guarantors party thereto and the Initial Purchasers (filed as Exhibit 4.4 to the Companys Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). | ||||
4.6(a) | | Form of 9 1 / 8 % Senior Secured Notes due 2014 (included in Exhibit 4.2). | ||||
4.6(b) | | Form of 9 1 / 4 % Senior Secured Notes due 2016 (included in Exhibit 4.2). | ||||
4.6(c) | | Form of 9 5 / 8 %/10 3 / 8 % Senior Secured Toggle Notes due 1016 (included in Exhibit 4.2). | ||||
4.7(a) | | $13,550,000,000 1,000,000,000 Credit Agreement, dated as of November 17, 2006, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8 to the Companys Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). |
106
4.7(b)
Amendment No. 1 to the Credit Agreement, dated as of
February 16, 2007, among HCA Inc., HCA UK Capital
Limited, the lending institutions from time to time parties
thereto, Bank of America, N.A., as administrative agent,
JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as
Co- Syndication Agents, Banc of America Securities, LLC, J.P.
Morgan Securities Inc., Citigroup Global Markets Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Joint Lead Arrangers and Bookrunners, Deutsche Bank Securities
and Wachovia Capital Markets LLC, as Joint Bookrunners and
Merrill Lynch Capital Corporation, as Documentation Agent.
4.8
U.S. Guarantee, dated November 17, 2006, among HCA
Inc., the subsidiary guarantors party thereto and Bank of
America, N.A., as administrative agent (filed as
Exhibit 4.9 to the Companys Current Report on
Form 8-K filed November 24, 2006, and incorporated
herein by reference).
4.9
Security Agreement, dated November 17, 2006, among HCA
Inc., the subsidiary grantors party thereto and Bank of America,
N.A., as collateral agent (filed as Exhibit 4.10 to the
Companys Current Report on Form 8-K filed
November 24, 2006, and incorporated herein by reference).
4.10
Pledge Agreement, dated November 17, 2006, among HCA Inc.,
the subsidiary pledgors party thereto and Bank of America, N.A.,
as collateral agent (filed as Exhibit 4.11 to the
Companys Current Report on Form 8-K filed
November 24, 2006, and incorporated herein by reference).
4.11
$2,000,000,000 Credit Agreement, dated as of November 17,
2006, among HCA Inc., the subsidiary borrowers parties thereto,
the lending institutions from time to time parties thereto, Banc
of America Securities LLC, J.P. Morgan Securities Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as joint lead arrangers
and joint bookrunners, Bank of America, N.A., as administrative
agent, JPMorgan Chase Bank, N.A. and Citicorp North America,
Inc., as co-syndication agents and Merrill Lynch Capital
Corporation, as documentation agent (filed as Exhibit 4.12
to the Companys Current Report on Form 8-K filed
November 24, 2006, and incorporated herein by reference).
4.12
Security Agreement, dated as of November 17, 2006, among
HCA Inc., the subsidiary borrowers party thereto and Bank of
America, N.A., as collateral agent (filed as Exhibit 4.13
to the Companys Current Report on Form 8-K filed
November 24, 2006, and incorporated herein by reference).
4.13
Registration Rights Agreement, dated as of November 17,
2006, among HCA Inc., Hercules Holding II, LLC and certain
other parties thereto.
4.14
Registration Rights Agreement, dated as of March 16, 1989,
by and among HCA-Hospital Corporation of America and the persons
listed on the signature pages thereto (filed as
Exhibit (g)(24) to Amendment No. 3 to the
Schedule 13E-3 filed by HCA-Hospital Corporation of
America, Hospital Corporation of America and The HCA Profit
Sharing Plan on March 22, 1989, and incorporated herein by
reference).
4.15
Assignment and Assumption Agreement, dated as of
February 10, 1994, between HCA-Hospital Corporation of
America and the Company relating to the Registration Rights
Agreement, as amended (filed as Exhibit 4.7 to the
Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, and incorporated herein by
reference).
4.16(a)
Indenture, dated as of December 16, 1993 between the
Company and The First National Bank of Chicago, as Trustee
(filed as Exhibit 4.11 to the Companys Annual Report
on Form 10-K for the fiscal year ended December 31,
1993, and incorporated herein by reference).
4.16(b)
First Supplemental Indenture, dated as of May 25, 2000
between the Company and Bank One Trust Company, N.A., as Trustee
(filed as Exhibit 4.4 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30,
2000, and incorporated herein by reference).
4.16(c)
Second Supplemental Indenture, dated as of July 1, 2001
between the Company and Bank One Trust Company, N.A., as Trustee
(filed as Exhibit 4.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30,
2001, and incorporated herein by reference).
4.16(d)
Third Supplemental Indenture, dated as of December 5, 2001
between the Company and The Bank of New York, as Trustee (filed
as Exhibit 4.5(d) to the Companys Annual Report of
Form 10-K for the fiscal year ended December 31, 2001,
and incorporated herein by reference).
107
4.16(e)
Fourth Supplemental Indenture, dated as of November 14,
2006, between the Company and The Bank of New York, as Trustee
(filed as Exhibit 4.1 to the Companys Current Report
on Form 8-K filed November 16, 2006, and incorporated
herein by reference).
4.17
Form of 7.5% Debentures due 2023 (filed as Exhibit 4.2
to the Companys Current Report on Form 8-K dated
December 15, 1993, and incorporated herein by reference).
4.18
Form of 8.36% Debenture due 2024 (filed as Exhibit 4.1
to the Companys Current Report on Form 8-K dated
April 20, 1994, and incorporated herein by reference).
4.19
Form of Fixed Rate Global Medium Term Note (filed as
Exhibit 4.1 to the Companys Current Report on
Form 8-K dated July 11, 1994, and incorporated herein
by reference).
4.20
Form of Floating Rate Global Medium Term Note (filed as
Exhibit 4.2 to the Companys Current Report on
Form 8-K dated July 11, 1994, and incorporated herein
by reference).
4.21
Form of 7.69% Note due 2025 (filed as Exhibit 4.10 to
the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, and incorporated
herein by reference).
4.22
Form of 7.19% Debenture due 2015 (filed as Exhibit 4.1
to the Companys Current Report on Form 8-K dated
November 20, 1995, and incorporated herein by reference).
4.23
Form of 7.50% Debenture due 2095 (filed as Exhibit 4.2
to the Companys Current Report on Form 8-K dated
November 20, 1995, and incorporated herein by reference).
4.24
Form of 7.05% Debenture due 2027 (filed as Exhibit 4.1
to the Companys Current Report on Form 8-K dated
December 5, 1995, and incorporated herein by reference).
4.25
Form of Fixed Rate Global Medium Term Note (filed as
Exhibit 4.1 to the Companys Current Report on
Form 8-K dated July 2, 1996, and incorporated herein
by reference).
4.26(a)
8.750% Note in the principal amount of $400,000,000 due
2010 (filed as Exhibit 4.1 to the Companys Current
Report on Form 8-K dated August 23, 2000, and
incorporated herein by reference).
4.26(b)
8.750% Note in the principal amount of $350,000,000 due
2010 (filed as Exhibit 4.2 to the Companys Current
Report on Form 8-K dated August 23, 2000, and
incorporated herein by reference).
4.27
8.75% Note due 2010 in the principal amount of
£150,000,000 (filed as Exhibit 4.1 to the
Companys Current Report on Form 8-K dated
October 25, 2000, and incorporated herein by reference).
4.28(a)
7
7
/
8
% Note
in the principal amount of $100,000,000 due 2011 (filed as
Exhibit 4.1 to the Companys Current Report on
Form 8-K dated January 23, 2001, and incorporated
herein by reference).
4.28(b)
7
7
/
8
% Note
in the principal amount of $400,000,000 due 2011 (filed as
Exhibit 4.2 to the Companys Current Report on
Form 8-K dated January 23, 2001, and incorporated
herein by reference).
4.29(a)
6.95% Note due 2012 in the principal amount of
$400,000,000. (filed as Exhibit 4.5 to the Companys
Current Report on Form 8-K dated April 23, 2002, and
incorporated herein by reference).
4.29(b)
6.95% Note due 2012 in the principal amount of
$100,000,000. (filed as Exhibit 4.6 to the Companys
Current Report on Form 8-K dated April 23, 2002, and
incorporated herein by reference).
4.30(a)
6.30% Note due 2012 in the principal amount of
$400,000,000. (filed as Exhibit 4.1 to the Companys
Current Report on Form 8-K dated September 18, 2002,
and incorporated herein by reference).
4.30(b)
6.30% Note due 2012 in the principal amount of
$100,000,000. (filed as Exhibit 4.2 to the Companys
Current Report on Form 8-K dated September 18, 2002,
and incorporated herein by reference).
4.31(a)
6.25% Note due 2013 in the principal amount of $400,000,000
(filed as Exhibit 4.1 to the Companys Current Report
on Form 8-K dated February 5, 2003, and incorporated
herein by reference).
108
4.31(b)
6.25% Note due 2013 in the principal amount of $100,000,000
(filed as Exhibit 4.2 to the Companys Current Report
on Form 8-K dated February 5, 2003, and incorporated
herein by reference).
4.32(a)
6
3
/
4
% Note
due 2013 in the principal amount of $400,000,000 (filed as
Exhibit 4.1 to the Companys Current Report on
Form 8-K dated July 23, 2003, and incorporated herein
by reference).
4.32(b)
6
3
/
4
% Note
due 2013 in the principal amount of $100,000,000 (filed as
Exhibit 4.2 to the Companys Current Report on
Form 8-K dated July 23, 2003, and incorporated herein
by reference).
4.33
7.50% Note due 2033 in the principal amount of $250,000,000
(filed as Exhibit 4.2 to the Companys Current Report
on Form 8-K dated November 6, 2003, and incorporated
herein by reference).
4.34
5.75% Note due 2014 in the principal amount of $500,000,000
(filed as Exhibit 4.1 to the Companys Current Report
on Form 8-K dated March 8, 2004, and incorporated
herein by reference).
4.35
5.500% Note due 2009 in the principal amount of
$500,000,000 (filed as Exhibit 4.1 to the Companys
Current Report on Form 8-K dated November 16, 2004,
and incorporated herein by reference).
4.36(a)
6.375% Note due 2015 in the principal amount of
$500,000,000 (filed as Exhibit 4.2 to the Companys
Current Report on Form 8-K dated November 16, 2004,
and incorporated herein by reference).
4.36(b)
6.375% Note due 2015 in the principal amount of
$250,000,000 (filed as Exhibit 4.3 to the Companys
Current Report on Form 8-K dated November 16, 2004,
and incorporated herein by reference).
4.37(a)
6.500% Note due 2016 in the principal amount of
$500,000,000 (filed as Exhibit 4.1 to the Companys
Current Report on Form 8-K filed on February 8, 2006,
and incorporated herein by reference).
4.37(b)
6.500% Note due 2016 in the principal amount of
$500,000,000 (filed as Exhibit 4.2 to the Companys
Current Report on Form 8-K filed on February 8, 2006,
and incorporated herein by reference).
10.1(a)
Amended and Restated Columbia/ HCA Healthcare Corporation 1992
Stock and Incentive Plan (filed as Exhibit 10.7(b) to the
Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, and incorporated herein by
reference).*
10.1(b)
First Amendment to Amended and Restated Columbia/ HCA Healthcare
Corporation 1992 Stock and Incentive Plan (filed as
Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999,
and incorporated herein by reference).*
10.2
HCA-Hospital Corporation of America Nonqualified Initial Option
Plan (filed as Exhibit 4.6 to the Companys
Registration Statement on Form S-3 (File
No. 33-52379), and incorporated herein by reference).*
10.3
Form of Indemnity Agreement with certain officers and directors
(filed as Exhibit 10(kk) to Galen Health Care, Inc.s
Registration Statement on Form 10, as amended, and
incorporated herein by reference).
10.4
Form of Galen Health Care, Inc. 1993 Adjustment Plan (filed as
Exhibit 4.15 to the Companys Registration Statement
on Form S-8 (File No. 33-50147), and incorporated
herein by reference).*
10.5
HCA-Hospital Corporation of America 1992 Stock Compensation Plan
(filed as Exhibit 10(t) to HCA-Hospital Corporation of
Americas Registration Statement on Form S-1 (File
No. 33-44906), and incorporated herein by reference).*
10.6
Columbia/HCA Healthcare Corporation 2000 Equity Incentive Plan
(filed as Exhibit A to the Companys Proxy Statement
for the Annual Meeting of Stockholders on May 25, 2000, and
incorporated herein by reference).*
109
10.7
Form of Non-Qualified Stock Option Award Agreement (Officers)
(filed as Exhibit 99.2 to the Companys Current Report
on Form 8-K dated February 2, 2005, and incorporated
herein by reference).*
10.8
HCA 2005 Equity Incentive Plan (filed as Exhibit B to the
Companys Proxy Statement for the Annual Meeting of
Shareholders on May 26, 2005, and incorporated herein by
reference);.*
10.9
Form of 2005 Non-Qualified Stock Option Agreement (Officers)
(filed as Exhibit 99.2 to the Companys Current Report
on Form 8-K dated October 6, 2005, and incorporated
herein by reference).*
10.10
Form of 2006 Non-Qualified Stock Option Award Agreement
(Officers) (filed as Exhibit 10.2 to the Companys
Current Report on Form 8-K dated February 1, 2006, and
incorporated herein by reference).*
10.11
2006 Stock Incentive Plan for Key Employees of HCA Inc. and its
Affiliates.*
10.12
Management Stockholders Agreement dated November 17,
2006.
10.13
Sale Participation Agreement dated November 17, 2006.
10.14
Form of Option Rollover Agreement.*
10.15
Form of Option Agreement (2007).*
10.16
Exchange and Purchase Agreement.
10.17
Civil and Administrative Settlement Agreement, dated
December 14, 2000 between the Company, the United States
Department of Justice and others (filed as Exhibit 99.2 to
the Companys Current Report on Form 8-K dated
December 20, 2000, and incorporated herein by reference).
10.18
Plea Agreement, dated December 14, 2000 between the
Company, Columbia Homecare Group, Inc., Columbia Management
Companies, Inc. and the United States Department of Justice
(filed as Exhibit 99.3 to the Companys Current Report
on Form 8-K dated December 20, 2000, and incorporated
herein by reference).
10.19
Corporate Integrity Agreement, dated December 14, 2000
between the Company and the Office of Inspector General of the
United States Department of Health and Human Services (filed as
Exhibit 99.4 to the Companys Current Report on
Form 8-K dated December 20, 2000, and incorporated
herein by reference).
10.20
Management Agreement, dated November 17, 2006, among HCA
Inc., Bain Capital Partners, LLC, Kohlberg Kravis
Roberts & Co. L.P., Dr. Thomas F. Frist Jr.,
Patricia F. Elcan, William R. Frist and Thomas F. Frist, III,
and Merrill Lynch Global Partners, Inc.
10.21
Retirement Agreement between the Company and Thomas F.
Frist, Jr., M.D. dated as of January 1, 2002
(filed as Exhibit 10.30 to the Companys Annual Report
on Form 10-K for the fiscal year ended December 31,
2001, and incorporated herein by reference).*
10.22(a)
HCA Supplemental Executive Retirement Plan dated as of
July 1, 2001 (filed as Exhibit 10.31 to the
Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, and incorporated herein by
reference).*
10.22(b)
First Amendment to the HCA Supplemental Executive Retirement
Plan (filed as Exhibit 10.21(b) to the Companys
Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, and incorporated herein by reference).*
10.22(c)
Second Amendment to Supplemental Executive Retirement Plan dated
November 16, 2006.*
10.23
HCA Restoration Plan dated as of January 1, 2001 (filed as
Exhibit 10.32 to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2001,
and incorporated herein by reference).*
10.24
HCA Inc. 2005 Senior Officer Performance Excellence Program
(filed as Exhibit 10.1 to the Companys Current Report
on Form 8-K filed on March 30, 2005, and incorporated
herein by reference).*
10.25
HCA Inc. 2006 Senior Officer Performance Excellence Program
(filed as Exhibit 10.3 to the Companys Current Report
on 8-K filed February 1, 2006, and incorporated herein
by reference).*
10.26
HCA Inc. 2007 Senior Officer Performance Excellence Program.*
110
10.27(a)
Employment Agreement dated November 16, 2006 (Jack O.
Bovender Jr.).*
10.27(b)
Employment Agreement dated November 16, 2006 (Richard M.
Bracken).*
10.27(c)
Employment Agreement dated November 16, 2006 (R. Milton
Johnson).*
10.27(d)
Employment Agreement dated November 16, 2006 (Samuel N.
Hazen).*
10.27(e)
Employment Agreement dated November 16, 2006 (W. Paul
Rutledge).*
10.28
Administrative Settlement Agreement dated June 25, 2003 by
and between the United States Department of Health and Human
Services, acting through the Centers for Medicare and Medicaid
Services, and the Company (filed as Exhibit 10.1 to the
Companys Quarterly Report of Form 10-Q for the
quarter ended June 30, 2003, and incorporated herein by
reference).
10.29
Civil Settlement Agreement by and among the United States of
America, acting through the United States Department of Justice
and on behalf of the Office of Inspector General of the
Department of Health and Human Services, the TRICARE Management
Activity (filed as Exhibit 10.2 to the Companys
Quarterly Report of Form 10-Q for the quarter ended
June 30, 2003, and incorporated herein by reference).
10.30(a)
$2.5 billion Credit Agreement, dated November 9, 2004,
by and among the Company, the several banks and other financial
institutions from time to time parties hereto, J.P. Morgan
Securities Inc., as Sole Advisor, Lead Arranger and Bookrunner,
certain other agents and arrangers and JPMorgan Chase Bank, as
Administrative Agent (filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K dated
November 10, 2004, and incorporated herein by reference).
10.30(b)
First Amendment to $2.5 billion Credit Agreement, dated
November 3, 2005 (filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed
November 3, 2005, and incorporated herein by reference).
10.31
$1.0 billion Credit Agreement, dated November 3, 2005,
by and among the Company, the Several banks and other financial
institutions from time to time parties thereto, J.P. Morgan
Securities Inc., Merrill Lynch & Co., and Merrill
Lynch, Pierce, Fenner & Smith, incorporated, as Joint
Lead Arrangers & Joint Bookrunners, Merrill Lynch
Capital Corporation, as Syndication Agent, and J.P. Morgan
Chase Bank, as Administrative Agent (filed as Exhibit 10.2
to the Companys Current Report on Form 8-K filed on
November 3, 2005, and incorporated herein by reference).
12
Statement re Computation of Ratio of Earnings to Fixed
Charges.
21
List of Subsidiaries.
23
Consent of Ernst & Young LLP.
31.1
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
* | Management compensatory plan or arrangement. |
111
HCA INC. |
By: | /s/ Jack O. Bovender, Jr. |
|
|
Jack O. Bovender, Jr. | |
Chief Executive Officer |
Signature | Title | Date | ||||
/s/
Jack O.
Bovender, Jr.
|
Chairman of the Board
and Chief Executive Officer (Principal Executive Officer) |
March 27, 2007 | ||||
/s/
Richard M. Bracken
|
President, Chief Operating Officer and Director | March 27, 2007 | ||||
/s/
R. Milton Johnson
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 27, 2007 | ||||
/s/
Christopher J.
Birosak
|
Director | March 27, 2007 | ||||
/s/
George A. Bitar
|
Director | March 27, 2007 | ||||
/s/
John P. Connaughton
|
Director | March 27, 2007 | ||||
/s/
Thomas F.
Frist, Jr., M.D.
|
Director | March 27, 2007 | ||||
/s/
Thomas F.
Frist, III
|
Director | March 27, 2007 | ||||
/s/
Christopher R.
Gordon
|
Director | March 27, 2007 | ||||
/s/
Michael W.
