HCA Healthcare (HCA) 10-K risk factor changes: FY2022 vs FY2021

The [added: sequestration]

[removed: pandemic] [added: COVID-19] amplifies and exacerbates many of the risks we face in our business operations, including those discussed below.

[removed: Risks] [added: Risks] related to [removed: the][added: our indebtedness:]

[removed: pandemic] [added: Risks related to COVID-19] and other potential [removed: pandemics:][added: pandemics:]

[removed: HHS first declared a] [added: The current] PHE [removed: due to the][added: declared by HHS expires May 11, 2023.]

For example, the [removed: spread of differing variants of]

[added: The extent to which COVID-19] will [added: continue to] impact our business, results of operations, financial condition and liquidity will depend on future developments that are uncertain and cannot be accurately predicted.

[removed: cases] [added: Due to the concentration of our hospitals] in [removed: Texas] [added: Florida] and [removed: Florida,] [added: Texas, we may be particularly sensitive to increases in COVID-19 cases in those states,] where [removed: the pandemic] [added: COVID-19] could have a disproportionate effect on our business.

[added: We continue to work with federal, state and local health authorities to respond to COVID-19 cases] in the markets we serve and continue to take and support measures to try to limit the spread of the virus and to mitigate the burden on the health care system.

We expect to continue to incur additional costs, which may be significant, as [removed: we continue to implement] [added: a result of] operational changes in response to [removed: this pandemic.][added: COVID-19.]

[removed: Further, our] [added: Our] management is focused on mitigating the impact of [removed: the][added: COVID-19, which has required and will continue to]

[removed: pandemic, which] [added: Further, our response to COVID-19] has required and [removed: will] [added: may] continue to require a substantial investment of [added: management’s] time and resources across our enterprise, [removed: and] which may affect [removed: management focus and impact] our ability to properly prioritize and successfully execute on the Company’s [removed: other] strategic initiatives.

As a [removed: front line] [added: front-line] provider of health care services, we have been and [removed: will] continue to be [removed: impacted] [added: affected] by the health and economic effects [added: of COVID-19.]

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

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

[removed: In addition, the] [added: 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 [added: such facilities and further exacerbate the demand on our resources, supplies and staffing.]

[removed: pandemic, including] [added: Some of these measures, such as] restrictions on elective procedures, [removed: and other restrictive 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 [added: to COVID-19.]

Beginning in 2020 and continuing through [removed: 2021,] [added: 2022,] we experienced increased patient acuity as a result of [added: COVID-19 cases at our hospitals, which led to increased reimbursements.]

[added: However, the impacts of COVID-19,] including patient acuity levels, in future periods may vary, and could exert unpredictable and potentially negative effects on clinical performance metrics that impact reimbursement levels and could adversely affect our results of operations.

While patient volumes began rebounding in the second quarter of 2021 as the effects of [removed: the pandemic] [added: COVID-19] moderated and pandemic-related restrictions and policies were eased, we experienced a resurgence in COVID-19 cases in the latter half of [removed: 2021,] [added: 2021 and early 2022,] further impacting the return to pre-pandemic levels.

[removed: As such, we] [added: We] cannot provide assurances as to the continued recovery and stability of [added: pre-pandemic patient volumes or the ultimate impact on demand.]

The Company may not be able to timely innovate its strategies and technologies to meet changing consumer demands as a result of [removed: the][added: COVID-19.]

[added: Broad economic factors,] including inflationary pressures, supply chain disruptions, labor shortages, increased unemployment and underemployment rates and reduced consumer spending and confidence, [removed: also affect our service mix, revenue mix, payer mix] [added: the continued shift of care to an outpatient setting] and [removed: patient volumes, as well as] [added: the aging population may impact] our [removed: ability to collect outstanding receivables.][added: revenue mix.]

Any increase in the [removed: amount] [added: volume of uninsured patients] or deterioration in the collectability of [removed: patient] [added: uninsured] accounts receivable [removed: will] [added: could] adversely affect our cash flows and results of [removed: operations, requiring an increased level of working capital.][added: operations.]

[removed: We] [added: In addition, we] may [removed: also] be subject to claims from patients, employees and others exposed [added: to COVID-19 at our facilities.]

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

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

[added: The foregoing and other continued disruptions to our business as a result of COVID-19 could heighten the risks in certain of the other risk factors described in this annual report on Form 10-K,] any of which could have a material, adverse effect on our results of operations and financial position.

[removed: We] [added: *We] are unable to predict the ultimate impact of the CARES Act and other [removed: existing or future] stimulus and relief [removed: legislation, if any,] [added: legislation] or the effect that such legislation and other governmental responses intended to assist providers in responding to [added: COVID-19 may have on our business, financial condition, results of operations or cash flows.*]

[removed: may have] [added: We continue to assess the potential impact of COVID-19 and government responses to COVID-19] on our business, [removed: financial condition,] results of [removed: operations or] [added: operations, financial condition and] cash flows.

[removed: pandemic,] [added: In response to COVID-19,] federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist health care providers in providing care to [added: COVID-19 and other patients and to provide financial relief to health care providers.]

Together, the CARES Act, the Paycheck Protection Program and Health Care Enhancement (“PPPHCE”) Act, the [removed: CAA,] [added: Consolidated Appropriations Act, 2021 (“CAA”)] and the ARPA [removed: authorize] [added: authorized] 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 [removed: Fund.][added: Fund, and expanded the Medicare Accelerated and Advance Payment Program.]

[removed: These funds] [added: Funds from the Provider Relief Fund] are intended to reimburse eligible providers and suppliers for health care-related expenses or lost revenues attributable to [removed: the][added: COVID-19 and are not required to be repaid, provided that recipients attest to and comply with certain terms and conditions.]

[removed: A] [added: In addition, a] portion of the available funding [removed: is being] [added: was] distributed to reimburse health care providers that [removed: submit] [added: submitted] claims requests for [added: COVID-19-related treatment, testing and vaccine administration for uninsured patients at Medicare rates.]

The CARES Act and related legislation [added: have] also [removed: make] [added: made] other forms of financial assistance available to health care providers.

[removed: During 2020, we] [added: We] received [removed: approximately $4.4 billion of accelerated Medicare payments and approximately $1.8 billion in] general and targeted distributions from the Provider Relief [removed: Fund.][added: Fund in 2020, but during the fourth quarter of 2020, we returned or repaid early approximately $6.1 billion of our share of the Provider Relief Fund distributions and all Medicare accelerated payments.]

The CARES Act and related legislation [added: temporarily] suspended the Medicare sequestration payment [removed: adjustment from May 1, 2020, through December 31, 2021,] [added: adjustment,] which would have otherwise reduced payments to Medicare providers by 2% as required by the [removed: BCA, but extended sequestration through 2030.][added: BCA.]

[removed: Congress further delayed] [added: The CARES Act and related legislation temporarily suspended] these [removed: sequestration cuts] [added: reductions] through March 31, 2022, and reduced the sequestration adjustment [added: from 2%] to 1% from April 1 through [added: June 30, 2022.]

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

However, Congress has delayed implementation of this payment reduction until [removed: 2023.][added: 2025.]

*COVID-19 has affected, and may continue to affect, our operations.

Further, COVID-19 could negatively impact our business, financial condition, and cash flows, particularly if it causes public health conditions and/or economic conditions to deteriorate.*

Although vaccines and booster shots for the virus causing COVID-19 are widely available in the United States, COVID-19 has continued to result in a significant number of hospitalizations.

COVID-19 continues to evolve, including as a result of mutations of the virus.

We are unable to predict the severity or duration of impacts related to COVID-19, including direct or indirect impacts on macroeconomic conditions.

We have implemented considerable safety measures within our hospitals and other facilities in response to COVID-19.

Nonetheless, treatment of COVID-19 patients has associated risks, which may include the manner in which patients and our physicians and clinical staff perceive and respond to such risks.

