HCA Healthcare (HCA) 10-K risk factor changes: FY2021 vs FY2020

Our business is subject to the following [removed: principal] [added: material] risks and uncertainties.

is significantly affecting our [removed: operations,] [added: operations and could affect our] business and financial condition.

On March 11, 2020, the World Health Organization [removed: declared the outbreak]

[removed: of COVID-19,][added: COVID-19]

[removed: is] [added: continues to] significantly [removed: affecting] [added: affect] our employees, patients, hospitals, communities and business operations, as well as the U.S. economy and financial markets.

the COVID-19 [removed: crisis][added: pandemic]

[removed: continues to evolve, the] [added: The] full extent to which

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

[removed: For example, we] [added: We] are [removed: not able] [added: unable] to predict [removed: or control] the severity or duration of the pandemic, including whether there will be additional periods of increases in the number of

cases in areas in which we operate, the [removed: rollout] [added: availability, utilization] and [removed: availability] [added: effectiveness] of [removed: effective] medical treatments and [removed: vaccines,] [added: vaccines (including booster shots),] the efficacy of public health controls, [removed: including vaccines,] or the impact of any mutations of the virus.

[removed: Due to the concentration of our hospitals in Texas and Florida, we] [added: We] are particularly sensitive to the increase in

cases in [removed: those states] [added: Texas and Florida,] where the pandemic could have a disproportionate effect on our business.

in the markets we serve and continue to take and support measures to try to limit the spread of the virus and to mitigate [added: the burden on the health care system.]

pandemic, which has required and will continue to require a substantial investment of time and resources across our enterprise, [added: and] which may [added: affect management focus and] impact our ability to properly prioritize and successfully execute on the Company’s other strategic initiatives.

Although we [removed: are implementing] [added: have implemented] considerable safety measures, treatment

Despite considerable efforts to source vital supplies, we have experienced and may continue to experience supply chain disruptions, including delays and price increases in equipment, pharmaceuticals and medical supplies, [removed: particularly PPE,] and [removed: we may experience] [added: supply] shortages.

In addition, restrictive measures taken [added: by governmental authorities] to address the

pandemic [added: have impacted, and] may [removed: impact] [added: continue to impact,] the availability of employed and contract labor staffing for corporate support services, including, but not limited to, coding, billing, collection and other business office functions, which could adversely affect our execution of established control procedures that may not be sufficiently mitigated through execution of our business continuity plans.

[removed: Staffing,] [added: Continued staffing,] equipment, laboratory resources and pharmaceutical and medical supplies shortages may impact our ability to schedule, admit and treat patients.

pandemic has also resulted in an increased number of early retirements in our [removed: workforce and resulted in fewer graduate nurses being able to enter the] workforce.

The combined impact of these factors, despite our efforts to mitigate their effect, could result in reduced employee morale and increased exposure to labor unrest, work stoppages or other workforce [removed: disruptions.][added: disruptions, which effects may last beyond the duration of the pandemic.]

[removed: orders,] [added: pandemic, including restrictions on elective procedures,] and other restrictive [removed: measures] [added: measures,] have reduced, and may in the future reduce, the volume of procedures performed at our facilities, as well as the volume of emergency room and physician office visits unrelated

[removed: to COVID-19.][added: COVID-19]

We may [removed: continue] [added: be required] to cancel elective procedures and close or reduce operating hours at our facilities in the future.

Although [removed: some] social contact restrictions have eased across the U.S. and most states have lifted moratoriums on

We [removed: are currently] [added: have also] selectively [removed: suspending] [added: suspended] elective procedures at certain facilities based upon local

cases at our [removed: hospitals contributed to an increase in patient acuity and] [added: hospitals, which] led to [removed: an increase in] [added: increased] reimbursements.

[added: including patient acuity levels,] in future periods may vary, [added: and] could exert unpredictable and potentially negative effects on clinical performance metrics that impact reimbursement levels and could adversely affect our results of operations.

[removed: Some] [added: Even as government or industry-adopted restrictions are lifted, some] individuals may choose to postpone medical care (including long-term care) for an undetermined period of [removed: time even in the absence of government or industry-adopted restrictions.][added: time.]

[removed: of] pre-pandemic [removed: patient]

[added: patient] volumes or the ultimate impact on demand.

including [removed: high] [added: inflationary pressures, supply chain disruptions, labor shortages, increased] unemployment and underemployment rates and reduced consumer spending and confidence, also affect our service mix, revenue mix, payer mix and patient volumes, as well as our ability to collect outstanding receivables.

or [added: otherwise affecting] the U.S. health care [removed: system,] [added: system in connection with the pandemic,] which could result in direct or indirect restrictions to our business, financial condition, results of operations and cash flow.

Our professional and general liability insurance, a portion of which is provided through [removed: a 100% owned] [added: our] insurance subsidiary, may not cover all claims against us.

If general economic [removed: conditions continue to] [added: conditions, including inflation,] deteriorate or remain [added: volatile or] uncertain for an extended period of time, our liquidity and ability to repay our outstanding debt may be harmed and the trading price of our common stock could decline.

any of which could have a [removed: material] [added: material,] adverse effect on our results of operations and financial position.

There is [added: still] a high degree of uncertainty [removed: regarding] [added: surrounding] the [removed: implementation and] [added: ongoing] impact of the CARES Act and [added: related legislation passed and] other [removed: existing or future stimulus legislation, if any.][added: efforts taken in response to the]

There can be no assurance as to the total amount of financial assistance or types of assistance we will receive, that we will be able to comply with the applicable terms and conditions to retain such assistance, [added: or] that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for health care [removed: providers or that additional stimulus legislation will be enacted.][added: providers.]

[removed: In total,] [added: Together,] the CARES Act, the [removed: PPPHCE] [added: Paycheck Protection Program and Health Care Enhancement (“PPPHCE”)] Act, [added: the CAA,] and the [removed: CAA] [added: ARPA] authorize [removed: $178] [added: over $186] billion in funding to be distributed to hospitals and other health care providers through the Public Health and Social Services Emergency Fund (“PHSSEF”), also known as the Provider Relief Fund.

These funds are intended to reimburse eligible providers and suppliers for [removed: healthcare-related] [added: health care-related] expenses or lost revenues attributable [added: to the]

pandemic amplifies and exacerbates many of the risks we face in our business operations, including those discussed below.

HHS first declared a PHE due to the

pandemic in January 2020 and has since then continuously renewed this declaration.

designated COVID-19

as a global pandemic.

Although certain economic conditions improved throughout 2021, the pandemic continues to evolve.

For example, the spread of differing variants of

led to the reintroduction of certain public health controls during the second half of 2021.

In addition, the impact of labor shortages across the health care industry may result in other health care facilities, such as nursing homes, limiting admissions, which may constrain our ability to discharge patients to

such facilities and further exacerbate the demand on our resources, supplies and staffing.

Actions taken by governmental authorities in response to the

Some state and local governments have issued orders or imposed rules affecting hospital capacity in order to prepare for and manage surges in

Beginning in 2020 and continuing through 2021, we experienced increased patient acuity as a result of

While patient volumes began rebounding in the second quarter of 2021 as the effects of the pandemic moderated and pandemic-related restrictions and policies were eased, we experienced a resurgence in COVID-19 cases in the latter half of 2021, further impacting the return to pre-pandemic levels.

As such, we cannot provide assurances as to the continued recovery and stability of

It is possible that the

pandemic could impact patient behavior beyond the duration of the pandemic.

We are unable to predict the ultimate impact of the CARES Act and other existing or future stimulus and relief legislation, if any, or the effect that such legislation and other governmental responses intended to assist providers in responding to

may have on our business, financial condition, results of operations or cash flows.

In response to the

pandemic, federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist health care providers in providing care to

and other patients and to provide financial relief to health care providers.

and also made targeted distributions to specific provider types and industry segments, including providers in areas particularly impacted by

The CARES Act and related legislation also make other forms of financial assistance available to health care providers.

For example, CMS has increased payment under the hospital inpatient PPS by 20% for discharges of individuals diagnosed with COVID-19 and provides an add-on payment for eligible inpatient cases that use certain new products to treat COVID-19.

Congress further delayed these sequestration cuts through March 31, 2022, and reduced the sequestration adjustment to 1% from April 1 through

June 30, 2022, but increased the reductions set for 2030.

The APRA, in addition to providing funding for health care providers, increases the federal budget deficit in a manner that triggers an additional statutorily mandated sequestration under the PAYGO Act.

As a result, an additional Medicare payment reduction of up to 4% was required to take effect in January 2022.

However, Congress has delayed implementation of this payment reduction until 2023.