Michelson
|
Director | March 27, 2007 | ||||
/s/
James C. Momtazee
|
Director | March 27, 2007 |
112
Signature | Title | Date | ||||
/s/
Stephen G. Pagliuca
|
Director | March 27, 2007 | ||||
/s/
Peter M. Stavros
|
Director | March 27, 2007 | ||||
/s/
Nathan C. Thorne
|
Director | March 27, 2007 |
113
Page | |||||
F-2 | |||||
Consolidated Financial Statements:
|
|||||
F-3 | |||||
F-4 | |||||
F-5 | |||||
F-6 | |||||
F-7 | |||||
F-36 |
F-1
/s/ ERNST & YOUNG LLP |
F-2
2006 | 2005 | 2004 | |||||||||||
Revenues
|
$ | 25,477 | $ | 24,455 | $ | 23,502 | |||||||
Salaries and benefits
|
10,409 | 9,928 | 9,419 | ||||||||||
Supplies
|
4,322 | 4,126 | 3,901 | ||||||||||
Other operating expenses
|
4,057 | 4,039 | 3,797 | ||||||||||
Provision for doubtful accounts
|
2,660 | 2,358 | 2,669 | ||||||||||
Gains on investments
|
(243 | ) | (53 | ) | (56 | ) | |||||||
Equity in earnings of affiliates
|
(197 | ) | (221 | ) | (194 | ) | |||||||
Depreciation and amortization
|
1,391 | 1,374 | 1,250 | ||||||||||
Interest expense
|
955 | 655 | 563 | ||||||||||
Gains on sales of facilities
|
(205 | ) | (78 | ) | | ||||||||
Transaction costs
|
442 | | | ||||||||||
Impairment of long-lived assets
|
24 | | 12 | ||||||||||
23,615 | 22,128 | 21,361 | |||||||||||
Income before minority interests and income taxes
|
1,862 | 2,327 | 2,141 | ||||||||||
Minority interests in earnings of consolidated entities
|
201 | 178 | 168 | ||||||||||
Income before income taxes
|
1,661 | 2,149 | 1,973 | ||||||||||
Provision for income taxes
|
625 | 725 | 727 | ||||||||||
Net income
|
$ | 1,036 | $ | 1,424 | $ | 1,246 | |||||||
F-3
F-4
Common Stock | Capital in | Accumulated | ||||||||||||||||||||||||||||||
Excess of | Other | Retained | ||||||||||||||||||||||||||||||
Shares | Par | Par | Comprehensive | Earnings | ||||||||||||||||||||||||||||
(000) | Value | Value | Other | Income | (Deficit) | Total | ||||||||||||||||||||||||||
Balances, December 31, 2003
|
490,718 | $ | 5 | $ | | $ | 5 | $ | 168 | $ | 6,031 | $ | 6,209 | |||||||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||||||
Net income
|
1,246 | 1,246 | ||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||
Change in net unrealized gains on investment securities
|
10 | 10 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
21 | 21 | ||||||||||||||||||||||||||||||
Defined benefit plans
|
(6 | ) | (6 | ) | ||||||||||||||||||||||||||||
Total comprehensive income
|
25 | 1,246 | 1,271 | |||||||||||||||||||||||||||||
Cash dividends declared
|
(251 | ) | (251 | ) | ||||||||||||||||||||||||||||
Stock repurchases
|
(77,382 | ) | (1 | ) | (292 | ) | (2,816 | ) | (3,109 | ) | ||||||||||||||||||||||
Stock options exercised
|
7,032 | 224 | (5 | ) | 219 | |||||||||||||||||||||||||||
Employee benefit plan issuances
|
2,274 | 68 | 68 | |||||||||||||||||||||||||||||
Balances, December 31, 2004
|
422,642 | 4 | | | 193 | 4,210 | 4,407 | |||||||||||||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||||||
Net income
|
1,424 | 1,424 | ||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||
Change in net unrealized gains on investment securities
|
(30 | ) | (30 | ) | ||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
(37 | ) | (37 | ) | ||||||||||||||||||||||||||||
Defined benefit plans
|
4 | 4 | ||||||||||||||||||||||||||||||
Total comprehensive income
|
(63 | ) | 1,424 | 1,361 | ||||||||||||||||||||||||||||
Cash dividends declared
|
(257 | ) | (257 | ) | ||||||||||||||||||||||||||||
Stock repurchases
|
(36,692 | ) | (1,208 | ) | (648 | ) | (1,856 | ) | ||||||||||||||||||||||||
Stock options exercised
|
27,034 | 1,106 | 1,106 | |||||||||||||||||||||||||||||
Employee benefit plan issuances
|
4,529 | 102 | 102 | |||||||||||||||||||||||||||||
Balances, December 31, 2005
|
417,513 | 4 | | | 130 | 4,729 | 4,863 | |||||||||||||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||||||
Net income
|
1,036 | 1,036 | ||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||
Change in net unrealized gains on investment securities
|
(102 | ) | (102 | ) | ||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
19 | 19 | ||||||||||||||||||||||||||||||
Defined benefit plans
|
(49 | ) | (49 | ) | ||||||||||||||||||||||||||||
Change in fair value of derivative instruments
|
18 | 18 | ||||||||||||||||||||||||||||||
Total comprehensive income
|
(114 | ) | 1,036 | 922 | ||||||||||||||||||||||||||||
Recapitalization repurchase of common stock
|
(411,957 | ) | (4 | ) | (5,005 | ) | (16,364 | ) | (21,373 | ) | ||||||||||||||||||||||
Recapitalization equity contribution
|
92,218 | 1 | 4,476 | 4,477 | ||||||||||||||||||||||||||||
Cash dividends declared
|
(139 | ) | (139 | ) | ||||||||||||||||||||||||||||
Stock repurchases
|
(13,057 | ) | (653 | ) | (653 | ) | ||||||||||||||||||||||||||
Stock options exercised
|
3,970 | 163 | 163 | |||||||||||||||||||||||||||||
Employee benefit plan issuances
|
3,531 | 366 | 366 | |||||||||||||||||||||||||||||
Balances, December 31, 2006
|
92,218 | $ | 1 | $ | | $ | | $ | 16 | $ | (11,391 | ) | $ | (11,374 | ) | |||||||||||||||||
F-5
2006
2005
2004
$
1,036
$
1,424
$
1,246
2,660
2,358
2,669
1,391
1,374
1,250
(552
)
162
333
(205
)
(78
)
24
12
(3,043
)
(2,649
)
(2,648
)
(12
)
28
(179
)
115
343
157
324
30
5
58
(13
)
109
49
(8
)
1,845
2,971
2,954
(1,865
)
(1,592
)
(1,513
)
(112
)
(126
)
(44
)
651
320
48
26
(311
)
(178
)
(7
)
28
(1
)
(1,307
)
(1,681
)
(1,688
)
21,758
858
2,500
(435
)
(225
)
190
(3,728
)
(739
)
(912
)
(653
)
(1,856
)
(3,109
)
(20,364
)
3,782
(586
)
108
1,009
224
(201
)
(258
)
(199
)
79
(1
)
(41
)
(240
)
(1,212
)
(1,347
)
298
78
(81
)
336
258
339
$
634
$
336
$
258
$
893
$
624
$
533
$
1,087
$
563
$
394
F-6
Merger, Recapitalization and Reporting Entity |
Basis of Presentation |
Revenues |
F-7
Cash and Cash Equivalents |
F-8
Accounts Receivable |
Inventories |
Property and Equipment and Amortizable Intangibles |
F-9
Investments of Insurance Subsidiary |
Goodwill |
F-10
Physician Recruiting Agreements |
Professional Liability Claims |
F-11
Financial Instruments |
F-12
Minority Interests in Consolidated Entities |
Recent Pronouncements |
Reclassifications |
F-13
Rollover and Stockholder Agreements And Equity Securities with Contingent Redemption Rights |
Management Agreement |
F-14
Recapitalization Transaction Costs |
Compensation expense related to accelerated vesting of stock
options and restricted stock, and other employee benefits
|
$ | 258 | |||
Consulting, legal, accounting and other transaction costs
|
131 | ||||
Loss on extinguishment of debt
|
53 | ||||
Total
|
$ | 442 | |||
F-15
2005 | 2004 | ||||||||
Net income:
|
|||||||||
As reported
|
$ | 1,424 | $ | 1,246 | |||||
Share-based employee compensation expense determined under a
fair value method, net of income taxes
|
23 | 191 | (a) | ||||||
Pro forma
|
$ | 1,401 | $ | 1,055 | |||||
(a) | In December 2004, we accelerated the vesting of all unvested stock options awarded to employees and officers which had exercise prices greater than the closing price at December 14, 2004 of $40.89 per share. Options to purchase approximately 19.1 million shares became exercisable immediately as a result of the vesting acceleration. The effect of accelerating the vesting for the 19.1 million shares was an increase to the pro forma share-based compensation expense for the year ended December 31, 2004 of $112 million after-tax. The decision to accelerate vesting of the identified stock options resulted in us not being required to recognize share-based compensation expense, net of taxes, of approximately $57 million in 2006. The elimination of the requirement to recognize compensation expense in future periods related to the unvested stock options was managements basis for the decision to accelerate the vesting. |
2006 Stock Incentive Plan |
F-16
2005 Equity Incentive Plan |
2006 | 2005 | 2004 | ||||||||||
Risk-free interest rate
|
4.70 | % | 3.99 | % | 2.56 | % | ||||||
Expected volatility
|
24 | % | 33 | % | 35 | % | ||||||
Expected life, in years
|
5 | 5 | 4 | |||||||||
Expected dividend yield
|
1.09 | % | 1.27 | % | 1.18 | % |
F-17
2005 Equity Incentive Plan (Continued)
Weighted
Weighted
Average
Average
Aggregate
Stock
Exercise
Remaining
Intrinsic Value
Options
Price
Contractual Term
(dollars in millions)
51,681
$
31.64
9,306
45.62
(7,208
)
23.79
(1,517
)
41.11
52,262
34.94
2,644
49.25
(27,034
)
34.87
(66
)
42.54
27,806
36.35
2,566
48.64
(5,220
)
26.24
(1,008
)
49.76
(13,177
)
36.22
(10,967
)
42.98
2,285
12.50
2,285
12.50
5.3
$
88
2,285
$
12.50
5.3
$
88
F-18
2005 Equity Incentive Plan (Continued)
Number
Weighted Average
of
Grant Date Fair
Shares
Value
1,739
$
39.96
880
42.13
(1,003
)
41.17
(96
)
39.65
1,520
40.43
3,277
44.45
(908
)
42.20
(141
)
43.07
3,748
43.42
2,979
49.11
(494
)
41.40
(232
)
45.98
(6,001
)
46.31
Employee Stock Purchase Plan (ESPP) |
2006 | 2005 | 2004 | ||||||||||
Risk-free interest rate
|
4.58 | % | 2.78 | % | 1.32 | % | ||||||
Expected volatility
|
14 | % | 23 | % | 20 | % | ||||||
Expected life, in years
|
0.5 | 0.5 | 0.5 | |||||||||
Expected dividend yield
|
0.79 | % | 1.20 | % | 1.26 | % | ||||||
Grant date fair value
|
$ | 9.38 | $ | 9.98 | $ | 8.48 |
Management Stock Purchase Plan (MSPP) |
F-19
Management Stock Purchase Plan (MSPP) (Continued) |
F-20
2006
2005
2004
$
993
$
668
$
466
62
63
63
35
37
25
(427
)
(43
)
132
(43
)
3
17
5
(3
)
24
$
625
$
725
$
727
2006 | 2005 | 2004 | ||||||||||
Federal statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State income taxes, net of federal income tax benefit
|
0.4 | 2.1 | 2.6 | |||||||||
Nondeductible intangible assets
|
1.5 | 0.6 | | |||||||||
IRS settlement
|
| (2.2 | ) | | ||||||||
Repatriation of foreign earnings
|
| (1.1 | ) | | ||||||||
Other items, net
|
0.7 | (0.6 | ) | (0.8 | ) | |||||||
Effective income tax rate
|
37.6 | % | 33.8 | % | 36.8 | % | ||||||
2006 | 2005 | |||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||
Depreciation and fixed asset basis differences
|
$ | | $ | 485 | $ | | $ | 632 | ||||||||
Allowances for professional liability and other risks
|
118 | | 124 | | ||||||||||||
Doubtful accounts
|
424 | | 155 | | ||||||||||||
Compensation
|
129 | | 185 | | ||||||||||||
Other
|
272 | 372 | 235 | 525 | ||||||||||||
$ | 943 | $ | 857 | $ | 699 | $ | 1,157 | |||||||||
F-21
IRS Disputes |
F-22
2006
Unrealized
Amounts
Amortized
Fair
Cost
Gains
Losses
Value
$
1,174
$
24
$
(3
)
$
1,195
64
4
68
8
8
858
858
2,104
28
(3
)
2,129
10
(1
)
9
4
1
5
14
1
(1
)
14
$
2,118
$
29
$
(4
)
2,143
(257
)
$
1,886
2005
Unrealized
Amounts
Amortized
Fair
Cost
Gains
Losses
Value
$
1,199
$
27
$
(5
)
$
1,221
41
4
45
22
1
23
130
130
1,392
32
(5
)
1,419
10
10
798
161
(4
)
955
808
161
(4
)
965
$
2,200
$
193
$
(9
)
2,384
(250
)
$
2,134
F-23
Amortized
Fair
Cost
Value
$
911
$
912
372
375
478
490
279
284
2,040
2,061
64
68
$
2,104
$
2,129
2006 | 2005 | 2004 | |||||||||||
Debt securities:
|
|||||||||||||
Cash proceeds
|
$ | 401 | $ | 173 | $ | 181 | |||||||
Gross realized gains
|
1 | 2 | 6 | ||||||||||
Gross realized losses
|
2 | 1 | 2 | ||||||||||
Equity securities:
|
|||||||||||||
Cash proceeds
|
$ | 1,509 | $ | 440 | $ | 338 | |||||||
Gross realized gains
|
256 | 63 | 62 | ||||||||||
Gross realized losses
|
12 | 9 | 16 |
Interest Rate Swap Agreements |
F-24
Notional
Fair
Amount
Termination Date
Value
$
4,000
November 2011
$
12
4,000
November 2011
35
Cross Currency Swaps |
Notional | Fair | |||||||||
Amount | Termination Date | Value | ||||||||
Euro United States Dollar Currency Swap
|
568 Euro | December 2011 | $ | 22 | ||||||
Euro Great Britain Pound (GBP) Currency Swap
|
251 GBP | December 2011 | (5 | ) |
Fair Value Information |
2006 | 2005 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Assets:
|
|||||||||||||||||
Investments
|
$ | 2,143 | $ | 2,143 | $ | 2,384 | $ | 2,384 | |||||||||
Interest rate swaps
|
47 | 47 | | | |||||||||||||
Cross currency swaps
|
17 | 17 | | | |||||||||||||
Liabilities:
|
|||||||||||||||||
Long-term debt
|
$ | 28,408 | $ | 28,096 | $ | 10,475 | $ | 10,733 | |||||||||
Interest rate swaps
|
| | 25 | 25 |
F-25
2006
2005
$
1,830
$
40
12,870
445
281
15,185
281
4,200
1,500
5,700
7,523
8,419
475
1,300
28,408
10,475
293
586
$
28,115
$
9,889
Senior Secured Credit Facilities |
F-26
Senior Secured Credit Facilities (Continued) |
Senior Secured Notes |
Significant Financing Activities |
F-27
General Information |
Significant Legal Proceedings |
General Liability Claims |
Investigations |
F-28
Investigations (Continued) |
F-29
Adoption of Statement 158 |
At December 31, 2006 | ||||||||||||
Prior to | Effect of | |||||||||||
Adopting | Adopting | |||||||||||
SFAS 158 | SFAS 158 | As Reported | ||||||||||
Intangible pension asset
|
$ | 31 | $ | (31 | ) | $ | | |||||
Accrued pension liability
|
128 | 71 | 199 | |||||||||
Deferred income taxes
|
6 | 36 | 42 | |||||||||
Accumulated other comprehensive income
|
(15 | ) | (94 | ) | (109 | ) |
F-30
F-31
For the Years Ended December 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
Revenues:
|
|||||||||||||
Eastern Group
|
$ | 8,609 | $ | 8,225 | $ | 7,854 | |||||||
Central Group
|
5,514 | 5,489 | 5,304 | ||||||||||
Western Group
|
10,495 | 9,733 | 9,382 | ||||||||||
Corporate and other
|
859 | 1,008 | 962 | ||||||||||
$ | 25,477 | $ | 24,455 | $ | 23,502 | ||||||||
Equity in earnings of affiliates:
|
|||||||||||||
Eastern Group
|
$ | (4 | ) | $ | (4 | ) | $ | (6 | ) | ||||
Central Group
|
(5 | ) | (6 | ) | | ||||||||
Western Group
|
(187 | ) | (210 | ) | (192 | ) | |||||||
Corporate and other
|
(1 | ) | (1 | ) | 4 | ||||||||
$ | (197 | ) | $ | (221 | ) | $ | (194 | ) | |||||
Adjusted segment EBITDA:
|
|||||||||||||
Eastern Group
|
$ | 1,329 | $ | 1,435 | $ | 1,368 | |||||||
Central Group
|
854 | 917 | 856 | ||||||||||
Western Group
|
2,088 | 1,994 | 1,831 | ||||||||||
Corporate and other
|
198 | (68 | ) | (89 | ) | ||||||||
$ | 4,469 | $ | 4,278 | $ | 3,966 | ||||||||
Depreciation and amortization:
|
|||||||||||||
Eastern Group
|
$ | 423 | $ | 413 | $ | 359 | |||||||
Central Group
|
309 | 308 | 281 | ||||||||||
Western Group
|
492 | 480 | 435 | ||||||||||
Corporate and other
|
167 | 173 | 175 | ||||||||||
$ | 1,391 | $ | 1,374 | $ | 1,250 | ||||||||
Adjusted segment EBITDA
|
$ | 4,469 | $ | 4,278 | $ | 3,966 | |||||||
Depreciation and amortization
|
1,391 | 1,374 | 1,250 | ||||||||||
Interest expense
|
955 | 655 | 563 | ||||||||||
Gains on sales of facilities
|
(205 | ) | (78 | ) | | ||||||||
Transaction costs
|
442 | | | ||||||||||
Impairment of long-lived assets
|
24 | | 12 | ||||||||||
Income before minority interests and income taxes
|
$ | 1,862 | $ | 2,327 | $ | 2,141 | |||||||
F-32
As of December 31,
2006
2005
$
5,270
$
5,292
4,504
4,592
7,714
7,096
6,187
5,245
$
23,675
$
22,225
Eastern
Central
Western
Corporate
Group
Group
Group
and Other
Total
$
701
$
974
$
698
$
253
$
2,626
2
36
38
(57
)
(26
)
(3
)
(86
)
(10
)
2
1
30
23
$
636
$
950
$
735
$
280
$
2,601
F-33
Change
Unrealized
Foreign
in Fair
Gains on
Currency
Defined
Value of
Available-for-Sale
Translation
Benefit
Derivative
Securities
Adjustments
Plans
Instruments
Total
$
138
$
46
$
(16
)
$
$
168
46
46
(36
)
(36
)
21
21
(6
)
(6
)
148
67
(22
)
193
3
3
(33
)
(33
)
(37
)
(37
)
4
4
118
30
(18
)
130
53
53
(155
)
(155
)
19
19
(49
)
(49
)
18
18
$
16
$
49
$
(67
)
$
18
$
16
F-34
2006
2005
$
208
$
203
168
166
275
285
228
149
62
314
399
$
1,193
$
1,264
Provision | Accounts | ||||||||||||||||
Balance at | for | Written off, | Balance | ||||||||||||||
Beginning | Doubtful | Net of | at End | ||||||||||||||
of Year | Accounts | Recoveries | of Year | ||||||||||||||
Allowance for doubtful accounts:
|
|||||||||||||||||
Year ended December 31, 2004
|
$ | 2,649 | $ | 2,669 | $ | (2,376 | ) | $ | 2,942 | ||||||||
Year ended December 31, 2005
|
2,942 | 2,358 | (2,403 | ) | 2,897 | ||||||||||||
Year ended December 31, 2006
|
2,897 | 2,660 | (2,129 | ) | 3,428 |
F-35
2006 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Revenues
|
$ | 6,415 | $ | 6,360 | $ | 6,213 | $ | 6,489 | ||||||||
Net income
|
$ | 379 | $ | 295 | (a) | $ | 240 | (b) | $ | 122 | (c) | |||||
Cash dividends declared per common share
|
$ | 0.17 | $ | 0.17 | $ | | $ | |
2005 | ||||||||||||||||
First | First | First | First | |||||||||||||
Revenues
|
$ | 6,182 | $ | 6,070 | $ | 6,025 | $ | 6,178 | ||||||||
Net income
|
$ | 414 | $ | 405 | (d) | $ | 280 | (e) | $ | 325 | (f) | |||||
Cash dividends declared per common share
|
$ | 0.15 | $ | 0.15 | $ | 0.15 | $ | 0.15 |
(a) | Second quarter results include $4 million of gains on sales of facilities (See NOTE 4 of the notes to consolidated financial statements). | |
(b) | Third quarter results include $25 million of gains on sales of facilities (See NOTE 4 of the notes to consolidated financial statements) and $6 million of transaction costs related to the recapitalization (See NOTE 2 of the notes to consolidated financial statements). | |
(c) | Fourth quarter results include $74 million of gains on sales of facilities (See NOTE 4 of the notes to consolidated financial statements), $303 million of transaction costs related to the recapitalization (See NOTE 2 of the notes to consolidated financial statements) and $15 million of costs related to the impairment of long-lived assets (See NOTE 5 of the notes to consolidated financial statements). | |
(d) | Second quarter results include $18 million related to the recognition of a previously deferred gain on the sale of medical office buildings (See NOTE 4 of the notes to consolidated financial statements) and $48 million related to a favorable tax settlement (See NOTE 6 of the notes to consolidated financial statements). | |
(e) | Third quarter results include $22 million related to the repatriation of foreign earnings (See NOTE 6 of the notes to consolidated financial statements). | |
(f) | Fourth quarter results include $19 million of gains on sales of facilities (See NOTE 4 of the notes to consolidated financial statements) and tax benefit of $2 million from the repatriation of foreign earnings (See NOTE 6 of the notes to consolidated financial statements). |
F-36
Status | Applicable ABR Margin for: | |||||||||||
Tranche A-1 | Tranche B-1 | Revolving Credit and | ||||||||||
Term Loans | Term Loans | Swingline Loans | ||||||||||
Level I Status
|
1.25 | % | 1.25 | % | 1.50 | % | ||||||
Level II Status
|
1.00 | % | 1.25 | % | 1.25 | % | ||||||
Level III Status
|
0.75 | % | 1.25 | % | 1.00 | % | ||||||
Level IV Status
|
0.50 | % | 1.25 | % | 0.75 | % | ||||||
Level V Status
|
0.25 | % | 1.25 | % | 0.50 | % |
Status | Applicable LIBOR Margin for: | |||||||||||||||
European-1 | Revolving | |||||||||||||||
Tranche A-1 | Tranche B-1 | Tranche | Credit | |||||||||||||
Term Loans | Term Loans | Term Loans | Loans | |||||||||||||
Level I Status
|
2.25 | % | 2.25 | % | 2.25 | % | 2.50 | % | ||||||||
Level II Status
|
2.00 | % | 2.25 | % | 2.00 | % | 2.25 | % | ||||||||
Level III Status
|
1.75 | % | 2.25 | % | 2.00 | % | 2.00 | % | ||||||||
Level IV Status
|
1.50 | % | 2.25 | % | 2.00 | % | 1.75 | % | ||||||||
Level V Status
|
1.25 | % | 2.25 | % | 2.00 | % | 1.50 | % |
HCA INC.
|
||||
By: | /s/ Keith M. Giger | |||
Name: | Keith M. Giger | |||
Title: | Vice President-Finance | |||
HCA UK CAPITAL LIMITED
|
||||
By: | /s/ Keith M. Giger | |||
Name: | Keith M. Giger | |||
Title: | Vice President-Finance | |||
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 | |||
Each of the EUROPEAN GUARANTORS listed on
Schedule III hereto |
||||
By: | /s/ Michael Neeb | |||
Name: | Michael Neeb | |||
Title: | CEO | |||
BANK OF AMERICA, N.A., as Administrative Agent,
Collateral Agent, Swingline Lender, Letter of Credit Issuer and a Lender |
||||
By: | /s/ John A. Fulton | |||
Name: | John A. Fulton | |||
Title: | Vice President | |||
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
HCA INC.
|
||||
By: | /s/ R. Milton Johnson | |||
Name: | R. Milton Johnson | |||
Title: |
Executive Vice President and
Financial Officer |
|||
26
HERCULES HOLDING II, LLC
|
||||
By: | /s/ Chris Gordon | |||
Name: | Chris Gordon | |||
Title: | President | |||
27
BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC
|
||||
By: | Bain Capital Investors, LLC, | |||
its administrative member | ||||
By: | /s/ Stephen G. Pagliuca | |||
Name: | Stephen G. Pagliuca | |||
Title: | Managing Director | |||
BCIP TCV, LLC
|
||||
By: | Bain Capital Investors, LLC, | |||
its administrative member | ||||
By: | /s/ Stephen G. Pagliuca | |||
Name: | Stephen G. Pagliuca | |||
Title: | Managing Director | |||
BAIN CAPITAL HERCULES INVESTORS, LLC
|
||||
By: | Bain Capital Investors, LLC, | |||
its administrative member | ||||
By: | /s/ Stephen G. Pagliuca | |||
Name: | Stephen G. Pagliuca | |||
Title: | Managing Director | |||
28
KKR 2006 FUND L.P.
|
By: | KKR Associates 2006 L.P., | |||
its general partner | ||||
By: | KKR 2006 GP LLC, the general partner of | |||
KKR Associates 2006 L.P. | ||||
By: | /s/ Michael W. Michelson | |||
Name: | Michael W. Michelson | |||
Title: | Member | |||
KKR MILLENNIUM FUND L.P.
|
||||
By: | KKR Associates Millennium L.P., | |||
its general partner | ||||
By: | KKR Millennium GP LLC, the general | |||
partner of KKR Associates Millennium L.P. | ||||
By: | /s/ Michael W. Michelson | |||
Name: | Michael W. Michelson | |||
Title: | Member | |||
KKR PEI INVESTMENTS, L.P.
|
||||
By: | KKR PEI Associates, L.P., | |||
its general partner | ||||
By: | KKR PEI GP Limited, the general partner of | |||
KKR PEI Associates, L.P. | ||||
By: | /s/ William J. Janetschek | |||
Name: William J. Janetschek | ||||
Title: Director | ||||
29
KKR PARTNERS III, L.P.
|
||||
By: | KKR III GP LLC, | |||
its general partner | ||||
By: | /s/ Michael W. Michelson | |||
Name: | Michael W. Michelson | |||
Title: | Member | |||
OPERF CO-INVESTMENT LLC
|
||||
By: | KKR Associates 2006 L.P., | |||
its manager | ||||
By: | KKR 2006 GP LLC, the general partner of | |||
KKR Associates 2006 L.P. | ||||
By: | /s/ Michael W. Michelson | |||
Name: | Michael W. Michelson | |||
Title: | Member | |||
30
MERRILL LYNCH VENTURES L.P. 2001
|
||||
By: | Merrill Lynch Ventures, LLC, | |||
its general partner | ||||
By: | /s/ George A. Bitar | |||
Name: | Geroge A. Bitar | |||
Title: | Executive Vice President | |||
ML GLOBAL PRIVATE EQUITY FUND, L.P.
