HCA Healthcare, Inc. 10-K

Item 9A . Controls and Procedures 1. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. 2. Internal Control Over Financial Reporting (a) Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective, can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our assessment under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Form 10-K, has issued a report on our internal control over financial reporting, which is included herein. 71 (b) Attestation Report of the Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of HCA Healthcare, Inc. Opinion on Internal Control Over Financial Reporting We have audited HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, HCA Healthcare, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of HCA Healthcare, Inc. as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 16, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Nashville, Tennessee February 16, 2024 72 (c) Changes in Internal Control Over Financial Reporting During the fourth quarter of 2023, there were no changes in our internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting. Item 9B . Other Information (b) During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 73 PART III Item 10 . Directors, Executive Officers and Corporate Governance The information required by this Item regarding the identity and business experience of our directors and executive officers is set forth under the heading “Nominees for Election” and “Election of Directors” in the definitive proxy materials of HCA to be filed in connection with our 2024 Annual Meeting of Stockholders with respect to our directors and is set forth in Item 1 of Part I of this annual report on Form 10-K with respect to our executive officers. The information required by this Item contained in such definitive proxy materials is incorporated herein by reference. Information on the beneficial ownership reporting for our directors and executive officers required by this Item is contained under the caption “Delinquent Section 16(a) Reports” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders and is incorporated herein by reference. Information on our Audit and Compliance Committee and Audit Committee Financial Experts required by this Item is contained under the caption “Corporate Governance” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders and is incorporated herein by reference. We have a Code of Conduct which is applicable to all our directors, officers and employees (the “Code of Conduct”). The Code of Conduct is available on the Ethics and Compliance and Corporate Governance pages of our website at www.hcahealthcare.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Conduct (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or report the same on a Current Report on Form 8-K. Our Code of Conduct is available free of charge upon request to our Investor Relations Department, HCA Healthcare, Inc., One Park Plaza, Nashville, TN 37203. Item 11 . Executive Compensation The information required by this Item is set forth under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference, except as to information required pursuant to Item 402(v) of SEC Regulation S-K, relating to pay versus performance. Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information about security ownership of certain beneficial owners required by this Item is set forth under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference. 74 This table provides certain information as of December 31, 2023 with respect to our equity compensation plans: EQUITY COMPENSATION PLAN INFORMATION (Share and share unit amounts in millions) (a) (b) (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) Equity compensation plans approved by security holders 8.330 (1) $146.46 (1) 24.840 (2) Equity compensation plans not approved by security holders — — — Total 8.330 $146.46 24.840 (1) Includes 1.551 million restricted share units which vest solely based upon continued employment over a specific period of time and 1.410 million performance share units which vest based upon continued employment over a specific period of time and the achievement of predetermined financial targets over time. The performance share units reported reflect the number of performance share units that would vest upon achievement of target performance; the number of performance share units that vest can vary from zero (for actual performance less than 90% of target) to two times the units granted (for actual performance of 110% or more of target). The weighted average exercise price does not take these restricted share units and performance share units into account. (2) Includes 11.056 million shares available for future grants under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates, 3.784 million shares of common stock reserved for future issuance under the HCA Holdings, Inc. Employee Stock Purchase Plan and 10.000 million shares of common stock reserved for future issuance under the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan. * For additional information concerning our equity compensation plans, see the discussion in Note 2 — Share-Based Compensation in the notes to the consolidated financial statements. Item 13 . Certain Relationships and Related Transactions, and Director Independence The information required by this Item is set forth under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference. Item 14 . Principal Accountant Fees and Services The information required by this Item is set forth under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference. 75 PART IV Item 15 . Exhibits and Financial Statement Schedules (a) Documents filed as part of the report: 1. Financial Statements. The accompanying Index to Consolidated Financial Statements on page F-1 of this annual report on Form 10-K is provided in response to this item. 2. List of Financial Statement Schedules. All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements. 3. List of Exhibits 2.1 — Agreement and Plan of Merger, dated July 24, 2006, by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 25, 2006, and incorporated herein by reference). 2.2 — Merger Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc., and HCA Merger Sub LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference). 3.1 — Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference). 3.2 — Third Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 19, 2022, and incorporated herein by reference). 4.1 — Description of Registered Securities (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference). 4.2 — Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference). 4.3 — Security Agreement, dated as of November 17, 2006, by and among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). 4.4 — Pledge Agreement, dated as of November 17, 2006, by and among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). 4.5(a) — $13,550,000,000 — €1,000,000,000 Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference). 4.5(b) — Amendment No. 1 to the Credit Agreement, dated as of February 16, 2007, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). 4.5(c) — Amendment No. 2 to the Credit Agreement, dated as of March 2, 2009, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as 76 Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). 4.5(d) — Amendment No. 3 to the Credit Agreement, dated as of June 18, 2009, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2009, and incorporated herein by reference). 4.5(e) — Extension Amendment No. 1 to the Credit Agreement, dated as of April 6, 2010, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2010, and incorporated herein by reference). 4.5(f) — Amended and Restated Joinder Agreement No. 1, dated as of November 8, 2010, by and among each of the financial institutions listed as a “Replacement-1 Revolving Credit Lender” on Schedule A thereto, HCA Inc., Bank of America, N.A., as Administrative Agent and as Collateral Agent, and the other parties listed on the signature pages thereto (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, and incorporated herein by reference). 4.5(g) — Restatement Agreement, dated as of May 4, 2011, by and among HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent to the Credit Agreement, dated as of November 17, 2006, as amended on February 16, 2007, March 2, 2009, June 18, 2009, April 6, 2010 and November 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 9, 2011, and incorporated herein by reference). 4.5(h) — Extension Amendment No. 1, dated as of April 25, 2012, by and among HCA Inc., HCA UK Capital Limited, each of the U.S. Guarantors, each of the European Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 26, 2012, and incorporated herein by reference). 4.5(i) — Restatement Agreement, dated as of February 26, 2014, to (i) the Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011, by and among the HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent and (ii) the U.S. Guarantee, dated as of November 17, 2006, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 28, 2014, and incorporated herein by reference). 4.5(j) — Supplement No. 14, dated as of November 9, 2015, to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference). 4.5(k) — Schedule of Omitted Supplements to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, filed pursuant to Instruction 2 to Item 601 of Regulation S-K. 4.5(l) — Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 30, 2017, and incorporated herein by reference). 4.5(m) — Joinder Agreement No. 8, dated as of July 16, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 22, 2019, and incorporated herein by reference). 77 4.5(n) — Joinder Agreement No. 9, dated as of October 8, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 10, 2019, and incorporated herein by reference). 4.5(o) — Joinder Agreement No. 10, dated as of November 20, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 21, 2019, and incorporated herein by reference). 4.5(p) — Restatement Agreement, dated as of June 30, 2021, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference). 4.5(q) — Restatement Agreement dated as of January 4, 2023, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 4, 2023, and incorporated herein by reference). 