Beyond financial assistance, federal and state governments have enacted legislation, established regulations and issued waivers intended to expand access to and payment for telehealth services, increase access to medical supplies and equipment, prioritize review of drug applications to help with shortages of emergency drugs, and ease various legal and regulatory burdens on health care providers.

rates at which such financing is available.

also pledged as collateral under our first lien notes.

However, the Federal Reserve Board, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation have encouraged banks to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate no later than December 31, 2021.

The Federal Reserve Board, together with the Alternative Reference Rates Committee, has chosen the Secured Overnight Financing Rate (“SOFR”) as the recommended risk-free reference rate.

At this time, it is not possible to predict the effect any discontinuance, modification or other reforms to LIBOR, or the establishment of alternative reference rates such as SOFR, or any other reference rate, will have on us or our borrowing costs.

As of December 31, 2021, we also had a $500 million interest rate swap agreement based on LIBOR that is scheduled to expire on December 30, 2022.

In addition, federal and state laws and regulations may increase our costs of maintaining qualified nurses and other medical support personnel.

We operate in several states that have adopted mandatory nurse-staffing ratios.

If these states reduce mandatory nurse-staffing ratios or additional states in which we operate adopt mandatory nurse-staffing ratios, such changes could significantly affect labor costs and have an adverse impact

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

a disease caused by this novel coronavirus, a pandemic.

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

As

the COVID-19 outbreak

[Index to Financial Statements](#INDEX)

the burden on the health care system.

Restrictions on elective procedures, travel bans, social distancing, quarantines and

stay-at-home

and

shelter-in-place

In the last two weeks of March 2020 and in the second quarter of 2020, we cancelled a substantial amount of elective procedures at our facilities and closed or reduced operating hours at a significant number of our surgery centers that specialize in elective procedures, resulting in significantly reduced patient volumes and operating revenues.

Some state and local governments are limiting hospital volume by requiring a minimum percentage of vacant beds in case of a surge in

During the second half of 2020, we believe

At this time, we believe that certain of the patient volume declines we are experiencing reflect a deferral of health care services utilization to a later period, rather than a permanent reduction in demand for our services; however, we cannot provide assurances as to the recovery

current COVID-19 pandemic

Furthermore, the

may cause disruption in the financial markets and banking industry.

The CARES Act is a $2 trillion economic stimulus package signed into law on March 27, 2020, in response to

the COVID-19 pandemic.

In an effort to stabilize the U.S. economy, the CARES Act provides for cash payments to individuals and loans and grants to small businesses, among other measures.

The Paycheck Protection Program and Health Care Enhancement (“PPPHCE”) Act and the CAA, both expansions of the CARES Act that include additional emergency appropriations, were signed into law on April 24, 2020 and December 27, 2020, respectively.

to be distributed proportional to providers’ share of 2018 net patient revenue.

HHS distributed $18 billion to eligible Medicaid and CHIP providers that did not receive a payment from the general distribution allocation and $14.4 billion to safety net hospitals.

In addition, HHS has made targeted distributions for providers in areas particularly impacted by

HHS has not yet announced the precise method by which all future payments from the PHSSEF will be determined or allocated, so the potential impact to us is not currently known.

CMS is no longer accepting applications from hospitals and other Medicare Part A providers for accelerated payments and has suspended the advance payment program for physicians and other Medicare Part B providers.

Recoupment of accelerated payments was due to begin in August 2020, but CMS has delayed the recoupment process for these payments, based on amended repayment terms imposed by the Continuing Appropriations Act, 2021 and Other Extensions Act, enacted October 1, 2020, until one year after payment was issued.

However, repayments can be made at any time.

In addition to financial assistance, the CARES Act and related legislation include provisions intended to increase access to medical supplies and equipment and ease financial, legal and regulatory burdens on health care providers.

add-on

payment under the hospital inpatient PPS for care provided to patients with

expand access to and payment for telehealth services under Medicare, prioritize review of drug applications to help with shortages of emergency drugs, delay Medicaid DSH reductions, and provide funding to reimburse providers for conducting

testing for the uninsured.

Due to the recent enactment of the CARES Act, the PPPHCE Act, the CAA and other enacted legislation, there is still a high degree of uncertainty surrounding their implementation, and the

legislation, if any, or whether we shall retain, return or repay any future assistance, and it is difficult to predict the impact of such legislation on our operations.

364-day

term loan facility (which was terminated during January 2021).

Notwithstanding this possible extension, a joint statement by key regulatory authorities called on banks to cease entering into new contracts that use LIBOR as a reference rate by no later than December 31, 2021, and it is impossible to predict whether LIBOR rates will continue to be published or supported after the end of 2021.

If LIBOR becomes unavailable, the interest rate applicable to our floating rate debt will be calculated based on an alternative, comparable or successor rate, which may have a material adverse impact on the cost of the floating rate portion of our indebtedness.

includes certain disclosures [removed: which] [added: that] contain “forward-looking [removed: statements”] [added: statements,”] within the meaning of the federal securities laws, which involve risks and uncertainties.

including, without limitation, the length and severity of the [removed: pandemic;] [added: pandemic and] the [added: spread of virus strains with new epidemiological characteristics; the] volume of canceled or rescheduled procedures and the volume of

pandemic; the impact and terms of government and administrative regulation and stimulus [added: and relief measures] (including the Families First Coronavirus Response Act, the Coronavirus Aid, [removed: Relief] [added: Relief,] and Economic Security (“CARES”) Act, the Paycheck Protection Program and Health Care Enhancement Act, the Consolidated Appropriations Act, [added: 2021, the American Rescue Plan Act of] 2021 [added: (“ARPA”)] and other enacted and potential future [removed: legislation);] [added: legislation) and whether various stimulus and relief programs continue or new similar programs are enacted in the future;] 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 [removed: disruptions;] [added: disruptions, including the impact of any current or future vaccine mandates;] supply shortages and disruptions; and the [removed: timing and] [added: timing,] availability [added: and adoption] of effective medical treatments and [removed: vaccines,] [added: vaccines (including boosters),] (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

[removed: pandemic] [added: pandemic,] which could impact us from a financial perspective, (3) the impact of [added: current and future federal and state health reform initiatives and possible changes to other federal, state or local laws and regulations affecting] the [added: health care industry, including, but not limited to, the] Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”), [removed: including] [added: and] the effects of [removed: court challenges to, any repeal of, or] [added: additional] changes [removed: to,] [added: to] the Affordable Care [removed: Act or additional changes to] [added: Act,] its implementation, [removed: the possible enactment of additional federal] or [removed: state health care reforms] [added: interpretation (including through executive orders] and [removed: possible changes to other federal, state or local laws or regulations affecting the health care industry, including] [added: court challenges), and] 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

[added: 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] underinsured population, (8) [added: increases in wages and] the [added: ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (9) the] highly competitive nature of the health care business, [removed: (9)] [added: (10)] 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: (10)] [added: (11)] the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, [removed: (11)] [added: (12)] the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, [removed: (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,] (13) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (14) changes in accounting practices, (15) changes in general economic conditions nationally and regionally in our markets, including [added: inflation and] economic and business conditions (and the impact thereof on the economy, financial markets and banking industry) resulting from the

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, (21) potential adverse impact of known and unknown government investigations, litigation and other claims that may be made against us, (22) the impact of potential cybersecurity incidents or security breaches, (23) our ongoing ability to demonstrate meaningful use of certified electronic health record (“EHR”) technology and the impact of interoperability requirements, (24) the impact of natural disasters, such as hurricanes and floods, or similar events beyond our control, (25) changes in [removed: 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 (26) other risk factors described in this annual report on Form

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 [removed: that] were implemented by federal, state and local governments in response to the

[removed: 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.

Because of these [removed: and other] uncertainties, we cannot estimate how long or [removed: how severely] [added: to what extent] the pandemic will impact our [removed: business.][added: operations.]

[removed: 2020] [added: 2021] Operations Summary

Net income attributable to HCA Healthcare, Inc. totaled [removed: $3.754] [added: $6.956] billion, or [removed: $10.93] [added: $21.16] per diluted share, for [removed: 2020,] [added: 2021,] compared to [removed: $3.505] [added: $3.754] billion, or [removed: $10.07] [added: $10.93] per diluted share, for [removed: 2019.][added: 2020.]

The 2020 results [removed: included] [added: also include] $60 million, or $0.13 per diluted share, of employee retention payroll tax credits, as provided for by the CARES Act.

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

The [removed: 2019] [added: 2020] results include [removed: gains] [added: losses] on sales of facilities of [removed: $18] [added: $7] million, or [removed: $0.04] [added: $0.02] per diluted share, and losses on retirement of debt of [removed: $211] [added: $295] million, or [removed: $0.47] [added: $0.66] per diluted share.

