HCA Healthcare (HCA) 10-K risk factor changes: FY2020 vs FY2019

Additional risks and uncertainties not presently [removed: known,] [added: known to us] or [added: that we] currently [removed: deemed immaterial,] [added: deem immaterial] may also [removed: constrain our business and operations.][added: affect us.]

As of December 31, [removed: 2019,] [added: 2020,] our total indebtedness was [removed: $33.722] [added: $31.004] billion.

As of December 31, [removed: 2019,] [added: 2020,] we had availability of [removed: $1.967] [added: $1.962] billion under our senior secured revolving credit [removed: facility and $1.270 million] [added: facility, $3.750 billion] under our [added: senior secured] asset-based revolving credit facility, after giving effect to letters of credit and borrowing base [removed: limitations.][added: limitations and $2.000 billion under our senior secured]

Our high degree of leverage could have important consequences, [removed: including:][added: some of which may be exacerbated by the impact of the]

| | • | [added: |] increasing our vulnerability to downturns or adverse changes in general economic, industry or competitive conditions and adverse changes in government regulations; |

| | • | [added: |] requiring a substantial portion of cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund our operations, capital expenditures and future business opportunities; |

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

| | • | [added: |] limiting our ability to make strategic acquisitions or causing us to make nonstrategic divestitures; |

| | • | [added: |] limiting our ability to obtain additional financing for working capital, capital expenditures, share repurchases, dividends, product or service line development, debt service requirements, acquisitions and general corporate or other purposes; and |

| | • | [added: |] limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged. |

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive [removed: conditions and to certain financial, business and other factors beyond our control.][added: conditions, including the impact of the]

| | • | [added: |] incur additional indebtedness or issue certain preferred shares; |

| | • | [added: |] pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; |

| | • | [added: |] make certain investments; |

| | • | [added: |] sell or transfer assets; |

| | • | [added: |] create liens; |

| | • | [added: |] consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and |

| | • | [added: |] enter into certain transactions with our affiliates. |

[removed: The presidential administration and a] [added: A] number of members of Congress have stated their [removed: intent] [added: desire] to repeal or make additional significant changes to the Affordable Care Act, its implementation or interpretation.

Further, the [removed: outcome] [added: potential impact] of the 2020 federal election [removed: and its potential impact] on health reform efforts is unknown.

Some [removed: presidential candidates and] members of Congress have proposed measures that would expand government-sponsored coverage, including [removed: single-payer] proposals [removed: (often] [added: to expand coverage of federally-funded insurance programs as an alternative to private insurance or establish a single-payer system (such reforms often] referred to as “Medicare for All”), and some states are considering similar measures.

Specifically, we derived [removed: 41.5%] [added: 42.7%] of our revenues from the Medicare and Medicaid programs in [removed: 2019.][added: 2020.]

Congress has established automatic spending reductions that extend through [removed: 2029.][added: 2030.]

[removed: For example,] [added: Further,] under a site neutrality policy, clinic visit services provided by

provider-based departments that were formerly paid under the outpatient PPS are now paid under the Physician Fee Schedule, subject to certain exceptions that [removed: are being] [added: were] phased out through calendar years 2019 and 2020.

CMS [removed: is also considering proposals to reduce drug costs and] has [removed: reduced] [added: also issued final rules reducing] Medicare payment rates under the outpatient PPS for [added: drugs obtained under the 340B Drug Pricing Program.]

CMS may implement [added: further] changes to how items or services are reimbursed that result in payment reductions for other services.

Because most states must operate with balanced budgets and [removed: because] the Medicaid program is often a state’s largest program, some states have enacted or may consider enacting legislation designed to reduce their Medicaid expenditures.

[removed: We compete with] other health care providers in recruiting and retaining qualified management and support personnel responsible for the daily operations of each of our hospitals, including nurses and other nonphysician health care professionals.

If there is additional union organizing activity [removed: and to the extent] [added: or] a significant portion of our employee base unionizes, it is possible our labor costs could [removed: increase materially.][added: increase.]

A CMS final rule implements expanded transparency requirements beginning in [removed: 2021, but these additional requirements are the subject of ongoing court challenges.][added: 2021.]

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

[removed: Some of the] facilities that compete with our hospitals are physician-owned or are owned by governmental agencies or

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

At December 31, [removed: 2019,] [added: 2020,] estimated implicit price concessions of [removed: $6.953] [added: $6.108] billion had been recorded to adjust our revenues and accounts receivable to the estimated amounts we expect to collect.

The estimated cost of total uncompensated care [removed: increased from $3.021] [added: was $3.483] billion for [removed: 2017 to $3.318] [added: 2020, $3.733] billion for [removed: 2018] [added: 2019] and [removed: to $3.733] [added: $3.318] billion for [removed: 2019.][added: 2018.]

Our facilities may experience growth in total uncompensated care as a result of a number of factors, including conditions impacting the overall economy and high [removed: unemployment.][added: unemployment, both of which have been, and may continue to be, negatively impacted by the]

We are unable to predict what, if any, and when such changes will be made in the [removed: future.”][added: future.]

We may also be adversely affected by the growth in patient responsibility accounts as a result of increases in the adoption of health plan structures that shift greater [added: payment] responsibility for care to individuals through greater exclusions and copayment and deductible amounts.

As [removed: healthcare] [added: health care] technology continues to advance, the price of purchasing such new technology has significantly increased for providers.

Our business is subject to the following principal risks and uncertainties.

Risks related to the

COVID-19

pandemic and other potential pandemics:

The COVID-19 pandemic

is significantly affecting our operations, business and financial condition.

Our liquidity could also be negatively impacted by the

COVID-19

pandemic, particularly if the U.S. economy remains unstable for a significant amount of time.

On January 31, 2020, HHS declared a national public health emergency (“PHE”) due to a novel coronavirus.

On March 11, 2020, the World Health Organization declared the outbreak

of COVID-19,

a disease caused by this novel coronavirus, a pandemic.

This disease continues to spread throughout the United States and other parts of the world.

The COVID-19 pandemic

is significantly affecting our employees, patients, hospitals, communities and business operations, as well as the U.S. economy and financial markets.

As

the COVID-19 crisis

continues to evolve, the full extent to which

the COVID-19 outbreak

will impact our business, results of operations, financial condition and liquidity will depend on future developments that are highly uncertain and cannot be accurately predicted.

For example, we are not able to predict or control the severity or duration of the pandemic, including whether there will be additional periods of increases in the number of

COVID-19

cases in areas in which we operate, the rollout and availability of effective medical treatments and vaccines, the efficacy of public health controls, including vaccines, or the impact of any mutations of the virus.

Florida and Texas, our two largest markets, have been and may in the future be “hot spots” of the

COVID-19

pandemic.

Due to the concentration of our hospitals in Texas and Florida, we are particularly sensitive to the increase in

COVID-19

cases in those states where the pandemic could have a disproportionate effect on our business.

We have been working with federal, state and local health authorities to respond

to COVID-19 cases

in the markets we serve and continue to take and support measures to try to limit the spread of the virus and to mitigate

[Index to Financial Statements](#INDEX)

the burden on the health care system.

For example, we are subject to

COVID-19

data reporting requirements, and some states are requiring hospitals to maintain a reserve of PPE and mandating

COVID-19

screening for new patients and certain hospital staff.

| --- | --- |

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

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

Pending the appeals process, the law remains in place.

Other health reform initiatives and proposals, such as those addressing

out-of-network

charges, may impact prices, our relationships with patients and payers, and our competitive position.

Although a federal judge invalidated the expansion of the policy for calendar year 2019, in a decision that CMS is appealing, CMS issued a final rule implementing year two of the policy

phase-in

for 2020.

most drugs obtained at 340B discounted rates, although the final rules implementing the 340B reductions are the subject of ongoing court challenges.

Our hospitals face competition for staffing, which may increase labor costs.

increasing efforts by payers to influence or direct the patient’s choice of provider by the use of narrow networks or other strategies.

The presidential administration and a number of members of Congress continue to make other efforts to repeal or significantly change the Affordable Care Act, and the law remains subject to court challenges.

See Item 1A, “Risk Factors — Our results of operations may be adversely affected by health care reform efforts, including court challenges to, and efforts to repeal, replace or otherwise significantly change the Affordable Care Act.

Cost-reduction strategies by large employer groups

HCA-affiliated

hospitals and certain

non-affiliated

hospitals.

regarding past due accounts and to report to consumer reporting agencies on the status of those accounts.

to report quality data, and several private third-party payers do not reimburse hospitals for certain preventable adverse events.

due

to certain preventable adverse events.

discourage access, exchange or use of electronic health information, except as required by law or specified by HHS as a reasonable and necessary activity.

Also, the increasingly challenging regulatory and enforcement

We may be subject to liabilities from claims by taxing authorities.

The notional amounts of the swap agreements represent balances used to calculate the exchange of cash flows and are not our assets or liabilities.

The [removed: selected financial data and the] accompanying consolidated financial statements present certain information with respect to the financial position, results of operations and cash flows of HCA Healthcare, Inc. which should be read in conjunction with the following discussion and analysis.

Forward-looking statements include statements regarding expected share-based compensation expense, expected capital expenditures, expected dividends, expected [added: share repurchases, expected] net claim payments and all other statements that do not relate solely to historical or current facts, and can be identified by the use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of operations.

