HCA Holdings 2012 Annual Report Download - page 7

PART I
Item 1. Business
General
HCA Holdings, Inc. is one of the leading health care services companies in the United States. At
December 31, 2012, we operated 162 hospitals, comprised of 156 general, acute care hospitals; five psychiatric
hospitals; and one rehabilitation hospital. In addition, we operated 112 freestanding surgery centers. Our 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 (as defined below) and to
HCA Holdings, Inc. and its affiliates after the Corporate Reorganization. The term “affiliates” means direct and
indirect subsidiaries of HCA Holdings, Inc. and partnerships and joint ventures in which such subsidiaries are
partners. The terms “facilities” or “hospitals” refer to entities owned and operated by affiliates of HCA and the
term “employees” refers to employees of affiliates of HCA.
Our primary objective is to provide a comprehensive array of quality health care services in the most cost-
effective manner possible. Our general, acute care hospitals typically provide a full range of services to
accommodate such medical specialties as internal medicine, general surgery, cardiology, oncology, neurosurgery,
orthopedics and obstetrics, as well as diagnostic and emergency services. Outpatient and ancillary health care
services are provided by our general, acute care hospitals, freestanding surgery centers, diagnostic centers and
rehabilitation facilities. Our psychiatric hospitals provide a full range of mental health care services through
inpatient, partial hospitalization and outpatient settings.
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.
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. During December 2012, certain
Investors sold 32,000,000 shares of our common stock. During February 2013, certain Investors sold 50,000,000
shares of our common stock. We did not receive any proceeds from the shares sold by the Investors. Our
common stock is traded on the New York Stock Exchange (symbol “HCA”).
The Company was incorporated in Nevada in January 1990 and reincorporated in Delaware in September
1993. Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our
telephone number is [phone].
Corporate Reorganization
On November 22, 2010, HCA Inc. reorganized by creating a new holding company structure (the
“Corporate Reorganization”). We are the new parent company, and HCA Inc. is now our wholly-owned direct
subsidiary. As part of the Corporate Reorganization, HCA Inc.’s outstanding shares of capital stock were
automatically converted, on a share for share basis, into identical shares of our common stock. As a result of the
Corporate Reorganization, we are deemed the successor registrant to HCA Inc. under the Exchange Act. As part
of the Corporate Reorganization, we became a guarantor but did not assume the debt of HCA Inc.’s outstanding
secured notes.
3