Item 16. . Form 10-K Summary
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Item 16. . Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HCA HEALTHCARE, INC. | |
| By: | /S/ SAMUEL N. HAZEN |
| Samuel N. Hazen Chief Executive Officer |
Dated: February 10, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /S/ SAMUEL N. HAZEN | Chief Executive Officer and Director (Principal Executive Officer) | February 10, 2026 |
| Samuel N. Hazen | ||
| /S/ MICHAEL A. MARKS | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 10, 2026 |
| Michael A. Marks | ||
| /S/ CHRISTOPHER F. WYATT | Senior Vice President and Controller (Principal Accounting Officer) | February 10, 2026 |
| Christopher F. Wyatt | ||
| /S/ THOMAS F. FRIST III | Chairman and Director | February 10, 2026 |
| Thomas F. Frist III | ||
| /S/ JOHN W. CHIDSEY, III | Director | February 10, 2026 |
| John W. Chidsey, III | ||
| /S/ ROBERT J. DENNIS | Director | February 10, 2026 |
| Robert J. Dennis | ||
| /S/ NANCY-ANN DEPARLE | Director | February 10, 2026 |
| Nancy-Ann DeParle | ||
| /S/ WILLIAM R. FRIST | Director | February 10, 2026 |
| William R. Frist | ||
| /S/ HUGH F. JOHNSTON | Director | February 10, 2026 |
| Hugh F. Johnston | ||
| /S/ MICHAEL W. MICHELSON | Director | February 10, 2026 |
| Michael W. Michelson | ||
| /S/ WAYNE J. RILEY | Director | February 10, 2026 |
| Wayne J. Riley | ||
| /S/ ANDREA B. SMITH | Director | February 10, 2026 |
| Andrea B. Smith |
HCA HEALTHCARE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
of HCA Healthcare, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of HCA Healthcare, Inc. (the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 10, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-2
| Revenue Recognition – Contractual Adjustments and Implicit Price Concessions | |
| Description of the Matter | For the year ended December 31, 2025, the Company’s revenues were $75.600 billion. As discussed in Note 1 to the consolidated financial statements, revenues are based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments under managed care and commercial insurance plans and government payor programs are based upon the payment terms specified in the related contractual agreements or provided by government payor programs. Management continually reviews the contractual adjustments estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have healthcare coverage may have discounts applied (uninsured and other discounts). The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues and accounts receivable at the estimated amounts the Company expects to collect. The primary collection risks relate to uninsured patient accounts, including amounts owed from patients after insurance has paid the amounts covered by the applicable agreement or program. Implicit price concessions relate primarily to amounts due directly from patients and are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Auditing management’s estimates of contractual adjustments and implicit price concessions was complex and judgmental due to the significant data inputs and subjective assumptions utilized in determining related amounts as discussed above. |
| How We Addressed the Matter in Our Audit | We tested internal controls that address the risks of material misstatement related to the measurement and valuation of revenues, including estimation of contractual adjustments and implicit price concessions. For example, we tested management’s internal controls over the key data inputs to the contractual adjustments and implicit price concession models, the significant assumptions underlying management’s models, and the retrospective reviews of historical reserve accuracy. To test the estimated contractual adjustments and implicit price concessions, we performed audit procedures that included, among others, assessing the methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates. We compared the significant assumptions used by management to historical assumptions and to current industry and economic trends and considered changes, if any, to the Company’s business and other relevant factors. We also assessed the historical accuracy of management’s estimates as a source of potential corroborative or contrary evidence. |
| Professional Liability and Related Provisions | |
| Description of the Matter | At December 31, 2025, the Company’s reserves for professional liability risks were $2.044 billion and the Company’s related provision for losses for the year ended December 31, 2025 was $651 million. As discussed in Note 1 to the consolidated financial statements, reserves for professional liability risks represent the estimated ultimate cost of all reported and unreported losses incurred and unpaid through the consolidated balance sheet date. Management estimates professional liability reserves and provisions for losses using individual case-basis valuations and actuarial analyses. Trends in the average frequency (number of claims) and ultimate average severity (cost per claim) of claims are significant assumptions in estimating the reserves. |
| Auditing management’s reserves for professional liability risks was complex and judgmental due to the significant estimations required in determining the reserves, particularly the actuarial analyses and assumptions related to the effects of trends in average severity and average frequency of claims. | |
F-3
| How We Addressed the Matter in Our Audit | We tested management’s internal controls that address the risks of material misstatement over the Company’s reserves for professional liability risks estimation process. For example, we tested internal controls over management’s review of the actuarial analyses, the significant assumptions, and the completeness and accuracy of claims data used in the reserve estimation process. To test the Company’s determination of the estimated professional liability expense and reserves, we performed audit procedures that included, among others, testing the completeness and accuracy of underlying claims data used by the Company and its actuaries in its determination of reserves and reviewing the Company’s insurance contracts to validate self-insured limits, deductibles and coverage limits. Additionally, with the involvement of our actuarial specialists, we performed audit procedures that included, among others, assessing the actuarial analyses performed by management and its actuaries, testing the significant assumptions including consideration of Company-specific claim reporting and payment data, assessing the accuracy of management’s historical reserve estimates, and developing an independent range of reserves for comparison to the Company’s recorded amounts. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1994.
Nashville, Tennessee
February 10, 2026
F-4
HCA HE****ALTHCARE, INC.
CONSOLIDATED IN****COME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Dollars in millions, except per share amounts)
| 2025 | 2024 | 2023 | ||||||||||
| Revenues | $ | 75,600 | $ | 70,603 | $ | 64,968 | ||||||
| Salaries and benefits | 32,859 | 31,170 | 29,487 | |||||||||
| Supplies | 11,367 | 10,755 | 9,902 | |||||||||
| Other operating expenses | 15,886 | 14,819 | 12,875 | |||||||||
| Equity in earnings of affiliates | **(**78 | ) | (23 | ) | (22 | ) | ||||||
| Depreciation and amortization | 3,523 | 3,312 | 3,077 | |||||||||
| Interest expense | 2,248 | 2,061 | 1,938 | |||||||||
| Losses (gains) on sales of facilities | **(**37 | ) | (14 | ) | 5 | |||||||
| 65,768 | 62,080 | 57,262 | ||||||||||
| Income before income taxes | 9,832 | 8,523 | 7,706 | |||||||||
| Provision for income taxes | 2,050 | 1,866 | 1,615 | |||||||||
| Net income | 7,782 | 6,657 | 6,091 | |||||||||
| Net income attributable to noncontrolling interests | 998 | 897 | 849 | |||||||||
| Net income attributable to HCA Healthcare, Inc. | $ | 6,784 | $ | 5,760 | $ | 5,242 | ||||||
| Per share data: | ||||||||||||
| Basic earnings per share | $ | 28.70 | $ | 22.27 | $ | 19.25 | ||||||
| Diluted earnings per share | $ | 28.33 | $ | 22.00 | $ | 18.97 | ||||||
| Shares used in earnings per share calculations (in millions): | ||||||||||||
| Basic | 236.413 | 258.603 | 272.404 | |||||||||
| Diluted | 239.495 | 261.806 | 276.412 |
The accompanying notes are an integral part of the consolidated financial statements.
F-5
HCA HEA****LTHCARE, INC.
CONSOLIDATED COMPREHE****NSIVE INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Dollars in millions)
| 2025 | 2024 | 2023 | ||||||||||
| Net income | $ | 7,782 | $ | 6,657 | $ | 6,091 | ||||||
| Other comprehensive income (loss) before taxes: | ||||||||||||
| Foreign currency translation | 64 | (16 | ) | 41 | ||||||||
| Unrealized gains on available-for-sale securities | 13 | 1 | 11 | |||||||||
| Gains included in other operating expenses | — | — | (1 | ) | ||||||||
| 13 | 1 | 10 | ||||||||||
| Defined benefit plans | 31 | 65 | 27 | |||||||||
| Pension (benefits) costs included in salaries and benefits | **(**8 | ) | 1 | 3 | ||||||||
| 23 | 66 | 30 | ||||||||||
| Other comprehensive income before taxes | 100 | 51 | 81 | |||||||||
| Income taxes related to other comprehensive income items | 18 | 13 | 16 | |||||||||
| Other comprehensive income | 82 | 38 | 65 | |||||||||
| Comprehensive income | 7,864 | 6,695 | 6,156 | |||||||||
| Comprehensive income attributable to noncontrolling interests | 998 | 897 | 849 | |||||||||
| Comprehensive income attributable to HCA Healthcare, Inc. | $ | 6,866 | $ | 5,798 | $ | 5,307 |
The accompanying notes are an integral part of the consolidated financial statements.
