HCA Holdings 2011 Annual Report Download - page 58

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In addition to the above described shareholder class actions, on December 8, 2011, a federal shareholder
derivative action, Sutton v. Bracken, et al., putatively initiated in the name of the Company, was filed in the
United States District Court for the Middle District of Tennessee against certain officers and present and former
directors of the Company seeking monetary relief. The action alleges breaches of fiduciary duties by the named
officers and directors in connection with the accounting and earnings claims set forth in the shareholder class
actions. Setting forth substantially similar claims against substantially the same defendants, an additional federal
derivative action, Schroeder v. Bracken, et al., was filed in the United States District Court for the Middle
District of Tennessee on December 16, 2011, and a state derivative action, Bagot v. Bracken, et al., was filed in
Tennessee state court in the Davidson County Circuit Court on December 20, 2011. The federal derivative
actions have been consolidated in the Middle District of Tennessee and the parties have agreed that those cases
shall be stayed pending developments in the shareholder class actions. The state derivative action has been stayed
pending developments in the shareholder class actions.
General Liability and Other Claims
We are subject to claims for additional income taxes and related interest. For a description of those
proceedings, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — IRS Disputes” and Note 5 to our consolidated financial statements.
We are also subject to claims and suits arising in the ordinary course of business, including claims for
personal injuries or for wrongful restriction of, or interference with, physicians’ staff privileges. In certain of
these actions the claimants have asked for punitive damages against us, which may not be covered by insurance.
In the opinion of management, the ultimate resolution of these pending claims and legal proceedings will not
have a material, adverse effect on our results of operations or financial position.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Liquidity and Capital Resources — Financing Activities” for a description of the restrictions on our ability to pay
dividends. We did not declare any dividends in 2009 or 2011.
On January 27, 2010, our Board of Directors declared a distribution to the Company’s stockholders and
holders of vested stock options. The distribution was $3.88 per share and vested stock option, or $1.751 billion in
the aggregate. The distribution was paid on February 5, 2010 to holders of record on February 1, 2010. Pursuant
to the terms of our stock option plans, the holders of nonvested stock options received a $3.88 per share reduction
to the exercise price of their share-based awards.
On May 5, 2010, our Board of Directors declared a distribution to the Company’s stockholders and holders
of vested stock options. The distribution was $1.11 per share and vested stock option, or $500 million in the
aggregate. The distribution was paid on May 14, 2010 to holders of record on May 6, 2010. Pursuant to the terms
of our stock option plans, the holders of nonvested stock options received a $1.11 per share reduction to the
exercise price of their share-based awards.
On November 23, 2010, our Board of Directors declared a distribution to the Company’s stockholders and
holders of stock options. The distribution was $4.44 per share and vested stock option, or approximately
$2.1 billion in the aggregate. The distribution to stockholders and holders of vested options was paid on
December 1, 2010 to holders of record on November 24, 2010. Pursuant to the terms of our stock option plans,
the holders of nonvested options received $4.44 per share reductions (subject to certain tax imitations that
resulted in deferred distributions for a portion of the declared distribution, which will be paid upon the vesting of
the applicable stock options) to the exercise price of the share-based awards.
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