Revenues for 2020 [added: also] include [removed: $55 million, or $0.12 per diluted share, related to the settlement of Medicare outlier calculations for prior periods and] $69 million, or $0.15 per diluted share, related to the resolution of transaction price differences regarding certain services performed in prior periods.

Revenues for [removed: 2019] [added: 2020 also] include [removed: $86] [added: $69] million, or [removed: $0.19] [added: $0.15] per diluted share, related to the resolution of transaction price differences regarding certain services performed in prior periods.

During [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we recorded reductions to the provision for professional liability risks of [removed: $112] [added: $87] million, or [removed: $0.25] [added: $0.20] per diluted share, and [removed: $50] [added: $112] million, or [removed: $0.11] [added: $0.25] per diluted share, respectively.

Our provisions for income taxes for [removed: 2020] [added: 2021] and [removed: 2019 included] [added: 2020 include] tax benefits of [removed: $92] [added: $119] million, or [removed: $0.27] [added: $0.36] per diluted share, and [removed: $65] [added: $92] million, or [removed: $0.19] [added: $0.27] per diluted share, respectively, related to employee equity award settlements.

Shares used for diluted earnings per share were [removed: 343.605] [added: 328.752] million shares and [removed: 348.226] [added: 343.605] million shares for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Revenues increased [added: 14.0%] to [added: $58.752 billion for 2021 from] $51.533 billion for 2020 [added: and increased 0.4% for 2020] from $51.336 billion for 2019.

Revenues increased [removed: 0.4%] [added: 14.0%] and [removed: declined 0.1%,] [added: 14.4%,] respectively, on a consolidated basis and on a same facility basis for [removed: 2020,] [added: 2021,] compared to [removed: 2019.][added: 2020.]

The consolidated revenues increase can be primarily attributed to the [removed: net] [added: combined] impact of a [removed: 10.5%] [added: 6.8%] increase in revenue per equivalent admission [removed: offset by] [added: and] a [removed: 9.2% decline] [added: 6.8% increase] in equivalent admissions.

[removed: 2020] [added: 2021] Operations Summary (continued)

[removed: resulted] [added: The 0.1% decline for 2020 can be] primarily [removed: from] [added: attributed to] the net impact of a 9.3% decline in same facility equivalent admissions offset by a 10.1% increase in same facility revenue per equivalent admission.

[removed: During 2020, consolidated admissions declined 4.7% and same] [added: Same] facility admissions [added: increased 4.8% during 2021 compared to 2020 and] declined [removed: 4.8%,] [added: 4.8% during 2020] compared to 2019.

Inpatient surgical volumes declined [removed: 7.8%] [added: 0.1%] on [removed: both] a consolidated basis and [added: increased 0.4%] on a same facility basis during [removed: 2020,] [added: 2021,] compared to [removed: 2019.][added: 2020.]

Outpatient surgical volumes [removed: declined 12.6%] [added: increased 14.2%] on a consolidated basis and [removed: declined 12.4%] [added: increased 14.1%] on a same facility basis during [removed: 2020,] [added: 2021,] compared to [removed: 2019.][added: 2020.]

[removed: Emergency] [added: Same facility emergency] room visits [removed: declined 18.7% on a consolidated basis] [added: increased 15.1% during 2021 compared to 2020] and declined 18.8% [removed: on a same facility basis] during [removed: 2020,] [added: 2020] compared to 2019.

The estimated cost of total uncompensated care declined [removed: $250] [added: $133] million for [removed: 2020,] [added: 2021,] compared to [removed: 2019.][added: 2020.]

Consolidated and same facility uninsured admissions [removed: both] declined [removed: 7.0%,] [added: 4.4%] and [added: 3.5%, respectively, and] consolidated and same facility uninsured emergency room visits declined [removed: 20.9%] [added: 7.8%] and [removed: 21.0%,] [added: 6.3%,] respectively, for [removed: 2020,] [added: 2021,] compared to [removed: 2019.][added: 2020.]

Interest expense totaled [removed: $1.584] [added: $1.566] billion for [removed: 2020,] [added: 2021,] compared to [removed: $1.824] [added: $1.584] billion for [removed: 2019.][added: 2020.]

The [removed: $240] [added: $18] million decline in interest expense for [removed: 2020] [added: 2021] was due to [removed: declines] [added: a decline] in [removed: both] the average [removed: debt balance and the] effective interest rate.

Cash flows from operating activities [removed: increased $1.630 billion,] [added: declined $273 million,] from [removed: $7.602] [added: $9.232] billion for [removed: 2019] [added: 2020] to [removed: $9.232] [added: $8.959] billion for [removed: 2020.][added: 2021.]

The [removed: increase] [added: decline] in cash flows from operating activities was [removed: primarily] related to [added: a negative change in working capital items of $1.781 billion, primarily from an increase in accounts receivable, offset by] the increase in net income, excluding [added: the non-cash impact of] losses and gains on sales of [removed: facilities and] [added: facilities,] losses on retirement of [removed: debt, of $330 million and positive changes in working capital items of $1.366 billion, primarily from the increases in accounts payable] [added: debt] and [removed: accrued expenses] [added: depreciation] and [removed: the collection of accounts receivable.][added: amortization.]

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

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 [removed: facilities and] [added: facilities,] imaging [removed: centers,] [added: centers and home health and hospice services,] as well as seeking to improve coordination of care and patient retention across our markets.

[added: 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.

Recruit and Employ Physicians to Meet the [removed: Needs] [added: Need] for High Quality Health Services.

We believe our centrally managed business processes and ability to leverage cost-saving practices [removed: across our extensive network will enable us to continue to manage costs effectively.]

We believe the challenges faced by the hospital industry may continue to spur [removed: consolidation] [added: consolidation,] and we believe our size, scale, national presence and access to capital will position us well to participate in any such consolidation.

pandemic, (4) the effects related to the implementation of sequestration spending reductions required under the Budget Control Act of 2011, related legislation extending these reductions, and those required under the

Pay-As-You-Go

Act of 2010 (“PAYGO Act”) as a result of the federal budget deficit impact of the ARPA, and the potential for future deficit reduction legislation that may alter these spending reductions, which include cuts to Medicare payments, or

Pandemic

pandemic.

During the second quarter of 2021, our patient volumes improved as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased.

For the remainder of 2021, our patient volumes exhibited consistent growth over the prior year, with the exception of inpatient surgeries, and included a resurgence of

admissions and the

re-imposition

of pandemic-related restrictions in certain markets.

pandemic’s impact on our operating results and financial condition has

Pandemic (continued)

The 2021 results include gains on sales of facilities of $1.620 billion, or $3.69 per diluted share, and losses on retirement of debt of $12 million, or $0.03 per diluted share.

Revenues for 2021 and 2020, respectively, include $33 million, or $0.07 per diluted share, and $55 million, or $0.12 per diluted share, related to the settlement of Medicare outlier calculations for prior periods.

During 2021, we repurchased 37.812 million shares of our common stock.

The same facility revenues increase resulted primarily from the combined impact of a 6.3% increase in revenue per equivalent admission and a 7.6% increase in equivalent admissions.

best-in-class

economies of scale.

across our extensive network will enable us to continue to manage costs effectively.

Patients treated at hospitals for

non-elective

The federal poverty level is

We believe adequate reserves have been recorded for our professional liability claims; however, due to the complexity of the claims, the extended period of time to resolve

| Effect of new retroactive reinsurance contracts | | | (26 | ) | | | — | | | | — | |

Interest

Income Taxes (continued)

during 2020 compared to 2019, primarily driven by the pandemic-related impact on outpatient surgeries.

During the second quarter of 2021, our patient volumes improved as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased.

For the remainder of 2021, our patient volumes exhibited consistent growth over the prior year, with the exception of inpatient surgeries, and included a resurgence of

admissions.

The decline in uninsured admissions in 2021, compared to 2020, was primarily due to the reimbursement received, as provided for under the Families First Coronavirus Response Act and subsequent legislation, for uninsured patients diagnosed with

and the resulting classification of those patients as an insured admission, as well as general declines in patient volumes resulting from the pandemic’s impact on our operations.

The decline in uninsured admissions in 2020, compared to 2019, was primarily due to general declines in patient volumes resulting from the pandemic’s impact on our operations.

| | | 2021 | | | | 2020 | | | | 2019 | | |

| | | 2021 | | | | 2020 | | | | 2019 | | |

Without an extension, the waiver would expire September 30, 2022.

While the lawsuit is pending, the Texas Health and Human Services Commission (“Texas HHSC”) has re-submitted its application to extend the Texas Waiver Program.