These risks may result in reduced operating capacity, impaired employee morale and increased exposure to workforce disruptions.

Such actions may involve large demands, as well as substantial defense costs.

Our operations and financial performance have been, and may continue to be, affected by actions taken by governmental authorities in response to COVID-19.

Moreover, we believe that some individuals have elected to postpone medical care for an undetermined period of time as a result of COVID-19, impacting patient volumes in comparison to pre-pandemic levels.

It is possible that COVID-19 could continue to impact patient behavior in future periods.

Developments related to COVID-19, including broad economic factors related to COVID-19 and public health conditions, may have a material, adverse effect on our business, results of operations, financial position and cash flows.

The ongoing impact of COVID-19 on our business will depend on, among other factors, the duration and severity of any severe or widespread outbreaks of COVID-19; the impact of COVID-19 on economic conditions; the volume of canceled or rescheduled procedures at our facilities; the volume of COVID-19 patients cared for across our health systems; the availability, acceptance of, and need for effective vaccines and medical treatments; the spread of potentially more contagious and/or virulent forms of the virus; and the impact of government actions on the health care industry and broader economy.

COVID-19 continues to evolve, and we may not be able to predict or effectively respond to future developments.

adjustment was phased back in with a 1% reduction beginning April 1, 2022, and returned to 2% on July 1, 2022.

The BCA sequestration has been extended through the first six months of 2032.

HHS and CMS have announced other flexibilities for health care providers in response to COVID-19, such as temporary modifications of certain value-based care programs, implementing special scoring and payment policies intended to mitigate negative effects of the PHE on providers participating in some of these programs.

COVID-19 continues to evolve, and there is uncertainty regarding the ultimate impact to our business of governmental efforts to assist health care providers responding to and otherwise affected by COVID-19.

As the United States has experienced a moderation of infection and related hospitalization rates in comparison to earlier periods, federal and state governments have shifted to reducing or terminating certain temporary measures that were implemented earlier in the COVID-19 PHE.

The presidential administration has indicated that the public health emergency will not be extended.

Termination of the PHE may impact our operations and financial results.

Despite these efforts, even the most advanced internal control environment is vulnerable to compromise.

While we are periodically exposed to such threats and expect them to continue, we have not experienced any material losses or other material consequences relating to technology failure, cyberattacks or other information or security incidents, whether directed at us or third parties.

Internal access management failures could result in the compromise or unauthorized exposure of confidential data.

In such an

event, we may incur substantial costs, including but not limited to, costs associated with remediating the effects of the cybersecurity incident, costs for security measures to guard against similar future incidents and costs to recover data.

admissions, provision of care and care coordination;

The 21st Century Cures Act and its implementing regulations promote information sharing by prohibiting information blocking by health care providers and certain other entities.

In recent years, the U.S. health care industry has undergone significant changes at the federal and state levels, many of which have been aimed at reducing costs and government spending and increasing access to health insurance.

The most prominent of these legislative reform efforts is the Affordable Care Act, which affects how health care services are covered, delivered and reimbursed, and expanded health insurance coverage through a combination of public program expansion and private sector health insurance reforms.

However, some states have imposed individual health insurance mandates, and other states have explored or offer public health insurance options.

To increase access to health insurance during COVID-19, the ARPA enhanced subsidies for individuals eligible to purchase coverage through Affordable Care Act marketplaces as part of the APRA.

The Inflation Reduction Act, enacted in August 2022, extends these enhanced subsidies through 2025.

For example, among other consumer protections, the No Surprises Act imposes various requirements on providers and health plans intended to prevent “surprise” medical bills.

It also establishes an IDR process for providers and payers to handle payment disputes that cannot be resolved through direct negotiations.

Trends toward transparency and value-based pricing may impact our competitive position and patient volumes.

CMS Care Compare website makes publicly available certain data on performance of hospitals and other Medicare-certified providers on quality measures and patient satisfaction, and our patient volumes could decline if any of our facilities achieve poor results.

Further, Medicare reimbursement for hospitals is adjusted based on quality and efficiency measures.

For example, Congress established automatic spending reductions under the BCA, resulting in a 2% reduction in Medicare payments beginning in 2013.

COVID-19

The COVID-19 pandemic

is significantly affecting our operations and could affect our business and financial condition.

Our liquidity could also be negatively impacted by the

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

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

On March 11, 2020, the World Health Organization

designated COVID-19

as a global pandemic.

continues to significantly affect our employees, patients, hospitals, communities and business operations, as well as the U.S. economy and financial markets.

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

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

The full extent to which

We are unable to predict 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 availability, utilization and effectiveness of medical treatments and vaccines (including booster shots), the efficacy of public health controls, or the impact of any mutations of the virus.

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

pandemic.

We are particularly sensitive to the increase in

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

to COVID-19 cases

For example, we are subject to

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

screening for new patients and certain hospital staff.

CMS has made

data reporting requirements a Medicare condition of participation for hospitals, such that noncompliance with these requirements could result in termination from the Medicare program.

We have incurred and will continue to incur additional costs related to protecting the health and well-being and meeting the needs of our patients, employees, medical staff members and contractors, including pandemic pay programs, hoteling our staff and additional scrub laundering.

of COVID-19.

Although we have implemented considerable safety measures, treatment

of COVID-19 patients

has associated risks to our employees, patients and physicians.

These risks, and how clinical staff perceive and respond to them, may adversely affect our operating capacity.

Our current PPE inventory is satisfactory, but we cannot be certain that our supplies will remain sufficient in the future.

In addition, restrictive measures taken by governmental authorities to address the

pandemic have impacted, and may 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.

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

pandemic has also resulted in an increased number of early retirements in our 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 disruptions, which effects may last beyond the duration of the pandemic.

Actions taken by governmental authorities in response to the

to COVID-19.

We may be required to cancel elective procedures and close or reduce operating hours at our facilities in the future.

[removed: Forward-Looking Statements][added: Forward-Looking Statements]

[added: This annual report on Form 10-K] includes certain disclosures that contain “forward-looking statements,” within the meaning of the federal securities laws, which involve risks and uncertainties.

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

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

[removed: HCA] [added: HCA] HEALTHCARE, [removed: INC.][added: INC.]

[removed: MANAGEMENT’S] [added: MANAGEMENT'S] DISCUSSION AND ANALYSIS OF FINANCIAL [removed: CONDITION][added: CONDITION]

[removed: AND] [added: AND] RESULTS OF OPERATIONS [removed: (Continued)][added: (Continued)]

[removed: Forward-Looking] [added: Forward-Looking] Statements [removed: (continued)][added: (continued)]

[removed: 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) increases in wages and the 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, (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, (11) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (12) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (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 inflation and economic and business conditions (and the impact thereof on the economy, financial markets and banking industry) resulting from the][added: These factors include, but are not limited to, (1) developments related to COVID-19, including, without limitation, the length and severity of its impact and the spread of virus strains with new epidemiological characteristics; the volume of canceled or rescheduled procedures and the volume and acuity of COVID-19 patients cared for across our health systems; measures we are taking to respond to COVID-19; the impact and terms (including the termination or expiration) of government and administrative regulation and stimulus and relief measures (including the Families First Coronavirus Response Act, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the Paycheck Protection Program and Health Care Enhancement Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021 (“ARPA”) and other enacted and potential future 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, deteriorating macroeconomic conditions (including increases in uninsured and underinsured patients) and capacity constraints; potential increased expenses related to inflation or labor, supply chain or other expenditures; supply shortages and disruptions; and the timing, availability and adoption of effective medical treatments and vaccines (including boosters), (2) the impact of our substantial indebtedness and the ability to refinance such indebtedness on acceptable terms, (3) the impact of current and future federal and state health reform initiatives and possible changes to other federal, state or local laws and regulations affecting the 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”), additional changes to the Affordable Care Act, its implementation, or interpretation (including through executive orders and 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”), (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 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) personnel related capacity constraints; increases in wages and the ability to attract, utilize and retain qualified management and other personnel, including affiliated physicians, nurses and medical and technical support personnel; and workforce disruptions, (9) the highly competitive nature of the health care business, (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, (11) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (12) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (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 inflation and economic and business conditions (and the impact thereof on the economy and financial markets), (16) the emergence of and effects related to 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]

[removed: 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, [added: physical risks from climate change] or similar events beyond our control, (25) changes in 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 [added: 10-K.]