|
By: | MLGPE LTD, | |||
its general partner | ||||
By: | /s/ George A. Bitar | |||
Name: | George A. Bitar | |||
Title: | Managing Director | |||
31
CITIGROUP CAPITAL PARTNERS II 2006
CITIGROUP INVESTMENT, L.P. |
||||
By: | Citigroup Private Equity LP, | |||
its general partner | ||||
By: | /s/ David Friedman | |||
Name: | David Friedman | |||
Title: | VP | |||
CITIGROUP CAPITAL PARTNERS II
EMPLOYEE MASTER FUND, L.P. |
||||
By: | Citigroup Private Equity LP, | |||
its general partner | ||||
By: | /s/ David Friedman | |||
Name: | David Friedman | |||
Title: | VP | |||
CITIGROUP CAPITAL PARTNERS II
ONSHORE, L.P. |
||||
By: | Citigroup Private Equity LP, | |||
its general partner | ||||
By: | /s/ David Friedman | |||
Name: | David Friedman | |||
Title: | VP | |||
CITIGROUP CAPITAL PARTNERS II
CAYMAN HOLDINGS, L.P. |
||||
By: | Citigroup Private Equity LP, | |||
its general partner | ||||
By: | /s/ David Friedman | |||
Name: | David Friedman | |||
Title: | VP |
32
BANC OF AMERICA CAPITAL INVESTORS, L.P.
|
||||
By: | Banc of America Capital Management, L.P., its | |||
general partner | ||||
By: | BACM I GP, LLC, its general partner | |||
By: | /s/ Scott R. Pook | |||
Name: | Scott R. Pook | |||
Title: | Authorized Signatory | |||
BANC OF AMERICA CAPITAL INVESTORS V, L.P.
|
||||
By: |
Banc of America Capital Management
V, L.P., its
general partner |
|||
By: | BACM I GP, LLC, its general partner | |||
By: | /s/ Scott R. Pook | |||
Name: | Scott R. Pook | |||
Title: | Authorized Signatory | |||
33
34
35
THOMAS F. FRIST, JR.
|
||||
By: | /s/ Thomas F. Frist, Jr. | |||
Name: | Thomas F. Frist, Jr. | |||
Title: | Authorized Signatory |
36
__________________________________
New Investor |
||||
HCA INC.
|
||||
By: | ||||
Name: | ||||
Title: | ||||
2
3
4
5
6
7
8
2
3
4
5
6
7
8
9
10
7. | The Companys Option to Purchase Stock and Options of the Management Stockholder Upon Certain Terminations of Employment . |
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
(a) | If to the Company, to it at the following address: |
27
28
29
HCA INC. | ||||||
|
||||||
|
By: | |||||
|
||||||
|
Name: | |||||
|
||||||
|
Title: | |||||
|
MANAGEMENT STOCKHOLDER: | ||||||
|
Name: | |||||
|
||||||
|
||||||
ADDRESS: | ||||||
|
||||||
2
3
4
5
6
7
8
Very truly yours, | ||||||
|
||||||
BAIN CAPITAL FUND IX, L.P. | ||||||
|
||||||
|
By: | BAIN CAPITAL PARTNERS IX, L.P., | ||||
|
its general partner | |||||
|
||||||
|
By: |
BAIN CAPITAL INVESTORS, LLC,
its general partner |
||||
|
||||||
|
By: | |||||
|
|
|||||
|
Name: | |||||
|
Title: | |||||
|
||||||
KKR MILLENNIUM FUND, L.P. | ||||||
|
||||||
|
By: | KKR ASSOCIATES MILLENNIUM L.P., | ||||
|
its general partner | |||||
|
||||||
|
By: | KKR MILLENNIUM GP LLC, | ||||
|
its general partner | |||||
|
||||||
|
By: | |||||
|
||||||
|
Name: | |||||
|
Title: | |||||
|
||||||
KKR 2006 FUND L.P. | ||||||
|
||||||
|
By: | KKR Associates 2006 L.P. | ||||
|
its General Partner | |||||
|
||||||
|
By: | KKR 2006 GP LLC | ||||
|
its General Partner | |||||
|
||||||
|
By: | |||||
|
|
|||||
|
Title: |
ML GLOBAL PRIVATE EQUITY FUND, L.P. | ||||||
|
||||||
|
By: | MLGPE LTD, its General Partner | ||||
|
||||||
|
By: | |||||
|
|
|||||
|
Name: | |||||
|
Title: |
Accepted and agreed this
day of
|
|
2006.
|
Name:
|
||||
|
|
2
3
4
5
A. | o I, Management Stockholder, agree to rollover ALL of the HCA Options (as defined in the Option Rollover Agreement). | ||
B. | o I, Management Stockholder, agree to rollover each HCA Option identified in the chart below that I have designated by checking the box in the far right column: |
Please check the | ||||||||
Number of Shares of | box to the right of | |||||||
Common Stock of HCA | each HCA Option | |||||||
subject to the | Exercise Price Per | that you wish to | ||||||
Date of Option Grant | Expiration Date | Grant | Share | rollover | ||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o | |||||||
|
o |
7
By:
|
||||
|
|
|||
|
Title: |
8
2
3
4
(A) | 10% of the Shares subject to such Option at the end of each of the five Fiscal Years, if and to the extent that on any such date, the Investor Return is at least equal to 2.0 times the Base Price (the 2x Return Performance Option); and | ||
(B) | 10% of the Shares subject to such Option at the end of each of the five Fiscal Years, if and to the extent that on any such date, the Investor Return is at least equal to 2.5 times the Base Price (the 2.5x Return Performance Option). |
5
6
7
8
9
10
11
HCA INC. | ||||
|
||||
|
By: | |||
|
||||
|
||||
|
Its: | |||
|
12
Aggregate number of shares of Common Stock
for which the
Time Option
granted hereunder is
exercisable (100% of number of shares):
|
||
|
||
|
||
Aggregate number of shares of Common Stock
for which the
EBITDA Performance Option
granted hereunder is exercisable (100% of the
number of shares):
|
||
|
||
|
||
Aggregate number of shares of Common Stock
for which the
Return Performance Option
granted hereunder is exercisable (100% of
number of shares):
|
||
|
||
|
||
Exercise Price of all options:
|
$51.00 per share | |
|
||
Grant Date
:
|
, 2007 | |
|
||
|
OPTIONEE: | |
|
||
|
||
|
||
|
||
|
||
|
Address | |
|
||
|
||
|
13
if to a Management Stockholder, at such Management Stockholders address as set forth on his or her respective signature page hereto. |
HERCULES HOLDING II, LLC
|
||||
By: | ||||
Name: | ||||
Title: |
Name: |
____________
|
|
Address: |
|
|
____________
|
||
____________
|
||
____________
|
1. | Are you exchanging shares of Common Stock that you currently own for shares of common stock of the Surviving Corporation? |
o Yes o No |
If yes, please indicate the shares you agree to exchange in the grid below. |
If yes, please indicate the shares you agree to exchange in the grid below. |
2. | Do you wish Parent to purchase shares of Common Stock that you currently own rather than receiving Merger Consideration (as defined in the Merger Agreement) in respect of such shares from the Companys Paying Agent pursuant to the Merger Agreement? |
o Yes o No | |||
If yes, please indicate the shares you wish Parent to purchase in the grid below. |
Bain:
|
$ | 48,611,111.11 | ||
KKR:
|
$ | 48,611,111.11 | ||
ML:
|
$ | 48,611,111.11 | ||
Frist
1
:
|
$ | 29,166,666.67 |
1 | To be allocated as follows: (i) Thomas F. Frist, Jr.: $10,496,208.33; (ii) Patricia F. Elcan: 6,117,416.67; (iii) Thomas F. Frist III: $4,503,800.00 and (iv) William R. Frist: $8,049,241.67. |
2
2 | To be allocated to each Frist, in consideration of each Frist providing the ongoing services provided by the Managers under Section 1 as follows: (i) Thomas F. Frist, Jr.: 35.987023%; (ii) Patricia F. Elcan: 20.974009%; (iii) Thomas F. Frist III: 15.441588% and (iv) William R. Frist: 27.597380%. |
3
4
5
6
7
8
9
10
11
HCA INC.
|
||||
By: | /s/ R. Milton Johnson | |||
Name: | R. Milton Johnson | |||
Title: | Executive Vice President and Chief Financial Officer | |||
HERCULES HOLDING II, LLC
|
||||
By: | /s/ Chris Gordon | |||
Name: | Chris Gordon | |||
Title: | President | |||
BAIN CAPITAL PARTNERS, LLC
|
||||
By: | /s/ Stephen G. Pagliuca | |||
Name: | Stephen G. Pagliuca | |||
Title: | Managing Director | |||
KOHLBERG KRAVIS ROBERTS & CO. L.P.
|
||||||
By: KKR & CO. LLC, its general partner | ||||||
By: | /s/ Michael W. Michelson | |||
Name: | Michael W. Michelson | |||
Title: | Member | |||
MERRILL LYNCH GLOBAL PARTNERS, INC.
|
||||
By: | /s/ George A. Bitar | |||
Name: | George A. Bitar | |||
Title: | Managing Director | |||
HCA INC.
|
||||
By: | ||||
Name: | ||||
Title: | ||||
BAIN CAPITAL PARTNERS, LLC
|
||||
By: | ||||
Name: | ||||
Title: | ||||
KOHLBERG FRAVIS ROBERTS CO, L.P.
|
||||||
By: KKR & CO. LLC, its general partner | ||||||
By: | ||||
Name: | ||||
Title: | ||||
MERRILL LYNCH GLOBAL PARTNERS, INC.
|
||||
By: | ||||
Name: | Nathan Thorne | |||
Title: | President | |||
By: | /s/ Thomas F. Frist, Jr. | |||
Name: | Dr. Thomas F. Frist, Jr. | |||
By: | /s/ Patricia F. Elcan | |||
Name: | Patricia F. Elcan | |||
By: | /s/ William R. Frist | |||
Name: | William R. Frist | |||
By: | /s/ Thomas F. Frist III | |||
Name: | Thomas F. Frist III | |||
2.2 | Election to Participate Not Necessary . An Employee chosen by the Board or the Committee to participate need not take any action in order to participate. Only those Employees listed on Schedule A shall be eligible to participate. |
3.1 | Benefit Amount. |
(a) | The amount of a Participants annual Benefit in the form of a life annuity beginning as of the first day of the month coincident with or next following Normal Retirement shall be based on the following formula: |
(1) | Schedule A Accrual Rate Percentage ( i.e ., 2.2% or 2.4%) for the Participant multiplied by the Participants Years of Service, multiplied by the Participants Pay Average; less | ||
(2) | The life annuity amount calculated as of the first day of the month coincident with or next following the Normal Retirement date, produced by the sum of the employer-provided amount of (1) the accrued benefits under the Qualified Plans, (2) the Qualified Plans Distribution Amount, (3) the accrued benefits under the Nonqualified Plans, and (4) the Nonqualified Plans Distribution Amount, utilizing the Actuarial Factors to convert any amount or benefit to a life annuity. |
(b) | The amount of a participants annual Benefit in the form of a life annuity beginning as of the first day of the month coincident with or next following Early Retirement shall be based on the following formula: |
(1) | Schedule A Accrual Rate Percentage ( i.e ., 2.2% or 2.4%) for the Participant multiplied by the Participants Years of Service, multiplied by the Participants Pay Average; with such amount then reduced by three percent (3%) for each year that Retirement occurs before age 62, provided that, in the case of a fractional part of a year, this reduction factor will be adjusted by straight-line interpolation; less |
(2) | The life annuity amount calculated as of the first day of the month coincident with or next following the Early Retirement date, produced by the sum of the employer-provided amount of (1) the accrued benefits under the Qualified Plans, (2) the Qualified Plans Distribution Amount, (3) the accrued benefits under the Nonqualified Plans, and (4) the Nonqualified Plans Distribution Amount, utilizing the Actuarial Factors to convert any amount or benefit to a life annuity. |
4.1 | Benefit Payments . |
(a) | Subject to subsections (c) and (d) below, a Participant who is entitled to a Benefit pursuant to Section 3.1 upon Early Retirement or Normal Retirement will be paid that Benefit in the form of a life annuity supplied by the Company from its general assets. Except as provided in Section 5.3, payment of annuity Benefits pursuant to this subsection (a) or subsection (b) will commence as of the first day of the month coincident with or next following the date that is six (6) months after the date of Retirement, provided that Retirement will not be deemed to occur and payments will not commence until base compensation payments cease, with respect to a Participant who ceases working at the request of Employer prior to expiration of payments of base compensation pursuant to his employment agreement. Annuity payments will be calculated as of the first day of the month coincident with or next following the Early or Normal Retirement date, and a lump-sum payment amount of the first six monthly payments plus interest earnings calculated at the interest rate of the Actuarial Factors will be paid with the first annuity payment, to cover the full months after the applicable Early or Normal Retirement date and prior to the initial payment date. | ||
(b) | If a life annuity is the applicable Retirement Benefit form, in lieu of a life annuity, a married Participant may elect to receive his Benefit in the form of a joint and 50%, 75% or 100% survivor annuity payable over the joint lives of the Participant and the spouse which is actuarially equivalent (utilizing Actuarial Factors) to the life annuity. In the event of such an election, if the Participant is not married as of his Retirement date, his Benefit will |
be paid in the form of a life annuity, and no survivor benefits will be paid to anyone after the death of the Participant. | |||
(c) | A Participant who experiences Retirement or a termination with Benefit rights under Section 5.3 on or after January 1, 2007 will receive his Benefit in the form of a lump-sum distribution in cash if (1) the Participant elects the lump-sum distribution Retirement Benefit prior to 2008 (or prior to the first day of participation, with respect to an individual who first becomes a Participant after 2007), (2) the Participant fails to elect the annuity form of payment with respect to his Retirement Benefits prior to 2008 (or prior to the first day of participation, with respect to an individual who first becomes a Participant after 2007), or (3) notwithstanding anything in clauses (1) or (2) to the contrary, the Participant experiences Retirement on or prior to June 1, 2007 or experiences a termination with Benefit rights under Section 5.3 during 2007, and has not elected an annuity form of Retirement Benefits payment prior to 2007. Any lump sum will be paid on or as soon as administratively feasible following the first day of the month coincident with or next following the date that is six (6) months after the date of Retirement, provided that Retirement will not be deemed to occur and the lump-sum payment will not be made until base compensation payments cease, with respect to a Participant who ceases working at the request of Employer prior to expiration of payments of base compensation pursuant to his employment agreement. Any lump-sum distribution payment will be calculated as of the first day of the month coincident with or next following the Early or Normal Retirement date, and the lump-sum payment amount will include interest earnings from such calculation date through the payment date at the interest rate of the Actuarial Factors. | ||
(d) | Notwithstanding the preceding provisions of this Section 4.1 or any other provision of the Plan, in the case of a Participant who experiences a Retirement, terminates employment with Benefit rights under Section 5.3, incurs a Disability, or dies on or after January 1, 2006, the Committee shall pay the Participants Benefit in a lump-sum distribution in cash if the present value of the Benefit, as calculated using Actuarial Factors as the first day of the month coincident with or next following Retirement, termination with Benefit rights under Section 5.3, death or Disability (whichever is applicable), does not exceed $1,000,000. | ||
(e) | Should a Benefit payment be delayed and the primary cause thereof is not any action(s) or failure(s) to act of the Participant or other payee, then the late payment will bear interest at the interest rate of the Actuarial Factors. If an annuity is elected, in lieu of the Company making payments from its general assets, at its discretion, the Committee may utilize Company assets to purchase |
an annuity from a commercial annuity supplier to fund the annuity. Benefit payments will be calculated as of the first day of a month. |
5.1 | Death . |
(a) | Subject to subsection (b) below and Section 4.1(d), in the event of the death of a married Participant prior to Retirement, but after attainment of age 55, an annuity will be supplied for the benefit of the Participants surviving spouse with payments beginning as soon as administratively feasible following death which shall provide the surviving spouse with payments for life equal to the 100% survivor portion of a joint and 100% survivor annuity which could have been provided (assuming eligibility conditions met) for the Participant and spouse with the Participants Benefit as determined on the day immediately preceding the date of the Participants death. The Early Retirement factors supplied in Section 3.1(b)(1) will be utilized to calculate the Benefit that would exist if a life annuity was payable. (Such Benefit amount will then be utilized to calculate the actual survivor annuity Benefit.) Subject to subsection (b), in the event of death of a married Participant prior to age 55, annuity will be supplied for the Participants surviving spouse with payments beginning as soon as administratively feasible following death which will supply the surviving spouse with payments for life equal to the 100% survivor portion of a joint and 100% survivor annuity which could have been provided (assuming eligibility conditions were met) for the Participant and spouse with the Participants Benefit as determined on the day immediately preceding the date of the Participants death. The Early Retirement factors supplied in Section 3.1(b)(1) will be utilized to calculate the Benefit at age 55, and such age 55 Benefit shall then be reduced by Actuarial Factors to the date of death, to calculate the Benefit that would exist if a single life annuity was payable. (Such Benefit amount shall then be utilized to calculate the actual survivor annuity Benefit.) Subject to subsection (b), should a married Participant die after Retirement, but before his Benefit payments begin and before a benefits |
election form has been received by the Committee, then an annuity will be supplied for the benefit of the Participants surviving spouse with payments beginning as soon as administratively feasible following death which will supply the surviving spouse with payments for life equal to the 50% survivor portion of a joint and 50% survivor annuity which could have been provided for the Participant and spouse with the Participants Benefit as determined on the day immediately preceding the date of the Participants death. No death benefits shall exist whatsoever for a single Participant. | |||
(b) | The death benefit payable pursuant to subsection (a) with respect to a married Participant who dies on or after January 1, 2007 will be paid to the Participants surviving spouse in a lump sum in cash if (1) the Participant elects the lump-sum distribution death Benefit form prior to 2008 (or prior to the first day of participation, with respect to an individual who first becomes a Participant after 2007), (2) the Participant fails to elect the annuity form of payment with respect to his death Benefits prior to 2008 (or prior to the first day of participation with respect to an individual who first becomes a Participant after 2007), or (3) notwithstanding anything in clauses (1) or (2) to the contrary, the Participant dies in 2007 and did not elect an annuity with respect to his death Benefit prior to 2007. The lump-sum distribution will be calculated as of the first day of the month coincident with or next following the Participants death, and it will be actuarially equivalent (based on the Actuarial Factors) to the survivor benefit of the applicable joint and survivor annuity commencing on such date. Any lump sum will be paid on or as soon as administratively feasible following the date of death. Interest earnings will not be paid. If a lump sum election has been made and there is no surviving spouse, no benefits whatsoever will be paid. |
5.2 | Disability . |
(a) | Subject to subsection (b) below and Section 4.1(d), in the event of the Disability of a Participant prior to Retirement, the Benefit amount determined as of the date of Disability shall be utilized to supply an annuity (either a life annuity or a joint and survivor annuity) pursuant to the annuity terms of Sections 3.1 and 4.1 with payments to begin at age 55 (or immediately, if the Participant has already attained age 55), provided that if payments begin prior to age 62, they shall be reduced in accordance with the Early Retirement provisions of Section 3.1. Subject to subsection (b), a single Participant shall receive a life annuity, and a married |
Participant shall receive either a life annuity or a joint and survivor annuity. |
(b) | In the case of a Participant who incurs a Disability on or after January 1, 2007, the Disability Benefit payable pursuant to subsection (a) will be paid to the Participant in a lump sum in cash if (1) the Participant elects the lump-sum distribution Disability benefit form prior to 2008 (or prior to the first day of participation, with respect to an individual who first becomes a Participant after 2007), (2) the Participant fails to elect the annuity form of payment with respect to his Disability Benefit prior to 2008 (or prior to the first day of participation with respect to an individual who first becomes a Participant after 2007); or (3) notwithstanding anything in clause (1) or (2) to the contrary, the Participant becomes Disabled in 2007 and did not elect an annuity with respect to his Disability Benefit prior to 2007. The lump-sum distribution will be calculated as of the first day of the month coincident with or next following the date of Disability, and it will be actuarially equivalent (based on the Actuarial Factors) to the life annuity determined under subsection (a). Any lump sum will be paid on or as soon as administratively feasible following the date of Disability. The lump-sum payment amount will include interest earnings from such calculation date through the payment date at the interest rate of the Actuarial Factors. | ||
(c) | Notwithstanding the foregoing provisions of this section, if any payment in this section 5.2 would reduce the amount payable to the Participant under any disability program of the Employer, payments hereunder shall not be made or commenced until such time as the payments would not result in a reduction in such disability benefits. |
5.3 | Change in Control . In the event of a Change in Control, with respect to Participants actively employed on the date of the Change in Control: (a) the Normal Retirement age will be age 60 (instead of age 62 with ten (10) Years of Service or age 65), without reduction of Benefits ordinarily applicable to Early Retirement; (b) all Benefits will be payable beginning at age 60, or prior to age 60 if the Participant attains age 55 with twenty (20) or more Years of Service, with the reductions ordinarily applicable to Early Retirement in accordance with Section 3.1 for each year or partial year of payments prior to age 60, (c) the Benefit form provisions of Section 4.1 applicable to Retirement will apply, except that (i) in accordance with the payment provisions of Section 4.1, a Participant who elected to receive a lump-sum distribution for Retirement Benefits will be paid his Benefits in a lump-sum on or as soon as administratively feasible |
following the first day of the month coincident or next following the date that is six (6) months after his date of termination of employment following a Change in Control, and (ii) in accordance with the lump-sum payment provision of Section 4.1, a Participant who elected to receive annuity Retirement Benefits will be paid his Benefits in a lump-sum distribution on or as soon as administratively feasible following the first day of the month coincident or next following the date that is six (6) months after termination of employment following a Change in Control, if the present value of his Benefit does not exceed $1,000,000, as calculated using the Actuarial Factors on the first day of the month coincident with or next following termination of employment; and (d) subject to the first two sentences of Section 6.1, all Benefits shall be nonforfeitable. In the event of termination of employment of Employee by Employer (or the successor employer) when Cause does not exist, or a termination of employment by the Employee when Good Reason exists, within six (6) months before or after the Change in Control, in addition to the provisions described in the preceding sentence, an additional three (3) Years of Service shall be granted (not to exceed 25, in total) and the noncompete provisions of Section 6.3 will not apply. In the event of a Change in Control as a result of consummation of the July 24, 2006 merger agreement between HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation, with respect to Plan Participants as of July 24, 2006, except as otherwise required by law, the Plan will not be terminated and, subject to the Plans limitations on benefit accrual, benefit accruals will not cease, on or after the consummation of such merger, until such time as all such Participants have become fully vested (or have had the opportunity to become fully vested) in the maximum Benefits available as of July 24, 2006. |
2
EBITDA 2 | Other 3 | |||||||
Named Executive Officers
1
|
100 | % | | |||||
|
||||||||
All other Senior Officers
|
80 | % | 20 | % | ||||
|
1 | Named Executive Officers shall include the Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President and Chief Financial Officer, and the Group Presidents. | |
2 | Eastern, Central, Western and Outpatient Group executives EBITDA goals will be based 50% on group performance and 50% on overall Company performance. For the purposes of this calculation, EBITDA means earnings before income taxes, depreciation and amortization (but excluding any expenses for share-based compensation under FAS-123R with respect to any awards granted under the Program), as determined in good faith by the Board in consultation with the Chief Executive Officer. | |
3 | Other measures may include patient, physician, employee or client satisfaction, or other individual goals. |
2007 Target | 2007 Maximum | |||||||
Chairman & CEO
|
120 | % | 240 | % | ||||
|
||||||||
President & COO
|
90 | % | 180 | % | ||||
|
||||||||
Executive Vice President &CFO and Group Presidents
|
60 | % | 120 | % | ||||
|
3
2
3
4
5
6
7
8
(A) | engage in any business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a Competitive Business ); | ||
(B) | enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; | ||
(C) | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or | ||
(D) | interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, or suppliers of the Company or its affiliates. |
(A) | solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or | ||
(B) | hire any such employee who was employed by the Company or its affiliates as of the date of Executives termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executives employment with the Company. |
9
10
11
12
13
14
15
16
HERCULES HOLDING II, LLC | JACK O. BOVENDER JR. | |
/s/ Chris Gordon
|
/s/ Jack O. Bovender, Jr.