F-6
HCA HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Dollars in millions)
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,040 | $ | 1,933 | ||||
| Accounts receivable | 10,867 | 10,751 | ||||||
| Inventories | 1,652 | 1,738 | ||||||
| Other | 2,224 | 1,992 | ||||||
| 15,783 | 16,414 | |||||||
| Property and equipment, at cost: | ||||||||
| Land | 3,415 | 3,295 | ||||||
| Buildings | 23,726 | 22,691 | ||||||
| Equipment | 36,989 | 34,670 | ||||||
| Construction in progress | 2,145 | 1,858 | ||||||
| 66,275 | 62,514 | |||||||
| Accumulated depreciation | **(**35,134 | ) | (33,100 | ) | ||||
| 31,141 | 29,414 | |||||||
| Investments of insurance subsidiaries | 485 | 569 | ||||||
| Investments in and advances to affiliates | 633 | 662 | ||||||
| Goodwill and other intangible assets | 10,293 | 10,093 | ||||||
| Right-of-use operating lease assets | 2,130 | 2,131 | ||||||
| Other | 255 | 230 | ||||||
| $ | 60,720 | $ | 59,513 | |||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,659 | $ | 4,276 | ||||
| Accrued salaries | 2,525 | 2,304 | ||||||
| Other accrued expenses | 4,277 | 3,899 | ||||||
| Short-term borrowings and long-term debt due within one year | 4,889 | 4,698 | ||||||
| 16,350 | 15,177 | |||||||
| Long-term debt, less debt issuance costs and discounts of $436 and $369 | 41,603 | 38,333 | ||||||
| Professional liability risks | 1,466 | 1,544 | ||||||
| Right-of-use operating lease obligations | 1,853 | 1,863 | ||||||
| Income taxes and other liabilities | 2,219 | 2,041 | ||||||
| Stockholders’ (deficit) equity: | ||||||||
| Common stock $0.01 par; authorized 1,800,000,000 shares; outstanding 224,605,100 shares — 2025 and 249,981,400 shares — 2024 | 2 | 3 | ||||||
| Accumulated other comprehensive loss | **(**305 | ) | (387 | ) | ||||
| Retained deficit | **(**5,724 | ) | (2,115 | ) | ||||
| Stockholders’ deficit attributable to HCA Healthcare, Inc. | **(**6,027 | ) | (2,499 | ) | ||||
| Noncontrolling interests | 3,256 | 3,054 | ||||||
| **(**2,771 | ) | 555 | ||||||
| $ | 60,720 | $ | 59,513 |
The accompanying notes are an integral part of the consolidated financial statements.
F-7
HCA HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Dollars in millions, except per share amounts)
| Equity (Deficit) Attributable to HCA Healthcare, Inc. | ||||||||||||||||||||||||||||
| Capital | Accumulated | Equity | ||||||||||||||||||||||||||
| Common Stock | in Excess | Other | Attributable to | |||||||||||||||||||||||||
| Shares | Par | of Par | Comprehensive | Retained | Noncontrolling | |||||||||||||||||||||||
| (in millions) | Value | Value | Loss | Deficit | Interests | Total | ||||||||||||||||||||||
| Balances, December 31, 2022 | 277.378 | $ | 3 | $ | — | $ | (490 | ) | $ | (2,280 | ) | $ | 2,694 | $ | (73 | ) | ||||||||||||
| Comprehensive income | 65 | 5,242 | 849 | 6,156 | ||||||||||||||||||||||||
| Repurchase of common stock | (14.465 | ) | (172 | ) | (3,670 | ) | (3,842 | ) | ||||||||||||||||||||
| Share-based benefit plans | 2.624 | 172 | 172 | |||||||||||||||||||||||||
| Cash dividends declared ($2.40 per share) | (658 | ) | (658 | ) | ||||||||||||||||||||||||
| Distributions | (640 | ) | (640 | ) | ||||||||||||||||||||||||
| Other | 14 | (69 | ) | (55 | ) | |||||||||||||||||||||||
| Balances, December 31, 2023 | 265.537 | 3 | — | (425 | ) | (1,352 | ) | 2,834 | 1,060 | |||||||||||||||||||
| Comprehensive income | 38 | 5,760 | 897 | 6,695 | ||||||||||||||||||||||||
| Repurchase of common stock | (17.798 | ) | (261 | ) | (5,803 | ) | (6,064 | ) | ||||||||||||||||||||
| Share-based benefit plans | 2.242 | 261 | 261 | |||||||||||||||||||||||||
| Cash dividends declared ($2.64 per share) | (688 | ) | (688 | ) | ||||||||||||||||||||||||
| Distributions | (711 | ) | (711 | ) | ||||||||||||||||||||||||
| Other | (32 | ) | 34 | 2 | ||||||||||||||||||||||||
| Balances, December 31, 2024 | 249.981 | 3 | - | (387 | ) | (2,115 | ) | 3,054 | 555 | |||||||||||||||||||
| Comprehensive income | 82 | 6,784 | 998 | 7,864 | ||||||||||||||||||||||||
| Repurchase of common stock | **(**26.739 | ) | **(**1 | ) | **(**417 | ) | **(**9,692 | ) | **(**10,110 | ) | ||||||||||||||||||
| Share-based benefit plans | 1.363 | 417 | 417 | |||||||||||||||||||||||||
| Cash dividends declared ($2.88 per share) | **(**684 | ) | **(**684 | ) | ||||||||||||||||||||||||
| Distributions | **(**827 | ) | **(**827 | ) | ||||||||||||||||||||||||
| Other | **(**17 | ) | 31 | 14 | ||||||||||||||||||||||||
| Balances, December 31, 2025 | 224.605 | $ | 2 | $ | — | $ | **(**305 | ) | $ | **(**5,724 | ) | $ | 3,256 | $ | **(**2,771 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
F-8
HCA HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Dollars in millions)
| 2025 | 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 7,782 | $ | 6,657 | $ | 6,091 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Increase (decrease) in cash from operating assets and liabilities: | ||||||||||||
| Accounts receivable | **(**94 | ) | (799 | ) | (935 | ) | ||||||
| Inventories and other assets | **(**154 | ) | 334 | (126 | ) | |||||||
| Accounts payable and accrued expenses | 666 | 359 | 604 | |||||||||
| Depreciation and amortization | 3,523 | 3,312 | 3,077 | |||||||||
| Income taxes | 310 | 22 | 229 | |||||||||
| Losses (gains) on sales of facilities | **(**37 | ) | (14 | ) | 5 | |||||||
| Amortization of debt issuance costs and discounts | 44 | 35 | 35 | |||||||||
| Share-based compensation | 401 | 360 | 262 | |||||||||
| Other | 195 | 248 | 189 | |||||||||
| Net cash provided by operating activities | 12,636 | 10,514 | 9,431 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property and equipment | **(**4,944 | ) | (4,875 | ) | (4,744 | ) | ||||||
| Acquisition of hospitals and health care entities | **(**397 | ) | (266 | ) | (635 | ) | ||||||
| Sales of hospitals and health care entities | 269 | 328 | 193 | |||||||||
| Change in investments | 72 | (115 | ) | (112 | ) | |||||||
| Other | 12 | (5 | ) | (19 | ) | |||||||
| Net cash used in investing activities | **(**4,988 | ) | (4,933 | ) | (5,317 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Issuances of long-term debt | 8,474 | 7,495 | 3,224 | |||||||||
| Net change in short-term borrowings and revolving credit facilities | 2,202 | (1,880 | ) | (1,020 | ) | |||||||
| Repayment of long-term debt | **(**7,389 | ) | (2,410 | ) | (909 | ) | ||||||
| Distributions to noncontrolling interests | **(**827 | ) | (711 | ) | (640 | ) | ||||||
| Payment of debt issuance costs | **(**79 | ) | (67 | ) | (31 | ) | ||||||
| Payment of dividends | **(**679 | ) | (690 | ) | (661 | ) | ||||||
| Repurchase of common stock | **(**10,067 | ) | (6,042 | ) | (3,811 | ) | ||||||
| Other | **(**185 | ) | (277 | ) | (246 | ) | ||||||
| Net cash used in financing activities | **(**8,550 | ) | (4,582 | ) | (4,094 | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 9 | (1 | ) | 7 | ||||||||
| Change in cash and cash equivalents | **(**893 | ) | 998 | 27 | ||||||||
| Cash and cash equivalents at beginning of period | 1,933 | 935 | 908 | |||||||||
| Cash and cash equivalents at end of period | $ | 1,040 | $ | 1,933 | $ | 935 | ||||||
| Interest payments | $ | 2,207 | $ | 1,938 | $ | 1,892 | ||||||
| Income tax payments, net | $ | 1,740 | $ | 1,844 | $ | 1,386 |
The accompanying notes are an integral part of the consolidated financial statements.
F-9
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ACC****OUNTING POLICIES
Reporting Entity
HCA Healthcare, Inc. is a holding company whose affiliates own and operate hospitals and related health care entities. The term “affiliates” includes direct and indirect subsidiaries of HCA Healthcare, Inc. and partnerships and joint ventures in which such subsidiaries are partners. At December 31, 2025 these affiliates owned and operated 190 hospitals, 121 freestanding surgery centers, 31 freestanding endoscopy centers and provided extensive outpatient and ancillary services. HCA Healthcare, Inc.’s facilities are located in 19 states and England. The terms “Company,” “HCA,” “we,” “our” or “us,” as used herein and unless otherwise stated or indicated by context, refer to HCA Healthcare, Inc. and its affiliates. The terms “facilities” or “hospitals” refer to entities owned and operated by affiliates of HCA and the term “employees” refers to employees of affiliates of HCA.
Basis of Presentation
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The consolidated financial statements include all subsidiaries and entities controlled by HCA. We generally define “control” as ownership of a majority of the voting interest of an entity. The consolidated financial statements include entities in which we absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. The accounts of acquired entities are included in our consolidated financial statements for periods subsequent to our acquisition of controlling interests. Significant intercompany transactions have been eliminated. Investments in entities we do not control, but in which we have a substantial ownership interest and can exercise significant influence, are accounted for using the equity method.