[removed: 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 “Affordable Care Act”), including the effects of court challenges to, any repeal of, or changes to, the Affordable Care Act or additional 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, including single-payer proposals (often referred to as “Medicare for All”), (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, [removed: (7)] [added: (8)] the highly competitive nature of the health care business, [removed: (8)] [added: (9)] 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, [removed: (9)] [added: (10)] the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, [removed: (10)] [added: (11)] the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, [removed: (11)] [added: (12)] increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, [removed: (12)] [added: (13)] the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, [removed: (13)] [added: (14)] changes in accounting practices, [removed: (14)] [added: (15)] changes in general economic conditions nationally and regionally in our markets, [removed: (15) the emergence of and effects related to pandemics, epidemics and infectious diseases, (16) future divestitures which may result in charges] [added: including economic] and [removed: possible impairments of long-lived assets, (17) changes in] business [removed: strategy or development plans, (18) delays in receiving payments for services provided, (19)] [added: conditions (and] the [removed: outcome of pending and any future tax audits, disputes] [added: impact thereof on the economy, financial markets] and [removed: litigation associated][added: banking industry) resulting from the]

[added: pandemic, (16) the emergence of and effects related to other pandemics, epidemics and infectious diseases, (17) future divestitures which may result in charges and possible impairments of long-lived assets, (18) changes in business strategy or development plans, (19) delays in receiving payments for services provided, (20) the outcome of pending and any future tax audits, disputes and litigation associated] with our tax positions, [removed: (20)] [added: (21)] potential adverse impact of known and unknown government investigations, litigation and other claims that may be made against us, [removed: (21)] [added: (22)] the impact of potential cybersecurity incidents or security breaches, [removed: (22)] [added: (23)] our ongoing ability to demonstrate meaningful use of certified electronic health record (“EHR”) technology and the impact of interoperability requirements, [removed: (23)] [added: (24)] the impact of natural disasters, such as hurricanes and floods, or similar events beyond our control, [removed: (24)] [added: (25)] changes in [added: the] U.S. federal, state, or foreign tax laws including interpretive guidance that may be issued by taxing authorities or other standard setting bodies, and [removed: (25)] [added: (26)] other risk factors described in this annual report on Form

You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this [added: report, which forward-looking statements reflect management’s views only as of the date of this] report.

[removed: 2019] [added: 2020] Operations Summary

Net income attributable to HCA Healthcare, Inc. totaled [removed: $3.505] [added: $3.754] billion, or [removed: $10.07] [added: $10.93] per diluted share, for [removed: 2019,] [added: 2020,] compared to [removed: $3.787] [added: $3.505] billion, or [removed: $10.66] [added: $10.07] per diluted share, for [removed: 2018.][added: 2019.]

The [removed: 2018] [added: 2020] results [added: also] include [removed: gains] [added: losses] on sales of facilities of [removed: $428] [added: $7] million, or [removed: $0.91] [added: $0.02] per diluted share, and losses on retirement of debt of [removed: $9] [added: $295] million, or [removed: $0.02] [added: $0.66] per diluted share.

[removed: The] [added: Revenues for] 2019 [removed: results also] include [removed: revenues of] $86 million, or $0.19 per diluted share, related to the resolution of transaction price differences regarding certain [added: services performed in prior periods.]

During [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we recorded reductions to the provision for professional liability risks of [removed: $50] [added: $112] million, or [removed: $0.11] [added: $0.25] per diluted share, and [removed: $70] [added: $50] million, or [removed: $0.15] [added: $0.11] per diluted share, respectively.

Our provisions for income taxes for [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] included tax benefits of [removed: $65] [added: $92] million, or [removed: $0.19] [added: $0.27] per diluted share, and [removed: $124] [added: $65] million, or [removed: $0.35] [added: $0.19] per diluted share, respectively, related to employee equity award settlements.

Shares used for diluted earnings per share were [removed: 348.226] [added: 343.605] million shares and [removed: 355.303] [added: 348.226] million shares for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Revenues increased [added: 0.4%] to [added: $51.533 billion for 2020 from] $51.336 billion for 2019 [added: and increased 10.0% for 2019] from $46.677 billion for 2018.

Revenues increased [removed: 10.0%] [added: 0.4%] and [removed: 5.9%,] [added: declined 0.1%,] respectively, on a consolidated basis and on a same facility basis for [removed: 2019,] [added: 2020,] compared to [removed: 2018.][added: 2019.]

The consolidated revenues increase can be primarily attributed to the [removed: combined] [added: net] impact of a [removed: 3.2%] [added: 10.5%] increase in revenue per equivalent admission [removed: and] [added: offset by] a [removed: 6.6% increase] [added: 9.2% decline] in equivalent admissions.

[removed: The same facility revenues increase] resulted primarily from [added: the net impact of] a [removed: 2.3% increase] [added: 9.3% decline] in same facility [removed: revenue per] equivalent [removed: admission and] [added: admissions offset by] a [removed: 3.5%] [added: 10.1%] increase in same facility [added: revenue per] equivalent [removed: admissions.][added: admission.]

[removed: During 2019, consolidated admissions increased 5.2% and same] [added: Same] facility admissions [added: declined 4.8% during 2020 compared to 2019 and] increased [removed: 2.8%,] [added: 2.8% during 2019] compared to 2018.

Inpatient surgical volumes [removed: increased 3.4%] [added: declined 7.8%] on [added: both] a consolidated basis and [removed: increased 1.1%] on a same facility basis during [removed: 2019,] [added: 2020,] compared to [removed: 2018.][added: 2019.]

[removed: 2019] [added: 2020] Operations Summary (continued)

[removed: consolidated basis] [added: Same facility surgeries declined 10.7% during 2020 compared to 2019] and increased [removed: 1.6% on a same facility basis] [added: 1.4%] during [removed: 2019,] [added: 2019] compared to 2018.

[removed: Emergency] [added: Same facility emergency] room visits [removed: increased 4.5% on a consolidated basis] [added: declined 18.8% during 2020 compared to 2019] and increased 2.8% [removed: on a same facility basis] during [removed: 2019,] [added: 2019] compared to 2018.

The estimated cost of total uncompensated care [removed: increased $415] [added: declined $250] million for [removed: 2019,] [added: 2020,] compared to [removed: 2018.][added: 2019.]

Consolidated and same facility uninsured admissions [removed: increased 5.8% and 3.7%, respectively,] [added: both declined 7.0%,] and consolidated and same facility uninsured emergency room visits [removed: increased 5.8%] [added: declined 20.9%] and [removed: 3.9%,] [added: 21.0%,] respectively, for [removed: 2019,] [added: 2020,] compared to [removed: 2018.][added: 2019.]

Interest expense totaled [removed: $1.824] [added: $1.584] billion for [removed: 2019,] [added: 2020,] compared to [removed: $1.755] [added: $1.824] billion for [removed: 2018.][added: 2019.]

The [removed: $69] [added: $240] million [removed: increase] [added: decline] in interest expense for [removed: 2019] [added: 2020] was due to [removed: the increase] [added: declines] in [added: both] the average debt [removed: balance.][added: balance and the effective interest rate.]

Cash flows from operating activities increased [removed: $841 million,] [added: $1.630 billion,] from [removed: $6.761] [added: $7.602] billion for [removed: 2018] [added: 2019] to [removed: $7.602] [added: $9.232] billion for [removed: 2019.][added: 2020.]

The increase in cash flows from operating activities was primarily related to the increase in net income, excluding [added: losses and] gains on sales of facilities and losses on retirement of debt, of [removed: $222] [added: $330] million and [removed: increases related to income taxes] [added: positive changes in working capital items] of [removed: $322 million] [added: $1.366 billion, primarily from the increases in accounts payable] and [removed: depreciation] [added: accrued expenses] and [removed: amortization] [added: the collection] of [removed: $318 million.][added: accounts receivable.]

Additional components of our growth strategy include providing access and convenience through developing various outpatient facilities, including, but not limited to surgery centers, urgent care clinics, freestanding emergency care facilities and imaging [removed: centers.][added: centers, as well as seeking to improve coordination of care and patient retention across our markets.]

Achieve Industry-Leading Performance in [removed: Clinical] [added: Clinical, Operational] and Satisfaction Measures.

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

The estimated reimbursement amounts are made on a payer-specific basis and are recorded based on the best information available regarding management’s [removed: interpretation of the applicable laws, regulations and contract terms.]

[removed: Prior to November 2017, patients] [added: Patients] treated at hospitals for

[removed: During November 2017, we expanded our charity policy to include patients] [added: care,] who have income [removed: above 200%, but] at or below [removed: 400%,] [added: 400%] of the federal poverty [removed: level] [added: level, were eligible for charity care,] 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.

[removed: Adjustments] [added: The adjustments] to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share [removed: funds, which resulted in net increases to revenues,] [added: funds] related primarily to cost reports filed during the respective year [removed: were $51] [added: resulted in net increases to revenues of $70] million, [removed: $29] [added: $51] million and [removed: $41] [added: $29] million in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

The adjustments to estimated reimbursement [removed: amounts, which resulted in net increases to revenues,] [added: amounts] related primarily to cost reports filed during previous years [removed: were] [added: resulted in a net reduction to revenues of $5 million in 2020 and net increases to revenues of] $13 [removed: million, $51] million and [removed: $56] [added: $51] million in [removed: 2019, 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

We expect adjustments during the next 12 months related to Medicare and Medicaid cost report filings and settlements will result in [added: net] increases to revenues generally similar to the amounts recorded during these years.

[added: We believe our quarterly updates to the estimated implicit price] concession amounts at each of our hospital facilities provide reasonable estimates of our revenues and valuations of our accounts receivable.