Additionally, the Texas HHSC’s proposed directed payment program has not yet been renewed for the current program year that began September 1, 2021.

Our supplemental Medicaid revenues from the directed payment program have been, and will continue to be, negatively impacted until the Texas HHSC and CMS finalize certain components of the program.

| | | 2021 | | | | | | | | 2020 | | | | | | | | 2019 | | | | | | |

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)

Pandemic and CARES Act Funding

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

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.

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; and changes in professional and general liability exposure.

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.

The same facility revenues decline

We believe these initiatives will continue to improve

Revenues (continued)

interpretation of the applicable laws, regulations and contract terms.

Due to the complexities involved in the classification and documentation of health care services authorized and provided, the estimation of revenues earned and the related reimbursement are often subject to interpretations that could result in payments that are different from our estimates.

The adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the respective year resulted in net increases to revenues of $70 million, $51 million and $29 million in 2020, 2019 and 2018, respectively.

The adjustments to estimated reimbursement amounts related primarily to cost reports filed during previous years resulted in a net reduction to revenues of $5 million in 2020 and net increases to revenues of $13 million and $51 million in 2019 and 2018, respectively.

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

These routine, quarterly changes

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

Once the case reserves for known

Professional Liability Claims (continued)

We do not pursue collection of amounts

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

The 0.1% decline for 2020 can be primarily attributed to the net impact of a 9.3% decline in same facility equivalent admissions offset by a 10.1% increase in same facility revenue per equivalent admission and.

In December 2017, CMS approved an extension of this waiver through September 30, 2022, but indicated that it will phase out some of the federal funding.

We believe the declines in emergency room visits were primarily related to the COVID-19 pandemic and concerns regarding possible exposure to the virus.

We believe the declines in equivalent admissions were primarily due to declines in the relative percentage of outpatient service volume due to restrictions on services for certain periods and the general concerns regarding exposure to the virus.

At December 31, [removed: 2020,] [added: 2021,] we operated [removed: 185] [added: 182] hospitals, comprised of [removed: 178] [added: 175] general, acute care hospitals; five psychiatric hospitals; and two rehabilitation hospitals.

In addition, we operated [removed: 121] [added: 125] freestanding surgery centers and 21 freestanding endoscopy centers.

[removed: The Company] [added: HCA Healthcare, Inc.] was incorporated in Delaware in October 2010.

Please note that our website address is provided [added: throughout this report] as an inactive textual reference only.

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

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

clinics, diagnostic and imaging centers, radiation and oncology therapy centers, comprehensive rehabilitation and physical therapy centers, physician [removed: practices] [added: practices, home health, hospice, outpatient physical therapy home] and [added: community-based services providers, and] various other facilities.

At December 31, [removed: 2020,] [added: 2021,] we owned and operated [removed: 178] [added: 175] general, acute care hospitals with [removed: 48,492] [added: 48,030] licensed beds.

At December 31, [removed: 2020,] [added: 2021,] we operated five psychiatric hospitals with 593 licensed beds.

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 [removed: that] were implemented by federal, state and local governments in response to the

[removed: pandemic,][added: Pandemic]

Because of these [removed: and other] uncertainties, we cannot estimate how long or [removed: how severely] [added: to what extent] the pandemic will impact our [removed: business.][added: operations.]

| | • | | The COVID-19 pandemic is significantly affecting our [removed: operations,] [added: operations and could affect our] 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. |

| | • | | [removed: There is a high degree of uncertainty regarding] [added: We are unable to predict] the [removed: implementation and] [added: ultimate] impact of the CARES Act [added: (as defined below)] and other existing or future stimulus [added: and relief] legislation, if [removed: any.] [added: any, or the effect that such legislation and other governmental responses intended to assist providers in responding to COVID-19 may have on our business, financial condition, results of operations or cash flows.] There can be no assurance as to the total amount of financial assistance or types of assistance we will receive, that we will be able to comply with the applicable terms and conditions to retain such assistance, [added: or] that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for health care [removed: providers or that additional stimulus legislation will be enacted.] [added: providers.] |

| | • | | Discontinuation, reform or replacement of LIBOR may adversely affect our [removed: business.] [added: borrowing costs.] |

| | • | | Our results of operations may be adversely affected by health care reform efforts, including [removed: court challenges to, and] efforts to [removed: repeal, replace or otherwise] significantly change the Affordable Care [removed: Act.] [added: Act (as defined below).] We are unable to predict what, if any, and when [removed: such changes] [added: additional health reform measures] will be [removed: made in] [added: adopted or implemented, and] the [removed: future.] [added: effects and ultimate impact of any such measures are uncertain.] |

| | • | | Our [removed: labor costs] [added: operations] may be adversely affected by competition for staffing, the shortage of experienced nurses and [added: other health care professionals, vaccine mandates and] labor union activity. |

| | • | | A cybersecurity incident could result in the compromise of our facilities, confidential data or critical data systems. A cybersecurity incident could also give rise to potential harm to patients; remediation and other expenses; and exposure to liability under [removed: HIPAA,] [added: HIPAA (as defined below),] consumer protection laws, common law theories or other laws. Such incidents could subject us to litigation and foreign, federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business. |

Our revenues by primary third-party payer classification and other (including uninsured patients) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] are summarized in the following table (dollars in millions):

| | | [removed: 2020] [added: 2021] | | | | Ratio | | | | [removed: 2019] [added: 2020] | | | | Ratio | | | | [removed: 2018] [added: 2019] | | | | Ratio | | |

| Medicare | | $ | [removed: 10,420] [added: 10,447] | | | | [removed: 20.2] [added: 17.8] | % | | $ | [removed: 10,798] [added: 10,420] | | | | [removed: 21.0] [added: 20.2] | % | | $ | [removed: 9,831] [added: 10,798] | | | | [removed: 21.1] [added: 21.0] | % |

| Managed Medicare | | | [removed: 6,997] [added: 8,424] | | | | [removed: 13.6] [added: 14.3] | | | | [removed: 6,452] [added: 6,997] | | | | [removed: 12.6] [added: 13.6] | | | | [removed: 5,497] [added: 6,452] | | | | [removed: 11.8] [added: 12.6] | |

| Medicaid | | | [removed: 1,965] [added: 2,290] | | | | [removed: 3.8] [added: 3.9] | | | | [removed: 1,572] [added: 1,965] | | | | [removed: 3.1] [added: 3.8] | | | | [removed: 1,358] [added: 1,572] | | | | [removed: 2.9] [added: 3.1] | |

| Managed Medicaid | | | [removed: 2,621] [added: 3,124] | | | | [removed: 5.1] [added: 5.3] | | | | [removed: 2,450] [added: 2,621] | | | | [removed: 4.8] [added: 5.1] | | | | [removed: 2,403] [added: 2,450] | | | | [removed: 5.1] [added: 4.8] | |

| Managed care and other insurers | | | [removed: 26,535] [added: 30,295] | | | | [removed: 51.5] [added: 51.6] | | | | [removed: 26,544] [added: 26,535] | | | | [removed: 51.6] [added: 51.5] | | | | [removed: 24,467] [added: 26,544] | | | | [removed: 52.4] [added: 51.6] | |

| International (managed care and other insurers) | | | [removed: 1,120] [added: 1,336] | | | | [removed: 2.2] [added: 2.3] | | | | [removed: 1,162] [added: 1,120] | | | | [removed: 2.3] [added: 2.2] | | | | [removed: 1,156] [added: 1,162] | | | | [removed: 2.5] [added: 2.3] | |

| Other | | | [removed: 1,875] [added: 2,836] | | | | [removed: 3.6] [added: 4.8] | | | | [removed: 2,358] [added: 1,875] | | | | [removed: 4.6] [added: 3.6] | | | | [removed: 1,965] [added: 2,358] | | | | [removed: 4.2] [added: 4.6] | |

| Revenues | | $ | [removed: 51,533] [added: 58,752] | | | | 100.0 | % | | $ | [removed: 51,336] [added: 51,533] | | | | 100.0 | % | | $ | [removed: 46,677] [added: 51,336] | | | | 100.0 | % |

Medicaid is a federal-state program, administered by the states, that provides hospital and medical benefits to qualifying [removed: individuals who are unable to afford health care.]

The [removed: amount] [added: amounts] of such exclusions, deductibles and coinsurance [removed: continues] [added: continue] to increase.

Collection of amounts due from individuals is typically more difficult than from government health care programs or other [removed: third-party payers.]

In 2013, the Centers for Medicare & Medicaid Services (“CMS”) began imposing a [removed: 2.0%] [added: 2%] reduction on Medicare payments.