The majority of our expenses are “costs of revenues” items. Costs that could be classified as general and administrative include our corporate office costs, which were $548 million, $421 million and $353 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Revenues
Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges), and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.
F-10
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Revenues (continued)
Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured and other discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts we expect to collect. Our revenues by primary third-party payer classification and other (including uninsured patients) for the years ended December 31, are summarized in the following table (dollars in millions):
| Years Ended December 31, | ||||||||||||||||||||||||
| 2025 | Ratio | 2024 | Ratio | 2023 | Ratio | |||||||||||||||||||
| Medicare | $ | 11,273 | 14.9 | % | $ | 10,780 | 15.3 | % | $ | 10,585 | 16.3 | % | ||||||||||||
| Managed Medicare | 13,435 | 17.8 | 11,987 | 17.0 | 10,496 | 16.2 | ||||||||||||||||||
| Medicaid | 5,909 | 7.8 | 4,678 | 6.6 | 3,606 | 5.6 | ||||||||||||||||||
| Managed Medicaid | 3,693 | 4.9 | 3,980 | 5.6 | 3,879 | 6.0 | ||||||||||||||||||
| Managed care and other insurers | 36,968 | 48.9 | 34,954 | 49.5 | 31,819 | 49.0 | ||||||||||||||||||
| International (managed care and other insurers) | 1,864 | 2.5 | 1,682 | 2.4 | 1,509 | 2.3 | ||||||||||||||||||
| Other | 2,458 | 3.2 | 2,542 | 3.6 | 3,074 | 4.6 | ||||||||||||||||||
| Revenues | $ | 75,600 | 100.0 | % | $ | 70,603 | 100.0 | % | $ | 64,968 | 100.0 | % |
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). The adjustments to estimated Medicare and Medicaid reimbursement and disproportionate-share amounts, related primarily to cost reports filed during the respective year, resulted in net increases to revenues of $31 million, $42 million and $84 million in 2025, 2024 and 2023, respectively. The adjustments to estimated reimbursement amounts related primarily to cost reports filed during previous years resulted in net increases to revenues of $32 million in 2025, $78 million in 2024 and $58 million in 2023.
The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive.
Patients treated at hospitals for non-elective care, who have income at or below 400% of the federal poverty level, are eligible for charity care, and we limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level. Patients treated at hospitals for non-elective care, who have income above 400% of the federal poverty level, are eligible for certain other discounts which limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level. We apply additional discounts to limit patient responsibility for certain emergency services. The federal poverty level is established by the federal government and is based on income and family size. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. We may provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied.
F-11
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Revenues (continued)
The collection of outstanding receivables from Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the age of those accounts. Accounts are written off when all reasonable collection efforts have been performed.
The estimates for implicit price concessions are based upon management’s assessment of historical writeoffs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical writeoffs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. We perform the hindsight analysis quarterly, utilizing rolling twelve-months accounts receivable collection and writeoff data. We believe our quarterly updates to the estimated implicit price concession amounts at each of our hospital facilities provide reasonable estimates of our revenues and valuations of our accounts receivable. These routine, quarterly changes in estimates have not resulted in material adjustments to the valuations of our accounts receivable or period-to-period comparisons of our revenues. At December 31, 2025 and 2024, estimated implicit price concessions of $7.674 billion and $7.773 billion, respectively, had been recorded to adjust our revenues and accounts receivable to the estimated amounts we expect to collect.
To quantify the total impact of the trends related to uninsured patient accounts, we believe it is beneficial to view total uncompensated care, which is comprised of charity care, uninsured discounts and implicit price concessions. A summary of the estimated cost of total uncompensated care for the years ended December 31, follows (dollars in millions):
| 2025 | 2024 | 2023 | ||||||||||
| Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization) | $ | 63,635 | $ | 60,056 | $ | 55,341 | ||||||
| Cost-to-charges ratio (patient care costs as percentage of gross patient charges) | 9.6 | % | 10.1 | % | 10.5 | % | ||||||
| Total uncompensated care | $ | 47,966 | $ | 43,231 | $ | 35,426 | ||||||
| Multiply by the cost-to-charges ratio | 9.6 | % | 10.1 | % | 10.5 | % | ||||||
| Estimated cost of total uncompensated care | $ | 4,605 | $ | 4,366 | $ | 3,720 |
The total uncompensated care amounts include charity care of $16.499 billion, $15.942 billion and $14.425 billion for the years ended December 31, 2025, 2024 and 2023, respectively. The estimated cost of charity care was $1.584 billion, $1.610 billion and $1.515 billion for the years ended December 31, 2025, 2024 and 2023, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with a maturity of three months or less when purchased. Our insurance subsidiaries’ cash equivalent investments in excess of the amounts required to pay estimated professional liability claims during the next twelve months are not included in cash and cash equivalents as these funds are not available for general corporate purposes. Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments.
F-12
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Accounts Receivable
We receive payments for services rendered from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, employers and patients. We recognize that revenues and receivables from government agencies are significant to our operations, but do not believe there are significant credit risks associated with these government agencies. We do not believe there are any other significant concentrations of revenues from any particular payer that would subject us to any significant credit risks in the collection of our accounts receivable. Days revenues in accounts receivable were 51 days, 54 days and 53 days at December 31, 2025, 2024 and 2023, respectively. Changes in general economic conditions, revenue cycle service center operations, payer mix, payer claim processing, or federal, state and private employer health care coverage could affect our collection of accounts receivable, cash flows and results of operations.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market.
Property and Equipment
Depreciation expense, computed using the straight-line method, was $3.508 billion in 2025, $3.294 billion in 2024 and $3.052 billion in 2023. Buildings and improvements are depreciated over estimated useful lives ranging generally from 10 to 40 years. Estimated useful lives of equipment vary generally from four to 10 years.
When events, circumstances or operating results indicate the carrying values of certain property and equipment expected to be held and used might be impaired, we prepare projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Fair value may be estimated based upon internal evaluations that include quantitative analyses of revenues and cash flows, reviews of recent sales of similar assets and independent appraisals.
Property and equipment to be disposed of are reported at the lower of their carrying amounts or fair value less costs to sell or close. The estimates of fair value are usually based upon recent sales of similar assets and market responses based upon discussions with and offers received from potential buyers.
Investments of Insurance Subsidiaries
At December 31, 2025 and 2024, the investment securities held by our insurance subsidiaries were classified as “available-for-sale” as defined in Accounting Standards Codification (“ASC”) No. 320, Investments — Debt Securities and are recorded at fair value. The investment securities are held for the purpose of providing a funding source to pay liability claims covered by the insurance subsidiaries. We perform quarterly assessments of individual investment securities to determine whether declines in fair value are due to credit-related or noncredit-related factors. Our investment securities evaluation process involves subjective judgments, often involves estimating the outcome of future events, and requires a significant level of professional judgment in determining whether a credit-related impairment has occurred. We evaluate, among other things, the financial position and near-term prospects of the issuer, conditions in the issuer’s industry, liquidity of the investment, changes in the amount or timing of expected future cash flows from the investment, and recent downgrades of the issuer by a rating agency, to determine if, and when, a decline in the fair value of an investment below amortized cost is considered to be a credit-related impairment. The extent to which the fair value of the investment is less than amortized cost and our ability and intent to retain the investment, to allow for any anticipated recovery of the investment’s fair value, are important components of our investment securities evaluation process.
F-13
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Goodwill and Intangible Assets
Goodwill is not amortized but is subject to annual impairment tests. In addition to the annual impairment review, impairment reviews are performed whenever circumstances indicate a possible impairment may exist. Impairment testing for goodwill is done at the reporting unit level. Reporting units are one level below the business segment level, and our impairment testing is performed at the operating division level. We compare the fair value of the reporting unit assets to the carrying amount, on at least an annual basis, to determine if there is potential impairment. If the fair value of the reporting unit assets is less than their carrying value, an impairment loss is recognized. Fair value is estimated based upon internal evaluations of each reporting unit that include quantitative analyses of market multiples, revenues and cash flows and reviews of recent sales of similar facilities. No goodwill impairments were recognized during 2025, 2024 or 2023.
During 2025, goodwill increased by $218 million related to acquisitions and declined by $6 million related to foreign currency translation and other adjustments. During 2024, goodwill increased by $170 million related to acquisitions and declined by $6 million related to foreign currency translation and other adjustments.
During 2025 and 2024, identifiable intangible assets declined by $12 million and $16 million, respectively, due to amortization and other adjustments. Identifiable intangible assets with finite lives are amortized over estimated lives ranging generally from three to 10 years. The gross carrying amount of amortizable identifiable intangible assets at both December 31, 2025 and 2024 was $274 million and accumulated amortization was $256 million and $244 million, respectively. The gross carrying amount of indefinite-lived identifiable intangible assets at both December 31, 2025 and 2024 was $293 million. Indefinite-lived identifiable intangible assets are not amortized but are subject to annual impairment tests, and impairment reviews are performed whenever circumstances indicate a possible impairment may exist.
Debt Issuance Costs and Discounts
Debt issuance costs and discounts are amortized based upon the terms of the respective debt obligations. The gross carrying amounts of debt issuance costs and discounts at December 31, 2025 and 2024 were $639 million and $608 million, respectively, and accumulated amortization was $203 million and $239 million, respectively. Amortization of debt issuance costs and discounts is included in interest expense and was $44 million, $35 million and $35 million for 2025, 2024 and 2023, respectively.