4.6(a) — Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, by and among the Company, the Subsidiary Grantors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). 4.6(b) — Supplement No. 2, dated as of October 27, 2011, to the Amended and Restated Security Agreement, dated as of March 2, 2009, as supplemented, by and among the subsidiary grantor named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference). 4.6(c) — Schedule of Omitted Supplements to the Security Agreement, dated as of November 17, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K. 4.7(a) — Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, by and among the Company, the Subsidiary Pledgors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference). 4.7(b) — Supplement No. 1 dated as of October 27, 2011 to the Amended and Restated Pledge Agreement, dated as of March 2, 2009, by and among the subsidiary pledgors named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.6(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference). 4.7(c) — Schedule of Omitted Supplements to the Pledge Agreement, dated as of November 6, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K. 4.8(a) — $2,500,000,000 Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 3, 2011, and incorporated herein by reference). 4.8(b) — Restatement Agreement, dated as of March 7, 2014, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2014, and incorporated herein by reference). 4.8(c) — Joinder Agreement and Amendment No. 1, dated as of October 30, 2014, to the Credit Agreement, dated as of September 30, 2011 and amended and restated as of March 7, 2014, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 31, 2014, and incorporated herein by reference). 4.8(d) — Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 30, 2017, and incorporated herein by reference). 78 4.8(e) — Joinder Agreement, dated as of January 3, 2018, to the Credit Agreement, dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 28, 2017), by and among the subsidiary borrowers party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.7(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference). 4.8(f) — Restatement Agreement, dated as of June 30, 2021, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as parent borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference). 4.8(g) — Amendment No. 1 to Credit Agreement dated as of January 4, 2023, by and among HCA Inc., as parent borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 4, 2023, and incorporated herein by reference). 4.9(a) — Security Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed October 3, 2011, and incorporated herein by reference). 4.9(b) — Supplement No. 1, dated as of October 27, 2011, to the Security Agreement dated as of September 30, 2011, by and among the subsidiary borrower party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.8(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference). 4.9(c) — Schedule of Omitted Supplements to the Security Agreement dated as of September 30, 2011, filed pursuant to Instruction 2 to Item 601 of Regulation S-K. 4.10(a) — General Intercreditor Agreement, dated as of November 17, 2006, by and between Bank of America, N.A., as First Lien Collateral Agent, and The Bank of New York, as Junior Lien Collateral Agent (filed as Exhibit 4.13(a) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.10(b) — Receivables Intercreditor Agreement, dated as of November 17, 2006, by and among Bank of America, N.A., as ABL Collateral Agent, Bank of America, N.A., as CF Collateral Agent and The Bank of New York, as Bonds Collateral Agent (filed as Exhibit 4.13(b) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.10(c) — First Lien Intercreditor Agreement, dated as of April 22, 2009, by and among Bank of America, N.A. as Collateral Agent, Bank of America, N.A. as Authorized Representative under the Credit Agreement and Law Debenture Trust Company of New York as the Initial Additional Authorized Representative (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed April 28, 2009, and incorporated herein by reference). 4.10(d) — Additional General Intercreditor Agreement, dated as of August 1, 2011, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed August 1, 2011, and incorporated herein by reference). 4.10(e) — Additional Receivables Intercreditor Agreement, dated as of August 1, 2011, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed August 1, 2011, and incorporated herein by reference). 4.10(f) — Additional General Intercreditor Agreement, dated as of February 16, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed February 16, 2012, and incorporated herein by reference). 79 4.10(g) — Additional Receivables Intercreditor Agreement, dated as of February 16, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed February 16, 2012, and incorporated herein by reference). 4.10(h) — Additional General Intercreditor Agreement, dated as of October 23, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed October 23, 2012, and incorporated herein by reference). 4.10(i) — Additional Receivables Intercreditor Agreement, dated as of October 23, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed October 23, 2012, and incorporated herein by reference). 4.11 — Registration Rights Agreement, dated as of November 22, 2010, by and among HCA Holdings, Inc., Hercules Holding II, LLC and certain other parties thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference). 4.12 — Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit 4.14 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.13 — Assignment and Assumption Agreement, dated as of February 10, 1994, by and between HCA-Hospital Corporation of America and Columbia Healthcare Corporation relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.14(a) — Indenture, dated as of December 16, 1993, by and between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.16(a) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.14(b) — First Supplemental Indenture, dated as of May 25, 2000, by and between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(b) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.14(c) — Second Supplemental Indenture, dated as of July 1, 2001, by and between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(c) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.14(d) — Third Supplemental Indenture, dated as of December 5, 2001, by and between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.16(d) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.14(e) — Fourth Supplemental Indenture, dated as of November 14, 2006, by and between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 16, 2006, and incorporated herein by reference). 4.15 — Form of 7.5% Debenture due 2023 (filed as Exhibit 4.17 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.16 — Form of 8.36% Debenture due 2024 (filed as Exhibit 4.18 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.17 — Form of Fixed Rate Global Medium-Term Note (filed as Exhibit 4.19 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.18 — Form of Floating Rate Global Medium-Term Note (filed as Exhibit 4.20 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.19 — Form of 7.69% Note due 2025 (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference). 4.20 — Form of 7.50% Debenture due 2095 (filed as Exhibit 4.23 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 80 4.21 — Form of 7.05% Debenture due 2027 (filed as Exhibit 4.24 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference). 4.22 — 7.50% Note due 2033 in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 6, 2003, and incorporated herein by reference). 4.23 — Form of Indenture of HCA Inc. (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-175791), and incorporated herein by reference). 4.24 — Indenture dated as of August 1, 2011, by and among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-226709), and incorporated herein by reference). 4.25 — Indenture, dated as of December 6, 2012, by and among HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2012, and incorporated herein by reference). 4.26 — Supplemental Indenture No. 8, dated as of March 17, 2014, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 21, 2014, and incorporated herein by reference). 4.27 — Form of 5.00% Senior Secured Notes due 2024 (included in Exhibit 4.26). 4.28 — Additional Receivables Intercreditor Agreement, dated as of March 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed March 21, 2014, and incorporated herein by reference). 4.29 — Supplemental Indenture No. 10, dated as of October 17, 2014, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 17, 2014, and incorporated herein by reference). 4.30 — Form of 5.25% Senior Secured Notes due 2025 (included in Exhibit 4.29). 4.31 — Additional Receivables Intercreditor Agreement, dated as of October 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed October 17, 2014, and incorporated herein by reference). 4.32 — Supplemental Indenture No. 11, dated as of January 16, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 16, 2015, and incorporated herein by reference). 4.33 — Form of 5.375% Senior Notes due 2025 (included in Exhibit 4.32). 4.34 — Supplemental Indenture No. 12, dated as of May 20, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed May 20, 2015, and incorporated herein by reference). 4.35 — Supplemental Indenture No. 13, dated as of November 13, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 13, 2015, and incorporated herein by reference). 4.36 — Form of 5.875% Senior Notes due 2026 (included in Exhibit 4.35). 4.37 — Supplemental Indenture No. 14, dated as of December 8, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust 81 Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed December 8, 2015, and incorporated herein by reference). 4.38 — Supplemental Indenture No. 15, dated as of March 15, 2016, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 15, 2016, and incorporated herein by reference). 4.39 — Form of 5.250% Senior Secured Notes due 2026 (included in Exhibit 4.38). 