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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Lookin****g Statements

This quarterly report on Form 10-Q includes certain disclosures that contain “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include statements regarding expected capital expenditures, expected dividends, expected share repurchases, expected net claim payments, expected inflationary pressures, expected labor costs and all other statements that do not relate solely to historical or current facts, and can be identified by the use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to, (1) changes in or related to general economic or business conditions nationally and regionally in our markets, including inflation, and the impact of trade policies, including changes in, or the imposition of, tariffs and/or trade barriers; changes in revenues resulting from declining patient volumes; changes in payer mix (including increases in uninsured and underinsured patients); potential increased expenses related to labor, pharmaceuticals, supply chain or other expenditures; workforce disruptions; supply and pharmaceutical shortages and disruptions (including as a result of tariffs or geopolitical disruptions); and the impact of federal government shutdowns, holds on or cancellations of congressionally authorized spending and interruptions in the distribution of governmental funds, (2) the impact of current and future health care public policy developments and the implementation of new, and possible changes to existing, federal, state or local laws and regulations affecting the health care industry, including the expiration of enhanced premium tax credits (“EPTCs”) currently scheduled to take effect after December 31, 2025, for individuals eligible to purchase insurance coverage through federal and state-based health insurance marketplaces, changes in the structure and administration of, and funding for, federal and state agencies and programs, and effects of the One Big Beautiful Bill Act (the “OBBBA”), (3) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms, (4) the effects related to the implementation of sequestration spending reductions required under the Budget Control Act of 2011, related legislation extending these reductions, and those that may be required under the Pay-As-You-Go Act of 2010 as a result of the federal budget deficit impact of the OBBBA, and the potential for future deficit reduction legislation that may alter these spending reductions, which include cuts to Medicare payments, or create additional spending reductions, (5) the ability to achieve operating and financial targets, develop and execute resiliency plans to offset to the extent possible impacts from the OBBBA, the scheduled expiration of EPTCs and tariffs, attain expected levels of patient volumes and revenues, and control the costs of providing services, (6) possible reductions or other changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs and state directed payment (“SDP”) arrangements, any of which may negatively impact reimbursements to health care providers and insurers and the size of the uninsured or underinsured population, (7) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (8) personnel-related capacity constraints, increases in wages and the ability to attract, utilize and retain qualified management and other personnel, including affiliated physicians, nurses and medical and technical support personnel, (9) the highly competitive nature of the health care business, (10) changes in service mix, revenue mix and surgical volumes, including potential declines in the population covered under third-party payer agreements, the ability to enter into and renew third-party payer provider agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and practices, (11) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (12) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (13) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (14) changes in accounting practices, (15) the emergence of and effects related to pandemics, epidemics and outbreaks of infectious diseases or other public health crises, (16) future divestitures which may result in charges and possible impairments of long-lived assets, (17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions, (20) the impact of known and unknown government investigations, litigation and other claims that may be made against us, (21) the impact of actual and potential cybersecurity incidents or security breaches involving us or our vendors and other third parties, (22) our ongoing ability to demonstrate meaningful use of certified electronic health record technology and the impact of interoperability requirements, (23) the impact of natural disasters, such as hurricanes and floods, including Hurricanes Milton and Helene, physical risks from changing global weather patterns or similar events beyond our control on our assets and activities and the communities we serve, (24) changes in U.S. federal, state, or foreign tax laws, interpretations of tax laws by taxing authorities, other standard setting bodies or judicial decisions, (25) the results of our efforts to use technology and resilience initiatives, including artificial intelligence and machine learning, to drive efficiencies, better outcomes and an enhanced patient experience, (26) changes to, and the timing and amount of future approvals (if any) of, state Medicaid directed and supplemental payments and (27) other risk factors described in our annual report on Form 10-K for the year ended December 31, 2024 and our other filings with the Securities and Exchange Commission. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those expressed in any forward-looking statements made by or on behalf of HCA. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report, which forward-looking statements reflect management’s views only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Third Quarter 2025 Operations Summary

Revenues increased to $19.161 billion in the third quarter of 2025 from $17.487 billion in the third quarter of 2024. Net income attributable to HCA Healthcare, Inc. totaled $1.643 billion, or $6.96 per diluted share, for the quarter ended September 30, 2025, compared to $1.270 billion, or $4.88 per diluted share, for the quarter ended September 30, 2024. Third quarter results for 2024 included losses on sales of facilities of $4 million, or $0.02 per diluted share, and additional expenses and loss of revenues estimated at approximately $50 million, or $0.15 per diluted share, associated with the impact of Hurricane Helene on our Florida, Georgia and North Carolina facilities. The additional expenses associated with the impact of Hurricane Helene do not reflect any insurance recoveries. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 236.181 million shares for the quarter ended September 30, 2025 and 259.917 million shares for the quarter ended September 30, 2024. During 2024 and the first nine months of 2025, we repurchased 17.798 million shares and 21.307 million shares, respectively, of our common stock.