|
|
By: Chris Gordon | ||
Title: President |
17
2
3
4
5
6
7
(A) | engage in any business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a Competitive Business ); | ||
(B) | enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; | ||
(C) | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or | ||
(D) | interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) |
8
(A) | solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or | ||
(B) | hire any such employee who was employed by the Company or its affiliates as of the date of Executives termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executives employment with the Company. |
9
10
11
12
13
14
15
HERCULES HOLDING II, LLC | RICHARD M. BRACKEN | |
/s/ Chris Gordon
|
/s/ Richard M. Bracken
|
|
By: Chris Gordon | ||
Title: President |
16
2
3
4
5
6
7
(A) | engage in any business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a Competitive Business ); | ||
(B) | enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; | ||
(C) | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or | ||
(D) | interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) |
8
(A) | solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or | ||
(B) | hire any such employee who was employed by the Company or its affiliates as of the date of Executives termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executives employment with the Company. |
9
10
11
12
13
14
15
HERCULES HOLDING II, LLC | R. MILTON JOHNSON | |
/s/ Chris Gordon
|
/s/ R. Milton Johnson
|
|
By: Chris Gordon | ||
Title: President |
16
2
3
4
5
6
7
(A) | engage in any business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a Competitive Business ); | ||
(B) | enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; | ||
(C) | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or | ||
(D) | interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) |
8
(A) | solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or | ||
(B) | hire any such employee who was employed by the Company or its affiliates as of the date of Executives termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executives employment with the Company. |
9
10
11
12
13
14
15
HERCULES HOLDING II, LLC | SAMUEL N. HAZEN | |
/s/ Chris Gordon
|
/s/ Samuel N. Hazen
|
|
By: Chris Gordon | ||
Title: President |
16
2
3
4
5
6
7
(A) | engage in any business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a Competitive Business ); | ||
(B) | enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; | ||
(C) | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or | ||
(D) | interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) |
8
(A) | solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or | ||
(B) | hire any such employee who was employed by the Company or its affiliates as of the date of Executives termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executives employment with the Company. |
9
10
11
12
13
14
15
HERCULES HOLDING II, LLC | WILLIAM P. RUTLEDGE | |
/s/ Chris Gordon
|
/s/ William P. Rutledge
|
|
By: Chris Gordon | ||
Title: President |
16
Year Ended December 31,
2006
2005
2004
2003
2002
$
1,862
$
2,327
$
2,141
$
2,306
$
1,603
1,092
785
686
611
558
$
2,954
$
3,112
$
2,827
$
2,917
$
2,161
$
955
$
655
$
563
$
491
$
446
137
130
123
120
112
1,092
785
686
611
558
38
25
28
49
37
$
1,130
$
810
$
714
$
660
$
595
2.61
3.84
3.96
4.42
3.63
ALABAMA
|
||||
|
||||
Alabama-Tennessee Health Network, Inc.
|
||||
CareOne Home Health Services, Inc.
|
||||
Four Rivers Medical Center PHO, Inc.
|
||||
Selma Medical Center Hospital, Inc.
|
||||
|
||||
ALASKA
|
||||
|
||||
Chugach PT, Inc.
|
||||
Columbia Behavioral Healthcare, Inc.
|
||||
Columbia North Alaska Healthcare, Inc.
|
||||
|
||||
ARKANSAS
|
||||
|
||||
Central Arkansas Provider Network, Inc.
|
||||
Columbia Health System of Arkansas, Inc.
|
||||
|
||||
BERMUDA
|
||||
|
||||
Parthenon Insurance Company, Limited
|
||||
|
||||
CALIFORNIA
|
||||
|
||||
Birthing Facility of Beverly Hills, Inc.
|
||||
C.H.L.H., Inc.
|
||||
Center for Advanced Imaging, LLC
|
||||
CFC Investments, Inc.
|
||||
CH Systems
|
||||
Chino Community Hospital Corporation, Inc.
|
||||
Columbia ASC Management, L.P.
|
||||
Columbia Fallbrook, Inc.
|
||||
Columbia Riverside, Inc.
|
||||
Columbia/HCA San Clemente, Inc.
|
||||
Community Hospital of Gardena Corporation, Inc.
|
||||
Encino Hospital Corporation, Inc.
|
||||
Far West Division, Inc.
|
||||
Galen-Soch, Inc.
|
||||
Good Samaritan Surgery Center, L.P.
|
||||
HCA Allied Health Services of San Diego, Inc.
|
||||
HCA Health Services of California, Inc.
|
||||
HCA Hospital Services of San Diego, Inc.
|
||||
Healdsburg General Hospital, Inc.
|
||||
L E Corporation
|
||||
Las Encinas Hospital
|
||||
Los Gatos Surgical Center, a California Limited Partnership
|
||||
Los Gatos Surgical Center
|
||||
Los Robles Regional Medical Center
|
||||
Los Robles Hospital & Medical Center
|
||||
Los Robles Surgicenter JV
|
||||
Los Robles Surgicenter
|
||||
MCA Investment Company
|
||||
Mission Bay Memorial Hospital, Inc.
|
||||
Neuro Affiliates Company
|
||||
Psychiatric Company of California, Inc.
|
||||
Riverside Healthcare System, L.P.
|
||||
Riverside Community Hospital
|
||||
Riverside Holdings, Inc.
|
||||
Riverside Surgicenter, L.P.
|
||||
San Joaquin Surgical Center, Inc.
|
||||
San Jose Healthcare System, Inc.
|
San Jose Pathology Outreach, LLC
|
||||
Southwest Surgical Clinic, Inc.
|
||||
Surgicare of Beverly Hills, Inc.
|
||||
Surgicare of Good Samaritan, LLC
|
||||
Surgicare of Los Gatos, Inc.
|
||||
Surgicare of Montebello, Inc.
|
||||
Surgicare of Riverside, LLC
|
||||
Surgicare of West Hills, Inc.
|
||||
Ukiah Hospital Corporation
|
||||
Visalia Community Hospital, Inc.
|
||||
VMC Management, Inc.
|
||||
VMC-GP, Inc.
|
||||
West Hills Hospital
|
||||
West Hills Hospital & Medical Center
|
||||
West Hills Surgical Center, Ltd.
|
||||
West Hills Surgical Center
|
||||
West Los Angeles Physicians Hospital, Inc.
|
||||
Westminster Community Hospital
|
||||
Westside Hospital Limited Partnership
|
||||
Windsor Health Group Medical Building Partnership
|
||||
|
||||
CAYMAN ISLANDS
|
||||
|
||||
Health Midwest Insurance Company, Ltd.
|
||||
|
||||
COLORADO
|
||||
|
||||
Bethesda Psychealth Ventures, Inc.
|
||||
Colorado Health Systems, Inc.
|
||||
Colorado Healthcare Management, LLC
|
||||
Columbine Psychiatric Center, Inc.
|
||||
Continental Division I, Inc.
|
||||
Diagnostic Mammography Services, G.P.
|
||||
Galen of Aurora, Inc.
|
||||
HCA-HealthONE LLC
|
||||
North Suburban Medical Center
|
||||
Presbyterian/St. Lukes Medical Center
|
||||
Rose Medical Center
|
||||
Sky Ridge Medical Center
|
||||
Swedish Medical Center
|
||||
The Medical Center of Aurora
|
||||
Health Care Indemnity, Inc.
|
||||
HealthONE at Breckenridge, LLC
|
||||
HealthONE Clear Creek, LLC
|
||||
HealthONE Clinic Services Behavioral Health, LLC
|
||||
HealthONE Clinic Services Cardiovascular, LLC
|
||||
HealthONE Clinic Services Medical Specialties, LLC
|
||||
HealthONE Clinic Services Neurosciences, LLC
|
||||
HealthONE Clinic Services Obstetrics and Gynecology, LLC
|
||||
HealthONE Clinic Services Occupational Medicine, LLC
|
||||
HealthONE Clinic Services Pediatric Specialties, LLC
|
||||
HealthONE Clinic Services Primary Care, LLC
|
||||
HealthONE Clinic Services Surgical Specialties, LLC
|
||||
HealthONE Clinic Services LLC
|
||||
HealthONE Lowry, LLC
|
||||
HealthONE of Denver, Inc.
|
||||
HealthONE Urologic, LLC
|
||||
Hospital-Based CRNA Services, Inc.
|
Lakewood Surgicare, Inc.
|
||||
Mountain View MRI Associates, Ltd.
|
||||
MOVCO, Inc.
|
||||
New Rose Holding Company, Inc.
|
||||
North Suburban Spine Center, L.P.
|
||||
Musculoskeletal Surgery Center
|
||||
Rocky Mountain Pediatric Hematology Oncology, LLC
|
||||
Rocky Mountain Surgery Center, LLC
|
||||
Rose Health Partners, LLC
|
||||
Rose POB, Inc.
|
||||
Surgicare of Denver Mid-Town, Inc.
|
||||
Surgicare of North Suburban, LLC
|
||||
Surgicare of Rose, LLC
|
||||
Surgicare of Sky Ridge, LLC
|
||||
Surgicare of Southeast Denver, Inc.
|
||||
Surgicare of Swedish, LLC
|
||||
Surgicare of Thornton, LLC
|
||||
Swedish Medpro, Inc.
|
||||
Swedish MOB II, Inc.
|
||||
Swedish MOB III, Inc.
|
||||
Swedish MOB IV, Inc.
|
||||
Swedish MOB, LLC
|
||||
Urology Surgery Center of Colorado, LLC
|
||||
|
||||
DELAWARE
|
||||
|
||||
AC Med, LLC
|
||||
Aligned Business Consortium Group, L.P.
|
||||
Alpharetta Imaging Services, LLC
|
||||
Alternaco, LLC
|
||||
American Medicorp Development Co.
|
||||
Ami-Point GA, LLC
|
||||
AOGN, LLC
|
||||
AR Holding 1, LLC
|
||||
AR Holding 2, LLC
|
||||
AR Holding 3, LLC
|
||||
AR Holding 4, LLC
|
||||
AR Holding 5, LLC
|
||||
AR Holding 6, LLC
|
||||
AR Holding 7, LLC
|
||||
AR Holding 8, LLC
|
||||
AR Holding 9, LLC
|
||||
AR Holding 10, LLC
|
||||
AR Holding 11, LLC
|
||||
AR Holding 12, LLC
|
||||
AR Holding 13, LLC
|
||||
AR Holding 14, LLC
|
||||
AR Holding 15, LLC
|
||||
AR Holding 16, LLC
|
||||
AR Holding 17, LLC
|
||||
AR Holding 18, LLC
|
||||
AR Holding 19, LLC
|
||||
AR Holding 20, LLC
|
||||
AR Holding 21, LLC
|
||||
AR Holding 22, LLC
|
||||
AR Holding 23, LLC
|
||||
AR Holding 24, LLC
|
AR Holding 25, LLC
|
||||
AR Holding 26, LLC
|
||||
AR Holding 27, LLC
|
||||
AR Holding 28, LLC
|
||||
AR Holding 29, LLC
|
||||
AR Holding 30, LLC
|
||||
Arkansas Medical Park, LLC
|
||||
ASD Shared Services, LLC
|
||||
Atlanta Healthcare Management, L.P.
|
||||
Atlanta Market GP, Inc.
|
||||
Atlanta Orthopaedic Surgical Center, Inc.
|
||||
Aventura EFL Imaging Center, LLC
|
||||
Bayshore Partner, LLC
|
||||
Belton Family Practice Clinic, LLC
|
||||
Blake Imaging, LLC
|
||||
Boynton Beach EFL Imaging Center, LLC
|
||||
Brunswick Hospital, LLC
|
||||
C/HCA Capital, Inc.
|
||||
C/HCA, Inc.
|
||||
Cancer Centers of North Florida, LLC
|
||||
Cardiovascular Center of Fort Worth, L.P.
|
||||
Cardiovascular Ventures of Fort Worth, LLC
|
||||
Carolina Forest Imaging Manager, LLC
|
||||
Centerpoint Medical Center of Independence, LLC
|
||||
Independence Regional Health Center
|
||||
Central Florida Diagnostic Cardiology Center, LLC
|
||||
Central Florida Imaging Services, LLC
|
||||
Central Health Holding Company, Inc.
|
||||
Central Health Services Hospice, Inc.
|
||||
Chattanooga ASC, LLC
|
||||
CHC Finance Co.
|
||||
CHC Payroll Agent, Inc.
|
||||
CHCA Bayshore, L.P.
|
||||
Bayshore Medical Center
|
||||
CHCA Clear Lake, L.P.
|
||||
Clear Lake Regional Medical Center
|
||||
CHCA Conroe, L.P.
|
||||
Conroe Regional Medical Center
|
||||
CHCA East Houston, L.P.
|
||||
East Houston Regional Medical Center
|
||||
CHCA Hospital LP, Inc.
|
||||
CHCA Mainland, L.P.
|
||||
Mainland Medical Center
|
||||
CHCA Palmyra Partner, Inc.
|
||||
CHCA West Houston, L.P.
|
||||
West Houston Medical Center
|
||||
CHCA Womans Hospital, L.P.
|
||||
Womans Hospital of Texas
|
||||
Cheray and Samuels, LLC
|
||||
Clear Lake Merger, LLC
|
||||
Clear Lake Regional Partner, LLC
|
||||
Clearwater GP, LLC
|
||||
ClinicServ, LLC
|
||||
CMS GP, LLC
|
||||
Coastal Bend Hospital, Inc.
|
||||
Coastal Healthcare Services, Inc.
|
Cobb Imaging Services, LLC
|
||||
Coliseum Health Group, LLC
|
||||
Coliseum Medical Center, LLC
|
||||
Coliseum Medical Centers
|
||||
Coliseum Psychiatric Center, LLC
|
||||
Coliseum Psychiatric Center
|
||||
Coliseum Surgery Center, L.L.C.
|
||||
Columbia Behavioral Health, LLC
|
||||
Columbia EFL Imaging Center, LLC
|
||||
Columbia Homecare Group, Inc.
|
||||
Columbia Hospital (Palm Beaches) Limited Partnership
|
||||
Columbia Hospital
|
||||
Columbia Hospital Corporation of Fort Worth
|
||||
Columbia Hospital Corporation of Houston
|
||||
Columbia Hospital Corporation-Delaware
|
||||
Columbia Management Companies, Inc.
|
||||
Columbia Mesquite Health System, L.P.
|
||||
Columbia Palm Beach GP, LLC
|
||||
Columbia Rio Grande Healthcare, L.P.
|
||||
Rio Grande Regional Hospital
|
||||
Columbia Valley Healthcare System, L.P.
|
||||
Valley Regional Medical Center
|
||||
Columbia Westbank Healthcare, L.P.
|
||||
Columbia/HCA Middle East Management Company
|
||||
Columbia-SDH Holdings, Inc.
|
||||
Columbus Cath Lab, Inc.
|
||||
Columbus Cath Lab, LLC
|
||||
Concept EFL Imaging Center, LLC
|
||||
Concept West EFL Imaging Center, LLC
|
||||
Conroe Partner, LLC
|
||||
CoralStone Management, Inc.
|
||||
COSCORP, LLC
|
||||
CPS TN Processor 1, Inc.
|
||||
CRMC-M, LLC
|
||||
Dallas/Ft. Worth Physician, LLC
|
||||
Danforth Hospital, Inc.
|
||||
Delray EFL Imaging Center, LLC
|
||||
Delta Division, Inc.
|
||||
Denton Cancer Center, LLC
|
||||
DeSoto Family Practice, LLC
|
||||
Doctors Hospital of Augusta, LLC
|
||||
Doctors Hospital
|
||||
Douglasville Imaging Services, LLC
|
||||
Drake Development Company
|
||||
Drake Development Company II
|
||||
Drake Development Company III
|
||||
Drake Development Company IV
|
||||
Drake Development Company V
|
||||
Drake Development Company VI
|
||||
Drake Management Company
|
||||
EarthStone HomeHealth Company
|
||||
East Florida Imaging Holdings, LLC
|
||||
East Houston Partner, LLC
|
||||
Edmond Regional Medical Center, LLC
|
||||
Edmond Medical Center
|
Electa Health Network, LLC
|
||||
EMMC, LLC
|
||||
EP Health, LLC
|
||||
EP Holdco, LLC
|
||||
EPIC Development, Inc.
|
||||
EPIC Diagnostic Centers, Inc.
|
||||
EPIC Healthcare Management Company
|
||||
EPIC Surgery Centers, Inc.
|
||||
Extendicare Properties, Inc.
|
||||
Fairview Park GP, LLC
|
||||
Fairview Partner, LLC
|
||||
Family Care of E. Jackson County, LLC
|
||||
FHAL, LLC
|
||||
Forest Park Surgery Pavilion, Inc.
|
||||
Forest Park Surgery Pavilion, L.P.
|
||||
Fort Bend Hospital, Inc.
|
||||
Galen (Kansas) Merger, LLC
|
||||
Galen BH, Inc.
|
||||
Galen Finance, LLC
|
||||
Galen Global Finance, Inc.
|
||||
Galen GOK, LLC
|
||||
Galen Holdco, LLC
|
||||
Galen Hospital Alaska, Inc.
|
||||
Alaska Regional Hospital
|
||||
Galen International Capital, Inc.
|
||||
Galen International Holdings, Inc.
|
||||
Galen KY, LLC
|
||||
Galen LA, LLC
|
||||
Galen MCS, LLC
|
||||
Galen Medical Corporation
|
||||
Galen MRMC, LLC
|
||||
Galen NMC, LLC
|
||||
Galen NSH, LLC
|
||||
Galen SOM, LLC
|
||||
Galen SSH, LLC
|
||||
Galendeco, Inc.
|
||||
GalTex, LLC
|
||||
Garden Park Community Hospital Limited Partnership
|
||||
Gardens EFL Imaging Center, LLC
|
||||
Gary Berger, DO, LLC
|
||||
General Healthserv, LLC
|
||||
Georgia Health Holdings, Inc.
|
||||
Georgia, L.P.
|
||||
GHC-Galen Health Care, LLC
|
||||
GKI Lawrence, LLC
|
||||
Glendale Surgical, LLC
|
||||
Good Samaritan Hospital, L.P.
|
||||
Good Samaritan Hospital
|
||||
Good Samaritan Hospital, LLC
|
||||
Goppert-Trinity Family Care, LLC
|
||||
GPCH-GP, Inc.
|
||||
Garden Park Medical Center
|
||||
Grand Strand Regional Medical Center, LLC
|
||||
Grand Strand Regional Medical Center
|
||||
Grandview Health Care Clinic, LLC
|
||||
H.H.U.K., Inc.
|
HCA IT&S Field Operations, Inc.
|
||||
HCA IT&S Inventory Management, Inc.
|
||||
HCA Health Services of Midwest, Inc.
|
||||
HCA Holdco, LLC
|
||||
HCA Imaging Services of North Florida, Inc.
|
||||
HCA Management Services, L.P.
|
||||
HCA Outpatient Imaging Services Group, Inc.
|
||||
HCA Property GP, LLC
|
||||
HCA Psychiatric Company
|
||||
HCA Squared, LLC
|
||||
HCA Switzerland Holding Sàrl
|
||||
HCA Wesley Rehabilitation Hospital, Inc.
|
||||
Health Services (Delaware), Inc.
|
||||
Health Services Merger, Inc.
|
||||
Healthcare Technology Assessment Corporation
|
||||
Healthco, LLC
|
||||
Healthnet of Kentucky, LLC
|
||||
Healthserv Acquisition, LLC
|
||||
Healthtrust MOB Tennessee, LLC
|
||||
Healthtrust MOB, LLC
|
||||
Healthtrust Purchasing Group, L.P.
|
||||
Healthtrust, Inc. The Hospital Company
|
||||
Hearthstone Home Health, Inc.
|
||||
Heloma Operations, LLC
|
||||
Hendersonville ODC, LLC
|
||||
Henrico Doctors Hospital Forest Campus Property, LLC
|
||||
HHNC, LLC
|
||||
HM EHS, LLC
|
||||
HM NKCH, LLC
|
||||
HM OMCOS, LLC
|
||||
Holden Family Health Care, LLC
|
||||
Hospital Corp., LLC
|
||||
Hospital Development Properties, Inc.
|
||||
Hospital of South Valley, LLC
|
||||
Hospital Partners Merger, LLC
|
||||
Houston Healthcare Holdings, Inc.
|
||||
Houston Womans Hospital Partner, LLC
|
||||
HSS Holdco, LLC
|
||||
HSS Systems VA, LLC
|
||||
HSS Systems, LLC
|
||||
HTI Hospital Holdings, Inc.
|
||||
Independence Regional Medical Group, LLC
|
||||
Indian Path, LLC
|
||||
Indianapolis Hospital Partner, LLC
|
||||
Integrated Regional Laboratories, LLP
|
||||
Internal Medicine Associates of Lees Summit, LLC
|
||||
Jackson County Medical Group, LLC
|
||||
JCSH, LLC
|
||||
JCSHLP, LLC
|
||||
JFK Medical Center Limited Partnership
|
||||
JFK Medical Center
|
||||
Jupiter EFL Imaging Center, LLC
|
||||
JV Investor, LLC
|
||||
Kansas Healthserv, LLC
|
||||
Katy Medical Center, Inc.
|
||||
Kendall EFL Imaging Center, LLC
|
Kendall Regional Medical Center, LLC
|
||||
Lake City Health Centers, Inc.
|
||||
Lake Hearn Imaging Services, LLC
|
||||
Lakeland Medical Center, LLC
|
||||
Lakeside Radiology, LLC
|
||||
Lakeview Medical Center, LLC
|
||||
Lakeview Regional Medical Center
|
||||
Laredo Medco, LLC
|
||||
Lawrence Amdeco, LLC
|
||||
Lawrence Medical, LLC
|
||||
Lees Summit Family Care, LLC
|
||||
Lewis-Gale Medical Center, LLC
|
||||
Lewis-Gale Medical Center
|
||||
Louisiana Hospital Holdings, Inc.
|
||||
Low Country Health Services, Inc. of the Southeast
|
||||
Macon Healthcare, LLC
|
||||
Macon Northside Health Group, LLC
|
||||
Macon Northside Hospital, LLC
|
||||
Coliseum Northside Hospital
|
||||
Mainland Partner, LLC
|
||||
Management Services Holdings, Inc.
|
||||
Management Services LP, LLC
|
||||
McKinley & Associates, LLC
|
||||
Medical Arts Hospital of Texarkana, Inc.
|
||||
Medical Care America, LLC
|
||||
Medical Care Financial Services Corp.
|
||||
Medical Care Real Estate Finance, Inc.
|
||||
Medical Center of Plano Partner, LLC
|
||||
Medical Centers of Oklahoma, LLC
|
||||
Medical City Dallas Partner, LLC
|
||||
Medical Corporation of America
|
||||
Medical Office Buildings of Kansas, LLC
|
||||
Medical Specialties, Inc.
|
||||
Medistone Healthcare Ventures, Inc.
|
||||
MediVision of Mecklenburg County, Inc.
|
||||
MediVision of Tampa, Inc.
|
||||
MediVision, Inc.
|
||||
Memorial Southside Cancer Center, LLC
|
||||
Miami Beach EFL Imaging Center, LLC
|
||||
MidAmerica Oncology, LLC
|
||||
Mid-Continent Health Services, Inc.