4.40 — Additional Receivables Intercreditor Agreement, dated as of March 15, 2016, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed March 15, 2016, and incorporated herein by reference). 4.41 — Supplemental Indenture No. 16, dated as of August 15, 2016, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 15, 2016, and incorporated herein by reference). 4.42 — Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.41). 4.43 — Additional Receivables Intercreditor Agreement, dated as of August 15, 2016, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed August 15, 2016, and incorporated herein by reference). 4.44 — Supplemental Indenture No. 17, dated as of December 9, 2016, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 9, 2016, and incorporated herein by reference). 4.45 — Supplemental Indenture No. 18, dated as of June 22, 2017, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 22, 2017, and incorporated herein by reference). 4.46 — Form of 5.500% Senior Secured Notes due 2047 (included in Exhibit 4.45). 4.47 — Additional Receivables Intercreditor Agreement, dated as of June 22, 2017, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed June 22, 2017, and incorporated herein by reference). 4.48 — Supplemental Indenture No. 19, dated as of August 23, 2018, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 23, 2018, and incorporated herein by reference). 4.49 — Form of 5.375% Senior Notes Due 2026 (included in Exhibit 4.48). 4.50 — Supplemental Indenture No. 20, dated as of August 23, 2018, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 23, 2018, and incorporated herein by reference). 4.51 — Form of 5.625% Senior Notes Due 2028 (included in Exhibit 4.50). 4.52 — Supplemental Indenture No. 21, dated as of January 22, 2019, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed January 22, 2019, and incorporated herein by reference). 4.53 — Supplemental Indenture No. 22, dated as of January 30, 2019, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, 82 as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 30, 2019, and incorporated herein by reference). 4.54 — Form of 5.875% Senior Notes Due 2029 (included in Exhibit 4.53). 4.55 — Supplemental Indenture No. 23, dated as of June 12, 2019, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference). 4.56 — Supplemental Indenture No. 24, dated as of June 12, 2019, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference). 4.57 — Supplemental Indenture No. 25, dated as of June 12, 2019, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference). 4.58 — Form of 4 1/8% Senior Secured Notes due 2029 (included in Exhibit 4.55). 4.59 — Form of 5 1/8% Senior Secured Notes due 2039 (included in Exhibit 4.56). 4.60 — Form of 5 1/4% Senior Secured Notes due 2049 (included in Exhibit 4.57). 4.61 — Additional Receivables Intercreditor Agreement, dated as of June 12, 2019, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference). 4.62 — Supplemental Indenture No. 26, dated as of February 26, 2020, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 26, 2020, and incorporated herein by reference). 4.63 — Form of 3.500% Senior Notes Due 2030 (included in Exhibit 4.62). 4.64 — Supplemental Indenture No. 27, dated as of June 30, 2021, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference). 4.65 — Supplemental Indenture No. 28, dated as of June 30, 2021, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference). 4.66 — Form of 2 3/8% Senior Secured Notes Due 2031 (included in Exhibit 4.64). 4.67 — Form of 3 1/2% Senior Secured Notes Due 2051 (included in Exhibit 4.65). 4.68 — Additional Receivables Intercreditor Agreement, dated as of June 30, 2021, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference). 4.69 — Supplemental Indenture No. 29, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference). 4.70 — Supplemental Indenture No. 30, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference). 4.71 — Supplemental Indenture No. 31, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank 83 Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference). 4.72 — Supplemental Indenture No. 32, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference). 4.73 — Supplemental Indenture No. 33, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference). 4.74 — Form of 3 1/8% Senior Secured Notes due 2027 (included in Exhibit 4.69). 4.75 — Form of 3 3/8% Senior Secured Notes due 2029 (included in Exhibit 4.70). 4.76 — Form of 3 5/8% Senior Secured Notes due 2032 (included in Exhibit 4.71). 4.77 — Form of 4 3/8% Senior Secured Notes due 2042 (included in Exhibit 4.72). 4.78 — Form of 4 5/8% Senior Secured Notes due 2052 (included in Exhibit 4.73). 4.79 — Additional Receivables Intercreditor Agreement, dated as of March 9, 2022, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.15 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference). 4.80 — Registration Rights Agreement, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein and Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the other several initial purchasers named therein (filed as Exhibit 4.16 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference). 4.81 — Supplemental Indenture No. 34, dated as of May 4, 2023, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 4, 2023, and incorporated herein by reference). 4.82 — Supplemental Indenture No. 35, dated as of May 4, 2023, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 4, 2023, and incorporated herein by reference). 4.83 — Supplemental Indenture No. 36, dated as of May 4, 2023, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on May 4, 2023, and incorporated herein by reference). 4.84 — Form of 5.200% Senior Notes due 2028 (included in Exhibit 4.81). 4.85 — Form of 5.500% Senior Notes due 2033 (included in Exhibit 4.82). 4.86 — Form of 5.900% Senior Notes due 2053 (included in Exhibit 4.83). 10.1 — Form of Indemnity Agreement with certain officers and directors (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (File No. 333-145054) and incorporated herein by reference). 10.2(a) — 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates as Amended and Restated (filed as Exhibit 10.11(b) to the Company’s Registration Statement on Form S-1 (File No. 333-171369), and incorporated herein by reference).* 10.2(b) — First Amendment to 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and incorporated herein by reference).* 10.2(c) — Second Amendment to the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and incorporated herein by reference).* 10.3(a) — Management Stockholder’s Agreement, dated November 17, 2006 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference). 84 10.3(b) — Form of Omnibus Amendment to HCA Holdings, Inc.’s Management Stockholder’s Agreements (filed as Exhibit 10.39 to the Company’s Registration Statement on Form S-1 (File No. 333-171369), and incorporated herein by reference). 10.4 — Form of Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 14, 2012, and incorporated herein by reference).* 10.5 — Form of 2014 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.17(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference).* 10.6 — Retirement Agreement, dated as of January 1, 2002, by and between the Company and Thomas F. Frist, Jr., M.D. (filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference).* 10.7(a) — Amended and Restated HCA Supplemental Executive Retirement Plan, effective December 22, 2010, except as provided therein (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).* 10.7(b) — Amendment, dated December 22, 2020, to Amended and Restated HCA Supplemental Executive Retirement Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).* 10.8(a) — Amended and Restated HCA Restoration Plan, effective December 22, 2010 (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).* 10.8(b) — Amendment to the Amended and Restated HCA Restoration Plan, effective June 5, 2020 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference).* 10.9(a) — Employment Agreement dated November 16, 2006 (Samuel N. Hazen) (filed as Exhibit 10.27(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference).* 10.9(b) — Amendment to Employment Agreement effective February 9, 2011 (Samuel N. Hazen) (filed as Exhibit 10.29(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).* 10.9(c) — Second Amendment to Employment Agreement effective January 29, 2015 (Samuel N. Hazen) (filed as Exhibit 10.23(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-11239), and incorporated herein by reference).* 10.9(d) — Third Amendment to Employment Agreement effective January 27, 2016 (Samuel N. Hazen) (filed as Exhibit 10.23(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference).* 10.9(e) — Fourth Amendment to Employment Agreement effective November 14, 2016 (Samuel N. Hazen) (filed as Exhibit 10.16(l) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference).* 10.9(f) — Fifth Amendment to Employment Agreement effective January 1, 2019 (Samuel N. Hazen) (filed as Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).* 10.9(g) — Signing Bonus Agreement, dated as of January 24, 2022, by and between HCA Healthcare, Inc. and Michael R. McAlevey (filed as Exhibit 10.9(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference) * 10.10 — Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, by and between HCA Inc. and certain other parties thereto (filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference). 85 10.11 — Assignment and Assumption Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc. and HCA Merger Sub LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference). 10.12 — Omnibus Amendment to Various Stock and Option Plans and the Management Stockholders’ Agreement, dated November 22, 2010 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference).* 10.13 — Omnibus Amendment to Stock Option Agreements Issued Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as amended, effective February 16, 2011 (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).* 10.14 — Stockholders’ Agreement, dated as of March 9, 2011, by and among the Company, Hercules Holding II, LLC and the other signatories thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 16, 2011, and incorporated herein by reference). 