[added: We believe the extent of COVID-19’s impact on our operating results and financial condition has] been and [removed: will] [added: could] continue to be driven by many factors, most of which are beyond our control and ability to forecast.

Because of these uncertainties, we cannot estimate how long or to what extent [removed: the pandemic] [added: COVID-19] will impact our operations.

[removed: 2021] [added: 2022] Operations [removed: Summary][added: Summary]

Net income attributable to HCA Healthcare, Inc. totaled [removed: $6.956] [added: $5.643] billion, or [removed: $21.16] [added: $19.15] per diluted share, for [removed: 2021,] [added: 2022,] compared to [removed: $3.754] [added: $6.956] billion, or [removed: $10.93] [added: $21.16] per diluted share, for [removed: 2020.][added: 2021.]

The [removed: 2020] [added: 2022] results include [removed: losses] [added: gains] on sales of facilities of [removed: $7 million,] [added: $1.301 billion,] or [removed: $0.02] [added: $2.46] per diluted share, and losses on retirement of debt of [removed: $295] [added: $78] million, or [removed: $0.66] [added: $0.20] per diluted share.

During [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we recorded reductions [removed: to the provision for professional liability risks] of [removed: $87] [added: $55] million, or [removed: $0.20] [added: $0.14] per diluted share, and [removed: $112] [added: $87] million, or [removed: $0.25] [added: $0.20] per diluted share, [removed: respectively.][added: respectively, to our provision for professional liability risks related to the receipt of updated actuarial information.]

Our provisions for income taxes for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] include tax benefits of [removed: $119] [added: $77] million, or [removed: $0.36] [added: $0.26] per diluted share, and [removed: $92] [added: $119] million, or [removed: $0.27] [added: $0.36] per diluted share, respectively, related to employee equity award settlements.

Shares used for diluted earnings per share were [removed: 328.752] [added: 294.666] million shares and [removed: 343.605] [added: 328.752] million shares for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

During [added: 2022 and] 2021, we repurchased [added: 30.747 million and] 37.812 million [removed: shares] [added: shares, respectively,] of our common stock.

Revenues increased [added: 2.5%] to [added: $60.233 billion for 2022 from] $58.752 billion for 2021 [added: and increased 14.0% for 2021] from $51.533 billion for 2020.

Revenues increased [removed: 14.0%] [added: 2.5%] and [removed: 14.4%,] [added: 3.2%,] respectively, on a consolidated basis and on a same facility basis for [removed: 2021,] [added: 2022,] compared to [removed: 2020.][added: 2021.]

The consolidated revenues increase can be [removed: primarily] attributed to the combined impact of a [removed: 6.8%] [added: 0.4%] increase in revenue per equivalent admission and a [removed: 6.8%] [added: 2.1%] increase in equivalent admissions.

The same facility revenues increase resulted [removed: primarily] from the [removed: combined] [added: net] impact of a [removed: 6.3%] [added: 3.3%] increase in [removed: revenue per] equivalent [removed: admission] [added: admissions] and a [removed: 7.6% increase] [added: 0.1% decline] in [added: revenue per] equivalent [removed: admissions.][added: admission.]

[removed: During 2021, consolidated] [added: Same facility] admissions increased [removed: 4.0%] [added: 0.5% during 2022 compared to 2021] and [removed: same facility admissions] increased [removed: 4.8%,] [added: 4.8% during 2021] compared to 2020.

Inpatient surgical volumes [removed: declined 0.1%] [added: were flat] on a consolidated basis and increased [removed: 0.4%] [added: 0.9%] on a same facility basis during [removed: 2021,] [added: 2022,] compared to [removed: 2020.][added: 2021.]

Outpatient surgical volumes increased [removed: 14.2%] [added: 1.5%] on a consolidated basis and increased [removed: 14.1%] [added: 1.8%] on a same facility basis during [removed: 2021,] [added: 2022,] compared to [removed: 2020.][added: 2021.]

[removed: Emergency] [added: Same facility emergency] room visits increased [removed: 13.8% on a consolidated basis] [added: 7.6% during 2022 compared to 2021] and increased 15.1% [removed: on a same facility basis] during [removed: 2021,] [added: 2021] compared to 2020.

The estimated cost of total uncompensated care [removed: declined $133] [added: increased $141] million for [removed: 2021,] [added: 2022,] compared to [removed: 2020.][added: 2021.]

Consolidated and same facility uninsured admissions declined [removed: 4.4%] [added: 6.0%] and [removed: 3.5%,] [added: 4.6%,] respectively, and consolidated and same facility uninsured emergency room visits [removed: declined 7.8%] [added: increased 4.4%] and [removed: 6.3%,] [added: 6.6%,] respectively, for [removed: 2021,] [added: 2022,] compared to [removed: 2020.][added: 2021.]

Interest expense totaled [removed: $1.566] [added: $1.741] billion for [removed: 2021,] [added: 2022,] compared to [removed: $1.584] [added: $1.566] billion for [removed: 2020.][added: 2021.]

The [removed: $18] [added: $175] million [removed: decline] [added: increase] in interest expense for [removed: 2021] [added: 2022] was [added: primarily] due to [added: an increase in the average debt balance, which was partially offset by] a decline in the average effective interest rate.

[removed: 2021] [added: Results of] Operations [removed: Summary (continued)][added: (continued)]

Cash flows from operating activities declined [removed: $273] [added: $437] million, from [removed: $9.232] [added: $8.959] billion for [removed: 2020] [added: 2021] to [removed: $8.959] [added: $8.522] billion for [removed: 2021.][added: 2022.]

The decline in cash flows from operating activities was related [added: primarily] to a negative change in working capital items of [removed: $1.781 billion, primarily] [added: $649 million, mainly] from [removed: an increase] [added: a decline] in accounts [removed: receivable, offset by the increase] [added: payable and accrued expenses, and a decline] in net [removed: income, excluding the non-cash impact] [added: income] of [removed: losses and] [added: $687 million, excluding] gains on sales of [removed: facilities,] [added: facilities and] losses on retirement of [removed: debt and depreciation] [added: debt, offset by a decline in cash payments for interest] and [removed: amortization.][added: income taxes of $847 million for 2022 compared to 2021.]

[removed: Business Strategy][added: Business Strategy]

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

[added: *Grow Our Presence in Existing Markets.*] We believe we are well positioned in a number of large and growing markets that will allow us the opportunity to generate long-term, attractive growth through the expansion of our presence in these markets.

[removed: Achieve] [added: *Achieve] Industry-Leading Performance in Clinical, Operational and Satisfaction [removed: Measures.][added: Measures.* Achieving high levels of patient safety, patient satisfaction and clinical quality are central goals of our business.]

[removed: Recruit] [added: *Recruit] and [removed: Employ] [added: Retain] Physicians [added: and Other Health Care Professionals] to Meet the Need for High Quality Health [removed: Services.][added: Services.* We depend on the quality and dedication of the health care providers and other team members who serve at our facilities.]

We believe a critical component of our growth strategy is our ability to successfully recruit and strategically collaborate with physicians and other [added: health care] professionals to provide high quality care.

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

We strive to be the health care system of choice in the communities we serve by developing comprehensive networks locally and supporting these networks with enterprise expertise and economies of scale.