Revenues increased 9.6% on a consolidated basis and 9.2% on a same facility basis for the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. The increase in consolidated revenues can be primarily attributed to the combined impact of a 6.1% increase in revenue per equivalent admission and a 3.2% increase in equivalent admissions. The same facility revenues increase primarily resulted from the combined impact of a 6.6% increase in same facility revenue per equivalent admission and a 2.4% increase in same facility equivalent admissions.

During the quarter ended September 30, 2025, consolidated admissions increased 2.8% and same facility admissions increased 2.1% compared to the quarter ended September 30, 2024. Inpatient surgical volumes increased 2.0% on a consolidated basis and 1.4% on a same facility basis during the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. Outpatient surgical volumes increased 1.6% on a consolidated basis and 1.1% on a same facility basis during the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. Emergency department visits increased 1.2% on a consolidated basis and 1.3% on a same facility basis during the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. Consolidated and same facility uninsured admissions declined 1.3% and 2.0%, respectively, for the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024.

Cash flows from operating activities increased $901 million, from $3.515 billion for the third quarter of 2024 to $4.416 billion for the third quarter of 2025. The increase in cash provided by operating activities was primarily related to a $418 million increase in net income, excluding the non-cash impact of losses on sales of facilities, and a decline in income taxes paid of $406 million related to an Internal Revenue Service (“IRS”) deferral of quarterly estimated income tax payments for Tennessee-based taxpayers until the fourth quarter of 2025.

Recent Developments

We are monitoring and engaged in advocacy efforts around various health care policy changes and reform initiatives, including the changes mandated by the OBBBA, the federal budget reconciliation bill enacted into law on July 4, 2025. This legislation includes significant health care policy changes that are expected to decrease access to health insurance and result in reductions to federal health care spending, particularly within the Medicaid program. Additionally, the changes required by the OBBBA are expected to increase the federal budget such that the sequestration mandated by the Pay-As-You-Go Act of 2010 is required, potentially triggering a reduction in Medicare reimbursement of up to 4% in early 2026, absent congressional action.

We are also engaged in advocacy efforts regarding the scheduled expiration after December 31, 2025 of EPTCs for individuals eligible to purchase coverage through federal and state health insurance marketplaces and potential impacts of changes to U.S. trade policy and tariff levels.

In addition, the federal government entered a partial shutdown effective October 1, 2025. Although Medicare and Medicaid reimbursement generally remains available during a shutdown, and to date we have not been significantly impacted, we may experience delays in payment for services rendered and other effects related to government agencies operating at reduced capacity. In addition, the government shutdown is delaying congressional action on certain matters. For example, current law provides for Medicaid disproportionate share hospital (“DSH”) payments to be reduced by $8.0 billion in each of federal fiscal years 2026 through 2028, meaning the reductions began October 1, 2025. Medicaid DSH payments are a type of supplemental payment intended to offset hospitals’ uncompensated care costs. Congress has repeatedly deferred these reductions, but it is unclear whether it will do so again when the government shutdown has ended and whether any such delay would apply retroactively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Recent Developments (continued)

We are working to develop and implement resiliency plans designed to enhance efficiency and reduce costs in response to the potential impact of these developments. However, our ability to develop and implement such plans and to offset to the extent possible impacts from these matters is subject to known and unknown risks and uncertainties. See Item 1A, “Risk Factors” from our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

The OBBBA also makes numerous tax changes, including reinstatement of 100% bonus depreciation for qualifying property placed in service after January 19, 2025, that we expect to change the timing of cash tax payments made in 2025 and future tax years. We do not expect the tax provisions of the OBBBA will have a material impact on our effective tax rate.

Results of Operations

Revenue/Volume Trends

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.

Revenues increased 9.6% from $17.487 billion in the third quarter of 2024 to $19.161 billion in the third quarter of 2025. 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 self-pay revenues at the estimated amounts we expect to collect. Patients treated at our hospitals for non-elective care, who have income at or below 400% of the federal poverty level, are eligible for charity care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. Our revenues by primary third-party payer classification and other (including uninsured patients) for the quarters and nine months ended September 30, 2025 and 2024 are summarized in the following table (dollars in millions):

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations (continued)

Revenue/Volume Trends (continued)

Quarter
2025Ratio2024Ratio
Medicare$2,72814.2%$2,58414.8%
Managed Medicare3,30617.32,94916.9
Medicaid1,7839.31,1276.4
Managed Medicaid9494.91,0315.9
Managed care and insurers9,26748.48,49748.6
International (managed care and insurers)4842.54242.4
Other6443.48755.0
Revenues$19,161100.0%$17,487100.0%
Nine Months
2025Ratio2024Ratio
Medicare$8,42615.0%$8,04315.4%
Managed Medicare9,95717.88,88817.0
Medicaid4,4137.93,3166.3
Managed Medicaid2,7274.93,0425.8
Managed care and insurers27,43248.825,59149.0
International (managed care and insurers)1,3902.51,2522.4
Other1,7423.12,1864.1
Revenues$56,087100.0%$52,318100.0%