10.15 — Amendment, dated as of September 21, 2011, to the Stockholders’ Agreement, dated as of March 9, 2011 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 21, 2011, and incorporated herein by reference). 10.16 — Form of Director Restricted Share Unit Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).* 10.17 — Executive Severance Policy (filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference).* 10.18 — HCA Holdings, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 25, 2014 (File No. 001-11239), and incorporated herein by reference).* 10.19 — Form of 2015 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 4, 2015, and incorporated herein by reference).* 10.20 — Form of 2016 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference).* 10.21 — Form of Director Restricted Share Unit Agreement (Annual Award) Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and incorporated herein by reference).* 10.22 — Form of 2017 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference).* 10.23 — Form of 2018 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and incorporated herein by reference).* 10.24 — Form of 2019 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).* 10.25 — Form of 2019 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).* 86 10.26 — Form of 2020 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference).* 10.27 — Form of 2020 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference).* 10.28 — 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc., and its Affiliates (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, and incorporated herein by reference).* 10.29 — Form of Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No. 333-237967), and incorporated herein by reference).* 10.30 — Form of Employee Restricted Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (File No. 333-237967), and incorporated herein by reference).* 10.31 — Form of Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 4.7 to the Company’s Registration Statement on Form S-8 (File No. 333-237967), and incorporated herein by reference).* 10.32 — Form of Director Restricted Share Unit Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.2 to the Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference).* 10.33 — Form of 2021 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).* 10.34 — Form of 2021 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).* 10.35 — HCA Healthcare, Inc. 2021 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 9, 2021, and incorporated herein by reference).* 10.36 — Form of 2022 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and incorporated herein by reference).* 10.37 — Form of 2022 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and incorporated herein by reference).* 10.38 — HCA Healthcare, Inc. 2022 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2022, and incorporated herein by reference).* 10.39 — Form of 2023 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference).* 10.40 — Form of 2023 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference).* 10.41 — HCA Healthcare, Inc. 2023 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2023, and incorporated herein by reference).* 87 10.42 — HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 21, 2023, and incorporated herein by reference).* 10.43 — Form of 2024 Stock Appreciation Right Award Agreement under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates.* 10.44 — Form of 2024 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates.* 21 — List of Subsidiaries. 22 — List of Subsidiary Guarantors and Pledged Securities. 23 — Consent of Ernst & Young LLP. 31.1 — Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 — Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 — Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 — HCA Healthcare, Inc. Compensation Recoupment Policy. 101 — The following financial information from our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets at December 31, 2023 and 2022, (ii) the consolidated income statements for the years ended December 31, 2023, 2022 and 2020, (iii) the consolidated comprehensive income statements for the years ended December 31, 2023, 2022 and 2021, (iv) the consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 2023, 2022 and 2021, (v) the consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021, and (vi) the notes to consolidated financial statements. 104 — The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included in Exhibit 101). __________ * Management compensatory plan or arrangement. Item 16 . Form 10-K Summary None. 88 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/ S AMUEL N. H AZEN Samuel N. Hazen Chief Executive Officer Dated: February 16, 2024 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/ S AMUEL N. H AZEN Chief Executive Officer and Director (Principal Executive Officer) February 16, 2024 Samuel N. Hazen /S/ W ILLIAM B. R UTHERFORD Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 16, 2024 William B. Rutherford /S/ T HOMAS F. F RIST III Chairman and Director February 16, 2024 Thomas F. Frist III /S/ M EG G. C ROFTON Director February 16, 2024 Meg G. Crofton /S/ R OBERT J. D ENNIS Director February 16, 2024 Robert J. Dennis /S/ N ANCY -A NN D E P ARLE Director February 16, 2024 Nancy-Ann DeParle /S/ W ILLIAM R. F RIST Director February 16, 2024 William R. Frist /S/ H UGH F. J OHNSTON Director February 16, 2024 Hugh F. Johnston /S/ M ICHAEL W. M ICHELSON Director February 16, 2024 Michael W. Michelson /S/ W AYNE J. R ILEY Director February 16, 2024 Wayne J. Riley /S/ A NDREA B. S MITH Director February 16, 2024 Andrea B. Smith 89 HCA HEALTHCARE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Consolidated Financial Statements: Consolidated Income Statements for the years ended December 31, 2023, 2022 and 2021 F- 5 Consolidated Comprehensive Income Statements for the years ended December 31, 2023, 2022 and 2021 F- 6 Consolidated Balance Sheets, December 31, 2023 and 2022 F- 7 Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023, 2022 and 2021 F- 8 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 F- 9 Notes to Consolidated Financial Statements F- 10 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 16, 2024 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 Description of the Matter For the year ended December 31, 2023, the Company’s revenues were $64.968 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 are based upon the payment terms specified in the related contractual agreements. Management continually reviews the contractual adjustments estimation process to consider and incorporate the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care 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. 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. 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, significant assumptions underlying management’s models, and management’s internal controls over 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 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 Claims Description of the Matter At December 31, 2023, the Company’s reserves for professional liability risks were $2.089 billion and the Company’s related provision for losses for the year ended December 31, 2023 was $619 million. As discussed in Note 1 to the consolidated financial statements, reserves for professional liability risks represent the estimated ultimate net 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 professional liability claims reserves 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 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 professional liability claims reserves 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 by policy year 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 16, 2024 F- 4 HCA HE ALTHCARE, INC. CONSOLIDATED IN COME STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Dollars in millions, except per share amounts) 2023 2022 2021 Revenues $ 64,968 $ 60,233 $ 58,752 Salaries and benefits 29,487 27,685 26,779 Supplies 9,902 9,371 9,481 Other operating expenses 12,875 11,155 9,961 Equity in earnings of affiliates ( 22 ) ( 45 ) ( 113 ) Depreciation and amortization 3,077 2,969 2,853 Interest expense 1,938 1,741 1,566 Losses (gains) on sales of facilities 5 ( 1,301 ) ( 1,620 ) Losses on retirement of debt — 78 12 57,262 51,653 48,919 Income before income taxes 7,706 8,580 9,833 Provision for income taxes 1,615 1,746 2,112 Net income 6,091 6,834 7,721 Net income attributable to noncontrolling interests 849 1,191 765 Net income attributable to HCA Healthcare, Inc. $ 5,242 $ 5,643 $ 6,956 Per share data: Basic earnings per share $ 19.25 $ 19.43 $ 21.52 Diluted earnings per share $ 18.97 $ 19.15 $ 21.16 Shares used in earnings per share calculations (in millions): Basic 272.404 290.348 323.315 Diluted 276.412 294.666 328.752 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, 2023, 2022 AND 2021 (Dollars in millions) 2023 2022 2021 Net income $ 6,091 $ 6,834 $ 7,721 Other comprehensive income (loss) before taxes: Foreign currency translation 41 ( 111 ) ( 9 ) Unrealized gains (losses) on available-for-sale securities 11 ( 55 ) ( 16 ) Losses (gains) included in other operating expenses ( 1 ) 1 — 10 ( 54 ) ( 16 ) Defined benefit plans 27 49 87 Pension costs included in salaries and benefits 3 9 28 30 58 115 Change in fair value of derivative financial instruments — 6 1 Interest costs included in interest expense — 2 37 — 8 38 Other comprehensive income (loss) before taxes 81 ( 99 ) 128 Income taxes (benefits) related to other comprehensive income items 16 ( 13 ) 30 Other comprehensive income (loss) 65 ( 86 ) 98 Comprehensive income 6,156 6,748 7,819 Comprehensive income attributable to noncontrolling interests 849 1,191 765 Comprehensive income attributable to HCA Healthcare, Inc. $ 5,307 $ 5,557 $ 7,054 The accompanying notes are an integral part of the consolidated financial statements. F- 6 HCA HEALTHCARE, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (Dollars in millions) 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 935 $ 908 Accounts receivable 9,958 8,891 Inventories 2,021 2,068 Other 2,013 1,776 14,927 13,643 Property and equipment, at cost: Land 3,120 2,799 Buildings 21,560 20,221 Equipment 