3 unchanged sentences
six behavioral hospitals;
−Removed: and two rehabilitation hospitals.
−Removed: In addition, we operated 124 freestanding surgery centers and 24 freestanding endoscopy centers.
+Added: and four rehabilitation hospitals.
+Added: In addition, we operated 124 freestanding ambulatory surgery centers ("ASCs") and 26 freestanding endoscopy centers.
Our facilities are located in 20 states and England.
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Our general, acute care hospitals typically provide a full range of services to accommodate such medical specialties as internal medicine, general surgery, cardiology, oncology, neurosurgery, orthopedics and obstetrics, as well as diagnostic and emergency services.
−Removed: Outpatient and ancillary health care services are provided by our general, acute care hospitals, freestanding surgery centers, freestanding emergency care facilities, urgent care facilities, walk-in clinics, diagnostic centers and rehabilitation facilities.
+Added: Outpatient and ancillary health care services are provided by our general, acute care hospitals, ASCs, freestanding emergency care facilities, urgent care facilities, walk-in clinics, physician practices, diagnostic centers, home health agencies, hospices and rehabilitation facilities and various other facilities.
Our behavioral hospitals provide a full range of mental health care services through inpatient, partial hospitalization and outpatient settings.
11 unchanged sentences
The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report.
−Removed: Our Code of Conduct is available free of charge upon request to our Investor Relations Department, HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee 37203, and is also available on the Ethics and Compliance and Corporate Governance portion of our website at www.hcahealthcare.com.
+Added: Our Code of Conduct is available free of charge upon request to our Investor Relations Department, HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee 37203, and is also available on the Ethics and Compliance and Governance Documents portion of our website at www.hcahealthcare.com.
Business Strategy
1 unchanged sentence
We strive to be the health care system of choice in the communities we serve by developing comprehensive networks locally and supporting these networks with enterprise expertise and economies of scale.
−Removed: Our strategy is organized around a framework that seeks to drive sustained growth by delivering operational excellence, attracting exceptional physicians and other health care professionals, developing comprehensive services;
−Removed: creating greater access, and coordinating higher quality care for patients.
+Added: Our strategy is organized around a framework that seeks to drive sustained growth by delivering operational excellence, attracting exceptional physicians and other health care professionals, developing comprehensive services, creating greater access and coordinating higher quality care for patients.
To achieve these objectives, we align our efforts around the following growth agenda:
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Health Care Facilities
−Removed: We currently own, manage or operate hospitals, freestanding surgery centers, freestanding emergency care facilities, urgent care facilities, walk-in clinics, diagnostic and imaging centers, radiation and oncology therapy centers, comprehensive rehabilitation and physical therapy centers, physician practices, home health, hospice, outpatient physical therapy home and community-based services providers, and various other facilities.
+Added: We currently own, manage or operate hospitals, ASCs, freestanding emergency care facilities, urgent care facilities, walk-in clinics, diagnostic and imaging centers, radiation and oncology therapy centers, comprehensive rehabilitation and physical therapy centers, physician practices, home health agencies, hospices, outpatient physical therapy providers, home and community-based services providers, and various other facilities.
At December 31, 2024, we owned and operated 180 general, acute care hospitals with 49,114 licensed beds.
4 unchanged sentences
Our behavioral hospitals provide therapeutic programs, including child, adolescent and adult psychiatric care and adolescent and adult alcohol and drug abuse treatment and counseling.
−Removed: We also operate outpatient health care facilities, which include freestanding ambulatory surgery centers (“ASCs”), freestanding emergency care facilities, urgent care facilities, walk-in clinics, diagnostic and imaging centers, comprehensive rehabilitation and physical therapy centers, radiation and oncology therapy centers, physician practices and various other facilities.
+Added: We also operate outpatient health care facilities, which include ASCs, freestanding emergency care facilities, urgent care facilities, walk-in clinics, diagnostic and imaging centers, comprehensive rehabilitation and physical therapy centers, radiation and oncology therapy centers, physician practices and various other facilities.
These outpatient services are an integral component of our strategy to develop comprehensive health care networks in select communities.
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• Our performance depends on our ability to recruit and retain quality physicians.
−Removed: • We may be unable to attract, hire and retain a highly qualified and diverse workforce, including key management.
+Added: • We may be unable to attract, hire and retain a highly qualified workforce, including key management.
Risks related to technology, data privacy and cybersecurity:
−Removed: • Cybersecurity incidents or other forms of data breaches could result in the compromise of our facilities, confidential data or critical data systems.
+Added: • Cybersecurity incidents or other forms of data breaches could result in the compromise of our facilities, confidential data or critical data systems, causing our operations to be impaired or impacted.
A cybersecurity incident or other form of data breach could also give rise to potential harm to patients;
remediation and other expenses;
−Removed: and exposure to liability under Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), consumer protection laws, common law theories or other laws.
+Added: and exposure to liability under privacy and security laws, consumer protection laws, common law theories or other laws.
Such incidents could subject us to litigation and foreign, federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business.
• Our operations could be impaired by a failure of our information systems.
−Removed: • Health care technology initiatives, particularly those related to sharing patient data and interoperability, may adversely affect our operations.
+Added: • Health care technology initiatives, particularly those related to sharing patient data and interoperability and artificial intelligence (“AI”), involve risks that may adversely affect our operations.
• We may not be adequately reimbursed by third-party payers for services involving new technology.
Risks related to public health crises:
−Removed: • COVID-19 has affected, and may continue to affect, our operations.
−Removed: In addition, the emergence and effects related to a potential future pandemic, epidemic or outbreak of an infectious disease could adversely affect our business and operations.
+Added: • The emergence and effects related to a potential future pandemic, epidemic or outbreak of an infectious disease could adversely affect our business and operations.
Risks related to governmental regulation and other legal matters:
−Removed: • Our business and results of operations may be adversely affected by health care reform efforts.
−Removed: We are unable to predict whether, what, and when additional health reform measures will be adopted or implemented, and the effects and ultimate impact of any such measures are uncertain and may adversely affect our business and results of operations.
−Removed: • Changes in government health care programs may adversely affect our revenues.
+Added: • Our business, financial condition and results of operations may be adversely affected by changes and uncertainty in the health care industry, including health care public policy developments and other changes to laws and regulations.
+Added: We are unable to predict whether, what, and when changes in the health care industry may occur, and the effects and ultimate impact of any changes are uncertain and may adversely affect our business and results of operations.
+Added: • Changes in government health care programs may adversely affect our revenues and business.
• If we fail to comply with extensive laws and government regulations, we could suffer penalties or be required to make significant changes to our operations.
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• Our facilities are heavily concentrated in Florida and Texas, which makes us sensitive to regulatory, economic, public health, environmental and competitive conditions and changes in those states.
−Removed: • Our business and operations are subject to risks related to climate change.
−Removed: • We may be adversely affected if we are not able to achieve our environmental, social and governance (“ESG”) objectives or otherwise meet the expectations of our stakeholders with respect to ESG matters.
+Added: • Our business and operations are subject to risks related to changing global weather patterns.
• The industry trend toward value-based purchasing may negatively impact our revenues.
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Sources of Revenue
−Removed: Hospital revenues depend upon inpatient occupancy levels, the medical and ancillary services ordered by physicians and provided to patients, the volume of outpatient procedures and the charges or payment rates for such services.
+Added: Hospital revenues depend upon inpatient occupancy levels, the medical and ancillary services ordered by physicians and provided to patients, the volume of outpatient procedures and the charges or reimbursement rates for such services.
Reimbursement rates for inpatient and outpatient services vary significantly depending on the type of third-party payer, the type of service (e.g., medical/surgical, intensive care or psychiatric) and the geographic location of the hospital.
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International (managed care and other insurers)
−Removed: Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over, some disabled persons, persons with end-stage renal disease and persons with Lou Gehrig’s Disease.
+Added: Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over, some disabled persons, persons with end-stage renal disease and persons with amyotrophic lateral sclerosis.
Medicaid is a federal-state program, administered by the states, that provides hospital and medical benefits to qualifying low-income individuals.
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We provide discounts to uninsured patients who do not qualify for Medicaid or for financial relief under our charity care policy.
−Removed: 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 under our charity care policy.
+Added: We may provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance or charity care under our charity care policy.
If an uninsured patient does not qualify for these programs, the uninsured discount is applied.
−Removed: In addition to the reimbursement reductions and adjustments discussed below, the Budget Control Act of 2011 (the “BCA”) requires automatic spending reductions to reduce the federal deficit, resulting in a uniform percentage reduction across all Medicare programs of 2% per fiscal year that extends through the first seven months of federal fiscal year 2032.
−Removed: In addition, the American Rescue Plan Act of 2021 (“ARPA”) increased the federal budget deficit in a manner that triggers an additional sequestration mandated under the Pay-As-You-Go Act of 2010.
−Removed: As a result, a further payment reduction of up to 4% was required to take effect in January 2022.
−Removed: However, Congress has delayed implementation of this payment reduction until 2025.
+Added: In addition to the reimbursement reductions and adjustments discussed below, the Budget Control Act of 2011 (the “BCA”) requires automatic spending reductions to reduce the federal deficit, resulting in a uniform percentage reduction across all Medicare programs of 2% per fiscal year that extends through the first eight months of federal fiscal year 2032.
We anticipate that the federal deficit will continue to place pressure on government health care programs, and it is possible that future deficit reduction legislation will impose additional spending reductions.
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When the cost to treat certain patients falls well outside the normal distribution, providers typically receive additional “outlier” payments.
−Removed: These payments are financed by offsetting reductions in the
−Removed: inpatient PPS rates.
+Added: These payments are financed by offsetting reductions in the inpatient PPS rates.
A high-cost outlier threshold is set annually at a level that targets estimated outlier payments equaling 5.1% of total inpatient PPS payments for the federal fiscal year.
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For federal fiscal year 2024, the Centers for Medicare & Medicaid Services (“CMS”) increased the MS-DRG payment rates by approximately 3.1%.
−Removed: This increase reflected a market basket update of 4.1%, reduced by a 0.3 percentage point productivity adjustment and increased by 0.5 percentage points as required by the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”).
+Added: This increase reflected a market basket update of 3.3%, reduced by a 0.2 percentage point productivity adjustment.
For federal fiscal year 2025, CMS increased the MS-DRG payment rates by approximately 2.9%.
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In addition, under transfer policies, Medicare reimbursement rates may be reduced when an inpatient hospital discharges a patient to another hospital or, for specified MS-DRGs, to certain post-acute care settings.
+Added: We anticipate that additional adjustments may apply in future payment years as a result of 2024 court decisions that vacated a low wage index policy CMS adopted in 2020.
+Added: The policy had funded an increase to the wage index value for hospitals with low wage indexes by decreasing reimbursement for all other hospitals.
+Added: CMS addressed the impact of the decision prospectively in its final rule updating inpatient hospital payment rates and policies for federal fiscal year 2025, but it is not yet clear how the agency will address the impact the low wage policy had in 2020 through 2024.
CMS has implemented and is implementing a number of programs and requirements intended to transform Medicare from a passive payer to an active purchaser of quality goods and services.
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and person and community engagement.
−Removed: As a result of the national public health emergency declared in response to COVID-19, CMS paused or refined several measures across various hospital quality measurement and value-based purchasing programs.
−Removed: However, as of federal fiscal year 2024, these programs have resumed in their standard form.
CMS reimburses hospital outpatient services (and certain Medicare Part B services furnished to hospital inpatients who have no Part A coverage) on a PPS basis.
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For calendar year 2024, CMS increased payment rates under the outpatient PPS by an estimated 3.1%.
−Removed: This increase reflects a market basket increase of 4.1%, reduced by a 0.3 percentage point productivity adjustment.
+Added: This increase reflected a market basket increase of 3.3%, reduced by a 0.2 percentage point productivity adjustment.
For calendar year 2025, CMS increased payment rates by an estimated 2.9%.
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In light of this U.S.
−Removed: Supreme Court decision and to achieve budget neutrality, CMS implemented a reduction of approximately 3.1% to payment rates for non-drug services under the outpatient PPS for calendar year 2023.
−Removed: HHS also directed that $9 billion be paid to affected 340B hospitals in one-time lump sum payments as the remedy for calendar years 2018 through 2022.
−Removed: In order to comply with budget neutrality requirements, HHS finalized a corresponding offset in future non-drug item and service payments for all outpatient PPS providers (except new providers) that will reduce the outpatient PPS conversion factor by 0.5% annually.
+Added: Supreme Court decision and to achieve budget neutrality, CMS reduced payment rates for non-drug services under the outpatient PPS for calendar year 2023, and lump sum payments were distributed to affected 340B hospitals as the remedy for calendar years 2018 through 2022.
+Added: In order to comply with budget neutrality requirements, the U.S.
+Added: Department of Health and Human Services (“HHS”) finalized a corresponding offset in future non-drug item and service payments for all outpatient PPS providers (except new providers) that will reduce the outpatient PPS conversion factor by 0.5% annually.
This adjustment will start in calendar year 2026 and continue for approximately 16 years.
