HCA Healthcare (HCA) 10-K risk factor changes: FY2018 vs FY2017

As of December 31, [removed: 2017,] [added: 2018,] our total indebtedness was [removed: $33.058] [added: $32.821] billion.

As of December 31, [removed: 2017,] [added: 2018,] we had availability of [removed: $1.977] [added: $1.983] billion under our senior secured revolving credit facility and [removed: $70] [added: $710] million under our asset-based revolving credit facility, after giving effect to letters of credit and borrowing base limitations.

| | • | | exposing us to the risk of increased interest rates [removed: as certain of] [added: to the extent that] our [added: existing] unhedged borrowings are at variable rates of [removed: interest;] [added: interest or we seek to refinance our debt in a rising rate environment;] |

If new indebtedness is added to our current debt levels, [added: interest rates and] the related risks that we now face could intensify.

Our subsidiaries may not be able to, or may not be [added: permitted to, make distributions to enable us to make payments in respect of our indebtedness.]

Our ability to refinance our indebtedness on favorable terms, or at all, is directly affected by the then current global economic and financial [removed: conditions.][added: conditions which affect the availability of debt financing and the rates at which such financing is available.]

[added: Upon the occurrence of an] event of default under these senior secured credit facilities, the lenders thereunder could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit, which would also result in an event of default under a significant [removed: portion of our outstanding indebtedness.]

In addition, CMS publicizes on its Hospital Compare website performance data related to quality measures and data on patient satisfaction surveys [added: that] hospitals submit in connection with their Medicare reimbursement.

Additional quality measures and [removed: future] trends toward clinical transparency may have an unanticipated impact on our competitive position and patient volumes.

Further, [added: CMS requires] every [added: Medicare-participating] hospital [removed: must] [added: to] establish and update annually a public listing [added: online] of the hospital’s standard charges for items and services.

If any of our hospitals achieve poor results (or results that are lower than our competitors) on these quality measures or on patient satisfaction surveys or if our standard charges are [added: or are perceived to be] higher than our competitors, our patient volumes could decline.

[removed: In addition, the] [added: The] number of freestanding specialty hospitals, surgery centers, emergency departments, urgent care centers and diagnostic and imaging centers in the geographic areas in which we operate has increased.

[removed: As a result,] [added: Consequently,] most of our hospitals operate in a highly competitive environment, which may put pressure on our [removed: pricing as high margin services transition] [added: pricing, ability] to [removed: outpatient facilities] [added: contract with third-party payers] and [removed: may also place pressure on] the Company’s strategy for volume growth.

There is also increasing consolidation in the third-party payer industry, including vertical integration efforts among third-party payers and health care [removed: providers.][added: providers, and increasing efforts by payers to influence or direct the patient’s choice of provider by the use of narrow networks or other strategies.]

Our hospitals compete with specialty hospitals and with both our own and unaffiliated freestanding [removed: surgery centers] [added: ASCs and other outpatient providers] for market share in certain high margin services and for quality physicians and personnel.

If ASCs [added: and other outpatient providers] are better able to compete in this environment than our hospitals, our hospitals may experience a decline in patient volume, and we may experience a decrease in margin, even if those patients use our [removed: ASCs.][added: providers.]

Further, if our competitors are better able to attract patients, make capital expenditures and maintain modern and technologically upgraded facilities and equipment, recruit physicians, expand services or obtain favorable third-party payer contracts at their facilities than our hospitals and [removed: ASCs,] [added: other providers,] we may experience an overall decline in patient volume.

The [removed: amount of the provision] [added: estimates] for [removed: doubtful accounts is] [added: implicit price concessions are] based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal and state governmental and private employer health care coverage, the rate of growth in uninsured patient admissions and other collection indicators.

Our facilities may experience growth in [removed: bad debts, uninsured discounts and charity] [added: total uncompensated] care as a result of a number of factors, including conditions impacting the overall economy and high unemployment.

[removed: In 2017,] [added: Effective January 2019,] Congress eliminated the financial penalty associated with the Health Reform Law’s individual [removed: mandate, effective January 1, 2019, which may result in fewer individuals electing to purchase health insurance.][added: mandate.]

Specifically, we derived [removed: 41.8%] [added: 40.9%] of our revenues from the Medicare and Medicaid programs in [removed: 2017.][added: 2018.]

Changes in government health care [removed: programs] [added: programs, including Medicaid waiver programs,] may reduce the reimbursement we receive and could adversely affect our business and results of operations.

The Health Reform Law has made significant changes to Medicare and Medicaid, and future health reform efforts or [added: further] efforts to repeal or significantly change the Health Reform Law may impact these programs.

Further, from time to time, CMS revises the reimbursement systems used to reimburse health care providers, [removed: including changes to the MS-DRG system and other payment systems,]

[added: including changes to the MS-DRG system and other payment systems,] which may result in reduced Medicare payments.

For example, under a site neutrality policy, certain items and services provided by off-campus provider-based departments that were formerly paid under the outpatient PPS are now paid under the Physician Fee Schedule, subject to certain [removed: exceptions.][added: exceptions that are being phased out over the next two years.]

Further, many states have also adopted, or are considering, legislation designed to reduce coverage, enroll Medicaid recipients in managed care [removed: programs] [added: programs, dis-enroll Medicaid recipients who fail to meet work requirements] and/or impose additional taxes on hospitals to help finance or expand the states’ Medicaid systems.

Periods of economic weakness may increase the budgetary pressures on many states, and these budgetary pressures may result in decreased spending, or decreased spending growth, for Medicaid programs and [removed: CHIP] [added: the Children’s Health Insurance Program] in many states.

_Our results of operations may be adversely affected by health care reform efforts, particularly [added: court challenges to, and] efforts to repeal, replace or otherwise significantly change the Health Reform Law.

The Health Reform Law [added: is the most prominent of these efforts and] represents a significant shift in the way health care services are delivered, covered, and reimbursed.

Although it [added: has] reduced our Medicare and Medicaid reimbursement, the Health Reform Law [added: has] also reduced the number of uninsured patients to whom we provide health care services, primarily through the Exchanges and Medicaid expansion.

[removed: In addition, the presidential administration and a number of] members of Congress continue to attempt to repeal, amend or replace the law, or make significant changes to its [removed: implementation.][added: implementation, and the law remains subject to court challenges.]

[removed: In 2017,] [added: However, effective January 2019,] Congress eliminated the financial penalty associated with the individual [removed: mandate, effective January 1, 2019.][added: mandate.]

[removed: Government efforts] [added: Health care reform initiatives, including changes] to [added: or] repeal or [removed: change] [added: invalidation of] the Health Reform [removed: Law] [added: Law,] may have an adverse effect on our business, results of operations, cash flow, capital resources, and liquidity.

Revenues derived from private third-party payers (domestic only) accounted for [removed: 56.9%, 56.5%] [added: 52.4%, 53.5%] and [removed: 55.2%] [added: 53.7%] of our revenues for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively.

Private third-party payers, including managed care plans, continue to demand discounted fee structures, and the [added: ongoing] trend toward consolidation among payers tends to increase their bargaining power over fee structures.

Cost-reduction strategies by large employer groups and their [removed: affiliates] [added: affiliates, such as directly contracting with a limited number of providers,] may also limit our ability to negotiate favorable terms in our contracts and otherwise intensify competitive pressure.

It is not clear what impact, if any, future health reform efforts or the repeal of, or [added: further] changes to, the Health Reform Law will have on our ability to negotiate reimbursement increases and participate in third-party payer networks on favorable terms.

The success of our hospitals depends in part on the number and quality of the physicians on the medical staffs of our hospitals, the admitting and utilization practices of those physicians, maintaining good relations with [removed: those physicians and controlling costs related to the employment of physicians.]

_Our hospitals face competition for staffing, which may increase labor [removed: costs and reduce profitability._][added: costs._]

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

portion of our outstanding indebtedness.

Many individuals are seeking a broader range of services at outpatient facilities as a result of the growing availability of stand-alone outpatient healthcare facilities, the increase in payer reimbursement policies that restrict inpatient coverage and the increase in the services that can be provided on an outpatient basis, including high margin services.

##### [Index to Financial Statements](#INDEX)

At December 31, 2018, estimated implicit price concessions of $6.280 billion had been recorded as reductions to our accounts receivable to enable us to record our revenues and accounts receivable at the estimated amounts we expect to collect.

Total uncompensated care increased from $20.455 billion for 2016 to $23.420 billion for 2017 and to $26.757 billion for 2018.

Further, final rules issued in 2018 expand the availability of association health plans and allow the sale of short-term, limited-duration health plans, neither of which are required to cover all of the essential health benefits mandated by the Health Reform Law.

These changes may impact the number of individuals that elect to obtain public or private health insurance or the scope of such coverage, if purchased.

These reductions are in addition to reductions mandated by the Health Reform Law and other laws.

##### [Index to Financial Statements](#INDEX)

CMS is also considering proposals to reduce drug costs.

CMS may implement changes to how items or services are reimbursed that result in payment reductions for other services.

In recent years, Congress and certain state legislatures have introduced and passed a large number of proposals and legislation designed to make major changes in the health care system, including changes intended to increase access to health insurance.

Additionally, final rules issued in 2018 expand the availability of association health plans and allow the sale of short-term, limited-duration health plans, neither of which are required to cover all of the essential health benefits mandated by the Health Reform Law.

These developments may impact the number of individuals that elect to obtain public or private health insurance or the scope of such coverage, if purchased.

In December 2018, as a result of the individual mandate penalty being eliminated, the United States District Court for the Northern District of Texas found that the entire Health Reform Law was unconstitutional, but the law remains in place pending appeal.

If the District Court’s ruling is upheld on appeal, it could have an adverse effect on the Company’s results of operations.

In addition, the presidential administration and a number of

##### [Index to Financial Statements](#INDEX)

There is uncertainty regarding whether, when, and how the Health Reform Law may be further changed, what alternative provisions, if any, will be enacted, the timing of enactment and implementation of alternative provisions, the impact of alternative provisions on health care industry participants, the ultimate outcome of court challenges and how the law will be interpreted and implemented.

Changes by Congress or government agencies could eliminate or alter provisions beneficial to us, while leaving in place provisions reducing our reimbursement or otherwise negatively impacting our business.

Members of Congress have also proposed measures that would expand government-sponsored coverage, including single-payer proposals.

Other industry participants, such as private payers and large employer groups and their affiliates, may also introduce financial or delivery system reforms.

We are unable to predict the nature and success of such initiatives.

##### [Index to Financial Statements](#INDEX)

those physicians and controlling costs related to the employment of physicians.

We continue to face increasing competition to recruit physicians.

##### [Index to Financial Statements](#INDEX)

| | • | | debt collection, limits on balance billing and billing for out of network services; |

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

CMS has indicated that it is developing more voluntary and mandatory bundled payment models.

##### [Index to Financial Statements](#INDEX)

It is unclear whether these and other alternative payment models will successfully coordinate care and reduce costs or whether they will decrease aggregate reimbursement.

If we are unable to meet or exceed the quality performance standards under any applicable value-based purchasing program, perform at a level below the outcomes demonstrated by our competitors, or otherwise fail to effectively provide or coordinate the efficient delivery of quality health care services, our reputation in the industry may be negatively impacted, we may receive reduced reimbursement amounts and we may owe repayments to payers, causing our revenues to decline.