Our strategy is organized around a framework that seeks to drive sustained growth by delivering operational excellence, attracting exceptional physicians and other health care professionals, developing comprehensive services, creating greater access, and coordinating higher quality care for patients.

Our strategy also emphasizes investments that advance our clinical systems and digital capabilities, transform care models with innovative care solutions, expand our workforce development programs and enhance our health care networks and partnerships.

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies and Estimates (Continued)

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies and Estimates (Continued)

Patient volumes and the related revenues were negatively impacted by COVID-19 beginning in the first half of 2020, and subsequent periods through the first half of 2022 have experienced fluctuations in COVID-19 volumes and revenues through the various surges, impacting comparisons for most of our patient volume and revenues operating statistics.

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

| | | 2022 | | | | 2021 | | | | 2020 | | |

| | | 2022 | | | | 2021 | | | | 2020 | | |

| | | | 100 | % | | | 100 | % | | | 100 | % |

Some state Medicaid programs use, or have applied to use, waivers granted by CMS to implement Medicaid expansion, impose different eligibility or enrollment restrictions, or otherwise implement programs that vary from federal standards.

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

| | | 2022 | | | | | | | | 2021 | | | | | | | | 2020 | | | | | | |

(a)

(b)

Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume.

The equivalent admissions computation “equates” outpatient revenue to the volume measure

HCA HEALTHCARE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

(admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume.

| --- | --- |

This annual report on Form

10-K

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

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

COVID-19

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

pandemic; the impact and terms of government and administrative regulation and stimulus and relief measures (including the Families First Coronavirus Response Act, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the Paycheck Protection Program and Health Care Enhancement Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021 (“ARPA”) and other enacted and potential future 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 disruptions, including the impact of any current or future vaccine mandates; supply shortages and disruptions; and the timing, availability and adoption of effective medical treatments and 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

pandemic, which could impact us from a financial perspective, (3) the impact of current and future federal and state health reform initiatives and possible changes to other federal, state or local laws and regulations affecting the 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”), and the effects of additional changes to the Affordable Care Act, its implementation, or interpretation (including through executive orders and 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

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

10-K.

Pandemic

On March 11, 2020, the World Health Organization designated

as a global pandemic.

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

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

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

Pandemic (continued)

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

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.

Revenues for 2020 also include $69 million, or $0.15 per diluted share, related to the resolution of transaction price differences regarding certain services performed in prior periods.

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

best-in-class

economies of scale.

Grow Our Presence in Existing Markets.

Achieving high levels of patient safety, patient satisfaction and clinical quality are central goals of our business.

We depend on the quality and dedication of the health care providers and other team members who serve at our facilities.

Continue to Leverage Our Scale and Market Positions to Grow the Company.

Business Strategy (continued)

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

Pursue a Disciplined Development Strategy.

opportunities.

| --- | --- |

[removed: General][added: General]

At December 31, [removed: 2021,] [added: 2022,] we operated 182 hospitals, comprised of 175 general, acute care hospitals; five psychiatric hospitals; and two rehabilitation hospitals.

In addition, we operated [removed: 125] [added: 126] freestanding surgery centers and 21 freestanding endoscopy centers.

The terms “Company,” “HCA,” [added: “HCA Healthcare,”] “we,” “our” or “us,” as used herein and unless otherwise stated or indicated by context, refer to HCA Healthcare, Inc. and its affiliates.

Outpatient and ancillary health care services are provided by our general, acute care hospitals, freestanding surgery centers, freestanding emergency care facilities, urgent care facilities, [added: walk-in clinics, diagnostic centers and rehabilitation facilities.]

Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number is [added: (615) 344-9551.]

[removed: Available Information][added: Available Information]

We file certain reports with the Securities and Exchange Commission (the “SEC”), including annual reports on Form [added: 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.]

[added: We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K] and all amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

[removed: Business Strategy][added: Business Strategy]

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

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

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

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

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

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

[removed: Health] [added: Health] Care [removed: Facilities][added: Facilities]

[added: We currently own, manage or operate hospitals, freestanding surgery centers, freestanding emergency care facilities, urgent care facilities, walk-in] clinics, diagnostic and imaging centers, radiation and oncology therapy centers, comprehensive rehabilitation and physical therapy centers, physician practices, home health, hospice, outpatient physical therapy home and community-based services providers, and various other facilities.

At December 31, [removed: 2021,] [added: 2022,] we owned and operated 175 general, acute care hospitals with [removed: 48,030] [added: 48,508] licensed beds.

Each hospital has an organized medical staff and a local board of trustees or governing [removed: board, made up] [added: board comprised] of members of the local community.

At December 31, [removed: 2021,] [added: 2022,] we operated five psychiatric hospitals with 593 licensed beds.

We also operate outpatient health care facilities, which include freestanding ambulatory surgery centers (“ASCs”), freestanding emergency care facilities, urgent care facilities, [added: walk-in clinics, diagnostic and imaging centers, comprehensive rehabilitation and physical therapy centers, radiation and oncology therapy centers, physician practices and various other facilities.]

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

[removed: pandemic’s] [added: We believe the extent of COVID-19’s] impact on our operating results and financial condition has been and [removed: will] [added: could] continue to be driven by many factors, most of which are beyond our control and ability to forecast.

Because of these uncertainties, we cannot estimate how long or to what extent [removed: the pandemic] [added: COVID-19] will impact our operations.

[removed: Summary] [added: Summary] Risk [removed: Factors][added: Factors]

You should carefully read and consider the risk factors set forth under Item 1A, “Risk Factors,” as well as all other information contained in this annual report on Form [added: 10-K.]

[removed: pandemic] [added: Risks related to COVID-19] and other potential pandemics:

[removed: | | • | |] We are unable to predict the ultimate impact of the CARES Act (as defined below) and other [removed: existing or future] stimulus and relief [removed: legislation, if any,] [added: legislation] 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. [removed: 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, or that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for health care providers. |]

[removed: | | • | |] The emergence and effects related to a potential future pandemic, epidemic or outbreak of an infectious disease could adversely affect our operations. [removed: |]

[removed: | | • | |] Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations. [removed: |]

[removed: | | • | | We may not be able to generate sufficient cash to service all of our indebtedness and may not be able to refinance our indebtedness on favorable terms.] If we are unable to do so, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. [removed: |]

[removed: | | • | |] Our debt agreements contain restrictions that limit our flexibility in operating our business. [removed: |]

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

[removed: | | • | |] We may be unable to attract, [removed: hire,] [added: hire] and retain a highly qualified and diverse workforce, including key management. [removed: |]

[removed: | | • | |] Our performance depends on our ability to recruit and retain quality physicians. [removed: |]

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

[removed: | | • | |] Our operations could be impaired by a failure of our information systems. [removed: |]

[removed: | | • | |] Health care technology initiatives, particularly those related to [added: sharing] patient data and interoperability, may adversely affect our operations. [removed: |]

[removed: | | • | |] We may not be reimbursed for the cost of expensive, new technology. [removed: |]

We strive to be the health care system of choice in the communities we serve by developing comprehensive networks locally and supporting these networks with enterprise expertise and economies of scale.

Our strategy is organized around a framework that seeks to drive sustained growth by delivering operational excellence, attracting exceptional physicians and other health care professionals, developing comprehensive services; creating greater access, and coordinating higher quality care for patients.

Our strategy also emphasizes investments that advance our clinical systems and digital capabilities, transform care models with innovative care solutions, expand our workforce development programs and enhance our health care networks and partnerships.

COVID-19 has affected, and may continue to affect, our operations.

Further, COVID-19 could negatively impact our business, financial condition, and cash flows, particularly if it causes public health conditions and/or economic conditions to deteriorate.

We may not be able to generate sufficient cash to service all of our indebtedness and may not be able to refinance our indebtedness on favorable terms.