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For federal fiscal year 2025, CMS increased IRF payment rates by an estimated 3.0%, reflecting an IRF market basket update of 3.5%, reduced by a 0.5 percentage point productivity adjustment.
−Removed: In addition, CMS requires IRFs to report quality measures to avoid receiving a reduction of 2.0 percentage points to the market basket update.
+Added: CMS requires IRFs to report quality measures to avoid receiving a reduction of 2.0 percentage points to the market basket update.
In order to qualify for classification as an IRF, at least 60% of a facility’s inpatients during the most recent 12-month CMS-defined review period must have required intensive rehabilitation services for one or more of 13 specified conditions.
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A facility that fails to meet the 60% threshold, or other criteria to be classified as an IRF, will be paid under either the acute care hospital inpatient or outpatient PPS, which generally provide for lower payment amounts.
−Removed: As of December 31, 2023, we had two rehabilitation hospitals and 73 hospital rehabilitation units.
−Removed: The Improving Medicare Post-Acute Care Transformation Act of 2014 (“IMPACT Act”) required the U.S.
−Removed: Department of Health and Human Services (“HHS”), together with the Medicare Payment Advisory Commission (“MedPAC)”, to consider and propose a unified payment system for post-acute care services provided by IRFs, home health agencies, skilled nursing facilities, and long-term care hospitals.
−Removed: A unified post-acute care payment system would pay post-acute care providers under a single framework according to a patient’s characteristics, rather than based on the post-acute care setting where the patient receives treatment.
−Removed: As required under the statute, CMS issued a report in July 2022 presenting a prototype for a unified post-acute care payment model, and MedPAC issued a report in June 2023 evaluating a prototype design.
−Removed: Although both CMS and MedPAC determined that designing a post-acute care PPS is feasible, MedPAC noted that implementation would require significant policy changes and considerable agency resources and that CMS may consider smaller-scale site-neutral policies to address some of the overlap in patients treated in different settings.
+Added: As of December 31, 2024, we had four rehabilitation hospitals and 71 hospital rehabilitation units.
Inpatient hospital services furnished in behavioral hospitals and behavioral units of general, acute care hospitals and critical access hospitals are reimbursed on a PPS basis.
3 unchanged sentences
Each federal fiscal year, IPF payment rates are updated using a market basket index, which is reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.
−Removed: For federal fiscal year 2023, CMS increased IPF payment rates by an estimated 3.8%, reflecting a 4.1% IPF market basket update, reduced by a 0.3 percentage point productivity adjustment.
−Removed: For federal fiscal year 2024, CMS increased IPF payment rates by an estimated 3.3%, which reflects a 3.5% IPF market basket increase with a negative 0.2 percentage point productivity adjustment.
−Removed: Together with other policy changes, total payments to IPFs are anticipated to increase by 2.3% in federal fiscal year 2024.
+Added: For federal fiscal year 2024, CMS increased IPF payment rates by an estimated 3.3%, which reflected a 3.5% IPF market basket increase with a negative 0.2 percentage point productivity adjustment.
+Added: For federal fiscal year 2025, CMS increased the IPF payment rates by 2.8%, which reflects a 3.3% IPF market basket increase, reduced by a 0.5 percentage point productivity adjustment.
+Added: Together with other policy changes, total Medicare payments to IPFs are anticipated to increase by 2.5% in federal fiscal year 2025.
Inpatient psychiatric facilities are required to report quality measures to CMS to avoid receiving a 2.0 percentage point reduction to the market basket update.
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Historically, CMS updated reimbursement rates for ASCs based on changes to the consumer price index.
−Removed: However, for calendar years through 2025, CMS updates to ASC reimbursement rates will be based on the hospital market basket index, partly to promote site-neutrality between hospitals and ASCs.
+Added: However, for calendar years through 2025, CMS updates to ASC reimbursement rates are based on the hospital market basket index, partly to promote site-neutrality between hospitals and ASCs.
For each federal fiscal year, the ASC payment system update is reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.
For calendar year 2024, CMS increased ASC payment rates by 3.1%, which reflected a market basket increase of 3.3%, reduced by a 0.2 percentage point productivity adjustment.
−Removed: For calendar year 2024, CMS increased ASC payment rates by 3.1%, which reflects a market basket increase of 3.3%, reduced by a 0.2 percentage point productivity adjustment.
+Added: For calendar year 2025, CMS increased payment rates by 2.9%, which reflects a market basket increase of 3.4%, reduced by a 0.5 percentage point productivity adjustment.
In addition, CMS has established a quality reporting program for ASCs under which ASCs that fail to report on specified quality measures receive a 2.0 percentage point reduction to the market basket update.
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Each calendar year, home health payment rates are updated using a market basket index, which is reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.
−Removed: For calendar year 2023, CMS increased home health payment rates by 0.7%, based on a home health payment update percentage of 4.0%, which reflected a 4.1% market basket increase, reduced
−Removed: by a 0.1 percentage point productivity adjustment, among other changes.
−Removed: For calendar year 2024, CMS increased home health payment rates by 0.8%, based on a home health payment update percentage of 3.0%, which reflects a 3.3% market basket increase, reduced by a 0.3 percentage point productivity adjustment, among other changes.
+Added: For calendar year 2024, CMS increased home health payment rates by 0.8%, based on a home health payment update percentage of 3.0%, which reflected a 3.3% market basket increase, reduced by a 0.3 percentage point productivity adjustment, among other changes.
+Added: For calendar year 2025, total Medicare payments to home health agencies are anticipated to increase by 0.5%.
+Added: This increase is based on a home health payment update percentage of 2.7%, which reflects a 3.2% market basket increase, reduced by a 0.5 percentage point productivity adjustment, among other adjustments.
Home health agencies that do not submit required quality data are subject to a 2.0 percentage point reduction to the market basket update.
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The program currently applies only to home health agencies in certain states, including North Carolina, Florida and Texas.
−Removed: Providers in these states may initially select from the following claims review and approval processes:
−Removed: pre-claim review, post-payment review or a minimal post-payment review with a 25% payment reduction.
−Removed: Home health agencies that maintain high levels of compliance are eligible for additional, less burdensome options.
−Removed: As noted above, the IMPACT Act required HHS and MedPAC to propose a unified post-acute care payment model by 2023.
−Removed: After evaluating the proposed model, which included home health agencies, MedPAC recommended that CMS instead focus on smaller-scale site-neutral policies to address some of the overlap in patients treated in different settings.
+Added: Providers in these states may select either pre-claim review or post-payment review.
+Added: Home health agencies that maintain high levels of compliance are eligible for additional options that may be less burdensome.
Medicare beneficiaries who have a terminal illness and a life expectancy of six months or less may elect to receive hospice benefits (palliative care) instead of standard coverage of treatment for the terminal illness and related conditions.
2 unchanged sentences
Daily rates are adjusted for factors such as area wage levels.
−Removed: Each federal fiscal year, hospice payment rates are updated using a market basket index, which is reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.
+Added: Each federal fiscal year, hospice payment rates are updated using the hospital inpatient market basket index, which is reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.
For federal fiscal year 2024, CMS increased hospice payment rates by 3.1%, which reflected a 3.3% market basket update, reduced by a 0.2 percentage point productivity adjustment.
2 unchanged sentences
Overall payments made by Medicare to each hospice are subject to an inpatient cap and an aggregate cap.
−Removed: The inpatient cap limits the number of days of inpatient care to no more than 20% of total patient care days.
−Removed: The aggregate cap limits the amount of Medicare reimbursement a hospice may receive, based on the number of Medicare patients served.
+Added: The inpatient cap limits the number of days of inpatient care (general inpatient and respite) for which Medicare will pay up to a maximum of 20% of total patient care days.
+Added: Days in excess of the limitation are paid at the routine home care rate.
+Added: The aggregate cap limits the amount of Medicare reimbursement a hospice may receive for an individual patient in a given year.
The aggregate cap is updated annually.
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For calendar year 2024, CMS reduced the conversion factor by approximately 2.8%.
+Added: Average payment rates under the Physician Fee Schedule will be reduced by approximately 2.9% in calendar year 2025.
Medicare payments are adjusted based on participation in the Quality Payment Program (“QPP”), a payment methodology intended to reward high-quality patient care.
Physicians and certain other health care clinicians are required to participate in one of two QPP tracks.
−Removed: Under both tracks, performance data collected in each performance year will
−Removed: affect Medicare payments two years later.
+Added: Under both tracks, performance data collected in each performance year affects Medicare payments two years later.
CMS expects to transition increasing financial risk to providers as the QPP evolves.
The Advanced Alternative Payment Model (“Advanced APM”) track encourages participation in specific innovative payment models approved by CMS through financial incentives, which are paid two years after the relevant performance period, if a provider has sufficient participation (based on percentage of payments or patients) in an Advanced APM.
−Removed: Providers were able to earn a 3.5% incentive payment for performance year 2023 (to be paid in 2025), the final year for the incentive payments.
−Removed: Beginning in the 2024 performance year, qualifying providers will instead receive a higher Medicare Physician Fee Schedule payment rate (payment year 2026 for performance year 2024).
−Removed: In addition, providers are exempt from the reporting requirements and payment adjustments imposed under the Merit-Based Incentive Payment System (“MIPS”).
−Removed: Alternatively, providers may participate in the MIPS track.
−Removed: Providers electing this option may receive payment incentives or be subject to payment reductions based on their performance with respect to clinical quality, resource use, clinical improvement activities, and meeting Promoting Interoperability standards related to the meaningful use of EHRs.
−Removed: Performance data collected in 2024 will result in payment adjustments of up to 9% in 2026;
−Removed: positive adjustments are subject to a scaling factor to meet budget neutrality requirements.
+Added: The incentive payments were initially set to expire after the 2023 performance year (with associated payments in 2025), but were extended for one year at a lower rate.
+Added: After the 2024 performance year and associated payments in 2026, Advanced APM incentive payments will no longer be available.
+Added: Instead, qualifying providers will receive positive adjustments to their Physician Fee Schedule payment rates.
+Added: Providers participating in the Advanced APM track are exempt from the reporting requirements and payment adjustments imposed under the Merit-Based Incentive Payment System (“MIPS”),
+Added: the other QPP participation track.
+Added: Providers electing the MIPS option receive payment incentives or are subject to payment reductions based on their performance with respect to clinical quality, resource use, clinical improvement activities, and meeting Promoting Interoperability standards related to the meaningful use of EHRs.
+Added: Positive payment adjustments are subject to a scaling factor to meet budget neutrality requirements;
+Added: the maximum negative payment adjustment is 9%.
CMS uses fee schedules to pay for physical, occupational and speech therapies, durable medical equipment, clinical diagnostic laboratory services, nonimplantable orthotics and prosthetics, services provided by independent diagnostic testing facilities and ambulance services.
Under the various PPS structures, the payment rates are adjusted for area differences in wage levels by a factor reflecting the relative wage level in the geographic area compared to the national average wage level and taking into account occupational mix (“wage index”).
−Removed: The redistributive impact of wage index changes is not anticipated to have a material financial impact for 2024.
To smooth variations and decrease volatility, CMS has implemented permanent, budget-neutral caps on year-to-year decreases in the wage indexes under certain PPS structures, including the hospital inpatient PPS and home health PPS.
2 unchanged sentences
Home health and hospice providers are serviced across four MAC jurisdictions.
−Removed: While providers with operations across multiple geographies had the option of having all hospitals use one home office MAC, we chose, in most cases, to use the MACs assigned to the geographic areas in which our hospitals are located.
+Added: While hospitals with operations across multiple geographies have the option of having all hospitals use one home office MAC, we have chosen, in most cases, to use the MACs assigned to the geographic areas in which our hospitals are located.
CMS periodically re-solicits bids, and the MAC servicing a geographic area can change as a result of the bid competition.
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We incur additional costs related to responding to requests and denials, including costs associated with responding to requests for records and pursuing the reversal of payment denials and losses associated with overpayments that are not reversed upon appeal.
−Removed: In recent years, there have been significant delays in the Medicare appeals process.
−Removed: However, HHS has taken steps to streamline the appeals process and has significantly reduced the appeals backlog.
Depending upon changes to and the growth of the RAC program and other Medicare integrity programs, our success in appealing claims in future periods, and potential future delays in the appeals process, our cash flows and results of operations could be negatively impacted.
5 unchanged sentences
Managed Medicare plans can be structured as HMOs, PPOs or private fee-for-service plans.
−Removed: In addition to covering Part A and Part B benefits, the health insurers may choose to offer supplemental benefits and impose higher premiums and plan costs on beneficiaries.
+Added: In addition to covering Part A and Part B benefits, the health insurers may choose to offer supplemental benefits and impose higher premiums and
+Added: plan costs on beneficiaries.
CMS makes fee payment adjustments based on service benchmarks and quality ratings and publishes star ratings to assist beneficiaries with plan selection.
According to CMS data, approximately half of all Medicare enrollees participate in managed Medicare plans.
−Removed: Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans.
+Added: Starting January 1, 2024, managed Medicare plans must adhere to the two-midnight rule, which requires managed Medicare plans provide coverage for an inpatient admission when the admitting physician expects the patient to require hospital care that crosses over two midnights.