[removed: These routine, quarterly changes] in estimates have not resulted in material adjustments to the valuations of our accounts receivable or

comparisons of our [removed: results of operations.][added: revenues.]

At December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018,] [added: 2019,] estimated implicit price concessions of [removed: $6.953] [added: $6.108] billion and [removed: $6.280] [added: $6.953] billion, respectively, had been recorded to adjust our revenues and accounts receivable to the estimated amounts we expect to collect.

These factors include, but are not limited to, (1) developments related to

COVID-19,

including, without limitation, the length and severity of the pandemic; the volume of canceled or rescheduled procedures and the volume of

COVID-19

patients cared for across our health systems; measures we are taking to respond to the

COVID-19

pandemic; the impact and terms of government and administrative regulation and stimulus (including the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, the Paycheck Protection Program and Health Care Enhancement Act, the Consolidated Appropriations Act, 2021 and other enacted and potential future legislation); changes in revenues due to declining patient volumes, changes in payer mix and deteriorating macroeconomic conditions (including increases in uninsured and underinsured patients); potential increased expenses related to labor, supply chain or other expenditures; workforce disruptions; supply shortages and disruptions; and the timing and availability of effective medical treatments and vaccines, (2) the impact of our substantial indebtedness and the ability to refinance such indebtedness on acceptable terms, as well as risks associated with disruptions in the financial markets and the business of financial institutions as the result of the

COVID-19

pandemic which could impact us from a financial perspective, (3) the impact of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”), including the effects of court challenges to, any repeal of, or changes to, the Affordable Care Act or additional 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, including proposals to expand coverage of federally-funded insurance programs as an alternative to private insurance or establish a single-payer system (such reforms often referred to as “Medicare for All”), and also including any such laws or governmental regulations which are adopted in response to the

COVID-19

pandemic, (4) 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, (5) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (6) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (7) 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

[Index to Financial Statements](#INDEX)

COVID-19

We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

COVID-19

Pandemic and CARES Act Funding

On March 11, 2020, the World Health Organization designated

COVID-19

as a global pandemic.

Patient volumes and the related revenues for most of our services were significantly impacted during the latter portion of the first quarter and the first half of the second quarter of 2020 and have continued to be impacted as various policies that were implemented by federal, state and local governments in response to the

COVID-19

pandemic, including policies that have caused many people to remain at home, forced the closure of or limitations on certain businesses, and suspended elective surgical procedures by health care facilities.

While many of these restrictions have been eased across the U.S. and most states have lifted moratoriums on

non-emergent

procedures, restrictions remain in place or may be adopted or

re-imposed,

and the possibility exists that the public, particularly segments with a high mortality risk, could remain wary of real or perceived opportunities for exposure to the virus.

We are unable to predict the future impact of the pandemic on our operations.

During 2020, we received approximately $4.4 billion of accelerated Medicare payments and approximately $1.8 billion in general and targeted distributions from the Provider Relief Fund, both as provided for and established under the CARES Act.

During October 2020,

we announced our decision to return, or repay early, all of our share of the Provider Relief Fund distributions and all of the Medicare accelerated payments.

During the

[Index to Financial Statements](#INDEX)

COVID-19

Pandemic and CARES Act Funding (continued)

fourth quarter of 2020, we returned, or repaid early, approximately $6.1 billion of these funds.

The unreturned Provider Relief Funds of $83 million, related to amounts received by certain of our partnership entities, are recorded under the caption “other accrued expenses” in our consolidated balance sheet at December 31, 2020.

Our share of these funds will be returned in 2021 after final determination of amounts earned and distributable to the members of each respective partnership.

We believe the extent of the

COVID-19

out-of-network

services performed in prior periods.

The 2018 results also include a reduction in our provision for income taxes of $67 million, or $0.19 per share, for the remeasurement of certain of our deferred tax assets and liabilities for which we were unable to record reasonable estimates in 2017.

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.

This amount is 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.

During 2019 and 2018, we repurchased 7.949 million and 14.070 million shares, respectively, of our common stock.

Outpatient surgical volumes increased 4.0% on a

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 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.

The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment.

Federal and state laws and regulations, including but not limited to EMTALA, require, and our commitment to providing quality patient care encourages, the provision of services to patients who are financially unable to pay for the health care services they receive.

care, who have income at or below 200% of the federal poverty level, were eligible for charity care.

The collection of outstanding receivables 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.

The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding.

We believe our quarterly updates to the estimated implicit price

Days revenues in accounts receivable were 50 days, 51 days and 52 days at December 31, 2019, 2018 and 2017, respectively.

The estimated ultimate cost includes

The current portion of these reserves, $457 million and $466 million at December 31, 2019

Revenues increased 10.0% to $51.336 billion for 2019 from $46.677 billion for 2018 and increased 7.0% for 2018 from $43.614 billion for 2017.

Same facility admissions increased 2.8% during 2019 compared to 2018 and increased 2.5% during 2018 compared to 2017.

Same facility surgeries each increased 1.4% during 2019 compared to 2018 and during 2018 compared to 2017.

Same facility emergency room visits increased 2.8% during 2019 compared to 2018 and increased 0.1% during 2018 compared to 2017.

indicated that it will phase out some of the federal funding.

The 2018 results include a reduction in our provision for income taxes of $67 million, or $0.19 per diluted share, for the remeasurement of certain of our deferred tax assets and liabilities for which we were unable to record reasonable estimates in 2017.

Consolidated outpatient surgeries increased 4.0%, and same facility outpatient surgeries increased 1.6% during 2019 compared to 2018.

Same facility supply costs per equivalent admission increased 1.6% for medical devices and 2.2% for general medical and surgical items and declined 2.1% for pharmacy supplies in 2019 compared to 2018.

The increase in interest expense was due to an increase in the average debt balance.

The gains on sales of facilities for 2019 related primarily to sales of real estate and other investments.

The gains on sales of facilities for 2018 related primarily to the sale of the two hospital facilities in our Oklahoma market.

During 2018, we issued $2.000 billion aggregate principal amount of senior notes comprised of $1.000 billion aggregate principal amount of 5.375% notes due 2026 and $1.000 billion aggregate principal amount of 5.625% notes due 2028.

We used the net proceeds for general corporate purposes, including funding the purchase of a hospital, and the redemption of all $1.500 billion aggregate principal amount of our existing 3.750% senior secured notes maturing in March 2019.

Our provision for income taxes for 2018 included $28 million of benefits for tax credits related to certain 2017 hurricane-related expenses and $67 million of benefits related to the remeasurement of our deferred tax assets and liabilities due to the enactment of the Tax Act.

The increase in working capital of $795 million is primarily related to a decline in long-term debt due within one year of $643 million.

Cash received from sales of hospitals and health care entities declined $747 million for 2019 compared to 2018 primarily related to the receipt during 2018 of $758 million from the sale of the two hospitals in our Oklahoma market.

of common stock.

We used the net proceeds for general corporate purposes, including

funding the purchase of a hospital, and the redemption of all $1.500 billion aggregate principal amount of our existing 3.750% senior secured notes maturing in March 2019.

Contractual Obligations and

Off-Balance

At December 31, [removed: 2019,] [added: 2020,] we operated [removed: 184] [added: 185] hospitals, comprised of [removed: 179] [added: 178] general, acute care hospitals; [removed: three] [added: five] psychiatric hospitals; and two rehabilitation hospitals.

In addition, we operated [removed: 123] [added: 121] freestanding surgery [added: centers and 21 freestanding endoscopy] centers.

Our facilities are located in [removed: 21] [added: 20] states and England.

Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number is [removed: (615)]

[added: (615)] 344-9551.

| | • | [added: |] grow our presence in existing markets; |

| | • | [added: |] achieve industry-leading performance in [removed: clinical] [added: clinical, operational] and satisfaction measures; |

| | • | [added: |] recruit and employ physicians to meet the need for high quality health services; |

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

| | • | [added: |] pursue a disciplined development strategy. |

At December 31, [removed: 2019,] [added: 2020,] we owned and operated [removed: 179] [added: 178] general, acute care hospitals with [removed: 48,443] [added: 48,492] licensed beds.

At December 31, [removed: 2019,] [added: 2020,] we operated [removed: three] [added: five] psychiatric hospitals with [removed: 412] [added: 593] licensed beds.