Consolidated and same facility revenue per equivalent admission increased 6.1% and 6.6%, respectively, in the third quarter of 2025, compared to the third quarter of 2024. Consolidated and same facility equivalent admissions increased 3.2% and 2.4%, respectively, in the third quarter of 2025, compared to the third quarter of 2024. Consolidated and same facility outpatient surgeries increased 1.6% and 1.1%, respectively, in the third quarter of 2025, compared to the third quarter of 2024. Consolidated and same facility inpatient surgeries increased 2.0% and 1.4%, respectively, in the third quarter of 2025, compared to the third quarter of 2024. Consolidated and same facility emergency department visits increased 1.2% and 1.3%, respectively, in the third quarter of 2025, compared to the third quarter of 2024.

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 quarters and nine months ended September 30, 2025 and 2024 follows (dollars in millions):

QuarterNine Months
2025202420252024
Patient care costs (salaries and benefits, supplies, other operating expense and depreciation and amortization)$16,196$15,077$47,300$44,617
Cost-to-charges ratio (patient care costs as percentage of gross patient charges)10.0%10.3%9.7%10.2%
Total uncompensated care$12,015$10,958$34,633$31,571
Multiply by the cost-to-charges ratio10.0%10.3%9.7%10.2%
Estimated cost of total uncompensated care$1,188$1,138$3,359$3,220

Same facility uninsured admissions in 2025, compared to 2024, decreased 2.0% in the third quarter, increased 0.4% in the second quarter and declined 0.7% in the first quarter. Same facility uninsured admissions in 2024, compared to 2023, increased 0.1% in the fourth quarter, declined 1.8% in the third quarter, increased 3.5% in the second quarter and increased 2.4% in the first quarter.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations (continued)

Revenue/Volume Trends (continued)

The approximate percentages of our admissions related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and insurers and the uninsured for the quarters and nine months ended September 30, 2025 and 2024 are set forth in the following table.

QuarterNine Months
2025202420252024
Medicare19%19%19%20%
Managed Medicare27262726
Medicaid4444
Managed Medicaid11121111
Managed care and insurers33323332
Uninsured6767
100%100%100%100%

The approximate percentages of our inpatient revenues related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and insurers for the quarters and nine months ended September 30, 2025 and 2024 are set forth in the following table.

QuarterNine Months
2025202420252024
Medicare19%20%20%20%
Managed Medicare18191919
Medicaid15101210
Managed Medicaid5656
Managed care and insurers43454445
100%100%100%100%

At September 30, 2025, we had 102 hospitals in the states of Texas and Florida. During the quarter ended September 30, 2025, 59% of our admissions and 51% of our revenues were generated by these hospitals. Uninsured admissions in Texas and Florida represented 73% of our uninsured admissions during the quarter ended September 30, 2025.

We receive a significant portion of our revenues from government health programs, principally Medicare and Medicaid, which are highly regulated and subject to frequent and substantial changes. Some states make additional payments to providers through the Medicaid program that are separate from base payments. These payments may be in the form of payments, such as upper payment limit payments, that are intended to address the difference between Medicaid fee-for-service payments and Medicare reimbursement rates, or payments under other programs that vary by state under Section 1115 waivers. In addition, many states have implemented SDP arrangements to direct certain Medicaid managed care plan expenditures. These payments are generally authorized by the Centers for Medicare & Medicaid Services (“CMS”) and subject to periodic extension or reapproval. Most states in which we receive payment have adopted statewide or local provider taxes to fund the non-federal share of Medicaid programs. These additional payments supplement Medicaid base rates that, when taken together, are insufficient to cover the cost of care provided to Medicaid beneficiaries combined with the state or local provider taxes levied.

We are aware these payment programs are currently being reviewed by certain government agencies, and some states requested modifications of their existing supplemental payment programs during the annual renewal process with CMS. It is possible these reviews and requests will result in the restructuring of such supplemental payment programs and could result in the payment programs being reduced or eliminated. Further, the OBBBA makes significant changes to Medicaid financing mechanisms, including limitations on provider taxes and SDP arrangements. However, the OBBBA grandfathers certain SDP arrangements, including those for which an application form was submitted to CMS prior to July 4, 2025, for the rating period occurring within 180 days of July 4, 2025, and those that received approval or made a good faith effort to receive approval from CMS prior to May 1, 2025. Certain states in which we operate have submitted application forms to CMS for approval where the grandfathered payments we receive could be impacted, and in some instances, increased. Beginning with the rating period on or after January 1, 2028, grandfathered payments will be reduced by 10 percentage points annually until they reach the allowable payment limits. Some states have received approval of grandfathered applications, but we are unable to predict the timing or extent of any additional approvals by CMS and the resulting recognition of the related revenues. Because these payment programs and arrangements continue to evolve, we are unable to estimate the financial impact that program structure modifications, if any, may have on our results of operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations (continued)