31,998 29,981 Construction in progress 1,870 1,756 58,548 54,757 Accumulated depreciation ( 30,833 ) ( 29,182 ) 27,715 25,575 Investments of insurance subsidiaries 477 381 Investments in and advances to affiliates 756 823 Goodwill and other intangible assets 9,945 9,653 Right-of-use operating lease assets 2,207 2,065 Other 184 298 $ 56,211 $ 52,438 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 4,233 $ 4,239 Accrued salaries 2,127 1,712 Other accrued expenses 3,871 3,581 Long-term debt due within one year 2,424 370 12,655 9,902 Long-term debt, less debt issuance costs and discounts of $ 333 and $ 301 37,169 37,714 Professional liability risks 1,557 1,528 Right-of-use operating lease obligations 1,903 1,752 Income taxes and other liabilities 1,867 1,615 Stockholders’ equity (deficit): Common stock $ 0.01 par; authorized 1,800,000,000 shares; outstanding 265,537,300 shares — 2023 and 277,378,300 shares — 2022 3 3 Accumulated other comprehensive loss ( 425 ) ( 490 ) Retained deficit ( 1,352 ) ( 2,280 ) Stockholders’ deficit attributable to HCA Healthcare, Inc. ( 1,774 ) ( 2,767 ) Noncontrolling interests 2,834 2,694 1,060 ( 73 ) $ 56,211 $ 52,438 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, 2023, 2022 AND 2021 (Dollars in millions, except per share amounts) Equity (Deficit) Attributable to HCA Healthcare, Inc. Capital Accumulated Equity Common Stock in Excess Other Retained Attributable to Shares Par of Par Comprehensive Earnings Noncontrolling (in millions) Value Value Loss (Deficit) Interests Total Balances, December 31, 2020 339.426 $ 3 $ 294 $ ( 502 ) $ 777 $ 2,320 $ 2,892 Comprehensive income 98 6,956 765 7,819 Repurchase of common stock ( 37.812 ) ( 578 ) ( 7,637 ) ( 8,215 ) Share-based benefit plans 3.863 280 280 Cash dividends declared ($ 1.92 per share) ( 628 ) ( 628 ) Distributions ( 749 ) ( 749 ) Other 4 86 90 Balances, December 31, 2021 305.477 3 — ( 404 ) ( 532 ) 2,422 1,489 Comprehensive income (loss) ( 86 ) 5,643 1,191 6,748 Repurchase of common stock ( 30.747 ) ( 264 ) ( 6,736 ) ( 7,000 ) Share-based benefit plans 2.648 282 282 Cash dividends declared ($ 2.24 per share) ( 655 ) ( 655 ) Distributions ( 1,025 ) ( 1,025 ) Other ( 18 ) 106 88 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 ) ( 186 ) ( 3,656 ) ( 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 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, 2023, 2022 AND 2021 (Dollars in millions) 2023 2022 2021 Cash flows from operating activities: Net income $ 6,091 $ 6,834 $ 7,721 Adjustments to reconcile net income to net cash provided by operating activities: Increase (decrease) in cash from operating assets and liabilities: Accounts receivable ( 935 ) ( 797 ) ( 962 ) Inventories and other assets ( 126 ) ( 59 ) ( 540 ) Accounts payable and accrued expenses 604 ( 296 ) 999 Depreciation and amortization 3,077 2,969 2,853 Income taxes 229 571 ( 70 ) Losses (gains) on sales of facilities 5 ( 1,301 ) ( 1,620 ) Losses on retirement of debt — 78 12 Amortization of debt issuance costs and discounts 35 29 27 Share-based compensation 262 341 440 Other 189 153 99 Net cash provided by operating activities 9,431 8,522 8,959 Cash flows from investing activities: Purchase of property and equipment ( 4,744 ) ( 4,395 ) ( 3,577 ) Acquisition of hospitals and health care entities ( 635 ) ( 224 ) ( 1,105 ) Sales of hospitals and health care entities 193 1,237 2,160 Change in investments ( 112 ) 14 ( 117 ) Other ( 19 ) ( 21 ) ( 4 ) Net cash used in investing activities ( 5,317 ) ( 3,389 ) ( 2,643 ) Cash flows from financing activities: Issuances of long-term debt 3,224 5,997 4,344 Net change in revolving credit facilities ( 1,020 ) 120 2,780 Repayment of long-term debt ( 909 ) ( 2,830 ) ( 3,869 ) Distributions to noncontrolling interests ( 640 ) ( 1,025 ) ( 749 ) Payment of debt issuance costs ( 31 ) ( 53 ) ( 38 ) Payment of dividends ( 661 ) ( 653 ) ( 624 ) Repurchase of common stock ( 3,811 ) ( 7,000 ) ( 8,215 ) Other ( 246 ) ( 212 ) ( 284 ) Net cash used in financing activities ( 4,094 ) ( 5,656 ) ( 6,655 ) Effect of exchange rate changes on cash and cash equivalents 7 ( 20 ) ( 3 ) Change in cash and cash equivalents 27 ( 543 ) ( 342 ) Cash and cash equivalents at beginning of period 908 1,451 1,793 Cash and cash equivalents at end of period $ 935 $ 908 $ 1,451 Interest payments $ 1,892 $ 1,662 $ 1,502 Income tax payments, net $ 1,386 $ 1,175 $ 2,182 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, 2023 these affiliates owned and operated 186 hospitals, 124 freestanding surgery centers, 24 freestanding endoscopy centers and provided extensive outpatient and ancillary services. HCA Healthcare, Inc.’s facilities are located in 20 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 $ 315 million, $ 307 million and $ 337 million for the years ended December 31, 2023, 2022 and 2021 , 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, 2023 Ratio 2022 Ratio 2021 Ratio Medicare $ 10,585 16.3 % $ 10,447 17.3 % $ 10,447 17.8 % Managed Medicare 10,496 16.2 9,201 15.3 8,424 14.3 Medicaid 3,606 5.6 2,636 4.4 2,290 3.9 Managed Medicaid 3,879 6.0 3,998 6.6 3,124 5.3 Managed care and other insurers 31,819 49.0 29,120 48.3 30,295 51.6 International (managed care and other insurers) 1,509 2.3 1,317 2.2 1,336 2.3 Other 3,074 4.6 3,514 5.9 2,836 4.8 Revenues $ 64,968 100.0 % $ 60,233 100.0 % $ 58,752 100.0 % 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 $ 84 million, $ 56 million and $ 53 million in 2023, 2022 and 2021 , respectively. The adjustments to estimated reimbursement amounts related primarily to cost reports filed during previous years resulted in net increases to revenues of $ 58 million in 2023 , $ 42 million in 2022 and $ 19 million in 2021. 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 attempt to 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, 2023 and 2022 , estimated implicit price concessions of $ 7.283 billion and $ 6.780 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): 2023 2022 2021 Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization) $ 55,341 $ 51,180 $ 49,074 Cost-to-charges ratio (patient care costs as percentage of gross patient charges) 10.5 % 11.0 % 11.3 % Total uncompensated care $ 35,426 $ 31,734 $ 29,642 Multiply by the cost-to-charges ratio 10.5 % 11.0 % 11.3 % Estimated cost of total uncompensated care $ 3,720 $ 3,491 $ 3,350 The total uncompensated care amounts include charity care of $ 14.425 billion, $ 13.615 billion and $ 13.644 billion for the years ended December 31, 2023, 2022 and 2021 , respectively. The estimated cost of charity care was $ 1.515 billion, $ 1.498 billion and $ 1.542 billion for the years ended December 31, 2023, 2022 and 2021 , respectively. Recent Pronouncements In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires enhanced disclosures for significant segment expenses. ASU 2023-07 is effective for public business entities for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. We plan to adopt ASU 2023-07 on the respective annual and interim effective dates applying a retrospective approach to all prior periods presented in the financial statements. We do not believe the adoption of this new standard will have a material effect on our disclosures. In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced annual disclosures for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state and foreign taxes. ASU 2023-09 is effective for public business entities for annual periods beginning on January 1, 2025. We plan to adopt ASU 2023-09 effective January 1, 2025 applying a retrospective approach to all prior periods presented in the financial statements. We do not believe the adoption of this new standard will have a material effect on our disclosures. F- 12 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 1 — ACCOUNTING POLICIES (continued) 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. Our cash management system provides for daily investment of available balances and the funding of outstanding checks when presented for payment. Outstanding, but unpresented, checks totaling $ 600 million and $ 656 million at December 31, 2023 and 2022 , respectively, have been included in “accounts payable” in the consolidated balance sheets. Upon presentation for payment, these checks are funded through available cash balances or our credit facility. 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 53 days, 53 days and 49 days at December 31, 2023, 2022 and 2021 , respectively. Changes in general economic conditions, patient accounting service center operations, payer mix, payer claim processing, or federal or state governmental 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 $ 3.052 billion in 2023 , $ 2.941 billion in 2022 and $ 2.826 billion in 2021 . 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. F- 13 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 1 — ACCOUNTING POLICIES (continued) Investments of Insurance Subsidiaries At December 31, 2023 and 2022, 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. 