Our revenues by primary third-party payer classification and other (including uninsured patients) for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] are summarized in the following table (dollars in millions):

| | | [removed: 2019] [added: 2020] | | | | Ratio | | | | [removed: 2018] [added: 2019] | | | | Ratio | | | | [removed: 2017] [added: 2018] | | | | Ratio | | |

| Medicare | | $ | [removed: 10,798] [added: 10,420] | | | | [removed: 21.0] [added: 20.2] | % | | $ | [removed: 9,831] [added: 10,798] | | | | [removed: 21.1] [added: 21.0] | % | | $ | [removed: 9,285] [added: 9,831] | | | | [removed: 21.3] [added: 21.1] | % |

| Managed Medicare | | | [removed: 6,452] [added: 6,997] | | | | [removed: 12.6] [added: 13.6] | | | | [removed: 5,497] [added: 6,452] | | | | [removed: 11.8] [added: 12.6] | | | | [removed: 4,680] [added: 5,497] | | | | [removed: 10.7] [added: 11.8] | |

| Medicaid | | | [removed: 1,572] [added: 1,965] | | | | [removed: 3.1] [added: 3.8] | | | | [removed: 1,358] [added: 1,572] | | | | [removed: 2.9] [added: 3.1] | | | | [removed: 1,316] [added: 1,358] | | | | [removed: 3.0] [added: 2.9] | |

| Managed Medicaid | | | [removed: 2,450] [added: 2,621] | | | | [removed: 4.8] [added: 5.1] | | | | [removed: 2,403] [added: 2,450] | | | | [removed: 5.1] [added: 4.8] | | | | [removed: 2,165] [added: 2,403] | | | | [removed: 5.0] [added: 5.1] | |

| Managed care and other insurers | | | [removed: 26,544] [added: 26,535] | | | | [removed: 51.6] [added: 51.5] | | | | [removed: 24,467] [added: 26,544] | | | | [removed: 52.4] [added: 51.6] | | | | [removed: 23,342] [added: 24,467] | | | | [removed: 53.5] [added: 52.4] | |

| International (managed care and other insurers) | | | [removed: 1,162] [added: 1,120] | | | | [removed: 2.3] [added: 2.2] | | | | [removed: 1,156] [added: 1,162] | | | | [removed: 2.5] [added: 2.3] | | | | [removed: 1,097] [added: 1,156] | | | | 2.5 | |

| Other | | | [removed: 2,358] [added: 1,875] | | | | [removed: 4.6] [added: 3.6] | | | | [removed: 1,965] [added: 2,358] | | | | [removed: 4.2] [added: 4.6] | | | | [removed: 1,729] [added: 1,965] | | | | [removed: 4.0] [added: 4.2] | |

| Revenues | | $ | [removed: 51,336] [added: 51,533] | | | | 100.0 | % | | $ | [removed: 46,677] [added: 51,336] | | | | 100.0 | % | | $ | [removed: 43,614] [added: 46,677] | | | | 100.0 | % |

In 2013, the Centers for Medicare & Medicaid Services (“CMS”) began imposing a 2.0% reduction on Medicare [removed: payments, and these reductions have been extended through 2029.][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

For federal fiscal year [removed: 2019,] [added: 2021,] CMS increased the

rate by approximately [removed: 1.85%.][added: 2.9%.]

This increase reflected a market basket update of [removed: 2.9%,] [added: 3.0%,] adjusted by the following percentage points: a [removed: 0.75 reduction required by the Affordable Care Act, a] negative [removed: 0.8] [added: 0.4] productivity [removed: adjustment,] [added: adjustment] and a positive 0.5 adjustment in accordance with the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”).

This increase reflects a market basket update of [removed: 3.0%,] [added: 2.4%,] adjusted by [removed: the following percentage points:] a [removed: negative 0.4 productivity adjustment and a] positive 0.5 adjustment required by MACRA.

CMS estimates that $1.9 billion will be available to hospitals as incentive payments in federal fiscal year [removed: 2020] [added: 2021] under the Hospital Value-Based Purchasing Program.

[removed: However, in] [added: In] September 2019, a federal judge invalidated the expansion of the site-neutral payment policy for 2019.

CMS [removed: is appealing] [added: appealed] this [removed: decision,] [added: decision and won,] but [removed: it is] [added: had begun] reprocessing the 2019 claims paid at the lower rates.

For calendar year [removed: 2019,] [added: 2021,] CMS increased APC payment rates by an estimated [removed: 1.35%.][added: 2.4%.]

This increase reflected a market basket increase of [removed: 2.9%] [added: 3.0%] with a negative [removed: 0.8] [added: 0.4] percentage point productivity [removed: adjustment and a negative 0.75 percentage point adjustment required by the Affordable Care Act.][added: adjustment.]

Together with other policy changes, CMS estimates that the calendar year [removed: 2020] [added: 2021] rates will increase Medicare outpatient PPS payments by [removed: 1.3%.][added: 2.4%.]

These hospitals are reimbursed for the discounted drugs under the same Medicare payment [added: methodology and rates as are applied to]

For calendar year [removed: 2020,] [added: 2021,] HHS will continue to pay the reduced rates that took effect [added: beginning] in [removed: 2018, although this is also the subject of ongoing litigation.][added: 2018.]

IRFs are paid a predetermined amount per discharge that reflects the patient’s case mix group [removed: and] [added: that] is adjusted for facility-specific factors, such as area wage levels, proportion of

For federal fiscal year [removed: 2019,] [added: 2020,] CMS increased [removed: IRF] [added: IPF] payment rates by an estimated [removed: 1.3%, reflecting an IRF] [added: 1.75%, which reflects a 2.9% IPF] market basket update [removed: of 2.9%] with a negative [removed: 0.8] [added: 0.4] percentage point productivity adjustment and a [added: negative] 0.75 percentage point [removed: reduction] [added: adjustment] required by [removed: the Affordable Care Act, among other payment adjustments.][added: law.]

As of December 31, [removed: 2019,] [added: 2020,] we had two rehabilitation hospitals and [removed: 63] [added: 66] hospital rehabilitation units.

For federal fiscal year [removed: 2020,] [added: 2021,] CMS increased IPF payment [added: rates by an estimated 2.2%, which reflects a 2.2% IPF market basket increase.]

[Index to Financial Statements](#INDEX)

We strive to be the provider system of choice in the communities we serve and to support our operations with unique enterprise capabilities and best in class economies of scale.

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

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

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

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

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

COVID-19

Pandemic and CARES Act Funding

On March 11, 2020, the World Health Organization designated

COVID-19

as a global pandemic.

Patient volumes and the related revenues for most of our services were significantly impacted during the latter portion of the first quarter and the first half of the second quarter of 2020 and have continued to be impacted as various policies that were implemented by federal, state and local governments in response to the

COVID-19

pandemic,

[Index to Financial Statements](#INDEX)

including policies that have caused many people to remain at home, forced the closure of or limitations on certain businesses, and suspended elective surgical procedures by health care facilities.

While many of these restrictions have been eased across the U.S. and most states have lifted moratoriums on

non-emergent

procedures, restrictions remain in place or may be adopted or

re-imposed,

and the possibility exists that the public, particularly segments with a high mortality risk, could remain wary of real or perceived opportunities for exposure to the virus.

We are unable to predict the future impact of the pandemic on our operations.

During 2020, we received approximately $4.4 billion of accelerated Medicare payments and approximately $1.8 billion in general and targeted distributions from the Provider Relief Fund, both as provided for and established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

During October 2020,

we announced our decision to return, or repay early, all of our share of the Provider Relief Fund distributions and all of the Medicare accelerated payments.

During the fourth quarter of 2020, we returned, or repaid early, approximately $6.1 billion of these funds.

We believe the extent of the

COVID-19

pandemic’s impact on our operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond our control and ability to forecast.

Such factors include, but are not limited to: the severity or duration of the pandemic, including whether there will be additional periods of increases in the number of COVID-19 cases in the areas in which we operate, the rollout and availability of effective medical treatments and vaccines, the efficacy of public health controls, including vaccines, and the impact of any mutations of the virus; the scope and duration of

stay-at-home

practices and business closures and restrictions; recommended or required suspensions of elective procedures; continued declines in patient volumes for an indeterminable length of time; increases in the number of uninsured and underinsured patients as a result of higher sustained rates of unemployment; incremental expenses required for supplies and personal protective equipment (“PPE”); and changes in professional and general liability exposure.

Because of these and other uncertainties, we cannot estimate how long or how severely the pandemic will impact our business.

If we experience declines in cash flows and results of operations, such declines could have an impact on the inputs and assumptions used in significant accounting estimates, including estimated implicit price concessions related to uninsured patient accounts, professional and general liability reserves, and potential impairments of goodwill and long-lived assets.

Summary Risk Factors

You should carefully read and consider the risk factors set forth under Item 1A, “Risk Factors,” as well as all other information contained in this annual report on Form

10-K.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect us.

If any of these risks occur, our business, financial position, results of operations, cash flows or prospects could be materially, adversely affected.

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

to certain post-acute care settings, including, effective October 1, 2018, hospice care.

Hospitals have also challenged the policy for 2020, but the case has not yet been decided.

This increase reflects a market basket increase of 3.0% with a negative 0.4 percentage point productivity adjustment.

methodology and rates as are applied to

HHS continued to apply the reduced rates in 2019.

On May 6, 2019, the United States District Court for the District of Columbia reaffirmed its ruling that the adoption of the 2018 rule had exceeded HHS’ statutory authority and reached the same conclusion with respect to a final rule for the 2019 rates.

The court has remanded to the agency to craft appropriate remedies to implement the holding.

HHS is appealing the decision but has also announced its intent to survey hospitals for drug acquisition cost data, which it may use to craft a remedy.

For federal fiscal year 2019, CMS increased IPF payment rates by an estimated 1.1%, which reflects a 2.9% IPF market basket update with a negative 0.8 percentage point productivity adjustment, a negative 0.75 percentage point adjustment as required by the Affordable Care Act, and other payment adjustments.

rates by an estimated 1.75%, which reflects a 2.9% IPF market basket increase with a negative 0.4 percentage point productivity adjustment and a 0.75 percentage point reduction required by statute, among other payment adjustments.

Providers may earn a 5% Medicare incentive payment between 2019 and 2024 and will be exempt from the reporting

The financial impact of the obligation to screen for and stabilize emergency medical conditions has been offset, in part, by provisions of the Affordable Care Act that decrease the number of uninsured individuals.

However, effective January 1, 2019, Congress eliminated the financial penalty associated with the individual mandate.

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 Affordable Care Act.

It is difficult to predict the impact of these changes, but they may result in fewer individuals electing to obtain public or private health insurance or affect the scope of such coverage, if purchased.