Revenue/Volume Trends (continued)

The health care industry is subject to changing political, regulatory and other influences, including health care reform efforts at the federal and state levels and the OBBBA. For example, the EPTCs for individuals eligible to purchase insurance coverage through federal and state-based health insurance marketplaces are scheduled to expire at the end of 2025, and further extension is uncertain. We are monitoring and engaged in advocacy efforts around potential health care policy changes and reform initiatives. See the "Recent Developments" section of this Quarterly Report on Form 10-Q and Item 1A, “Risk Factors” from our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

Key Performance Indicators

We present certain metrics and statistical information that management uses when assessing our results of operations. We believe this information is useful to investors as it provides insight into how management evaluates operational performance and trends between reporting periods. Information on how these metrics and statistical information are defined is provided in the following tables summarizing operating results and operating data.

Operating Results Summary

The following is a comparative summary of results of operations for the quarters and nine months ended September 30, 2025 and 2024 (dollars in millions):

Quarter
20252024
AmountRatioAmountRatio
Revenues$19,161100.0$17,487100.0
Salaries and benefits8,36443.67,86145.0
Supplies2,78214.52,65715.2
Other operating expenses4,16121.83,71721.2
Equity in earnings of affiliates(16)(0.1)(15)(0.1)
Depreciation and amortization8894.78424.9
Interest expense5612.95152.9
Losses on sales of facilities2—4—
16,74387.415,58189.1
Income before income taxes2,41812.61,90610.9
Provision for income taxes5152.74242.4
Net income1,9039.91,4828.5
Net income attributable to noncontrolling interests2601.32121.2
Net income attributable to HCA Healthcare, Inc.$1,6438.6$1,2707.3
% changes from prior year:
Revenues9.6%7.9%
Income before income taxes26.917.0
Net income attributable to HCA Healthcare, Inc.29.417.7
Admissions(a)2.84.5
Equivalent admissions(b)3.25.0
Revenue per equivalent admission6.12.8
Same facility % changes from prior year(c):
Revenues9.27.1
Admissions(a)2.14.5
Equivalent admissions(b)2.44.5
Revenue per equivalent admission6.62.5

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations (continued)

Operating Results Summary (continued)

Nine Months
20252024
AmountRatioAmountRatio
Revenues$56,087100.0$52,318100.0
Salaries and benefits24,49943.723,25344.4
Supplies8,39015.07,96215.2
Other operating expenses11,79921.010,94621.0
Equity in earnings of affiliates(53)(0.1)(13)—
Depreciation and amortization2,6124.62,4564.7
Interest expense1,6763.01,5332.9
Losses (gains) on sales of facilities4—(209)(0.4)
48,92787.245,92887.8
Income before income taxes7,16012.86,39012.2
Provision for income taxes1,5412.81,4192.7
Net income5,61910.04,9719.5
Net income attributable to noncontrolling interests7131.36491.2
Net income attributable to HCA Healthcare, Inc.$4,9068.7$4,3228.3
% changes from prior year:
Revenues7.2%9.8%
Income before income taxes12.119.2
Net income attributable to HCA Healthcare, Inc.13.518.9
Admissions(a)2.65.8
Equivalent admissions(b)2.96.0
Revenue per equivalent admission4.23.6
Same facility % changes from prior year(c):
Revenues7.08.6
Admissions(a)2.25.5
Equivalent admissions(b)2.44.9
Revenue per equivalent admission4.63.5

(a)

Represents the total number of patients admitted to our hospitals and is used by management and certain investors as a general measure of inpatient volume.

(b)

Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient revenues and gross outpatient revenues and then dividing the resulting amount by gross inpatient revenues. The equivalent admissions computation “equates” outpatient revenues to the volume measure (admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume.

(c)

Same facility information excludes the operations of hospitals and their related facilities which were either acquired or divested during the current and prior period.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations (continued)

Quarters Ended September 30, 2025 and 2024

Revenues increased to $19.161 billion in the third quarter of 2025 from $17.487 billion in the third quarter of 2024. Net income attributable to HCA Healthcare, Inc. totaled $1.643 billion, or $6.96 per diluted share, for the quarter ended September 30, 2025, compared to $1.270 billion, or $4.88 per diluted share, for the quarter ended September 30, 2024. Third quarter results for 2024 included losses on sales of facilities of $4 million, or $0.02 per diluted share, and additional expenses and loss of revenues estimated at approximately $50 million, or $0.15 per diluted share, associated with the impact of Hurricane Helene on our Florida, Georgia and North Carolina facilities. The additional expenses associated with the impact of Hurricane Helene do not reflect any insurance recoveries. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 236.181 million shares for the quarter ended September 30, 2025 and 259.917 million shares for the quarter ended September 30, 2024. During 2024 and the first nine months of 2025, we repurchased 17.798 million shares and 21.307 million shares, respectively, of our common stock.