A cybersecurity incident or other form of data breach could result in the compromise of our facilities, confidential data or critical data systems.

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 business and results of operations may be adversely affected by health care reform efforts.

We may be adversely affected if we are not able to achieve our environmental, social and governance (“ESG”) goals or otherwise meet the expectations of our stakeholders with respect to ESG matters.

We anticipate that the federal deficit will continue to place pressure on government health care programs, and it is possible that future deficit reduction legislation will impose additional spending reductions.

As a result of the national public health emergency (“PHE”) declared in response to COVID-19, CMS has paused or refined several measures across various hospital quality measurement and value-based purchasing programs.

This increase reflects a market basket increase of 4.1% with a negative 0.3 percentage point productivity adjustment.

The Medicare reimbursement we receive may also be affected by broad shifts in payment policy.

For example, in June 2022, the U.S. Supreme Court invalidated past payment cuts for hospitals participating in the 340B Drug Pricing Program.

Although our hospitals do not participate in the 340B program, the decision has implications for all hospitals reimbursed under the outpatient PPS and could affect our Medicare reimbursement for both past and future periods.

The past payment cuts, which CMS implemented in 2018, resulted in increased payments for non-340B hospitals, and it has not yet been determined whether the increased payments to non-340B hospitals may be recouped due to budget neutrality principles.

Further, depending on future Medicare payment policies, non-340B hospitals may receive decreased reimbursement going forward for outpatient drugs and services.

For calendar year 2023, CMS finalized the payment rate for drugs acquired through the 340B program in light of the Supreme Court decision and, as a result of the payment rate change, is implementing a 3.09% reduction to payment rates for non-drug services under the outpatient PPS for calendar year 2023 to achieve budget neutrality.

In addition, CMS has, in recent years, phased in an expanded site-neutral payment policy for clinic visit services provided at all off-campus provider-based departments.

The Physician Fee Schedule equivalent rate for calendar year 2023 is substantially less than the outpatient PPS rate.

For federal fiscal year 2023, CMS increased IRF payment rates by an estimated 3.9%, reflecting an IRF market basket update of 4.2% with a negative 0.3 percentage point productivity adjustment.

The Improving Medicare Post-Acute Care Transformation Act of 2014 (“IMPACT Act”) requires the U.S. Department of Health and Human Services (“HHS”), together with the Medicare Payment Advisory Commission, to work toward a unified payment system for post-acute care services provided by IRFs, home health agencies, skilled nursing facilities, and long-term care hospitals.

As required under the statute, CMS issued a report presenting a prototype for a unified post-acute care payment model in July 2022.

CMS noted in its report the need for additional analyses and acknowledged that the universal implementation of a unified post-acute care payment system would require congressional action.

The Medicare Payment Advisory Commission is required to submit a report to Congress by June 2023.

For federal fiscal year 2023, CMS increased IPF payment rates by an estimated 3.8%, which reflects a 4.1% IPF market basket increase with a negative 0.3 percentage point productivity adjustment.

For calendar year 2023, CMS increased home health payment rates by 0.7%, based on a home health payment update percentage of 4.0%, which reflects a 4.1% market basket increase reduced by a 0.1 percentage point productivity adjustment, among other changes.

The unified post-acute care payment system would include home health agencies.

For federal fiscal year 2023, CMS increased hospice payment rates by 3.8%, which reflects a 4.1% market basket update and a negative 0.3 percentage point productivity adjustment.

Providers were able to earn a 5.0% Medicare incentive payment for performance year 2022 (to be paid in 2024), may earn a 3.5% incentive payment for performance year 2023 (to be paid in 2025), and may receive higher Medicare Physician Fee Schedule payment rate updates based on performance in 2025 and beyond.

Performance data collected in 2023 will result in payment adjustments of up to 9% in 2025; positive adjustments are subject to a scaling factor to meet budget neutrality requirements.

CMS recently finalized a permanent, budget-neutral cap on year-to-year wage index changes to smooth variations and decrease volatility.

Home health and hospice providers are serviced across four MAC jurisdictions.

conduct post-payment reviews to detect and correct improper payments in the fee-for-service Medicare program.

Medicaid enrollment has increased as a result of COVID-19.

Through COVID-19 relief legislation, Congress authorized a temporary increase in federal funds for certain Medicaid expenditures.

The enhanced funding is available to states that maintain continuous Medicaid enrollment and meet certain other conditions.

The continuous coverage requirement will expire as of April 1, 2023, and the increase in federal funding will be phased out through calendar year 2023.

The resumption of redeterminations for Medicaid enrollees and end of the other conditions of funding may lead to coverage disruptions and dis-enrollments of current Medicaid enrollees.

| --- | --- |

walk-in

clinics, diagnostic centers and rehabilitation facilities.

(615) 344-9551.

10-K,

quarterly reports on Form

10-Q

and current reports on Form

8-K.

We make available free of charge, through our website, our annual report on Form

10-Q,

current reports on Form

8-K

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

best-in-class

economies of scale.

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

We currently own, manage or operate hospitals, freestanding surgery centers, freestanding emergency care facilities, urgent care facilities,

clinics, diagnostic and imaging centers, comprehensive rehabilitation and physical therapy centers, radiation and oncology therapy centers, physician practices and various other facilities.

Pandemic

On March 11, 2020, the World Health Organization designated

as a global pandemic.

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

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

10-K.

Risks related to the

| | • | | The COVID-19 pandemic is significantly affecting our 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. |

| | • | | Discontinuation, reform or replacement of LIBOR may adversely affect our borrowing costs. |

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

end-stage

renal disease and persons with Lou Gehrig’s Disease.

low-income

individuals.

third-party payers.

The information set forth in Note [removed: 11] [added: 10] – Contingencies in the notes to the consolidated financial statements is incorporated herein by reference.

| --- | --- |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form][added: Form 10-K]

[removed: (Mark One)][added: (Mark One)]

[removed: |] ☒ [removed: | ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

[removed: For] [added: For] the fiscal year [removed: ended December 31, 2021][added: ended December 31, 2022]

[removed: |] ☐ [removed: | TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

[removed: For] [added: For] the transition period [removed: from][added: from to]

[removed: Commission] [added: Commission] File [removed: Number][added: Number 1-11239]

[removed: HCA] [added: HCA] Healthcare, [removed: Inc.][added: Inc.]

[removed: (Exact] [added: (Exact] Name of Registrant as Specified in its [removed: Charter)][added: Charter)]

| [removed: Delaware |] [added: Delaware] | [removed: 27-3865930] [added: 27-3865930] |

| [removed: (State] [added: (State] or Other Jurisdiction [removed: of Incorporation] [added: of Incorporation] or [removed: Organization) |] [added: Organization)] | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

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

| [removed: (Address] [added: (Address] of Principal Executive [removed: Offices) |] [added: Offices)] | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: Registrant’s] [added: Registrant’s] telephone number, including area code: [added: (615) 344-9551]

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class | | Trading Symbol(s)] [added: Class] | [added: Trading Symbol(s)] | [removed: Name] [added: Name] of Each [removed: Exchange on] [added: Exchange on] Which [removed: Registered] [added: Registered] |

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

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(g) of the Act: [removed: None][added: None]

Yes [added: ☒ No ☐]

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of [added: Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).]

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

[removed: filer, a smaller] [added: | Non-accelerated filer | ☐ | Smaller] reporting [removed: company, or an emerging growth company.][added: company | ☐ |]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in [added: Rule 12b-2 of the Exchange Act.]

| Large accelerated filer | [removed: |] ☒ | [removed: |] Accelerated filer | [removed: |] ☐ |

| | | [removed: | |] Emerging growth company | [removed: |] ☐ |

Indicate by check mark whether the Registrant is a shell company (as defined in [added: Rule 12b-2 of the Act).]