+Added: The implementation of the two-midnight rule had a modest impact on our 2024 admissions growth.
+Added: Medicare Advantage enrollment is projected to continue to increase over the next decade.
+Added: Medicaid programs are funded jointly by the federal government and the states.
+Added: These programs are administered by states under approved plans and waivers.
Most state Medicaid program payments are made under a PPS or are based on negotiated payment levels with individual hospitals.
2 unchanged sentences
However, states may opt out of the expansion without losing existing federal Medicaid funding.
−Removed: A number of states, including Texas and Florida, have opted out of the Medicaid expansion.
−Removed: Among these states, the maximum income level required for individuals and families to qualify for Medicaid varies widely.
−Removed: Medicaid enrollment increased as a result of COVID-19 relief legislation that authorized a temporary increase in federal funds for certain Medicaid expenditures in states that maintained continuous Medicaid enrollment, among other requirements.
−Removed: The end of the continuous enrollment requirement in 2023, including the resumption of redeterminations for Medicaid enrollees, has resulted in significant coverage disruptions and dis-enrollments of enrollees.
−Removed: Medicaid enrollment is generally expected to continue to decline through fiscal year 2024 (which ends June 30, 2024, in most states).
−Removed: To increase state compliance with redetermination and reporting requirements and guidelines, CMS published an interim final rule in December 2023 that provides an enforcement framework, including potential monetary penalties for states.
−Removed: Because most states must operate with balanced budgets and because the Medicaid program is often a state’s largest program, many states have adopted or may consider adopting various strategies to reduce their Medicaid expenditures.
−Removed: Outside of the government response to COVID-19, budgetary pressures have, in recent years, resulted and likely will continue to result in decreased spending, or decreased spending growth, for Medicaid programs in many states.
−Removed: Most states in which we operate have adopted broad-based provider taxes to fund the non-federal share of Medicaid programs within the state.
+Added: The majority of states adopted Medicaid expansion;
+Added: however, a number of states, including Texas and Florida, have opted out of the expansion.
+Added: Among the non-expansion states, the maximum income level required for individuals and families to qualify for Medicaid varies.
+Added: The number of individuals enrolled in Medicaid declined in 2024 in comparison to 2023.
+Added: This decline reversed a trend of increased enrollment that occurred as a result of COVID-19 relief legislation that authorized a temporary increase in federal funds for certain Medicaid expenditures in states that maintained continuous Medicaid enrollment, among other requirements.
+Added: The end of the continuous enrollment requirement in 2023, including the resumption of redeterminations for Medicaid enrollees, resulted in significant coverage disruptions and dis-enrollments of Medicaid beneficiaries.
+Added: To increase state compliance with renewal, redetermination and reporting requirements, CMS has issued guidance to states and published an interim final rule establishing an enforcement framework, including potential monetary penalties for states that fail to comply.
+Added: Because most states must operate with balanced budgets and because the Medicaid program is often a state’s largest budget expenditure, many states have adopted or may consider adopting various strategies to reduce their Medicaid expenditures.
+Added: Budgetary pressures have historically resulted and likely will continue to result in decreased spending, or decreased spending growth, for Medicaid programs in many states.
+Added: Most states in which we operate have adopted statewide provider taxes to fund the non-federal share of Medicaid programs within the state.
+Added: Some states that use provider taxes, including Florida and Texas, rely on local provider taxes that are administered by local governments.
Many states have also adopted, or are considering, legislation designed to reduce coverage, enroll Medicaid recipients in managed care programs and/or impose additional taxes on hospitals to help finance or expand the states’ Medicaid systems.
2 unchanged sentences
The funding amount to each hospital for uncompensated care is recalculated annually by the state and subject to changes in state policies.
−Removed: The total uncompensated care funding for the state is also recalculated every five years by CMS and subject to rebasing again effective federal fiscal year 2028.
+Added: The total uncompensated care funding for the state is periodically reassessed by CMS and the state.
In recent years, aspects of existing or proposed Medicaid programs have been subject to legal challenge, resulting in uncertainty.
−Removed: Additionally, federal policies that shape administration of the Medicaid programs at the state level are subject to change, including as a result of changes in the presidential administration.
−Removed: Where states had previously been permitted to condition Medicaid enrollment on work or other community engagement, the approvals of waivers permitting these conditions have been rescinded, and the federal government is also reexamining block grant funding structures.
−Removed: However, a federal court is permitting Georgia to impose work and community engagement requirements under a Medicaid demonstration program that launched in mid-2023.
+Added: Additionally, federal legislation and administrative policies that shape administration of the Medicaid programs at the state level are subject to change, including as a result of changes in the presidential administration.
+Added: For example, a federal court permitted Georgia to impose work and community engagement requirements under a Medicaid demonstration program that launched in mid-2023, and CMS administrators may in the future allow states to impose such conditions on enrollment or permit other eligibility restrictions.
+Added: Changes to the federal funding formula for Medicaid could also have a significant impact on Medicaid programs and enrollment, particularly if federal contributions for Medicaid expansion populations decrease and those states are unable to offset the reductions.
+Added: Further, some states have trigger laws that would end their Medicaid expansion or require other changes if federal funding is reduced.
+Added: These issues are further discussed in Item 1A, “Risk Factors.”
Many state Medicaid programs incorporate value-based purchasing models and related payment and delivery system reform initiatives that incentivize improvements in quality of care and cost-effectiveness.
−Removed: For example, federal funds under the Medicaid program may not be used to reimburse providers for treatment of certain provider-preventable
+Added: For example, federal funds under the Medicaid program may not be used to reimburse providers for treatment of certain provider-preventable conditions.
Each state Medicaid program must deny payments to providers for the treatment of health care-acquired conditions designated by CMS as well as other provider-preventable conditions that may be designated by the state.
Congress has expanded the federal government’s involvement in fighting fraud, waste and abuse in the Medicaid program through the Medicaid Integrity Program.
−Removed: CMS employs UPICs to perform post-payment audits of Medicaid claims, identify overpayments and perform other program integrity activities.
+Added: CMS employs UPICs to perform post-payment audits of Medicaid
+Added: claims, identify overpayments and perform other program integrity activities.
The UPICs collaborate with states and coordinate provider investigations across the Medicare and Medicaid programs.
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However, CMS permits new pass-throughs of supplemental provider payments for up to a three-year period when states are transitioning Medicaid populations or services from a fee-for-service system to a managed care system.
−Removed: Disproportionate Share Hospital and Medicaid State Directed and Supplemental Payments
−Removed: In addition to making payments for services provided directly to beneficiaries, Medicare makes additional payments to hospitals that treat a disproportionately large number of low-income patients (Medicaid and Medicare patients eligible to receive Supplemental Security Income).
−Removed: Disproportionate Share Hospital (“DSH”) payment adjustments are determined annually based on certain statistical information required by HHS and are paid as a percentage addition to MS-DRG payments.
−Removed: The methodology for calculating DSH payment adjustments is affected by shifts in payment policy.
−Removed: For example, in August 2023, CMS finalized changes to the treatment of patient days paid under demonstrations authorized under Section 1115 of the Social Security Act (“Section 1115”) (including through demonstration-authorized uncompensated and undercompensated care pools) in the Medicaid fraction of the DSH payment formula in a manner that will effectively lower DSH payments for many hospitals.
−Removed: These changes could adversely impact our results of operations.
−Removed: CMS also distributes a payment to each DSH hospital that is allocated according to the hospital’s proportion of uncompensated care costs relative to the uncompensated care amount of other DSH hospitals.
+Added: Medicaid State Directed and Supplemental Payments
Some states make additional payments to providers through the Medicaid program that are separate from base payments and not specifically tied to an individual’s care.
−Removed: These supplemental payments may be in the form of Medicaid DSH payments, which are intended to offset hospital uncompensated care costs.
−Removed: The federal government distributes federal Medicaid DSH funds to each state based on a statutory formula.
−Removed: The states then distribute the DSH funding among qualifying hospitals.
−Removed: States have broad discretion to define which hospitals qualify for Medicaid DSH payments and the amount of such payments.
−Removed: The Affordable Care Act and subsequent legislation provided for reductions to the Medicaid DSH hospital program, but Congress has delayed the implementation of these reductions.
−Removed: Under current law, Medicaid DSH payments will be reduced by $8 billion for the period from March 9, 2024, through September 30, 2024, and in each of federal fiscal years 2025 through 2027.
−Removed: Many states have implemented state directed payment (“SDP”) arrangements to direct certain Medicaid managed care plan expenditures.
−Removed: These arrangements, which are subject to approval by CMS, allow states to implement delivery system and provider payment initiatives by requiring Medicaid managed care organizations to pay providers according to specific rates or methods.
+Added: Medicaid supplemental payments may be in the form of payments, such as upper payment limit payments, that are intended to address the difference between Medicaid fee-for-service payments and Medicare reimbursement rates, or payments under other programs that vary by state under Section 1115 waivers.
+Added: These supplemental reimbursement programs are generally authorized by CMS for a specified period of time and require CMS’ approval to be extended.
+Added: In addition, many states have implemented state directed payment (“SDP”) arrangements to direct certain Medicaid managed care plan expenditures.
+Added: These arrangements, which are generally subject to annual approval by CMS, allow states to implement delivery system and provider payment initiatives by requiring Medicaid managed care organizations to pay providers according to specific rates or methods.
For example, SDP arrangements may require managed care plans to implement value-based purchasing models or performance improvement initiatives, or may direct managed care plans to adopt specific payment parameters, such as minimum or maximum fee schedules for specific types of providers.
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SDP arrangements can be limited to a specific subset of providers, and providers that do not satisfy applicable criteria may be ineligible for payments.
−Removed: All state directed payment programs are subject to annual approval by CMS.
If a state is unable to obtain future CMS approvals of these programs, our revenues could be negatively impacted.
−Removed: Supplemental payments may also be in the form of payments, such as upper payment limit payments, which are intended to address the difference between Medicaid fee-for-service payments and Medicare reimbursement rates, or
−Removed: payments under other programs that vary by state under Section 1115 waivers.
−Removed: These supplemental reimbursement programs are generally authorized by CMS for a specified period of time and require CMS’s approval to be extended.
−Removed: Over the last three years, states in which the majority of our hospitals operate have implemented or enhanced their Medicaid state directed and supplemental payment programs.
−Removed: Revenues from these programs totaled approximately $3.9 billion in 2023.
−Removed: Accountable Care Organizations and Bundled Payment Initiatives
−Removed: An Accountable Care Organization (“ACO”) is a network of providers and suppliers that work together to invest in infrastructure and redesign delivery processes to attempt to achieve high quality and efficient delivery of services.
+Added: In addition, the use and nature of SDP arrangements are subject to policy changes.
+Added: For example, CMS published a rule (the “Medicaid Managed Care Rule”) in May 2024 that addresses access, financing and quality within Medicaid managed care programs.
+Added: The rule includes new and updated requirements for SDP arrangements intended to ensure a more consistent and transparent approach for participating states.
+Added: The rule removes regulatory barriers to help states use SDP arrangements to implement value-based purchasing payment arrangements and include non-network providers in SDP arrangements.
+Added: The rule also requires provider payment levels for SDPs for certain services, including inpatient and outpatient hospital services, to not exceed the average commercial rate.
+Added: Further, the rule requires states to ensure each provider receiving an SDP attest by January 1, 2028 that they do not participate in any arrangement that holds taxpayers harmless for the cost of a tax.
+Added: The various elements of the rule take effect between issuance and early 2028.
+Added: It is possible that these developments and program reviews will result in the restructuring of or other significant changes to supplemental payment programs and SDP arrangements.
+Added: We are unable to estimate the financial impact that program structure modifications and other program changes, if any, may have on our results of operations.
+Added: Over the last three years, states in which the majority of our hospitals operate have implemented or enhanced their Medicaid supplemental payment programs and SDP arrangements.
+Added: Revenues from these programs totaled approximately $4.9 billion and $3.9 billion in 2024 and 2023, respectively.
+Added: Disproportionate Share Hospital Payments
+Added: Separate from the state-administered programs outlined above, the federal Medicare program makes additional payments to hospitals that treat a disproportionately large number of low-income patients (Medicaid and Medicare patients eligible to receive Supplemental Security Income (“SSI”)).
+Added: Disproportionate Share Hospital (“DSH”) payment adjustments are determined annually based on certain statistical information required by HHS and are paid as a percentage addition to MS-DRG payments.
+Added: The methodology for calculating DSH payment adjustments is affected by shifts in payment policy and is also subject to ongoing litigation.
+Added: For example, in August 2023, CMS finalized changes to the
+Added: treatment of patient days paid under demonstrations authorized under Section 1115 of the Social Security Act (“Section 1115”) (including through demonstration-authorized uncompensated and undercompensated care pools) in the Medicaid fraction of the DSH payment formula in a manner that will effectively lower DSH payments for many hospitals.
+Added: However, in August 2024, a district court in Texas vacated the regulation, determining that CMS’ exclusion of patient days paid under such demonstrations was unlawful.