|
||||
Middle Georgia Hospital, LLC
|
||||
Midtown Diagnostics, LLC
|
||||
Midtown ID Clinic, LLC
|
||||
Midwest Division ACH, LLC
|
||||
Allen County Hospital
|
||||
Midwest Division CMC, LLC
|
||||
Midwest Division LRHC, LLC
|
||||
Lafayette Regional Health Center
|
||||
Midwest Division LSH, LLC
|
||||
Lees Summit Hospital
|
||||
Midwest Division MCI, LLC
|
||||
Medical Center of Independence
|
||||
Midwest Division MII, LLC
|
||||
Midwest Division MMC, LLC
|
||||
Menorah Medical Center
|
Midwest Division OPRMC, LLC
|
||||
Overland Park Regional Medical Center
|
||||
Midwest Division PFC, LLC
|
||||
Midwest Division RMC, LLC
|
||||
Research Medical Center
|
||||
Midwest Division RPC, LLC
|
||||
Research Psychiatric Center
|
||||
Midwest Division TLM, LLC
|
||||
Midwest Holdings, Inc.
|
||||
Midwest Medicine Associates, LLC
|
||||
Midwest Metropolitan Physicians Group, LLC
|
||||
Midwest Physician Services Lab, LLC
|
||||
Mobile Corps., Inc.
|
||||
MRT&C, Inc.
|
||||
Nashville Shared Services General Partnership
|
||||
New North Palm Beach County Surgery Center, Ltd.
|
||||
North Brandon Imaging, LLC
|
||||
North Florida Cancer Center Lake City, LLC
|
||||
North Florida Cancer Center Live Oak, LLC
|
||||
North Florida Cancer Center Tallahassee, LLC
|
||||
North Florida Radiation Oncology, LLC
|
||||
North Miami Beach Surgery Center Limited Partnership
|
||||
North Miami Beach Surgical Center
|
||||
North Miami Beach Surgical Center, LLC
|
||||
North Tampa Imaging, LLC
|
||||
North Texas Medical Center, Inc.
|
||||
Northeast Florida Cancer Services, LLC
|
||||
Northwest Fla. Home Health Agency, Inc.
|
||||
Notami Hospitals, LLC
|
||||
Notami Louisiana Holdings, Inc.
|
||||
Notami, LLC
|
||||
Notco, LLC
|
||||
NTGP, LLC
|
||||
NTMC Ambulatory Surgery Center, L.P.
|
||||
NTMC Management Company
|
||||
NTMC Venture, Inc.
|
||||
Ocala Stereotactic Radiosurgery Partner, LLC
|
||||
Ocala Stereotactic Radiosurgery, LLC
|
||||
OMI Management, LLC
|
||||
OneSource Med Acquisition Company
|
||||
Orange City Imaging Services, LLC
|
||||
Orlando Outpatient Surgical Center, Inc.
|
||||
Outpatient Cardiovascular Center of Central Florida, LLC
|
||||
Outpatient GP, LLC
|
||||
Outpatient LP, LLC
|
||||
Outpatient Services LAD, LLC
|
||||
Outpatient Services River Oaks Imaging Clear Lake, L.P.
|
||||
Outpatient Services River Oaks Imaging Conroe, L.P.
|
||||
Outpatient Services River Oaks Imaging East Houston, L.P.
|
||||
Outpatient Services River Oaks Imaging Houston, L.P.
|
||||
Outpatient Services River Oaks Imaging Humble, L.P.
|
||||
Outpatient Services River Oaks Imaging Medical Center, L.P.
|
||||
Outpatient Services River Oaks Imaging Pasadena, L.P.
|
||||
Outpatient Services River Oaks Imaging Sugar Land, L.P.
|
||||
Outpatient Services River Oaks Imaging West Houston, L.P.
|
||||
Outpatient Services River Oaks Imaging Willowbrook, L.P.
|
Outpatient Services Holdings, Inc.
|
||||
Palm Beach EFL Imaging Center, LLC
|
||||
Palms West Hospital Limited Partnership
|
||||
Palms West Hospital
|
||||
Palmyra Park GP, Inc.
|
||||
Paragon SDS, Inc.
|
||||
Paragon WSC, Inc.
|
||||
Parkway Hospital, Inc.
|
||||
Pearland Partner, LLC
|
||||
Pinellas Medical, LLC
|
||||
Pioneer Medical, LLC
|
||||
Plano Heart Institute, L.P.
|
||||
Plano Heart Management, LLC
|
||||
Plantation General Hospital Limited Partnership
|
||||
Plantation General Hospital
|
||||
PMM, Inc.
|
||||
POH Holdings, LLC
|
||||
Portsmouth Regional Ambulatory Surgery Center, LLC
|
||||
Portsmouth Regional Ambulatory Surgery Center
|
||||
Preferred Works WC, LLC
|
||||
Primary Care Acquisition, Inc.
|
||||
Primary Medical Management, Inc.
|
||||
Radiation Oncology Manager, LLC
|
||||
RCH, LLC
|
||||
Red Rock at Maryland Parkway, LLC
|
||||
Red Rock at Smoke Ranch, LLC
|
||||
Red Rock Holdco, LLC
|
||||
Reston Hospital Center, LLC
|
||||
Reston Hospital Center
|
||||
RHA MSO, LLC
|
||||
Richmond Imaging Merger, LLC
|
||||
Riverside Hospital, Inc.
|
||||
Riverside Imaging, LLC
|
||||
RMC HBP, LLC
|
||||
Rockhill General Surgery, LLC
|
||||
Round Rock Hospital, Inc.
|
||||
Samaritan, LLC
|
||||
San Bernardino Imaging, LLC
|
||||
San Jose Healthcare System, LP
|
||||
Regional Medical Center of San Jose
|
||||
San Jose Hospital, L.P.
|
||||
San Jose Medical Center, LLC
|
||||
San Jose, LLC
|
||||
San Pablo ASC, LLC
|
||||
Sarah Cannon Research Institute, LLC
|
||||
SCRI Holdings, LLC
|
||||
SJMC, LLC
|
||||
Sleep Lab at Menorah Medical Center, LLC
|
||||
SMCH, LLC
|
||||
South Bay Imaging, LLC
|
||||
South Brandon Imaging, LLC
|
||||
South Dade GP, LLC
|
||||
South Valley Hospital, L.P.
|
||||
Southtown Womens Clinic, LLC
|
||||
Spalding Rehabilitation L.L.C.
|
||||
Spalding Rehabilitation Hospital
|
Spring Branch GP, LLC
|
||||
Spring Branch LP, LLC
|
||||
Spring Hill Imaging, LLC
|
||||
Springview KY, LLC
|
||||
SR Medical Center, LLC
|
||||
State Line Medical Group, LLC
|
||||
State Line Urgent Care, LLC
|
||||
Stones River Hospital, LLC
|
||||
Suburban Medical Center at Hoffman Estates, Inc.
|
||||
Summit General Partner, Inc.
|
||||
Summit Medical Assoc., LLC
|
||||
Summit Outpatient Diagnostic Center, LLC
|
||||
Sun Bay Medical Office Building, Inc.
|
||||
Sun City Imaging, LLC
|
||||
Suncoast Physician Practice, LLC
|
||||
Sun-Med, LLC
|
||||
Sunrise Hospital and Medical Center, LLC
|
||||
Sunrise Hospital & Medical Center
|
||||
Surgicare of Denton, Inc.
|
||||
Surgicare of Plano, Inc.
|
||||
Surgico, LLC
|
||||
SVH, LLC
|
||||
Swedish MOB Acquisition, Inc.
|
||||
Terre Haute Hospital GP, Inc.
|
||||
Terre Haute Hospital Holdings, Inc.
|
||||
Terre Haute Regional Hospital, L.P.
|
||||
Terre Haute Regional Hospital
|
||||
The Medical Group of Kansas City, LLC
|
||||
Town Plaza Family Practice, LLC
|
||||
Tri-Cities Rehabilitation Hospital, L.P.
|
||||
Trident Medical Center, LLC
|
||||
Trident Medical Center
|
||||
Tuckahoe Surgery Center, LP
|
||||
Tuckahoe Surgery Center
|
||||
Ultra Imaging Management Services, LLC
|
||||
Ultra Imaging of Tampa, LLC
|
||||
Utah Medco, LLC
|
||||
Value Health Management, Inc.
|
||||
VHSC Plantation, LLC
|
||||
VHSC Pompano Beach, LLC
|
||||
Vicksburg Diagnostic Services, L.P.
|
||||
Washington Holdco, LLC
|
||||
Wesley Cath Lab, LLC
|
||||
Wesley Manager, LLC
|
||||
Wesley Medical Center, LLC
|
||||
Wesley Medical Center
|
||||
West Florida Imaging Services, LLC
|
||||
West Florida PET Services, LLC
|
||||
West Houston, LLC
|
||||
Westbury Hospital, Inc.
|
||||
Westside EFL Imaging Center, LLC
|
||||
WHG Medical, LLC
|
||||
WJHC, LLC
|
||||
Womans Hospital Merger, LLC
|
||||
Womens Hospital Indianapolis GP, Inc.
|
||||
Womens Hospital Indianapolis, L.P.
|
WPPC, LLC
|
||||
Yates Center Family Health, LLC
|
||||
|
||||
FLORIDA
|
||||
|
||||
AAL Holdings, Inc.
|
||||
All About Learning, LLC
|
||||
All About Staffing, Inc.
|
||||
Ambulatory Laser Associates, GP
|
||||
Ambulatory Surgery Center Group, Ltd.
|
||||
Ambulatory Surgery Center
|
||||
Aventura Cardiovascular Surgeons, LLC
|
||||
Aventura Comprehensive Cancer Research Group of Florida, Inc.
|
||||
Aventura Neurosurgery, LLC
|
||||
BAMI Property, LLC
|
||||
Bannerman Family Care, LLC
|
||||
Bay Hospital, Inc.
|
||||
Gulf Coast Medical Center
|
||||
Bayonet Point Surgery Center, Ltd.
|
||||
Bayonet Point Surgery and Endoscopy Center
|
||||
Beach Primary Care, LLC
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||||
Belleair Surgery Center, Ltd.
|
||||
Belleair Surgery Center
|
||||
Big Cypress Medical Center, Inc.
|
||||
Bluewater Bay General Surgery, LLC
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||||
Bluewater Bay Urology, LLC
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||||
Bonita Bay Surgery Center, Inc.
|
||||
Bonita Bay Surgery Center, Ltd.
|
||||
Brandon Surgi-Center, Ltd.
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||||
Brandon Surgery Center
|
||||
Bridges Surgical Group, LLC
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||||
Broward Healthcare System, Inc.
|
||||
Broward Neurosurgeons, LLC
|
||||
Broward Physician Practices, Ltd.
|
||||
Cape Coral Surgery Center, Inc.
|
||||
Cape Coral Surgery Center, Ltd.
|
||||
CCH-GP, Inc.
|
||||
Cedarcare, Inc.
|
||||
Cedars BTW Program, Inc.
|
||||
Cedars Cardiovascular Surgeons, LLC
|
||||
Cedars Gastroenterologists, LLC
|
||||
Cedars Healthcare Group, Ltd.
|
||||
Cedars Medical Center
|
||||
Cedars International Cardiology Consultants, LLC
|
||||
Cedars Medical Center Hospitalists, LLC
|
||||
Cedars Neurosurgery, LLC
|
||||
Central Florida Cardiology Interpretations, LLC
|
||||
Central Florida Division Practice, Inc.
|
||||
Central Florida Obstetrics & Gynecology Associates, LLC
|
||||
Central Florida Radiology, LLC
|
||||
Central Florida Regional ENT, LLC
|
||||
Central Florida Regional Hospital, Inc.
|
||||
Central Florida Regional Hospital
|
||||
Central Florida Regional Obstetrics and Gynecology, LLC
|
||||
Clearwater Community Hospital Limited Partnership
|
||||
Coastal Cardiac Diagnostics, Ltd.
|
||||
Collier County Home Health Agency, Inc.
|
Columbia Behavioral Health, Ltd.
|
||||
Columbia Behavioral Healthcare of South Florida, Inc.
|
||||
Columbia Central Florida Division, Inc.
|
||||
Columbia Development of Florida, Inc.
|
||||
Columbia Eye and Specialty Surgery Center, Ltd.
|
||||
Tampa Eye & Specialty Surgery Center
|
||||
Columbia Florida Group, Inc.
|
||||
Columbia Homecare Central Florida, Inc.
|
||||
Columbia Homecare North Florida Division, Inc.
|
||||
Columbia Hospital Corporation of Central Miami
|
||||
Columbia Hospital Corporation of Kendall
|
||||
Columbia Hospital Corporation of Miami
|
||||
Columbia Hospital Corporation of Miami Beach
|
||||
Columbia Hospital Corporation of North Miami Beach
|
||||
Columbia Hospital Corporation of South Broward
|
||||
Westside Regional Medical Center
|
||||
Columbia Hospital Corporation of South Dade
|
||||
Columbia Hospital Corporation of South Florida
|
||||
Columbia Hospital Corporation of South Miami
|
||||
Columbia Hospital Corporation of Tamarac
|
||||
Columbia Hospital Corporation-SMM
|
||||
Columbia Jacksonville Healthcare System, Inc.
|
||||
Columbia Lake Worth Surgical Center Limited Partnership
|
||||
Columbia Midtown Joint Venture
|
||||
Columbia North Central Florida Health System Limited Partnership
|
||||
Columbia North Florida Regional Medical Center Limited Partnership
|
||||
Columbia Ocala Regional Medical Center Physician Group, Inc.
|
||||
Columbia Palm Beach Healthcare System Limited Partnership
|
||||
Columbia Park Healthcare System, Inc.
|
||||
Columbia Park Medical Center, Inc.
|
||||
Columbia Physician Services Florida Group, Inc.
|
||||
Columbia Primary Care, LLC
|
||||
Columbia Resource Network, Inc.
|
||||
Columbia Tampa Bay Division, Inc.
|
||||
Columbia-Osceola Imaging Center, Inc.
|
||||
Community Orthopedics and Hand Surgery, LLC
|
||||
Coral Springs Surgi-Center, Ltd.
|
||||
Surgery Center at Coral Springs
|
||||
Countryside Surgery Center, Ltd.
|
||||
Countryside Surgery Center
|
||||
Cypress Physician Group, LLC
|
||||
Dade Physician Practices, Ltd.
|
||||
Daytona Medical Center, Inc.
|
||||
Destin Cardiology, LLC
|
||||
Destin Primary Care, LLC
|
||||
Diagnostic Breast Center, Inc.
|
||||
Doctors Hospital Physician-Hospital Organization, Inc.
|
||||
Doctors Osteopathic Medical Center, Inc.
|
||||
Doctors Same Day Surgery Center, Inc.
|
||||
Doctors Same Day Surgery Center, Ltd.
|
||||
Doctors Same Day Surgery Center
|
||||
Doctors Special Surgery Center of Jacksonville, Ltd.
|
||||
DOMC Property, LLC
|
||||
East Florida Division, Inc.
|
||||
East Pointe Hospital, Inc.
|
||||
Edward White Hospital, Inc.
|
Edward White Hospital
|
||||
Emerald Coast Behavioral Medicine, LLC
|
||||
Englewood Community Hospital, Inc.
|
||||
Englewood Community Hospital
|
||||
Fawcett Memorial Hospital, Inc.
|
||||
Fawcett Memorial Hospital
|
||||
Florida Home Health Services-Private Care, Inc.
|
||||
Florida Outpatient Surgery Center, Ltd.
|
||||
Florida Surgery Center
|
||||
Florida Primary Physicians, Inc.
|
||||
Fort Myers Market, Inc.
|
||||
Fort Pierce Immediate Care Center, Inc.
|
||||
Fort Pierce Orthopaedics, LLC
|
||||
Fort Pierce Surgery Center, Ltd.
|
||||
Fort Walton Beach Medical Center, Inc.
|
||||
Fort Walton Beach Medical Center
|
||||
Freeport Family Medicine, LLC
|
||||
Ft. Pierce Surgicare, LLC
|
||||
Ft. Walton Beach General Surgery, LLC
|
||||
Ft. Walton Beach Internal Medicine, LLC
|
||||
Ft. Walton Beach Medical Practices, LLC
|
||||
Gainesville GYN Oncology of North Florida Regional Medical Center, LLC
|
||||
Galen Diagnostic Multicenter, Ltd.
|
||||
Galen Hospital-Pembroke Pines, Inc.
|
||||
Galen of Florida, Inc.
|
||||
St. Petersburg General Hospital
|
||||
Galencare, Inc.
|
||||
Brandon Regional Hospital
|
||||
Gateway Internal Medicine, LLC
|
||||
Gateway Surgical Group, LLC
|
||||
Grant Center Hospital of Ocala, Inc.
|
||||
Greater Ft. Myers Physician Practices, Ltd.
|
||||
Gulf Coast General Surgery, LLC
|
||||
Gulf Coast Health Technologies, Inc.
|
||||
Gulf Coast Medical Center Primary Care, LLC
|
||||
Gulf Coast Physicians, Inc.
|
||||
Hamilton Memorial Hospital, Inc.
|
||||
HCA Family Care Center, Inc.
|
||||
HCA Health Services of Florida, Inc.
|
||||
Blake Medical Center
|
||||
Oak Hill Hospital
|
||||
Regional Medical Center Bayonet Point
|
||||
St. Lucie Medical Center
|
||||
HD&S Corp. Successor, Inc.
|
||||
Heritage Family Care, LLC
|
||||
Homecare North, Inc.
|
||||
Hospital Corporation of Lake Worth
|
||||
Hyperbaric and Wound Care Services of Ocala, LLC
|
||||
Imaging and Surgery Centers of Florida, Inc.
|
||||
Imaging Corp. of the Palm Beaches
|
||||
Imaging Services of Orlando, LLC
|
||||
Imaging Services of Panama City, LLC
|
||||
Immediate Care Center of Live Oak, LLC
|
||||
Integrated Regional Lab, LLC
|
||||
Internal Medicine of Tallahassee, LLC
|
||||
Internal Medicine Services of Osceola, LLC
|
Jacksonville Market, Inc.
|
||||
Jacksonville Physician Practices, Ltd.
|
||||
Jacksonville Surgery Center, Ltd.
|
||||
Jacksonville Surgery Center
|
||||
JFK Occupational Medicine, LLC
|
||||
JFK Real Properties, Ltd.
|
||||
Kendall Healthcare Group, Ltd.
|
||||
Kendall Regional Medical Center
|
||||
Kendall Therapy Center, Ltd.
|
||||
Kendall Urology, LLC
|
||||
Kingsley Family Care, LLC
|
||||
Kissimmee Surgicare, Ltd.
|
||||
Kissimmee Surgery Center
|
||||
LAD Imaging, LLC
|
||||
Lake Mary Imaging, LLC
|
||||
Lakewood Park Walk-In Clinic, LLC
|
||||
Largo Cardiology, LLC
|
||||
Largo Medical Center, Inc.
|
||||
Largo Medical Center
|
||||
Lawnwood Cardiovascular Surgery, LLC
|
||||
Lawnwood Medical Center, Inc.
|
||||
Lawnwood Regional Medical Center & Heart Institute
|
||||
Lawnwood Neurosurgery, LLC
|
||||
Lawnwood Pavilion Physician Services, LLC
|
||||
Lehigh Physician Practice, Ltd.
|
||||
M & M of Ocala, Inc.
|
||||
Mahan Medical, LLC
|
||||
Manatee Surgicare, Ltd.
|
||||
Gulf Coast Surgery Center
|
||||
Marion Community Hospital, Inc.
|
||||
Ocala Regional Medical Center
|
||||
Medical Associates of Ocala, LLC
|
||||
Medical Center of Port St. Lucie, Inc.
|
||||
Medical Center of Santa Rosa, Inc.
|
||||
Medical Imaging Center of Ocala
|
||||
Medical Partners of North Florida, LLC
|
||||
Memorial Diagnostic Services, Inc.
|
||||
Memorial Family Practice Associates, LLC
|
||||
Memorial Healthcare Group, Inc.
|
||||
Memorial Hospital Jacksonville
|
||||
Specialty Hospital Jacksonville
|
||||
Memorial Neurosurgery Group, LLC
|
||||
Memorial Primary Care, LLC
|
||||
Memorial Surgicare, Ltd.
|
||||
Plaza Surgery Center
|
||||
Plaza Surgery Center II
|
||||
Memorial Urgent Care Mandarin, LLC
|
||||
MHS Partnership Holdings JSC, Inc.
|
||||
MHS Partnership Holdings SDS, Inc.
|
||||
Miami Beach Healthcare Group, Ltd.
|
||||
Aventura Hospital and Medical Center
|
||||
Miami Lakes Surgery Center, Ltd.
|
||||
Naples Physician Practices, Ltd.
|
||||
Navarre Family Care, LLC
|
||||
Network MS of Florida, Inc.
|
New Port Richey Hospital, Inc.
|
||||
Community Hospital
|
||||
New Port Richey Surgery Center, Ltd.
|
||||
New Port Richey Surgery Center
|
||||
Niceville Family Practice, LLC
|
||||
Niceville General Surgery, LLC
|
||||
Niceville Primary Care Bluewater Bay, LLC
|
||||
North Central Florida Health System, Inc.
|
||||
North Central Florida Physician Practices, Ltd.
|
||||
North Florida Division I, Inc.
|
||||
North Florida Division Practice, Inc.
|
||||
North Florida GI Center GP, Inc.
|
||||
North Florida GI Center, Ltd.
|
||||
North Florida Immediate Care Center Springhill, LLC
|
||||
North Florida Immediate Care Center, Inc.
|
||||
North Florida Infusion Corporation
|
||||
North Florida Neurosurgery, LLC
|
||||
North Florida Outpatient Imaging Center, Ltd.
|
||||
North Florida Physician Services, Inc.
|
||||
North Florida Practice Management, Inc.
|
||||
North Florida Regional Investments, Inc.
|
||||
North Florida Regional Medical Center, Inc.
|
||||
North Florida Regional Medical Center
|
||||
North Florida Regional Otolaryngology, LLC
|
||||
North Florida Rehab Investments, LLC
|
||||
North Florida Surgical Associates, LLC
|
||||
North Palm Beach County Surgery Center, Ltd.
|
||||
North County Surgicenter
|
||||
North Tampa Physician Practices, Ltd.
|
||||
Northside MRI, Inc.
|
||||
Northwest Florida Healthcare Systems, Inc.
|
||||
Northwest Medical Center, Inc.
|
||||
Northwest Medical Center
|
||||
Notami Hospitals of Florida, Inc.
|
||||
Lake City Medical Center
|
||||
Oak Hill Acquisition, Inc.
|
||||
Oak Hill Family Care, LLC
|
||||
Oak Hill Hospitalists, LLC
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||||
Ocala Regional Outpatient Services, Inc.
|
||||
Okaloosa Hospital, Inc.
|
||||
Twin Cities Hospital
|
||||
Okeechobee Hospital, Inc.
|
||||
Raulerson Hospital
|
||||
OneSource Health Network of South Florida, Inc.
|
||||
Orange Park Hospitalists, LLC
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||||
Orange Park Medical Center, Inc.
|
||||
Orange Park Medical Center
|
||||
Orlando Physician Practices, Ltd.
|
||||
Orlando Surgicare, Ltd.
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||||
Same Day Surgicenter of Orlando
|
||||
Osceola Neurological Associates, LLC
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||||
Osceola Regional Hospital, Inc.
|
||||
Osceola Regional Medical Center
|
||||
Outpatient Surgical Services, Ltd.
|
||||
Outpatient Surgical Services
|
||||
P&L Associates
|
Pace Obstetrics and Gynecology, LLC
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||||
Palm Beach General Surgery, LLC
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||||
Palm Beach Healthcare System, Inc.