Professional Liability Reserves
Reserves for professional liability risks were $2.044 billion and $2.131 billion at December 31, 2025 and 2024, respectively. The current portion of the reserves, $578 million and $587 million at December 31, 2025 and 2024, respectively, is included in “other accrued expenses” in the consolidated balance sheets. Provisions for losses related to professional liability risks were $651 million, $627 million and $619 million for 2025, 2024 and 2023, respectively, and are included in “other operating expenses” in our consolidated income statements. Provisions for losses related to professional liability risks are based upon actuarially determined estimates. Loss and loss expense reserves represent the estimated ultimate cost of all reported and unreported losses incurred and unpaid through the respective consolidated balance sheet dates. The reserves for unpaid losses and loss expenses are estimated using individual case-basis valuations and actuarial analyses. Those estimates are subject to the effects of trends in loss severity and frequency. The estimates are continually reviewed and adjustments are recorded as experience develops or new information becomes known. Adjustments to the estimated reserve amounts are included in current operating results. The reserves for professional liability risks cover approximately 2,360 and 2,120 individual claims at December 31, 2025 and 2024, respectively, and estimates for unreported potential claims. The time period required to resolve these claims can vary depending upon the jurisdiction and whether the claim is settled or litigated. During 2025 and 2024, $702 million and $600 million, respectively, of net payments were made for professional and general liability claims. The estimation of the timing of payments beyond a year can vary significantly. Although considerable variability is inherent in professional liability reserve estimates, we believe the reserves for losses and loss expenses are adequate; however, there can be no assurance the ultimate liability will not exceed our estimates.
F-14
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Professional Liability Reserves (continued)
A portion of our professional liability risks is insured through one of our insurance subsidiaries. Subject, in most cases, to a $15 million per occurrence self-insured retention, our facilities are insured by our insurance subsidiary for losses up to $110 million per occurrence ($120 million effective January 1, 2026). The insurance subsidiary has obtained reinsurance for professional liability risks generally above a retention level of either $25 million or $35 million per occurrence, depending on the jurisdiction for the related claim. We also maintain professional liability insurance with unrelated commercial carriers for losses in excess of amounts insured by our insurance subsidiary.
The obligations covered by reinsurance and excess insurance contracts are included in the reserves for professional liability risks, as we remain liable to the extent the reinsurers and excess insurance carriers do not meet their obligations under the reinsurance and excess insurance contracts. The amounts receivable under the reinsurance contracts were $38 million and $35 million at December 31, 2025 and 2024, respectively, recorded in “other assets,” and $9 million and $45 million at December 31, 2025 and 2024, respectively, recorded in “other current assets.”
Noncontrolling Interests in Consolidated Entities
The consolidated financial statements include all assets, liabilities, revenues and expenses of less than 100% owned entities that we control. Accordingly, we have recorded noncontrolling interests in the earnings and equity of such entities.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
NOTE 2 — SHARE-BASED COMPENSATION
Stock Incentive Plans
Our stock incentive plans are designed to promote the long-term financial interests and growth of the Company by attracting and retaining management and other personnel, motivating them to achieve long range goals and aligning their interests with those of our stockholders. Stock appreciation right (“SAR”) and restricted share unit (“RSU”) grants vest solely based upon continued employment over a specific period of time, and performance share unit (“PSU”) grants vest based upon both continued employment over a specific period of time and the achievement of predetermined financial targets over a specific period of time. During 2025, the Company’s stockholders approved certain amendments to the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates, including an increase in the number of shares available for issuance under the plan by 13.150 million shares. At December 31, 2025 there were 18.794 million shares available for future grants under the plan.
Employee Stock Purchase Plan
Our employee stock purchase plan (“ESPP”) provides our participating employees an opportunity to obtain shares of our common stock at a discount (through payroll deductions over three-month periods). At December 31, 2025, 9.119 million shares of common stock were reserved for ESPP issuances. During 2025, 2024 and 2023, the Company recognized $19 million, $18 million and $17 million, respectively, of compensation expense related to the ESPP.
SAR, RSU and PSU Activity
The fair value of each SAR award is estimated on the grant date, using valuation models and the weighted average assumptions indicated in the following table. Awards under our stock incentive plans generally vest based on continued employment (“Time SARs” and “RSUs”) or based upon continued employment and the achievement of certain financial targets (“PSUs”). PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance less than 85% of target for 2025 grants and 90% of target for 2024 and prior grants) to two times the original PSU grant (for actual performance of 110% or more of target). Each grant is valued as a single award with an expected term equal to the average expected term of the component vesting tranches. The expected term of the share-based award is limited by the contractual term. We use historical exercise behavior data and other factors to estimate the expected term of the SARs.
F-15
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2 — SHARE-BASED COMPENSATION (continued)
SAR, RSU and PSU Activity (continued)
Compensation cost is recognized on the straight-line attribution method. The straight-line attribution method requires that total compensation expense recognized must at least equal the vested portion of the grant-date fair value. The expected volatility is derived using historical stock price information for our common stock and the volatility implied by the trading of options to purchase our stock on open-market exchanges. The risk-free interest rate is the approximate yield on United States Treasury Strips having a life equal to the expected share-based award life on the date of grant. The expected life is an estimate of the number of years a share-based award will be held before it is exercised. The expected dividend yield is estimated based on the assumption that the dividend yield at date of grant will be maintained over the expected life of the grant.
| 2025 | 2024 | 2023 | ||||||||||
| Risk-free interest rate | 4.33 | % | 3.94 | % | 3.69 | % | ||||||
| Expected volatility | 33 | % | 33 | % | 36 | % | ||||||
| Expected life, in years | 5.28 | 5.23 | 5.14 | |||||||||
| Expected dividend yield | 0.88 | % | 0.87 | % | 0.95 | % |
Information regarding Time SAR and Performance SAR activity during 2025, 2024 and 2023 is summarized below (share amounts in thousands):
| Time SARs | Performance SARs | Total SARs | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value (dollars in millions) | |||||||||||||||||
| SARs outstanding, December 31, 2022 | 5,960 | 127 | 6,087 | $ | 126.38 | |||||||||||||||||
| Granted | 580 | — | 580 | 253.49 | ||||||||||||||||||
| Exercised | (1,156 | ) | (83 | ) | (1,239 | ) | 95.29 | |||||||||||||||
| Cancelled | (59 | ) | — | (59 | ) | 202.05 | ||||||||||||||||
| SARs outstanding, December 31, 2023 | 5,325 | 44 | 5,369 | 146.46 | ||||||||||||||||||
| Granted | 491 | — | 491 | 305.44 | ||||||||||||||||||
| Exercised | (1,128 | ) | (44 | ) | (1,172 | ) | 111.02 | |||||||||||||||
| Cancelled | (101 | ) | — | (101 | ) | 246.78 | ||||||||||||||||
| SARs outstanding, December 31, 2024 | 4,587 | — | 4,587 | 170.31 | ||||||||||||||||||
| Granted | 418 | — | 418 | 329.80 | ||||||||||||||||||
| Exercised | **(**859 | ) | — | **(**859 | ) | 125.10 | ||||||||||||||||
| Cancelled | **(**40 | ) | — | **(**40 | ) | 308.57 | ||||||||||||||||
| SARs outstanding, December 31, 2025 | 4,106 | — | 4,106 | $ | 194.62 | 5.1 years | $ | 1,118 | ||||||||||||||
| SARs exercisable, December 31, 2025 | 3,012 | — | 3,012 | $ | 158.20 | 4.0 years | $ | 930 |
The weighted average fair values of SARs granted during 2025, 2024 and 2023 were $114.39, $102.65 and $87.47 per share, respectively. The intrinsic values of SARs exercised during 2025, 2024 and 2023 were $226 million, $257 million and $207 million, respectively. As of December 31, 2025, the unrecognized compensation cost related to nonvested SARs was $47 million.
F-16
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2 — SHARE-BASED COMPENSATION (continued)
SAR, RSU and PSU Activity (continued)
Information regarding RSU and PSU activity during 2025, 2024 and 2023 is summarized below (share amounts in thousands):
| RSUs | PSUs | Total RSUs and PSUs | Weighted Average Grant Date Fair Value | |||||||||||||
| RSUs and PSUs outstanding, December 31, 2022 | 1,784 | 1,715 | 3,499 | $ | 179.18 | |||||||||||
| Granted | 609 | 479 | 1,088 | 253.85 | ||||||||||||
| Performance adjustment | — | 697 | 697 | 144.42 | ||||||||||||
| Vested | (717 | ) | (1,393 | ) | (2,110 | ) | 152.50 | |||||||||
| Cancelled | (125 | ) | (88 | ) | (213 | ) | 217.78 | |||||||||
| RSUs and PSUs outstanding, December 31, 2023 | 1,551 | 1,410 | 2,961 | 214.71 | ||||||||||||
| Granted | 582 | 434 | 1,016 | 305.97 | ||||||||||||
| Performance adjustment | — | 566 | 566 | 174.55 | ||||||||||||
| Vested | (639 | ) | (1,132 | ) | (1,771 | ) | 181.81 | |||||||||
| Cancelled | (138 | ) | (103 | ) | (241 | ) | 260.96 | |||||||||
| RSUs and PSUs outstanding, December 31, 2024 | 1,356 | 1,175 | 2,531 | 260.95 | ||||||||||||
| Granted | 492 | 367 | 859 | 330.72 | ||||||||||||
| Performance adjustment | — | **(**175 | ) | **(**175 | ) | 235.81 | ||||||||||
| Vested | **(**526 | ) | **(**191 | ) | **(**717 | ) | 237.46 | |||||||||
| Cancelled | **(**94 | ) | **(**71 | ) | **(**165 | ) | 298.81 | |||||||||
| RSUs and PSUs outstanding, December 31, 2025 | 1,228 | 1,105 | 2,333 | $ | 293.03 |
The fair values of RSUs and PSUs that vested during 2025, 2024 and 2023 were $238 million, $539 million and $550 million, respectively. As of December 31, 2025, the unrecognized compensation cost related to RSUs and PSUs was $387 million.