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

As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 303,600,000] [added: 276,966,400] outstanding shares of the Registrant’s common stock.

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the common stock held by nonaffiliates was approximately [removed: $51.895] [added: $36.171] billion.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Registrant’s definitive proxy materials for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

[removed: INDEX][added: INDEX]

| | | [removed: | | Page Reference | |] [added: Page Reference] |

| [removed: Part I | | | |] [added: Part I] | | |

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

| Item 1A. | [removed: |] [Risk [removed: Factors](#TX32297_2) | | | 36] [added: Factors](#tx32297_2)] | [added: 33] |

| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#TX32297_3) | | | 60] [added: Comments](#tx32297_3)] | [added: 52] |

Or

| | |

| | |

| | |

| | | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | |

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

| | | |

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| | [Signatures](#signatures) | 88 |

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

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

10-K

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Or

to

1-11239

(615) 344-9551

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☐ No ☒

Regulation S-T

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

non-accelerated

Rule 12b-2

of the Exchange Act.

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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |

of the Act).

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

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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: 2021:][added: 2022:]

| [removed: State] [added: State] | | [removed: Hospitals] [added: Hospitals] | | | | [removed: Beds] [added: Beds] | | |

| New Hampshire | | | 3 | | | | [removed: 418] [added: 432] | |

| South Carolina | | | 3 | | | | [removed: 983] [added: 989] | |

| [removed: International] [added: International] | | | | | | | | |

In addition to the hospitals listed in the above table, we directly or indirectly operate [removed: 125] [added: 126] freestanding surgery centers and 21 freestanding endoscopy centers.

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

We maintain our headquarters in approximately [removed: 2,045,000] [added: 2,031,000] square feet of space in the Nashville, Tennessee area.

| California | | | 5 | | | | 1,883 | |

| Florida | | | 46 | | | | 12,988 | |

| Georgia | | | 5 | | | | 1,487 | |

| Idaho | | | 2 | | | | 442 | |

| Missouri | | | 5 | | | | 1,072 | |

| Nevada | | | 3 | | | | 1,524 | |

| Texas | | | 45 | | | | 13,609 | |

| Utah | | | 8 | | | | 1,038 | |

| | | | 182 | | | | 49,281 | |

| --- | --- |

| | | | | | | | | |

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

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

| Georgia | | | 5 | | | | 1,477 | |

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

| Missouri | | | 5 | | | | 1,058 | |

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

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

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

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

[removed: PART II][added: PART II]

| --- | --- |

During [added: February 2021,] January [removed: 2020] [added: 2022] and [removed: 2019,] [added: January 2023,] our Board of Directors authorized [removed: share repurchase programs for up to $4 billion ($2] [added: $6 billion, $8] billion [added: and $3 billion, respectively,] for [removed: each authorization)] [added: share repurchases] of [removed: our] [added: the Company’s] outstanding common stock.

The [removed: January 2020 and 2019 authorizations were] [added: February 2021 authorization was] completed during [removed: 2021,] [added: 2022,] and at December 31, [removed: 2021,] [added: 2022,] there was [removed: $586 million] [added: $1.586 billion] of share repurchase authorization that remained available under the [removed: February 2021] [added: January 2022] authorization.

All repurchases made during the fourth quarter of [removed: 2021,] [added: 2022,] as detailed below, were made pursuant to the [removed: February 2021] [added: January 2022] 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, [removed: 2021] [added: 2022] through December 31, [removed: 2021] [added: 2022] (dollars in [removed: millions,] [added: billions,] except per share amounts).

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

During [removed: 2021,] [added: 2022,] our Board of Directors declared four quarterly dividends of [removed: $0.48] [added: $0.56] per share, or [removed: $1.92] [added: $2.24] per share in the aggregate, on our common stock.

On January 26, [removed: 2022,] [added: 2023,] our Board of Directors declared a quarterly dividend of [removed: $0.56] [added: $0.60] per share on our common stock payable on March 31, [removed: 2022] [added: 2023] to stockholders of record at the close of business on March 17, [removed: 2022.][added: 2023.]

At the close of business on February [removed: 7, 2022,] [added: 1, 2023,] there were approximately 400 holders of record of our common stock.

[removed: STOCK] [added: STOCK] PERFORMANCE [removed: GRAPH][added: GRAPH]

[removed: COMPARISON] [added: COMPARISON] OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN][added: RETURN]

[removed: ][added: ]

| | | [removed: 12/31/2016] [added: 12/31/2017] | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

The graph shows the cumulative total return to our stockholders for the five-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2016] [added: 2017] in our common stock and in each index with the subsequent reinvestment of dividends.

| October 2022 | | | 1,753,666 | | | $ | 205.58 | | | | 1,753,666 | | | $ | 2.745 | |

| November 2022 | | | 2,733,018 | | | $ | 222.84 | | | | 2,733,018 | | | $ | 2.136 | |

| December 2022 | | | 2,294,497 | | | $ | 239.71 | | | | 2,294,497 | | | $ | 1.586 | |

| Total for Fourth Quarter 2022 | | | 6,781,181 | | | $ | 224.09 | | | | 6,781,181 | | | $ | 1.586 | |

| HCA Healthcare, Inc. | | $ | 100.00 | | | $ | 143.38 | | | $ | 172.41 | | | $ | 192.49 | | | $ | 303.33 | | | $ | 286.20 | |

| S&P 500 | | | 100.00 | | | | 95.62 | | | | 125.72 | | | | 148.85 | | | | 191.58 | | | | 156.89 | |

| S&P Health Care | | | 100.00 | | | | 106.47 | | | | 128.64 | | | | 145.93 | | | | 184.07 | | | | 180.47 | |

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During February 2021, our Board of Directors authorized an additional $6 billion for share repurchases of the Company’s outstanding common stock.

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

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

| 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 | |

[removed: HCA] [added: HCA] HEALTHCARE, [removed: INC.][added: INC.]

[removed: MANAGEMENT’S] [added: MANAGEMENT'S] DISCUSSION AND ANALYSIS OF FINANCIAL [removed: CONDITION][added: CONDITION]

[removed: AND] [added: AND] RESULTS OF [removed: OPERATIONS][added: OPERATIONS]

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Information with respect to this Item is contained in our consolidated financial statements indicated in the Index to Consolidated Financial Statements on Page [added: F-1 of this annual report on Form 10-K.]

| --- | --- |

F-1

of this annual report on Form

10-K.

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Conclusion Regarding the Effectiveness of Disclosure Controls and [removed: Procedures][added: Procedures]

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule [added: 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).]

Internal Control Over Financial [removed: Reporting][added: Reporting]

Our management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule [added: 13a-15(f).]

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: 2021.][added: 2022.]

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

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 18, 2022] [added: 17, 2023] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

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 [added: 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: 2021,] [added: 2022,] 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.

1.

2.

February 17, 2023

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1.

13a-15(e)

promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2.

13a-15(f).

10-K,

has issued a report on our internal control over financial reporting, which is included herein.

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

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[removed: PART III][added: PART III]

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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: 2022] [added: 2023] 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 [added: 10-K with respect to our executive officers.]

Information on the beneficial ownership reporting for our directors and executive officers required by this Item is contained under the caption “Delinquent Section 16(a) Reports” in the definitive proxy materials to be filed in connection with our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.

To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Conduct (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or report the same on a Current Report on Form [added: 8-K.]

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10-K

with respect to our executive officers.

8-K.

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: 2022] [added: 2023] Annual Meeting of Stockholders, which information is incorporated herein by [removed: reference.][added: reference, except as to information required pursuant to Item 402(v) of SEC Regulation S-K, relating to pay versus performance.]

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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: 2022] [added: 2023] Annual Meeting of Stockholders, which information is incorporated herein by reference.