+Added: Separately, in November 2024, the U.S.
+Added: Supreme Court heard oral arguments in a dispute focused on whether all patients enrolled in SSI assistance, even if no SSI payments were made during the month of a patient’s hospital admission, should be counted in the DSH methodology.
+Added: These and other regulatory changes and court rulings could adversely impact our results of operations.
+Added: CMS also distributes a payment to each DSH hospital that is allocated according to the hospital’s proportion of uncompensated care costs relative to the uncompensated care amount of other DSH hospitals.
+Added: The Medicaid program also provides for DSH payments, funded by both the federal government and state governments, which are intended to offset hospital uncompensated care costs.
+Added: The federal government distributes federal Medicaid DSH funds to each state based on a statutory formula.
+Added: The states then distribute the DSH funding among qualifying hospitals.
+Added: States have broad discretion to define which hospitals qualify for Medicaid DSH payments and the amount of such payments.
+Added: Medicaid DSH payments are also affected by shifts in payment policy.
+Added: For example, CMS published a final rule in February 2024 affecting how states calculate hospital-specific caps for Medicaid DSH payments.
+Added: The Affordable Care Act and subsequent legislation provided for reductions to the Medicaid DSH hospital program.
+Added: Under current law, Medicaid DSH payments will be reduced by $8 billion for the period from April 1, 2025, through September 30, 2025, and in federal fiscal years 2026 and 2027.
+Added: Value-Based Care Arrangements
+Added: CMS has indicated that promoting value-based, person-centered care is among its top priorities, and commercial payers are also increasingly using value-based care arrangements.
+Added: Generally, value-based care aims to hold providers accountable for delivering efficient, effective care, tying provider reimbursement to patient outcomes or related measures.
+Added: Value-based care arrangements vary in the method for determining payments and the level of risk assumed, among other factors.
+Added: For example, Medicare reimbursement may be adjusted based on quality and efficiency measures and/or compliance with quality reporting requirements.
+Added: In addition, CMS websites make available to the public data submitted by hospitals, home health agencies, hospices, and other Medicare-certified providers in connection with Medicare reimbursement claims, including performance data on quality measures and patient satisfaction .
+Added: An Accountable Care Organization (“ACO”), an example of a value-based arrangement, is a group of providers and suppliers that work together to invest in infrastructure and redesign delivery processes to attempt to achieve high quality and efficient delivery of services.
ACOs are intended to promote accountability, coordinate care and produce savings as a result of improved quality and operational efficiency.
−Removed: ACOs that achieve quality performance standards established by HHS are eligible to share in a portion of the amounts saved by the Medicare program.
−Removed: There are several types of ACO programs, including the Medicare Shared Savings Program.
+Added: There are several types of ACO programs, including the Medicare Shared Savings Program (“MSSP”), which is Medicare's permanent ACO program.
+Added: Medicare-approved ACOs that achieve quality performance standards while lowering growth in expenditures are eligible to share in a portion of the amounts saved by the Medicare program.
+Added: Conversely, under some MSSP payment tracks, ACOs may be required to pay shared losses if expenditures exceed an established benchmark.
+Added: Failure to meet quality performance standards may result in an ACO’s termination from the MSSP.
CMS continues to explore strategies to accelerate the growth of and access to ACOs.
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The CMS Innovation Center has implemented bundled payment models, including the Bundled Payment Care Improvement Advanced program, which is voluntary and expected to run through December 2025.
−Removed: Participation in bundled payment programs is generally voluntary, but CMS currently requires providers in selected geographic areas to participate in a mandatory bundled program for specified orthopedic procedures and a model for end-stage renal disease treatment.
−Removed: In addition, a mandatory radiation oncology model was expected to begin on January 1, 2023, but CMS has indefinitely delayed its implementation.
−Removed: CMS has indicated that it will provide six months’ notice before starting the model.
−Removed: In a strategic report issued in 2021 and updated in 2022, the CMS Innovation Center highlighted the need to accelerate the movement to value-based care and drive broader system transformation.
+Added: Participation in bundled payment programs is generally voluntary, but CMS required hospitals in selected geographic areas to participate in a mandatory bundled payment program for specified orthopedic procedures, which ended December 31, 2024.
+Added: Hospitals in selected markets will be required to participate in a new model focused on five specified surgical procedure episodes beginning in January 2026.
By 2030, the CMS Innovation Center aims to have all fee-for-service Medicare beneficiaries and most Medicaid beneficiaries in a care relationship with accountability for quality and total cost of care.
−Removed: CMS also indicated it will streamline its payment model portfolio and consider how to ensure broad provider participation, including by implementing more mandatory models.
−Removed: In the 2022 updated report, the CMS Innovation Center indicated that it plans to focus on increased care coordination between primary care physicians and specialists.
−Removed: Moreover, several private third-party payers are increasingly employing alternative payment models, which may increasingly shift financial risk to providers.
+Added: CMS also indicated it will streamline its payment model portfolio and consider how to ensure broad provider participation, including by
+Added: implementing more mandatory models.
+Added: Several private third-party payers are increasingly employing alternative payment models, which may increasingly shift financial risk to providers.
TRICARE is the Department of Defense’s health care program for members of the armed forces.
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Price transparency initiatives may impact our relationships with payers and ability to obtain or maintain favorable contract terms.
−Removed: For example, hospitals are required to publish a list of their standard charges for all items and services, including gross charges, discounted cash prices and payer-specific and de-identified negotiated charges, in a machine-readable, publicly accessible online file.
+Added: For example, hospitals are required to publish a list of their standard charges for all items and services, including gross charges, discounted cash prices and payer-specific and de-identified minimum and maximum negotiated charges, in a machine-readable, publicly accessible online file.
Further, CMS requires most health insurers to publish online charges negotiated with providers for health care services .
−Removed: In addition , the No Surprises Act requires providers to send to a patient’s health plan a good faith estimate of the expected charges for furnishing scheduled items or services, including billing and diagnostic codes, prior to the scheduled date of the items or services.
−Removed: The estimate must cover any item or service that is reasonably expected to be provided in conjunction with the primary items or services, including those that may be delivered by another provider.
−Removed: However, HHS is deferring enforcement of certain requirements of the No Surprises Act related to the good faith estimates for insured patients until it issues additional regulations.
−Removed: It is not clear what impact, if any, these or future health reform efforts at the federal and state levels, consolidation within the third-party payer industry and vertical integration among third-party payers and health care providers will have on our ability to negotiate reimbursement rates.
Uninsured and Self-Pay Patients
3 unchanged sentences
The No Surprises Act requires providers to provide uninsured and self-pay patients, in advance of the scheduled date for the item or service or upon request of the individual, a good faith estimate of the expected charges for furnishing scheduled items or services, including billing and diagnostic codes.
−Removed: The estimate must cover any item or service that is reasonably expected to be provided in conjunction with the scheduled item or service or that is reasonably expected to be delivered by another provider.
HHS is delaying enforcement with regard to good faith estimates to uninsured individuals that do not include expected charges for co-providers or co-facilities until the agency issues additional regulations.
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The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment.
−Removed: In addition, various federal and state laws require health insurers to reimburse hospitals for emergency services provided to enrollees without prior authorization and without regard to whether a participating provider contract is in place.
+Added: In addition, federal and some state laws require health insurers to reimburse hospitals for emergency services provided to enrollees without prior authorization and without regard to whether a participating provider contract is in place.
Hospital Utilization
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Outpatient revenues as a % of patient revenues(m)
−Removed: (a) Excludes freestanding endoscopy centers (24 at December 31, 2023 and 21 at December 31, 2022 and 2021).
+Added: (a) Excludes freestanding endoscopy centers (26 at December 31, 2024, 24 at December 31, 2023 and 21 at December 31, 2022).
(b) Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.
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Trends toward clinical and pricing transparency may impact our competitive position, ability to obtain or maintain favorable contract terms and patient volumes in ways that may be difficult to predict.
−Removed: For example, hospitals are required to publish a list of their standard charges for all items and services, including discounted cash prices and payer-specific and de-identified negotiated charges, in a machine-readable, publicly accessible online file.
−Removed: Hospitals are also required to publish a consumer-friendly list of standard charges for certain “shoppable” services (i.e., services that can be scheduled by a patient in advance) and associated ancillary services or, alternatively, maintain an online price estimator tool.
−Removed: CMS may impose civil monetary penalties for noncompliance with these price transparency requirements.
−Removed: Further, CMS requires most health insurers to publish online charges negotiated with providers for health care services.
−Removed: Starting January 1, 2024, most health insurers must also provide online price comparison tools to help individuals get personalized cost estimates for all covered items and services .
−Removed: In addition, the No Surprises Act requires providers to send uninsured and self-pay patients (in advance of the scheduled date for the item or service or upon request) and health plans of commercially insured patients a good faith estimate of the expected charges and diagnostic codes.
−Removed: Until HHS issues additional regulations, the agency is deferring enforcement of certain requirements regarding providing good faith estimates for insured patients and for good faith estimates sent to uninsured or self-pay patients that do not include expected charges for co-providers or co-facilities.
+Added: For example, hospitals are required to publish a list of their standard charges for all items and services, including gross charges, discounted cash prices and payer-specific and de-identified minimum and maximum negotiated charges, in a machine-readable, publicly accessible online file.
+Added: In addition, CMS websites make available to the public data submitted by hospitals, home health agencies, hospices, and other Medicare-certified providers in connection with Medicare reimbursement claims, including performance data on quality measures and patient satisfaction .
Our strategies are designed to ensure our hospitals and other facilities are competitive.
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Although physicians may at any time terminate their relationship with a hospital we operate, our hospitals seek to retain physicians with varied specialties on the hospitals’ medical staffs and to attract other qualified physicians.
−Removed: We believe physicians refer patients to a hospital on the basis of the quality and scope of services it renders to patients and physicians, the quality of physicians on the medical staff, the location of the hospital and the quality of the hospital’s facilities, technology, equipment and employees.
+Added: We believe physicians refer patients to a hospital based on the quality and scope of services the hospital renders to patients and physicians, the quality of physicians on the medical staff, the location of the hospital and the quality of the hospital’s facilities, technology, equipment and employees.
Accordingly, we strive to maintain and provide quality facilities, technology, equipment, employees and services for physicians and patients.
1 unchanged sentence
Another major factor in the competitive position of our hospitals and other facilities is our ability to negotiate service contracts with group purchasers of health care services.
−Removed: Managed care plans attempt to direct and control members’ use of health care services and obtain discounts from providers’ established gross charges.
+Added: Managed care plans attempt to direct and coordinate members’ use of health care services and obtain discounts from providers’ established gross charges.
Similarly, employers and traditional health insurers continue to attempt to contain costs through negotiations with providers for managed care programs and discounts from established gross charges.
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For example, some of our competitors may negotiate exclusivity provisions with managed care plans or otherwise restrict the ability of managed care companies to contract with us.
−Removed: Price transparency
−Removed: initiatives and increasing vertical integration efforts involving third-party payers and health care providers, among other factors, may increase these challenges.
+Added: Price transparency initiatives and increasing vertical integration efforts involving third-party payers and health care providers, among other factors, may increase these challenges.
Moreover, the trend toward consolidation among private third-party payers tends to increase payer bargaining power over fee structures, and private third-party payers may increasingly demand reduced fees or be unwilling to negotiate reimbursement increases.
Health plans increasingly utilize narrow networks that restrict the number of participating providers or tiered networks that impose significantly higher cost sharing obligations on patients who obtain services from providers in a disfavored tier.
−Removed: The importance of obtaining contracts with group purchasers of health care services varies by purchaser and by community, depending on the market position of such organizations.
+Added: The importance of obtaining contracts with group purchasers of health care services varies by purchaser and by community, depending on the market position of such
+Added: organizations.
+Added: In addition, changes in the payer contracts of our competitors may impact the payer mix and patient volume of our hospitals and other facilities.
State certificate of need (“CON”) laws, which place limitations on a health care facility’s ability to expand services and facilities, make capital expenditures and otherwise make changes in operations, may also have the effect of restricting competition.
3 unchanged sentences
In those states that do not require state approval or that set relatively high levels of expenditures before they become reviewable by state authorities, competition in the form of new services, facilities and capital spending is more prevalent.
−Removed: Other federal and state laws and regulations may also adversely impact our ability to expand, such as a regulation commonly known as the “36 Month Rule,” which restricts the assumption of Medicare billing privileges for certain home health agencies and, effective January 1, 2024, hospices.
+Added: Other federal and state laws and regulations may also adversely impact our ability to expand, such as a regulation commonly known as the “36 Month Rule.” This rule, which applies to home health agencies and hospices, restricts the assumption by a new majority owner of the provider’s Medicare provider agreement and billing privileges within 36 months of the provider’s effective date of initial Medicare enrollment or most recent change in majority ownership.
In addition, changes in licensure or other laws or regulations and recognition of new provider types or payment models could impact our competitive position.
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If any facility were to lose its Medicare or Medicaid certification, the facility would be unable to receive reimbursement from applicable federal health care programs.