We have made significant investments in technology to adopt and meaningfully use EHR and in the use of medical devices that store sensitive data and are integral to the provision of patient care.

In addition, medical devices manufactured by third parties that are used within our facilities are increasingly connected to the internet, hospital networks and other medical devices.

We have implemented multiple layers of

permitted to, make distributions to enable us to make payments in respect of our indebtedness.

Upon the occurrence of an

The provision for doubtful accounts relates primarily to amounts due directly from patients.

At December 31, 2017, our allowance for doubtful accounts represented 100% of the $5.488 billion patient due accounts receivable balance.

The sum of the provision for doubtful accounts, uninsured discounts and charity care increased from $18.287 billion for 2015 to $20.455 billion for 2016 and to $23.420 billion for 2017.

These reductions are in addition to reductions mandated by the Health Reform Law, which provides for material reductions in the growth of Medicare program spending, including reductions in Medicare market basket updates and Medicare DSH funding.

However, many insurers have exited the Exchanges in the markets served by the Company.

To the extent some markets lack a sufficient number of health insurers participating in the Exchanges, it could threaten the continued viability of the Exchanges in those markets.

It is difficult to predict the impact of this change, but it may result in fewer individuals electing to purchase health insurance.

Further, the President of the United States has also signed an executive order that directs agencies to minimize “economic and regulatory burdens” of the Health Reform Law, which may result in additional changes in how the law is implemented.

There is uncertainty regarding whether, when, and how the Health Reform Law may be further changed.

Changes by Congress or government agencies could eliminate or alter provisions beneficial to us, and it is difficult to predict the impact of changes on other health care industry participants.

significant operating issue to health care providers.

| | • | | debt collection; |

have the authority to levy a fine in an amount that is up to the greater of €20 million or 4% of global annual turnover in the prior year.

The Health Reform Law expanded the RAC program’s scope to include managed Medicare plans and Medicaid claims.

Judges, which negatively impacts our ability to appeal RAC payment denials.

In addition, CMS employs MICs to perform post-payment audits of Medicaid claims and identify overpayments, and state Medicaid agencies and other contractors have increased their review activities.

In addition,

In addition, we have made significant investments in technology to adopt and utilize EHR and to become meaningful users of health information technology.

Such a crisis could diminish the public trust

notional principal amounts and maturity dates.

The Board declared the first quarterly cash dividend of $0.35 per share of common stock to be paid to stockholders of record as of the close of business on March 1, 2018, with a payment date of March 30, 2018.

Due to the complexity and uncertainty regarding numerous provisions of the Tax Act, we have not completed our accounting for its effects.

However, we have made reasonable estimates and recorded provisional amounts in our financial statements as of December 31, 2017.

As we complete our analysis of the Tax Act, collect and prepare necessary data, and interpret any additional guidance issued by federal and state taxing authorities or other standard-setting bodies, we may make adjustments to the provisional amounts and record additional amounts for those federal, state, and foreign tax assets and liabilities for which we were unable to make reasonable estimates as of December 31, 2017.

These factors include, but are not limited to (1) the impact of our substantial indebtedness and the ability to refinance such indebtedness on acceptable terms, (2) the impact of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Law”), including the effects of [added: court challenges to,] any repeal of, or changes to, the Health Reform Law or changes to its implementation, the possible enactment of additional federal or state health care reforms and possible changes to other federal, state or local laws or regulations affecting the health care industry, (3) the effects related to the continued implementation of the sequestration spending reductions required under the Budget Control Act of 2011, and related legislation extending these reductions, and the potential for future deficit reduction legislation that may alter these spending reductions, which include cuts to Medicare payments, or create additional spending reductions, (4) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (5) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (6) possible changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs or Medicaid waiver programs, that may impact reimbursements to health care providers and insurers and the size of the uninsured or underinsured population, (7) the highly competitive nature of the health care business, (8) changes in service mix, revenue mix and surgical volumes, including potential declines in the population covered under third-party payer agreements, the ability to enter into and renew third-party payer provider agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and practices, (9) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (10) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (11) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (13) changes in accounting practices, (14) changes in general economic conditions nationally and regionally in our markets, (15) the emergence and effects related to infectious diseases, (16) future divestitures which may result in charges and possible impairments of long-lived assets, (17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions, (20) potential adverse impact of known and unknown government investigations, litigation and other claims that may be made against us, (21) the impact of potential [removed: cybersecurity incidents or security breaches, (22) our ongoing ability to demonstrate meaningful use of]

[added: cybersecurity incidents or security breaches, (22) our ongoing ability to demonstrate meaningful use of] certified electronic health record (“EHR”) technology, (23) the impact of natural disasters, such as hurricanes and floods, or similar events beyond our control, (24) [removed: changes in interpretations, assumptions and expectations regarding] the [added: effects of the] 2017 Tax Cuts and Jobs [removed: Act,] [added: Act (the “Tax Act”),] including [removed: additional] [added: potential legislation or interpretive] guidance that may be issued by federal and state taxing authorities or other standard-setting bodies, and (25) other risk factors described in this annual report on Form 10-K.

[removed: 2017] [added: 2018] Operations Summary

Net income attributable to HCA Healthcare, Inc. totaled [removed: $2.216] [added: $3.787] billion, or [removed: $5.95] [added: $10.66] per diluted share, for [removed: 2017,] [added: 2018,] compared to [removed: $2.890] [added: $2.216] billion, or [removed: $7.30] [added: $5.95] per diluted share, for [removed: 2016.][added: 2017.]

[removed: The 2017] [added: Financial] results [added: for 2017] include additional expenses and losses of revenues estimated at approximately $140 million, or $0.24 per diluted share, associated with the impact of hurricanes Harvey and Irma on our Texas, Florida, Georgia and South Carolina facilities and an increase in provision for income taxes of $301 million, or $0.81 per diluted share, related to the [removed: remeasurement] [added: revaluation] of our deferred tax assets and liabilities due to the enactment of the [removed: 2017] Tax [removed: Cuts and Jobs] Act.

The amount associated with the hurricanes is prior to any insurance [removed: recoveries which we may receive.][added: recoveries.]

The 2017 results [removed: also] include net gains on sales of facilities of $8 million, or $0.01 per diluted share, and losses on retirement of debt of $39 million, or $0.06 per diluted share.

The [removed: 2016] [added: 2017] results include net gains on sales of facilities of [removed: $23] [added: $8] million, or [removed: $0.05] [added: $0.01] per diluted share, [added: and] losses on retirement of debt of [removed: $4 million, or $0.01 per diluted share, and legal claim benefits of $246] [added: $39] million, or [removed: $0.39] [added: $0.06] per diluted share.

Our provisions for income taxes for [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] included tax benefits of [removed: $82] [added: $124] million, or [removed: $0.22] [added: $0.35] per diluted share, and [removed: $162] [added: $82] million, or [removed: $0.41] [added: $0.22] per diluted share, respectively, related to employee equity award settlements.

Shares used for diluted earnings per share were [removed: 372.221] [added: 355.303] million shares and [removed: 395.851] [added: 372.221] million shares for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.

During [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] we repurchased [removed: 25.092] [added: 14.070] million and [removed: 36.325] [added: 25.092] million shares, respectively, of our common stock.

Revenues increased [added: 7.0%] to [added: $46.677 billion for 2018 from] $43.614 billion for 2017 [added: and increased 5.1% for 2017] from $41.490 billion for 2016.

Revenues increased [removed: 5.1%] [added: 7.0%] and [removed: 3.8%,] [added: 6.5%,] respectively, on a consolidated basis and on a same facility basis for [removed: 2017,] [added: 2018,] compared to [removed: 2016.][added: 2017.]

The consolidated revenues increase can be [added: primarily] attributed to the combined impact of a [removed: 2.1%] [added: 2.8%] increase in revenue per equivalent admission and a [removed: 3.0%] [added: 4.1%] increase in equivalent admissions.

The same facility revenues increase resulted [added: primarily] from a [removed: 2.2%] [added: 3.9%] increase in same facility revenue per equivalent admission and a [removed: 1.5%] [added: 2.5%] increase in same facility equivalent admissions.

[removed: During 2017, consolidated] [added: Same facility] admissions increased [removed: 2.4%] [added: 2.5% during 2018 compared to 2017] and [removed: same facility admissions] increased [removed: 1.1%,] [added: 1.1% during 2017] compared to 2016.

Inpatient surgical volumes increased [removed: 1.7%] [added: 1.5%] on a consolidated basis and increased [removed: 0.3%] [added: 0.8%] on a same facility basis during [removed: 2017,] [added: 2018,] compared to [removed: 2016.][added: 2017.]

Outpatient surgical volumes increased [removed: 0.3%] [added: 3.2%] on a consolidated basis and [removed: declined 1.3%] [added: increased 1.8%] on a same facility basis during [removed: 2017,] [added: 2018,] compared to [removed: 2016.][added: 2017.]

[removed: Emergency] [added: Same facility emergency] room visits increased [removed: 2.9% on a consolidated basis] [added: 0.1% during 2018 compared to 2017] and increased 1.4% [removed: on a same facility basis] during [removed: 2017,] [added: 2017] compared to 2016.

[removed: 2017] [added: 2018] Operations Summary (continued)

[removed: and charity care,] [added: Total uncompensated care] as a percentage of the sum of [removed: revenues, the provision for doubtful accounts, uninsured discounts] [added: revenues] and [removed: charity care,] [added: total uncompensated care] was [added: 36.4% for 2018,] 34.9% for [removed: 2017, compared to] [added: 2017 and] 33.0% for 2016.

Same facility uninsured admissions increased [removed: 3.8%] [added: 8.5%] and same facility uninsured emergency room visits increased [removed: 4.5%] [added: 3.8%] for [removed: 2016,] [added: 2018,] compared to [removed: 2015.][added: 2017.]

Interest expense totaled [removed: $1.690] [added: $1.755] billion for [removed: 2017,] [added: 2018,] compared to [removed: $1.707] [added: $1.690] billion for [removed: 2016.][added: 2017.]

The [removed: $17] [added: $65] million [removed: decline] [added: increase] in interest expense for [removed: 2017] [added: 2018] was due to the [removed: decline] [added: increase] in the average [removed: interest rate.][added: debt balance.]

Cash flows from operating activities [removed: declined $227 million,] [added: increased $1.335 billion,] from [removed: $5.653] [added: $5.426] billion for [removed: 2016] [added: 2017] to [removed: $5.426] [added: $6.761] billion for [removed: 2017.][added: 2018.]

We are committed to providing the communities we serve with high quality, cost-effective health care while growing our [removed: business, increasing our profitability] [added: business] and creating long-term value for our stockholders.

We plan to continue recruiting and strategically collaborating with the physician community and [removed: adding attractive] [added: developing comprehensive] service lines such as cardiology, [removed: emergency services, oncology] [added: neurology, oncology, orthopedics] and women’s services.

Additional components of our growth strategy include [removed: expanding our footprint] [added: providing access and convenience] through developing various outpatient [removed: access points, including] [added: facilities, including, but not limited to] surgery centers, urgent care clinics, freestanding emergency care facilities and [removed: walk-in clinics.][added: imaging centers.]