This table provides certain information as of December 31, [removed: 2021] [added: 2022] with respect to our equity compensation plans:

[removed: EQUITY] [added: EQUITY] COMPENSATION PLAN [removed: INFORMATION][added: INFORMATION]

[removed: (Share] [added: (Share] and share unit amounts in [removed: millions)][added: millions)]

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

| Equity compensation plans [added: not] approved by security holders | | [removed: | 10.722 | (1) | | $ | 113.15] [added: —] | [removed: (1)] | [added: —] | | [removed: 21.463] [added: —] | [removed: (2)] |

| Equity compensation plans [removed: not] approved by security holders | | [removed: | — | | | | —] [added: 9.586] | [added: (1)] | [added: $126.38] | [added: (1)] | [removed: —] [added: 18.262] | [added: (2)] |

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

[removed: | (2) |] Includes [removed: 16.290] [added: 13.826] million shares available for future grants under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates and [removed: 5.173] [added: 4.436] million shares of common stock reserved for future issuance under the HCA Holdings, Inc. Employee Stock Purchase Plan. [removed: |]

[removed: |] * [removed: |] For additional information concerning our equity compensation plans, see the discussion in Note 2 — Share-Based Compensation in the notes to the consolidated financial statements. [removed: |]

| | | | | | | | |

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

| | | (a) | | (b) | | (c) | |

| Total | | 9.586 | | $126.38 | | 18.262 | |

(1)

Includes 1.784 million restricted share units which vest solely based upon continued employment over a specific period of time and 1.715 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 weighted average exercise price does not take these restricted share units and performance share units into account.

(2)

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

| | | (a) | | | | (b) | | | | (c) | | |

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

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: 2022] [added: 2023] Annual Meeting of Stockholders, which information is incorporated herein by reference.

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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: 2022] [added: 2023] Annual Meeting of Stockholders, which information is incorporated herein by reference.

[removed: PART IV][added: PART IV]

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[removed: (a)] [added: *(a)] Documents filed as part of the [removed: report:][added: report:*]

[added: *Financial Statements.*] The accompanying Index to Consolidated Financial Statements on page [added: F-1 of this annual report on Form 10-K is provided in response to this item.]

[added: *List of Financial Statement Schedules.*] All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements.

List of [removed: Exhibits][added: Exhibits*]

| 2.1 | [removed: |] — [added: |] [Agreement and Plan of Merger, dated July 24, 2006, by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 25, 2006, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406006852/g02483exv2w1.txt)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406006852/g02483exv2w1.txt)] |

| 2.2 | [removed: |] — [added: |] [Merger Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc., and HCA Merger Sub LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012310108761/g25370exv2w1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012310108761/g25370exv2w1.htm)] |

| 3.1 | [removed: |] — [added: |] [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, 2020, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex31.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex31.htm)] |

| [removed: 3.2 |] [added: 10.8(b)] | — [removed: [Second] [added: | [Amendment to the] Amended and Restated [removed: Bylaws of the Company (restated for SEC filing purposes only)] [added: HCA Restoration Plan, effective June 5, 2020] (filed as Exhibit [removed: 3.2] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex32.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex105.htm)] |

| [removed: 4.1] | | [removed: — [Description of Registered Securities (filed as Exhibit 4.1 to the Company’s Annual] [added: [Annual] Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex41.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex1037.htm)] |

| 4.2 | [removed: |] — [added: |] [Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517164353/d327978dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312517164353/d327978dex41.htm)] |

| 4.3 | [removed: |] — [added: |] [Security Agreement, dated as of November 17, 2006, 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, 2006, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w2.htm)] |

| 4.4 | [removed: |] — [added: |] [Pledge Agreement, dated as of November 17, 2006, 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, 2006, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w3.htm)] |

| 4.5(a) | [removed: |] — [added: |] [$13,550,000,000 — €1,000,000,000 Credit Agreement, dated as of November 17, 2006, 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, 2006, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w8.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w8.htm)] |

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

| [removed: 4.5(c) |] [added: 4.5(d)] | — [added: |] [Amendment No. [removed: 2] [added: 3] to the Credit Agreement, dated as of [removed: March 2,] [added: June 18,] 2009, 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 [removed: 4.8(c)] [added: 4.1] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K for the fiscal year ended December 31, 2008,] [added: 8-K filed June 22, 2009,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w8c.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012309015791/y77817exv4w1.htm)] |

| [removed: 4.5(d) |] [added: 4.5(c)] | — [added: |] [Amendment No. [removed: 3] [added: 2] to the Credit Agreement, dated as of [removed: June 18,] [added: March 2,] 2009, 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 [removed: and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2009, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012309015791/y77817exv4w1.htm)] [added: and](https://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w8c.htm)] |

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

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

| 4.5(g) | [removed: |] — [added: |] [Restatement Agreement, dated as of May 4, 2011, by and among HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent to the Credit Agreement, dated as of November 17, 2006, as amended on February 16, 2007, March 2, 2009, June 18, 2009, April 6, 2010 and November 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 9, 2011, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311047529/y91084exv10w1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012311047529/y91084exv10w1.htm)] |

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

| 4.5(i) | [removed: |] — [added: |] [Restatement Agreement, dated as of February 26, 2014, to (i) the Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011, by and among the HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent and (ii) the U.S. Guarantee, dated as of November 17, 2006, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 28, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514077819/d683578dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312514077819/d683578dex41.htm)] |

| 4.5(j) | [removed: |] — [added: |] [Supplement No. 14, dated as of November 9, 2015, to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex44j.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex44j.htm)] |

| 4.5(k) | [removed: |] — [added: |] [Schedule of Omitted Supplements to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, filed pursuant to Instruction 2 to Item 601 of Regulation [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex45k.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000095017023003234/hca-ex4_5k.htm)] |

| 4.5(l) | [removed: |] — [added: |] [Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 30, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex41.htm)] |

| 4.5(m) | [removed: |] — [added: |] [Joinder Agreement No. 8, dated as of July 16, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 22, 2019, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519199011/d737490dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519199011/d737490dex41.htm)] |

| 4.5(n) | [removed: |] — [added: |] [Joinder Agreement No. 9, dated as of October 8, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 10, 2019, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519265871/d788119dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519265871/d788119dex41.htm)] |

| 4.5(o) | [removed: |] — [added: |] [Joinder Agreement No. 10, dated as of November 20, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 21, 2019, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519297641/d831848dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519297641/d831848dex41.htm)] |

| 4.5(p) | [removed: |] — [added: |] [Restatement Agreement, dated as of June 30, 2021, 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 4.10 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/0000860730/000119312521205276/d191036dex410.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex410.htm)] |

| 4.6(a) | [removed: |] — [added: |] [Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, 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, 2008, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w10.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w10.htm)] |

| 4.6(b) | [removed: |] — [added: |] [Supplement No. 2, dated as of October 27, 2011, to the Amended and Restated Security Agreement, dated as of March 2, 2009, as supplemented, by and among the subsidiary grantor named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex45b.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex45b.htm)] |

| 4.6(c) | [removed: |] — [added: |] [Schedule of Omitted Supplements to the Security Agreement, dated as of November 17, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex46c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000095017023003234/hca-ex4_6c.htm)] |

| 4.7(a) | [removed: |] — [added: |] [Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, 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, 2008, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w11.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w11.htm)] |

| 4.7(b) | [removed: |] — [added: |] [Supplement No. 1 dated as of October 27, 2011 to the Amended and Restated Pledge Agreement, dated as of March 2, 2009, by and among the subsidiary pledgors named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.6(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex46b.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex46b.htm)] |

| 4.7(c) | [removed: |] — [added: |] [Schedule of Omitted Supplements to the Pledge Agreement, dated as of November 6, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation [removed: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex47c.htm)] [added: S-K.](https://www.sec.gov/Archives/edgar/data/860730/000095017023003234/hca-ex4_7c.htm)] |

| 4.8(a) | [removed: |] — [added: |] [$2,500,000,000 Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 3, 2011, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000095012311088294/y92851exv4w4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012311088294/y92851exv4w4.htm)] |

| 4.8(b) | [removed: |] — [added: |] [Restatement Agreement, dated as of March 7, 2014, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514093972/d690676dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312514093972/d690676dex41.htm)] |

| 4.8(c) | [removed: |] — [added: |] [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, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312514392208/d811256dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312514392208/d811256dex41.htm)] |

| 4.8(d) | [removed: |] — [added: |] [Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 30, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex42.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex42.htm)] |

| 4.8(e) | [removed: |] — [added: |] [Joinder Agreement, dated as of January 3, 2018, to the Credit Agreement, dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 28, 2017), by and among the subsidiary borrowers party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.7(e) to the Company’s [removed: Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex47e.htm)] [added: Annual](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex47e.htm)] |

| 4.8(f) | [removed: |] — [added: |] [Restatement Agreement, dated as of June 30, 2021, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as parent 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 4.11 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/0000860730/000119312521205276/d191036dex411.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex411.htm)] |