Revenues increased 9.6% on a consolidated basis and 9.2% on a same facility basis for the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. The increase in consolidated revenues can be primarily attributed to the combined impact of a 6.1% increase in revenue per equivalent admission and a 3.2% increase in equivalent admissions. The same facility revenues increase primarily resulted from the combined impact of a 6.6% increase in same facility revenue per equivalent admission and a 2.4% increase in same facility equivalent admissions. The increases in consolidated and same facility revenue per equivalent admission were favorably impacted by an increase in state supplemental Medicaid revenue during the quarter related to recently approved programs.

Salaries and benefits, as a percentage of revenues, were 43.6% in the third quarter of 2025 and 45.0% in the third quarter of 2024. The decrease in salaries and benefits, as a percentage of revenues, is primarily related to continued improvements in salaries and contract labor growth resulting from our labor management initiatives combined with the increase in revenues for the quarter ended September 30, 2025. Salaries and benefits per equivalent admission increased 3.0% in the third quarter of 2025, compared to the third quarter of 2024. Same facility salaries and benefits per full time equivalent increased 4.0% for the third quarter of 2025, compared to the third quarter of 2024.

Supplies, as a percentage of revenues, were 14.5% in the third quarter of 2025 and 15.2% in the third quarter of 2024. Supply costs per equivalent admission increased 1.4% in the third quarter of 2025, compared to the third quarter of 2024. Supply costs per equivalent admission increased 7.0% for medical devices and declined 8.7% for pharmacy supplies and 1.1% for general medical and surgical items in the third quarter of 2025, compared to the third quarter of 2024. The increase in supply costs per equivalent admission for medical devices is primarily related to cardiovascular technologies. The decline in supply costs per equivalent admission for pharmacy supplies is primarily related to a decrease in the costs of certain drugs.

Other operating expenses, as a percentage of revenues, were 21.8% in the third quarter of 2025 and 21.2% in the third quarter of 2024. Other operating expenses are primarily comprised of contract services, professional fees, repairs and maintenance, rents and leases, utilities, insurance (including professional liability insurance) and nonincome taxes. The increase in other operating expenses, as a percentage of revenues, is primarily related to growth in state supplemental Medicaid program expenses and higher professional fees. We have seen inflation have a negative impact on certain of these expenses and expect inflationary pressures will continue to impact operating expenses in the future.

Equity in earnings of affiliates was $16 million and $15 million in the third quarters of 2025 and 2024, respectively.

Depreciation and amortization increased $47 million, from $842 million in the third quarter of 2024 to $889 million in the third quarter of 2025. The increase in depreciation relates primarily to capital expenditures at our existing facilities.

Interest expense was $561 million in the third quarter of 2025 and $515 million in the third quarter of 2024. Our average debt balance was $44.400 billion for the third quarter of 2025, compared to $41.846 billion for the third quarter of 2024. The average effective interest rate for our debt was 5.0% and 4.9% for the quarters ended September 30, 2025 and 2024, respectively.

During the third quarters of 2025 and 2024, we recorded losses on sales of facilities of $2 million and $4 million, respectively.

The effective tax rates were 23.9% and 25.0% for the third quarters of 2025 and 2024, respectively. The effective tax rate computations exclude net income attributable to noncontrolling interests as it relates to consolidated partnerships. The decline in the effective tax rate for the quarter ended September 30, 2025 is related primarily to adjustments to our liability for unrecognized tax benefits.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations (continued)

Quarters Ended September 30, 2025 and 2024 (continued)

Net income attributable to noncontrolling interests increased from $212 million for the third quarter of 2024 to $260 million for the third quarter of 2025. The increase in net income attributable to noncontrolling interests related primarily to the operations of two of our Texas markets.

Nine Months Ended September 30, 2025 and 2024

Revenues increased to $56.087 billion in the first nine months of 2025 from $52.318 billion in the first nine months of 2024. Net income attributable to HCA Healthcare, Inc. totaled $4.906 billion, or $20.23 per diluted share, for the nine months ended September 30, 2025, compared to $4.322 billion, or $16.37 per diluted share, for the nine months ended September 30, 2024. Results for the first nine months of 2025 and 2024 include losses on sales of facilities of $4 million, or $0.01 per diluted share, and gains on sales of facilities of $209 million, or $0.61 per diluted share, respectively. Our provision for income taxes for the first nine months of 2025 and 2024 included tax benefits of $45 million, or $0.19 per diluted share, and $93 million, or $0.35 per diluted share, respectively, related to employee equity award settlements. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 242.459 million shares for the nine months ended September 30, 2025 and 263.987 million shares for the nine months ended September 30, 2024. During 2024 and the first nine months of 2025, we repurchased 17.798 million shares and 21.307 million shares, respectively, of our common stock.

