What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-16 · 177 added, 154 removed, 1141 unchanged (22% of the section changed)

51 unchanged sentences

We have a Code of Conduct which is applicable to all our directors, officers and employees (the “Code of Conduct”).

The Code of Conduct is available on the Ethics and Compliance and Corporate Governance pages of our website at www.hcahealthcare.com.

The Code of Conduct is available on the Ethics and Compliance and Governance Documents pages of our website at www.hcahealthcare.com.

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

Our Code of Conduct is available free of charge upon request to our Investor Relations Department, HCA Healthcare, Inc., One Park Plaza, Nashville, TN 37203.

We have adopted a securities trading policy (the “Securities Trading Policy”) that governs the purchase, sale and/or other dispositions of our securities by all directors, officers and employees of the Company or any of our affiliates and subsidiaries, and by the Company itself.

We believe that the Securities Trading Policy and related practices in respect of Company transactions are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.

A copy of our Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Executive Compensation

5 unchanged sentences

(Share and share unit amounts in millions)

Plan Category

Number of securities

19 unchanged sentences

(2) Includes 7.316 million shares available for future grants under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates, 3.784 million shares of common stock reserved for future issuance under the HCA Holdings, Inc.

Employee Stock Purchase Plan and 10.000 million shares of common stock reserved for future issuance under the HCA Healthcare, Inc.

and its Affiliates and 9.618 million shares of common stock reserved for future issuance under the HCA Healthcare, Inc.

2023 Employee Stock Purchase Plan.

55 unchanged sentences

Joinder Agreement No.

9, dated as of October 8, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 10, 2019, and incorporated herein by reference).

9, dated as of October 8, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the

lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 10, 2019, and incorporated herein by reference).

Joinder Agreement No.

35 unchanged sentences

Additional General Intercreditor Agreement, dated as of February 16, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed February 16, 2012, and incorporated herein by reference).

Additional Receivables Intercreditor Agreement, dated as of February 16, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed February 16, 2012, and incorporated herein by reference).

Additional Receivables Intercreditor Agreement, dated as of February 16, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral

Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed February 16, 2012, and incorporated herein by reference).

Additional General Intercreditor Agreement, dated as of October 23, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed October 23, 2012, and incorporated herein by reference).

14 unchanged sentences

Fourth Supplemental Indenture, dated as of November 14, 2006, by and between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 16, 2006, and incorporated herein by reference).

Form of 7.5% Debenture due 2023 (filed as Exhibit 4.17 to the Company’s Registration Statement on Form S-4 (File No.

333-145054), and incorporated herein by reference).

Form of 8.36% Debenture due 2024 (filed as Exhibit 4.18 to the Company’s Registration Statement on Form S-4 (File No.

333-145054), and incorporated herein by reference).

Form of Fixed Rate Global Medium-Term Note (filed as Exhibit 4.19 to the Company’s Registration Statement on Form S-4 (File No.

15 unchanged sentences

Supplemental Indenture No.

8, dated as of March 17, 2014, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 21, 2014, and incorporated herein by reference).

Form of 5.00% Senior Secured Notes due 2024 (included in Exhibit 4.26).

Additional Receivables Intercreditor Agreement, dated as of March 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed March 21, 2014, and incorporated herein by reference).

Supplemental Indenture No.

10, dated as of October 17, 2014, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 17, 2014, and incorporated herein by reference).

Form of 5.25% Senior Secured Notes due 2025 (included in Exhibit 4.24).

Additional Receivables Intercreditor Agreement, dated as of October 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed October 17, 2014, and incorporated herein by reference).

Supplemental Indenture No.

7 unchanged sentences

Supplemental Indenture No.

14, dated as of December 8, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust

Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed December 8, 2015, and incorporated herein by reference).

14, dated as of December 8, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed December 8, 2015, and incorporated herein by reference).

Supplemental Indenture No.

1 unchanged sentence

Form of 5.250% Senior Secured Notes due 2026 (included in Exhibit 4.32).

Additional Receivables Intercreditor Agreement, dated as of March 15, 2016, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed March 15, 2016, and incorporated herein by reference).

Supplemental Indenture No.

