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Cover and table of contents

10-K 1 d676301d10k.htm FORM 10-K

Table of Contents
Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

Or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-11239

HCA Healthcare, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware27-3865930
(State or Other Jurisdiction of Incorporation or Organization)(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

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange on Which Registered
Common Stock, $0.01 Par ValueNew York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of January 31, 2019, there were 342,376,700 outstanding shares of the Registrant’s common stock. As of June 30, 2018, the aggregate market value of the common stock held by nonaffiliates was approximately $28.045 billion. For purposes of the foregoing calculation only, Hercules Holding II and the Registrant’s directors and executive officers have been deemed to be affiliates.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy materials for its 2019 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

Table of Contents
Index to Financial Statements

INDEX

Page Reference
Part I
Item 1.Business3
Item 1A.Risk Factors31
Item 1B.Unresolved Staff Comments47
Item 2.Properties47
Item 3.Legal Proceedings47
Item 4.Mine Safety Disclosures48
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities49
Item 6.Selected Financial Data51
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53
Item 7A.Quantitative and Qualitative Disclosures about Market Risk74
Item 8.Financial Statements and Supplementary Data74
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure74
Item 9A.Controls and Procedures74
Item 9B.Other Information76
Part III
Item 10.Directors, Executive Officers and Corporate Governance76
Item 11.Executive Compensation76
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters76
Item 13.Certain Relationships and Related Transactions, and Director Independence77
Item 14.Principal Accountant Fees and Services77
Part IV
Item 15.Exhibits and Financial Statement Schedules78
Item 16.Form 10-K Summary92
Signatures93
Table of Contents
Index to Financial Statements

PART I

Next: Item 1. Business