*3.

| 3.2 | — | [Third Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 19, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312522308372/d385362dex31.htm) |

| 4.1 | — | [Description of Registered Securities.](https://www.sec.gov/Archives/edgar/data/860730/000095017023003234/hca-ex4_1.htm) |

| | | [bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w8c.htm) |

| 4.5(q) | — | [Restatement Agreement dated as of January 4, 2023, 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 January 4, 2023, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312523001579/d428263dex41.htm) |

| | | [Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex47e.htm) |

| 4.8(g) | — | [Amendment No. 1 to Credit Agreement dated as of January 4, 2023, by and among HCA Inc., as parent 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 January 4, 2023, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312523001579/d428263dex42.htm) |

| 4.10(h) | — | [Additional General Intercreditor Agreement, dated as of October 23, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued](https://www.sec.gov/Archives/edgar/data/860730/000119312512431659/d427701dex410.htm) |

| 4.24 | — | [Indenture dated as of August 1, 2011, by and among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as](https://www.sec.gov/Archives/edgar/data/841985/000119312518243478/d572895dex45.htm) |

| 4.40 | — | [Additional Receivables Intercreditor Agreement, dated as of March 15, 2016, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent](https://www.sec.gov/Archives/edgar/data/860730/000119312516505299/d159289dex47.htm) |

| | | [(filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed March 15, 2016, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312516505299/d159289dex47.htm) |

| 4.72 | — | [Supplemental Indenture No. 32, dated as of March 9, 2022, 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 4.5 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312522070987/d312703dex45.htm) |

| 4.73 | — | [Supplemental Indenture No. 33, dated as of March 9, 2022, 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 4.6 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312522070987/d312703dex46.htm) |

| 4.74 | — | [Form of 3 1/8% Senior Secured Notes due 2027 (included in Exhibit 4.69).](https://www.sec.gov/Archives/edgar/data/860730/000119312522070987/d312703dex42.htm) |

| 4.77 | — | [Form of 4 3/8% Senior Secured Notes due 2042 (included in Exhibit 4.72).](https://www.sec.gov/Archives/edgar/data/860730/000119312522070987/d312703dex45.htm) |

| 4.78 | — | [Form of 4 5/8% Senior Secured Notes due 2052 (included in Exhibit 4.73).](https://www.sec.gov/Archives/edgar/data/860730/000119312522070987/d312703dex46.htm) |

| 4.80 | — | [Registration Rights Agreement, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein and Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the other several initial purchasers named therein (filed as Exhibit 4.16 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312522070987/d312703dex416.htm) |

| 10.9(i) | — | [Signing Bonus Agreement, dated as of January 24, 2022, by and between HCA Healthcare, Inc. and Michael R. McAlevey.*](https://www.sec.gov/Archives/edgar/data/860730/000095017023003234/hca-ex10_9i.htm) |

| | | [10.1 to the Company’s Current Report on Form 8-K filed February 4, 2015, and incorporated herein by reference).*](https://www.sec.gov/Archives/edgar/data/860730/000119312515033847/d865389dex101.htm) |

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| 10.34 | — | [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](https://www.sec.gov/Archives/edgar/data/860730/000119312521048994/d37951dex1037.htm) |

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| --- | --- |

Financial Statements.

F-1

of this annual report on Form

10-K

is provided in response to this item.

List of Financial Statement Schedules.

3.

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

| 4.26(c) | | — [Schedule of Omitted Supplemental Indentures to Supplemental Indentures, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/860730/000119312522046707/d32297dex426c.htm) |

[removed: SIGNATURES][added: SIGNATURES]

| HCA HEALTHCARE, INC. | | [removed: |]

| | [removed: |] Samuel N. Hazen [removed: Chief] [added: *Chief] Executive [removed: Officer] [added: Officer*] |

Dated: February [removed: 18, 2022][added: 17, 2023]

| [removed: Signature | | Title] [added: Signature] | [added: Title] | [removed: Date] [added: Date] |

| /S/ [removed: S AMUEL N. H AZEN Samuel] [added: SAMUEL] N. [removed: Hazen |] [added: HAZEN] | Chief Executive Officer and Director (Principal Executive Officer) | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: W ILLIAM B. R UTHERFORD William] [added: WILLIAM] B. [removed: Rutherford |] [added: RUTHERFORD] | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: T HOMAS F. F RIST III Thomas] [added: THOMAS] F. [removed: Frist] [added: FRIST] III | [removed: |] Chairman and Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: M EG G. C ROFTON Meg] [added: MEG] G. [removed: Crofton |] [added: CROFTON] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: R OBERT J. D ENNIS Robert] [added: ROBERT] J. [removed: Dennis |] [added: DENNIS] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: N ANCY \-A NN D E P ARLE Nancy-Ann DeParle |] [added: NANCY\-ANN DEPARLE] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: W ILLIAM R. F RIST William] [added: WILLIAM] R. [removed: Frist |] [added: FRIST] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: C HARLES O. H OLLIDAY , J R . Charles] [added: CHARLES] O. [removed: Holliday, Jr. |] [added: HOLLIDAY, JR.] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: H UGH F. J OHNSTON Hugh] [added: HUGH] F. [removed: Johnston |] [added: JOHNSTON] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: M ICHAEL W. M ICHELSON Michael] [added: MICHAEL] W. [removed: Michelson |] [added: MICHELSON] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: W AYNE J. R ILEY Wayne] [added: WAYNE] J. [removed: Riley |] [added: RILEY] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

| /S/ [removed: A NDREA B. S MITH Andrea] [added: ANDREA] B. [removed: Smith |] [added: SMITH] | Director | [removed: |] February [removed: 18, 2022] [added: 17, 2023] |

[removed: HCA] [added: HCA] HEALTHCARE, [removed: INC.][added: INC.]

[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| | [removed: | Page | |] [added: Page] |

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

| Consolidated Financial Statements: | | [removed: | | |]

| [Consolidated Income Statements for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#fin32297_2) | |] [added: 2020](#consolidated_income_statements)] | F-5 | [removed: |]

| [Consolidated Comprehensive Income Statements for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#fin32297_3) | |] [added: 2020](#consolidated_comprehensive_income)] | F-6 | [removed: |]

| [Consolidated Balance Sheets, December 31, [removed: 2021] [added: 2022] and [removed: 2020](#fin32297_4) | |] [added: 2021](#consolidated_balance_sheets)] | F-7 | [removed: |]

| [Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#fin32297_5) | |] [added: 2020](#consolidated_of_stockholders_equity)] | F-8 | [removed: |]

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#fin32297_6) | |] [added: 2020](#consolidated_statements_of_cash_flows)] | F-9 | [removed: |]