−Removed: Each of our acute care hospitals located in the United States is accredited by The Joint Commission.
+Added: Each of our general, acute care hospitals located in the United States is accredited by The Joint Commission or another health care accrediting organization.
From time to time, we may acquire a facility that is not accredited but for which we will seek accreditation.
If any facility were to lose accreditation, the facility would be subject to state surveys, potentially be subject to increased scrutiny by CMS and likely lose payment from private third-party payers.
−Removed: The Controlled Substances Act and Drug Enforcement Administration (“DEA”) regulations require every person who dispenses controlled substances to be registered with the DEA at each principal place of business or professional
−Removed: practice where the person dispenses controlled substances, subject to limited exceptions.
+Added: The Controlled Substances Act and Drug Enforcement Administration (“DEA”) regulations require every person who dispenses controlled substances to be registered with the DEA at each principal place of business or professional practice where the person dispenses controlled substances, subject to limited exceptions.
Each hospital or clinic must hold a DEA registration at each location and may be subject to similar state registration requirements.
−Removed: In addition, we are subject to a variety of federal and state statutes and regulations that govern operational issues related to pharmaceuticals and controlled substances, such as those related to packaging, storing, and dispensing of pharmaceutical drugs, inventory control and recordkeeping requirements for controlled substances, and other standards intended to prevent diversion of controlled substances.
+Added: In addition, we are subject to a variety of federal and state statutes and regulations that govern operational issues related to pharmaceuticals and controlled substances, such as those related to packaging, storing, and dispensing of pharmaceutical drugs, inventory
+Added: control and recordkeeping requirements for controlled substances, and other standards intended to prevent diversion of controlled substances.
The DEA, the Department of Justice (“DOJ”), HHS, and state boards of pharmacy have broad enforcement powers, may conduct audits and investigations and can impose substantial fines and other penalties, including revocation of registration.
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The OIG has identified several incentive arrangements that constitute suspect practices, including:
−Removed: (a) payment of any incentive by a hospital each time a physician refers a patient to the hospital, (b) the use of free or significantly discounted office space or equipment in facilities usually located close to the hospital, (c) provision of free or significantly discounted billing, nursing or other staff services, (d) free training for a physician’s office staff in areas such as management techniques and laboratory techniques, (e) guarantees which provide, if the physician’s income fails to reach a predetermined level, the hospital will pay any portion of the remainder, (f) low-interest or interest-free loans, or loans which may be forgiven if a physician refers patients to the hospital, (g) payment of the costs of a physician’s travel and expenses for conferences or payments to a physician for speaking engagements, (h)
−Removed: coverage on the hospital’s group health insurance plans at an inappropriately low cost to the physician, (i) payment for services (which may include consultations at the hospital) which require few, if any, substantive duties by the physician, (j) purchasing goods or services from physicians at prices in excess of their fair market value, (k) rental of space in physician offices, at other than fair market value terms, by persons or entities to which physicians refer, and (l) physician-owned entities (frequently referred to as physician-owned distributorships or PODs) that derive revenue from selling, or arranging for the sale of, implantable medical devices ordered by their physician-owners for use on procedures that physician-owners perform on their own patients at hospitals or ASCs.
+Added: (a) payment of any incentive by a hospital each time a physician refers a patient to the hospital, (b) the use of free or significantly discounted office space or equipment in facilities usually located close to the hospital, (c) provision of free or significantly discounted billing, nursing or other staff services, (d) free training for a physician’s office staff in areas such as management techniques and laboratory techniques, (e) guarantees which provide, if the physician’s income fails to reach a predetermined level, the hospital will pay any portion of the remainder, (f) low-interest or interest-free loans, or loans which may be forgiven if a physician refers patients to the hospital, (g) payment of the costs of a physician’s travel and expenses for conferences or payments to a physician for speaking engagements, (h) coverage on the hospital’s group health insurance plans at an inappropriately low cost to the physician, (i) payment for services (which may include consultations at the hospital) which require few, if any, substantive duties by the physician, (j) purchasing goods or services from physicians at prices in excess of their fair market value, (k) rental of space in physician offices, at other than fair market value terms, by persons or entities to which physicians refer, and (l)
+Added: physician-owned entities (frequently referred to as physician-owned distributorships or PODs) that derive revenue from selling, or arranging for the sale of, implantable medical devices ordered by their physician-owners for use on procedures that physician-owners perform on their own patients at hospitals or ASCs.
The OIG has encouraged persons having information about hospitals who offer the above types of incentives to physicians to report such information to the OIG.
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“Designated health services” include inpatient and outpatient hospital services, clinical laboratory services, radiology and certain other imaging services, radiation therapy services and home health services.
−Removed: Sanctions for violating the Stark Law include denial of payment, substantial civil monetary penalties
−Removed: per claim submitted and exclusion from the federal health care programs.
+Added: Sanctions for violating the Stark Law include denial of payment, substantial civil monetary penalties per claim submitted and exclusion from the federal health care programs.
Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and additional penalties under the FCA.
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The FCA defines the term “knowingly” broadly.
−Removed: Though simple negligence will not give rise to liability under the FCA, submitting a claim with reckless disregard to its truth or falsity constitutes a “knowing” submission under the FCA and, therefore, may create liability.
+Added: Though simple negligence will not give rise to liability under the FCA, submitting a claim with actual knowledge of, deliberate ignorance of or reckless disregard to its truth or falsity constitutes a “knowing” submission under the FCA and, therefore, may create liability.
Submission of claims for services or items generated in violation of the Anti-kickback Statute constitutes a false or fraudulent claim under the FCA.
1 unchanged sentence
False claims under the FCA also include the knowing and improper failure to report and refund amounts owed to the government in a timely manner following identification of an overpayment.
−Removed: An overpayment is deemed to be identified when a person has, or should have through reasonable diligence, determined that an overpayment was received and quantified the overpayment.
+Added: An overpayment is deemed to be identified when a person knowingly, as defined under the FCA, receives or retains an overpayment.
Every entity that receives at least $5 million annually in Medicaid payments must have written policies for all employees, contractors or agents, providing detailed information about false claims, false statements and whistleblower protections under certain federal laws, including the FCA, and similar state laws.
2 unchanged sentences
We have adopted and distributed policies pertaining to the FCA and relevant state laws.
−Removed: HIPAA Administrative Simplification and Privacy, Security and Interoperability Requirements
−Removed: The Administrative Simplification Provisions of HIPAA and implementing regulations require the use of uniform electronic data transaction standards and code sets for certain health care claims and payment transactions submitted or received electronically.
+Added: HIPAA Administrative Simplification, Privacy and Security Standards and Interoperability Requirements
+Added: The Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and implementing regulations require the use of uniform electronic data transaction standards and code sets for certain health care claims and payment transactions submitted or received electronically.
In addition, HIPAA requires each provider to use a National Provider Identifier.
6 unchanged sentences
HHS is required to publish on its website a list of all covered entities that report a breach involving more than 500 individuals.
−Removed: All non-permitted uses or disclosures of unsecured protected health information are presumed to be breaches unless the covered entity or
−Removed: business associate establishes that there is a low probability the information has been compromised.
+Added: All non-permitted uses or disclosures of unsecured protected health information are presumed to be breaches unless the covered entity or business associate establishes that there is a low probability the information has been compromised.
Various state laws and regulations may also require us to notify affected individuals in the event of a data breach involving individually identifiable information.
1 unchanged sentence
These civil penalties are updated annually based on updates to the consumer price index.
−Removed: HHS enforces the regulations and performs compliance audits.
+Added: enforces the regulations and performs compliance audits.
In addition to enforcement by HHS, state attorneys general are authorized to bring civil actions seeking either injunction or damages in response to violations that threaten the privacy of state residents.
1 unchanged sentence
We enforce compliance in accordance with HIPAA privacy and security regulations.
−Removed: The Information Protection and Security Department monitors our compliance with the HIPAA privacy and security regulations.
+Added: The Privacy and Information Protection and Security Departments monitor our compliance with the HIPAA privacy and security regulations.
The HIPAA privacy regulations and security regulations have and will continue to impose significant costs on our facilities in order to comply with these standards.
2 unchanged sentences
Violations may result in penalties or other significant disincentives.
−Removed: In November 2023, HHS issued a proposed rule to establish disincentives for certain types of providers.
−Removed: If finalized, hospitals found to have committed information blocking would not qualify as “meaningful electronic health record users” under the Medicare Promoting Interoperability Program and as a result would lose 75% of the annual market basket increase they would otherwise receive.
+Added: In a final rule published in July 2024, HHS established disincentives for hospitals, MIPS-eligible clinicians (including group practices) and ACOs and ACO providers that commit information blocking.
+Added: Hospitals found to have committed information blocking will not qualify as “meaningful electronic health record users” under the Medicare Promoting Interoperability Program and as a result will lose 75% of the annual market basket increase they would otherwise receive.
+Added: Similar penalties apply to MIPS-eligible clinicians and ACOs, ACO participants, and ACO providers or suppliers under the Medicare Shared Savings Program.
All of our hospitals in the United States are subject to EMTALA.
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At least one court has interpreted the law also to apply to a hospital that has been notified of a patient’s pending arrival in a non-hospital owned ambulance.
−Removed: In recent years, the government has undertaken enforcement actions in which it has broadly interpreted a hospital’s obligations with respect to screening and stabilizing patients who present with a psychiatric emergency.
+Added: In enforcement actions, the government has broadly interpreted a hospital’s obligations with respect to screening and stabilizing patients who present with a psychiatric emergency.
EMTALA does not generally apply to individuals admitted for inpatient services.
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For example, HHS has provided guidance regarding EMTALA obligations specific to patients who are pregnant or are experiencing pregnancy loss and the preemption of state law.
−Removed: This guidance is the subject of legal challenges, including pending cases in Texas and Idaho that currently have allowed state restrictions to remain in effect or stayed or limited application of HHS guidance as the cases continue.
+Added: This guidance has been the subject of legal challenges, including a pending case in Idaho under which the state is currently enjoined from enforcing its state law restricting abortion to the extent the state law conflicts with EMTALA.
+Added: The final ruling from a Texas case limits application of the HHS guidance in Texas.
Corporate Practice of Medicine/Fee Splitting
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Possible sanctions for violation of these restrictions include loss of license and civil and criminal penalties.
−Removed: In addition, agreements between the corporation and
−Removed: the physician or other health professional may be considered void and unenforceable.
+Added: In addition, agreements between the corporation and the physician or other health professional may be considered void and unenforceable.
These statutes vary from state to state, are often vague and have seldom been interpreted by the courts or regulatory agencies.
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Any additional investigations of the Company, our executives or managers could result in significant liabilities or penalties to us, as well as adverse publicity.
−Removed: Health Care Reform
−Removed: The health care industry is subject to changing political, regulatory and other influences, along with various scientific and technological initiatives and innovations.
−Removed: In recent years, the U.S.
−Removed: health care industry has undergone significant changes at the federal and state levels, many of which have been aimed at reducing costs and government spending and increasing access to health insurance.
−Removed: The most prominent of these efforts, the Affordable Care Act, affects how health care services are covered, delivered and reimbursed.
−Removed: The Affordable Care Act increased health insurance coverage through a combination of private sector health insurance requirements, public program expansion and other reforms.
−Removed: There is uncertainty regarding the ongoing net effect of the Affordable Care Act, particularly as it has been, and continues to be, subject to legislative and regulatory changes and court challenges.
−Removed: For example, effective January 1, 2019, the penalty associated with the individual mandate to maintain health insurance was effectively eliminated.
−Removed: However, some states have imposed individual health insurance mandates, and other states have explored or offer public health insurance options.
−Removed: To increase access to health insurance during the COVID-19 pandemic, the ARPA enhanced subsidies for individuals eligible to purchase coverage through the Exchanges.
−Removed: Subsequent legislation extended these enhanced subsidies through 2025.
−Removed: These and other changes and initiatives have impacted the number of individuals that
−Removed: elect to obtain public or private health insurance or the scope of such coverage, if purchased, in the states that we operate.
−Removed: For example, the ARPA enhanced subsidies, among other factors, have resulted in increased Exchange enrollment in the states in which we operate.
−Removed: If these subsidies are not extended beyond 2025, Exchange enrollment may be adversely impacted.
−Removed: Health care providers may be significantly impacted by changes specific to the Medicaid program, including changes resulting from the Affordable Care Act and subsequent legislation or agency initiatives.
−Removed: The Affordable Care Act expanded the categories of individuals eligible for Medicaid coverage and permits individuals with relatively higher incomes to qualify.
−Removed: However, a number of states, including Texas and Florida, have opted out of the Medicaid expansion provisions.
−Removed: Some states use, or have applied to use, waivers granted by CMS to implement expansion, impose different eligibility or enrollment conditions, or otherwise implement programs that vary from federal standards.
−Removed: The Medicaid landscape is constantly evolving as the federal and state governments consider and test various models of delivery and payment system reform.
−Removed: In addition, there is uncertainty regarding the potential impact of other reform efforts at the federal and state levels.