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 2023, 2022 or 2021. During 2023 , goodwill increased by $ 362 million related to acquisitions and declined by $ 50 million related to foreign currency translation and other adjustments. During 2022 , goodwill increased by $ 262 million related to acquisitions and declined by $ 105 million related to foreign currency translation and other adjustments. During 2023 and 2022 , identifiable intangible assets declined by $ 20 million and $ 44 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, 2023 and 2022 was $ 274 million and accumulated amortization was $ 228 million and $ 208 million, respectively. The gross carrying amount of indefinite-lived identifiable intangible assets at both December 31, 2023 and 2022 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, 2023 and 2022 were $ 559 million and $ 496 million, respectively, and accumulated amortization was $ 226 million and $ 195 million, respectively. Amortization of debt issuance costs and discounts is included in interest expense and was $ 35 million, $ 29 million and $ 27 million for 2023, 2022 and 2021 , respectively. F- 14 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 1 — ACCOUNTING POLICIES (continued) Professional Liability Claims Reserves for professional liability risks were $ 2.089 billion and $ 2.043 billion at December 31, 2023 and 2022 , respectively. The current portion of the reserves, $ 532 million and $ 515 million at December 31, 2023 and 2022 , respectively, is included in “other accrued expenses” in the consolidated balance sheets. Provisions for losses related to professional liability risks were $ 619 million, $ 517 million and $ 453 million for 2023, 2022 and 2021 , 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. We recorded an increase to the provision for professional liability risks of $ 40 million during 2023 and reductions to the provision for professional liability risks of $ 55 million and $ 87 million for 2022 and 2021, respectively, due to the receipt of updated actuarial information. Loss and loss expense reserves represent the estimated ultimate net cost of all reported and unreported losses incurred 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 2,100 and 2,000 individual claims at December 31, 2023 and 2022, 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 2023 and 2022 , $ 550 million and $ 497 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. A portion of our professional liability risks is insured through our insurance subsidiary. 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 $ 80 million per occurrence. 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 $ 34 million and $ 48 million at December 31, 2023 and 2022 , respectively, recorded in “other assets,” and $ 8 million and $ 12 million at December 31, 2023 and 2022 , respectively, recorded in “other current assets.” Financial Instruments Derivative financial instruments have been employed to manage risks, including interest rate exposures, and have not been used for trading or speculative purposes. Changes in the fair value of derivatives are recognized periodically either in earnings or in stockholders’ equity, as a component of other comprehensive income, depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or a cash flow hedge. Gains and losses on derivatives designated as cash flow hedges, to the extent they are effective, are recorded in other comprehensive income, and subsequently reclassified to earnings to offset the impact of the hedged items when they occur. The net interest paid or received on interest rate swaps is recognized as interest expense. 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. F- 15 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. At December 31, 2023 there were 11.056 million shares available for future grants. 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, 2023 , 13.784 million shares of common stock were reserved for ESPP issuances. During 2023, 2022 and 2021 , the Company recognized $ 17 million, $ 16 million and $ 15 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 (“Performance SARs” and “PSUs”). PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance of less than 90% of target) 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. 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. 2023 2022 2021 Risk-free interest rate 3.69 % 1.64 % 0.68 % Expected volatility 36 % 34 % 36 % Expected life, in years 5.14 5.11 6.17 Expected dividend yield 0.95 % 0.95 % 1.10 % 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 Time SAR and Performance SAR activity during 2023, 2022 and 2021 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, 2020 7,836 819 8,655 $ 91.53 Granted 877 — 877 174.98 Exercised ( 2,443 ) ( 533 ) ( 2,976 ) 67.57 Cancelled ( 108 ) — ( 108 ) 138.32 SARs outstanding, December 31, 2021 6,162 286 6,448 113.15 Granted 570 — 570 236.00 Exercised ( 660 ) ( 159 ) ( 819 ) 90.84 Cancelled ( 112 ) — ( 112 ) 182.87 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 5.5 years $ 667 SARs exercisable, December 31, 2023 3,748 44 3,792 $ 118.67 4.5 years $ 576 The weighted average fair values of SARs granted during 2023, 2022 and 2021 were $ 87.47 , $ 69.55 and $ 54.57 per share, respectively. The intrinsic values of SARs exercised during 2023, 2022 and 2021 were $ 207 million, $ 115 million and $ 404 million, respectively. As of December 31, 2023 , the unrecognized compensation cost related to nonvested SARs was $ 46 million. Information regarding RSU and PSU activity during 2023, 2022 and 2021 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, 2020 2,476 2,592 5,068 $ 125.40 Granted 899 689 1,588 174.34 Performance adjustment — 684 684 102.02 Vested ( 992 ) ( 1,772 ) ( 2,764 ) 106.62 Cancelled ( 192 ) ( 110 ) ( 302 ) 149.07 RSUs and PSUs outstanding, December 31, 2021 2,191 2,083 4,274 150.32 Granted 611 455 1,066 235.71 Performance adjustment — 699 699 138.45 Vested ( 878 ) ( 1,399 ) ( 2,277 ) 138.41 Cancelled ( 140 ) ( 123 ) ( 263 ) 183.86 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 F- 17 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 2 — SHARE-BASED COMPENSATION (continued) SAR, RSU and PSU Activity (continued) The fair values of RSUs and PSUs that vested during 2023, 2022 and 2021 were $ 550 million, $ 550 million and $ 475 million, respectively. As of December 31, 2023 , the unrecognized compensation cost related to RSUs and PSUs was $ 274 million. NOTE 3 — ACQUISITIONS AND DISPOSITIONS During 2023 , we paid $ 229 million to acquire four hospital facilities in Texas and $ 406 million to acquire nonhospital health care entities. During 2022 , we paid $ 224 million to acquire nonhospital health care entities (noncontrolling interests of $ 72 million were recorded). During 2021 , we paid $ 67 million to acquire two hospital facilities, one in southern Georgia and one in Tennessee, $ 594 million to acquire a network of urgent care centers in Florida and $ 114 million to acquire other nonhospital health care entities (noncontrolling interests of $ 117 million were recorded). We also paid $ 330 million and assumed certain liabilities to acquire an 80 % interest (noncontrolling interests of $ 100 million were recorded) in a venture providing post-acute care services (home health and hospice). 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 $ 362 million, $ 262 million and $ 1.002 billion in 2023, 2022 and 2021, 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 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. During 2022, we received proceeds of $ 326 million and recognized a pretax gain of $ 274 million ($ 200 million after tax ) related to sales of real estate and other health care entity investments. We also received proceeds of $ 911 million and recognized a pretax gain of $ 1.027 billion ($ 527 million after tax and amounts attributable to noncontrolling interests) related to the sale of a controlling interest in a subsidiary of our group purchasing organization. During 2021, we received proceeds of $ 1.502 billion and recognized a pretax gain of $ 1.226 billion ($ 920 million after tax ) related to the sales of five hospital facilities in Georgia, comprised of three facilities from our northern Georgia market and two facilities from our southern Georgia market. We also received proceeds of $ 658 million and recognized a pretax gain of $ 394 million ($ 294 million after tax ) related to sales of other health care entity investments and real estate. NOTE 4 — INCOME TAXES The provision for income taxes consists of the following (dollars in millions): 2023 2022 2021 Current: Federal $ 1,118 $ 1,222 $ 1,769 State 213 206 311 Foreign 3 18 15 Deferred: Federal 241 261 24 State 21 27 ( 18 ) Foreign 19 12 11 $ 1,615 $ 1,746 $ 2,112 Our provision for income taxes for the years ended December 31, 2023, 2022 and 2021 included tax benefits of $ 93 million, $ 77 million and $ 119 million, respectively, related to the settlement of employee equity awards. Our foreign pretax income was $ 85 million, $ 66 million and $ 64 million for the years ended December 31, 2023, 2022 and 2021, respectively. 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: 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.6 2.3 2.0 Change in liability for uncertain tax positions 0.4 0.7 0.7 Tax benefit from settlements of employee equity awards ( 1.2 ) ( 0.9 ) ( 1.2 ) Other items, net 0.8 0.5 0.8 Effective income tax rate on income attributable to HCA Healthcare, Inc. 23.6 23.6 23.3 Income attributable to noncontrolling interests from consolidated partnerships ( 2.6 ) ( 3.3 ) ( 1.8 ) Effective income tax rate on income before income taxes 21.0 % 20.3 % 21.5 % A summary of the items comprising our deferred tax assets and liabilities at December 31 follows (dollars in millions): 2023 2022 Assets Liabilities Assets Liabilities Depreciation and fixed asset basis differences $ — $ 1,048 $ — $ 938 Allowances for professional liability and other risks 452 — 430 — Accounts receivable 363 — 368 — Compensation 308 — 402 — Right-of-use lease assets and obligations 506 492 451 438 Other 592 860 536 698 $ 2,221 $ 2,400 $ 2,187 $ 2,074 At December 31, 2023 , federal and state net operating loss carryforwards (expiring in years 2024 through 2042 ) available to offset future taxable income approximated $ 28 million and $ 189 million, respectively. Utilization of net operating loss carryforwards in any one year may be limited. The following table summarizes the activity related to our gross unrecognized tax benefits, excluding accrued interest of $ 177 million and $ 129 million as of December 31, 2023 and 2022, respectively (dollars in millions): 2023 2022 Balance at January 1 $ 639 $ 576 Additions based on tax positions related to the current year 30 25 Additions for tax positions of prior years 4 50 Reductions for tax positions of prior years ( 10 ) ( 4 ) Settlements — ( 1 ) Lapse of applicable statutes of limitations ( 24 ) ( 7 ) Balance at December 31 $ 639 $ 639 Unrecognized tax benefits of $ 320 million as of December 31, 2023 ($ 278 million as of December 31, 2022) would affect the effective rate, if recognized. At December 31, 2023 , the Internal Revenue Service (“IRS”) was conducting examinations of the Company’s 2016, 2017 and 2018 federal income tax returns and the 2019 returns of certain affiliates. We are also subject to examination by the IRS for tax years after 2019 as well as by state and foreign taxing