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||||
Palm Beach Hospitalists Program, LLC
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||||
Palm Beach Neurosurgery, LLC
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||||
Palm Beach Physician Practices, Ltd.
|
||||
Palms West Pediatric Neurosurgery, Inc.
|
||||
Palms West Surgery Center, Ltd.
|
||||
Palms West Surgicenter
|
||||
Panhandle Physician Practices, Ltd.
|
||||
Park South Imaging Center, Ltd.
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||||
PCMC Physician Group, Inc.
|
||||
Pensacola Primary Care, Inc.
|
||||
Pinellas Surgery Center, Ltd.
|
||||
Center for Special Surgery
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||||
Plantation Diabetes and Metabolism Clinic, LLC
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||||
Plantation Ortho, LLC
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||||
Plantation Pediatric Neurosurgery, LLC
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||||
Port St. Lucie Surgery Center, Ltd.
|
||||
St. Lucie Surgery Center
|
||||
Premier Medical Management, Ltd.
|
||||
Primary Care Medical Associates, Inc.
|
||||
Pulmonary Specialists of Lake City, LLC
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||||
Putnam Hospital, Inc.
|
||||
Raulerson General Surgery Group, LLC
|
||||
Roosevelt Family Care, LLC
|
||||
San Pablo Surgery Center, Ltd.
|
||||
Sarasota Doctors Hospital, Inc.
|
||||
Doctors Hospital of Sarasota
|
||||
South Bay Physician Clinics, Inc
|
||||
South Broward Medical Practice Partners, Ltd.
|
||||
South Broward Practices, Inc.
|
||||
South Dade Healthcare Group, Ltd.
|
||||
South Florida Division Practice, Inc.
|
||||
South Tampa Physician Practices, Ltd.
|
||||
Southwest Florida Division Practice, Inc.
|
||||
Southwest Florida Health System, Inc.
|
||||
Southwest Florida Regional Medical Center, Inc.
|
||||
Space Coast Surgical Center, Ltd.
|
||||
Merritt Island Surgery Center
|
||||
Spinal Disorder and Pain Treatment Institute, LLC
|
||||
Spine Care Centers of West Florida, LLC
|
||||
St. Lucie General Surgery, LLC
|
||||
St. Lucie Medical Center Walk-In Clinic, LLC
|
||||
St. Lucie West Primary Care, LLC
|
||||
St. Petersburg General Surgery, LLC
|
||||
Sun City Hospital, Inc.
|
||||
South Bay Hospital
|
||||
Surgery Center of Aventura, Ltd.
|
||||
Surgery Center of Aventura
|
||||
Surgery Center of Ft. Pierce, Ltd
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||||
Surgery Center of Ft. Pierce
|
||||
Surgery Center of Port Charlotte, Ltd.
|
||||
Gulf Pointe Surgery Center
|
||||
Surgical Park Center, Ltd.
|
||||
Surgical Park Center
|
Surgicare America Winter Park, Inc.
|
||||
Surgicare of Altamonte Springs, Inc.
|
||||
Surgicare of Aventura, LLC
|
||||
Surgicare of Bayonet Point, Inc.
|
||||
Surgicare of Brandon, Inc.
|
||||
Surgicare of Central Florida, Inc.
|
||||
Surgicare of Central Florida, Ltd.
|
||||
Central Florida Surgicenter
|
||||
Surgicare of Countryside, Inc.
|
||||
Surgicare of Florida, Inc.
|
||||
Surgicare of Ft. Pierce, Inc.
|
||||
Surgicare of Kissimmee, Inc.
|
||||
Surgicare of Manatee, Inc.
|
||||
Surgicare of Merritt Island, Inc.
|
||||
Surgicare of Miami Lakes, LLC
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||||
Surgicare of New Port Richey, Inc.
|
||||
Surgicare of Orange Park, Inc.
|
||||
Surgicare of Orange Park, Ltd.
|
||||
Orange Park Surgery Center
|
||||
Surgicare of Orlando, Inc.
|
||||
Surgicare of Palms West, LLC
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||||
Surgicare of Pinellas, Inc.
|
||||
Surgicare of Plantation, Inc.
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||||
Surgicare of Port Charlotte, LLC
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||||
Surgicare of Port St. Lucie, Inc.
|
||||
Surgicare of St. Andrews, Inc.
|
||||
Surgicare of St. Andrews, Ltd.
|
||||
Surgery Center at St. Andrews
|
||||
Surgicare of Stuart, Inc.
|
||||
Surgicare of Tallahassee, Inc.
|
||||
Surgicare of West Palm Beach, Ltd.
|
||||
Tallahassee Community Network, Inc.
|
||||
Tallahassee General Surgeons, LLC
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||||
Tallahassee Gyn-Oncology, LLC
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||||
Tallahassee Imaging Services, LLC
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||||
Tallahassee Medical Center, Inc.
|
||||
Capital Regional Medical Center
|
||||
Tallahassee Orthopedic Surgery Partners, Ltd.
|
||||
Tallahassee Outpatient Surgery Center
|
||||
Tallahassee Physician Practices, Ltd.
|
||||
Tampa Bay Division Practice, Inc.
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||||
Tampa Bay Health System, Inc.
|
||||
Tampa Surgi-Centre, Inc.
|
||||
TCH Physician Group, Inc.
|
||||
The Neurohealth Sciences Center, LLC
|
||||
The Tallahassee Diagnostic Imaging Center Partnership
|
||||
The Urology Center at Central Florida Regional Hospital, LLC
|
||||
Thoracic & Cardiovascular Surgeons, LLC
|
||||
Total Imaging Hudson, LLC
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||||
Total Imaging North St. Petersburg, LLC
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||||
Travel Medicine and Infections, Inc.
|
||||
Treasure Coast Physician Practices, Ltd.
|
||||
Twin Cities Primary Care Destin, LLC
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||||
Twin Cities Primary Care, LLC
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||||
University Hospital, Ltd.
|
||||
University Hospital and Medical Center
|
Volusia Healthcare Network, Inc.
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||||
West Broward Hand & Ortho, LLC
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||||
West Florida Anesthesia Services, LLC
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||||
West Florida Behavioral Health, Inc.
|
||||
West Florida Division, Inc.
|
||||
West Florida HealthWorks, LLC
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||||
West Florida Heart Center, LLC
|
||||
West Florida Inpatient Medicine, LLC
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||||
West Florida Internal Medicine, LLC
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||||
West Florida Regional Medical Center, Inc.
|
||||
West Florida Hospital
|
||||
Westside Surgery Center, Ltd.
|
||||
Parkside Surgery Center
|
||||
Wildwood Medical Center, Inc.
|
||||
Winter Park Healthcare Group, Ltd.
|
||||
Womens Health Center of Central Florida, LLC
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||||
Wound and Hyperbaric Center, LLC
|
||||
|
||||
GEORGIA
|
||||
|
||||
Acworth Imaging Center, LLC
|
||||
Albany Family Practice, LLC
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||||
Albany Neurosurgery Center, LLC
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||||
AOSC Sports Medicine, Inc.
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||||
Atlanta Home Care, L.P.
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||||
Atlanta Outpatient Surgery Center, Inc.
|
||||
Atlanta Surgery Center, Ltd.
|
||||
Atlanta Outpatient Peachtree Dunwoody Center
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||||
Atlanta Outpatient Surgery Center
|
||||
Augusta Inpatient Services, LLC
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||||
Augusta Physician Practice Company
|
||||
Buckhead Surgical Services, L.P.
|
||||
Buckhead Ambulatory Surgery Center
|
||||
Byron Family Practice, LLC
|
||||
Cartersville Medical Center, LLC
|
||||
Cartersville Medical Center
|
||||
Cartersville Occupational Medicine Center, LLC
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||||
Cartersville Physician Practice I, LLC
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||||
Cartersville Physician Practice Network, Inc.
|
||||
Cartersville Urgent Care, LLC
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||||
Center for Colorectal Care, LLC
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||||
Central Health Services, Inc.
|
||||
Chatsworth Hospital Corp.
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||||
CHHC of Chattanooga, Inc.
|
||||
Church Street Partners
|
||||
Coliseum Health Group, Inc.
|
||||
Coliseum Park Hospital, Inc.
|
||||
Coliseum Primary Healthcare Macon, LLC
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||||
Coliseum Primary Healthcare Riverside, LLC
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||||
Coliseum Same Day Surgery Center, L.P.
|
||||
Coliseum Same Day Surgery Center
|
||||
Coliseum-Houston ASC, L.P.
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||||
Coliseum-Houston GP, LLC
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||||
Columbia Coliseum Same Day Surgery Center, Inc.
|
||||
Columbia Physicians Services, Inc.
|
||||
Columbia Polk General Hospital, Inc.
|
||||
Polk Medical Center
|
Columbia Redmond Occupational Health, Inc.
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||||
Columbia Surgicare of Augusta, Ltd.
|
||||
Augusta Surgical Center
|
||||
Columbia-Georgia PT, Inc.
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||||
Columbus Cardiology, Inc.
|
||||
Columbus Doctors Hospital, Inc.
|
||||
Community Home Nursing Care, Inc.
|
||||
Dekalb Home Health Services, Inc.
|
||||
Diagnostic Services, G.P.
|
||||
Doctors Hospital Center for Occupational Medicine, LLC
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||||
Doctors Hospital Columbus GA-Joint Venture
|
||||
Doctors Hospital
|
||||
Doctors Hospital Surgery Center, L.P.
|
||||
Evans Surgery Center
|
||||
Doctors-I, Inc.
|
||||
Doctors-II, Inc.
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||||
Doctors-III, Inc.
|
||||
Doctors-IV, Inc.
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||||
Doctors-IX, Inc.
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||||
Doctors-V, Inc.
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||||
Doctors-VI, Inc.
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||||
Doctors-VII, Inc.
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||||
Doctors-VIII, Inc.
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||||
Doctors-X, Inc.
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||||
Dublin Community Hospital, LLC
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||||
Dunwoody Physician Practice Network, Inc.
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||||
Eagle Springs Primary Care, LLC
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||||
Eastside General Surgery, LLC
|
||||
Eastside Medicine, LLC
|
||||
EHCA Diagnostics, LLC
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||||
EHCA Eastside Occupational Medicine Center, LLC
|
||||
EHCA Eastside, LLC
|
||||
Emory Eastside Medical Center
|
||||
EHCA Johns Creek Holdings, LLC
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||||
EHCA Johns Creek, LLC
|
||||
Emory Johns Creek Hospital
|
||||
EHCA Metropolitan, LLC
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||||
EHCA Parkway, LLC
|
||||
EHCA Peachtree, LLC
|
||||
EHCA West Paces, LLC
|
||||
EHCA, LLC
|
||||
Evans Diagnostic Imaging Center, LLC
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||||
Fairview Park, Limited Partnership
|
||||
Fairview Park Hospital
|
||||
Fairview Physician Practice Company
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||||
Family Medicine at Northside, LLC
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||||
Gainesville Cardiology, Inc.
|
||||
General & Thoracic Surgery of Georgia, LLC
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||||
Georgia Psychiatric Company, Inc.
|
||||
Grace Family Practice, LLC
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||||
Grayson Primary Care, LLC
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||||
Greater Gwinnett Internal Medicine Associates, LLC
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||||
Greater Gwinnett Physician Corporation
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||||
Gwinnett Community Hospital, Inc.
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||||
HCA Health Services of Georgia, Inc.
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||||
Hughston Orthopedic Hospital
|
HCOL, Inc.
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||||
Health Care Management Corporation
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||||
Heritage Medical Care, LLC
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||||
Hughston Hospital Services, LLC
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||||
Infectious Diseases Consultants of Southwest Georgia, LLC
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||||
Lee County Surgical Center, L.P.
|
||||
LPOM, LLC
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||||
LPPN, Inc.
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||||
LPS, Inc.
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||||
Marietta Outpatient Medical Building, Inc.
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||||
Marietta Outpatient Surgery, Ltd.
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||||
Marietta Surgical Center
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||||
Marietta Surgical Center, Inc.
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||||
Med Corp., Inc.
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||||
MedFirst, Inc.
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||||
Medical Center- West, Inc.
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||||
MGIM, LLC
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||||
MOSC Sports Medicine, Inc.
|
||||
Newnan Hospitals I, L.L.C.
|
||||
North Cobb Physical Therapy, Inc.
|
||||
North Georgia Primary Care Group, LLC
|
||||
Northlake Medical Center, LLC
|
||||
Northlake MultiSpecialty Associates, LLC
|
||||
Northlake Physician Practice Network, Inc.
|
||||
Northlake Surgical Center, L.P.
|
||||
Northlake Surgical Center
|
||||
Northlake Surgicare, Inc.
|
||||
Orthopaedic Specialty Associates, L.P.
|
||||
Orthopaedic Sports Specialty Associates, Inc.
|
||||
Palmyra Park Hospital, Inc.
|
||||
Palmyra Medical Centers
|
||||
Palmyra Park, Limited Partnership
|
||||
Palmyra Professional Fees, LLC
|
||||
Parkway Physician Practice Company
|
||||
Parkway Surgery Center, L.P.
|
||||
Peachtree Corners Surgery Center, Ltd.
|
||||
Peachtree Occupational Medicine Center, LLC
|
||||
Peachtree Physician Practice Network, Inc.
|
||||
Pediatric Surgery Center, L.P.
|
||||
Pediatric Surgicare of Atlanta, LLC
|
||||
Polk Physician Practice Network, Inc.
|
||||
Pulmonary & Critical Care of Georgia, LLC
|
||||
Redmond ER Services, Inc.
|
||||
Redmond Hospital Services, LLC
|
||||
Redmond Hospital-Based Services, LLC
|
||||
Redmond P.D.N., Inc.
|
||||
Redmond Park Health Services, Inc.
|
||||
Redmond Park Hospital, LLC
|
||||
Redmond Regional Medical Center
|
||||
Redmond Physician Practice Company
|
||||
Redmond Physician Practice Company II
|
||||
Redmond Physician Practice Company III
|
||||
Redmond Physician Practice Company IV
|
||||
Redmond Physician Practice Company V
|
||||
Redmond Physician Practice Company VI
|
||||
Redmond Physician Practice VIII, LLC
|
Redmond Physician Practice XI, LLC
|
||||
Rockbridge Primary Care, LLC
|
||||
Rome Imaging Center Limited Partnership
|
||||
S.O.R., Inc.
|
||||
SCNG, LLC
|
||||
Southeast Division, Inc.
|
||||
Surgery Center of Rome, L.P.
|
||||
The Surgery Center of Rome
|
||||
Surgicare of Augusta, Inc.
|
||||
Surgicare of Buckhead, LLC
|
||||
Surgicare of Evans, Inc.
|
||||
Surgicare of Lee County, LLC
|
||||
Surgicare of Rome, Inc.
|
||||
The Rankin Foundation
|
||||
Urology Center of North Georgia, LLC
|
||||
West Paces Services, Inc.
|
||||
|
||||
IDAHO
|
||||
|
||||
Eastern Idaho Health Services, Inc.
|
||||
Eastern Idaho Regional Medical Center
|
||||
Eastern Idaho OB Clinic, LLC
|
||||
Eastern Idaho Regional Medical Center Physician Services, LLC
|
||||
Idaho Physician Services, Inc.
|
||||
Patients First Neonatology, LLC
|
||||
West Valley Internal Medicine, LLC
|
||||
West Valley Medical Center, Inc.
|
||||
West Valley Medical Center
|
||||
West Valley Professional Fee Billing, LLC
|
||||
|
||||
ILLINOIS
|
||||
|
||||
Chicago Grant Hospital, Inc.
|
||||
Columbia Chicago Division, Inc.
|
||||
Columbia Chicago Homecare, Inc.
|
||||
Columbia Chicago Northside Hospital, Inc.
|
||||
Columbia LaGrange Hospital, Inc.
|
||||
Columbia Surgicare North Michigan Ave., L.P.
|
||||
Galen Hospital Illinois, Inc.
|
||||
Galen of Illinois, Inc.
|
||||
Illinois Psychiatric Hospital Company, Inc.
|
||||
Smith Laboratories, Inc.
|
||||
|
||||
INDIANA
|
||||
|
||||
Advanced Neurosurgery, LLC
|
||||
Advanced Orthopedics, LLC
|
||||
All About Staffing, Inc.
|
||||
BAMI-COL, Inc.
|
||||
Basic American Medical, Inc.
|
||||
Columbia PhysicianCare Outpatient Surgery Center, Ltd.
|
||||
Jeffersonville MediVision, Inc.
|
||||
Physician Practices of Terre Haute, Inc.
|
||||
Surgicare of Indianapolis, Inc.
|
||||
Surgicare of Terre Haute, LLC
|
||||
Terre Haute Heart Lung Vascular Associates, LLC
|
||||
Terre Haute Hospitalists Service, LLC
|
||||
Terre Haute MOB, L.P.
|
||||
Terre Haute Obstetrics and Gynecology, LLC
|
Terre Haute Regional Physician Hospital Organization, Inc.
|
||||
Terre Haute Regional Surgery Center, L.P.
|
||||
Wabash Valley Hospitalists, LLC
|
||||
Womens Management Services, Inc.
|
||||
|
||||
KANSAS
|
||||
|
||||
Galichia Laboratories, Inc.
|
||||
HealthPlus Physical Therapy, LLC
|
||||
Johnson County Neurology, LLC
|
||||
Johnson County Surgery Center, L.P.
|
||||
Surgicenter of Johnson County
|
||||
Johnson County Surgicenter, L.L.C.
|
||||
Kansas Trauma and Critical Care Specialists, LLC
|
||||
Mid-America Surgery Center, LLC
|
||||
Mid-America Surgery Institute, LLC
|
||||
Midwest Cardiovascular and Thoracic Surgeons of Kansas, LLC
|
||||
Midwest Division, Inc.
|
||||
OB-GYN Diagnostics, Inc.
|
||||
Overland Park Cardiovascular, Inc.
|
||||
Quivira Internal Medicine, Inc.
|
||||
Surgery Center of Overland Park, L.P.
|
||||
Overland Park Surgery Center
|
||||
Surgicare of Overland Park, LLC
|
||||
Surgicare of Wichita, Inc.
|
||||
Surgicare of Wichita, Ltd.
|
||||
Surgicare of Wichita
|
||||
Surgicenter of Johnson County, Ltd.
|
||||
Trauma Institute at Overland Park Regional Medical Center, LLC
|
||||
Wesley Physician Services, LLC
|
||||
|
||||
KENTUCKY
|
||||
|
||||
Bowling Green Medical Clinic Greenview, LLC
|
||||
Capel Surgical Associates, LLC
|
||||
CHCK, Inc.
|
||||
Columbia Behavioral Health Network, Inc.
|
||||
Columbia Kentucky Division, Inc.
|
||||
Columbia Medical Group Frankfort, Inc.
|
||||
Columbia Medical Group Greenview, Inc.
|
||||
Frankfort Ambulatory Surgery Center, L.P.
|
||||
Frankfort Hospital, Inc.
|
||||
Frankfort Regional Medical Center
|
||||
Frankfort Orthopedics, LLC
|
||||
Frankfort Wound Care, LLC
|
||||
Franklin Surgical, LLC
|
||||
Galen of Kentucky, Inc.
|
||||
GALENCO, Inc.
|
||||
Greenview Hospital, Inc.
|
||||
Greenview Regional Hospital
|
||||
Greenview PrimeCare, LLC
|
||||
Hospitalists at Greenview Regional Hospital, LLC
|
||||
Kentucky Vascular and Thoracic Associates, LLC
|
||||
Physicians Medical Management, LLC
|
||||
South Central Kentucky Corp.
|
||||
Southern Kentucky Urology, LLC
|
||||
Spring View Health Alliance, Inc.
|
||||
Subco of Kentucky, Inc.
|
Surgery Center of Greenview, L.P.
|
||||
Surgicare of Frankfort, Inc.
|
||||
Surgicare of Greenview, Inc.
|
||||
Tri-County Community Hospital, Inc.
|
||||
Western Kentucky Gastroenterology, LLC
|
||||
|
||||
LOUISIANA
|
||||
|
||||
Acadiana Care Center, Inc.
|
||||
Acadiana Practice Management, Inc.
|
||||
Acadiana Regional Pharmacy, Inc.
|
||||
BRASS East Surgery Center Partnership in Commendam
|
||||
Center for Digestive Diseases, LLC
|
||||
Columbia Healthcare System of Louisiana, Inc.
|
||||
Columbia Lakeview Surgery Center, LP
|
||||
Columbia West Bank Hospital, Inc.
|
||||
Columbia/HCA Healthcare Corporation of Central Louisiana, Inc.
|
||||
Columbia/HCA of Baton Rouge, Inc.
|
||||
Columbia/HCA of New Orleans, Inc.
|
||||
Columbia/Lakeview, Inc.
|
||||
Dauterive Hospital Corporation
|
||||
Dauterive Hospital
|
||||
Dauterive Professionals Management, L.L.C.
|
||||
Doctors Hospital of Opelousas Limited Partnership
|
||||
Hamilton Medical Center, Inc.
|
||||
Southwest Medical Center Lafayette
|
||||
HCA Health Services of Louisiana, Inc.
|
||||
HCA Highland Hospital, Inc.
|
||||
Lafayette OB Hospitalists, LLC
|
||||
Lafayette Pediatric Neurology Center, LLC
|
||||
Lafayette Surgery Center Limited Partnership
|
||||
Lafayette Surgicare
|
||||
Lafayette Surgicare, Inc.
|
||||
Lafayette Urogynecology & Urology Center, LLC
|
||||
Lake Charles Surgery Center, Inc.
|
||||
Lakeview Radiation Oncology, L.L.C
|
||||
Louisiana Psychiatric Company, Inc.
|
||||
Medical Center of Baton Rouge, Inc.
|
||||
Medical Center of Southwest Louisiana Professionals Management, L.L.C.
|
||||
Metairie Primary Care Associates, LLC
|
||||
Notami (Opelousas), Inc.
|
||||
Notami Hospitals of Louisiana, Inc.
|
||||
Pediatric Heart Center (A Medical Limited Liability Company)
|
||||
Rapides Healthcare System, L.L.C.
|
||||
Avoyelles Hospital
|
||||
Oakdale Community Hospital
|
||||
Rapides Regional Medical Center
|
||||
Savoy Medical Center
|
||||
Winn Parish Medical Center
|
||||
Rapides Physicians Management, LLC
|
||||
Rapides Surgery Center, LLC
|
||||
Southwest Family Medicine, LLC
|
||||
Surgicare Merger Company of Louisiana
|
||||
Surgicare of Lakeview, Inc.
|
||||
Surgicare Outpatient Center of Baton Rouge, Inc.
|
||||
Surgicenter of East Jefferson, Inc.
|
||||
TUHC Anesthesiology Group, LLC
|
TUHC Hospitalist Group, LLC
|
||||
TUHC Primary Care and Pediatrics Group, LLC
|
||||
TUHC Radiology Group, LLC
|
||||
TUHC Specialty Group, LLC
|
||||
Tulane Clinic, LLC
|
||||
Tulane Primary Care, LLC
|
||||
Tulane Professionals Management, L.L.C.
|
||||
University Healthcare System, L.C.
|
||||
Tulane University Hospital and Clinic
|
||||
Uptown Primary Care Associates, LLC
|
||||
WGH, Inc.
|
||||
Womens & Childrens Pediatric Hematology/Oncology Center, LLC
|
||||
Womens & Childrens Pediatric Pulmonologist Center, LLC
|
||||
Womens and Childrens Hospital, Inc.
|
||||
Womens & Childrens Hospital
|
||||
Womens and Childrens Pediatric Orthopedic Center, LLC
|
||||
Womens and Childrens Professional Management, L.L.C.