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

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

| | | Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Weighted average licensed beds(b) | | | 48,480 | | | | 46,857 | | | | 45,380 | | | | 44,077 | | | | 43,620 | |

| Admissions(c) | | | 2,108,927 | | | | 2,003,753 | | | | 1,936,613 | | | | 1,891,831 | | | | 1,868,789 | |

The 2019 rule is the subject of ongoing court challenges.

Affordable Care Act, or other health reform efforts.

expenditures and the addition of new beds or services may be subject to review by and prior approval of, or notifications to, state regulatory agencies under a CON program.

or interest-free loans, or loans which may be forgiven if a physician refers patients to the hospital, (g) payment of

Criminal and civil penalties may be imposed for a number of other prohibited activities, including failure

In addition,

The potential effects of this legislation are

receive detailed information about how their personal information is used.

20 million or 4% of global annual turnover in the prior year.

10 million or 2% of the global annual turnover from the prior year.

significant penalties, as well as adverse publicity.

Further, the President of the United States signed an executive order that directs agencies to minimize “economic and regulatory burdens” of the Affordable Care Act, which may result in additional changes

in how the law is implemented.

Pending the appeals process, the law remains in place.

The cyber security and directors and officers liability coverage each include a $5 million corporate deductible.

In addition, we will continue to purchase coverage for our directors and officers on an ongoing basis.

The property coverage includes varying deductibles depending on the cause of the property damage.

These deductibles range from 2% to 5% of the affected property values for certain flood and wind and earthquake related incidents.

The information set forth in Note 11 – Contingencies in the notes to the consolidated financial statements is incorporated herein by reference.

We operate in a highly regulated and litigious industry.

As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us.

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

We are also subject to claims by various taxing authorities for additional taxes and related interest and penalties.

The resolution of any such lawsuits, claims or legal and regulatory proceedings could have a material, adverse effect on our results of operations, financial position or liquidity.

Government Investigations, Claims and Litigation

Health care companies are subject to numerous investigations by various governmental agencies.

Under the federal False Claims Act (“FCA”), private parties have the right to bring

qui tam

, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government.

Some states have adopted similar state whistleblower and false claims provisions.

Certain of our individual facilities have received, and from time to time, other facilities may receive, government inquiries from, and may be subject to investigation by, federal and state agencies.

Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material, adverse effect on our results of operations, financial position or liquidity.

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.

In 2018, the Civil Division of the U.S. Department of Justice and the U.S. Attorney’s Office for the Southern District of Texas requested information about whether the Program, as operated in Harris County, complied with the laws and regulations applicable to provider related donations, and the Company cooperated with that request.

On May 21, 2019, a

lawsuit asserting violations of the FCA and the Texas Medicaid Fraud Prevention Act related to the Program, as operated in Harris County, was unsealed by the U.S. District Court for the Southern District of Texas.

Both the federal and state governments declined to intervene in the

lawsuit.

The Company believes that our participation is and has been consistent with the requirements of the Program and is vigorously defending against the lawsuit being pursued by the relator.

We cannot predict what effect, if any, the

lawsuit could have on the Company.

For the fiscal year ended [added: December 31, 2020]

| One Park Plaza [removed: Nashville ,] [added: Nashville,] Tennessee | | 37203 |

Registrant’s telephone number, including area code: [removed: (]

[added: (615)] 344-9551

| Common [removed: Stock ,] [added: Stock,] $0.01 Par Value | | HCA | | New York Stock Exchange |

Yes [added: ☒ No ☐]

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of [removed: Regulation]

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such [added: files).]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in [removed: Rule]

[added: Rule] 12b-2

Indicate by check mark whether the Registrant is a shell company (as defined in [removed: Rule]

[added: As of January 31, 2021, there were 339,917,500] outstanding shares of the Registrant’s common stock.

As of June 30, [removed: 2019,] [added: 2020,] the aggregate market value of the common stock held by nonaffiliates was approximately [removed: $36.403] [added: $25.836] billion.

Portions of the Registrant’s definitive proxy materials for its [removed: 2020] [added: 2021] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| Item 1. | | [removed: [Business](#tx864235_1)] [added: [Business](#tx37951_1)] | | | 3 | |

| Item 1A. | | [Risk [removed: Factors](#tx864235_2)] [added: Factors](#tx37951_2)] | | | [removed: 30] [added: 35] | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#tx864235_3)] [added: Comments](#tx37951_3)] | | | [removed: 47] [added: 56] | |

| Item 2. | | [removed: [Properties](#tx864235_4)] [added: [Properties](#tx37951_4)] | | | [removed: 4 7] [added: 57] | |

| Item 3. | | [Legal [removed: Proceedings](#tx864235_5)] [added: Proceedings](#tx37951_5)] | | | [removed: 48] [added: 57] | |

| Item 4. | | [Mine Safety [removed: Disclosures](#tx864235_6)] [added: Disclosures](#tx37951_6)] | | | [removed: 4 8] [added: 57] | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx864235_7)] [added: Securities](#tx37951_7)] | | | [removed: 49] [added: 58] | |

| Item 6. | | [Selected Financial [removed: Data](#tx864235_8)] [added: Data](#tx37951_8)] | | | [removed: 5 1] [added: 59] | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx864235_9)] [added: Operations](#tx37951_9)] | | | [removed: 5 3] [added: 60] | |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#tx864235_10)] [added: Risk](#tx37951_10)] | | | [removed: 7 3] [added: 82] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx864235_11)] [added: Data](#tx37951_11)] | | | [removed: 7 3] [added: 82] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx864235_12)] [added: Disclosure](#tx37951_12)] | | | [removed: 7 3] [added: 82] | |

| Item 9A. | | [Controls and [removed: Procedures](#tx864235_13)] [added: Procedures](#tx37951_13)] | | | [removed: 7 3] [added: 82] | |

| Item 9B. | | [Other [removed: Information](#tx864235_14)] [added: Information](#tx37951_14)] | | | [removed: 7 5] [added: 84] | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx864235_15)] [added: Governance](#tx37951_15)] | | | [removed: 7 5] [added: 84] | |

| Item 11. | | [Executive [removed: Compensation](#tx864235_16)] [added: Compensation](#tx37951_16)] | | | [removed: 7 5] [added: 84] | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx864235_17)] [added: Matters](#tx37951_17)] | | | [removed: 7 6] [added: 85] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx864235_18)] [added: Independence](#tx37951_18)] | | | [removed: 7 6] [added: 85] | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#tx864235_19)] [added: Services](#tx37951_19)] | | | [removed: 7 6] [added: 85] | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx864235_20)] [added: Schedules](#tx37951_20)] | | | [removed: 7 7] [added: 86] | |

| Item 16. | | [Form 10-K [removed: Summary](#tx864235_21)] [added: Summary](#tx37951_21)] | | | [removed: 9 0] [added: 99] | |

[Index to Financial Statements](#INDEX)

Yes ☐ No ☒

Yes ☒ No ☐

Regulation S-T

Yes ☒ No ☐

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

Rule 12b-2

Yes ☐ No ☒

[Index to Financial Statements](#INDEX)

| | | | | | | |

| | | [Signatures](#tx37951_22) | | | 100 | |

[Index to Financial Statements](#INDEX)

December 31, 2019

No

S-T

files).

As of January 31, 2020, there were

338,427,300

| | | [Signatures](#tx864235_22) | | | 9 1 | |

[Index to Financial Statements](#INDEX)

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: 2019:][added: 2020:]

| New Hampshire | | | [removed: 2] [added: 3] | | | | [removed: 306] [added: 418] | |

| South Carolina | | | 3 | | | | [removed: 949] [added: 951] | |

In addition to the hospitals listed in the above table, we directly or indirectly operate [removed: 123] [added: 121] freestanding surgery [added: centers and 21 freestanding endoscopy] centers.

We maintain our headquarters in approximately [removed: 2,127,000] [added: 2,072,000] square feet of space in the Nashville, Tennessee area.

| California | | | 5 | | | | 1,852 | |

| Colorado | | | 7 | | | | 2,451 | |

| Florida | | | 45 | | | | 12,491 | |

| Georgia | | | 9 | | | | 2,477 | |

| Idaho | | | 2 | | | | 454 | |

| Louisiana | | | 3 | | | | 923 | |

| Nevada | | | 3 | | | | 1,452 | |

| Tennessee | | | 13 | | | | 2,632 | |

| Texas | | | 46 | | | | 13,456 | |

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

| England | | | 7 | | | | 888 | |

| | | | 185 | | | | 49,265 | |

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

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

| Florida | | | 45 | | | | 12,410 | |

| Georgia | | | 9 | | | | 2,469 | |

| Idaho | | | 2 | | | | 468 | |

| Louisiana | | | 3 | | | | 914 | |

| Mississippi | | | 1 | | | | 130 | |

| Nevada | | | 3 | | | | 1,421 | |

| Tennessee | | | 13 | | | | 2,576 | |

| Texas | | | 46 | | | | 13,395 | |

| Virginia | | | 11 | | | | 3,300 | |

| England | | | 6 | | | | 892 | |

| | | | 184 | | | | 49,035 | |

[Index to Financial Statements](#INDEX)

On [removed: January 27, 2020,] [added: February 1, 2021,] our Board of Directors [added: reinstated the quarterly dividend program and] declared a quarterly dividend of [removed: $0.43] [added: $0.48] per share on our common stock payable on March 31, [removed: 2020] [added: 2021] to stockholders of record at the close of business on March [removed: 2, 2020.][added: 17, 2021.]

