Cover and table of contents

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Cover and table of contents

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, 2021

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:

(615) 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in

Rule 12b-2

of the Act). Yes ☐ No ☒

Auditor PCAOB ID Number: 42Auditor Name: Ernst & Young LLPAuditor Location: Nashville, Tennessee, United States of America

As of January 31, 2022, there were 303,600,000 outstanding shares of the Registrant’s common stock. As of June 30, 2021, the aggregate market value of the common stock held by nonaffiliates was approximately $51.895 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 2022 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

INDEX

Page Reference
Part I
Item 1.Business3
Item 1A.Risk Factors36
Item 1B.Unresolved Staff Comments60
Item 2.Properties61
Item 3.Legal Proceedings61
Item 4.Mine Safety Disclosures61
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities62
Item 6.[Reserved]63
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations64
Item 7A.Quantitative and Qualitative Disclosures about Market Risk86
Item 8.Financial Statements and Supplementary Data86
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure86
Item 9A.Controls and Procedures86
Item 9B.Other Information88
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections88
Part III
Item 10.Directors, Executive Officers and Corporate Governance88
Item 11.Executive Compensation89
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters89
Item 13.Certain Relationships and Related Transactions, and Director Independence89
Item 14.Principal Accountant Fees and Services90
Part IV
Item 15.Exhibits and Financial Statement Schedules91
Item 16.Form 10-K Summary105
Signatures106

PART I

Next: Item 1. Business