We believe these initiatives will continue to improve patient care, help us achieve cost [removed: efficiencies, grow our revenues] [added: efficiencies] and favorably position us in an environment where our constituents are increasingly focused on quality, efficacy and efficiency.

[removed: We attract and retain physicians] by providing high quality, convenient facilities with advanced technology, by expanding our specialty services and by building our outpatient operations.

_Continue to Leverage Our Scale and Market Positions to [removed: Enhance Profitability._] [added: Grow the Company._] We believe there is significant opportunity to continue to grow [removed: the profitability of] our company by fully leveraging the scale and scope of our [removed: franchise.][added: organization.]

We [removed: are currently investing] [added: continue to invest] in initiatives such as [removed: additional] care navigators, clinical data exchange and centralized patient transfer operations, which will enable us to improve coordination of care and patient retention across our markets.

[removed: We have] invested significant resources to refine and improve our billing systems and the information system data used to make contractual allowance estimates.

The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the [added: hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition.]

[removed: We] [added: Because we] do not pursue collection of amounts [removed: related to patients who meet our guidelines] [added: determined] to qualify [removed: for] [added: as] charity [removed: care; therefore, these amounts] [added: care, they] are not reported in revenues.

We provide discounts [removed: from our gross charges] to uninsured [removed: amounts related to] patients who do not qualify for Medicaid or charity care.

Adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds, which resulted in net increases to revenues, related primarily to cost reports filed during the respective year were [removed: $41] [added: $29] million, [removed: $31] [added: $41] million and [removed: $48] [added: $31] million in [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively.

The adjustments to estimated reimbursement amounts, which resulted in net increases to revenues, related primarily to cost reports filed during previous years were [removed: $56] [added: $51] million, [removed: $90] [added: $56] million and [removed: $85] [added: $90] million in [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively.

The collection of outstanding receivables [removed: from] [added: for] Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance.

[removed: The provision for doubtful accounts and the allowance for doubtful accounts] [added: Implicit price concessions] relate primarily to amounts due directly from patients.

##### [Index to Financial Statements](#INDEX)

The 2018 results include a reduction in our provision for income taxes of $551 million, or $1.55 per diluted share, on net income attributable to HCA Healthcare, Inc., excluding gains on sales of facilities and losses on retirement of debt, related to the impact of the Tax Act, $484 million due to a reduction in the effective tax rate and $67 million for the remeasurement of certain of our deferred tax assets and liabilities for which we were unable to record reasonable estimates in 2017.

The 2017 results include an increase in the provision for income taxes of $301 million, or $0.81 per diluted share, related to the remeasurement of our deferred tax assets and liabilities due to the enactment of the Tax Act.

During 2018, we recorded a reduction to the provision for professional liability risks of $70 million, or $0.15 per diluted share.

During 2018, we recorded additional expenses and losses of revenues estimated at approximately $31 million, or $0.07 per diluted share, associated with the impact of hurricane Michael on our Florida facilities.

Both of these amounts are prior to any insurance recoveries.

During 2018, we recorded a benefit of $49 million, or $0.11 per diluted share, from an insurance recovery related to hurricane Harvey business interruption losses incurred during 2017, and we recorded a reduction to the provision for income taxes of $28 million, or $0.08 per diluted share, for tax credits related to certain 2017 hurricane-related expenses.

Revenues increased to $46.677 billion for 2018 from $43.614 billion for 2017.

##### [Index to Financial Statements](#INDEX)

Total uncompensated care increased $3.337 billion for 2018, compared to 2017.

The increase in cash flows from operating activities was primarily related to the increase in net income, excluding gains on sales of facilities, of $1.226 billion.

We attract and retain physicians

##### [Index to Financial Statements](#INDEX)

We have

##### [Index to Financial Statements](#INDEX)

Prior to November 2017, patients treated at hospitals for non-elective care, who have income at or below 200% of the federal poverty level, were eligible for charity care.

During November 2017, we expanded our charity policy to include patients who have income above 200%, but at or below 400%, of the federal poverty level and we limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level.

The federal poverty level is established by the federal government and is based on income and family size.

In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care.

If an uninsured patient does not qualify for these programs, the uninsured discount is applied.

##### [Index to Financial Statements](#INDEX)

_Revenues (continued)_

At December 31, 2018 and December 31, 2017, estimated implicit price concessions of $6.280 billion and $5.488 billion, respectively, had been recorded as reductions to our accounts receivable balances to enable us to record our revenues and accounts receivable at the estimated amounts we expect to collect.

##### [Index to Financial Statements](#INDEX)

$25 million per occurrence.

During 2018, we recorded a reduction to the provision for professional liability risks of $70 million due to the receipt of updated actuarial information.

The average time period between the occurrence and final resolution for our professional liability

##### [Index to Financial Statements](#INDEX)

Interest and penalties payable to taxing authorities are included as a component of our provision for income taxes.

We have elected to treat taxes incurred on global intangible low-taxed income as a period expense.

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

| | | 2018 | | | | 2017 | | | | 2016 | | |

| | | 2018 | | | | 2017 | | | | 2016 | | |

##### [Index to Financial Statements](#INDEX)

| | | 2018 | | | | | | | | 2017 | | | | | | | | 2016 | | | | | | |

| Gain on sales of facilities | | | (428 | ) | | | (0.9 | ) | | | (8 | ) | | | — | | | | (23 | ) | | | (0.1 | ) |

##### [Index to Financial Statements](#INDEX)

The 2018 results include a reduction in provision for income taxes of $551 million, or $1.55 per diluted share, on net income attributable to HCA Healthcare, Inc., excluding gains on sales of facilities and losses on retirement of debt, related to the impact of tax rate changes and the remeasurement of certain of our deferred tax assets and liabilities for which we were unable to record reasonable estimates in 2017 related to the Tax Act.

The 2017 results include an increase in provision for income taxes of $301 million, or $0.81 per diluted share, related to the remeasurement of our deferred tax assets and liabilities due to the enactment of the Tax Act.

##### [Table of Contents](#toc)

HCA HEALTHCARE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Our provision for income taxes for 2016 also included tax benefits of $51 million, or $0.13 per diluted share, primarily related to the resolution of federal income tax issues for our 2011 and 2012 tax years.

For 2017, the provision for doubtful accounts increased $782 million, compared to 2016.

The self-pay revenue deductions for charity care and uninsured discounts increased $710 million and $1.473 billion, respectively, for 2017, compared to 2016.

The sum of the provision for doubtful accounts, uninsured discounts

The decline in cash flows from operating activities was primarily related to the net impact of the decline of net income of $689 million, offset by positive changes related to depreciation and amortization of $165 million and income taxes of $310 million.

We have a strong record of successfully acquiring and integrating hospitals and entering into joint ventures and intend to continue leveraging this experience.

Critical Accounting Policies and Estimates (continued)

hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition.

After the discounts are applied, we are still unable to collect a significant portion of uninsured patients’ accounts, and we record significant provisions for doubtful accounts (based upon our historical collection experience) related to uninsured patients in the period the services are provided.

_Provision for Doubtful Accounts and the Allowance for Doubtful Accounts_

Our collection policies include a review of all accounts against certain standard collection criteria, upon completion of our primary internal collection efforts.

Accounts determined to possess positive collectibility attributes are forwarded to a secondary internal or external collection agency and the other accounts are written off.

The accounts that are not collected by the secondary collection agency are written off when secondary collection efforts are completed (usually within 12 months).

Writeoffs are based upon specific identification and the writeoff process requires a writeoff adjustment entry to the patient accounting system.

We do not pursue collection of amounts related to patients that meet our guidelines to qualify as charity care.

_Provision for Doubtful Accounts and the Allowance for Doubtful Accounts (continued)_

employer health care coverage and other collection indicators.

At December 31, 2017 and 2016, the allowance for doubtful accounts represented 100% of the $5.488 billion and 98% of the $5.116 billion, respectively, patient due accounts receivable balance.

The patient due accounts receivable balance represents the estimated uninsured portion of our accounts receivable.

The estimated uninsured portion of Medicaid pending and uninsured discount pending accounts is included in our patient due accounts receivable balance.

A summary of these amounts for the years ended December 31, follows (dollars in millions):

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Charity care | | $ | 4,861 | | | $ | 4,151 | | | $ | 3,682 | |

| Uninsured discounts | | | 14,520 | | | | 13,047 | | | | 10,692 | |

| Provision for doubtful accounts | | | 4,039 | | | | 3,257 | | | | 3,913 | |

| Totals | | $ | 23,420 | | | $ | 20,455 | | | $ | 18,287 | |

The sum of the provision for doubtful accounts, uninsured discounts and charity care, as a percentage of the sum of revenues, the provision for doubtful accounts, uninsured discounts and charity care was 34.9% for 2017, 33.0% for 2016 and 31.5% for 2015.

economic conditions, patient accounting service center operations, payer mix, or trends in federal, state, and private employer health care coverage could affect the collection of accounts receivable, cash flows and results of operations.

The approximate breakdown of accounts receivable by payer classification as of December 31, 2017 and 2016 is set forth in the following table:

| | | % of Accounts Receivable | | | | | | | | | | |

| | | Under 91 Days | | | | 91 — 180 Days | | | | Over 180 Days | | |

| Accounts receivable aging at December 31, 2017: | | | | | | | | | | | | |

| Medicare and Medicaid | | | 11 | % | | | 1 | % | | | 1 | % |

| Total | | | 61 | % | | | 12 | % | | | 27 | % |

| Accounts receivable aging at December 31, 2016: | | | | | | | | | | | | |

At December 31, [removed: 2017,] [added: 2018,] we operated 179 hospitals, comprised of 175 general, acute care hospitals; three psychiatric hospitals; and one rehabilitation hospital.

In addition, we operated [removed: 120] [added: 123] freestanding surgery centers.

[removed: We are an electronic filer, and the] [added: The] SEC maintains an Internet site at http://www.sec.gov that contains the reports, proxy and information statements and other information we [removed: file electronically.][added: file.]

Our Code of Conduct is available free of charge upon request to our Corporate Secretary, HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee [removed: 37203.][added: 37203 and is also available on the Ethics and Compliance and Corporate Governance portion of our website at www.hcahealthcare.com.]

We are committed to providing the communities we serve with high quality, cost-effective health care while growing our [removed: business, increasing our profitability] [added: business] and creating long-term value for our stockholders.

| | • | | continue to leverage our scale and market positions to [removed: enhance profitability;] [added: grow the Company;] and |

At December 31, [removed: 2017,] [added: 2018,] we owned and operated 175 general, acute care hospitals with [removed: 46,226] [added: 46,687] licensed beds.

At December 31, [removed: 2017,] [added: 2018,] we operated three psychiatric hospitals with 412 licensed beds.

Our psychiatric hospitals provide therapeutic [removed: programs] [added: programs,] including child, adolescent and adult psychiatric care, adolescent and adult alcohol and drug abuse treatment and counseling.