During [removed: 2019,] [added: January 2020,] our Board of Directors declared [removed: four] [added: one] quarterly [removed: dividends] [added: dividend] of [removed: $0.40 per share, or $1.60] [added: $0.43] per share [removed: in the aggregate,] on our common stock.

At the close of business on February [removed: 7, 2020,] [added: 8, 2021,] there were approximately [removed: 390] [added: 400] holders of record of our common stock.

[removed: ][added: ]

| | | [removed: 12/31/2014 | | | |] 12/31/2015 | | | | 12/31/2016 | | | | 12/31/2017 | | | | 12/31/2018 | | | | 12/31/2019 | | | [added: | 12/31/2020 | | |]

The graph shows the cumulative total return to our stockholders beginning as of December 31, [removed: 2014] [added: 2015] through December 31, [removed: 2019,] [added: 2020,] 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: 2014] [added: 2015] in our common stock and in each index with the subsequent reinvestment of dividends.

During March 2020 in response to the risks the

COVID-19

pandemic presents to our business, we announced the suspension of our share repurchase programs.

There were no share repurchases of our outstanding common stock during the second through fourth quarters of 2020.

At December 31, 2020, we had $2.800 billion of repurchase authorization available under the January 2019 and 2020 authorizations.

During February 2021, our Board of Directors authorized the resumption of the share repurchase program, and an additional $6 billion was authorized for repurchases of the Company’s outstanding common stock ($8.8 billion of total repurchase authorization including the February 2021 authorization).

In response to the

COVID-19

pandemic concerns, the Company suspended its quarterly dividend program for the second, third and fourth quarters of 2020.

[Index to Financial Statements](#INDEX)

| HCA Healthcare, Inc. | | $ | 100.00 | | | $ | 109.45 | | | $ | 129.88 | | | $ | 186.23 | | | $ | 223.94 | | | $ | 250.01 | |

| S&P 500 | | | 100.00 | | | | 111.96 | | | | 136.40 | | | | 130.42 | | | | 171.49 | | | | 203.04 | |

| S&P Health Care | | | 100.00 | | | | 97.31 | | | | 118.79 | | | | 126.47 | | | | 152.81 | | | | 173.36 | |

Repurchases made during the fourth quarter of 2019, as detailed below, were made pursuant to the January 2019 share repurchase 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, 2019 through December 31, 2019 (dollars in millions, except per share amounts).

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

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

| Period | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs | | |

| October 1, 2019 through October 31, 2019 | | | 898,323 | | | $ | 120.23 | | | | 898,323 | | | $ | 1,405 | |

| November 1, 2019 through November 30, 2019 | | | 585,739 | | | $ | 136.44 | | | | 585,739 | | | $ | 1,325 | |

| December 1, 2019 through December 31, 2019 | | | 585,429 | | | $ | 143.49 | | | | 585,429 | | | $ | 1,241 | |

| Total for Fourth Quarter 2019 | | | 2,069,491 | | | $ | 131.40 | | | | 2,069,491 | | | $ | 1,241 | |

| HCA Healthcare, Inc. | | $ | 100.00 | | | $ | 92.15 | | | $ | 100.86 | | | $ | 119.69 | | | $ | 171.61 | | | $ | 206.36 | |

| S&P 500 | | | 100.00 | | | | 101.38 | | | | 113.51 | | | | 138.29 | | | | 132.23 | | | | 173.86 | |

| S&P Health Care | | | 100.00 | | | | 106.89 | | | | 104.01 | | | | 126.98 | | | | 135.19 | | | | 163.34 | |

None.

[Index to Financial Statements](#INDEX)

| --- | --- |

HCA HEALTHCARE, INC.

SELECTED FINANCIAL DATA

AS OF AND FOR THE YEARS ENDED DECEMBER 31

(Dollars in millions, except per share amounts)

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

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

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Summary of Operations: | | | | | | | | | | | | | | | | | | | | |

| Revenues | | $ | 51,336 | | | $ | 46,677 | | | $ | 43,614 | | | $ | 41,490 | | | $ | 39,678 | |

| Salaries and benefits | | | 23,560 | | | | 21,425 | | | | 20,059 | | | | 18,897 | | | | 18,115 | |

| Supplies | | | 8,481 | | | | 7,724 | | | | 7,316 | | | | 6,933 | | | | 6,638 | |

| Other operating expenses | | | 9,481 | | | | 8,608 | | | | 8,051 | | | | 7,496 | | | | 7,056 | |

| Equity in earnings of affiliates | | | (43 | ) | | | (29 | ) | | | (45 | ) | | | (54 | ) | | | (46 | ) |

| Depreciation and amortization | | | 2,596 | | | | 2,278 | | | | 2,131 | | | | 1,966 | | | | 1,904 | |

| Interest expense | | | 1,824 | | | | 1,755 | | | | 1,690 | | | | 1,707 | | | | 1,665 | |

| Losses (gains) on sales of facilities | | | (18 | ) | | | (428 | ) | | | (8 | ) | | | (23 | ) | | | 5 | |

| Losses on retirement of debt | | | 211 | | | | 9 | | | | 39 | | | | 4 | | | | 135 | |

| Legal claim (benefits) costs | | | — | | | | — | | | | — | | | | (246 | ) | | | 249 | |

| | | | 46,092 | | | | 41,342 | | | | 39,233 | | | | 36,680 | | | | 35,721 | |

| Income before income taxes | | | 5,244 | | | | 5,335 | | | | 4,381 | | | | 4,810 | | | | 3,957 | |

| Provision for income taxes | | | 1,099 | | | | 946 | | | | 1,638 | | | | 1,378 | | | | 1,261 | |

| Net income | | | 4,145 | | | | 4,389 | | | | 2,743 | | | | 3,432 | | | | 2,696 | |

| Net income attributable to noncontrolling interests | | | 640 | | | | 602 | | | | 527 | | | | 542 | | | | 567 | |

| Net income attributable to HCA Healthcare, Inc. | | $ | 3,505 | | | $ | 3,787 | | | $ | 2,216 | | | $ | 2,890 | | | $ | 2,129 | |

| Per common share data: | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share | | $ | 10.27 | | | $ | 10.90 | | | $ | 6.12 | | | $ | 7.53 | | | $ | 5.14 | |

| Diluted earnings per share | | $ | 10.07 | | | $ | 10.66 | | | $ | 5.95 | | | $ | 7.30 | | | $ | 4.99 | |

| Cash dividends declared per share | | $ | 1.60 | | | $ | 1.40 | | | | — | | | | — | | | | — | |

| Financial Position: | | | | | | | | | | | | | | | | | | | | |

| Assets | | $ | 45,058 | | | $ | 39,207 | | | $ | 36,593 | | | $ | 33,758 | | | $ | 32,744 | |

| Working capital | | | 3,439 | | | | 2,644 | | | | 3,819 | | | | 3,252 | | | | 3,716 | |

| Long-term debt, net, including amounts due within one year | | | 33,722 | | | | 32,821 | | | | 33,058 | | | | 31,376 | | | | 30,488 | |

| Noncontrolling interests | | | 2,243 | | | | 2,032 | | | | 1,811 | | | | 1,669 | | | | 1,553 | |

| Stockholders’ deficit | | | (565 | ) | | | (2,918 | ) | | | (4,995 | ) | | | (5,633 | ) | | | (6,046 | ) |

| Cash Flow Data: | | | | | | | | | | | | | | | | | | | | |

| Cash provided by operating activities | | $ | 7,602 | | | $ | 6,761 | | | $ | 5,426 | | | $ | 5,653 | | | $ | 4,734 | |

| Cash used in investing activities | | | (5,720 | ) | | | (3,901 | ) | | | (4,279 | ) | | | (3,240 | ) | | | (2,583 | ) |

| Purchase of property and equipment | | | (4,158 | ) | | | (3,573 | ) | | | (3,015 | ) | | | (2,760 | ) | | | (2,375 | ) |

| Cash used in financing activities | | | (1,771 | ) | | | (3,075 | ) | | | (1,061 | ) | | | (2,508 | ) | | | (1,976 | ) |

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: 2019.][added: 2020.]

We have audited HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of income, comprehensive income, stockholders’ [removed: deficit,] [added: equity (deficit),] and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and our report dated February [removed: 20, 2020] [added: 19, 2021] expressed an unqualified opinion thereon.

During the fourth quarter of [removed: 2019,] [added: 2020,] there [removed: have been] [added: were] no changes in our internal control over financial reporting that [removed: have] materially affected or are reasonably likely to materially affect our internal control over financial reporting.

[Index to Financial Statements](#INDEX)

[Index to Financial Statements](#INDEX)

February 19, 2021

February 20, 2020

The information required by this Item regarding the identity and business experience of our directors and executive officers is set forth under the heading “Nominees for Election” and “Election of Directors” in the definitive proxy materials of HCA to be filed in connection with our [removed: 2020] [added: 2021] 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

Information on the beneficial ownership reporting for our directors and executive officers required by this Item is contained under the caption “Delinquent Section 16(a) Reports” in the definitive proxy materials to be filed in connection with our [removed: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] Annual Meeting of Stockholders, which information is incorporated herein by reference.

[Index to Financial Statements](#INDEX)

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: 2020] [added: 2021] Annual Meeting of Stockholders, which information is incorporated herein by reference.