Revenues increased 7.2% on a consolidated basis and 7.0% on a same facility basis for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase in consolidated revenues can be primarily attributed to the combined impact of a 4.2% increase in revenue per equivalent admission and a 2.9% increase in equivalent admissions. The same facility revenues increase resulted from the combined impact of a 4.6% increase in same facility revenue per equivalent admission and a 2.4% increase in same facility equivalent admissions.

Salaries and benefits, as a percentage of revenues, were 43.7% in the first nine months of 2025 and 44.4% in the first nine months of 2024. The decrease in salaries and benefits, as a percentage of revenues, is primarily related to continued improvements in salaries and contract labor growth resulting from our labor management initiatives combined with the increase in revenues for the nine months ended September 30, 2025. Salaries and benefits per equivalent admission increased 2.4% in the first nine months of 2025, compared to the first nine months of 2024. Same facility salaries and benefits per full time equivalent increased 3.2% for the first nine months of 2025, compared to the first nine months of 2024.

Supplies, as a percentage of revenues, were 15.0% in the first nine months of 2025 and 15.2% in the first nine months of 2024. Supply costs per equivalent admission increased 2.4% in the first nine months of 2025, compared to the first nine months of 2024. Supply costs per equivalent admission increased 7.4% for medical devices and declined 4.3% for pharmacy supplies and 0.2% for general medical and surgical items in the first nine months of 2025, compared to the first nine months of 2024. The increase in supply costs per equivalent admission for medical devices is primarily related to cardiovascular technologies. The decline in supply costs per equivalent admission for pharmacy supplies is primarily related to a decrease in the costs of certain drugs.

Other operating expenses, as a percentage of revenues, were 21.0% in each of the first nine months of 2025 and 2024. Other operating expenses are primarily comprised of contract services, professional fees, repairs and maintenance, rents and leases, utilities, insurance (including professional liability insurance) and nonincome taxes. We have seen inflation have a negative impact on certain of these expenses and expect inflationary pressures will continue to impact operating expenses in the future.

Equity in earnings of affiliates was $53 million and $13 million in the first nine months of 2025 and 2024, respectively.

Depreciation and amortization increased $156 million, from $2.456 billion in the first nine months of 2024 to $2.612 billion in the first nine months of 2025. The increase in depreciation relates primarily to capital expenditures at our existing facilities.

Interest expense was $1.676 billion in the first nine months of 2025 and $1.533 billion in the first nine months of 2024. Our average debt balance was $44.155 billion for the first nine months of 2025 compared to $40.901 billion for the first nine months of 2024. The average effective interest rate for our debt was 5.1% and 5.0% for the nine months ended September 30, 2025 and 2024, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations (continued)

Nine Months Ended September 30, 2025 and 2024 (continued)

During the first nine months of 2025 and 2024, we recorded losses on sales of facilities of $4 million and gains on sales of facilities of $209 million, respectively. The gain for 2024 was primarily related to the sale of a hospital facility in California.

The effective tax rates were 23.9% and 24.7% for the first nine months of 2025 and 2024, respectively. The effective tax rate computations exclude net income attributable to noncontrolling interests as it relates to consolidated partnerships. The decline in the effective tax rate for the nine months ended September 30, 2025 is related to adjustments to our liability for unrecognized tax benefits. Our provisions for income taxes for the first nine months of 2025 and 2024 included tax benefits of $45 million and $93 million, respectively, related to employee equity award settlements.

Net income attributable to noncontrolling interests increased from $649 million for the first nine months of 2024 to $713 million for the first nine months 2025. The increase in net income attributable to noncontrolling interests related primarily to the operations of two of our Texas markets.

Liquidity and Capital Resources

Cash provided by operating activities totaled $10.277 billion for the first nine months of 2025 compared to $7.955 billion for the first nine months of 2024. The $2.322 billion increase in cash provided by operating activities, for the first nine months of 2025 compared to the first nine months of 2024, related primarily to an increase in net income of $811 million, excluding the non-cash impact of losses and gains on sales of facilities, and a decline in income taxes paid of $1.259 billion related to an IRS deferral of quarterly estimated income tax payments for Tennessee-based taxpayers until the fourth quarter of 2025. The combination of interest payments and net income tax payments in the first nine months of 2025 and 2024 totaled $1.923 billion and $2.891 billion, respectively. We had negative working capital of $2.611 billion at September 30, 2025 and positive working capital of $1.237 billion at December 31, 2024. The decline in working capital is primarily related to the increase in short-term borrowings and long-term debt due within one year and other accrued expenses, as well as a decline in cash and cash equivalents. We have the ability to refinance our outstanding commercial paper notes (short-term borrowings) with our senior unsecured credit facility on a long-term basis. We also have the ability and the intent to refinance a portion of our long-term debt due within one year, utilizing our senior unsecured credit facility or issuing additional debt securities.

