HCA Holdings 2011 Annual Report Download - page 113

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HCA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ACCOUNTING POLICIES
Reporting Entity and Corporate Reorganization
On November 17, 2006, HCA Inc. was acquired by a private investor group, including affiliates of or funds
sponsored by Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co., BAML Capital Partners and HCA
founder, Dr. Thomas F. Frist Jr. (collectively, the “Investors”) and by members of management and certain other
investors. The transaction was accounted for as a recapitalization in our financial statements, with no adjustments
to the historical basis of our assets and liabilities.
On November 22, 2010, HCA Inc. reorganized by creating a new holding company structure (the
“Corporate Reorganization”). HCA Holdings, Inc. became the new parent company, and HCA Inc. became HCA
Holdings, Inc.’s wholly-owned direct subsidiary. As part of the Corporate Reorganization, HCA Inc.’s
outstanding shares of common stock were automatically converted, on a share for share basis, into identical
shares of HCA Holdings, Inc.’s common stock. As a result of the Corporate Reorganization, HCA Holdings, Inc.
was deemed the successor registrant to HCA Inc. under the Exchange Act.
During February 2011, our Board of Directors approved an increase in the number of our authorized
shares to 1,800,000,000 shares of common stock and a 4.505-to-one split of our issued and outstanding
common shares. All common share and per common share amounts in these consolidated financial statements
and notes to consolidated financial statements reflect the 4.505-to-one split. During March 2011, we
completed the initial public offering of 87,719,300 shares of our common stock at a price of $30.00 per share
(before deducting underwriter discounts, commissions and other related offering expenses). Certain of our
stockholders also sold 57,410,700 shares of our common stock in this offering. We did not receive any
proceeds from the shares sold by the selling stockholders. Our common stock is now traded on the New York
Stock Exchange (symbol “HCA”).
HCA Holdings, Inc. is a holding company whose affiliates own and operate hospitals and related health care
entities. The term “affiliates” includes direct and indirect subsidiaries of HCA Holdings, Inc. and partnerships
and joint ventures in which such subsidiaries are partners. At December 31, 2011, these affiliates owned and
operated 163 hospitals, 108 freestanding surgery centers and provided extensive outpatient and ancillary services.
HCA Holdings, Inc.’s facilities are located in 20 states and England. The terms “Company,” “HCA,” “we,” “our”
or “us,” as used herein and unless otherwise stated or indicated by context, refer to HCA Inc. and its affiliates
prior to the Corporate Reorganization and to HCA Holdings, Inc. and its affiliates after the Corporate
Reorganization. The term “facilities” or “hospitals” refer to entities owned and operated by affiliates of HCA and
the term “employees” refers to employees of affiliates of HCA.
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