Under the hospital inpatient PPS, fixed payment amounts per [added: inpatient discharge are established based on the patient’s assigned Medicare severity diagnosis-related group]

For federal fiscal year [removed: 2020,] [added: 2022,] CMS increased the

rate by approximately [removed: 3.1%.][added: 2.5%.]

This increase reflected a market basket update of [removed: 3.0%, adjusted] [added: 2.4%, increased] by [removed: the following percentage points:] a [removed: negative 0.4 productivity adjustment and a] positive 0.5 [added: percentage point] adjustment in accordance with the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”).

This increase reflects a market basket update of [removed: 2.4%,] [added: 2.7%,] adjusted by a [added: negative 0.7 percentage point productivity adjustment and a] positive 0.5 [added: percentage point] adjustment required by MACRA.

For example, the two midnight rule limits payments to hospitals when services to Medicare [removed: beneficiaries are payable as inpatient services.]

[removed: Payments] [added: Under the Hospital Readmission Reduction Program (“HRRP”), payments] to hospitals may also be reduced based on readmission rates.

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

best-in-class

economies of scale.

During the second quarter of 2021, our patient volumes improved as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased.

For the remainder of 2021, our patient volumes exhibited consistent growth over the prior year, with the exception of inpatient surgeries, and included a resurgence of

admissions and the

re-imposition

of pandemic-related restrictions in certain markets.

| | • | | We may be subject to liabilities from claims brought against our facilities, which are costly to defend and may require us to pay significant damages if not covered by insurance. |

| | • | | Our business and operations are subject to risks related to climate change. |

individuals.

third-party payers.

The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and related legislation temporarily suspended these reductions through March 31, 2022 and reduced the sequestration adjustment from 2% to 1% from April 1 through June 30, 2022.

The full 2% reduction will resume on July 1, 2022.

The BCA sequestration has been extended through 2030, with the reductions for 2030 set to increase to 2.25% for the first six months and to 3% for the second six months.

In addition, the American Rescue Plan Act of 2021 (“ARPA”) increased the federal budget deficit in a manner that triggers an additional sequestration mandated under the Pay As You Go Act of 2010 (“PAYGO Act”).

As a result, a further payment reduction of up to 4% was required to take effect in January 2022.

However, Congress has delayed implementation of this payment reduction until 2023.

beneficiaries are payable as inpatient services.

For the duration of the national public health emergency (“PHE”) declared as a result of the

COVID-19

pandemic, which is ongoing, CMS has implemented a measure suppression policy across various hospital quality measurement and value-based purchasing programs.

The policy is intended to ensure that these programs neither reward nor penalize hospitals based on circumstances caused by the PHE that the measures were not designed to accommodate.

For example, CMS is modifying certain readmissions measures within the HRRP to exclude

COVID-19

diagnosed patients.

Under the HVBP Program in federal fiscal year 2022, as a result of the measure suppression policy, hospitals will receive a net neutral payment adjustment for each discharge that is equal to the 2% withheld under the program.

In addition, facilities that experience extraordinary circumstances beyond their control that prevent satisfaction of program reporting requirements may request an exception from CMS.

As a result of its successful appeal, CMS has begun to reprocess the 2019 claims provided at excepted provider-based departments so that they are paid at the same rate as

non-excepted

provider-based departments for those services under the Physician Fee Schedule.

However, in 2021, the group of hospitals challenging the policy appealed to the U.S. Supreme Court.

0.7 percentage point productivity adjustment.

Together with other policy changes, total payments to IPFs are anticipated to increase by 2.1% in federal fiscal year 2022.

moving average of changes in specified economy-wide productivity.

In addition, CMS has established a quality reporting program for

Home Health

CMS reimburses home health agencies under the Home Health PPS.

Home health agencies are paid a national, standardized

30-day

period payment rate if a period of care meets a certain threshold of home health visits (periods of care that do not meet the visit threshold are paid a

[Index to Financial Statements](#INDEX)

Pandemic and CARES Act Funding

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.

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.

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.

| | • | | We may be subject to liabilities from claims brought against our facilities. |

The CARES Act temporarily suspended these reductions through December 31, 2020 and extended the reductions through 2030.

The Consolidated Appropriations Act, 2021 (“CAA”) further extended the suspension through March 31, 2021.

inpatient discharge are established based on the patient’s assigned Medicare severity diagnosis-related group

moving average of changes in specified economy-wide productivity, as required by the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”).

all inpatient discharges, not just discharges relating to the conditions or procedures subject to the excess readmission standard.

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

CMS is considering how to address reprocessed claims from this litigation.

In conjunction with these efforts aimed at increasing site neutrality, CMS also finalized a rule in December 2020 that will begin phasing out over three years the Inpatient Only List, which is a list of procedures eligible to be reimbursed by Medicare only if performed in an inpatient setting.

As a result, these procedures will also be eligible to be reimbursed by Medicare if performed in outpatient settings.

Together with other policy changes, CMS estimates that the calendar year 2021 rates will increase Medicare outpatient PPS payments by 2.4%.

For 2021, CMS updated the conversion factor based on a budget neutrality adjustment of negative 10.20%.

resource use, clinical improvement activities, and meeting Promoting Interoperability standards related to the meaningful use of EHRs.

CMS will continue to offer the Extreme and Uncontrollable Circumstances Policy for 2021 performance data.

This policy is an exception providers must apply for, which allows reweighting for any or all MIPS performance categories for providers impacted by the

MIPS consolidates components of three previously established physician incentive programs: the Physician Quality Reporting System, the Physician Value-Based Payment Modifier, and the Medicare EHR Incentive Program.

which take into account patient volume or the number of hospital beds.

According to CMS, over

one-third

However, President Biden has issued executive orders directing agencies to re-examine measures that reduce coverage or undermine Medicaid programs, including work requirements.

share of Medicaid programs.

CMS will require hospitals in selected markets to participate in bundled payment initiatives for end-stage renal disease treatment, which began January 1, 2021, and radiation oncology, beginning as early as January 1, 2022.

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

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

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Yes [removed: ☒ No ☐]

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 339,917,500] [added: 303,600,000] outstanding shares of the Registrant’s common stock.

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the common stock held by nonaffiliates was approximately [removed: $25.836] [added: $51.895] billion.

Portions of the Registrant’s definitive proxy materials for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| Item 1. | | [removed: [Business](#tx37951_1)] [added: [Business](#TX32297_1)] | | | 3 | |

| Item 1A. | | [Risk [removed: Factors](#tx37951_2)] [added: Factors](#TX32297_2)] | | | [removed: 35] [added: 36] | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#tx37951_3)] [added: Comments](#TX32297_3)] | | | [removed: 56] [added: 60] | |

| Item 2. | | [removed: [Properties](#tx37951_4)] [added: [Properties](#tx32297_4)] | | | [removed: 57] [added: 61] | |

| Item 3. | | [Legal [removed: Proceedings](#tx37951_5)] [added: Proceedings](#TX32297_5)] | | | [removed: 57] [added: 61] | |

| Item 4. | | [Mine Safety [removed: Disclosures](#tx37951_6)] [added: Disclosures](#TX32297_6)] | | | [removed: 57] [added: 61] | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx37951_7)] [added: Securities](#tx32297_7)] | | | [removed: 58] [added: 62] | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx37951_9)] [added: Operations](#tx32297_9)] | | | [removed: 60] [added: 64] | |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#tx37951_10)] [added: Risk](#tx32297_10)] | | | [removed: 82] [added: 86] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx37951_11)] [added: Data](#tx32297_11)] | | | [removed: 82] [added: 86] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx37951_12)] [added: Disclosure](#tx32297_12)] | | | [removed: 82] [added: 86] | |

| Item 9A. | | [Controls and [removed: Procedures](#tx37951_13)] [added: Procedures](#tx32297_13)] | | | [removed: 82] [added: 86] | |

| Item 9B. | | [Other [removed: Information](#tx37951_14)] [added: Information](#tx32297_14)] | | | [removed: 84] [added: 88] | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx37951_15)] [added: Governance](#tx32297_16)] | | | [removed: 84] [added: 88] | |

| Item 11. | | [Executive [removed: Compensation](#tx37951_16)] [added: Compensation](#tx32297_17)] | | | [removed: 84] [added: 89] | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx37951_17)] [added: Matters](#tx32297_18)] | | | [removed: 85] [added: 89] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx37951_18)] [added: Independence](#tx32297_19)] | | | [removed: 85] [added: 89] | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#tx37951_19)] [added: Services](#tx32297_20)] | | | [removed: 85] [added: 90] | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx37951_20)] [added: Schedules](#tx32297_21)] | | | [removed: 86] [added: 91] | |

| Item 16. | | [Form 10-K [removed: Summary](#tx37951_21)] [added: Summary](#tx32297_22)] | | | [removed: 99] [added: 105] | |

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

☐ No ☒

| | | | | |

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

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

| Item 6. | | [\[Reserved\]](#tx32297_8) | | | 63 | |

| Item 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#tx32297_15) | | | 88 | |

| | | [Signatures](#tx32297_23) | | | 106 | |

| | | | | | | |

| Item 6. | | [Selected Financial Data](#tx37951_8) | | | 59 | |

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

[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: 2020:][added: 2021:]

| Georgia | | | [removed: 9] [added: 5] | | | | [removed: 2,477] [added: 1,477] | |

| South Carolina | | | 3 | | | | [removed: 951] [added: 983] | |

In addition to the hospitals listed in the above table, we directly or indirectly operate [removed: 121] [added: 125] freestanding surgery centers and 21 freestanding endoscopy centers.