Our revenues from third-party payers and other (including uninsured patients) for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] are summarized in the following table (dollars in millions):

| | | [removed: 2017] [added: 2018] | | | | Ratio | | | | [removed: 2016] [added: 2017] | | | | Ratio | | | | [removed: 2015] [added: 2016] | | | | Ratio | | |

| International (managed care and [removed: other] insurers) | | | [removed: 1,097] [added: 1,156] | | | | 2.5 | | | | [removed: 1,195] [added: 1,097] | | | | [removed: 2.9] [added: 2.5] | | | | [removed: 1,295] [added: 1,195] | | | | [removed: 3.3] [added: 2.9] | |

| Revenues | | $ | [removed: 43,614] [added: 46,677] | | | | 100.0 | % | | $ | [removed: 41,490] [added: 43,614] | | | | 100.0 | % | | $ | [removed: 39,678] [added: 41,490] | | | | 100.0 | % |

[removed: The] [added: In 2013, the] Centers for Medicare & Medicaid Services (“CMS”) began imposing a 2% reduction on Medicare [removed: claims on April 1, 2013.][added: payments.]

[removed: Under the hospital] inpatient [removed: PPS, fixed payment amounts per inpatient] discharge are established based on the patient’s assigned Medicare severity diagnosis-related group (“MS-DRG”).

[removed: The] [added: Each federal fiscal year, the annual market basket update is reduced by a productivity adjustment based on the Bureau of Labor Statistics (“BLS”) 10-year moving average of changes in specified economy-wide productivity, as required by the] Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform [removed: Law”), provides for annual decreases to the market basket, including reductions of 0.75 percentage point for federal fiscal years 2018 and 2019.][added: Law”).]

[removed: For each federal fiscal] [added: Each payment] year, the Health Reform Law provides for the annual market basket update to be further reduced by a productivity adjustment based on the [removed: Bureau of Labor Statistics (“BLS”)] [added: BLS] 10-year moving average of changes in specified economy-wide productivity.

For federal fiscal year [removed: 2017,] [added: 2019,] CMS increased the MS-DRG rate by [removed: 0.95%.][added: approximately 1.85%.]

This increase [removed: reflected] [added: reflects] a [removed: 2.7%] market basket [removed: increase] [added: update of 2.9%,] adjusted by the following percentage points: [added: a] 0.75 reduction required by the Health Reform Law, a negative [removed: 0.3] [added: 0.8] productivity adjustment, and a [removed: prospective reduction of 1.5 for documentation and coding that was required under] [added: positive 0.5 adjustment in accordance with] the [removed: American Taxpayer Relief] [added: Medicare Access and CHIP Reauthorization] Act of [removed: 2012.][added: 2015 (“MACRA”).]

[removed: It also reflects a positive adjustment to the market basket update of approximately 0.8 percentage point to remove the effects of prior adjustments intended to offset the estimated increase in inpatient PPS expenditures resulting from the Medicare program’s “two midnight rule.”] Under the two midnight rule, services provided to Medicare beneficiaries are [removed: only] payable as inpatient hospital services [added: only] when there is a reasonable expectation that the hospital care is medically necessary and will be required across two midnights, absent unusual circumstances.

This increase [removed: reflects] [added: reflected] a [added: 2.7%] market basket [removed: update of 2.7%,] [added: increase] adjusted by the following percentage points: [added: a] 0.75 reduction required by the Health Reform Law, a negative 0.6 productivity adjustment, a further reduction of 0.6 to remove the effects of prior adjustments related to the [removed: two] [added: “two] midnight [removed: rule,] [added: rule,”] and a positive 0.46 adjustment in accordance with the 21st Century Cures Act.

Under the post-acute care transfer policy, for example, Medicare reimbursement rates [removed: are] [added: may be] reduced when an inpatient hospital discharges a patient in a specified MS-DRG to certain post-acute care [removed: settings.][added: settings, including, effective October 1, 2018, hospice care.]

For example, hospitals that do not successfully participate in the Hospital Inpatient Quality Reporting Program are subject to [removed: an additional] [added: a] 0.25% reduction of the market basket update.

Hospitals that do not demonstrate meaningful use of electronic health records (“EHRs”) are subject to [removed: an additional] [added: a] 0.75% reduction of the market basket update.

In this situation, the case is paid [added: as though the secondary diagnosis was not present.]

[removed: Pursuant] [added: In addition, pursuant] to the Health Reform Law, the 25% of hospitals with the worst risk-adjusted HAC [removed: rates] [added: scores] in the designated performance period receive a 1% reduction in their inpatient PPS Medicare payments.

For federal fiscal year [removed: 2018,] [added: 2019,] CMS has designated [removed: seven conditions,] [added: six conditions or procedures,] including heart attack, pneumonia and total hip arthroplasty.

Hospitals with what CMS defines as excess readmissions for these conditions [added: or procedures] receive reduced payments for all inpatient discharges, not just discharges relating to the conditions [added: or procedures] subject to the excess readmission standard.

[removed: For federal fiscal year 2017 and subsequent years,] [added: In addition, pursuant to the Health Reform Law,] CMS reduces the inpatient PPS payment amount for all discharges by [removed: 2.00%.][added: 2.0%.]

CMS estimates that $1.9 billion will be available to hospitals as incentive payments in federal fiscal year [removed: 2018] [added: 2019] under the value-based purchasing program.

In addition, [removed: as required by statute,] certain items and services furnished by off-campus provider-based departments, subject to certain exceptions, are not covered as outpatient department services under the outpatient PPS, but are reimbursed under the Medicare Physician Fee Schedule (“Physician Fee Schedule”), subject to adjustments as specified by CMS.

[removed: For each] [added: Each] calendar year, the [removed: Health Reform Law provides for the] annual market basket update [removed: to be] [added: is] further reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide [removed: productivity.][added: productivity as required by the Health Reform Law.]

For calendar year [removed: 2017,] [added: 2018,] CMS increased APC payment rates by an estimated [removed: 1.7%.][added: 1.4%.]

The change reflected a market basket increase of 2.7% with a negative [removed: 0.3] [added: 0.6] percentage point productivity adjustment and [removed: the] [added: a] negative 0.75 percentage point adjustment required by the Health Reform Law, along with other payment [removed: adjustments.][added: adjustments and policy changes.]

For calendar year [removed: 2018,] [added: 2019,] CMS increased APC payment rates by an [added: estimated 1.35%.]

This increase reflects a market basket increase of [removed: 2.7% adjusted by the following percentage points:] [added: 2.9% with] a [removed: positive 0.6] [added: negative 0.8 percentage point] productivity adjustment and [added: a] negative 0.75 [added: percentage point] adjustment required by the Health Reform [removed: Law, along with other policy changes.][added: Law.]

CMS requires hospitals to submit quality data relating to outpatient care to avoid receiving a 2.0 percentage point reduction [removed: to] [added: in] the [removed: market basket] [added: annual payment] update under the outpatient PPS.

[removed: For each] [added: Each] federal fiscal year, the [removed: Health Reform Law provides for the] annual market basket update [removed: to be] [added: is] further reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide [removed: productivity.][added: productivity as required by the Health Reform Law.]

For federal fiscal year [removed: 2017,] [added: 2019,] CMS increased [removed: inpatient rehabilitation] [added: IRF] payment rates by [removed: approximately 1.9%, which reflects] an [removed: increase of 2.7% to the IRF-specific] [added: estimated 1.3%, reflecting an IRF] market basket [added: update of 2.9%] with a negative [removed: 0.3] [added: 0.8] percentage point [removed: productivity] adjustment and [removed: the] [added: a] 0.75 percentage point reduction required by the Health Reform Law, among other payment adjustments.

For federal fiscal year 2018, CMS increased [removed: inpatient rehabilitation] [added: IRF] payment rates by an estimated 0.9%.

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

| Medicare | | $ | 9,831 | | | | 21.1 | % | | $ | 9,285 | | | | 21.3 | % | | $ | 8,719 | | | | 21.0 | % |

| Managed Medicare | | | 5,497 | | | | 11.8 | | | | 4,680 | | | | 10.7 | | | | 4,278 | | | | 10.3 | |

| Medicaid | | | 1,358 | | | | 2.9 | | | | 1,316 | | | | 3.0 | | | | 1,278 | | | | 3.1 | |

| Managed Medicaid | | | 2,403 | | | | 5.1 | | | | 2,165 | | | | 5.0 | | | | 2,317 | | | | 5.6 | |

| Managed care and other insurers | | | 24,467 | | | | 52.4 | | | | 23,342 | | | | 53.5 | | | | 22,287 | | | | 53.7 | |

| Other | | | 1,965 | | | | 4.2 | | | | 1,729 | | | | 4.0 | | | | 1,416 | | | | 3.4 | |

Under the hospital inpatient PPS, fixed payment amounts per

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

The amount by which payments are reduced is determined by assessing a hospital’s performance relative to hospitals with similar proportions of dual eligible patients, subject to a cap established by CMS.

In 2018, CMS finalized a rule that will reimburse clinic visit services provided at all off-campus provider-based departments at the Physician Fee Schedule rate, which is generally lower than the PPS rate.

Previously, this rate did not apply to “excepted” provider-based departments.

CMS will phase in the expansion of this site-neutral policy over two calendar years, beginning in 2019.

##### [Index to Financial Statements](#INDEX)

The 340B program allows participating hospitals to purchase certain outpatient drugs from manufacturers at discounted rates.

These hospitals are reimbursed for the discounted drugs under the same Medicare payment methodology and rates as is applied to non-340B-discounted drugs.

In a final rule effective January 1, 2018, CMS reduced the Medicare payments under the outpatient PPS for most drugs obtained at the 340B-discounted rates.

CMS also made corresponding increases to the Medicare reimbursement rates to all hospitals for other drugs and services paid under the outpatient PPS.

On December 27, 2018, the United States District Court for the District of Columbia held that the adoption of the 2018 rule had exceeded CMS’ statutory authority.

The court has asked the parties to submit briefs on the appropriate remedy to implement the holding.

The holding and the court’s remedy could potentially be appealed.

Depending upon the court’s remedy and the outcome of any appeal, this case could result in a decrease to the Company’s outpatient Medicare reimbursement.

Inpatient psychiatric facilities are required to report quality

##### [Index to Financial Statements](#INDEX)

Historically, CMS updated reimbursement rates for ASCs based on changes to the consumer price index.

However, for calendar years 2019 through 2023, CMS updates to ASC reimbursement rates will be based on the hospital market basket index.

To determine the payment rate for a particular service, the sum of the geographically adjusted RVUs is multiplied by a conversion factor.

For 2019, CMS updated the conversion factor based on the 0.25% increase required by the Bipartisan Budget Act of 2018 and a budget neutrality adjustment.

##### [Index to Financial Statements](#INDEX)

CMS is transitioning some of its other integrity programs to a consolidated model by engaging Unified Program Integrity Contractors (“UPICs”) to perform audits, investigations and other integrity activities.

##### [Index to Financial Statements](#INDEX)

According to CMS, over one-third of all Medicare enrollees participate in managed Medicare plans.

The UPICs collaborate with states and coordinate provider investigations across the Medicare and Medicaid programs.

In addition, state Medicaid agencies are required to establish Medicaid RAC programs.

##### [Index to Financial Statements](#INDEX)

are state-specific.

HHS has indicated that it plans to implement additional bundled payment programs, some of which will be mandatory.