NOTE 3 — ACQUISITIONS AND DISPOSITIONS
During 2025, we paid $189 million to acquire two hospital facilities in New Hampshire and Florida and $208 million to acquire nonhospital health care entities. During 2024, we paid $112 million to acquire three hospital facilities in Texas and $154 million to acquire nonhospital health care entities. During 2023, we paid $229 million to acquire four hospital facilities in Texas and $406 million to acquire nonhospital health care entities. Purchase price amounts have been allocated to the related assets acquired and liabilities assumed based upon their respective fair values. The purchase price paid in excess of the fair value of identifiable net assets of these acquired entities aggregated $218 million, $170 million and $362 million in 2025, 2024 and 2023, respectively. The consolidated financial statements include the accounts and operations of the acquired entities subsequent to the respective acquisition dates. The pro forma effects of these acquired entities on our results of operations for periods prior to the respective acquisition dates were not significant.
During 2025, we received proceeds of $230 million and recognized a pretax gain of $41 million ($31 million net of tax) related to the sales of two hospital facilities in California and Indiana. We also received proceeds of $39 million and recognized a pretax loss of $4 million ($3 million after tax) related to sales of real estate and other health care entity investments. During 2024, we received proceeds of $295 million and recognized a pretax gain of $189 million ($145 million net of tax) related to the sale of a hospital facility in California. We also received proceeds of $33 million and recognized a pretax loss of $5 million ($4 million after tax) related to sales of real estate and other health care entity investments. In addition, we recognized a pretax loss of $170 million ($130 million after tax) related to a hospital facility in California that we sold in 2025. During 2023, we received proceeds of $162 million for the sale of two hospital facilities in Louisiana. We also received proceeds of $31 million related to sales of real estate and other health care entity investments. We recognized a pretax loss of $5 million for these transactions.
F-17
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4 — INCOME TAXES
Effective January 1, 2025, we adopted Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), with a retrospective approach to all prior periods presented. Pretax income including income attributable to noncontrolling interests consists of the following (dollars in millions):
| 2025 | 2024 | 2023 | |||||||||
| Domestic | $ | 9,720 | $ | 8,444 | $ | 7,621 | |||||
| Foreign | 112 | 79 | 85 | ||||||||
| $ | 9,832 | $ | 8,523 | $ | 7,706 |
Income taxes paid consist of the following (dollars in millions):
| 2025 | 2024 | 2023 | ||||||||||
| Federal | $ | 1,466 | $ | 1,625 | $ | 1,187 | ||||||
| State | ||||||||||||
| Florida | 98 | 72 | 85 | |||||||||
| All other | 157 | 134 | 105 | |||||||||
| Foreign | 19 | 13 | 9 | |||||||||
| $ | 1,740 | $ | 1,844 | $ | 1,386 |
The provision for income taxes consists of the following (dollars in millions):
| 2025 | 2024 | 2023 | ||||||||||
| Current: | ||||||||||||
| Federal | $ | 1,551 | $ | 1,202 | $ | 1,118 | ||||||
| State | 248 | 212 | 213 | |||||||||
| Foreign | 13 | 20 | 3 | |||||||||
| Deferred: | ||||||||||||
| Federal | 201 | 394 | 241 | |||||||||
| State | 31 | 31 | 21 | |||||||||
| Foreign | 6 | 7 | 19 | |||||||||
| $ | 2,050 | $ | 1,866 | $ | 1,615 |
Our provision for income taxes for the years ended December 31, 2025, 2024 and 2023 included tax benefits of $61 million, $102 million and $93 million, respectively, related to the settlement of employee equity awards. The provision for income taxes reflects a $27 million and $61 million reduction in interest (net of tax) and penalty expense and $36 million of interest expense (net of tax) for the years ended December 31, 2025, 2024 and 2023, respectively. During 2024, we derecognized deferred tax assets and increased our tax provision by $276 million due to an internal restructuring of certain affiliates.
F-18
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4 — INCOME TAXES (continued)
A reconciliation of the federal statutory rate to the effective income tax rate follows (dollars in millions):
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
| U.S. federal statutory tax rate | $ | 2,065 | 21.0 | % | $ | 1,790 | 21.0 | % | $ | 1,618 | 21.0 | % | ||||||||||||
| State and local taxes, net of federal income tax effect (1) | 228 | 2.3 | 206 | 2.4 | 179 | 2.3 | ||||||||||||||||||
| Foreign tax effects | **(**4 | ) | — | 10 | 0.1 | 4 | 0.1 | |||||||||||||||||
| Nontaxable or nondeductible items | ||||||||||||||||||||||||
| Noncontrolling interest | **(**210 | ) | **(**2.1 | ) | (188 | ) | (2.2 | ) | (178 | ) | (2.3 | ) | ||||||||||||
| Share-based payment awards | **(**55 | ) | **(**0.6 | ) | (91 | ) | (1.1 | ) | (84 | ) | (1.1 | ) | ||||||||||||
| Other nontaxable or nondeductible items | 41 | 0.5 | 50 | 0.6 | 43 | 0.6 | ||||||||||||||||||
| Changes in unrecognized tax benefits | **(**18 | ) | **(**0.2 | ) | (177 | ) | (2.1 | ) | 33 | 0.4 | ||||||||||||||
| Other Adjustments | ||||||||||||||||||||||||
| Internal restructuring of affiliates | — | — | 265 | 3.2 | — | — | ||||||||||||||||||
| Other adjustments, net | 3 | — | 1 | — | — | — | ||||||||||||||||||
| Effective tax rate on income before income taxes | $ | 2,050 | 20.9 | % | $ | 1,866 | 21.9 | % | $ | 1,615 | 21.0 | % |
(1) State taxes in Florida and Texas made up the majority (greater than 50%) of the tax effect in this category.
The 2025 Federal Budget Act (the "FBA"), which was enacted on July 4, 2025, makes numerous tax changes, including reinstatement of 100% bonus depreciation for qualifying property placed in service after January 19, 2025, changing the timing of cash tax payments in 2025 and expected timing of cash tax payments for future years. We do not expect the tax provisions of the FBA will have a material impact on our effective tax rate.
A summary of the items comprising our deferred tax assets and liabilities at December 31 follows (dollars in millions):
| 2025 | 2024 | |||||||||||||||
| Assets | Liabilities | Assets | Liabilities | |||||||||||||
| Depreciation and fixed asset basis differences | $ | — | $ | 1,357 | $ | — | $ | 1,139 | ||||||||
| Allowances for professional liability and other risks | 440 | — | 395 | — | ||||||||||||
| Accounts receivable | 427 | — | 418 | — | ||||||||||||
| Compensation | 322 | — | 285 | — | ||||||||||||
| Right-of-use lease assets and obligations | 476 | 459 | 478 | 462 | ||||||||||||
| Other | 268 | 1,036 | 297 | 932 | ||||||||||||
| $ | 1,933 | $ | 2,852 | $ | 1,873 | $ | 2,533 |
At December 31, 2025, state net operating loss carryforwards (expiring in years 2026 through 2044) available to offset future taxable income approximated $24 million. Utilization of net operating loss carryforwards in any one year may be limited.
F-19
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4 — INCOME TAXES (continued)
The following table summarizes the activity related to our gross unrecognized tax benefits, excluding accrued interest and penalties of $78 million and $115 million as of December 31, 2025 and 2024, respectively (dollars in millions):
| 2025 | 2024 | |||||||
| Balance at January 1 | $ | 504 | $ | 639 | ||||
| Additions based on tax positions related to the current year | 21 | 40 | ||||||
| Additions for tax positions of prior years | 25 | 63 | ||||||
| Reductions for tax positions of prior years | **(**3 | ) | (206 | ) | ||||
| Settlements | **(**1 | ) | (17 | ) | ||||
| Lapse of applicable statutes of limitations | **(**27 | ) | (15 | ) | ||||
| Balance at December 31 | $ | 519 | $ | 504 |
Unrecognized tax benefits of $274 million as of December 31, 2025 ($295 million as of December 31, 2024) would affect the effective rate, if recognized.
During 2025, the Internal Revenue Service (“IRS”) concluded its examination of the Company’s 2022 and 2023 income tax returns resolving all federal income tax matters for those years. Completion of the examination had no material impact on our results of operations or financial position. During 2024, the IRS completed its examination of our 2016, 2017 and 2018 income tax returns, resolving all federal income tax matters for those years. In 2024, we reduced our tax provision by $254 million, including interest of $118 million (net of tax). Of this amount, $181 million, including $47 million of interest (net of tax) related to the tax rate changes under the 2017 Tax Cuts and Jobs Act. At December 31, 2025, the IRS was examining the 2019 tax returns of certain affiliates of the Company. We are subject to examination by the IRS for years after 2023, as well as by state and foreign taxing authorities.
