8-K

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: December 18, 2002

(Date of Earliest Event Reported)

HCA Inc.

(Exact name of Registrant as specified in its Charter)

Delaware

(State of Incorporation)

001-11239	75-2497104
(Commission File Number)	(I.R.S. Employer Identification No.)
One Park Plaza, Nashville, Tennessee	37203
(Address of principal executive offices)	(Zip Code)
(615) 344-9551
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

Press Release

Item  5.     Other Events

      On December 18, 2002, HCA Inc. announced an understanding to resolve the remaining issues in the government investigation of the company.

Item  7.     Exhibit 

Exhibit 99 Copy of press release dated December 18, 2002 relating to announcement of understanding to resolve the remaining issues in the government investigation.

SIGNATURE

      Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	HCA Inc.
	/s/ JOHN M. FRANCK II
	John M. Franck II
	Vice President and
	Corporate Secretary
DATED: December 19, 2002

EX-99 3 g79856exv99.txt PRESS RELEASE EXHIBIT 99 HCA NEWS - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE INVESTOR CONTACT: MEDIA CONTACT: Mark Kimbrough Jeff Prescott (615) 344-2688 (615) 344-5708 HCA ANNOUNCES UNDERSTANDING TO RESOLVE REMAINING ISSUES IN GOVERNMENT INVESTIGATION NASHVILLE, TENN., DEC 18, 2002--HCA (NYSE: HCA) today announced the company has reached an understanding with attorneys of the Civil Division of the Department of Justice (DOJ) to recommend an agreement to settle, subject to certain conditions, the litigation brought by DOJ against the company. This resolution would include the remaining outstanding issues of cost reports and physician relations. The understanding, which is subject to approval by senior officials at DOJ, the execution of definitive settlement documents, the approval by DOJ of the understanding entered into between HCA and the Centers for Medicare and Medicaid Services (CMS) in March 2002, and court approval, would effectively end DOJ's investigation of the company. "We are pleased to have successfully negotiated a settlement to the remaining two civil issues, cost reports and physician relations," said Jack O. Bovender, Jr., Chairman and CEO of HCA. "Today, we are a stronger company with a corporate integrity agreement, a corporate compliance initiative that has set the standard for many in our industry and a culture that is focused on the delivery of quality patient care in the communities we serve." The understanding provides that, in exchange for releases by DOJ, the company will pay DOJ $631 million. In addition, interest would accrue on this $631 million beginning on February 3, 2003, at an interest rate of 4.5 percent. The company also has reached an agreement in principle with a negotiating team representing states that may have similar claims against the company. Under this agreement the company would pay $17.5 million to state Medicaid agencies to resolve any such claims. As a result of today's announced settlement understanding with DOJ, HCA expects to record an after-tax charge of approximately $395 million in the fourth quarter of 2002. The net after-tax cash effect on HCA is estimated to be approximately $445 million after considering the resolution of certain Medicare receivables and allowances and the related deferred taxes. -more- In addition, the company will be obligated by law to pay reasonable legal fees of the whistleblowers' attorneys. The company expects to record a charge for these fees in the fourth quarter of 2002. Under the previously announced CMS understanding, HCA would pay $250 million to resolve non-related outstanding Medicare cost report issues with CMS. The company previously recorded a charge for the CMS understanding in the fourth quarter of 2001. In accordance with the understanding, DOJ would release the company's remaining $250 million standby letter of credit to the government. This press release contains forward-looking statements based on management's current expectations. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those anticipated in the forward-looking statements, including: (i) the ability to enter into definitive written agreements with regard to, and to consummate, the understanding with attorneys of the Civil Division of the DOJ and CMS, (ii) DOJ and court approval of the understandings, (iii) any examination by the Internal Revenue Service of the tax treatment of the settlement amounts and any related adjustments, and (iv) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commissions. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All references to "company" and "HCA" as used throughout this document refer to HCA Inc. and its affiliates. 2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99

                                                                    EXHIBIT 99


HCA                                                      NEWS

- --------------------------------------------------------------------------------
                                                         FOR IMMEDIATE RELEASE

INVESTOR CONTACT:                                        MEDIA CONTACT:
Mark Kimbrough                                           Jeff Prescott
(615) 344-2688                                           (615) 344-5708



                     HCA ANNOUNCES UNDERSTANDING TO RESOLVE
                  REMAINING ISSUES IN GOVERNMENT INVESTIGATION

NASHVILLE, TENN., DEC 18, 2002--HCA (NYSE: HCA) today announced the company has
reached an understanding with attorneys of the Civil Division of the Department
of Justice (DOJ) to recommend an agreement to settle, subject to certain
conditions, the litigation brought by DOJ against the company. This resolution
would include the remaining outstanding issues of cost reports and physician
relations.

         The understanding, which is subject to approval by senior officials at
DOJ, the execution of definitive settlement documents, the approval by DOJ of
the understanding entered into between HCA and the Centers for Medicare and
Medicaid Services (CMS) in March 2002, and court approval, would effectively end
DOJ's investigation of the company.

         "We are pleased to have successfully negotiated a settlement to the
remaining two civil issues, cost reports and physician relations," said Jack O.
Bovender, Jr., Chairman and CEO of HCA. "Today, we are a stronger company with a
corporate integrity agreement, a corporate compliance initiative that has set
the standard for many in our industry and a culture that is focused on the
delivery of quality patient care in the communities we serve."

         The understanding provides that, in exchange for releases by DOJ, the
company will pay DOJ $631 million. In addition, interest would accrue on this
$631 million beginning on February 3, 2003, at an interest rate of 4.5 percent.

         The company also has reached an agreement in principle with a
negotiating team representing states that may have similar claims against the
company. Under this agreement the company would pay $17.5 million to state
Medicaid agencies to resolve any such claims.

         As a result of today's announced settlement understanding with DOJ, HCA
expects to record an after-tax charge of approximately $395 million in the
fourth quarter of 2002. The net after-tax cash effect on HCA is estimated to be
approximately $445 million after considering the resolution of certain Medicare
receivables and allowances and the related deferred taxes.



                                     -more-




         In addition, the company will be obligated by law to pay reasonable
legal fees of the whistleblowers' attorneys. The company expects to record a
charge for these fees in the fourth quarter of 2002.

         Under the previously announced CMS understanding, HCA would pay $250
million to resolve non-related outstanding Medicare cost report issues with CMS.
The company previously recorded a charge for the CMS understanding in the fourth
quarter of 2001.

         In accordance with the understanding, DOJ would release the company's
remaining $250 million standby letter of credit to the government.





This press release contains forward-looking statements based on management's
current expectations. Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those anticipated in the
forward-looking statements, including: (i) the ability to enter into definitive
written agreements with regard to, and to consummate, the understanding with
attorneys of the Civil Division of the DOJ and CMS, (ii) DOJ and court approval
of the understandings, (iii) any examination by the Internal Revenue Service of
the tax treatment of the settlement amounts and any related adjustments, and
(iv) other factors detailed from time to time in the Company's filings with the
Securities and Exchange Commissions.

Readers should not place undue reliance on forward-looking statements, which
reflect management's views only as of the date hereof. The Company undertakes no
obligation to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new information, future
events or otherwise.

All references to "company" and "HCA" as used throughout this document refer to
HCA Inc. and its affiliates.
















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