−Removed: For example, some members of Congress have proposed measures that would expand government-sponsored coverage, including proposals to expand coverage of federally-funded insurance programs as an alternative to private insurance or establish a single-payer system (such reforms often referred to as “Medicare for All”).
−Removed: Other recent initiatives and proposals include those aimed at price transparency and out-of-network charges, which may impact prices and the relationships between health care providers, insurers and patients.
−Removed: For example, the No Surprises Act imposes various requirements on providers and health plans intended to prevent “surprise” medical bills, and several states have implemented similar laws intended to protect consumers.
+Added: Price Transparency and Consumer Billing Limitations
+Added: The health care industry is subject to various federal and state initiatives and requirements related to price transparency and out-of-network charges.
+Added: For example, federal regulations require hospitals to publish a list of their standard charges for all items and services, including gross charges, discounted cash prices and payer-specific and de-identified minimum and maximum negotiated charges, in a machine-readable, publicly accessible online file.
+Added: Hospitals are required to publish a consumer-friendly list of standard charges for certain “shoppable” services (i.e., services that can be scheduled by a patient in advance) and associated ancillary services or, alternatively, maintain an online price estimator tool.
+Added: CMS may impose civil monetary penalties for noncompliance with these price transparency requirements.
+Added: Further, CMS requires most health insurers to publish online charges negotiated with providers for health care services.
+Added: Most health insurers must also provide online price comparison tools to help individuals get personalized cost estimates for covered items and services .
+Added: In addition, the No Surprises Act imposes various requirements on providers and health plans intended to prevent “surprise” medical bills, and several states have implemented similar laws intended to protect consumers.
The No Surprises Act prohibits providers from charging patients an amount beyond the in-network cost sharing amount for items and services rendered by out-of-network providers (i.e., prohibits balance billing), subject to limited exceptions.
The No Surprises Act also impacts the payment received by an out-of-network provider from a health plan for items and services to which the prohibitions on balance billing apply.
−Removed: For items and services for which balance billing is prohibited (even when no balance billing occurs), the No Surprises Act establishes an independent dispute resolution (“IDR”) process for providers and payers to handle payment disputes that cannot be resolved through direct negotiations.
+Added: For items and services for which balance billing is prohibited (even
+Added: when no balance billing occurs), the No Surprises Act establishes an independent dispute resolution (“IDR”) process for providers and payers to handle payment disputes that cannot be resolved through direct negotiations.
The final rule establishing the IDR process is currently the subject of legal challenges, and government agencies have proposed various changes, creating uncertainty and resulting in delays in claims resolution.
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If the actual charges to an uninsured or self-pay patient exceed the good faith estimate by an amount deemed to be substantial by regulation (which is currently $400) or the provider furnishes an item or service that was not included in the good faith estimate, the patient may invoke a patient-provider dispute resolution process established by regulation to challenge the higher amount.
−Removed: Other trends toward transparency and value-based purchasing may impact the competitive position and patient volumes of providers.
−Removed: For example, t he CMS Care Compare website makes available to the public certain data that hospitals, home health agencies, hospices, and other Medicare-certified providers submit in connection with Medicare reimbursement claims, including performance data on quality measures and patient satisfaction.
−Removed: Medicare reimbursement may be adjusted based on quality and efficiency measures and/or compliance with quality reporting requirements.
−Removed: In addition, hospitals are required by federal regulation to publish online payer-specific negotiated charges and de-identified minimum and maximum charges.
−Removed: Some price transparency obligations apply only to payers.
−Removed: For example, CMS requires health insurers to publish online charges negotiated with providers for health care services, and health insurers must provide online price comparison tools to help individuals get personalized cost estimates for covered items and services.
+Added: Medical Technology Regulation and Developments
+Added: Participants in the health care industry must frequently adapt to scientific and technological innovations and initiatives.
+Added: These advances can change the way services are delivered and offer business efficiencies, among other benefits, and impact the competitive position of providers.
+Added: The design and introduction of new products and services and changes to existing products and services are subject to complex laws and regulation and oversight by various agencies, including HHS and the Food and Drug Administration (“FDA”).
+Added: Further, advances may result in new or enhanced governmental or regulatory scrutiny, litigation and ethical concerns and impact patient care.
+Added: For example, we deploy third-party software programs, and in some instances develop our own software programs, utilizing machine learning/AI, including for use within our network to improve care.
+Added: The legal framework for AI (particularly in patient care) is rapidly developing and uncertain.
+Added: In 2023, HHS finalized transparency requirements for AI and other predictive algorithms used in certified health information technology, such as decision support interventions.
+Added: In some cases, software can be considered a medical device under the federal Food, Drug, and Cosmetic Act (“FDCA”).
+Added: Medical devices are subject to extensive regulation by the FDA under the FDCA.
+Added: In September 2022, the FDA issued non-binding final guidance that describes the types of clinical decision support software that the FDA will regulate as a medical device, potentially including software programs that were not previously treated as medical devices.
+Added: Application of the new guidance may result in our current and/or future software programs used by us to provide clinical decision support being subject to FDA regulation.
+Added: Some states have adopted or are considering additional measures regarding the use of AI within the health care industry.
+Added: For example, California enacted Assembly Bill 3030, known as the Artificial Intelligence in Health Care Services Bill (“AB 3030”), which requires that any health care facility using generative AI to create patient communications pertaining to patient clinical information ensure that the communications include (i) a disclaimer that the communication was generated by generative AI and (ii) clear instructions describing how a patient may contact a human health care provider or other appropriate person at the health care facility.
+Added: Further, Utah enacted the Artificial Intelligence Policy Act (“AIPA”), which requires physicians, nurses and other regulated health care providers to disclose to individuals if they are interacting with generative AI while receiving regulated services.
+Added: Additionally, Colorado has passed the Colorado Artificial Intelligence Act (“CAIA”), which will impose significant disclosure, documentation, and risk management requirements on developers of and companies that deploy “high-risk” AI systems, including systems used to recommend certain health care decisions.
+Added: If we or our third-party providers are restricted from using AI as a result of any laws or regulations, it could impact our operations and cause us to incur costs to replace or modify our use of AI.
+Added: Any failure or perceived failure by us or our third-party providers to comply with AI laws and regulations could result in legal proceedings or investigations, which could result in significant legal costs and potential liability, as well as reputational harm.
+Added: Further, we expect additional AI-related laws and regulations to come into effect, which could affect our business and financial condition.
+Added: We also perform clinical laboratory testing, and some of the tests performed are considered “laboratory developed tests” (“LDTs”).
+Added: On May 6, 2024, the FDA published a final rule to increase regulatory oversight of LDTs as medical devices, classifying the tests as in vitro diagnostic products.
+Added: The rule is currently the subject of legal challenges.
+Added: The requirements imposed by the FDA under this rule will, over a four-year phase-in period that starts May 6, 2025, require our clinical laboratories to make significant adjustments and implement processes to comply with certain FDA medical device laws and regulations and may require FDA review or approval for LDTs used in patient care that are either newly marketed or modified after May 6, 2024.
+Added: Failure to obtain necessary approvals for regulated technologies or noncompliance with other applicable regulatory requirements could result in penalties or require us to make changes to our operations, including changes to services currently rendered.
+Added: For example, if the FDA determines that any of our software programs are medical devices under the FDCA, the use of those software programs may require premarket approval or clearance, and we may be required to cease use of such programs until we obtain any required premarket approval or clearance.
+Added: Developments in Health Care Public Policy
+Added: The health care industry is subject to changing political, regulatory and other influences.
+Added: Regulatory uncertainty has increased as a result of recent decisions issued by the U.S.
+Added: Supreme Court that affect review of federal agency actions and the outcome of the 2024 federal election.
+Added: The Supreme Court decisions increase judicial scrutiny of agency authority, shift greater responsibility for statutory interpretation to courts and expand the timeline in which a plaintiff can sue regulators.
+Added: In Loper Bright Enterprises v.
+Added: Raimondo , the Court overruled a legal framework that gave significant judicial deference to federal agency interpretations of federal statutes.
+Added: The Court held that courts must instead exercise independent judgment when deciding whether an agency has acted within its statutory authority and that courts may not defer to an agency interpretation simply because a statute is ambiguous.
+Added: The Loper Bright decision and other recent decisions of the U.S.
+Added: Supreme Court are expected to have significant impacts on government agency regulation, particularly within the heavily regulated health care industry, in part through an increase in legal challenges to health care regulations and agency guidance and decisions.
+Added: Federal agencies oversee, regulate and otherwise affect many aspects of our business, including through Medicare and Medicaid payment and coverage policies, policies affecting the size of the uninsured population, administration of state Medicaid programs, and enforcement and interpretation of fraud and abuse laws.
+Added: The recent Supreme Court decisions may also result in inconsistent judicial interpretations and delays in and other impacts to agency rulemaking and legislative processes.
+Added: The outcome of the 2024 federal election may increase regulatory uncertainty and the potential for significant policy changes.
+Added: Recent presidential executive orders have been issued that impact or may impact the health care industry, including an order establishing a presidential advisory commission focused on restructuring and streamlining government agencies and reducing or eliminating regulations and federal government programs and other expenditures.
+Added: The health care industry has been and continues to be impacted by health care reform efforts at the federal and state levels.
+Added: Many recent changes have been aimed at reducing costs and government spending and increasing access to health insurance.
+Added: For example, the Affordable Care Act increased health insurance coverage through a combination of private sector health insurance requirements, public program expansion and other reforms.
+Added: Changes in the law’s implementation, subsequent legislation and regulations, state initiatives and other factors have affected and may continue to affect the number of individuals that elect or are able to obtain public or private health insurance and the scope of such coverage, if purchased.
+Added: For example, the American Rescue Plan of 2021 (“ARPA”) temporarily enhanced premium tax credits available for purchasing coverage through the Exchanges by lowering premiums and raising income eligibility thresholds.
+Added: Subsequent legislation extended these enhanced premium tax credits through 2025.
+Added: However, further extension is uncertain, and we believe their expiration would adversely impact Exchange enrollment and significantly increase the uninsured rate.
+Added: Other legislative and executive branch initiatives related to health insurance, such as permitting the sale of insurance plans that lack currently required consumer protections, could increase rates of uninsured and underinsured individuals and destabilize insurance markets.
+Added: Health care providers may also be significantly impacted by reforms to the Medicaid program, including changes resulting from legislation and administrative actions at the federal and state levels.
+Added: Changes at the federal level may impact funding for, or the structure of, the Medicaid program and may shape administration of the program at the state level.
+Added: The Affordable Care Act expands the categories of individuals eligible for Medicaid coverage, permits individuals with relatively higher incomes to qualify and provides states with enhanced funding for expansion populations.
+Added: The majority of states adopted Medicaid expansion;
+Added: however, a number of states, including Texas and Florida, have opted out of the Medicaid expansion provisions of the Affordable Care Act.
+Added: Changes to the federal funding formula for Medicaid could have a particularly significant impact in states that expanded Medicaid, especially if federal contributions for Medicaid expansion populations decrease and states are unable to offset the reductions.
+Added: Further, some states have trigger laws that would end their Medicaid expansion if federal funding is reduced.
+Added: CMS administrators may also make changes to Medicaid payment models and may grant states additional flexibility in the administration of state Medicaid programs, including by allowing additional states to condition Medicaid enrollment on work or other community engagement or permitting other eligibility restrictions.
+Added: Some states use, or have applied to use, waivers granted by CMS to implement expansion, impose different eligibility or enrollment conditions, or otherwise implement programs that vary from federal standards.
+Added: The Medicaid landscape is constantly evolving as the federal and state governments consider and test various models of delivery and payment system reform.
+Added: In addition, there is uncertainty regarding the potential impact of other reform efforts at the federal and state levels.
+Added: For example, some members of Congress have proposed measures intended to accelerate the shift from traditional Medicare to Medicare Advantage or eliminating some or all of the consumer protections established by the Affordable Care Act.
+Added: Other recent initiatives and proposals include those aimed at price transparency and out-of-network charges, which may impact prices and the relationships between health care providers, insurers and patients.
+Added: Reform efforts could also include changes to Medicare reimbursement, such as new or expanded site-neutral payment policies that may reduce payments received or further attempt to equate rates of reimbursement for outpatient hospital services with payment for similar services provided in other patient care settings.
Other industry participants, such as private payers and large employer groups and their affiliates, may also introduce financial or delivery system reforms.
−Removed: For example, in recent years, there have been trends influenced by private and/or public payers toward enrollment in managed care programs, favoring outpatient care over inpatient care, and provider consolidation.
+Added: For example, in recent
+Added: years, there have been trends influenced by private and/or public payers toward enrollment in managed care programs, favoring outpatient care over inpatient care, and provider consolidation.
These issues are further discussed in Item 1A, “Risk Factors.”
2 unchanged sentences
Budget deficits at the federal level and within some state and local government entities have had a negative impact on spending for many health and human service programs, including Medicare, Medicaid and similar programs, which represent significant payer sources for our hospitals and other providers.
−Removed: We anticipate that the federal deficit, the growing magnitude of Medicare and Medicaid expenditures and the aging of the U.S.