NOTE 5 — EARNINGS PER SHARE
We compute basic earnings per share using the weighted average number of common shares outstanding. We compute diluted earnings per share using the weighted average number of common shares outstanding plus the dilutive effect of outstanding SARs, RSUs and PSUs, computed using the treasury stock method. During 2025, 2024 and 2023, we repurchased 26.739 million shares, 17.798 million shares and 14.465 million shares, respectively, of our common stock.
The following table sets forth the computations of basic and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 (dollars and shares in millions, except per share amounts):
| 2025 | 2024 | 2023 | ||||||||||
| Net income attributable to HCA Healthcare, Inc. | $ | 6,784 | $ | 5,760 | $ | 5,242 | ||||||
| Weighted average common shares outstanding | 236.413 | 258.603 | 272.404 | |||||||||
| Effect of dilutive incremental shares | 3.082 | 3.203 | 4.008 | |||||||||
| Shares used for diluted earnings per share | 239.495 | 261.806 | 276.412 | |||||||||
| Earnings per share: | ||||||||||||
| Basic earnings per share | $ | 28.70 | $ | 22.27 | $ | 19.25 | ||||||
| Diluted earnings per share | $ | 28.33 | $ | 22.00 | $ | 18.97 |
F-20
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES
A summary of the insurance subsidiaries’ investments at December 31 follows (dollars in millions):
| 2025 | ||||||||||||||||
| Unrealized Amounts | ||||||||||||||||
| Amortized Cost | Gains | Losses | Fair Value | |||||||||||||
| Debt securities | $ | 342 | $ | 1 | $ | **(**15 | ) | $ | 328 | |||||||
| Money market funds and other | 260 | — | — | 260 | ||||||||||||
| $ | 602 | $ | 1 | $ | **(**15 | ) | 588 | |||||||||
| Amounts classified as current assets | **(**103 | ) | ||||||||||||||
| Investment carrying value | $ | 485 |
| 2024 | ||||||||||||||||
| Unrealized Amounts | ||||||||||||||||
| Amortized Cost | Gains | Losses | Fair Value | |||||||||||||
| Debt securities | $ | 388 | $ | — | $ | (27 | ) | $ | 361 | |||||||
| Money market funds and other | 296 | — | — | 296 | ||||||||||||
| $ | 684 | $ | — | $ | (27 | ) | 657 | |||||||||
| Amounts classified as current assets | (88 | ) | ||||||||||||||
| Investment carrying value | $ | 569 |
At December 31, 2025 and 2024, the investments in debt securities of our insurance subsidiaries were classified as “available-for-sale.” Changes in unrealized gains and losses that are not credit-related are recorded as adjustments to other comprehensive income (loss).
Scheduled maturities of investments in debt securities at December 31, 2025 were as follows (dollars in millions):
| Amortized Cost | Fair Value | |||||||
| Due in one year or less | $ | 29 | $ | 29 | ||||
| Due after one year through five years | 145 | 140 | ||||||
| Due after five years through ten years | 111 | 104 | ||||||
| Due after ten years | 57 | 55 | ||||||
| $ | 342 | $ | 328 |
The average expected maturity of the investments in debt securities at December 31, 2025 was 3.7 years, compared to the average scheduled maturity of 7.8 years. Expected and scheduled maturities may differ because the issuers of certain securities have the right to call, prepay or otherwise redeem such obligations prior to their scheduled maturity date.
F-21
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”) emphasizes fair value is a market-based measurement, and fair value measurements should be determined based on the assumptions market participants would use in pricing assets or liabilities. ASC 820 utilizes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment.
The investments of our insurance subsidiaries are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
The following tables summarize the investments of our insurance subsidiaries measured at fair value on a recurring basis as of December 31, 2025 and 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):
| 2025 | ||||||||||||||||
| Fair Value Measurements Using | ||||||||||||||||
| Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| Debt securities | $ | 328 | $ | 1 | $ | 327 | $ | — | ||||||||
| Money market funds and other | 260 | 260 | — | — | ||||||||||||
| Investments of insurance subsidiaries | 588 | 261 | 327 | — | ||||||||||||
| Less amounts classified as current assets | **(**103 | ) | **(**103 | ) | — | — | ||||||||||
| $ | 485 | $ | 158 | $ | 327 | $ | — |
| 2024 | ||||||||||||||||
| Fair Value Measurements Using | ||||||||||||||||
| Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| Debt securities | $ | 361 | $ | — | $ | 361 | $ | — | ||||||||
| Money market funds and other | 296 | 296 | — | — | ||||||||||||
| Investments of insurance subsidiaries | 657 | 296 | 361 | — | ||||||||||||
| Less amounts classified as current assets | (88 | ) | (88 | ) | — | — | ||||||||||
| $ | 569 | $ | 208 | $ | 361 | $ | — |
F-22
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
The estimated fair value of our long-term debt was $45.911 billion and $40.845 billion at December 31, 2025 and 2024, respectively, compared to carrying amounts, gross of debt issuance costs, premiums and discounts, aggregating $46.928 billion and $43.400 billion, respectively. The estimates of fair value are generally based on Level 2 inputs, including quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities.
NOTE 8 — DEBT
A summary of our debt at December 31, 2025 and December 31, 2024, including related interest rates at December 31, 2025, follows (dollars in millions):
| 2025 | 2024 | |||||||
| Short-term borrowings: | ||||||||
| Commercial paper (average life of 18 days, weighted average rate of 4.3%) | $ | 2,207 | $ | — | ||||
| Long-term debt: | ||||||||
| Senior secured term loan facility | — | 1,238 | ||||||
| Other senior secured debt (effective interest rate of 4.6%) | 1,021 | 1,046 | ||||||
| Senior unsecured credit facilities | — | — | ||||||
| Senior unsecured notes payable through 2095 (effective interest rate of 5.1%) | 43,700 | 41,116 | ||||||
| Debt issuance costs and discounts | **(**436 | ) | (369 | ) | ||||
| Total long-term debt (average life of 11.9 years, rates averaging 5.1%) | 44,285 | 43,031 | ||||||
| Total debt | 46,492 | 43,031 | ||||||
| Less amounts due within one year | 4,889 | 4,698 | ||||||
| $ | 41,603 | $ | 38,333 |
2025 Financing Activities
We issued $5.250 billion aggregate principal amount of senior notes comprised of (i) $700 million aggregate principal amount of 5.000% senior notes due 2028, (ii) $300 million aggregate principal amount of floating rate senior notes due 2028, (iii) $750 million aggregate principal amount of 5.250% senior notes due 2030, (iv) $750 million aggregate principal amount of 5.500% senior notes due 2032, (v) $1.500 billion aggregate principal amount of 5.750% senior notes due 2035 and (vi) $1.250 billion aggregate principal amount of 6.200% senior notes due 2055. We used the net proceeds to repay borrowings under the senior unsecured credit facility and for general corporate purposes.
We also issued $3.250 billion aggregate principal amount of senior notes comprised of (i) $500 million aggregate principal amount of 4.300% senior notes due 2030, (ii) $1.000 billion aggregate principal amount of 4.600% senior notes due 2032, (iii) $1.000 billion aggregate principal amount of 4.900% senior notes due 2035 and (iv) $750 million aggregate principal amount of 5.700% senior notes due 2055. We used the net proceeds to repay borrowings under the commercial paper program and for general corporate purposes.
We repaid at maturity all $2.600 billion aggregate principal amount of 5.375% senior notes, all $1.400 billion aggregate principal amount of 5.25% senior notes, $291 million aggregate principal amount of 7.69% senior notes and $125 million aggregate principal amount of 7.58% medium-term notes. We also redeemed all $1.500 billion aggregate principal amount of 5.875% senior notes due 2026.
Senior Unsecured Credit Facility And Other Senior Secured Debt
During 2025, we entered into a new credit agreement that provides for $8.000 billion of senior unsecured revolving credit commitments with a term of five years (“senior unsecured credit facility”). Borrowings under the senior unsecured credit facility bear interest at a rate equal to the Secured Overnight Financing Rate plus 1.125% (plus, until October 23, 2025, a 0.10% credit spread adjustment, as the unsecured credit facility was amended on that date to remove the credit spread adjustment). We terminated our $4.500 billion senior secured asset-based revolving credit facility, our $3.500 billion senior secured revolving cash flow credit facility and our senior secured term loan facility of $1.238 billion. Finance leases and other secured debt totaled $1.021 billion at December 31, 2025.
F-23
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8 — DEBT (continued)
Commercial Paper Program
During 2025, we established a commercial paper program under which we may issue unsecured commercial paper notes from time to time up to a maximum aggregate face or principal amount of $4.000 billion outstanding at any time. Amounts available under the program may be borrowed, repaid and reborrowed from time to time. The maturities of the commercial paper notes borrowings may vary, but will not exceed 397 days from the date of issue, and the proceeds from the program will be used for general corporate purposes. In connection with the commercial paper program, we intend to maintain a minimum available borrowing capacity under our $8.000 billion senior unsecured credit facility equal to the aggregate amount outstanding under the commercial paper program. At December 31, 2025, we had $2.207 billion of commercial paper outstanding, and there were no borrowings outstanding under our senior unsecured credit facility.
Senior Unsecured Notes
Senior unsecured notes consist of (i) $43.250 billion aggregate principal amount of senior notes with maturities ranging from 2026 to 2064 and (ii) an aggregate principal amount of $450 million debentures with maturities ranging from 2027 to 2095.