Cash used in investing activities was $3.671 billion in the first nine months of 2025 compared to $3.587 billion in the first nine months of 2024. Excluding acquisitions, capital expenditures were $3.455 billion in the first nine months of 2025 and $3.590 billion in the first nine months of 2024. Planned capital expenditures are expected to be approximately $5.0 billion in 2025. At September 30, 2025, there were projects under construction which had estimated additional costs to complete and equip over the next five years of approximately $6.0 billion. We expect to finance capital expenditures with internally generated and borrowed funds.

Cash used in financing activities totaled $7.551 billion in the first nine months of 2025, compared to $2.419 billion in the first nine months of 2024. During the first nine months of 2025, net cash flows used in financing activities included a net increase of $1.305 billion in our indebtedness, payment of dividends of $517 million, repurchase of common stock of $7.509 billion and distributions to noncontrolling interests of $631 million. During the first nine months of 2024, net cash flows used in financing activities included a net increase of $3.269 billion in our indebtedness, payment of dividends of $525 million, repurchase of common stock of $4.342 billion and distributions to noncontrolling interests of $530 million.

During February 2025, we repaid all $2.600 billion aggregate principal amount of 5.375% senior notes due 2025 at maturity. 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 1.250% (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 concurrently borrowed funds from the senior unsecured credit facility and repaid outstanding borrowings under our $4.500 billion senior secured asset-based revolving credit facility and our senior secured term loan facility of $1.238 billion. We terminated these senior secured credit facilities along with our $3.500 billion senior secured revolving cash flow credit facility.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (continued)

During February 2025, we also 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.

During June 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 of senior unsecured credit facility equal to the aggregate amount outstanding under the commercial paper program. At September 30, 2025, we had $1.910 billion of commercial paper outstanding, and there were no borrowings outstanding under our senior unsecured credit facility.

During April 2025, June 2025 and September 2025, we repaid at maturity, utilizing our senior unsecured credit facility or commercial paper, as applicable, 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, respectively.

We have significant debt service requirements. Our debt totaled $44.511 billion at September 30, 2025. Our interest expense was $1.676 billion for the first nine months of 2025 and $1.533 billion for the first nine months of 2024.

In addition to cash flows from operations, available sources of capital include amounts available under our senior unsecured credit facility ($6.076 billion and $5.886 billion available as of September 30, 2025 and October 27, 2025, respectively, after giving effect to all issued and outstanding letters of credit and our intention to maintain a minimum available borrowing capacity under our senior unsecured credit facility equal to the aggregate amount outstanding under the commercial paper program ($1.910 billion and $2.100 billion as of September 30, 2025 and October 27, 2025, respectively) and anticipated access to public and private debt markets.

Investments of our insurance subsidiaries, held to maintain statutory equity levels and to provide liquidity to pay claims, totaled $667 million and $657 million at September 30, 2025 and December 31, 2024, respectively. An insurance subsidiary maintained net reserves for professional liability risks of $85 million and $127 million at September 30, 2025 and December 31, 2024, respectively. Our facilities are insured by our insurance subsidiary for losses up to $110 million per occurrence; however, this coverage is generally subject, in most cases, to a $15 million per occurrence self-insured retention. Additionally, the insurance subsidiary has entered into reinsurance contracts providing reimbursement for a certain portion of losses in excess of self-insured retentions. Net reserves for the self-insured professional liability risks retained were $1.917 billion and $1.924 billion at September 30, 2025 and December 31, 2024, respectively. Claims payments, net of reinsurance recoveries, during the next 12 months are expected to approximate $577 million. We estimate that approximately $546 million of the expected net claim payments during the next 12 months will relate to claims subject to the self-insured retention.

Management believes that cash flows from operations, amounts available under our senior unsecured credit facility and our anticipated access to public and private debt markets will be sufficient to meet expected liquidity needs for the foreseeable future.

Market Risk

We are exposed to market risk related to changes in market values of securities. The investment securities held by our insurance subsidiaries were recorded at $667 million at September 30, 2025. These investments are carried at fair value, with changes in unrealized gains and losses that are not credit-related being recorded as adjustments to other comprehensive income. At September 30, 2025, we had net unrealized losses of $15 million on the insurance subsidiaries’ investments.