|
||||
|
||||
MASSACHUSETTS
|
||||
|
||||
Columbia Hospital Corporation of Massachusetts, Inc.
|
||||
Orlando Outpatient Surgical Center, Ltd.
|
||||
|
||||
MISSISSIPPI
|
||||
|
||||
Brookwood Medical Center of Gulfport, Inc.
|
||||
Coastal Imaging Center of Gulfport, Inc.
|
||||
Coastal Imaging Center, L.P.
|
||||
Galen of Mississippi, Inc.
|
||||
Garden Park Investments, L.P.
|
||||
Garden Park Physician Services Corporation
|
||||
Garden Park Professional Services, LLC
|
||||
Garden Park Professionals Management, LLC
|
||||
GOSC, L.P.
|
||||
Gulfport Outpatient Surgical Center
|
||||
GOSC-GP, Inc.
|
||||
Gulf Coast Medical Ventures, Inc.
|
||||
HTI Health Services, Inc.
|
||||
Orange Grove Surgical Associates, LLC
|
||||
Southern Urology Associates, LLC
|
||||
VIP, Inc.
|
||||
|
||||
MISSOURI
|
||||
|
||||
Baptist Lutheran Endoscopy Center, L.P.
|
||||
Baptist Lutheran HBP, LLC
|
||||
Baptist Lutheran Surgery Center, L.P.
|
||||
Belton HBP, LLC
|
||||
Cedar Creek Medical Group, LLC
|
||||
Centerpoint Cardiology Services, LLC
|
||||
Centerpoint Orthopedics, LLC
|
||||
Centerpoint Physicians Group, LLC
|
||||
Clinishare, Inc.
|
||||
EHS Remainco, Inc.
|
||||
Eye Care Surgicare, Ltd.
|
||||
Eye Surgicare of Independence, LLC
|
||||
Family Care at Arbor Walk, LLC
|
||||
Family Health Specialists of Lees Summit, LLC
|
||||
Foot & Ankle Specialty Services, LLC
|
Galen Sale Corporation
|
||||
HCA Midwest Comprehensive Care, Inc.
|
||||
Health Midwest Medical Group, Inc.
|
||||
Health Midwest Office Facilities Corporation
|
||||
Health Midwest Ventures Group, Inc.
|
||||
HEI Missouri, Inc.
|
||||
HM Acquisition, LLC
|
||||
Independence Neurosurgery Services, LLC
|
||||
Independence Surgicare, Inc.
|
||||
Kansas City Neurology Associates, LLC
|
||||
Kansas City Perfusion Services, Inc.
|
||||
Kansas City Pulmonology Practice, LLC
|
||||
Lees Summit Medical Imaging, Inc.
|
||||
Medical Center Imaging, Inc.
|
||||
Metropolitan Multispecialty Physicians Group, Inc.
|
||||
Metropolitan OB-GYN Associates, LLC
|
||||
Mid-States Financial Services, Inc.
|
||||
Midwest Cardiovascular & Thoracic Surgery, LLC
|
||||
Midwest Division RBH, LLC
|
||||
Research Belton Hospital
|
||||
Midwest Infectious Disease Specialists, LLC
|
||||
Midwest Newborn Care, LLC
|
||||
Midwest Trauma Services, LLC
|
||||
Missouri Healthcare System, L.P.
|
||||
Notami Hospitals of Missouri, Inc.
|
||||
Nuclear Diagnosis, Inc.
|
||||
Ozarks Medical Services, Inc.
|
||||
Panorama Park Occupational Medicine, LLC
|
||||
Precise Imaging, Inc.
|
||||
Raymore Medical Group, LLC
|
||||
Research Family Physicians, LLC
|
||||
Research GYN/Oncology Associates, LLC
|
||||
Research Neurology Associates, LLC
|
||||
Research Neurosurgery Associates, LLC
|
||||
Research Psychiatric - 1500, LLC
|
||||
RMC Pulmonary, LLC
|
||||
RMC Transplant Physicians, LLC
|
||||
Surgery Center of Independence, L.P.
|
||||
Centerpoint Ambulatory Surgery Center
|
||||
Surgicare of Antioch Hills, Inc.
|
||||
Surgicare of Baptist Lutheran Endoscopy, LLC
|
||||
Surgicare of Baptist Lutheran, LLC
|
||||
Surgicenter of Kansas City, L.L.C.
|
||||
Surgicenter of Kansas City
|
||||
|
||||
NEVADA
|
||||
|
||||
CHC Holdings, Inc.
|
||||
CHC Venture Co.
|
||||
CIS Holdings, Inc.
|
||||
Columbia Hospital Corporation of West Houston
|
||||
Columbia Southwest Division, Inc.
|
||||
Desert Physical Therapy, Inc.
|
||||
Fremont Womens Health, LLC
|
||||
Green Valley Surgery Center, L.P.
|
||||
Health Service Partners, Inc.
|
||||
Las Vegas ASC, LLC
|
Las Vegas Physical Therapy, Inc.
|
||||
Las Vegas Surgical Center, a Nevada limited partnership
|
||||
Las Vegas Surgicare, Inc.
|
||||
Las Vegas Surgicare, Ltd.
|
||||
Las Vegas Surgery Center
|
||||
Nevada Psychiatric Company, Inc.
|
||||
Nevada Surgery Center of Southern Hills, L.P.
|
||||
Nevada Surgicare of Southern Hills, LLC
|
||||
Rhodes Limited-Liability Company
|
||||
Sahara Outpatient Surgery Center, Ltd.
|
||||
Sahara Surgery Center
|
||||
Southern Hills Medical Center, LLC
|
||||
Southern Hills Hospital & Medical Center
|
||||
Specialty Surgicare of Las Vegas, LP
|
||||
Specialty Surgery Center
|
||||
Sunrise Anesthesia Services, LLC
|
||||
Sunrise Clinical Research Institute, Inc.
|
||||
Sunrise Flamingo Surgery Center, Limited Partnership
|
||||
Flamingo Surgery Center
|
||||
Sunrise Mountainview Hospital, Inc.
|
||||
MountainView Hospital
|
||||
Sunrise Outpatient Services, Inc.
|
||||
Sunrise Physician Services, LLC
|
||||
Sunrise Trauma Services, LLC
|
||||
Surgicare of Henderson, Inc.
|
||||
Surgicare of Las Vegas, Inc.
|
||||
Value Health Holdings, Inc.
|
||||
VH Holdco, Inc.
|
||||
VH Holdings, Inc.
|
||||
Western Plains Capital, Inc.
|
||||
|
||||
NEW HAMPSHIRE
|
||||
|
||||
Appledore Medical Group II, Inc.
|
||||
Appledore Medical Group, Inc.
|
||||
Derry ASC, Inc.
|
||||
Derry Surgery Center, Limited Partnership
|
||||
Derry Surgery Center
|
||||
HCA Health Services of New Hampshire, Inc.
|
||||
Parkland Medical Center
|
||||
Portsmouth Regional Hospital
|
||||
Med-Point of New Hampshire, Inc.
|
||||
Parkland Hospitalists Program, LLC
|
||||
Parkland Oncology, LLC
|
||||
Parkland Physician Services, Inc.
|
||||
Salem Surgery Center
|
||||
PRH Hospitalists, LLC
|
||||
PRH Oncology, LLC
|
||||
Salem Surgery Center, Limited Partnership
|
||||
Surgicare of Salem, LLC
|
||||
|
||||
NEW MEXICO
|
||||
|
||||
New Mexico Psychiatric Company, Inc.
|
||||
|
||||
NORTH CAROLINA
|
||||
|
||||
Brunswick Anesthesia, LLC
|
||||
Brunswick Primary Care, LLC
|
Brunswick Surgical Associates I, LLC
|
||||
CareOne Home Health Services, Inc.
|
||||
Columbia Cape Fear Healthcare System, Limited Partnership
|
||||
Columbia North Carolina Division, Inc.
|
||||
Columbia-CFMH, Inc.
|
||||
Cumberland Medical Center, Inc.
|
||||
HCA Raleigh Community Hospital, Inc.
|
||||
Heritage Hospital, Inc.
|
||||
Hospital Corporation of North Carolina
|
||||
HTI Health Services of North Carolina, Inc.
|
||||
Mecklenburg Surgical Land Development, Ltd.
|
||||
North Carolina Physician Network, Inc.
|
||||
Raleigh Community Medical Office Building, Ltd.
|
||||
Wake Psychiatric Hospital, Inc.
|
||||
|
||||
OHIO
|
||||
|
||||
AHN Holdings, Inc.
|
||||
Columbia Beachwood Surgery Center, Ltd.
|
||||
Columbia Dayton Surgery Center, Ltd.
|
||||
Columbia Ohio Division, Inc.
|
||||
Columbia/HCA Healthcare Corporation of Northern Ohio
|
||||
Columbia-CSA/HS Greater Canton Area Healthcare System, L.P.
|
||||
Columbia-CSA/HS Greater Cleveland Area Healthcare System, L.P.
|
||||
E.N.T. Services, Inc.
|
||||
Lorain County Surgery Center, Ltd.
|
||||
Surgicare of Lorain County, Inc.
|
||||
Surgicare of North Cincinnati, Inc.
|
||||
Surgicare of Westlake, Inc.
|
||||
Westlake Surgicare, L.P.
|
||||
|
||||
OKLAHOMA
|
||||
|
||||
Columbia Doctors Hospital of Tulsa, Inc.
|
||||
Columbia Oklahoma Division, Inc.
|
||||
Columbia/Edge Mobile Medical, L.L.C.
|
||||
Edmond General Surgery, LLC
|
||||
Edmond Physician Hospital Organization, Inc.
|
||||
Edmond Physician Services, LLC
|
||||
Edmond Spine and Orthopedic Services, LLC
|
||||
Green Country Anesthesiology Group, Inc.
|
||||
HCA Health Services of Oklahoma, Inc.
|
||||
OU Medical Center
|
||||
Healthcare Oklahoma, Inc.
|
||||
Integrated Management Services of Oklahoma, Inc.
|
||||
Lake Region Health Alliance Corporation
|
||||
Medi Flight of Oklahoma, LLC
|
||||
Medical Imaging, Inc.
|
||||
Millenium Health Care of Oklahoma, Inc.
|
||||
Oklahoma Outpatient Surgery Limited Partnership
|
||||
Oklahoma Surgicare
|
||||
Oklahoma Surgicare, Inc.
|
||||
Plains Healthcare System, Inc.
|
||||
Presbyterian Office Building, Ltd.
|
||||
Rogers County PHO, Inc.
|
||||
Stephenson Laser Center, L.L.C.
|
||||
Surgicare of Northwest Oklahoma Limited Partnership
|
||||
Surgicare of Oklahoma City-Midtown, L.P.
|
Surgicare of Tulsa, Inc.
|
||||
SWMC, Inc.
|
||||
Wagoner Medical Group, Inc.
|
||||
|
||||
PENNSYLVANIA
|
||||
|
||||
Basic American Medical Equipment Company, Inc.
|
||||
Chestnut Hill Surgical Investors, Ltd.
|
||||
Surgicare of Philadelphia, Inc.
|
||||
|
||||
SOUTH CAROLINA
|
||||
|
||||
C/HCA Development, Inc.
|
||||
Carolina Forest Imaging Center, LLC
|
||||
Carolina Regional Surgery Center, Inc.
|
||||
Carolina Regional Surgery Center, Ltd.
|
||||
Grande Dunes Surgery Center
|
||||
Coastal Carolina Home Care, Inc.
|
||||
Coastal Carolina MultiSpecialty Associates, LLC
|
||||
Coastal Inpatient Physicians, LLC
|
||||
Colleton Ambulatory Care, LLC
|
||||
Colleton Ambulatory Surgery Center
|
||||
Colleton Diagnostic Center, LLC
|
||||
Colleton Medical Anesthesia, LLC
|
||||
Colleton Medical Hospitalists, LLC
|
||||
Colleton Neurology Associates, LLC
|
||||
Colleton Otolaryngology, Head and Neck Surgery, LLC
|
||||
Columbia/HCA Healthcare Corporation of South Carolina
|
||||
Columbia-CSA/HS Greater Columbia Area Healthcare System, LP
|
||||
Community Medical Centers, LLC
|
||||
Doctors Memorial Hospital of Spartanburg, L.P.
|
||||
Edisto Multispecialty Associates, Inc.
|
||||
Grand Strand Senior Health Center, LLC
|
||||
North Charleston Diagnostic Imaging Center, LLC
|
||||
Providence Eye Care, Inc.
|
||||
South Carolina Imaging Employer Corp.
|
||||
South Carolina Market, Inc.
|
||||
Trident Behavioral Health Services, LLC
|
||||
Trident Eye Surgery Center, L.P.
|
||||
Trident Eye Surgery Center
|
||||
Trident Medical Services, Inc.
|
||||
Trident MRI Associates, L.P.
|
||||
Trident Neonatology Services, LLC
|
||||
Walterboro Community Hospital, Inc.
|
||||
Colleton Medical Center
|
||||
|
||||
SWITZERLAND
|
||||
|
||||
HCA Switzerland Holding Sàrl
|
||||
CDRC Centre de Diagnostic Radiologique de Carouge SA
|
||||
Clinique de Carouge CMCC SA
|
||||
Glemm SA
|
||||
La Tour Healthcare Holding SARL
|
||||
La Tour S.A.
|
||||
Clinique De Carouge
|
||||
Hopital de la Tour
|
||||
Permanence de la Clinique de Carouge SA
|
||||
Permanence La Tour S.A.
|
||||
Physiotherapie S. Pidancet Sport Multitherapies La Tour SA
|
TENNESSEE
|
||||
|
||||
Americas Group, Inc.
|
||||
Appalachian OB/GYN Associates, Inc.
|
||||
Arthritis Specialists of Nashville, Inc.
|
||||
Athens Community Hospital, Inc.
|
||||
Atrium Surgery Center, Ltd.
|
||||
Atrium Memorial Surgery Center
|
||||
Centennial Cardiovascular Consultants, LLC
|
||||
Centennial Heart Center, LLC
|
||||
Centennial Heart, LLC
|
||||
Centennial Surgery Center, L.P.
|
||||
Centennial Surgery Center
|
||||
Centennial Surgical Associates, LLC
|
||||
Central Tennessee Hospital Corporation
|
||||
Horizon Medical Center
|
||||
Chattanooga Healthcare Network Partner, Inc.
|
||||
Chattanooga Healthcare Network, L.P.
|
||||
Columbia Health Management, Inc.
|
||||
Columbia Healthcare Network of Tri-Cities, Inc.
|
||||
Columbia Healthcare Network of West Tennessee, Inc.
|
||||
Columbia Integrated Health Systems, Inc.
|
||||
Columbia Medical Group Athens, Inc.
|
||||
Columbia Medical Group Centennial, Inc.
|
||||
Columbia Medical Group Daystar, Inc.
|
||||
Columbia Medical Group Eastridge, Inc.
|
||||
Columbia Medical Group Franklin Medical Clinic, Inc.
|
||||
Columbia Medical Group Hendersonville, Inc.
|
||||
Columbia Medical Group Nashville Memorial, Inc.
|
||||
Columbia Medical Group Parkridge, Inc.
|
||||
Columbia Medical Group River Park, Inc.
|
||||
Columbia Medical Group Southern Hills, Inc.
|
||||
Columbia Medical Group Southern Medical Group, Inc.
|
||||
Columbia Medical Group The Frist Clinic, Inc.
|
||||
Columbia Mid-Atlantic Division, Inc.
|
||||
Columbia Nashville Division, Inc.
|
||||
Columbia Northeast Division, Inc.
|
||||
Cool Springs Surgery Center, LLC
|
||||
Cumberland Division, Inc.
|
||||
Dickson Corporate Health Services, LLC
|
||||
Dickson Surgery Center, L.P.
|
||||
Eastern Tennessee Medical Services, Inc.
|
||||
Florida Primary Physicians, L.P.
|
||||
Goodlettsville Primary Care, LLC
|
||||
HCA Information Technology & Services, Inc.
|
||||
HCA Central Group, Inc.
|
||||
HCA Chattanooga Market, Inc.
|
||||
HCA Development Company, Inc.
|
||||
HCA Eastern Group, Inc.
|
||||
HCA Health Services of Tennessee, Inc.
|
||||
Centennial Medical Center
|
||||
Centennial Medical Center at Ashland City
|
||||
Southern Hills Medical Center
|
||||
StoneCrest Medical Center
|
||||
Summit Medical Center
|
||||
HCA Home and Clinical Services, Inc.
|
HCA Medical Services, Inc.
|
||||
HCA Physician Services, Inc.
|
||||
HCA Psychiatric Company
|
||||
HCA Realty, Inc.
|
||||
Healthtrust, Inc. The Hospital Company
|
||||
Hendersonville Hospital Corporation
|
||||
Hendersonville Medical Center
|
||||
Hendersonville Hospitalist Services, Inc.
|
||||
Hendersonville OB-GYN, LLC
|
||||
Hermitage Primary Care, LLC
|
||||
Holly Hill/Charter Behavioral Health System, L.L.C.
|
||||
Hometrust Management Services, Inc.
|
||||
Horizon Orthopedics, LLC
|
||||
Hospital Corporation of Tennessee
|
||||
Hospital Realty Corporation
|
||||
Hospitalists at Centennial Medical Center, LLC
|
||||
Hospitalists at Parkridge, LLC
|
||||
HTI Memorial Hospital Corporation
|
||||
Skyline Medical Center
|
||||
HTI Tri-Cities Rehabilitation, Inc.
|
||||
Indian Path Hospital, Inc.
|
||||
Indian Path Rehabilitation Center, Inc.
|
||||
Judys Foods, Inc.
|
||||
Lookout Valley Medical Center, LLC
|
||||
Madison Anesthesiology, LLC
|
||||
Madison Behavioral Health, LLC
|
||||
Madison Internal Medicine, LLC
|
||||
Madison Primary Care, LLC
|
||||
McMinnville Cardiology, LLC
|
||||
Med Group Southern Hills Hospitalists, LLC
|
||||
Medical Group Dickson, Inc.
|
||||
Medical Group Southern Hills of Brentwood, LLC
|
||||
Medical Group Southern Hills of Nolensville, LLC
|
||||
Medical Group Stonecrest FP, Inc.
|
||||
Medical Group Stonecrest Pulmonology, LLC
|
||||
Medical Group StoneCrest, Inc.
|
||||
Medical Group Summit, Inc.
|
||||
Medical Plaza Ambulatory Surgery Center Associates, L.P.
|
||||
Plaza Day Surgery
|
||||
Medical Plaza MRI, L.P.
|
||||
Medical Resource Group, Inc.
|
||||
Middle Tennessee Medical Services Corporation
|
||||
Mid-State Physicians, LLC
|
||||
Nashville Psychiatric Company, Inc.
|
||||
Network Management Services, Inc.
|
||||
North Florida Regional Freestanding Surgery Center, L.P.
|
||||
North Florida Surgical Pavilion
|
||||
North Nashville Family Health Center, LLC
|
||||
Old AMSC, Ltd. Tennessee Limited Partnership
|
||||
Old Fort Village, LLC
|
||||
OneSourceMed, Inc.
|
||||
Palmer Medical Center, LLC
|
||||
Parkridge East Specialty Associates, LLC
|
||||
Parkridge Hospitalists, Inc.
|
||||
Parkridge Medical Associates, LLC
|
Parkridge Medical Center, Inc.
|
||||
Parkridge Medical Center
|
||||
Parkridge Professionals, Inc.
|
||||
Parkside Surgery Center, Inc.
|
||||
Plano Ambulatory Surgery Associates, L.P.
|
||||
Surgery Center of Plano
|
||||
Portland Primary Care, LLC
|
||||
Portland Surgical, LLC
|
||||
Pulmonary Medicine of Dickson, LLC
|
||||
Quantum Innovations, Inc.
|
||||
Rio Grande Surgery Center Associates, L.P.
|
||||
Rio Grande Surgery Center
|
||||
Signal Mountain Primary Care, LLC
|
||||
Skyline Hospitalists, LLC
|
||||
Skyline Medical Group, LLC
|
||||
Skyline Neuroscience Associates, LLC
|
||||
Skyline Primary Care, LLC
|
||||
Skyline Rehab Associates, LLC
|
||||
Skyline Riverside Medical Group, LLC
|
||||
Southeast Surgical Solutions, LLC
|
||||
Southern Hills Orthopaedic Consultants, LLC
|
||||
Southern Hills Surgery Center, L.P.
|
||||
Spring Hill Hospital, Inc.
|
||||
Spring Hill Physicians, LLC
|
||||
SRS Acquisition, Inc.
|
||||
St. Marks Ambulatory Surgery Associates, L.P.
|
||||
St. Marks Outpatient Surgery Center
|
||||
Stonecrest Medical Group Family Practice of Murfreesboro, LLC
|
||||
Stonecrest Medical Group SC Murfreesboro Family Practice, LLC
|
||||
Sullins Surgical Center, Inc.
|
||||
Summit Research Solutions, LLC
|
||||
Summit Surgery Center, L.P.
|
||||
Summit Surgery Center
|
||||
Surgery Center of Chattanooga, L.P.
|
||||
Surgery Center of Chattanooga
|
||||
Surgicare of Chattanooga, LLC
|
||||
Surgicare of Dickson, LLC
|
||||
Surgicare of Madison, Inc.
|
||||
Surgicare of Southern Hills, Inc.
|
||||
Surgicare of Wilson County, LLC
|
||||
Surgicare Outpatient Center of Jackson, Inc.
|
||||
Sycamore Shoals Hospital, Inc.
|
||||
TCMC Madison-Portland, Inc.
|
||||
Tennessee Healthcare Management, Inc.
|
||||
Tennessee Valley Outpatient Diagnostic Center, LLC
|
||||
Tennessee Valley Surgery Center, L.P.
|
||||
The Charter Cypress Behavioral Health System, L.L.C.
|
||||
Trident Ambulatory Surgery Center, L.P.
|
||||
Trident Ambulatory Surgery Center
|
||||
TriStar Cath Management, LLC
|
||||
TriStar Health System, Inc.
|
||||
TriStar Outpatient Cardiac Catheterization Center, LLC
|
||||
Troop and Jacobs, Inc.
|
||||
Wilson County Outpatient Surgery Center, L.P.
|
TEXAS
|
||||
|
||||
All About Staffing of Texas, Inc.
|
||||
Ambulatory Endoscopy Clinic of Dallas, Ltd.
|
||||
Arlington Diagnostic South, Inc.
|
||||
Austin Medical Center, Inc.
|
||||
Bailey Square Outpatient Surgical Center, Inc.
|
||||
Barrow Medical Center CT Services, Ltd.
|
||||
Bay Area Healthcare Group, Ltd.
|
||||
Corpus Christi Medical Center
|
||||
Bay Area Surgical Center Investors, Ltd.
|
||||
Bay Area Surgicare Center, Inc.
|
||||
Bayshore Surgery Center, Ltd.
|
||||
Bayshore Surgery Center
|
||||
Beaumont Healthcare System, Inc.
|
||||
Bedford-Northeast Community Hospital, Inc.
|
||||
Bellaire Imaging, Inc.
|
||||
Brownsville-Valley Regional Medical Center, Inc.
|
||||
Calloway Creek Surgery Center, L.P.
|
||||
Calloway Creek Surgicare, LLC
|
||||
CHC Management, Ltd.
|
||||
CHC Payroll Company
|
||||
CHC Realty Company
|
||||
CHCA Pearland, L.P.
|
||||
CHC-El Paso Corp.
|
||||
CHC-Miami Corp.
|
||||
Clear Lake Regional Medical Center, Inc.
|
||||
Clear Lake Surgicare, Ltd.