General Debt Information
Maturities of long-term debt in years 2027 through 2030 are $2.547 billion, $3.645 billion, $3.577 billion and $4.021 billion, respectively.
NOTE 9 — LEASES
We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related assets and obligations at the present value of lease payments over the term. Many of our leases include rental escalation clauses and renewal options that are factored into our determination of lease payments, when appropriate. We do not separate lease and nonlease components of contracts. Generally, we use our estimated incremental borrowing rate to discount the lease payments, as most of our leases do not provide a readily determinable implicit interest rate.
The following table presents our lease-related assets and liabilities at December 31, 2025 and 2024 (dollars in millions):
| Balance Sheet Classification | 2025 | 2024 | |||||
| Assets: | |||||||
| Operating leases | Right-of-use operating lease assets | $ | 2,130 | $ | 2,131 | ||
| Finance leases | Property and equipment | 607 | 646 | ||||
| Total lease assets | $ | 2,737 | $ | 2,777 | |||
| Liabilities: | |||||||
| Current: | |||||||
| Operating leases | Other accrued expenses | $ | 352 | $ | 343 | ||
| Finance leases | Short-term borrowings and long-term debt due within one year | 133 | 162 | ||||
| Noncurrent: | |||||||
| Operating leases | Right-of-use operating lease obligations | 1,853 | 1,863 | ||||
| Finance leases | Long-term debt | 625 | 624 | ||||
| Total lease liabilities | $ | 2,963 | $ | 2,992 | |||
| Weighted-average remaining term: | |||||||
| Operating leases | 11.4 years | 11.3 years | |||||
| Finance leases | 11.1 years | 10.5 years | |||||
| Weighted-average discount rate: | |||||||
| Operating leases | 5.3 | % | 5.1 | % | |||
| Finance leases | 5.6 | % | 5.3 | % |
F-24
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9 — LEASES (continued)
The following table presents certain information related to expenses for finance and operating leases for the years ended December 31, 2025, 2024 and 2023 (dollars in millions):
| 2025 | 2024 | 2023 | ||||||||||
| Finance lease expense: | ||||||||||||
| Depreciation and amortization | $ | 182 | $ | 159 | $ | 164 | ||||||
| Interest | 41 | 37 | 31 | |||||||||
| Operating leases(1) | 516 | 503 | 495 | |||||||||
| Short-term lease expense(1) | 317 | 365 | 337 | |||||||||
| Variable lease expense(1) | 197 | 181 | 162 | |||||||||
| $ | 1,253 | $ | 1,245 | $ | 1,189 |
(1)
Expenses are included in “other operating expenses” in our consolidated income statements.
The following table presents supplemental cash flow information for the years ended December 31, 2025, 2024 and 2023 (dollars in millions):
| 2025 | 2024 | 2023 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||
| Operating cash flows for operating leases | $ | 501 | $ | 490 | $ | 479 | ||||||
| Operating cash flows for finance leases | 41 | 37 | 31 | |||||||||
| Financing cash flows for finance leases | 173 | 172 | 140 |
Maturities of Lease Liabilities
The following table reconciles the undiscounted minimum lease payment amounts to the operating and finance lease liabilities recorded on the balance sheet at December 31, 2025 and 2024 (dollars in millions):
| 2025 | 2024 | |||||||||||||||
| Operating Leases | Finance Leases | Operating Leases | Finance Leases | |||||||||||||
| Year 1 | $ | 474 | $ | 173 | $ | 455 | $ | 197 | ||||||||
| Year 2 | 413 | 126 | 405 | 146 | ||||||||||||
| Year 3 | 343 | 100 | 344 | 99 | ||||||||||||
| Year 4 | 276 | 85 | 281 | 81 | ||||||||||||
| Year 5 | 214 | 62 | 221 | 71 | ||||||||||||
| Thereafter | 1,499 | 532 | 1,460 | 497 | ||||||||||||
| Total minimum lease payments | 3,219 | 1,078 | 3,166 | 1,091 | ||||||||||||
| Less: amount of lease payments representing interest | **(**1,014 | ) | **(**320 | ) | (960 | ) | (305 | ) | ||||||||
| Present value of future minimum lease payments | 2,205 | 758 | 2,206 | 786 | ||||||||||||
| Less: current lease obligations | **(**352 | ) | **(**133 | ) | (343 | ) | (162 | ) | ||||||||
| Long-term lease obligations | $ | 1,853 | $ | 625 | $ | 1,863 | $ | 624 |
NOTE 10 — CONTINGENCIES
We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. We are also subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or wrongful restriction of, or interference with, physicians’ staff privileges. In certain of these actions the claimants may seek punitive damages against us, which may not be covered by insurance. We are also subject to claims by various taxing authorities for additional taxes and related interest and penalties. The resolution of any such lawsuits, claims or legal and regulatory proceedings could have a material, adverse effect on our results of operations, financial position or liquidity.
F-25
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10 — CONTINGENCIES (continued)
Government Investigations, Claims and Litigation
Health care companies are subject to numerous investigations by various governmental agencies. Under the federal False Claims Act (“FCA”), private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. Certain of our individual facilities have received, and from time to time, other facilities may receive, government inquiries from, and may be subject to investigation by, federal and state agencies. Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material, adverse effect on our results of operations, financial position or liquidity.
We accrue for such contingencies to the extent that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If we are a party to any proceeding that, either individually or in the aggregate, is probable or reasonably possible of having a material, adverse effect on the business, our results of operations, financial position or liquidity, we disclose a summary of such contingencies and the amount or range of reasonably possible losses in excess of recorded amounts or that we are unable to reasonably estimate the amount or range of losses.
NOTE 11 — CAPITAL STOCK
The amended and restated certificate of incorporation authorizes the Company to issue up to 1,800,000,000 shares of common stock, and our amended and restated by-laws set the number of directors constituting the board of directors of the Company at not less than three members, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office.
On February 6, 2026, the Company entered into an Exchange Agreement with an entity controlled by the Company’s founder, Dr. Thomas F. Frist, Jr. and certain of his affiliates. Under the Exchange Agreement, the Company exchanged 36,629,188 shares of our common stock delivered to the Company for 36,557,141 new shares of our common stock (the “Exchange”). Upon receipt of the exchanged shares, the Company retired and canceled the shares, which ceased to be outstanding and returned to the status of authorized but unissued shares. As a result, the net effect of the Exchange is a decrease of 72,047 shares of our outstanding common stock.
Share Repurchase Transactions
During January 2026, January 2025, January 2024, January 2023 and January 2022, our Board of Directors authorized share repurchase programs for up to $10 billion, $10 billion, $6 billion, $3 billion and $8 billion, respectively, of the Company’s outstanding common stock.
During 2025, we repurchased 26.739 million shares of our common stock at an average price of $374.54 per share through market purchases pursuant to the January 2024 authorization (which was completed during 2025) and the January 2025 authorization. At December 31, 2025, we had $750 million of repurchase authorization available under the January 2025 authorization. During 2024, we repurchased 17.798 million shares of our common stock at an average price of $337.74 per share through market purchases pursuant to the January 2023 authorization (which was completed during 2024) and the January 2024 authorization. During 2023, we repurchased 14.465 million shares of our common stock at an average price of $263.47 per share through market purchases pursuant to the January 2022 authorization (which was completed during 2023) and the January 2023 authorization.
F-26
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12 — EMPLOYEE BENEFIT PLANS
We maintain defined contribution benefit plans that are available to employees who meet certain minimum requirements. The plans require that we match participant contributions up to certain maximum levels (generally, 100% of the first 3% to 9%, depending upon years of vesting service, of compensation deferred by participants). Benefits expense under these plans totaled $744 million for 2025, $689 million for 2024 and $659 million for 2023. Our matching contributions are funded during the year following the participant contributions.
We maintain the noncontributory, nonqualified Restoration Plan to provide retirement benefits for eligible employees. Eligibility for the Restoration Plan is based upon earning eligible compensation in excess of a base amount and attaining 1,000 or more hours of service during the plan year. Company credits to participants’ hypothetical account balances (the Restoration Plan is not funded) depend upon participants’ compensation, years of vesting service, hypothetical investment returns (gains or losses) and certain IRS limitations. Benefits expense under the plan was $40 million for 2025, $31 million for 2024 and $40 million for 2023. Accrued benefits liabilities under the plan totaled $237 million at December 31, 2025 and $229 million at December 31, 2024.
We maintain a Supplemental Executive Retirement Plan (“SERP”) for certain executives (the SERP is not funded). The plan is designed to ensure that upon retirement the participant receives the value of a prescribed life annuity from the combination of the SERP and our other benefit plans. Benefits expense under the plan was $8 million for 2025, $7 million for 2024 and $10 million for 2023. Accrued benefits liabilities under this plan totaled $126 million at December 31, 2025 and $109 million at December 31, 2024.
We maintain defined benefit pension plans which resulted from certain hospital acquisitions in prior years. The amount recognized under these plans was a $7 million credit for 2025, $6 million credit for 2024 and $2 million expense for 2023. Net assets available for benefits in excess of the projected benefit obligation under these plans were $165 million and $118 million at December 31, 2025 and 2024, respectively.
NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION
We operate in one line of business, which is operating hospitals and related health care entities. We operate in three geographically organized groups: the National, Atlantic and American Groups. At December 31, 2025, the National Group included 53 hospitals located in Alaska, California, Idaho, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia; the Atlantic Group included 63 hospitals located in Florida, Georgia, Northern Kansas, Missouri and South Carolina; and the American Group included 66 hospitals located in Colorado, Central Kansas, Louisiana and Texas. The eight hospitals we operate in England are included in the Corporate and other group.
F-27
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests. We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance. Adjusted segment EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. Adjusted segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from adjusted segment EBITDA are significant components in understanding and assessing financial performance. Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. The geographic distributions of our revenues, salaries and benefits, supplies, other operating expenses, equity in earnings or losses of affiliates, adjusted segment EBITDA, depreciation and amortization, assets and goodwill and other intangible assets that are provided to the Chief Operating Decision Maker, which is the Chief Executive Officer, are summarized in the following tables (dollars in millions) and represent the operating segments at December 31, 2025:
| For the Year Ended December 31, 2025 | ||||||||||||
| National Group | Atlantic Group | American Group | ||||||||||
| Revenues | $ | 21,278 | $ | 24,709 | $ | 26,445 | ||||||
| Salaries and benefits | 7,812 | 9,023 | 8,992 | |||||||||
| Supplies | 3,043 | 3,689 | 4,263 | |||||||||
| Other operating expenses | 5,321 | 6,358 | 6,962 | |||||||||
| Equity in (earnings) losses of affiliates | **(**1 | ) | **(**3 | ) | **(**68 | ) | ||||||
| 16,175 | 19,067 | 20,149 | ||||||||||
| Adjusted segment EBITDA | $ | 5,103 | $ | 5,642 | $ | 6,296 |
| For the Year Ended December 31, 2024 | ||||||||||||
| National Group | Atlantic Group | American Group | ||||||||||
| Revenues | $ | 19,656 | $ | 23,380 | $ | 24,668 | ||||||
| Salaries and benefits | 7,542 | 8,686 | 8,599 | |||||||||
| Supplies | 2,812 | 3,553 | 4,035 | |||||||||
| Other operating expenses | 4,908 | 6,206 | 6,367 | |||||||||
| Equity in (earnings) losses of affiliates | 2 | (3 | ) | (62 | ) | |||||||
| 15,264 | 18,442 | 18,939 | ||||||||||
| Adjusted segment EBITDA | $ | 4,392 | $ | 4,938 | $ | 5,729 |
F-28
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
| For the Year Ended December 31, 2023 | ||||||||||||
| National Group | Atlantic Group | American Group | ||||||||||
| Revenues | $ | 18,105 | $ | 21,167 | $ | 22,318 | ||||||
| Salaries and benefits | 7,196 | 8,058 | 8,080 | |||||||||
| Supplies | 2,658 | 3,331 | 3,616 | |||||||||
| Other operating expenses | 4,253 | 5,289 | 5,473 | |||||||||
| Equity in (earnings) losses of affiliates | (2 | ) | (3 | ) | (59 | ) | ||||||
| 14,105 | 16,675 | 17,110 | ||||||||||
| Adjusted segment EBITDA | $ | 4,000 | $ | 4,492 | $ | 5,208 |
| For the Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Adjusted segment EBITDA: | ||||||||||||
| National Group | $ | 5,103 | $ | 4,392 | $ | 4,000 | ||||||
| Atlantic Group | 5,642 | 4,938 | 4,492 | |||||||||
| American Group | 6,296 | 5,729 | 5,208 | |||||||||
| 17,041 | 15,059 | 13,700 | ||||||||||
| Adjustments to reconcile Total Adjusted segment EBITDA to consolidated Income before income taxes: | ||||||||||||
| Corporate and Other | 1,475 | 1,177 | 974 | |||||||||
| Depreciation and amortization | 3,523 | 3,312 | 3,077 | |||||||||
| Interest expense | 2,248 | 2,061 | 1,938 | |||||||||
| Losses (gains) on sales of facilities | **(**37 | ) | (14 | ) | 5 | |||||||
| Income before income taxes | $ | 9,832 | $ | 8,523 | $ | 7,706 |
| For the Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenues: | ||||||||||||
| National Group | $ | 21,278 | $ | 19,656 | $ | 18,105 | ||||||
| Atlantic Group | 24,709 | 23,380 | 21,167 | |||||||||
| American Group | 26,445 | 24,668 | 22,318 | |||||||||
| Corporate and other | 3,168 | 2,899 | 3,378 | |||||||||
| $ | 75,600 | $ | 70,603 | $ | 64,968 | |||||||
| Depreciation and amortization: | ||||||||||||
| National Group | $ | 905 | $ | 857 | $ | 834 | ||||||
| Atlantic Group | 1,122 | 1,061 | 989 | |||||||||
| American Group | 1,131 | 1,083 | 971 | |||||||||
| Corporate and other | 365 | 311 | 283 | |||||||||
| $ | 3,523 | $ | 3,312 | $ | 3,077 |
F-29
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Assets: | ||||||||||||
| National Group | $ | 13,596 | $ | 12,855 | $ | 12,487 | ||||||
| Atlantic Group | 17,945 | 17,168 | 16,098 | |||||||||
| American Group | 21,217 | 20,714 | 19,786 | |||||||||
| Corporate and other | 7,962 | 8,776 | 7,840 | |||||||||
| $ | 60,720 | $ | 59,513 | $ | 56,211 |
| National Group | Atlantic Group | American Group | Corporate and Other | Total | ||||||||||||||||
| Goodwill and other intangible assets: | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | 1,244 | $ | 2,057 | $ | 5,152 | $ | 1,200 | $ | 9,653 | ||||||||||
| Acquisitions | — | 8 | 326 | 28 | 362 | |||||||||||||||
| Foreign currency translation, amortization and other | (3 | ) | (1 | ) | — | (66 | ) | (70 | ) | |||||||||||
| Balance at December 31, 2023 | 1,241 | 2,064 | 5,478 | 1,162 | 9,945 | |||||||||||||||
| Acquisitions | — | 61 | 105 | 4 | 170 | |||||||||||||||
| Foreign currency translation, amortization and other | (4 | ) | (1 | ) | 3 | (20 | ) | (22 | ) | |||||||||||
| Balance at December 31, 2024 | 1,237 | 2,124 | 5,586 | 1,146 | 10,093 | |||||||||||||||
| Acquisitions | 21 | 90 | 101 | 6 | 218 | |||||||||||||||
| Foreign currency translation, amortization and other | **(**24 | ) | — | 1 | 5 | **(**18 | ) | |||||||||||||
| Balance at December 31, 2025 | $ | 1,234 | $ | 2,214 | $ | 5,688 | $ | 1,157 | $ | 10,293 |
F-30
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 14 — OTHER COMPREHENSIVE (LOSS) INCOME
The components of accumulated other comprehensive loss are as follows (dollars in millions):
| Unrealized Gains (Losses) on Available- for-Sale Securities | Foreign Currency Translation Adjustments | Defined Benefit Plans | Total | |||||||||||||
| Balances at December 31, 2022 | $ | (30 | ) | $ | (373 | ) | $ | (87 | ) | $ | (490 | ) | ||||
| Unrealized gains on available-for-sale securities, net of $2 income taxes | 9 | 9 | ||||||||||||||
| Foreign currency translation adjustments, net of $7 income taxes | 34 | 34 | ||||||||||||||
| Defined benefit plans, net of $6 of income taxes | 21 | 21 | ||||||||||||||
| Expense (benefit) reclassified into operations from other comprehensive income, net of none of income taxes and $1 income tax benefit, respectively | (1 | ) | 2 | 1 | ||||||||||||
| Balances at December 31, 2023 | (22 | ) | (339 | ) | (64 | ) | (425 | ) | ||||||||
| Unrealized gains on available-for-sale securities | 1 | 1 | ||||||||||||||
| Foreign currency translation adjustments, net of $2 income tax benefit | (14 | ) | (14 | ) | ||||||||||||
| Defined benefit plans, net of $15 of income taxes | 50 | 50 | ||||||||||||||
| Expense reclassified into operations from other comprehensive income | 1 | 1 | ||||||||||||||
| Balances at December 31, 2024 | (21 | ) | (353 | ) | (13 | ) | (387 | ) | ||||||||
| Unrealized gains on available-for-sale securities, net of $3 income taxes | 10 | 10 | ||||||||||||||
| Foreign currency translation adjustments, net of $10 income taxes | 54 | 54 | ||||||||||||||
| Defined benefit plans, net of $7 of income taxes | 24 | 24 | ||||||||||||||
| Benefits reclassified into operations from other comprehensive income, net of $2 of income taxes | **(**6 | ) | **(**6 | ) | ||||||||||||
| Balances at December 31, 2025 | $ | **(**11 | ) | $ | **(**299 | ) | $ | 5 | $ | **(**305 | ) |
NOTE 15 — OTHER ACCRUED EXPENSES
A summary of other accrued expenses at December 31 follows (dollars in millions):
| 2025 | 2024 | |||||||
| Professional liability risks | $ | 578 | $ | 587 | ||||
| Defined contribution benefit plans | 763 | 704 | ||||||
| Right-of-use operating leases | 352 | 343 | ||||||
| Taxes other than income | 504 | 419 | ||||||
| Interest | 499 | 502 | ||||||
| Employee medical benefits | 216 | 206 | ||||||
| Other | 1,365 | 1,138 | ||||||
| $ | 4,277 | $ | 3,899 |
F-31
Previous: Item 15. . Exhibits and Financial Statement Schedules