Fourteen of our general, acute care hospitals and [removed: two] [added: four] of our other properties have been mortgaged to support our obligations under our senior secured cash flow credit facility and first lien secured notes.

We maintain our headquarters in approximately [removed: 2,072,000] [added: 2,045,000] square feet of space in the Nashville, Tennessee area.

| California | | | 5 | | | | 1,856 | |

| Colorado | | | 7 | | | | 2,471 | |

| Florida | | | 46 | | | | 12,740 | |

| Kansas | | | 4 | | | | 1,400 | |

| Tennessee | | | 14 | | | | 2,742 | |

| Texas | | | 45 | | | | 13,517 | |

| Utah | | | 8 | | | | 1,031 | |

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

| | | | 182 | | | | 48,803 | |

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

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

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

| Kansas | | | 4 | | | | 1,374 | |

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

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

| Utah | | | 8 | | | | 1,011 | |

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

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

[Index to Financial Statements](#INDEX)

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

During [removed: January 2020,] [added: 2021,] our Board of Directors declared [removed: one] [added: four] quarterly [removed: dividend] [added: dividends] of [removed: $0.43] [added: $0.48] per [added: share, or $1.92 per] share [added: in the aggregate,] on our common stock.

On [removed: February 1, 2021,] [added: January 26, 2022,] our Board of Directors [removed: reinstated the quarterly dividend program and] declared a quarterly dividend of [removed: $0.48] [added: $0.56] per share on our common stock payable on March 31, [removed: 2021] [added: 2022] to stockholders of record at the close of business on March 17, [removed: 2021.][added: 2022.]

At the close of business on February [removed: 8, 2021,] [added: 7, 2022,] there were approximately 400 holders of record of our common stock.

[removed: ][added: ]

| | | [removed: 12/31/2015 | | | |] 12/31/2016 | | | | 12/31/2017 | | | | 12/31/2018 | | | | 12/31/2019 | | | | 12/31/2020 | | | [added: | 12/31/2021 | | |]

The graph shows the cumulative total return to our stockholders [removed: beginning as of December 31, 2015 through] [added: for the five-year period ended] December 31, [removed: 2020,] [added: 2021,] 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: 2015] [added: 2016] in our common stock and in each index with the subsequent reinvestment of dividends.

The January 2020 and 2019 authorizations were completed during 2021, and at December 31, 2021, there was $586 million of share repurchase authorization that remained available under the February 2021 authorization.

During January 2022, our Board of Directors authorized an additional $8 billion for share repurchases of the Company’s outstanding common stock.

All repurchases made during the fourth quarter of 2021, as detailed below, were made pursuant to the February 2021 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, 2021 through December 31, 2021 (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, 2021 through October 31, 2021 | | | 3,124,638 | | | $ | 245.17 | | | | 3,124,638 | | | $ | 1,892 | |

| November 1, 2021 through November 30, 2021 | | | 2,677,717 | | | $ | 245.44 | | | | 2,677,717 | | | $ | 1,235 | |

| December 1, 2021 through December 31, 2021 | | | 2,667,173 | | | $ | 243.16 | | | | 2,667,173 | | | $ | 586 | |

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

| Total for Fourth Quarter 2021 | | | 8,469,528 | | | $ | 244.62 | | | | 8,469,528 | | | $ | 586 | |

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

| HCA Healthcare, Inc. | | $ | 100.00 | | | $ | 118.67 | | | $ | 170.15 | | | $ | 204.61 | | | $ | 228.42 | | | $ | 359.96 | |

| S&P 500 | | | 100.00 | | | | 121.83 | | | | 116.49 | | | | 153.17 | | | | 181.35 | | | | 233.41 | |

| S&P Health Care | | | 100.00 | | | | 122.08 | | | | 129.97 | | | | 157.04 | | | | 178.15 | | | | 224.70 | |

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.

In response to the

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 | |

None.

[Index to Financial Statements](#INDEX)

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: 2020.][added: 2021.]

We have audited HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion thereon.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable [removed: assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

During the fourth quarter of [removed: 2020,] [added: 2021,] there were no changes in our internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 18, 2022

[Index to Financial Statements](#INDEX)

February 19, 2021

PART III

| --- | --- |

None.

PART III

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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.

Our Code of Conduct is available free of charge upon request to our [removed: Corporate Secretary,] [added: Investor Relations Department,] HCA Healthcare, Inc., One Park Plaza, Nashville, TN 37203.

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: 2021] [added: 2022] 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: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

This table provides certain information as of December 31, [removed: 2020] [added: 2021] with respect to our equity compensation plans:

| Equity compensation plans approved by security holders | | | [removed: 13.723] [added: 10.722] | (1) | | $ | [removed: 91.53] [added: 113.15] | (1) | | | [removed: 26.139] [added: 21.463] | (2) |

| (1) | Includes [removed: 2.476] [added: 2.191] million restricted share units which vest solely based upon continued employment over a specific period of time and [removed: 2.592] [added: 2.083] 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 [removed: target for 2020 and 2019 grants and 80% of target for 2018 and prior grants)] [added: target)] to two times the units granted (for actual performance of 110% or more of [removed: target for 2020 and 2019 grants and 120% or more of target for 2018 and prior grants).] [added: target).] The weighted average exercise price does not take these restricted share units and performance share units into account. |

| (2) | Includes [removed: 20.274] [added: 16.290] million shares available for future grants under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates and [removed: 5.865] [added: 5.173] million shares of common stock reserved for future issuance under the HCA Holdings, Inc. Employee Stock Purchase Plan. |

| Total | | | 10.722 | | | $ | 113.15 | | | | 21.463 | |

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

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: 2021] [added: 2022] 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: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

[Index to Financial Statements](#INDEX)

| 2.1 | | — [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, [removed: 2006 (File No. 001-11239),] [added: 2006,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406006852/g02483exv2w1.txt) |

| 2.2 | | — [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, [removed: 2010 (File No. 000-18406),] [added: 2010,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012310108761/g25370exv2w1.htm) |

| 3.1 | | — [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: 2020 (File No. 001-11239),] [added: 2020,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex31.htm) |

| 3.2 | | — [removed: [Amended] [added: [Second 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: 2020 (File No. 001-11239),] [added: 2020,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex32.htm) |

| 4.2 | | — [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, [removed: 2017 (File No. 001-11239),] [added: 2017,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517164353/d327978dex41.htm) |

| 4.3 | | — [Security Agreement, dated as of November 17, 2006, [added: by and] 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, [removed: 2006 (File No. 001-11239),] [added: 2006,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w2.htm) |

| 4.4 | | — [Pledge Agreement, dated as of November 17, 2006, [added: by and] 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, [removed: 2006 (File No. 001-11239),] [added: 2006,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w3.htm) |

| 4.5(a) | | — [$13,550,000,000 — €1,000,000,000 Credit Agreement, dated as of November 17, 2006, [added: by and] 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, [removed: 2006 (File No. 001-11239),] [added: 2006,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w8.htm) |

| 4.5(b) | | — [Amendment No. 1 to the Credit Agreement, dated as of February 16, 2007, [added: by and] 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, [removed: 2006 (File No. 001-11239),] [added: 2006,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014407002713/g05969exv4w7xby.htm) |

| 4.5(c) | | — [Amendment No. 2 to the Credit Agreement, dated as of March 2, 2009, [added: by and] 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, [removed: 2008 (File No. 001-11239),] [added: 2008,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w8c.htm) |

| 4.5(d) | | — [Amendment No. 3 to the Credit Agreement, dated as of June 18, 2009, [added: by and] 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, [removed: 2009 (File No. 001-11239),] [added: 2009,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012309015791/y77817exv4w1.htm) |