##### [Index to Financial Statements](#INDEX)

The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

| | | | | | | | | | | | | | | | | | | | | | | | | |

| Medicare | | $ | 9,483 | | | | 21.7 | % | | $ | 8,895 | | | | 21.4 | % | | $ | 8,654 | | | | 21.8 | % |

| Managed Medicare | | | 4,788 | | | | 11.0 | | | | 4,355 | | | | 10.5 | | | | 4,133 | | | | 10.4 | |

| Medicaid | | | 1,631 | | | | 3.7 | | | | 1,597 | | | | 3.8 | | | | 1,705 | | | | 4.3 | |

| Managed Medicaid | | | 2,349 | | | | 5.4 | | | | 2,478 | | | | 6.0 | | | | 2,234 | | | | 5.6 | |

| Managed care and other insurers | | | 24,813 | | | | 56.9 | | | | 23,441 | | | | 56.5 | | | | 21,882 | | | | 55.2 | |

| Other | | | 3,492 | | | | 8.0 | | | | 2,786 | | | | 6.7 | | | | 3,688 | | | | 9.3 | |

| Revenues before provision for doubtful accounts | | | 47,653 | | | | 109.2 | | | | 44,747 | | | | 107.8 | | | | 43,591 | | | | 109.9 | |

| Provision for doubtful accounts | | | (4,039 | ) | | | (9.2 | ) | | | (3,257 | ) | | | (7.8 | ) | | | (3,913 | ) | | | (9.9 | ) |

Under the budget bill enacted in February 2018, hospice will be added as a setting covered by the policy effective October 1, 2018.

as though the secondary diagnosis was not present.

The amount by which payments are reduced is determined by comparing the hospital’s performance for each condition using three years of discharge data to a risk-adjusted national average, subject to a cap established by CMS.

The Health Reform Law additionally establishes a hospital value-based purchasing program to further link payments to quality and efficiency.

The Health Reform Law provides for annual reductions of 0.75 percentage point to the market basket update in calendar years 2018 and 2019.

estimated 1.4%.

The Health Reform Law provides for reductions to the market basket update, including annual reductions of 0.75 percentage point in federal fiscal years 2018 and 2019.

The Health Reform Law provides for reductions to the market basket update, including reductions of 0.75 percentage point in federal fiscal years 2018, 2019 and 2020.

For each federal fiscal year, the Health Reform Law provides for an annual reduction to the ASC payment system by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.

Congress set targets through 2018 for annual reductions in Physician Fee Schedule expenditures resulting from adjustments to relative values of misvalued codes.

Under MACRA, the Physician Fee Schedule reimbursement rate increases 0.5% for calendar year 2018.

Enrollment in managed Medicare plans is increasing, with more than one-third of all Medicare enrollees projected to be in such a plan in 2018.

In addition to MICs, several other contractors and state Medicaid agencies have increased their review activities.

The Health Reform Law increased federal funding for the Medicaid Integrity Program and expanded the RAC program’s scope to include Medicaid claims.

of services.

PPS.

regulatory authorities enforcing these laws will determine these financial arrangements comply with the Anti-kickback Statute or other applicable laws.

The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) broadened the scope of certain fraud and abuse laws by adding several criminal provisions for health care fraud offenses that apply to all health

benefit programs.

and improper failure to report and refund amounts owed to the government in a timely manner following identification of an overpayment.

HHS is in the process of adopting standards for additional electronic transactions and establishing operating rules to promote uniformity in the implementation of each standardized electronic transaction.

However, several health insurers have limited or ended their participation in these marketplaces, creating uncertainty regarding the long-term viability of the Exchanges.

| Ravi S. Chari, M.D. | | 52 | | Senior Vice President — Clinical Excellence |

Milton Johnson_ was appointed Chairman and Chief Executive Officer effective December 31, 2014.

_Dr._ _Ravi_ _S.

Chari_ was appointed Senior Vice President — Clinical Excellence in January 2015.

Prior to that time, Dr. Chari served as Vice President — Clinical Excellence from September 2011 to January 2015 and Chief Medical Officer of HCA’s TriStar Division from October 2010 to September 2011.

He served as Chief Medical Officer at Centennial Medical Center from September 2008 to October 2010 and also served as interim Chief Operating Officer of the Sarah Cannon Cancer Centers for the TriStar Division from October 2009 to March 2010.

Dr. Chari has also served as Clinical Professor of Surgery at Vanderbilt University School of Medicine since November 2008 and previously served as Professor of Surgery from 2005 to 2008 and Associate Professor from 2001 to 2005.

[removed: We are also subject] to claims and suits arising in the ordinary course of business, including claims for personal injuries or wrongful restriction of, or interference with, physicians’ staff privileges.

In certain of these actions the claimants may seek [added: punitive damages against us which may not be covered by insurance.]

We are also subject

##### [Index to Financial Statements](#INDEX)

Texas operates a state Medicaid program pursuant to a waiver from CMS under Section 1115 of the Social Security Act (“Program”).

The Program includes uncompensated-care pools; payments from these pools are intended to defray the uncompensated costs of services provided by our and other hospitals to Medicaid eligible or uninsured individuals.

Separately, we and other hospitals provide charity care services in several communities in the state.

The Civil Division of the U.S. Department of Justice and the U.S. Attorney’s Office for the Southern District of Texas have requested information about whether the Program as operated in Harris County complies with the laws and regulations applicable to provider related donations.

The Company is cooperating with this request.

We believe that our participation is and has been consistent with the requirements of the Program.

However, at this time, we cannot predict what effect, if any, the request or resulting claims under the federal FCA, other statutes, regulations or laws, could have on the Company.

punitive damages against us which may not be covered by insurance.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the Registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] 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 [removed: and post] such files).

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

| Non-accelerated filer | | ☐ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | ☐ |

As of January 31, [removed: 2018,] [added: 2019,] there were [removed: 349,903,700] [added: 342,376,700] outstanding shares of the Registrant’s common stock.

As of June 30, [removed: 2017,] [added: 2018,] the aggregate market value of the common stock held by nonaffiliates was approximately [removed: $25.351] [added: $28.045] billion.

Portions of the Registrant’s definitive proxy materials for its [removed: 2018] [added: 2019] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| Item 1. | | [removed: [Business](#tx490041_1)] [added: [Business](#tx676301_1)] | | | 3 | |

| Item 1A. | | [Risk [removed: Factors](#tx490041_2)] [added: Factors](#tx676301_2)] | | | 31 | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#tx490041_3)] [added: Comments](#tx676301_3)] | | | [removed: 45] [added: 47] | |

| Item 2. | | [removed: [Properties](#tx490041_4)] [added: [Properties](#tx676301_4)] | | | [removed: 46] [added: 47] | |

| Item 3. | | [Legal [removed: Proceedings](#tx490041_5)] [added: Proceedings](#tx676301_5)] | | | [removed: 46] [added: 47] | |

| Item 4. | | [Mine Safety [removed: Disclosures](#tx490041_6)] [added: Disclosures](#tx676301_6)] | | | [removed: 47] [added: 48] | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx490041_7)] [added: Securities](#tx676301_7)] | | | [removed: 48] [added: 49] | |

| Item 6. | | [Selected Financial [removed: Data](#tx490041_8)] [added: Data](#tx676301_8)] | | | [removed: 50] [added: 51] | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx490041_9)] [added: Operations](#tx676301_9)] | | | [removed: 52] [added: 53] | |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#tx490041_10)] [added: Risk](#tx676301_10)] | | | [removed: 75] [added: 74] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx490041_11)] [added: Data](#tx676301_11)] | | | [removed: 75] [added: 74] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx490041_12)] [added: Disclosure](#tx676301_12)] | | | [removed: 75] [added: 74] | |

| Item 9A. | | [Controls and [removed: Procedures](#tx490041_13)] [added: Procedures](#tx676301_13)] | | | [removed: 75] [added: 74] | |

| Item 9B. | | [Other [removed: Information](#tx490041_14)] [added: Information](#tx676301_14)] | | | [removed: 77] [added: 76] | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx490041_15)] [added: Governance](#tx676301_15)] | | | [removed: 77] [added: 76] | |

| Item 11. | | [Executive [removed: Compensation](#tx490041_16)] [added: Compensation](#tx676301_16)] | | | [removed: 77] [added: 76] | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx490041_17)] [added: Matters](#tx676301_17)] | | | [removed: 77] [added: 76] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx490041_18)] [added: Independence](#tx676301_18)] | | | [removed: 78] [added: 77] | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#tx490041_19)] [added: Services](#tx676301_19)] | | | [removed: 78] [added: 77] | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx490041_20)] [added: Schedules](#tx676301_20)] | | | [removed: 79] [added: 78] | |

| Item 16. | | [Form 10-K [removed: Summary](#tx490041_21)] [added: Summary](#tx676301_21)] | | | [removed: 91] [added: 92] | |

10-K 1 d676301d10k.htm FORM 10-K

##### [Index to Financial Statements](#INDEX)

| | | |

##### [Index to Financial Statements](#INDEX)

| | | [Signatures](#tx676301_22) | | | 93 | |

##### [Index to Financial Statements](#INDEX)

10-K 1 d490041d10k.htm FORM 10-K

| | | [Signatures](#tx490041_22) | | | 92 | |

##### [Table of Contents](#toc)

The following table lists, by state, the number of hospitals (general, acute care, psychiatric and rehabilitation) directly or indirectly owned and operated by us as of December 31, [removed: 2017:][added: 2018:]

| South Carolina | | | 3 | | | | [removed: 867] [added: 941] | |

In addition to the hospitals listed in the above table, we directly or indirectly operate [removed: 120] [added: 123] freestanding surgery centers.

We maintain our headquarters in approximately [removed: 2,300,000] [added: 2,129,000] square feet of space in the Nashville, Tennessee area.

| California | | | 5 | | | | 1,858 | |

| Colorado | | | 7 | | | | 2,415 | |

| Florida | | | 45 | | | | 12,057 | |

| Georgia | | | 9 | | | | 2,459 | |

| Louisiana | | | 4 | | | | 1,049 | |

| Missouri | | | 5 | | | | 1,030 | |

| Nevada | | | 3 | | | | 1,283 | |

| Tennessee | | | 13 | | | | 2,544 | |

| Texas | | | 47 | | | | 13,252 | |

| Virginia | | | 11 | | | | 3,284 | |

| England | | | 6 | | | | 837 | |

| | | | 179 | | | | 47,199 | |

| California | | | 5 | | | | 1,838 | |

| Colorado | | | 7 | | | | 2,411 | |

| Florida | | | 45 | | | | 11,980 | |

| Georgia | | | 8 | | | | 1,847 | |

| Louisiana | | | 4 | | | | 1,066 | |

| Missouri | | | 5 | | | | 1,014 | |

| Nevada | | | 3 | | | | 1,217 | |

| Oklahoma | | | 2 | | | | 756 | |

| Tennessee | | | 13 | | | | 2,450 | |

| Texas | | | 46 | | | | 12,980 | |

| Virginia | | | 11 | | | | 3,271 | |

| England | | | 6 | | | | 851 | |

| | | | 179 | | | | 46,738 | |

##### [Index to Financial Statements](#INDEX)

During [removed: November 2016 and] October 2017, our Board of Directors authorized [added: a] share repurchase [removed: programs, each] [added: program] for up to $2 billion of our outstanding common stock.

Repurchases made during the fourth quarter of [removed: 2017,] [added: 2018,] as detailed below, were made pursuant to the $2 billion [removed: November 2016 (which was completed during the quarter) and the $2 billion] October 2017 share repurchase [removed: authorizations] [added: authorization] and were made in the open market.