+Added: We anticipate that federal and state budget deficits, the growing magnitude of Medicare and Medicaid expenditures and the aging and health status of the U.S.
population, among other factors, will continue to place pressure on government health care programs.
−Removed: Other risks we face during periods of economic weakness and high unemployment include potential declines in the population covered under managed care agreements, increased patient decisions to postpone or cancel elective and
−Removed: nonemergency health care procedures (including delaying surgical procedures), potential increases in the uninsured and underinsured populations, increased adoption of health plan structures that shift financial responsibility to patients and increased difficulties in collecting patient receivables for copayment and deductible amounts.
+Added: Other risks we face during periods of economic weakness and high unemployment include potential declines in the population covered under managed care agreements, increased patient decisions to postpone or cancel elective and nonemergency health care procedures (including delaying surgical procedures), potential increases in the uninsured and underinsured populations, increased adoption of health plan structures that shift financial responsibility to patients and increased difficulties in collecting patient receivables for copayment and deductible amounts.
Compliance Program
9 unchanged sentences
Environmental Matters
−Removed: We are subject to various federal, state and local statutes and ordinances regulating the discharge of materials into the environment.
+Added: We are subject to various federal, state and local statutes and ordinances and other laws regulating the discharge of materials into the environment.
We do not believe that we will be required to expend any material amounts in order to comply with these laws and regulations as presently in effect.
3 unchanged sentences
• Managing energy and water responsibly,
−Removed: • Enhancing our climate resilience,
+Added: • Preparing for weather impacts,
• Sourcing and consuming efficiently, and
• Managing the environmental impact of our capital programs.
−Removed: We are pursuing a plan to reduce our scope 1 and scope 2 greenhouse gas emissions by 2030 in line with the Paris Agreement 1.5℃ emissions reduction goal.
−Removed: Our initiatives contemplate operational changes intended to reduce energy consumption, including by accelerating related capital investments, new technology pilots, renewable energy contracting and investments, and medical gas initiatives.
−Removed: In 2021, we baselined our scope 1 and scope 2 greenhouse gas emissions for 2020, and we are updating those calculations annually to measure trends in our greenhouse gas emissions.
−Removed: In 2023, we measured our 2021 scope 3 greenhouse gas emissions for the first time for the purchased goods and services category and the capital goods category.
−Removed: These two categories comprise the majority of our scope 3 emissions.
−Removed: In 2022, we released our inaugural Task Force on Climate-related Financial Disclosures (“TCFD”) report to provide additional insight into our commitment to improving our environmental impact and strengthening our climate resilience to support the communities we serve.
−Removed: The report follows TCFD guidance and outlines the ways we are integrating climate-related risks and opportunities into our governance structure, our risk management and strategy development processes, and how we establish and track climate-related metrics and objectives.
−Removed: We plan to continue following established guidelines to assess and better understand the physical and transition risks from climate change that we believe most significantly impact our operations.
+Added: Our initiatives contemplate operational changes intended to reduce energy consumption, including by accelerating related capital investments, new technology pilots, energy contracting and investments, and medical gas initiatives.
We have also integrated climate-related risk assessment into our established enterprise risk management function.
−Removed: While we currently believe that compliance with existing environmental laws and regulations does not have a material impact on our operations, changes in consumer preferences and additional legislation or regulatory requirements, including those associated with efforts to transition to a low-carbon economy, may increase costs associated with compliance, the operation of our facilities and supplies.
+Added: While we currently believe that compliance with existing environmental laws and regulations does not have a material impact on our operations, changes in consumer preference and legislation or regulatory requirements, including
+Added: those associated with efforts to transition to a low-carbon economy, may increase costs associated with compliance, the operation of our facilities and supplies.
As is typical in the health care industry, we are subject to claims and legal actions by patients in the ordinary course of business.
4 unchanged sentences
Human Capital Resources
−Removed: Our workforce is comprised of approximately 310,000 employees (as of December 31, 2023), including approximately 90,000 part-time and PRN employees (references herein to “employees” refer to employees of our affiliates).
+Added: Our workforce consists of approximately 316,000 employees (as of December 31, 2024), including approximately 90,000 part-time and PRN employees (references herein to “employees” or “colleagues” refer to employees of our affiliates).
Our Board of Directors and its committees oversee human capital matters through regular reporting from management and advisors.
−Removed: Diversity, Equity and Inclusion
−Removed: We are committed to fostering a culture of inclusion that embraces and supports our patients, colleagues, partners, physicians and communities.
−Removed: Our domestic workforce is comprised of approximately 78% women and 45% people of color.
+Added: Culture and Values
+Added: We believe HCA Healthcare’s culture helps drive our success.
+Added: We strive to foster a culture of compassion and respect, across our system, to provide high-quality care for our patients, unlock opportunities for our colleagues and improve the health of our communities.
Our policies prohibit discrimination on the basis of age, gender, disability, race, color, ancestry, citizenship, religion, pregnancy, sexual orientation, gender identity or expression, national origin, medical condition, marital status, veteran status, payment source or ability, or any other basis prohibited by federal, state or local law.
−Removed: We are dedicated to being an employer of choice.
−Removed: We seek to recruit diverse candidates at all stages of their careers and through a variety of venues and programs.
−Removed: Our Chief Diversity Officer leads a team that is responsible for advancing diversity, equity and inclusion (“DEI”) initiatives across the Company.
−Removed: Our Executive DEI Council, sponsored by our Chief Executive Officer and comprised of executive leaders from the Company, champions DEI across the Company and informs strategic decisions towards DEI objectives.
−Removed: In addition to the Executive DEI Council, we have implemented division DEI Councils comprised of diversity leaders and facility representatives and added division-based DEI leaders to support local deployment of DEI strategies and programs across the enterprise.
−Removed: We have established nine employee resource groups to provide colleagues opportunities to convene around shared experiences, including groups for Black colleagues, women, young professionals, LGBTQ+, Hispanic and Asian colleagues, veterans, colleagues with disabilities and a group focused on mental health and wellness – each with a senior leader serving as executive sponsor.
−Removed: The Company remains focused on supporting leadership development and advancement opportunities for all of its employees, and as part of that overarching commitment, has established programs which develop leadership skills and provide mentorship opportunities for Black, Asian, and Hispanic leaders at the manager level and above.
−Removed: The Company’s Corporate Governance Guidelines reinforce its commitment to diversity by requiring the initial pool of candidates from which the Nominating and Corporate Governance Committee may recommend director nominees to include qualified female and racially/ethnically diverse candidates and the Nominating and Corporate Governance
−Removed: Committee to request that any third-party search firm that it engages to identify such candidates to include qualified female and racially/ethnically diverse candidates in such initial pool.
−Removed: We encourage you to review the “Diversity, Equity and Inclusion” section of our website, which includes our EEO-1 data, as well as our 2023 Impact Report (available at www.hcahealthcareimpact.com) for more detailed information regarding our DEI and pay equity programs and initiatives.
−Removed: Nothing on our website, including our 2023 Impact Report or sections thereof, shall be deemed incorporated by reference into this annual report on Form 10-K.
−Removed: Compensation and Benefits
−Removed: To recruit and retain a highly qualified and diverse workforce, we design competitive compensation and benefits programs to attract, retain, recognize and reward the performance of our employees.
−Removed: These programs (which vary by location) include an Employee Stock Purchase Plan, a 401(k) Plan, health care and insurance benefits, flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, employee assistance and wellbeing programs, tuition and student loan payment assistance and on-site services, such as cafeterias and fitness centers, among many others.
+Added: We encourage you to review our 2024 Impact Report (available at www.hcahealthcareimpact.com) for more detailed information regarding how we foster care and respect for our patients and colleagues.
+Added: Nothing on our website, including our annual Impact Report or sections thereof, shall be deemed incorporated by reference into this annual report on Form 10-K.
Recruitment and Workforce Development
−Removed: We continue to invest in numerous initiatives to attract and acquire the talent needed to deliver on our mission and business objectives.
−Removed: We are working within our communities to expand access to health care programs and careers, including our expansion of Galen College of Nursing, to specifically address the growing nursing shortage.
−Removed: We are broadening our access to talent through early outreach programs, internships, career paths, and college and diversity recruitment efforts.
+Added: We are dedicated to being an employer of choice and seek to recruit candidates through a variety of venues and programs.
+Added: We continue to invest in expanding access to high-quality health care and addressing nursing and physician shortages through Galen College of Nursing and graduate medical education.
+Added: Additionally, we are developing enterprise-wide, colleague-facing upskilling programs as well as partnering with academic institutions to create training programs that bolster the allied health talent pipeline.
+Added: Engagement, Retention and Talent Development
+Added: We believe that excellent people make excellence happen and are committed to selecting and supporting colleagues who can bring our mission to life.
+Added: We regularly connect with our colleagues, capturing their feedback through rounding, advisory groups, governance councils and surveys, and strive to take appropriate action on identified opportunities.
+Added: We also have programs designed to support our colleagues throughout their career journey.
+Added: By providing education, training and benefits like tuition reimbursement and student loan repayment assistance we help our colleagues fully realize their potential.
+Added: We are committed to developing leaders who support our culture and help us work to grow our business and lead the industry.
+Added: Through the award-winning HCA Healthcare Leadership Institute, we seek to develop the capabilities of our leaders, building and strengthening our talent pipeline.
+Added: Our commitment to leadership development and succession planning is a foundation from which we seek to expand our impact on the communities we serve.
+Added: Compensation and Benefits
+Added: To recruit and retain a highly qualified workforce, we design competitive compensation and benefits programs to attract, retain, recognize and reward the performance of our employees.
+Added: These programs (which vary by location) include incentive programs, an employee stock purchase plan, a 401(k) plan, health care and insurance benefits, flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, employee assistance and well-being programs, volunteer opportunities, and tuition and student loan payment assistance.
+Added: Health, Safety and Wellness
+Added: We focus on supporting colleagues in ways that we believe have a positive impact on their physical, mental and financial health so they can take care of themselves, their families, their patients and each other.
+Added: These resources and programs include counseling, fertility and menopause care, financial and retirement planning, consumer discounts and insurance, and family benefits.
Serving the Community
1 unchanged sentence
We provide opportunities for our colleagues to get involved and be a part of something bigger than our organization.
−Removed: By joining forces with other leading organizations, we believe our collective talents and work has an impact that is only possible when we work together.
−Removed: Through research, partnerships, leadership and investments, we are tackling problems in our communities and throughout the health care industry, from disaster relief to environmental sustainability to new innovations.
−Removed: We also support the HCA Healthcare Foundation, whose mission is to promote health and wellbeing and strive to make a positive impact in all the communities HCA Healthcare serves by providing leadership, service and financial support to effective non-profit organizations.
−Removed: Culture and Talent Development
−Removed: HCA Healthcare’s culture is critical to our success.
−Removed: We seek to instill a culture across our system that includes making a positive impact on our patients, communities and each other, and nurture that culture through inclusion, compassion and respect.
−Removed: To assess and improve employee retention and engagement, we connect with our colleagues in several ways to listen to and respond to their concerns, including employee rounding, employee advisory groups and governance councils, and colleague surveys throughout the year.
−Removed: We have expanded our efforts to improve our colleagues’ engagement by focusing on the vital behavior of personal connection through care, support and growth to better respond to the needs of our colleagues.
−Removed: By providing education, training and opportunities to grow as clinicians and leaders, we seek to support our colleagues throughout their career journey.
−Removed: We also support our colleagues’ development through programs such as tuition assistance, student loan payment assistance, clinical training and certification.
−Removed: We are highly committed to developing leaders who support our culture, grow our business and lead the industry.
−Removed: We invest in award winning programs offered through the HCA Healthcare Leadership Institute where we develop the capabilities of our current leaders and build our pipeline for the future.
−Removed: These programs are designed to assess, develop and advance leaders at all levels from supervisory to executive.
−Removed: Our commitment to leadership development and succession planning creates the platform for which we continue to deliver on our mission and grow our business.
−Removed: Health, Safety and Wellness
−Removed: We focus on supporting employees in ways that have a positive impact on their physical, mental and financial health so they can take care of themselves, their families, their patients and each other.
−Removed: We provide our employees and their families with access to a variety of health and wellness programs that can help with burnout, stress, depression, anxiety, and other health concerns as well as relationship issues, career development, work challenges, retirement planning and financial support.
−Removed: For 2023, this included the following touchpoints:
−Removed: • Approximately 55,800 visits to the online Wellbeing Hub website;
−Removed: • More than 7,000 calls to the Nurse Care help line;
−Removed: • Approximately 17,100 interactions with Optum Wellbeing Services.
+Added: By joining forces with other leading organizations, we believe our collective talents and work have an impact that is only possible when we work together.
+Added: Through research, partnerships, leadership and investments, we are tackling problems in our communities and throughout the health care industry.
+Added: We also support the HCA Healthcare Foundation in promoting health and wellbeing in the communities HCA Healthcare serves through leadership, service and financial support to non-profit organizations.
Labor Matters
1 unchanged sentence
At December 31, 2024, certain employees at 35 of our domestic hospitals are represented by various labor unions.