| 4.5(e) | | — [Extension Amendment No. 1 to the Credit Agreement, dated as of April 6, 2010, [added: by and] 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, [removed: 2010 (File No. 001-11239),] [added: 2010,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012310033241/y83795exv10w1.htm) |

| 4.5(f) | | — [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, [removed: 2010 (File No. 001-11239),] [added: 2010,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012310102905/g24969exv4w1.htm) |

| 4.5(g) | | — [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, [removed: 2011 (File No. 001-11239),] [added: 2011,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311047529/y91084exv10w1.htm) |

| 4.5(h) | | — [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, [removed: 2012 (File No. 001-11239),] [added: 2012,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312512182997/d339048dex101.htm) |

| 4.5(i) | | — [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, [removed: 2006] [added: 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, [removed: 2014 (File No. 001-11239),] [added: 2014,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514077819/d683578dex41.htm) |

| 4.5(j) | | — [Supplement No. [removed: 14] [added: 14,] dated as of November 9, [removed: 2015] [added: 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 for the fiscal year ended December 31, [removed: 2018 (File No. 001-11239),] [added: 2018,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex44j.htm) |

| 4.5(k) | | — [Schedule of Omitted Supplements to the U.S. [removed: Guarantee] [added: 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/860730/000119312521048994/d37951dex45k.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex45k.htm)] |

| 4.5(l) | | — [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, [removed: 2017 (File No. 001-11239),] [added: 2017,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex41.htm) |

| 4.5(m) | | — [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, [removed: 2019 (File No. 001-11239),] [added: 2019,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519199011/d737490dex41.htm) |

| 4.5(n) | | — [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, [removed: 2019 (File No. 001-11239),] [added: 2019,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519265871/d788119dex41.htm) |

| 4.5(o) | | — [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, [removed: 2019 (File No. 001-11239),] [added: 2019,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519297641/d831848dex41.htm) |

| 4.6(a) | | — [Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, [added: by and] 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, [removed: 2008 (File No. 001-11239),] [added: 2008,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w10.htm) |

| 4.6(b) | | — [Supplement No. [removed: 2] [added: 2,] dated as of October 27, 2011, to the Amended and Restated Security [removed: Agreement] [added: 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 for the fiscal year ended December 31, [removed: 2018 (File No. 001-11239),] [added: 2018,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex45b.htm) |

| 4.6(c) | | — [Schedule of Omitted Supplements to the Security [removed: Agreement] [added: 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/860730/000119312521048994/d37951dex46c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex46c.htm)] |

| 4.7(a) | | — [Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, [added: by and] 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, [removed: 2008 (File No. 001-11239),] [added: 2008,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w11.htm) |

| 4.7(b) | | — [Supplement No. 1 dated as of October 27, 2011 to the Amended and Restated Pledge [removed: Agreement] [added: 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 for the fiscal year ended December 31, [removed: 2018 (File No. 001-11239),] [added: 2018,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex46b.htm) |

| 4.7(c) | | — [Schedule of Omitted Supplements to the Pledge [removed: Agreement] [added: 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/860730/000119312521048994/d37951dex47c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex47c.htm)] |

| 4.8(a) | | — [$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, [removed: 2011 (File No. 001-11239),] [added: 2011,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311088294/y92851exv4w4.htm) |

| 4.8(b) | | — [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, [removed: 2014 (File No. 001-11239),] [added: 2014,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514093972/d690676dex41.htm) |

| 4.8(c) | | — [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 agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 31, [removed: 2014 (File No. 001-11239),] [added: 2014,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514392208/d811256dex41.htm) |

| 4.8(d) | | — [Restatement [removed: Agreement] [added: Agreement,] dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, [removed: 2011] [added: 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, [removed: 2017 (File No. 001-11239),] [added: 2017,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex42.htm) |

| 4.8(e) | | — [Joinder [removed: Agreement] [added: Agreement,] dated as of January 3, [removed: 2018] [added: 2018,] to the Credit [removed: Agreement] [added: 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 for the fiscal year ended December 31, [removed: 2018 (File No. 001-11239),] [added: 2018,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex47e.htm) |

| 4.9(a) | | — [Security Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed October 3, [removed: 2011 (File No. 001-11239),] [added: 2011,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311088294/y92851exv4w5.htm) |

| 4.9(b) | | — [Supplement No. [removed: 1] [added: 1,] dated as of October 27, [removed: 2011] [added: 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 for the fiscal year ended December 31, [removed: 2018 (File No. 001-11239),] [added: 2018,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex48b.htm) |

| 4.9(c) | | — [Schedule of Omitted Supplements to the Security Agreement dated as of September 30, 2011, filed pursuant to Instruction 2 to Item 601 of Regulation [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex49c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex49c.htm)] |

| 4.10(a) | | — [General Intercreditor Agreement, dated as of November 17, 2006, [added: by and] 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) |

| 4.10(b) | | — [Receivables Intercreditor Agreement, dated as of November 17, 2006, [added: by and] 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) |

| 4.10(c) | | — [First Lien Intercreditor Agreement, dated as of April 22, 2009, [added: by and] 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 (File No. 001-11239),] [added: 2009,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012309007358/y76646exv4w5.htm) |

| 4.10(d) | | — [Additional General Intercreditor Agreement, dated as of August 1, 2011, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed August 1, [removed: 2011 (File No. 001-11239),] [added: 2011,] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w9.htm) |

| 4.1 | | — [Description of Registered Securities (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex41.htm) |

| 4.68 | | — [Supplemental Indenture No. 27, dated as of June 30, 2021, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex42.htm) |

| 4.69 | | — [Supplemental Indenture No. 28, dated as of June 30, 2021, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex43.htm) |

| 4.70 | | — [Form of 2 3/8% Senior Secured Notes Due 2031 (included in Exhibit 4.68).](http://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex42.htm) |

| 4.71 | | — [Form of 3 1/2% Senior Secured Notes Due 2051 (included in Exhibit 4.69).](http://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex43.htm) |

| 10.35 | | — [Form of 2021 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).*](http://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex1037.htm) |

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

| | | |

| | | |

| | | |

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

[Index to Financial Statements](#INDEX)

| 4.71 | | — [Additional Receivables Intercreditor Agreement, dated as of March 19, 2020, by and between Bank of America, N.A., as ABL Collateral Agent and Bank of America, N.A., as New First Lien Collateral Agent, and consented to by HCA Inc., as borrower, and the subsidiary grantors party thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520080819/d887751dex44.htm) |

| 4.72 | | — [Supplement No. 1, dated as of March 31, 2020, to the Guarantee, dated as of March 19, 2020, by and among each of the new guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-11239), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520135021/d900877dex412.htm) |

Dated: February [removed: 19, 2021][added: 18, 2022]

| /S/ [removed: SAMUEL] [added: S AMUEL] N. [removed: HAZEN] [added: H AZEN] Samuel N. Hazen | | Chief Executive Officer and Director (Principal Executive Officer) | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: WILLIAM] [added: W ILLIAM] B. [removed: RUTHERFORD] [added: R UTHERFORD] William B. Rutherford | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: THOMAS] [added: T HOMAS] F. [removed: FRIST] [added: F RIST] III Thomas F. Frist III | | Chairman and Director | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: MEG] [added: M EG] G. [removed: CROFTON] [added: C ROFTON] Meg G. Crofton | | Director | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: ROBERT] [added: R OBERT] J. [removed: DENNIS] [added: D ENNIS] Robert J. Dennis | | Director | | February [removed: 19, 2021] [added: 18, 2022] |

| [removed: /s/ NANCY\-ANN DEPARLE] [added: /S/ N ANCY \-A NN D E P ARLE] Nancy-Ann DeParle | | Director | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: WILLIAM] [added: W ILLIAM] R. [removed: FRIST] [added: F RIST] William R. Frist | | Director | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: CHARLES] [added: C HARLES] O. [removed: HOLLIDAY, JR.] [added: H OLLIDAY , J R .] Charles O. Holliday, Jr. | | Director | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: MICHAEL] [added: M ICHAEL] W. [removed: MICHELSON] [added: M ICHELSON] Michael W. Michelson | | Director | | February [removed: 19, 2021] [added: 18, 2022] |

| /S/ [removed: WAYNE] [added: W AYNE] J. [removed: RILEY] [added: R ILEY] Wayne J. Riley | | Director | | February [removed: 19, 2021] [added: 18, 2022] |

| [Report of Independent Registered Public Accounting [removed: Firm](#fin37951_1)] [added: Firm](#fin32297_1)] | | | F-2 | |

| [Consolidated Income Statements for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#fin37951_2)] [added: 2019](#fin32297_2)] | | | F-5 | |

| [Consolidated Comprehensive Income Statements for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#fin37951_3)] [added: 2019](#fin32297_3)] | | | F-6 | |

| [Consolidated Balance Sheets, December 31, [removed: 2020] [added: 2021] and [removed: 2019](#fin37951_4)] [added: 2020](#fin32297_4)] | | | F-7 | |

| [Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#fin37951_5)] [added: 2019](#fin32297_5)] | | | F-8 | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#fin37951_6)] [added: 2019](#fin32297_6)] | | | F-9 | |

| [Notes to Consolidated Financial [removed: Statements](#fin37951_7)] [added: Statements](#fin32297_7)] | | | F-10 | |