We are exposed to market risk related to market illiquidity. Investments in debt and equity securities held by our insurance subsidiaries could be impaired by the inability to access the capital markets. Should the insurance subsidiaries require significant amounts of cash in excess of normal cash requirements to pay claims and other expenses on short notice, we may have difficulty selling these investments in a timely manner or be forced to sell them at a price less than what we might otherwise have been able to in a normal market environment. We may be required to recognize credit-related impairments on our investment securities in future periods should issuers default on interest payments or should the fair market valuations of the securities deteriorate due to ratings downgrades or other issue-specific factors.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (continued)

Market Risk (continued)

We are also exposed to market risk related to changes in interest rates. With respect to our interest-bearing liabilities, approximately $2.210 billion of our debt at September 30, 2025 was subject to variable rates of interest, while the remaining debt balance of $42.301 billion at September 30, 2025 was subject to fixed rates of interest. Both the general level of interest rates and our leverage affect our variable interest rates. Our variable debt is comprised of outstanding commercial paper notes and the floating rate senior notes due 2028. The average effective interest rate for our debt was 5.1% and 5.0% for the nine months ended September 30, 2025 and 2024, respectively.

The estimated fair value of our debt was $43.898 billion at September 30, 2025. The estimates of fair value are based upon the quoted market prices for the same or similar issues of long-term debt with the same maturities. Based on a hypothetical 1% increase in interest rates, the potential annualized reduction to future pretax earnings would be approximately $22 million. To mitigate the impact of fluctuations in interest rates, we generally target a majority of our debt portfolio to be maintained at fixed rates.

We are exposed to currency translation risk related to our foreign operations. We currently do not consider the market risk related to foreign currency translation to be material to our consolidated financial statements or our liquidity.

Tax Examinations

The IRS concluded its examination of the Company’s 2022 and 2023 income tax returns during the quarter ended September 30, 2025, resolving all federal income tax matters for those years. At September 30, 2025, the IRS was examining the 2019 income tax returns of certain affiliates. Management believes HCA Healthcare, Inc. and its subsidiaries and affiliates properly reported taxable income and paid taxes in accordance with applicable laws and agreements established with the IRS, state and foreign taxing authorities and final resolution of any disputes will not have a material, adverse effect on our results of operations or financial position. However, if payments due upon final resolution of any issues exceed our recorded estimates, such resolutions could have a material, adverse effect on our results of operations or financial position.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Data
20252024
Number of hospitals in operation at:
March 31192188
June 30191188
September 30191187
December 31190
Number of freestanding outpatient surgical centers in operation at:
March 31125121
June 30124123
September 30123125
December 31124
Licensed hospital beds at(a):
March 3150,57149,724
June 3050,48549,844
September 3050,57749,890
December 3149,985
Weighted average beds in service(b):
Quarter:
First42,86242,564
Second42,85842,624
Third42,89642,640
Fourth42,705
Year42,633
Average daily census(c):
Quarter:
First31,51830,567
Second29,39929,259
Third29,26629,247
Fourth29,258
Year29,581
Admissions(d):
Quarter:
First576,361560,869
Second566,061554,456
Third577,804562,100
Fourth559,170
Year2,236,595
Equivalent admissions(e):
Quarter:
First1,012,090981,521
Second1,017,994994,835
Third1,038,7991,006,106
Fourth1,007,623
Year3,990,085
Average length of stay (days)(f):
Quarter:
First4.95.0
Second4.74.8
Third4.74.8
Fourth4.8
Year4.8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

20252024
Emergency room visits(g):
Quarter:
First2,518,7162,428,914
Second2,439,7632,414,960
Third2,477,4742,446,962
Fourth2,498,429
Year9,789,265
Outpatient surgeries(h):
Quarter:
First246,620252,835
Second258,365258,967
Third253,426249,364
Fourth263,832
Year1,024,998
Inpatient surgeries(i):
Quarter:
First133,759133,398
Second136,122135,860
Third138,563135,803
Fourth135,643
Year540,704
Days revenues in accounts receivable(j):
Quarter:
First5453
Second5153
Third5052
Fourth54
Outpatient revenues as a % of patient revenues(k):
Quarter:
First37%37%
Second38%38%
Third38%38%
Fourth38%
Year38%

(a)

Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.

(b)

Represents the average number of beds in service, weighted based on periods owned.

(c)

Represents the average number of patients in our hospital beds each day.

(d)

Represents the total number of patients admitted to our hospitals and is used by management and certain investors as a general measure of inpatient volume.

(e)

Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient revenues and gross outpatient revenues and then dividing the resulting amount by gross inpatient revenues. The equivalent admissions computation “equates” outpatient revenues to the volume measure (admissions) used to measure inpatient volume resulting in a general measure of combined inpatient and outpatient volume.

(f)

Represents the average number of days admitted patients stay in our hospitals.

(g)

Represents the number of patients treated in our emergency rooms.

(h)

Represents the number of surgeries performed on patients who were not admitted to our hospitals. Pain management and endoscopy procedures are not included in outpatient surgeries.

(i)

Represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management and endoscopy procedures are not included in inpatient surgeries.

(j)

Revenues per day is calculated by dividing revenues for the quarter by the days in the quarter. Days revenues in accounts receivable is then calculated as accounts receivable at the end of the quarter divided by revenues per day.

(k)

Represents the percentage of patient revenues related to patients who are not admitted to our hospitals.

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