This table provides certain information as of December 31, [removed: 2019] [added: 2020] with respect to our equity compensation plans:

| Equity compensation plans approved by security holders | | | [removed: 16.849] [added: 13.723] | (1) | | $ | [removed: 71.79] [added: 91.53] | (1) | | | [removed: 27.211] [added: 26.139] | (2) |

| (1) | Includes [removed: 2.620] [added: 2.476] million restricted share units which vest solely based upon continued employment over a specific period of time and [removed: 3.035] [added: 2.592] million 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 90% of target for [added: 2020 and] 2019 grants and 80% of target for 2018 and prior grants) to two times the units granted (for actual performance of 110% or more of target for [added: 2020 and] 2019 grants and 120% or more of target for 2018 and prior grants). The weighted average exercise price does not take these restricted share units and performance share units into account. |

| (2) | Includes [removed: 20.328] [added: 20.274] million shares available for future grants under the [removed: 2006] [added: 2020] Stock Incentive Plan for Key Employees of HCA [removed: Holdings,] [added: Healthcare,] Inc. and its [removed: Affiliates, as Amended and Restated,] [added: Affiliates] and [removed: 6.883] [added: 5.865] million shares of common stock reserved for future issuance under the HCA Holdings, Inc. Employee Stock Purchase Plan. |

| Total | | | 13.723 | | | $ | 91.53 | | | | 26.139 | |

| Total | | | 16.849 | | | $ | 71.79 | | | | 27.211 | |

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: 2020] [added: 2021] 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: 2020] [added: 2021] Annual Meeting of Stockholders, which information is incorporated herein by reference.

[Index to Financial Statements](#INDEX)

| [removed: |] 2.1 | | [removed: |] — [removed: | |] [Agreement and Plan of Merger, dated July 24, 2006, by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 25, 2006 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406006852/g02483exv2w1.txt) |

| [removed: |] 2.2 | | [removed: |] — [removed: | |] [Merger Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc., and HCA Merger Sub LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No. 000-18406), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012310108761/g25370exv2w1.htm) |

| [removed: |] 3.1 | | [removed: |] — [removed: | |] [Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2020] (File No. 001-11239), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519212115/d757548dex31.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex31.htm)] |

| [removed: |] 3.2 | | [removed: |] — [removed: | |] [Amended and Restated Bylaws of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2020] (File No. 001-11239), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519212115/d757548dex32.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex32.htm)] |

| [removed: |] 4.1 | | [removed: |] — [removed: | |] [Description of Registered [removed: Securities.](https://www.sec.gov/Archives/edgar/data/860730/000119312520043524/d864235dex41.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex41.htm)] |

| [removed: |] 4.2 | | [removed: |] — [removed: | |] [Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517164353/d327978dex41.htm) |

| [removed: |] 4.3 | | [removed: |] — [removed: | |] [Security Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 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/g04477exv4w2.htm) |

| [removed: |] 4.4 | | [removed: |] — [removed: | |] [Pledge Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 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/g04477exv4w3.htm) |

| [removed: |] 4.5(a) | | [removed: |] — [removed: | |] [$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: |] 4.5(b) | | [removed: |] — [removed: | |] [Amendment No. 1 to the Credit Agreement, dated as of February 16, 2007, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, 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 bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014407002713/g05969exv4w7xby.htm) |

| [removed: |] 4.5(c) | | [removed: |] — [removed: | |] [Amendment No. 2 to the Credit Agreement, dated as of March 2, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, 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 bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8(c) 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/g17725exv4w8c.htm) |

| [removed: |] 4.5(d) | | [removed: |] — [removed: | |] [Amendment No. 3 to the Credit Agreement, dated as of June 18, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, 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 bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2009 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012309015791/y77817exv4w1.htm) |

| [removed: |] 4.5(e) | | [removed: |] — [removed: | |] [Extension Amendment No. 1 to the Credit Agreement, dated as of April 6, 2010, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2010 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012310033241/y83795exv10w1.htm) |

| [removed: |] 4.5(f) | | [removed: |] — [removed: | |] [Amended and Restated Joinder Agreement No. 1, dated as of November 8, 2010, by and among each of the financial institutions listed as a “Replacement-1 Revolving Credit Lender” on Schedule A thereto, HCA Inc., Bank of America, N.A., as Administrative Agent and as Collateral Agent, and the other parties listed on the signature pages thereto (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012310102905/g24969exv4w1.htm) |

| [removed: |] 4.5(g) | | [removed: |] — [removed: | |] [Restatement Agreement, dated as of May 4, 2011, by and among HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent to the Credit Agreement, dated as of November 17, 2006, as amended on February 16, 2007, March 2, 2009, June 18, 2009, April 6, 2010 and November 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 9, 2011 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311047529/y91084exv10w1.htm) |

| [removed: |] 4.5(h) | | [removed: |] — [removed: | |] [Extension Amendment No. 1, dated as of April 25, 2012, by and among HCA Inc., HCA UK Capital Limited, each of the U.S. Guarantors, each of the European Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 26, 2012 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512182997/d339048dex101.htm) |

| [removed: |] 4.5(i) | | [removed: |] — [removed: | |] [Restatement Agreement, dated as of February 26, 2014, to (i) the Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011, by and among the HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent and (ii) the U.S. Guarantee, dated as of November 17, 2006 by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 28, 2014 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514077819/d683578dex41.htm) |

| [removed: |] 4.5(j) | | [removed: |] — [removed: | |] [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 (filed as Exhibit 4.4(j) to the Company’s Annual Report on Form 10-K [removed: filed February 21, 2019] [added: for the fiscal year ended December 31, 2018] (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex44j.htm) |

| [removed: |] 4.5(k) | | [removed: |] — [removed: | |] [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 [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312520043524/d864235dex45k.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex45k.htm)] |

| [removed: |] 4.5(l) | | [removed: |] — [removed: | |] [Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of November 17, 2006, 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(m) | | [removed: |] — [removed: | |] [Joinder Agreement No. 8, dated as of July 16, 2019, 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 July 22, 2019 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519199011/d737490dex41.htm) |

| [removed: |] 4.5(n) | | [removed: |] — [removed: | |] [Joinder Agreement No. 9, dated as of October 8, 2019, 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 October 10, 2019 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519265871/d788119dex41.htm) |

| [removed: |] 4.5(o) | | [removed: |] — [removed: | |] [Joinder Agreement No. 10, dated as of November 20, 2019, 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 November 21, 2019 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519297641/d831848dex41.htm) |

| [removed: |] 4.6(a) | | [removed: |] — [removed: | |] [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(b) | | [removed: |] — [removed: | |] [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 (filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K [removed: filed February 21, 2019] [added: for the fiscal year ended December 31, 2018] (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex45b.htm) |

| [removed: |] 4.6(c) | | [removed: |] — [removed: | |] [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 [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312520043524/d864235dex46c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex46c.htm)] |

| [removed: |] 4.7(a) | | [removed: |] — [removed: | |] [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) |

| [removed: |] 4.7(b) | | [removed: |] — [removed: | |] [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 (filed as Exhibit 4.6(b) to the Company’s Annual Report on Form 10-K [removed: filed February 21, 2019] [added: for the fiscal year ended December 31, 2018] (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex46b.htm) |

| [removed: |] 4.7(c) | | [removed: |] — [removed: | |] [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 [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312520043524/d864235dex47c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex47c.htm)] |

| [removed: |] 4.8(a) | | [removed: |] — [removed: | |] [$2,500,000,000 Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4 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/y92851exv4w4.htm) |

| [removed: |] 4.8(b) | | [removed: |] — [removed: | |] [Restatement Agreement, dated as of March 7, 2014, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2014 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514093972/d690676dex41.htm) |

| [removed: |] 4.8(c) | | [removed: |] — [removed: | |] [Joinder Agreement and Amendment No. 1, dated as of October 30, 2014, to the Credit Agreement, dated as of September 30, 2011 and amended and restated as of March 7, 2014, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral [removed: agent.] [added: agent] (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 31, 2014 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514392208/d811256dex41.htm) |

| [removed: |] 4.8(d) | | [removed: |] — [removed: | |] [Restatement Agreement dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, 2011 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(e) | | [removed: |] — [removed: | |] [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 (filed as Exhibit 4.7(e) to the Company’s Annual Report on Form 10-K [removed: filed February 21, 2019] [added: for the fiscal year ended December 31, 2018] (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex47e.htm) |

| [removed: |] 4.9(a) | | [removed: |] — [removed: | |] [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(b) | | [removed: |] — [removed: | |] [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 (filed as Exhibit 4.8(b) to the Company’s Annual Report on Form 10-K [removed: filed February 21, 2019] [added: for the fiscal year ended December 31, 2018] (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex48b.htm) |

| [removed: |] 4.9(c) | | [removed: |] — [removed: | |] [Schedule of Omitted Supplements to the Security Agreement dated as of September 30, 2011, filed pursuant to Instruction 2 to Item 601 of Regulation [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312520043524/d864235dex49c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex49c.htm)] |

| [removed: |] 4.10(a) | | [removed: |] — [removed: | |] [General Intercreditor Agreement, dated as of November 17, 2006, between Bank of America, N.A., as First Lien Collateral Agent, and The Bank of New York, as Junior Lien Collateral Agent (filed as Exhibit 4.13(a) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex413a.htm) |

| [removed: |] 4.10(b) | | [removed: |] — [removed: | |] [Receivables Intercreditor Agreement, dated as of November 17, 2006, among Bank of America, N.A., as ABL Collateral Agent, Bank of America, N.A., as CF Collateral Agent and The Bank of New York, as Bonds Collateral Agent (filed as Exhibit 4.13(b) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex413b.htm) |

| [removed: |] 4.10(c) | | [removed: |] — [removed: | |] [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, [removed: 2009,] [added: 2009 (File No. 001-11239),] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012309007358/y76646exv4w5.htm) |

