Cover and table of contents

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Cover and table of contents

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, 2019

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 , Tennessee37203
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (

)

344-9551

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

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock , $0.01 Par ValueHCANew 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 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, 2020, there were

338,427,300

outstanding shares of the Registrant’s common stock. As of June 30, 2019, the aggregate market value of the common stock held by nonaffiliates was approximately $36.403 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 2020 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

INDEX

Page Reference
Part I
Item 1.Business3
Item 1A.Risk Factors30
Item 1B.Unresolved Staff Comments47
Item 2.Properties4 7
Item 3.Legal Proceedings48
Item 4.Mine Safety Disclosures4 8
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities49
Item 6.Selected Financial Data5 1
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations5 3
Item 7A.Quantitative and Qualitative Disclosures about Market Risk7 3
Item 8.Financial Statements and Supplementary Data7 3
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure7 3
Item 9A.Controls and Procedures7 3
Item 9B.Other Information7 5
Part III
Item 10.Directors, Executive Officers and Corporate Governance7 5
Item 11.Executive Compensation7 5
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters7 6
Item 13.Certain Relationships and Related Transactions, and Director Independence7 6
Item 14.Principal Accountant Fees and Services7 6
Part IV
Item 15.Exhibits and Financial Statement Schedules7 7
Item 16.Form 10-K Summary9 0
Signatures9 1

PART I

Next: Item 1. Business