−Removed: No union elections occurred at any of our domestic facilities in 2023.
−Removed: One election was held in January 2024 that resulted in the addition of a number of employees to an existing bargaining unit at one of our facilities in Nevada.
−Removed: There are no other elections scheduled to be held in 2024.
+Added: Three elections were held in 2024 that resulted in the addition of a number of employees to existing bargaining units at three of our facilities in California and Nevada.
+Added: One election was held in 2024 that resulted in our employees choosing not to unionize at one of our facilities in Colorado, and there was another election in 2024 to remove union representation at one of our facilities in Texas.
+Added: There are no elections scheduled to be held in 2025.
It is possible that employees at additional hospitals may unionize in the future, or employees currently represented by labor unions may choose to reject that representation.
8 unchanged sentences
Our facilities, like most health care facilities, have experienced challenges related to labor costs and turnover.
−Removed: Nurse and medical support personnel availability and retention can present significant operating issues for health care providers such as the Company, including capacity and growth constraints, reduced patient satisfaction, reduced physician satisfaction, impact on services offered and increased costs, among others.
+Added: Nurse and medical support personnel availability and retention can present significant operating issues for our hospitals and other facilities, including capacity and growth constraints, reduced patient satisfaction, reduced physician satisfaction, impact on services offered and increased costs.
To address these challenges, we implemented several initiatives to improve retention, recruiting, compensation programs and productivity.
−Removed: While these efforts moderated the impact of these challenges to the Company in 2023, there can be no assurance we will not experience operating issues due to the costs and availability of nurse and medical support personnel in the future.
+Added: While these efforts alleviated some of the competitive pressures our hospitals and facilities faced in 2024, there can be no assurance we will not experience operating issues due to the costs and availability of nurse and medical support personnel in the future.
We may be required to enhance wages and benefits to recruit and retain nurses and other medical support personnel and to utilize more expensive temporary or contract personnel.
As a result, our labor costs could increase at rates in excess of historical levels.
−Removed: We also depend on the available labor pool of employees in each of the markets in which we operate to fill other necessary positions.
+Added: We also depend on the available labor pool of employees in each of the markets in which we operate
+Added: to fill other necessary positions.
If there is additional union organizing activity or a significant portion of our employee base unionizes, our costs could increase.
In addition, we operate in states that have adopted mandatory nurse-staffing ratios or mandate staffing committees to develop staffing plans.
−Removed: If these states reduce mandatory nurse to patient ratios or additional states in which we operate adopt mandatory nurse to patient ratios or other measures to regulate staffing, such changes could significantly affect labor costs and have an adverse impact on revenues if we are required to limit patient admissions in order to comply.
+Added: If these states reduce mandatory nurse to patient ratios or additional states in which we operate adopt mandatory nurse to patient ratios or other measures to regulate staffing, our compliance with such measures could significantly affect labor costs and have an adverse impact on revenues if we are required to limit patient admissions to comply.
The inability to attract, retain and utilize sufficient, quality clinical and non-clinical personnel could impair our capacity, ability to grow and results of operations.
2 unchanged sentences
Chief Executive Officer and Director
−Removed: President — American Group
Senior Vice President and Chief Human Resources Officer
−Removed: Senior Vice President — Internal Audit Services
−Removed: Senior Vice President — Government Relations
Executive Vice President and Chief Clinical Officer
Executive Vice President and Chief Operating Officer
−Removed: President — Atlantic Group
−Removed: Senior Vice President — Finance
−Removed: Senior Vice President and Chief Legal Officer
−Removed: President — National Group
−Removed: Senior Vice President and Chief Nurse Executive
−Removed: Senior Vice President — Marketing and Communications
Executive Vice President and Chief Financial Officer
−Removed: Senior Vice President and Chief Development Officer
−Removed: Senior Vice President — Payer Contracting and Alignment
−Removed: Senior Vice President and Chief Information Officer
−Removed: Senior Vice President and Chief Ethics and Compliance Officer
−Removed: Christopher F.
−Removed: Senior Vice President and Controller
+Added: Executive Vice President - Chief Legal and Administrative Officer
+Added: Senior Vice President and Chief Nurse Executive
Hazen has served as Chief Executive Officer since January 2019 and was appointed as a director in September 2018.
6 unchanged sentences
and Galen Health Care, Inc.
−Removed: Akdamar was appointed President – American Group effective January 1, 2023.
−Removed: Akdamar previously served as President of the North Texas Division from October 2013 to December 2022.
−Removed: Prior to that, he served as CEO of Medical City Dallas Hospital in Dallas, Texas from 2010 to 2013 and CEO of St.
−Removed: David’s South Austin Medical Center in Austin, Texas from 2004 to 2010.
−Removed: Akdamar began his career with HCA in 1993 with Rapides Regional Medical Center.
Berres was appointed Senior Vice President and Chief Human Resources Officer effective November 1, 2019.
Berres joined HCA in 1993 and served in various capacities, including as Vice President — Human Resources from April 2013 through October 2019.
−Removed: Billington was appointed Senior Vice President — Internal Audit Services effective January 1, 2019.
−Removed: Billington previously served as Vice President — Corporate Internal Audit from June 2005 to December 2018.
−Removed: Prior to joining HCA, Mr.
−Removed: Billington worked as a managing director for FTI Consulting, Inc., a director for KPMG LLP and was a senior manager at Arthur Andersen LLP.
−Removed: Cohen was appointed Senior Vice President — Government Relations effective October 1, 2019.
−Removed: Prior to joining HCA, Mr.
−Removed: Cohen spent 20 years with the Federation of American Hospitals, most recently as Executive Vice President of Public Affairs, where he managed all advocacy, public affairs and communications for the association.
was appointed Executive Vice President and Chief Clinical Officer effective January 1, 2022.
13 unchanged sentences
Foster served in various executive capacities within the Baptist Health System in Knoxville, Tennessee and The Methodist Hospital System in Houston, Texas.
−Removed: Hammett was appointed President — Atlantic Group effective January 1, 2023.
−Removed: Hammett previously served as President of the North Florida Division from June 2020 to December 2022.
−Removed: Prior to that, he served as President and CEO of Swedish Medical Center in Englewood, Colorado from 2015 to 2020.
−Removed: Prior to that time, Mr.
−Removed: Hammett held numerous leadership positions within HCA Healthcare, including serving as president and chief executive officer of The Medical Center of Aurora in Aurora, Colorado and chief operating officer and interim CEO of St.
−Removed: David’s Medical Center in Austin, Texas.
−Removed: Marks was appointed Senior Vice President — Finance effective January 1, 2023.
−Removed: Marks previously served as Vice President — Financial Operations Support from March 2021 to December 2022.
−Removed: Prior to that time, he served as CFO of the National Group from December 2008 to February 2021 and CFO of the West Florida Division from January 2006 to November 2008.
+Added: Marks was appointed Executive Vice President and Chief Financial Officer, effective May 1, 2024.
+Added: He previously served as Senior Vice President — Finance from January 2023 through April 2024.
+Added: Marks served as Vice President — Financial Operations Support from March 2021 through December 2022.
+Added: Prior to that time, he served as CFO of the National Group from December 2008 to February 2021 and CFO of the West Florida Division from July 2004 to November 2008.
Marks joined HCA Healthcare in 1996.
−Removed: McAlevey was appointed Senior Vice President and Chief Legal Officer in January 2022.
+Added: McAlevey was appointed Executive Vice President – Chief Legal and Administrative Officer of the Company, effective April 1, 2024.
+Added: McAlevey previously served as Senior Vice President and Chief Legal Officer from January 2022 through March 2024.
Prior to joining HCA, Mr.
−Removed: McAlevey served in senior legal and executive roles at General Electric, most recently as Vice President, General Counsel and Business Development Leader for GE Healthcare since 2018.
−Removed: Prior to that, he served as General Counsel and Business Development Leader for GE Aviation from 2011 to 2018 and Chief Corporate, Securities and Finance Counsel for GE from 2003 to 2011.
+Added: McAlevey served in senior legal and executive roles at General Electric, most recently as Vice President, General Counsel and Business Development Leader for GE
+Added: Healthcare since 2018.
+Added: Prior to that, he served as General Counsel and Business Development Leader for GE Aerospace from 2011 to 2018 and Chief Corporate, Securities and Finance Counsel for GE from 2003 to 2011.
Before joining GE, Mr.
McAlevey served as Deputy Director of the United States Securities and Exchange Commission’s Division of Corporation Finance from 1998 to 2002.
−Removed: McManus was appointed President — National Group effective January 1, 2023.
−Removed: McManus previously served as President of the Capital Division from August 2016 to December 2022.
−Removed: McManus joined HCA Healthcare in 2007 and served as CEO of Chippenham and Johnston-Willis Medical Center in Richmond, Virginia from June 2012 to July 2016, CEO of Reston Medical Center in Reston, Virginia from June 2010 to June 2012 and CEO of Garden Park Medical Center in Gulfport, Mississippi from September 2007 to May 2010.
Mosier was appointed Senior Vice President and Chief Nurse Executive effective December 1, 2021.
Mosier joined HCA in 1996 as a medical-surgical bedside nurse at Frankfort Regional Medical Center and has held progressive leadership roles, including as Vice President and Assistant Chief Nursing Executive — Clinical Services Group from 2019 to 2021.
−Removed: Reiner was appointed Senior Vice President — Marketing and Communications in October 2017.
−Removed: Prior to that time, she served as Vice President of Marketing and Customer Relationship Management from August 2017 to October 2017 and Vice President of Customer Relationship Management from January 2012 to August 2017.
−Removed: Reiner joined the Company in 2000 and served in various roles with the Company’s Mountain Division from 2000 to 2012.
−Removed: Rutherford has served as Executive Vice President and Chief Financial Officer since January 2014.
−Removed: Rutherford previously served as Chief Operating Officer of the Company’s Clinical and Physician Services Group from January 2011 to January 2014 and Chief Financial Officer of the Company’s Outpatient Services Group from November 2008 to January 2011.
−Removed: Prior to that time, Mr.
−Removed: Rutherford was employed by Summit Consulting Group of Tennessee from July 2007 to November 2008 and was Chief Operating Officer of Psychiatric Solutions, Inc.
−Removed: from March 2006 to June 2007.
−Removed: Rutherford also previously served in various positions with the Company from 1986 to 2005, including Chief Financial Officer of what was then the Company’s Eastern Group, Director of Internal Audit and Director of Operations Support.
−Removed: Sowell, III was appointed as Senior Vice President and Chief Development Officer in December 2009.
−Removed: From 1987 to 1996 and again from 1999 to 2009, Mr.
−Removed: Sowell was a partner at the law firm of Waller Lansden Dortch & Davis where he specialized in the areas of health care law, mergers and acquisitions, joint ventures, private equity financing, tax law and general corporate law.
−Removed: He also co-managed the firm’s corporate and commercial transactions practice.
−Removed: From 1996 to 1999, Mr.
−Removed: Sowell served as the head of development, and later as the Chief Operating Officer of Arcon Healthcare.
−Removed: Torres was appointed Senior Vice President — Payer Contracting and Alignment (formerly Senior Vice President — Employer and Payer Engagement) in July 2016.
−Removed: Torres joined HCA in 1993 and served in various capacities, including as Vice President of Employer and Payer Engagement and Vice President — Strategy.
−Removed: Wasserman was appointed Senior Vice President and Chief Information Officer effective February 1, 2024.
−Removed: Prior to that time, he served as Senior Vice President and Chief Operating Officer – Information Technology Group since July 2023.
−Removed: Wasserman joined HCA Healthcare in 1996 and has served in a variety of other leadership positions, including Vice President – IT&S Service Lines & Corporate Solutions from 2022 to 2023, Vice President of Digital Patient Experience from 2020 to 2022, Vice President – IT&S Infrastructure Services & Operations from 2017 to 2020 and Chief Information Officer of Parallon Business Performance Group from 2013 to 2017.
−Removed: Whalen was appointed Senior Vice President and Chief Ethics and Compliance Officer effective January 1, 2019.
−Removed: Prior to that time, Ms.
−Removed: Whalen served as Vice President — Ethics and Compliance from August 2013 through December 2018 and Assistant Vice President — Ethics and Compliance Program Development from March 2000 through July 2013.
−Removed: Prior to joining HCA in January 1998, Ms.
−Removed: Whalen served as Associate Counsel to President Clinton with responsibility for the White House’s ethics program.
−Removed: She began her government service in the ethics division of the General Counsel’s Office at the U.S.
−Removed: Commerce Department.
−Removed: Prior to that, she practiced labor and employment law in Dayton, Ohio.
−Removed: Christopher F.
−Removed: Wyatt was appointed Senior Vice President and Controller in April 2016.
−Removed: Prior to that time, Mr.
−Removed: Wyatt served the Company as Vice President and Chief Financial Officer — IT&S from January 2013 to April 2016 and Chief Financial Officer — Clinical Services Group from October 2010 until January 2013.
−Removed: From 2000 to 2010, Mr.
−Removed: Wyatt served in various capacities with Ernst & Young LLP.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.