The following table provides certain information with respect to our repurchases of common stock from October 1, [removed: 2017] [added: 2018] through December 31, [removed: 2017] [added: 2018] (dollars in millions, except per share amounts).

There were no dividends or distributions declared during [removed: 2017 or 2016.][added: 2017.]

On January [removed: 30, 2018,] [added: 29, 2019,] our Board of Directors [removed: initiated and] declared a quarterly dividend of [removed: $0.35] [added: $0.40] per share on our common stock payable on March [removed: 30, 2018] [added: 29, 2019] to stockholders of record on March 1, [removed: 2018.][added: 2019.]

At the close of business on February [removed: 9, 2018,] [added: 8, 2019,] there were approximately [removed: 340] [added: 380] holders of record of our common stock.

[removed: ][added: ]

| | | [removed: 12/31/2012 | | | |] 12/31/2013 | | | | 12/31/2014 | | | | 12/31/2015 | | | | 12/31/2016 | | | | 12/31/2017 | | | [added: | 12/31/2018 | | |]

The graph shows the cumulative total return to our stockholders beginning as of December 31, [removed: 2012] [added: 2013] through December 31, [removed: 2017,] [added: 2018,] in comparison to the cumulative returns of the S&P 500 Index and the S&P Health Care Index.

The graph assumes $100 invested on December 31, [removed: 2012] [added: 2013] in our common stock and in each index with the subsequent reinvestment of dividends.

During January 2019, our Board of Directors authorized a share repurchase program for up to $2 billion of our outstanding common stock.

| October 1, 2018 through October 31, 2018 | | | 952,686 | | | $ | 134.40 | | | | 952,686 | | | $ | 479 | |

| November 1, 2018 through November 30, 2018 | | | 613,685 | | | $ | 138.43 | | | | 613,685 | | | $ | 394 | |

| December 1, 2018 through December 31, 2018 | | | 946,231 | | | $ | 128.59 | | | | 946,231 | | | $ | 272 | |

| Total for Fourth Quarter 2018 | | | 2,512,602 | | | $ | 133.20 | | | | 2,512,602 | | | $ | 272 | |

During 2018, our Board of Directors declared four quarterly dividends of $0.35 per share, or $1.40 per share in the aggregate, on our common stock.

##### [Index to Financial Statements](#INDEX)

| HCA Healthcare, Inc. | | $ | 100.00 | | | $ | 153.83 | | | $ | 141.75 | | | $ | 155.15 | | | $ | 184.11 | | | $ | 263.98 | |

| S&P 500 | | | 100.00 | | | | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | |

| S&P Health Care | | | 100.00 | | | | 125.34 | | | | 133.97 | | | | 130.37 | | | | 159.15 | | | | 169.44 | |

##### [Index to Financial Statements](#INDEX)

| October 1, 2017 through October 31, 2017 | | | 2,953,476 | | | $ | 77.40 | | | | 2,953,476 | | | $ | 2,150 | |

| November 1, 2017 through November 30, 2017 | | | 2,264,878 | | | $ | 76.74 | | | | 2,264,878 | | | $ | 1,976 | |

| December 1, 2017 through December 31, 2017 | | | 2,026,500 | | | $ | 85.83 | | | | 2,026,500 | | | $ | 1,802 | |

| Total for Fourth Quarter 2017 | | | 7,244,854 | | | $ | 79.55 | | | | 7,244,854 | | | $ | 1,802 | |

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share reported on the NYSE for our common stock.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Sales Price | | | | | | |

| | | High | | | | Low | | |

| 2017 | | | | | | | | |

| First Quarter | | $ | 91.03 | | | $ | 73.52 | |

| Second Quarter | | | 89.80 | | | | 81.10 | |

| Third Quarter | | | 87.99 | | | | 75.56 | |

| Fourth Quarter | | | 90.29 | | | | 71.18 | |

| 2016 | | | | | | | | |

| First Quarter | | $ | 79.00 | | | $ | 60.07 | |

| Second Quarter | | | 83.69 | | | | 73.82 | |

| Third Quarter | | | 81.79 | | | | 73.24 | |

| Fourth Quarter | | | 82.37 | | | | 67.00 | |

| HCA Healthcare, Inc. | | | 100.00 | | | | 158.14 | | | | 243.25 | | | | 224.16 | | | | 245.34 | | | | 291.15 | |

| S&P 500 | | | 100.00 | | | | 132.39 | | | | 150.51 | | | | 152.59 | | | | 170.84 | | | | 208.14 | |

| S&P Health Care | | | 100.00 | | | | 141.46 | | | | 177.30 | | | | 189.52 | | | | 184.42 | | | | 225.13 | |

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Revenues | | [added: $] | [removed: 43,614] [added: 46,677] | | | [added: $] | [removed: 41,490] [added: 43,614] | | | [added: $] | [removed: 39,678] [added: 41,490] | | | [added: $] | [removed: 36,918] [added: 39,678] | | | [added: $] | [removed: 34,182] [added: 36,918] | |

| Salaries and benefits | | | [removed: 20,059] [added: 21,425] | | | | [removed: 18,897] [added: 20,059] | | | | [removed: 18,115] [added: 18,897] | | | | [removed: 16,641] [added: 18,115] | | | | [removed: 15,646] [added: 16,641] | |

| Supplies | | | [removed: 7,316] [added: 7,724] | | | | [removed: 6,933] [added: 7,316] | | | | [removed: 6,638] [added: 6,933] | | | | [removed: 6,262] [added: 6,638] | | | | [removed: 5,970] [added: 6,262] | |

| Other operating expenses | | | [removed: 8,051] [added: 8,608] | | | | [removed: 7,496] [added: 8,051] | | | | [removed: 7,056] [added: 7,496] | | | | [removed: 6,630] [added: 7,056] | | | | [removed: 6,021] [added: 6,630] | |

| Equity in earnings of affiliates | | | [removed: (45] [added: (29] | ) | | | [removed: (54] [added: (45] | ) | | | [removed: (46] [added: (54] | ) | | | [removed: (43] [added: (46] | ) | | | [removed: (29] [added: (43] | ) |

| Depreciation and amortization | | | [removed: 2,131] [added: 2,278] | | | | [removed: 1,966] [added: 2,131] | | | | [removed: 1,904] [added: 1,966] | | | | [removed: 1,820] [added: 1,904] | | | | [removed: 1,753] [added: 1,820] | |

| Interest expense | | | [removed: 1,690] [added: 1,755] | | | | [removed: 1,707] [added: 1,690] | | | | [removed: 1,665] [added: 1,707] | | | | [removed: 1,743] [added: 1,665] | | | | [removed: 1,848] [added: 1,743] | |

| Losses (gains) on sales of facilities | | | [removed: (8] [added: (428] | ) | | | [removed: (23] [added: (8] | ) | | | [removed: 5] [added: (23] | [added: )] | | | [removed: (29] [added: 5] | [removed: )] | | | [removed: 10] [added: (29] | [added: )] |

| Losses on retirement of debt | | | [removed: 39] [added: 9] | | | | [removed: 4] [added: 39] | | | | [removed: 135] [added: 4] | | | | [removed: 335] [added: 135] | | | | [removed: 17] [added: 335] | |

| Legal claim [removed: costs] (benefits) [added: costs] | | | — | | | | [removed: (246] [added: —] | [removed: )] | | | [removed: 249] [added: (246] | [added: )] | | | [removed: 78] [added: 249] | | | | [removed: —] [added: 78] | |

| | | | [removed: 39,233] [added: 41,342] | | | | [removed: 36,680] [added: 39,233] | | | | [removed: 35,721] [added: 36,680] | | | | [removed: 33,437] [added: 35,721] | | | | [removed: 31,236] [added: 33,437] | |

| Income before income taxes | | | [removed: 4,381] [added: 5,335] | | | | [removed: 4,810] [added: 4,381] | | | | [removed: 3,957] [added: 4,810] | | | | [removed: 3,481] [added: 3,957] | | | | [removed: 2,946] [added: 3,481] | |

| Provision for income taxes | | | [removed: 1,638] [added: 946] | | | | [removed: 1,378] [added: 1,638] | | | | [removed: 1,261] [added: 1,378] | | | | [removed: 1,108] [added: 1,261] | | | | [removed: 950] [added: 1,108] | |

| Net income | | | [removed: 2,743] [added: 4,389] | | | | [removed: 3,432] [added: 2,743] | | | | [removed: 2,696] [added: 3,432] | | | | [removed: 2,373] [added: 2,696] | | | | [removed: 1,996] [added: 2,373] | |

| Net income attributable to noncontrolling interests | | | [removed: 527] [added: 602] | | | | [removed: 542] [added: 527] | | | | [removed: 567] [added: 542] | | | | [removed: 498] [added: 567] | | | | [removed: 440] [added: 498] | |

| Net income attributable to HCA Healthcare, Inc. | | $ | [removed: 2,216] [added: 3,787] | | | $ | [removed: 2,890] [added: 2,216] | | | $ | [removed: 2,129] [added: 2,890] | | | $ | [removed: 1,875] [added: 2,129] | | | $ | [removed: 1,556] [added: 1,875] | |

| Basic earnings per share | | $ | [removed: 6.12] [added: 10.90] | | | $ | [removed: 7.53] [added: 6.12] | | | $ | [removed: 5.14] [added: 7.53] | | | $ | [removed: 4.30] [added: 5.14] | | | $ | [removed: 3.50] [added: 4.30] | |

| Diluted earnings per share | | $ | [removed: 5.95] [added: 10.66] | | | $ | [removed: 7.30] [added: 5.95] | | | $ | [removed: 4.99] [added: 7.30] | | | $ | [removed: 4.16] [added: 4.99] | | | $ | [removed: 3.37] [added: 4.16] | |

| Assets | | $ | [removed: 36,593] [added: 39,207] | | | $ | [removed: 33,758] [added: 36,593] | | | $ | [removed: 32,744] [added: 33,758] | | | $ | [removed: 30,980] [added: 32,744] | | | $ | [removed: 28,594] [added: 30,980] | |

| Working capital | | | [removed: 3,819] [added: 2,644] | | | | [removed: 3,252] [added: 3,819] | | | | [removed: 3,716] [added: 3,252] | | | | [removed: 3,450] [added: 3,716] | | | | [removed: 2,342] [added: 3,450] | |

| Long-term debt, net, including amounts due within one year | | | [removed: 33,058] [added: 32,821] | | | | [removed: 31,376] [added: 33,058] | | | | [removed: 30,488] [added: 31,376] | | | | [removed: 29,426] [added: 30,488] | | | | [removed: 28,139] [added: 29,426] | |

| Noncontrolling interests | | | [removed: 1,811] [added: 2,032] | | | | [removed: 1,669] [added: 1,811] | | | | [removed: 1,553] [added: 1,669] | | | | [removed: 1,396] [added: 1,553] | | | | [removed: 1,342] [added: 1,396] | |

| Stockholders’ deficit | | | [removed: (4,995] [added: (2,918] | ) | | | [removed: (5,633] [added: (4,995] | ) | | | [removed: (6,046] [added: (5,633] | ) | | | [removed: (6,498] [added: (6,046] | ) | | | [removed: (6,928] [added: (6,498] | ) |