|
||||
Bay Area Surgicare Center
|
||||
Coastal Bend Hospital CT Services, Ltd.
|
||||
COL-NAMC Holdings, Inc.
|
||||
Columbia Ambulatory Surgery Division, Inc.
|
||||
Columbia Bay Area Realty, Ltd.
|
||||
Columbia Call Center, Inc.
|
||||
Columbia Central Group, Inc.
|
||||
Columbia Central Verification Services, Inc.
|
||||
Columbia Champions Treatment Center, Inc.
|
||||
Columbia GP of Mesquite, Inc.
|
||||
Columbia Greater Houston Division Healthcare Network, Inc.
|
||||
Columbia Hospital at Medical City Dallas Subsidiary, L.P.
|
||||
Medical City Dallas Hospital
|
||||
Columbia Hospital Corporation at the Medical Center
|
||||
Columbia Hospital Corporation of Arlington
|
||||
Columbia Hospital Corporation of Bay Area
|
||||
Columbia Hospital Corporation of Corpus Christi
|
||||
Columbia Hospital Securities Corporation
|
||||
Columbia Hospital Arlington (WC), Ltd.
|
||||
Columbia Hospital El Paso, Ltd.
|
||||
Columbia Lone Star/Arkansas Division, Inc.
|
||||
Columbia Medical Arts Hospital Subsidiary, L.P.
|
||||
Columbia Medical Center at Lancaster Subsidiary, L.P.
|
||||
Columbia Medical Center Dallas Southwest Subsidiary, L.P.
|
||||
Columbia Medical Center of Arlington Subsidiary, L.P.
|
||||
Medical Center of Arlington
|
||||
Columbia Medical Center of Denton Subsidiary, L.P.
|
||||
Denton Regional Medical Center
|
Columbia Medical Center of Las Colinas, Inc.
|
||||
Las Colinas Medical Center
|
||||
Columbia Medical Center of Lewisville Subsidiary, L.P.
|
||||
Medical Center of Lewisville
|
||||
Columbia Medical Center of McKinney Subsidiary, L.P.
|
||||
Medical Center of McKinney
|
||||
Columbia Medical Center of Plano Subsidiary, L.P.
|
||||
Medical Center of Plano
|
||||
Columbia North Hills Hospital Subsidiary, L.P.
|
||||
North Hills Hospital
|
||||
Columbia North Texas Healthcare System, L.P.
|
||||
Columbia North Texas Subsidiary GP, LLC
|
||||
Columbia North Texas Surgery Center Subsidiary, L.P.
|
||||
Columbia Northwest Medical Center Partners, Ltd.
|
||||
Columbia Northwest Medical Center, Inc.
|
||||
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.
|
||||
Plaza Medical Center of Fort Worth
|
||||
Columbia Psychiatric Management Co.
|
||||
Columbia South Texas Division, Inc.
|
||||
Columbia Specialty Hospital of Dallas Subsidiary, L.P.
|
||||
Columbia Specialty Hospitals, Inc.
|
||||
Columbia Surgery Group, Inc.
|
||||
Columbia/HCA Healthcare Corporation of Central Texas
|
||||
Columbia/HCA Heartcare of Corpus Christi, Inc.
|
||||
Columbia/HCA International Group, Inc.
|
||||
Columbia/HCA of Houston, Inc.
|
||||
Columbia/HCA of North Texas, Inc.
|
||||
Columbia/HCA Physician Hospital Organization Medical Center Hospital
|
||||
Columbia/Pasadena Healthcare System, L.P.
|
||||
Columbia-Quantum, Inc.
|
||||
Conroe Hospital Corporation
|
||||
Corpus Christi Healthcare Group, Ltd.
|
||||
Corpus Christi Surgery Center, L.P.
|
||||
Corpus Christi Surgery, Ltd.
|
||||
Corpus Surgicare, Inc.
|
||||
Deep Purple Investments, LLC
|
||||
Denton Regional Ambulatory Surgery Center, L.P.
|
||||
Day Surgery Center at Denton Regional Medical Center
|
||||
Doctors Bay Area Physician Hospital Organization
|
||||
Doctors Hospital (Conroe), Inc.
|
||||
E.P. Physical Therapy Centers, Inc.
|
||||
El Paso Healthcare System, Ltd.
|
||||
Del Sol Medical Center
|
||||
Las Palmas Medical Center
|
||||
El Paso Nurses Unlimited, Inc.
|
||||
El Paso Physical Therapy Centers, Ltd.
|
||||
El Paso Surgery Centers, L.P.
|
||||
East El Paso Surgery Center
|
||||
Surgical Center of El Paso
|
||||
El Paso Surgicenter, Inc.
|
||||
Endoscopy Clinic of Dallas, Inc.
|
||||
Endoscopy of Plano, L.P.
|
||||
Endoscopy Surgicare of Plano, LLC
|
||||
EPIC Properties, Inc.
|
||||
EPSC, L.P.
|
||||
Flower Mound Surgery Center, Ltd.
|
Fort Worth Investments, Inc.
|
||||
Frisco Warren Parkway 91, Inc.
|
||||
Galen Hospital of Baytown, Inc.
|
||||
Gramercy Surgery Center, Ltd.
|
||||
Gramercy Outpatient Surgery Center
|
||||
Greater Houston Preferred Provider Option, Inc.
|
||||
Green Oaks Hospital Subsidiary, L.P.
|
||||
Green Oaks Hospital
|
||||
Gulf Coast Division, Inc.
|
||||
Gulf Coast Physician Administrators, Inc.
|
||||
HCA Central/West Texas Physicians Management, LLC
|
||||
HCA Health Services of Texas, Inc.
|
||||
HCA Pearland GP, Inc.
|
||||
HCA Plano Imaging, Inc.
|
||||
HCA Western Group, Inc.
|
||||
Heartcare of Texas, Ltd.
|
||||
HEI Sealy, Inc.
|
||||
Houston Northwest Surgical Partners, Inc.
|
||||
HPG Energy, L.P.
|
||||
HPG GP, LLC
|
||||
HTI Gulf Coast, Inc.
|
||||
Kingwood Surgery Center, Ltd.
|
||||
KPH-Consolidation, Inc.
|
||||
Kingwood Medical Center
|
||||
Las Colinas Surgery Center, Ltd.
|
||||
Las Colinas Surgery Center
|
||||
Leadership Healthcare Holdings II L.P., L.L.P.
|
||||
Leadership Healthcare Holdings L.P., L.L.P.
|
||||
Longview Regional Physician Hospital Organization, Inc.
|
||||
Med City Dallas Outpatient Surgery Center, L.P.
|
||||
Medical City Ambulatory Surgery Center
|
||||
Med Plus of El Paso, Inc.
|
||||
Med-Center Hosp./Houston, Inc.
|
||||
Medical Care Surgery Center, Inc.
|
||||
Medical City Dallas Hospital, Inc.
|
||||
MediPurchase, Inc.
|
||||
Methodist Healthcare System of San Antonio, Ltd., L.L.P.
|
||||
Methodist Ambulatory Surgery Hospital Northwest
|
||||
Methodist Childrens Hospital of South Texas
|
||||
Methodist Hospital
|
||||
Methodist Specialty and Transplant Hospital
|
||||
Metropolitan Methodist Hospital
|
||||
Northeast Methodist Hospital
|
||||
Metroplex Surgicenters, Inc.
|
||||
MGH Medical, Inc.
|
||||
MHS SC Partner, L.L.C.
|
||||
MHS Surgery Centers, L.P.
|
||||
Mid-Cities Surgi-Center, Inc.
|
||||
National Patient Account Services, Inc.
|
||||
Navarro Memorial Hospital, Inc.
|
||||
North Hills Cardiac Catheterization Center, L.P.
|
||||
North Hills Catheterization Lab, LLC
|
||||
North Hills Surgicare, L.P.
|
||||
Texas Pediatric Surgery Center
|
||||
North Texas Division, Inc.
|
||||
North Texas General, L.P.
|
North Texas Technologies, Ltd.
|
||||
Northeast PHO, Inc.
|
||||
Occupational and Family Medicine of South Texas
|
||||
Orthopedic Hospital, Ltd.
|
||||
Texas Orthopedic Hospital
|
||||
Outpatient Services River Oaks Imaging, L.P.
|
||||
Outpatient Womens and Childrens Surgery Center, Ltd.
|
||||
Fannin Surgicare
|
||||
Paragon of Texas Health Properties, Inc.
|
||||
Paragon Physicians Hospital Organization of South Texas, Inc.
|
||||
Paragon Surgery Centers of Texas, Inc.
|
||||
Park Central Surgical Center, Ltd.
|
||||
Park Central Surgical Center
|
||||
Parkway Cardiac Center, Ltd.
|
||||
Parkway Surgery Services, Ltd.
|
||||
Pasadena Bayshore Hospital, Inc.
|
||||
Pediatric Surgicare, Inc.
|
||||
Primary Health Network of South Texas
|
||||
Quantum/Bellaire Imaging, Ltd.
|
||||
Radiology Services of El Paso, Inc.
|
||||
Rim Building Partners, L.P.
|
||||
Rio Grande Healthcare MSO, Inc.
|
||||
Rio Grande NP, Inc.
|
||||
Rio Grande Regional Hospital, Inc.
|
||||
Rio Grande Regional Investments, Inc.
|
||||
Rosewood Medical Center, Inc.
|
||||
Rosewood Professional Building, Ltd.
|
||||
Royal Oaks Surgery Center, L.P.
|
||||
S.A. Medical Center, Inc.
|
||||
San Antonio Division, Inc.
|
||||
San Antonio Regional Hospital, Inc.
|
||||
South Texas Surgicare, Inc.
|
||||
Southwest Houston Surgicare, Inc.
|
||||
Spring Branch Medical Center, Inc.
|
||||
Spring Branch Medical Center
|
||||
St. Davids Healthcare Partnership, L.P., LLP
|
||||
North Austin Medical Center
|
||||
Round Rock Medical Center
|
||||
South Austin Hospital
|
||||
St. Davids Georgetown Hospital
|
||||
St. Davids Medical Center
|
||||
STPN Manager, LLC
|
||||
Sugar Land Surgery Center, Ltd.
|
||||
Sugar Land Surgery Center
|
||||
Sun Towers/Vista Hills Holding Co.
|
||||
Sunbelt Regional Medical Center, Inc.
|
||||
Surgical Center of Irving, Inc.
|
||||
Surgical Facility of West Houston, L.P.
|
||||
Surgicare of Arlington, LLC
|
||||
Surgicare of Central San Antonio, Inc.
|
||||
Surgicare of Flower Mound, Inc.
|
||||
Surgicare of Fort Worth Co-GP, LLC
|
||||
Surgicare of Fort Worth, Inc.
|
||||
Surgicare of Gramercy, Inc.
|
||||
Surgicare of Houston Womens, Inc.
|
||||
Surgicare of Kingwood, Inc.
|
Surgicare of McKinney, Inc.
|
||||
Surgicare of Medical City Dallas, LLC
|
||||
Surgicare of North Austin, LLC
|
||||
Surgicare of North San Antonio, Inc.
|
||||
Surgicare of Northeast San Antonio, Inc.
|
||||
Surgicare of Pasadena, Inc.
|
||||
Surgicare of Round Rock, Inc.
|
||||
Surgicare of Royal Oaks, LLC
|
||||
Surgicare of South Austin, Inc.
|
||||
Surgicare of Sugar Land, Inc.
|
||||
Surgicare of Travis Center, Inc.
|
||||
Tarrant County Surgery Center, L.P.
|
||||
Trinity Park Surgery Center
|
||||
Texas Medical Technologies, Inc.
|
||||
Texas Psychiatric Company, Inc.
|
||||
The Family Birth Center, Ltd.
|
||||
The West Texas Division of Columbia, Inc.
|
||||
THN Physicians Association, Inc.
|
||||
Travis Surgery Center, L.P.
|
||||
Village Oaks Medical Center, Inc.
|
||||
W & C Hospital, Inc.
|
||||
West Houston ASC, Inc.
|
||||
West Houston Healthcare Group, Ltd.
|
||||
West Houston Outpatient Medical Facility, Inc.
|
||||
West Houston Surgicare, Inc.
|
||||
West McKinney Imaging Services, LLC
|
||||
West Park Surgery Center, L.P.
|
||||
McKinney Surgery Center
|
||||
WHMC, Inc.
|
||||
Willow Creek Hospital, Ltd.
|
||||
Womans Hospital of Texas, Incorporated
|
||||
|
||||
UNITED KINGDOM
|
||||
|
||||
Columbia U.K. Finance Limited
|
||||
HCA Finance, LP
|
||||
HCA International Holdings Limited
|
||||
HCA International Limited
|
||||
Princess Grace Hospital
|
||||
The Harley Street Clinic
|
||||
The Portland Hospital for Women and Children
|
||||
The Wellington Hospital
|
||||
HCA Staffing Limited
|
||||
HCA UK Capital Limited
|
||||
HCA UK Holdings Limited
|
||||
HCA UK Investments Limited
|
||||
HCA UK Services, Ltd.
|
||||
HCA United Kingdom Limited
|
||||
La Tour Finance Limited Partnership
|
||||
London Radiography & Radiotherapy Services Limited
|
||||
St. Martins Healthcare Limited
|
||||
St. Martins Ltd.
|
||||
The Harley Street Cancer Clinic Limited
|
UTAH
|
||||
|
||||
Bountiful Surgery Center, LLC
|
||||
Bountiful Surgery Center
|
||||
Brigham City Community Hospital Physician Services, LLC
|
||||
Brigham City Community Hospital, Inc.
|
||||
Brigham City Community Hospital
|
||||
Brigham City Health Plan, Inc.
|
||||
Columbia Ogden Medical Center, Inc.
|
||||
Ogden Regional Medical Center
|
||||
Columbia Utah Division, Inc.
|
||||
East Layton Internal Medicine, LLC
|
||||
General Hospitals of Galen, Inc.
|
||||
Healthtrust Utah Management Services, Inc.
|
||||
Hospital Corporation of Utah
|
||||
Lakeview Hospital
|
||||
HTI Physician Services of Utah, Inc.
|
||||
Lakeview Hospital Physician Services, LLC
|
||||
Lakeview Neurosurgery Clinic, LLC
|
||||
Lakeview Professional Billing, LLC
|
||||
Layton Family Practice, LLC
|
||||
Lone Peak General Surgery, LLC
|
||||
Lone Peak Primary Care, LLC
|
||||
Maternal Fetal Services of Utah, LLC
|
||||
Mountain Division, Inc.
|
||||
Mountain View Hospital, Inc.
|
||||
Mountain View Hospital
|
||||
Mountain View Medical Office Building, Ltd.
|
||||
Mountainstar Cardiovascular Services, LLC
|
||||
Northern Utah Healthcare Corporation
|
||||
St. Marks Hospital
|
||||
Northern Utah Imaging, L.P.
|
||||
Ogden CV Surgery, LLC
|
||||
Ogden Regional Health Plan, Inc.
|
||||
Ogden Regional Medical Center Professional Billing, LLC
|
||||
Ogden Senior Center, LLC
|
||||
Salt Lake City Surgicare, Inc.
|
||||
St. Marks Investments, Inc.
|
||||
St. Marks Lone Peak Hospital, Inc.
|
||||
St. Marks Physicians, Inc.
|
||||
St. Marks Professional Services, LLC
|
||||
Surgicare of Bountiful, LLC
|
||||
Surgicare of Salt Lake City, LLC
|
||||
Surgicare of Utah, LLC
|
||||
Synergies Surgery Center, L.P.
|
||||
The Wasatch Endoscopy Center, Ltd.
|
||||
Timpanogos Regional Medical Services, Inc.
|
||||
Timpanogos Regional Hospital
|
||||
Utah Imaging GP, LLC
|
||||
Utah Surgery Center, L.P.
|
||||
South Towne Surgery Center
|
||||
West Jordan Hospital Corporation
|
||||
|
||||
VIRGINIA
|
||||
|
||||
Alleghany General and Bariatric Services, LLC.
|
||||
Alleghany Hospitalists, LLC
|
||||
Alleghany Primary Care, Inc.
|
Ambulatory Services Management Corporation of Chesterfield County, Inc.
|
||||
Appomattox Imaging, LLC
|
||||
Arlington Surgery Center, L.P.
|
||||
Arlington Surgicare, LLC
|
||||
Ashburn Imaging, LLC
|
||||
Atrium Surgery Center, L.P.
|
||||
Atrium Surgicare, LLC
|
||||
Behavioral Health of Virginia Corporation
|
||||
Buford Road Imaging, L.L.C.
|
||||
Capital Division, Inc.
|
||||
Cardiothoracic Surgeons of Roanoke Valley, LLC
|
||||
Carlin Springs Urgent Care, LLC
|
||||
Central Shared Services, LLC
|
||||
Chesterfield Imaging, LLC
|
||||
Chippenham & Johnston-Willis Hospitals, Inc.
|
||||
CJW Medical Center
|
||||
Chippenham & Johnston-Willis Sports Medicine, LLC
|
||||
Chippenham Pediatric Specialists, LLC
|
||||
Christiansburg Internal Medicine, LLC
|
||||
CJW Infectious Disease, LLC
|
||||
Colonial Heights Ambulatory Surgery Center, L.P.
|
||||
Colonial Heights Surgicare, LLC
|
||||
Columbia Arlington Healthcare System, L.L.C.
|
||||
Columbia Healthcare of Central Virginia, Inc.
|
||||
Columbia Medical Group Southwest Virginia, Inc.
|
||||
Columbia Pentagon City Hospital, L.L.C.
|
||||
Columbia Physicians Services, Inc.
|
||||
Columbia Primary Care Associates, Ltd.
|
||||
Columbia/Alleghany Regional Hospital, Incorporated
|
||||
Alleghany Regional Hospital
|
||||
Columbia/HCA John Randolph, Inc.
|
||||
John Randolph Medical Center
|
||||
Community Healthcare of Dublin, LLC
|
||||
CVMC Property, LLC
|
||||
Fairfax Surgical Center, L.P.
|
||||
Fairfax Surgical Center
|
||||
Family Practice at Forest Hill, LLC
|
||||
Family Practice at Retreat, LLC
|
||||
Fort Chiswell Family Practice, LLC
|
||||
Galen of Virginia, Inc.
|
||||
Galen Property, LLC
|
||||
Galen Virginia Hospital Corporation
|
||||
Generations Family Practice, Inc.
|
||||
GYN-Oncology of Southwest Virginia, LLC
|
||||
Hanover Outpatient Surgery Center, L.P.
|
||||
Hanover Outpatient Surgery Center
|
||||
HCA Health Services of Virginia, Inc.
|
||||
Henrico Doctors Hospital
|
||||
HCA Richmond Division, Inc.
|
||||
HDH Thoracic Surgeons, LLC
|
||||
Henrico Doctors Family Medicine, LLC
|
||||
Henrico Doctors Neurology Associates, LLC
|
||||
Henrico Radiation Oncology, LLC
|
||||
Hopewell Nursing Home, LLC
|
||||
HSS Virginia, L.P.
|
||||
Imaging Services of Richmond, LLC
|
Institute of Advanced ENT Surgery, LLC
|
||||
Internal Medicine of Blacksburg, LLC
|
||||
James River Internists, LLC
|
||||
John Randolph Family Practice, LLC
|
||||
John Randolph OB/GYN, LLC
|
||||
John Randolph Surgeons, LLC
|
||||
Lewis Gale Physicians Specialists, LLC
|
||||
Lewis-Gale Hospital, Incorporated
|
||||
Lewis-Gale Physicians, LLC
|
||||
LGMC Ambulatory Surgery Center, LLC
|
||||
Loudoun Surgery Center, L.P.
|
||||
Loudoun Surgery Center, LLC
|
||||
Management Services of the Virginias, Inc.
|
||||
Montgomery Cancer Center, LLC
|
||||
Montgomery Hospitalists, LLC
|
||||
Montgomery Regional Hospital, Inc.
|
||||
Montgomery Regional Hospital
|
||||
Montgomery Surgery Associates, LLC
|
||||
MOS Temps, Inc.
|
||||
NOCO, Inc.
|
||||
Northern Virginia Community Hospital, LLC
|
||||
Northern Virginia Hospital Corporation
|
||||
Orthopedics Specialists, LLC
|
||||
Pediatric Specialists for CJW, LLC
|
||||
Preferred Hospitals, Inc.
|
||||
Primary Care of West End, LLC
|
||||
Primary Health Group, Inc.
|
||||
Pulaski Community Hospital, Inc.
|
||||
Pulaski Community Hospital
|
||||
Pulaski Radiologists, LLC
|
||||
Pulaski Urology, LLC
|
||||
Quick Care Centers, LLC
|
||||
Reston Surgery Center, L.P.
|
||||
Reston Surgery Center
|
||||
Retreat Cardiology, LLC
|
||||
Retreat Hospital, Inc.
|
||||
Retreat Hospital
|
||||
Retreat Internal Medicine, LLC
|
||||
Retreat Surgical Associates, LLC
|
||||
Richmond Imaging Employer Corp.
|
||||
Richmond Pediatric Surgeons, LLC
|
||||
Roanoke Imaging, LLC
|
||||
Roanoke Neurosurgery, LLC
|
||||
Roanoke Surgery Center, L.P.
|
||||
Blue Ridge Surgery Center
|
||||
Roanoke Valley Gynecology, LLC
|
||||
Robious Wellness Associates, L.L.P.
|
||||
Salem Hospitalists, LLC
|
||||
Short Pump Imaging, LLC
|
||||
Southwest Virginia Fertility Center, LLC
|
||||
Southwest Virginia Orthopedics and Spine, LLC
|
||||
Spotsylvania Medical Center, Inc.
|
||||
Stafford Imaging, LLC
|
||||
Surgical Associates of Southwest Virginia, LLC
|
||||
Surgical Associates of the New River Valley, LLC
|
||||
Surgicare of Fairfax, Inc.
|
Surgicare of Hanover, Inc.
|
||||
Surgicare of Reston, Inc.
|
||||
Surgicare of Roanoke, LLC
|
||||
Surgicare of Tuckahoe, Inc.
|
||||
The Womens Center at Alleghany, LLC
|
||||
Tri Medical, LLC
|
||||
Urology Specialists of Richmond, LLC
|
||||
Virginia Gynecologic Oncology, LLC
|
||||
Virginia Hematology & Oncology Associates, Inc.
|
||||
Virginia Hospitalists, Inc.
|
||||
Virginia Psychiatric Company, Inc.
|
||||
Dominion Hospital
|
||||
|
||||
WASHINGTON
|
||||
|
||||
ACH, Inc.
|
||||
Capital Network Services, Inc.
|
||||
|
||||
WEST VIRGINIA
|
||||
|
||||
Columbia Parkersburg Healthcare System, LLC
|
||||
Columbia/HCA WVMS Member, Inc.
|
||||
Galen of West Virginia, Inc.
|
||||
HCA Health Services of West Virginia, Inc.
|
||||
Hospital Corporation of America
|
||||
Parkersburg SJ Holdings, Inc.
|
||||
St. Francis Sleep Lab Professional Services, LLC
|
||||
Teays Valley Health Services, LLC
|
||||
Tri Cities Health Services Corp.
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
(b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
(c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ Jack O. Bovender, Jr. |
|
|
Jack O. Bovender, Jr. | |
Chairman of the Board and | |
Chief Executive Officer |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
(b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
(c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ R. Milton Johnson |
|
|
R. Milton Johnson | |
Executive Vice President and | |
Chief Financial Officer |
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | /s/ Jack O. Bovender, Jr. |
|
|
Jack O. Bovender, Jr. | |
Chairman of the Board and | |
Chief Executive Officer |
By: | /s/ R. Milton Johnson |
|
|
R. Milton Johnson | |
Executive Vice President and | |
Chief Financial Officer |