We have audited the accompanying consolidated balance sheets of HCA Healthcare, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 19, 2021] [added: 18, 2022] expressed an unqualified opinion thereon.

| Description of the Matter | | For the year ended December 31, [removed: 2020,] [added: 2021,] the Company’s revenues were [removed: $51.533] [added: $58.752] 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. |

| How We Addressed the Matter in Our Audit | | We tested internal controls that address the risks of material misstatement related to the measurement and valuation of revenues, including estimation of contractual allowances and implicit price concessions. For example, we tested management’s internal controls over the key data inputs to the contractual [removed: allowances] [added: allowance] and implicit price [removed: concessions] [added: concession] models, significant assumptions underlying management’s models, and management’s internal controls over retrospective hindsight reviews of historical reserve accuracy. To test the estimated contractual allowances and implicit price concessions, we performed audit procedures that included, among others, assessing methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates. We compared the significant assumptions used by management to current industry and economic trends and considered changes, if any, to the Company’s business and other relevant factors. We also assessed the historical accuracy of management’s estimates as a source of potential corroborative or contrary evidence. |

| Description of the Matter | | At December 31, [removed: 2020,] [added: 2021,] the Company’s reserves for professional liability risks were [removed: $1.963] [added: $2.022] billion and the Company’s related provision for losses for the year ended December 31, [removed: 2020] [added: 2021] was [removed: $435] [added: $453] 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 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. |

FOR THE YEARS ENDED DECEMBER 31, [removed: 2020, 2019] [added: 2021, 2020] AND [removed: 2018][added: 2019]

| | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | $ | [removed: 51,533] [added: 58,752] | | | $ | [removed: 51,336] [added: 51,533] | | | $ | [removed: 46,677] [added: 51,336] | |

| Salaries and benefits | | | [removed: 23,874] [added: 26,779] | | | | [removed: 23,560] [added: 23,874] | | | | [removed: 21,425] [added: 23,560] | |

| Supplies | | | [removed: 8,369] [added: 9,481] | | | | [removed: 8,481] [added: 8,369] | | | | [removed: 7,724] [added: 8,481] | |

| Other operating expenses | | | [removed: 9,307] [added: 9,961] | | | | [removed: 9,481] [added: 9,307] | | | | [removed: 8,608] [added: 9,481] | |

| Equity in earnings of affiliates | | | [removed: (54] [added: (113] | ) | | | [removed: (43] [added: (54] | ) | | | [removed: (29] [added: (43] | ) |

| Depreciation and amortization | | | [removed: 2,721] [added: 2,853] | | | | [removed: 2,596] [added: 2,721] | | | | [removed: 2,278] [added: 2,596] | |

| Interest expense | | | [removed: 1,584] [added: 1,566] | | | | [removed: 1,824] [added: 1,584] | | | | [removed: 1,755] [added: 1,824] | |

| Losses (gains) on sales of facilities | | | [removed: 7] [added: (1,620] | [added: )] | | | [removed: (18] [added: 7] | [removed: )] | | | [removed: (428] [added: (18] | ) |

| Losses on retirement of debt | | | [removed: 295] [added: 12] | | | | [removed: 211] [added: 295] | | | | [removed: 9] [added: 211] | |

| | | | [removed: 46,103] [added: 48,919] | | | | [removed: 46,092] [added: 46,103] | | | | [removed: 41,342] [added: 46,092] | |

| Income before income taxes | | | [removed: 5,430] [added: 9,833] | | | | [removed: 5,244] [added: 5,430] | | | | [removed: 5,335] [added: 5,244] | |

| Provision for income taxes | | | [removed: 1,043] [added: 2,112] | | | | [removed: 1,099] [added: 1,043] | | | | [removed: 946] [added: 1,099] | |

| Net income | | | [removed: 4,387] [added: 7,721] | | | | [removed: 4,145] [added: 4,387] | | | | [removed: 4,389] [added: 4,145] | |

| Net income attributable to noncontrolling interests | | | [removed: 633] [added: 765] | | | | [removed: 640] [added: 633] | | | | [removed: 602] [added: 640] | |

| By: | | /S/ S AMUEL N. H AZEN |

| /S/ H UGH F. J OHNSTON Hugh F. Johnston | | Director | | February 18, 2022 |

| /S/ A NDREA B. S MITH Andrea B. Smith | | Director | | February 18, 2022 |

February 18, 2022

The accompanying notes are an integral part of the cons

lidated financial statements.

FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019

| | | | 115 | | | | (43 | ) | | | (50 | ) |

| | | | 38 | | | | (42 | ) | | | (67 | ) |

e consolidated financial statements.

| | | 2021 | | | | 2020 | | |

| | | | 13,542 | | | | 12,333 | |

| | | | 51,350 | | | | 49,317 | |

| | | | 24,063 | | | | 23,199 | |

| | | $ | 50,742 | | | $ | 47,490 | |

| | | | 9,582 | | | | 8,704 | |

| | | | 1,489 | | | | 2,892 | |

| | | $ | 50,742 | | | $ | 47,490 | |

FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019

| Comprehensive income | | | | | | | | | | | | | | | 98 | | | | 6,956 | | | | 765 | | | | 7,819 | |

| Repurchase of common stock | | | (37.812 | ) | | | | | | | (578 | ) | | | | | | | (7,637 | ) | | | | | | | (8,215 | ) |

| Distributions | | | | | | | | | | | | | | | | | | | | | | | (749 | ) | | | (749 | ) |

| Balances, December 31, 2021 | | | 305.477 | | | $ | 3 | | | $ | — | | | $ | (404 | ) | | $ | (532 | ) | | $ | 2,422 | | | $ | 1,489 | |

FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019

| Net income | | $ | 7,721 | | | $ | 4,387 | | | $ | 4,145 | |

| Depreciation and amortization | | | 2,853 | | | | 2,721 | | | | 2,596 | |

| Losses (gains) on sales of facilities | | | (1,620 | ) | | | 7 | | | | (18 | ) |

| Losses on retirement of debt | | | 12 | | | | 295 | | | | 211 | |

The accompanying notes are a

integral part of the consolidated financial statements.

Pandemic

pandemic.

During the second quarter of 2021, our patient volumes improved as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased.

For the remainder of 2021, our patient volumes exhibited consistent growth over the prior year, with the exception of inpatient surgeries, and included a resurgence of

admissions and the

re-imposition

of pandemic-related restrictions in certain markets.

We believe the extent of the

Medicare, this is generally referred to as the “cost report” filing and settlement process).

Patients treated at hospitals for

[Index to Financial Statements](#INDEX)

| | | |

| By: | | /S/ SAMUEL N. HAZEN |

| | | | | |

February 19, 2021

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

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

| | | | | | | | | |

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

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

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

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

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

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

| Balances, December 31, 2017 | | | 350.092 | | | $ | 4 | | | $ | — | | | $ | (278 | ) | | $ | (6,532 | ) | | $ | 1,811 | | | $ | (4,995 | ) |

| Comprehensive income (loss) | | | | | | | | | | | | | | | (8 | ) | | | 3,787 | | | | 602 | | | | 4,381 | |

| Repurchase of common stock | | | (14.070 | ) | | | (1 | ) | | | (103 | ) | | | | | | | (1,426 | ) | | | | | | | (1,530 | ) |

| Distributions | | | | | | | | | | | | | | | | | | | | | | | (441 | ) | | | (441 | ) |

| Reclassification of stranded tax effects | | | | | | | | | | | | | | | (95 | ) | | | 95 | | | | | | | | — | |

At December 31, 2020 these affiliates owned and operated 185 hospitals, 121

in 20 states and England.

Pandemic and CARES Act Funding

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 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.

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

Pandemic and CARES Act Funding (continued)

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.

The CARES Act also provides for a deferral of payments of the employer portion of Social Security tax incurred during the pandemic, allowing half of such payroll taxes to be deferred until December 2021 and the remaining half until December 2022.

At December 31, 2020, the Company had deferred $688 million of Social Security taxes.