| Cash provided by operating activities | | $ | [removed: 5,426] [added: 6,761] | | | $ | [removed: 5,653] [added: 5,426] | | | $ | [removed: 4,734] [added: 5,653] | | | $ | [removed: 4,448] [added: 4,734] | | | $ | [removed: 3,680] [added: 4,448] | |

| Cash used in investing activities | | | [removed: (4,279] [added: (3,901] | ) | | | [removed: (3,240] [added: (4,279] | ) | | | [removed: (2,583] [added: (3,240] | ) | | | [removed: (2,918] [added: (2,583] | ) | | | [removed: (2,346] [added: (2,918] | ) |

| Purchase of property and equipment | | | [removed: (3,015] [added: (3,573] | ) | | | [removed: (2,760] [added: (3,015] | ) | | | [removed: (2,375] [added: (2,760] | ) | | | [removed: (2,176] [added: (2,375] | ) | | | [removed: (1,943] [added: (2,176] | ) |

| Cash used in financing activities | | | [removed: (1,061] [added: (3,075] | ) | | | [removed: (2,508] [added: (1,061] | ) | | | [removed: (1,976] [added: (2,508] | ) | | | [removed: (1,378] [added: (1,976] | ) | | | [removed: (1,625] [added: (1,378] | ) |

| Number of hospitals at end of period | | | 179 | | | | [removed: 170] [added: 179] | | | | [removed: 168] [added: 170] | | | | [removed: 166] [added: 168] | | | | [removed: 165] [added: 166] | |

| Number of freestanding outpatient surgical centers at end of period | | | [removed: 120] [added: 123] | | | | [removed: 118] [added: 120] | | | | [removed: 116] [added: 118] | | | | [removed: 113] [added: 116] | | | | [removed: 115] [added: 113] | |

| Number of licensed beds at end of period(a) | | | [removed: 46,738] [added: 47,199] | | | | [removed: 44,290] [added: 46,738] | | | | [removed: 43,771] [added: 44,290] | | | | [removed: 43,356] [added: 43,771] | | | | [removed: 42,896] [added: 43,356] | |

| Weighted average licensed beds(b) | | | [removed: 45,380] [added: 46,857] | | | | [removed: 44,077] [added: 45,380] | | | | [removed: 43,620] [added: 44,077] | | | | [removed: 43,132] [added: 43,620] | | | | [removed: 42,133] [added: 43,132] | |

| Admissions(c) | | | [removed: 1,936,613] [added: 2,003,753] | | | | [removed: 1,891,831] [added: 1,936,613] | | | | [removed: 1,868,789] [added: 1,891,831] | | | | [removed: 1,795,312] [added: 1,868,789] | | | | [removed: 1,744,126] [added: 1,795,312] | |

| Equivalent admissions(d) | | | [removed: 3,286,432] [added: 3,420,406] | | | | [removed: 3,191,519] [added: 3,286,432] | | | | [removed: 3,122,746] [added: 3,191,519] | | | | [removed: 2,958,674] [added: 3,122,746] | | | | [removed: 2,844,670] [added: 2,958,674] | |

| Average length of stay (days)(e) | | | 4.9 | | | | 4.9 | | | | 4.9 | | | | [removed: 4.8] [added: 4.9] | | | | 4.8 | |

| Average daily census(f) | | | [removed: 26,000] [added: 26,663] | | | | [removed: 25,340] [added: 26,000] | | | | [removed: 25,084] [added: 25,340] | | | | [removed: 23,835] [added: 25,084] | | | | [removed: 22,853] [added: 23,835] | |

| Occupancy(g) | | | 57 | % | | | [removed: 58] [added: 57] | % | | | 58 | % | | | [removed: 55] [added: 58] | % | | | [removed: 54] [added: 55] | % |

| Emergency room visits(h) | | | [removed: 8,624,137] [added: 8,764,431] | | | | [removed: 8,378,340] [added: 8,624,137] | | | | [removed: 8,050,159] [added: 8,378,340] | | | | [removed: 7,450,748] [added: 8,050,159] | | | | [removed: 6,968,115] [added: 7,450,748] | |

| Outpatient surgeries(i) | | | [removed: 935,307] [added: 971,537] | | | | [removed: 932,213] [added: 941,231] | [added: *] | | | [removed: 909,386] [added: 932,213] | | | | [removed: 891,633] [added: 909,386] | | | | [removed: 881,883] [added: 891,633] | |

| Inpatient surgeries(j) | | | [removed: 546,228] [added: 548,220] | | | | [removed: 537,306] [added: 540,304] | [added: *] | | | [removed: 529,900] [added: 537,306] | | | | [removed: 518,881] [added: 529,900] | | | | [removed: 508,793] [added: 518,881] | |

| Cash dividends declared per share | | $ | 1.40 | | | | — | | | | — | | | | — | | | | — | |

##### [Index to Financial Statements](#INDEX)

| | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| * | Reclassifications between inpatient surgery cases and outpatient surgery cases for 2017 have been made to conform to the 2018 presentation. |

| --- | --- |

##### [Index to Financial Statements](#INDEX)

| | | | | | | | | | | | | | | | | | | | | |

| Revenues before provision for doubtful accounts | | $ | 47,653 | | | $ | 44,747 | | | $ | 43,591 | | | $ | 40,087 | | | $ | 38,040 | |

| Provision for doubtful accounts | | | 4,039 | | | | 3,257 | | | | 3,913 | | | | 3,169 | | | | 3,858 | |

Based on our assessment under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

Ernst & [removed: Young,] [added: Young] LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Form 10-K, has issued a report on our internal control over financial reporting, which is included herein.

We have audited HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, HCA Healthcare, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of HCA Healthcare, Inc. as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of income, comprehensive income, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and our report dated February [removed: 23, 2018] [added: 21, 2019] expressed an unqualified opinion thereon.

During the fourth quarter of [removed: 2017,] [added: 2018,] there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

##### [Index to Financial Statements](#INDEX)

February 21, 2019

##### [Index to Financial Statements](#INDEX)

February 23, 2018

The information required by this Item regarding the identity and business experience of our directors and executive officers is set forth under the heading [added: “Nominees for Election” and] “Election of Directors” in the definitive proxy materials of HCA to be filed in connection with our [removed: 2018] [added: 2019] Annual Meeting of Stockholders with respect to our directors and is set forth in Item 1 of Part I of this annual report on Form 10-K with respect to our executive officers.

Information on the beneficial ownership reporting for our directors and executive officers required by this Item is contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive proxy materials to be filed in connection with our [removed: 2018] [added: 2019] Annual Meeting of Stockholders and is incorporated herein by reference.

Information on our Audit and Compliance Committee and Audit Committee Financial Experts required by this Item is contained under the caption “Corporate Governance” in the definitive proxy materials to be filed in connection with our [removed: 2018] [added: 2019] Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item is set forth under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the definitive proxy materials to be filed in connection with our [removed: 2018] [added: 2019] Annual Meeting of Stockholders, which information is incorporated herein by reference.

Information about security ownership of certain beneficial owners required by this Item is set forth under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the definitive proxy materials to be filed in connection with our [removed: 2018] [added: 2019] Annual Meeting of Stockholders, which information is incorporated herein by reference.

This table provides certain information as of December 31, [removed: 2017] [added: 2018] with respect to our equity compensation plans:

| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | | Weighted-average exercise price of outstanding options, warrants and rights | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in [removed: column(a) )] [added: column(a))] | | |

| Equity compensation plans approved by security holders | | | [removed: 22,996,400] [added: 18,572] | (1) | | $ | [removed: 43.47] [added: 61.49] | (1) | | | [removed: 31,437,200] [added: 28,989] | (2) |

| (1) | Includes [removed: 3,464,700] [added: 3,123 thousand] restricted share units which vest solely based upon continued employment over a specific period of time and [removed: 227,400 restricted share units and 3,562,000] [added: 3,422 thousand] performance share units which vest based upon continued employment over a specific period of time and the achievement of predetermined financial targets over time. The performance share units reported reflect the number of performance share units that would vest upon achievement of target performance; the number of performance share units that vest can vary from zero (for actual performance less than 80% of target) to two times the units granted (for actual performance of 120% or more of target). The weighted average exercise price does not take these restricted share units and performance share units into account. |

| (2) | Includes [removed: 22,755,600] [added: 21,162 thousand] shares available for future grants under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated, and [removed: 8,681,600] [added: 7,827 thousand] shares of common stock reserved for future issuance under the HCA Holdings, Inc. Employee Stock Purchase Plan. |

##### [Index to Financial Statements](#INDEX)

(Share and share unit amounts in thousands)

| Total | | | 18,572 | | | $ | 61.49 | | | | 28,989 | |

| Total | | | 22,996,400 | | | $ | 43.47 | | | | 31,437,200 | |

The information required by this Item is set forth under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance” in the definitive proxy materials to be filed in connection with our [removed: 2018] [added: 2019] Annual Meeting of Stockholders, which information is incorporated herein by reference.

The information required by this Item is set forth under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the definitive proxy materials to be filed in connection with our [removed: 2018] [added: 2019] Annual Meeting of Stockholders, which information is incorporated herein by reference.

##### [Index to Financial Statements](#INDEX)

| 4.4(a) | | — | | [$13,550,000,000 — [removed: €1,000,000,000] [added: € 1,000,000,000] Credit Agreement, dated as of November 17, 2006, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed November 24, 2006 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w8.htm) |

| [removed: 4.4(j)] [added: 4.4(l)] | | — | | [Joinder Agreement No. 1, dated as of June 10, 2015, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 15, 2015 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312515223503/d941918dex41.htm) |

| [removed: 4.4(k)] [added: 4.4(m)] | | — | | [Joinder Agreement No. 2, dated as of March 18, 2016, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 18, 2016 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312516510438/d150149dex41.htm) |

| [removed: 4.4(l)] [added: 4.4(n)] | | — | | [Joinder Agreement No. 3, dated as of August 15, 2016, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N. A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 15, 2016 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312516682009/d230671dex41.htm) |

| [removed: 4.4(m)] [added: 4.4(o)] | | — | | [Joinder Agreement No. 4, dated as of February 15, 2017, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 15, 2017 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517045415/d339474dex41.htm) |

| [removed: 4.4(n)] [added: 4.4(p)] | | [added: —] | | [Joinder Agreement No. 5, dated as of March 20, 2017, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 20, 2017 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517089394/d535268dex41.htm) |

| [removed: 4.4(o)] [added: 4.4(q)] | | [added: —] | | [Restatement Agreement dated as of June 28, 2017, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 30, 2017 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex41.htm) |

| [removed: 4.5] [added: 4.5(a)] | | — | | [Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Grantors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w10.htm) |

| [removed: 4.6] [added: 4.6(a)] | | — | | [Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Pledgors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w11.htm) |

| 4.7(d) | | [added: —] | | [Restatement Agreement dated as of June 28, 2017, by and among HCA Inc., as borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 30, 2017 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex42.htm) |

| [removed: 4.8] [added: 4.8(a)] | | — | | [Security Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed October 3, 2011 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311088294/y92851exv4w5.htm) |

| [removed: 4.9(c)] [added: 4.9(d)] | | — | | [Additional General Intercreditor Agreement, dated as of August 1, 2011, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w9.htm) |

