UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 27, 2009
HCA INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
Delaware
(State or Other
Jurisdiction
of Incorporation)
|
|
1-11239
(Commission File Number)
|
|
75-2497104
(I.R.S. Employer
Identification No.) |
| |
|
|
One Park Plaza,
Nashville, Tennessee
(Address of Principal Executive
Offices)
|
|
37203
(Zip Code) |
Registrant’s telephone number, including area code: (615) 344-9551
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01. Other Events.
Effective January 1, 2009, HCA Inc. (the “Company”) adopted the provisions of Statement of
Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial
Statements—an amendment of ARB No. 51” (“SFAS No. 160”). This standard requires retrospective
application of its presentation and disclosure requirements. The Company is filing this Current
Report on Form 8-K to retrospectively apply the provisions of SFAS No. 160 to the financial
statements included in the Company’s annual report on Form 10-K for the fiscal year ended December
31, 2008 (the “2008 Form 10-K”). As a result of retrospectively applying the provisions of SFAS No.
160, the previously presented minority interests in equity of consolidated entities in the
consolidated balance sheets have been reclassified to noncontrolling interests. Net income in the
consolidated income statements has been adjusted to include the
net income attributable to noncontrolling interests. Additionally, a reconciliation of the beginning and end of period equity
attributable to noncontrolling interests is presented in the consolidated statements of
stockholders’ (deficit) equity. The following Items of the 2008 Form 10-K are being adjusted
retrospectively to reflect the adoption of the presentation and disclosure provisions of SFAS No. 160 as described above (which
Items, as adjusted, are attached as Exhibit 99.1 through Exhibit 99.3 hereto and hereby
incorporated by reference herein):
Item 6 — Selected Financial Data
Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Item 8 — Financial Statements and Supplementary Data
No Items of the 2008 Form 10-K other than those identified above are being adjusted or
otherwise revised by this filing.
This Current Report on Form 8-K should be read in conjunction with the 2008 Form 10-K and the
Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2009 and other filings with
the Securities and Exchange Commission. Information in the 2008 Form 10-K is generally stated as of
December 31, 2008, and this filing does not reflect any subsequent information or events other than
the adoption of the presentation and disclosure provisions of SFAS No. 160 described above. Without limitation of the
foregoing, this filing does not purport to update the Management’s Discussion and Analysis of
Financial Condition and Results of Operations contained in the 2008 Form 10-K for any information,
uncertainties, transactions, risks, events or trends that subsequently occurred or became known to
the Company. More current information is contained in the Company’s quarterly report on Form 10-Q
for the quarter ended March 31, 2009 and other filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
| Exhibit Number |
|
Exhibit |
| Exhibit 23.1
|
|
Consent
of Ernst & Young LLP. |
| |
|
|
| Exhibit 99.1
|
|
Item 6 — Selected Financial Data to the Company’s
annual report on Form 10-K for the fiscal year ended
December 31, 2008. |
| |
|
|
| Exhibit 99.2
|
|
Item 7 — Management’s Discussion and Analysis of
Financial Condition and Results of Operations to the
Company’s annual report on Form 10-K for the fiscal year
ended December 31, 2008. |
| |
|
|
| Exhibit 99.3
|
|
Item 8 — Financial Statements and Supplementary
Data to the Company’s annual report on Form 10-K for the
fiscal year ended December 31, 2008. |
1