authorities. Depending on the resolution of any federal, state and foreign tax disputes, the completion of examinations by federal, state or foreign taxing authorities, or the expiration of statutes of limitation for specific taxing jurisdictions, we believe it is reasonably possible that our liability for unrecognized tax benefits may significantly increase or decrease within the next 12 months. However, we are currently unable to estimate the range of any possible change. F- 19 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 2023, 2022 and 2021, we repurchased 14.465 million shares, 30.747 million shares and 37.812 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, 2023, 2022 and 2021 (dollars and shares in millions, except per share amounts): 2023 2022 2021 Net income attributable to HCA Healthcare, Inc. $ 5,242 $ 5,643 $ 6,956 Weighted average common shares outstanding 272.404 290.348 323.315 Effect of dilutive incremental shares 4.008 4.318 5.437 Shares used for diluted earnings per share 276.412 294.666 328.752 Earnings per share: Basic earnings per share $ 19.25 $ 19.43 $ 21.52 Diluted earnings per share $ 18.97 $ 19.15 $ 21.16 NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES A summary of the insurance subsidiaries’ investments at December 31 follows (dollars in millions): 2023 Unrealized Amounts Amortized Cost Gains Losses Fair Value Debt securities $ 404 $ 1 $ ( 29 ) $ 376 Money market funds and other 188 — — 188 $ 592 $ 1 $ ( 29 ) 564 Amounts classified as current assets ( 87 ) Investment carrying value $ 477 2022 Unrealized Amounts Amortized Cost Gains Losses Fair Value Debt securities $ 415 $ — $ ( 38 ) $ 377 Money market funds and other 96 — — 96 $ 511 $ — $ ( 38 ) 473 Amounts classified as current assets ( 92 ) Investment carrying value $ 381 At December 31, 2023 and 2022, 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). F- 20 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued) Scheduled maturities of investments in debt securities at December 31, 2023 were as follows (dollars in millions): Amortized Cost Fair Value Due in one year or less $ 12 $ 12 Due after one year through five years 150 144 Due after five years through ten years 165 148 Due after ten years 77 72 $ 404 $ 376 The average expected maturity of the investments in debt securities at December 31, 2023 was 5.1 years, compared to the average scheduled maturity of 8.8 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. 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, 2023 and 2022, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions): 2023 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 $ 376 $ — $ 376 $ — Money market funds and other 188 188 — — Investments of insurance subsidiaries 564 188 376 — Less amounts classified as current assets ( 87 ) ( 87 ) — — $ 477 $ 101 $ 376 $ — F- 21 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued) 2022 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 $ 377 $ — $ 377 $ — Money market funds and other 96 96 — — Investments of insurance subsidiaries 473 96 377 — Less amounts classified as current assets ( 92 ) ( 92 ) — — $ 381 $ 4 $ 377 $ — The estimated fair value of our long-term debt was $ 38.253 billion and $ 35.555 billion at December 31, 2023 and 2022 , respectively, compared to carrying amounts, gross of debt issuance costs and discounts, aggregating $ 39.926 billion and $ 38.385 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 — LONG-TERM DEBT A summary of long-term debt at December 31, including related interest rates at December 31, 2023, follows (dollars in millions): 2023 2022 Senior secured asset-based revolving credit facility (effective interest rate of 6.7 %) $ 1,880 $ 2,900 Senior secured revolving credit facility — — Senior secured term loan facilities (effective interest rate of 6.8 %) 1,313 1,880 Other senior secured debt (effective interest rate of 4.1 %) 967 953 Senior secured debt 4,160 5,733 Senior unsecured notes (effective interest rate of 5.0 %) 35,766 32,652 Debt issuance costs and discounts ( 333 ) ( 301 ) Total debt (average life of 9.4 years, rates averaging 5.1 %) 39,593 38,084 Less amounts due within one year 2,424 370 $ 37,169 $ 37,714 During 2023, the availability under our senior secured revolving credit facility was increased by $ 1.500 billion to total $ 3.500 billion, the senior secured term loan B facility was fully retired and certain administrative updates were made to our credit agreements. We also issued $ 3.250 billion aggregate principal amount of senior notes comprised of (i) $ 1.000 billion aggregate principal amount of 5.200 % senior notes due 2028, (ii) $ 1.250 billion aggregate principal amount of 5.500 % senior notes due 2033 and (iii) $ 1.000 billion aggregate principal amount of 5.900 % senior notes due 2053 . We used the net proceeds to repay borrowings under our asset-based revolving credit facility. Senior Secured Credit Facilities And Other Senior Secured Debt We have entered into the following senior secured credit facilities: (i) a $ 4.500 billion asset-based revolving credit facility maturing on June 30, 2026 with a borrowing base of 85 % of eligible accounts receivable, subject to customary reserves and eligibility criteria ($ 1.880 billion outstanding at December 31, 2023 ) (the “ABL credit facility”); (ii) a $ 3.500 billion senior secured revolving credit facility maturing on June 30, 2026 ( no ne outstanding at December 31, 2023 without giving effect to certain outstanding letters of credit); and (iii) a $ 1.313 billion senior secured term loan facility maturing on June 30, 2026 . We refer to the facilities described under (ii) and (iii) above, collectively, as the “cash flow credit facility” and, together with the ABL credit facility, the “senior secured credit facilities.” Finance leases and other secured debt totaled $ 967 million at December 31, 2023. F- 22 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 8 — LONG-TERM DEBT (continued) Borrowings under the senior secured credit facilities bear interest at a rate equal to, at our option, either (a) a base rate determined by reference to the higher of (1) the federal funds rate plus 0.50 % or (2) the prime rate of Bank of America or (b) a reference rate (the Secured Overnight Financing Rate (SOFR)) for the relevant interest period, plus, in each case, an applicable margin. The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to attaining certain leverage ratios. The senior secured credit facilities contain a number of covenants that restrict, subject to certain exceptions, our (and some or all of our subsidiaries’) ability to incur additional indebtedness, repay subordinated indebtedness, create liens on assets, sell assets, make investments, loans or advances, engage in certain transactions with affiliates, pay dividends and distributions, and enter into sale and leaseback transactions. In addition, we are required to satisfy and maintain a maximum total leverage ratio covenant under the cash flow credit facility and, in certain situations under the ABL credit facility, a minimum interest coverage ratio covenant. Senior Unsecured Notes Senior unsecured notes consist of (i) $ 35.041 billion aggregate principal amount of senior notes with maturities ranging from 2024 to 2053 ; (ii) an aggregate principal amount of $ 125 million medium-term notes maturing 2025; and (iii) an aggregate principal amount of $ 600 million debentures with maturities ranging from 2024 to 2095 . General Debt Information The senior secured credit facilities are fully and unconditionally guaranteed by substantially all existing and future, direct and indirect, 100% owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture (the “1993 Indenture”) dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our ABL credit facility). All obligations under the ABL credit facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the receivables of the borrowers and each guarantor under such ABL credit facility (the “Receivables Collateral”). All obligations under the cash flow credit facility and the guarantees of such obligations are secured, subject to permitted liens and other exceptions, by: • a first-priority lien on the capital stock owned by HCA Inc., or by any guarantor, in each of their respective first-tier subsidiaries; • a first-priority lien on substantially all present and future assets of HCA Inc. and of each guarantor other than (i) “Principal Properties” (as defined in the 1993 Indenture), (ii) certain other real properties and (iii) deposit accounts, other bank or securities accounts, cash, leaseholds, motor-vehicles and certain other exceptions; and • a second-priority lien on certain of the Receivables Collateral. Maturities of long-term debt in years 2025 through 2028 are $ 4.672 billion, $ 5.350 billion, $ 2.408 billion and $ 2.545 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. F- 23 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 9 — LEASES (continued) The following table presents our lease-related assets and liabilities at December 31, 2023 and 2022 (dollars in millions): Balance Sheet Classification 2023 2022 Assets: Operating leases Right-of-use operating lease assets $ 2,207 $ 2,065 Finance leases Property and equipment 556 587 Total lease assets $ 2,763 $ 2,652 Liabilities: Current: Operating leases Other accrued expenses $ 363 $ 364 Finance leases Long-term debt due within one year 166 131 Noncurrent: Operating leases Right-of-use operating lease obligations 1,903 1,752 Finance leases Long-term debt 541 579 Total lease liabilities $ 2,973 $ 2,826 Weighted-average remaining term: Operating leases 11.8 years 10.1 years Finance leases 9.0 years 9.5 years Weighted-average discount rate: Operating leases 4.9 % 4.4 % Finance leases 4.9 % 4.5 % The following table presents certain information related to expenses for finance and operating leases for the years ended December 31, 2023, 2022 and 2021 (dollars in millions): 2023 2022 2021 Finance lease expense: Depreciation and amortization $ 164 $ 163 $ 135 Interest 31 29 29 Operating leases(1) 495 484 478 Short-term lease expense(1) 337 329 354 Variable lease expense(1) 162 163 157 $ 1,189 $ 1,168 $ 1,153 (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, 2023, 2022 and 2021 (dollars in millions): 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 479 $ 473 $ 474 Operating cash flows for finance leases 31 29 29 Financing cash flows for finance leases 140 124 123 F- 24 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 9 — LEASES (continued) 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, 2023 and 2022 (dollars in millions): 2023 2022 Operating Leases Finance Leases Operating Leases Finance Leases Year 1 $ 452 $ 193 $ 436 $ 156 Year 2 394 155 380 164 Year 3 340 115 320 125 Year 4 288 60 269 89 Year 5 228 45 222 39 Thereafter 1,540 356 1,122 359 Total minimum lease payments 3,242 924 2,749 932 Less: amount of lease payments representing interest ( 976 ) ( 217 ) ( 633 ) ( 222 ) Present value of future minimum lease payments 2,266 707 2,116 710 Less: current lease obligations ( 363 ) ( 166 ) ( 364 ) ( 131 ) Long-term lease obligations $ 1,903 $ 541 $ 1,752 $ 579 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. Government Investigations, Claims and Litigation Health care companies are subject to numerous investigations by various governmental agencies. Under the federal False Claims Act (“FCA”), private parties have the right to bring qui tam , or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. Certain of our individual facilities have received, and from time to time, other facilities may receive, government inquiries from, and may be subject to investigation by, federal and state agencies. Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material, adverse effect on our results of operations, financial position or liquidity. Texas operates a state Medicaid program pursuant to a waiver from the Centers for Medicare & Medicaid Services under Section 1115 of the Social Security Act (“Program”). The Program includes uncompensated-care pools; payments from these pools are intended to defray the uncompensated costs of services provided by our and other hospitals to Medicaid eligible or uninsured individuals. Separately, we and other hospitals provide charity care services in several communities in the state. In 2018, the Civil Division of the U.S. Department of Justice and the U.S. Attorney’s Office for the Southern District of Texas requested information about whether the Program, as operated in Harris County, complied with the laws and regulations applicable to provider related donations, and the Company cooperated with that request. On May 21, 2019, a qui tam lawsuit asserting violations of the FCA and the Texas Medicaid Fraud Prevention Act related to the Program, as operated in Harris County, was unsealed by the U.S. District Court for the Southern District of Texas. Both the federal and state governments declined to intervene in the qui tam lawsuit. The Company believes that our participation is and has been consistent with the requirements of the Program and is vigorously defending against the lawsuit being pursued by the relator. We cannot predict what effect, if any, the qui tam lawsuit could have on the Company. F- 25 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. Share Repurchase Transactions During January 2024, January 2023, January 2022, February 2021, January 2020 and January 2019, our Board of Directors authorized share repurchase programs for up to $ 6 billion, $ 3 billion, $ 8 billion, $ 6 billion, $ 2 billion and $ 2 billion, respectively, of the Company’s outstanding common stock. 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. At December 31, 2023 , we had $ 775 million of repurchase authorization available under the January 2023 authorization. During 2022, we repurchased 30.747 million shares of our common stock at an average price of $ 227.67 per share through market purchases pursuant to the February 2021 authorization (which was completed during 2022) and the January 2022 authorization. During 2021, we repurchased 37.812 million shares of our common stock at an average price of $ 217.25 per share through market purchases pursuant to the January 2019 and January 2020 authorizations (which were completed during 2021) and the February 2021 authorization. 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 $ 659 million for 2023 , $ 606 million for 2022 and $ 560 million for 2021. 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. Amounts recognized under this plan was $ 40 million expense for 2023 , a $ 27 million credit for 2022 and $ 38 million expense for 2021 . Accrued benefits liabilities under this plan totaled $ 227 million at December 31, 2023 and $ 210 million at December 31, 2022. 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 $ 10 million for 2023 , $ 22 million for 2022 and $ 22 million for 2021 . Accrued benefits liabilities under this plan totaled $ 106 million at December 31, 2023 and $ 137 million at December 31, 2022. We maintain defined benefit pension plans which resulted from certain hospital acquisitions in prior years. Amounts recognized under these plans was $ 2 million expense for 2023 , $ 11 million credit for 2022 , and $ 4 million expense for 2021 . Accrued benefits under these plans totaled $ 43 million of assets at December 31, 2023 and $ 9 million of assets at December 31, 2022 . F- 26 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION We operate in one line of business, which is operating hospitals and related health care entities. Effective January 1, 2023, we reorganized our operations into three geographically organized groups: the National, American and Atlantic Groups with retrospective presentation for all periods presented. At December 31, 2023, the National Group included 57 hospitals located in Alaska, California, Idaho, Indiana, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia, the American Group included 60 hospitals located in Colorado, Central Kansas, Louisiana and Texas, and the Atlantic Group included 62 hospitals located in Florida, Georgia, Northern Kansas, Missouri and South Carolina. The seven hospitals we operate in England are included in the Corporate and other group. 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, equity in earnings of affiliates, adjusted segment EBITDA, depreciation and amortization, assets and goodwill and other intangible assets are summarized in the following table (dollars in millions) and represent the operating segments under the January 1, 2023 reorganized segment structure: For the Year Ended December 31, 2023 2022 2021 Revenues: National Group $ 18,105 $ 16,767 $ 16,329 Atlantic Group 21,167 19,324 19,098 American Group 22,318 20,858 19,636 Corporate and other 3,378 3,284 3,689 $ 64,968 $ 60,233 $ 58,752 Equity in losses (earnings) of affiliates: National Group $ ( 2 ) $ ( 1 ) $ ( 33 ) Atlantic Group ( 3 ) ( 3 ) ( 2 ) American Group ( 59 ) ( 43 ) ( 50 ) Corporate and other 42 2 ( 28 ) $ ( 22 ) $ ( 45 ) $ ( 113 ) Adjusted segment EBITDA: National Group $ 4,000 $ 3,616 $ 4,202 Atlantic Group 4,492 3,881 4,218 American Group 5,208 5,102 4,836 Corporate and other ( 974 ) ( 532 ) ( 612 ) $ 12,726 $ 12,067 $ 12,644 Depreciation and amortization: National Group $ 834 $ 801 $ 754 Atlantic Group 989 921 848 American Group 971 937 897 Corporate and other 283 310 354 $ 3,077 $ 2,969 $ 2,853 F- 27 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued) For the Year Ended December 31, 2023 2022 2021 Adjusted segment EBITDA $ 12,726 $ 12,067 $ 12,644 Depreciation and amortization 3,077 2,969 2,853 Interest expense 1,938 1,741 1,566 Losses (gains) on sales of facilities 5 ( 1,301 ) ( 1,620 ) Losses on retirement of debt — 78 12 Income before income taxes $ 7,706 $ 8,580 $ 9,833 December 31, 2023 2022 2021 Assets: National Group $ 12,487 $ 11,793 $ 11,236 Atlantic Group 16,098 15,092 13,944 American Group 19,786 17,934 17,224 Corporate and other 7,840 7,619 8,338 $ 56,211 $ 52,438 $ 50,742 National Group Atlantic Group American Group Corporate and Other Total Goodwill and other intangible assets: Balance at December 31, 2020 $ 1,089 $ 1,375 $ 4,996 $ 1,118 $ 8,578 Acquisitions 126 610 66 260 1,062 Foreign currency translation, amortization and other ( 3 ) ( 15 ) — ( 82 ) ( 100 ) Balance at December 31, 2021 1,212 1,970 5,062 1,296 9,540 Acquisitions 75 90 90 7 262 Foreign currency translation, amortization and other ( 43 ) ( 3 ) — ( 103 ) ( 149 ) 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 F- 28 HCA HEALTHCARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 14 — OTHER COMPREHENSIVE LOSS 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 Change in Fair Value of Derivative Instruments Total Balances at December 31, 2020 $ 25 $ ( 271 ) $ ( 220 ) $ ( 36 ) $ ( 502 ) Unrealized losses on available-for-sale securities, net of $ 3 income tax benefit ( 13 ) ( 13 ) Foreign currency translation adjustments, net of $ 2 income tax benefit ( 7 ) ( 7 ) Defined benefit plans, net of $ 20 of income taxes 67 67 Change in fair value of derivative instruments 1 1 Expense reclassified into operations from other comprehensive income, net of $ 7 and $ 8 income tax benefits, respectively 21 29 50 Balances at December 31, 2021 12 ( 278 ) ( 132 ) ( 6 ) ( 404 ) Unrealized losses on available-for-sale securities, net of $ 12 income tax benefit ( 43 ) ( 43 ) Foreign currency translation adjustments, net of $ 16 income tax benefit ( 95 ) ( 95 ) Defined benefit plans, net of $ 11 of income taxes 38 38 Change in fair value of derivative instruments, net of $ 1 of income taxes 5 5 Expense reclassified into operations from other comprehensive income, net of none, $ 2 and $ 1 income tax benefits, respectively 1 7 1 9 Balances at December 31, 2022 ( 30 ) ( 373 ) ( 87 ) — ( 490 ) Unrealized gains on available-for-sale securities, net of $ 2 of income taxes 9 9 Foreign currency translation adjustments, net of $ 7 of 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 no ne of income taxes and $ 1 income tax benefit, respectively ( 1 ) 2 1 Balances at December 31, 2023 $ ( 22 ) $ ( 339 ) $ ( 64 ) $ — $ ( 425 ) NOTE 15 — ACCRUED EXPENSES A summary of other accrued expenses at December 31 follows (dollars in millions): 2023 2022 Professional liability risks $ 532 $ 515 Defined contribution benefit plans 668 612 Right-of-use operating leases 363 364 Taxes other than income 382 371 Interest 414 402 Employee medical benefits 199 182 Other 1,313 1,135 $ 3,871 $ 3,581 F- 29