| [removed: 4.9(d)] [added: 4.9(e)] | | — | | [Additional Receivables Intercreditor Agreement, dated as of August 1, 2011 by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w10.htm) |

| [removed: 4.9(e)] [added: 4.9(f)] | | — | | [Additional General Intercreditor Agreement, dated as of February 16, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed February 16, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512065423/d302120dex49.htm) |

| [removed: 4.9(f)] [added: 4.9(g)] | | — | | [Additional Receivables Intercreditor Agreement, dated as of February 16, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed February 16, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512065423/d302120dex410.htm) |

| [removed: 4.9(g)] [added: 4.9(h)] | | — | | [Additional General Intercreditor Agreement, dated as of October 23, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex410.htm) |

| [removed: 4.9(h)] [added: 4.9(i)] | | — | | [Additional Receivables Intercreditor Agreement, dated as of October 23, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex411.htm) |

| [removed: 4.24] [added: 4.25] | | — | | [Supplemental Indenture No. 1, dated as of August 1, 2011, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w2.htm) |

| [removed: 4.25] [added: 4.26(a)] | | — | | [Supplemental Indenture No. 2, dated as of August 1, 2011, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w3.htm) |

| [removed: 4.26] [added: 4.27] | | — | | [Form of 7.50% Senior Notes due 2022 (included in Exhibit [removed: 4.24).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w2.htm)] [added: 4.25).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w2.htm)] |

| [removed: 4.27] [added: 4.28] | | — | | [Form of 6.50% Senior Secured Notes due 2020 (included in Exhibit [removed: 4.25).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w3.htm)] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w3.htm)] |

| [removed: 4.28] [added: 4.29] | | — | | [Supplemental Indenture No. 4, dated as of February 16, 2012, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 16, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512065423/d302120dex42.htm) |

| [removed: 4.29] [added: 4.30] | | — | | [Form of 5.875% Senior Secured Notes due 2022 (included in Exhibit [removed: 4.28).](http://www.sec.gov/Archives/edgar/data/860730/000119312512065423/d302120dex42.htm)] [added: 4.29).](http://www.sec.gov/Archives/edgar/data/860730/000119312512065423/d302120dex42.htm)] |

| [removed: 4.30] [added: 4.31] | | — | | [Supplemental Indenture No. 5, dated as of October 23, 2012, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (Unsecured Notes) (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex43.htm) |

| [removed: 4.31] [added: 4.32] | | — | | [Supplemental Indenture No. 6, dated as of October 23, 2012, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (Secured Notes) (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex44.htm) |

| [removed: 4.32] [added: 4.33] | | — | | [Form of 5.875% Senior Notes due 2023 (included in Exhibit [removed: 4.30).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex43.htm)] [added: 4.31).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex43.htm)] |

| [removed: 4.33] [added: 4.34] | | — | | [Form of 4.75% Senior Secured Notes due 2023 (included in Exhibit [removed: 4.31).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex44.htm)] [added: 4.32).](http://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex44.htm)] |

| [removed: 4.34] [added: 4.35] | | — | | [Indenture, dated as of December 6, 2012, among HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512493951/d446891dex41.htm) |

| [removed: 4.35] [added: 4.36] | | — | | [Supplemental Indenture No. 1, dated as of December 6, 2012, among HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed December 6, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512493951/d446891dex42.htm) |

| [removed: 4.36] [added: 4.37] | | — | | [Form of 6.25% Senior Notes due 2021 (included in Exhibit [removed: 4.35).](http://www.sec.gov/Archives/edgar/data/860730/000119312512493951/d446891dex42.htm)] [added: 4.36).](http://www.sec.gov/Archives/edgar/data/860730/000119312512493951/d446891dex42.htm)] |

| [removed: 4.37] [added: 4.41] | | — | | [Supplemental Indenture No. [removed: 7,] [added: 9,] dated as of [removed: March] [added: October] 17, 2014, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed [removed: March 21,] [added: October 17,] 2014 (File No. 001-11239), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514110448/d696567dex42.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex42.htm)] |

| 4.39 | | — | | [Form of [removed: 3.75%] [added: 5.00%] Senior Secured Notes due [removed: 2019] [added: 2024] (included in Exhibit [removed: 4.37).](http://www.sec.gov/Archives/edgar/data/860730/000119312514110448/d696567dex42.htm)] [added: 4.38).](http://www.sec.gov/Archives/edgar/data/860730/000119312514110448/d696567dex43.htm)] |

| [removed: 4.40] [added: 4.43] | | — | | [Form of [removed: 5.00%] [added: 4.25%] Senior Secured Notes due [removed: 2024] [added: 2019] (included in Exhibit [removed: 4.38).](http://www.sec.gov/Archives/edgar/data/860730/000119312514110448/d696567dex43.htm)] [added: 4.41).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex42.htm)] |

| [removed: 4.41] [added: 4.40] | | — | | [Additional Receivables Intercreditor Agreement, dated as of March 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed March 21, 2014 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514110448/d696567dex49.htm) |

| 4.42 | | — | | [Supplemental Indenture No. [removed: 9,] [added: 10,] dated as of October 17, 2014, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K filed October 17, 2014 (File No. 001-11239), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex42.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex43.htm)] |

| [removed: 4.43] [added: 4.55] | | — | | [Supplemental Indenture No. [removed: 10,] [added: 16,] dated as of [removed: October 17, 2014,] [added: August 15, 2016,] among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed [removed: October 17, 2014] [added: August 15, 2016] (File No. 001-11239), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex43.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312516682009/d230671dex43.htm)] |

| 4.44 | | — | | [Form of [removed: 4.25%] [added: 5.25%] Senior Secured Notes due [removed: 2019] [added: 2025] (included in Exhibit [removed: 4.42).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex42.htm)] [added: 4.42).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex43.htm)] |

| [removed: 4.45] [added: 4.47] | | — | | [Form of [removed: 5.25%] [added: 5.375%] Senior [removed: Secured] Notes due 2025 (included in Exhibit [removed: 4.43).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex43.htm)] [added: 4.46).](http://www.sec.gov/Archives/edgar/data/860730/000119312515013255/d852864dex42.htm)] |

| [removed: 4.46] [added: 4.45] | | — | | [Additional Receivables Intercreditor Agreement, dated as of October 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed October 17, 2014 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex49.htm) |

| [removed: 4.47] [added: 4.46] | | — | | [Supplemental Indenture No. 11, dated as of January 16, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 16, 2015 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312515013255/d852864dex42.htm) |

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

| 4.4(j) | | — | | [Supplement No. 14 dated as of November 9, 2015 to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex44j.htm) |

| 4.4(k) | | — | | [Schedule of Omitted Supplements to the U.S. Guarantee dated as of November 17, 2006 and amended and restated on February 26, 2014, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex44k.htm) |

##### [Index to Financial Statements](#INDEX)

| 4.4(s) | | — | | [Joinder Agreement No. 7, dated as of March 13, 2018, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 13, 2018 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312518080824/d507618dex42.htm) |

| 4.5(b) | | — | | [Supplement No. 2 dated as of October 27, 2011, to the Amended and Restated Security Agreement dated as of March 2, 2009, as supplemented, by and among the subsidiary grantor named therein and Bank of America, N.A., as collateral agent.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex45b.htm) |

| 4.5(c) | | — | | [Schedule of Omitted Supplements to the Security Agreement dated as of November 17, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex45c.htm) |

| 4.6(b) | | — | | [Supplement No. 1 dated as of October 27, 2011 to the Amended and Restated Pledge Agreement dated as of March 2, 2009, by and among the subsidiary pledgors named therein and Bank of America, N.A., as collateral agent.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex46b.htm) |

| 4.6(c) | | — | | [Schedule of Omitted Supplements to the Pledge Agreement dated as of November 6, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex46c.htm) |

##### [Index to Financial Statements](#INDEX)

| 4.7(e) | | — | | [Joinder Agreement dated as of January 3, 2018 to the Credit Agreement dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 28, 2017), by and among the subsidiary borrowers party thereto and Bank of America, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex47e.htm) |

| 4.8(b) | | — | | [Supplement No. 1 dated as of October 27, 2011 to the Security Agreement dated as of September 30, 2011, by and among the subsidiary borrower party thereto and Bank of America, N.A., as collateral agent.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex48b.htm) |

| 4.8(c) | | — | | [Schedule of Omitted Supplements to the Security Agreement dated as of September 30, 2011, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex48c.htm) |

| 4.9(c) | | — | | [First Lien Intercreditor Agreement, dated as of April 22, 2009, among Bank of America, N.A. as Collateral Agent, Bank of America, N.A. as Authorized Representative under the Credit Agreement and Law Debenture Trust Company of New York as the Initial Additional Authorized Representative (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed April 28, 2009, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012309007358/y76646exv4w5.htm) |

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

| 4.24 | | — | | [Indenture dated as of August 1, 2011, among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-226709), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/841985/000119312518243478/d572895dex45.htm) |

| 4.26(b) | | — | | [Supplemental Indenture dated as of January 3, 2018, among the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex426b.htm) |

| 4.26(c) | | — | | [Schedule of Omitted Supplemental Indentures to Supplemental Indentures, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex426c.htm) |

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

##### [Index to Financial Statements](#INDEX)

| 4.64 | | — | | [Supplemental Indenture No. 20, dated as of August 23, 2018, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 23, 2018 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312518256366/d613143dex43.htm) |

| 4.65 | | — | | [Form of 5.625% Senior Notes Due 2028 (included in Exhibit 4.64).](http://www.sec.gov/Archives/edgar/data/860730/000119312518256366/d613143dex43.htm) |

| 4.66 | | — | | [Supplemental Indenture No. 21, dated as of January 22, 2019, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 22, 2019 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519014056/d683631dex44.htm) |

| 4.67 | | — | | [Supplemental Indenture No. 22, dated as of January 30, 2019, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 30, 2019 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519022657/d704054dex42.htm) |

##### [Index to Financial Statements](#INDEX)

| 4.68 | | | | [Form of 5.875% Senior Notes Due 2029 (included in Exhibit 4.67).](http://www.sec.gov/Archives/edgar/data/860730/000119312519022657/d704054dex42.htm) |

##### [Index to Financial Statements](#INDEX)

| 10.14(i) | | — | | [Fifth Amendment to Employment Agreement effective January 1, 2019 (Samual N. Hazen)*](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex1014i.htm) |

##### [Index to Financial Statements](#INDEX)

##### [Table of Contents](#toc)

##### [Index to Financial Statements](#INDEX)

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| 10.40 | | — | | [Form of 2018 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated.*](https://www.sec.gov/Archives/edgar/data/860730/000119312518056057/d490041dex1040.htm) |

| 10.41 | | — | | [Form of 2018 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated.*](https://www.sec.gov/Archives/edgar/data/860730/000119312518056057/d490041dex1041.htm) |

| | | [removed: _Chairman and_] _Chief Executive Officer_ |

Dated: February [removed: 23, 2018][added: 21, 2019]

| /s/ R. MILTON JOHNSON R. Milton Johnson | | [removed: Chairman, Chief Executive Officer] [added: Chairman] and Director [removed: (Principal Executive Officer)] | | February [removed: 23, 2018] [added: 21, 2019] |