UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2009
HCA INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other
Jurisdiction
of Incorporation)
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1-11239
(Commission File Number)
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75-2497104
(I.R.S. Employer
Identification No.) |
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One Park Plaza,
Nashville, Tennessee
(Address of Principal Executive
Offices)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
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 160”). On May 27, 2009, the Company filed with
the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) to
retrospectively apply the provisions of SFAS 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”).
On August 14, 2009, the Company concluded, and the Audit Committee of the Board of Directors
approved, that the Company’s application of certain
presentation provisions of SFAS 160 in the previously filed consolidated statements of cash flows for the years ended
December 31, 2008, 2007 and 2006 contained in the Original Form 8-K should no longer be relied upon
due to errors in the presentation of cash flows related to noncontrolling interests.
The
Company determined that it incorrectly included distributions to and
certain other transactions
with noncontrolling interests in operating activities rather than financing activities in its
consolidated statements of cash flows. Accordingly, the Company concluded that its consolidated
statements of cash flows for the years ended December 31, 2008, 2007 and 2006 contained in the
Original Form 8-K require restatement. As a result of the restatement,
distributions to and certain other transactions with noncontrolling
interests of $193 million, $168 million and $143 million for the
years ended December 31, 2008, 2007 and 2006, respectively, have been
reclassified from operating activities to financing activities in the
consolidated statements of cash flows. The impact of these
reclassifications was to increase net cash provided by operating
activities and increase net cash used in financing activities by the
amount reclassified for each respective year. The restatement will not have any impact on the Company’s
consolidated income statements, balance sheets or statements of changes in stockholders’ (deficit)
equity for the periods presented in the Original Form 8-K.
Management and the Company’s Audit Committee discussed these matters with the Company’s
independent registered public accounting firm.
Item 8.01. Other Events.
Effective January 1, 2009, the Company adopted the provisions of
SFAS 160. This standard requires retrospective
application of its presentation and disclosure requirements. The Company filed the Original Form 8-K to retrospectively apply the provisions of SFAS 160 to the financial
statements included in the 2008 Form 10-K. This Amendment No. 1 to the Original Form 8-K amends certain information in the Original Form 8-K
as a result of the Company’s determination that it incorrectly included in its consolidated statements of cash flows for the years ended December 31, 2008,
2007 and 2006 distributions to and certain other transactions with noncontrolling interests in cash flows from operating activities rather than financing
activities. As a result of retrospectively applying the provisions of SFAS
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 160 as described above, and the correction of the error
described above and in Item 4.02 of this Amendment No. 1 to the
Original Form 8-K (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 Amendment No. 1 to the Original 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 June 30, 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 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 June 30, 2009 and other filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
| Exhibit 23.1
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Consent
of Ernst & Young LLP. |
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| Exhibit 99.1
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Item 6 — Selected Financial Data to the Company’s
annual report on Form 10-K for the fiscal year ended
December 31, 2008. |
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| Exhibit 99.2
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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. |
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| Exhibit 99.3
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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. |
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