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[Index to Financial Statements](#INDEX)

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[Index to Financial Statements](#INDEX)

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[Index to Financial Statements](#INDEX)

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| | 4.68 | | | — | | [Form of 5 1/4% Senior Secured Notes due 2049 (included in Exhibit 4.65).](http://www.sec.gov/Archives/edgar/data/860730/000119312519171339/d763409dex44.htm) |

Dated: February [removed: 20, 2020][added: 19, 2021]

| [removed: /s/ Samuel] [added: /S/ SAMUEL] N. [removed: Hazen] [added: HAZEN] Samuel N. Hazen | | Chief Executive Officer and Director (Principal Executive Officer) | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ William] [added: /S/ WILLIAM] B. [removed: Rutherford] [added: RUTHERFORD] William B. Rutherford | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ Thomas] [added: /S/ THOMAS] F. [removed: Frist] [added: FRIST] III Thomas F. Frist III | | Chairman and Director | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ Meg] [added: /S/ MEG] G. [removed: Crofton] [added: CROFTON] Meg G. Crofton | | Director | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ Robert] [added: /S/ ROBERT] J. [removed: Dennis] [added: DENNIS] Robert J. Dennis | | Director | | February [removed: 20, 2020] [added: 19, 2021] |

| /s/ [removed: Nancy-Ann DeParle] [added: NANCY\-ANN DEPARLE] Nancy-Ann DeParle | | Director | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ William] [added: /S/ WILLIAM] R. [removed: Frist] [added: FRIST] William R. Frist | | Director | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ Charles] [added: /S/ CHARLES] O. [removed: Holliday, Jr.] [added: HOLLIDAY, JR.] Charles O. Holliday, Jr. | | Director | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ Michael] [added: /S/ MICHAEL] W. [removed: Michelson] [added: MICHELSON] Michael W. Michelson | | Director | | February [removed: 20, 2020] [added: 19, 2021] |

| [removed: /s/ Wayne] [added: /S/ WAYNE] J. [removed: Riley] [added: RILEY] Wayne J. Riley | | Director | | February [removed: 20, 2020] [added: 19, 2021] |

HCA [removed: HEALTHCARE, INC.][added: Healthcare, Inc.’s facilities are located]

| [Report of Independent Registered Public Accounting [removed: Firm](#fin864235_1)] [added: Firm](#fin37951_1)] | | | [removed: F- 2] [added: F-2] | |

| [Consolidated Income Statements for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin864235_2)] [added: 2018](#fin37951_2)] | | | [removed: F- 5] [added: F-5] | |

| [Consolidated Comprehensive Income Statements for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin864235_3)] [added: 2018](#fin37951_3)] | | | [removed: F- 6] [added: F-6] | |

| [Consolidated Balance Sheets, December 31, [removed: 2019] [added: 2020] and [removed: 2018](#fin864235_4)] [added: 2019](#fin37951_4)] | | | [removed: F- 7] [added: F-7] | |

| [Consolidated Statements of Stockholders’ [removed: Deficit] [added: Equity (Deficit)] for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin864235_5)] [added: 2018](#fin37951_5)] | | | [removed: F- 8] [added: F-8] | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin864235_6)] [added: 2018](#fin37951_6)] | | | [removed: F- 9] [added: F-9] | |

| [Notes to Consolidated Financial [removed: Statements](#fin864235_7)] [added: Statements](#fin37951_7)] | | | [removed: F- 10] [added: F-10] | |

We have audited the accompanying consolidated balance sheets of HCA Healthcare, Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, stockholders’ [removed: deficit] [added: equity (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 20, 2020] [added: 19, 2021] expressed an unqualified opinion thereon.

[added: No.] 2016-02,

| Description of the Matter | | For the year ended December 31, [removed: 2019,] [added: 2020,] the Company’s revenues were [removed: $51.336] [added: $51.533] billion. As discussed in Note 1 to the consolidated financial statements, revenues are based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care, commercial, and governmental insurance plans are based upon the payment terms specified in the related contractual agreements or as mandated under government payer programs. Management continually reviews the contractual allowances estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care insurance coverage may have discounts applied (uninsured discounts and contractual discounts). The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues and accounts receivable at the estimated amounts the Company expects to collect. The primary collection risks relate to uninsured patient accounts, including amounts owed from patients after insurance has paid the amounts covered by the applicable agreement. Implicit price concessions relate primarily to amounts due directly from patients and are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Auditing management’s estimates of contractual allowances and implicit price concessions was complex and judgmental due to the significant data inputs and subjective assumptions utilized in determining related amounts. |

| Description of the Matter | | At December 31, [removed: 2019,] [added: 2020,] the Company’s reserves for professional liability risks were [removed: $1.827] [added: $1.963] billion and the Company’s related provision for losses for the year ended December 31, [removed: 2019] [added: 2020] was [removed: $497] [added: $435] million. As discussed in Note 1 to the consolidated financial statements, reserves for professional liability risks represent the estimated ultimate cost of all reported and unreported losses incurred and unpaid as of the [added: consolidated balance sheet date. Management determines professional liability reserves and provisions for losses using individual case-basis valuations and actuarial analyses. Trends in the average frequency (number of claims) and ultimate average severity (cost per claim) of claims are significant assumptions in estimating the reserves.] |

| | | [removed: consolidated balance sheet date. Management determines professional liability reserves and provisions for losses using individual case-basis valuations and actuarial analyses. Trends in the average frequency (number of claims) and ultimate average severity (cost per claim) of claims are significant assumptions in estimating the reserves.] Auditing management’s professional liability claims reserves was complex and judgmental due to the significant estimations required in determining the reserves, particularly the actuarial methodology and assumptions related to the severity and frequency of claims. |

FOR THE YEARS ENDED DECEMBER 31, [removed: 2019, 2018] [added: 2020, 2019] AND [removed: 2017][added: 2018]

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Revenues | | $ | [removed: 51,336] [added: 51,533] | | | $ | [removed: 46,677] [added: 51,336] | | | $ | [removed: 43,614] [added: 46,677] | |

| Salaries and benefits | | | [removed: 23,560] [added: 23,874] | | | | [removed: 21,425] [added: 23,560] | | | | [removed: 20,059] [added: 21,425] | |

| Supplies | | | [removed: 8,481] [added: 8,369] | | | | [removed: 7,724] [added: 8,481] | | | | [removed: 7,316] [added: 7,724] | |

| Other operating expenses | | | [removed: 9,481] [added: 9,307] | | | | [removed: 8,608] [added: 9,481] | | | | [removed: 8,051] [added: 8,608] | |

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

| Depreciation and amortization | | | [removed: 2,596] [added: 2,721] | | | | [removed: 2,278] [added: 2,596] | | | | [removed: 2,131] [added: 2,278] | |

| Interest expense | | | [removed: 1,824] [added: 1,584] | | | | [removed: 1,755] [added: 1,824] | | | | [removed: 1,690] [added: 1,755] | |

| [removed: Gains] [added: Losses (gains)] on sales of facilities | | | [removed: (18] [added: 7] | [removed: )] | | | [removed: (428] [added: (18] | ) | | | [removed: (8] [added: (428] | ) |

| Losses on retirement of debt | | | [removed: 211] [added: 295] | | | | [removed: 9] [added: 211] | | | | [removed: 39] [added: 9] | |

| | | | [removed: 46,092] [added: 46,103] | | | | [removed: 41,342] [added: 46,092] | | | | [removed: 39,233] [added: 41,342] | |

| Income before income taxes | | | [removed: 5,244] [added: 5,430] | | | | [removed: 5,335] [added: 5,244] | | | | [removed: 4,381] [added: 5,335] | |

| Provision for income taxes | | | [removed: 1,099] [added: 1,043] | | | | [removed: 946] [added: 1,099] | | | | [removed: 1,638] [added: 946] | |

[Index to Financial Statements](#INDEX)

[Index to Financial Statements](#INDEX)

[Index to Financial Statements](#INDEX)

[Index to Financial Statements](#INDEX)

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[Index to Financial Statements](#INDEX)

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February 19, 2021

[Index to Financial Statements](#INDEX)

[Index to Financial Statements](#INDEX)

| | | | (43 | ) | | | (50 | ) | | | 65 | |

| | | | (42 | ) | | | (67 | ) | | | 13 | |

[Index to Financial Statements](#INDEX)

| | | | 12,333 | | | | 11,196 | |

| | | | 49,317 | | | | 47,235 | |

| | | | 23,199 | | | | 22,715 | |

| | | $ | 47,490 | | | $ | 45,058 | |

| | | | 8,704 | | | | 7,757 | |

| Capital in excess of par value | | | 294 | | | | — | |

| | | | 2,892 | | | | (565 | ) |

| | | $ | 47,490 | | | $ | 45,058 | |

[Index to Financial Statements](#INDEX)

| Comprehensive income (loss) | | | | | | | | | | | | | | | (42 | ) | | | 3,754 | | | | 633 | | | | 4,345 | |

| Repurchase of common stock | | | (3.287 | ) | | | | | | | | | | | | | | | (441 | ) | | | | | | | (441 | ) |

| Cash dividends declared ($0.43 share) | | | | | | | | | | | | | | | | | | | (150 | ) | | | | | | | (150 | ) |

| Distributions | | | | | | | | | | | | | | | | | | | | | | | (626 | ) | | | (626 | ) |