1 unchanged sentence

Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.34).

Additional Receivables Intercreditor Agreement, dated as of August 15, 2016, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed August 15, 2016, and incorporated herein by reference).

Supplemental Indenture No.

1 unchanged sentence

Supplemental Indenture No.

18, dated as of June 22, 2017, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 22, 2017, and incorporated herein by reference).

18, dated as of June 22, 2017, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank

Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 22, 2017, and incorporated herein by reference).

Form of 5.500% Senior Secured Notes due 2047 (included in Exhibit 4.37).

Additional Receivables Intercreditor Agreement, dated as of June 22, 2017, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed June 22, 2017, and incorporated herein by reference).

Supplemental Indenture No.

7 unchanged sentences

Supplemental Indenture No.

22, dated as of January 30, 2019, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas,

as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 30, 2019, and incorporated herein by reference).

22, dated as of January 30, 2019, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 30, 2019, and incorporated herein by reference).

Form of 5.875% Senior Notes Due 2029 (included in Exhibit 4.44).

8 unchanged sentences

Form of 5 1/4% Senior Secured Notes due 2049 (included in Exhibit 4.48).

Additional Receivables Intercreditor Agreement, dated as of June 12, 2019, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference).

Supplemental Indenture No.

7 unchanged sentences

Form of 3 1/2% Senior Secured Notes Due 2051 (included in Exhibit 4.55).

Additional Receivables Intercreditor Agreement, dated as of June 30, 2021, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).

Supplemental Indenture No.

3 unchanged sentences

Supplemental Indenture No.

31, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank

Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference).

31, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference).

Supplemental Indenture No.

7 unchanged sentences

Form of 4 5/8% Senior Secured Notes due 2052 (included in Exhibit 4.62).

Additional Receivables Intercreditor Agreement, dated as of March 9, 2022, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.15 to the Company’s Current Report on Form 8-K filed March 10, 2022, and incorporated herein by reference).

Registration Rights Agreement, dated as of March 9, 2022, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein and Citigroup Global Markets Inc., BofA Securities, Inc., J.P.

10 unchanged sentences

Form of 5.900% Senior Notes due 2053 (included in Exhibit 4.71).

Supplemental Indenture No.

37, dated as of February 23, 2024, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 23, 2024, and incorporated herein by reference).

Supplemental Indenture No.

38, dated as of February 23, 2024, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 23, 2024, and incorporated herein by reference).

Supplemental Indenture No.

39, dated as of February 23, 2024, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 23, 2024, and incorporated herein by reference).

Supplemental Indenture No.

40, dated as of February 23, 2024, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on February 23, 2024, and incorporated herein by reference).

Form of 5.450% Senior Notes due 2031(included in Exhibit 4.75).

Form of 5.600% Senior Notes due 2034 (included in Exhibit 4.76).

Form of 6.000% Senior Notes due 2054 (included in Exhibit 4.77).

Form of 6.100% Senior Notes due 2064 (included in Exhibit 4.78).

Supplemental Indenture No.

41, dated as of August 12, 2024, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 12, 2024, and incorporated herein by reference).

Supplemental Indenture No.

42, dated as of August 12, 2024, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 12, 2024, and incorporated herein by reference).

Supplemental Indenture No.

43, dated as of August 12, 2024, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on August 12, 2024, and incorporated herein by reference).

Form of 5.450% Senior Notes due 2034 (included in Exhibit 4.84).

Form of 5.950% Senior Notes due 2054 (included in Exhibit 4.85).

Form of Indemnity Agreement with certain officers and directors (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (File No.

12 unchanged sentences

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 14, 2012, and incorporated herein by reference).*

Form of 2014 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.17(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference).*

Retirement Agreement, dated as of January 1, 2002, by and between the Company and Thomas F.

48 unchanged sentences

and its Affiliates, as Amended and Restated (filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).*

Form of 2019 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).*

Form of 2020 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

18 unchanged sentences

and its Affiliates (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).*

HCA Healthcare, Inc.

2021 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 9, 2021, and incorporated herein by reference).*

Form of 2022 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

13 unchanged sentences

Form of 2024 Stock Appreciation Right Award Agreement under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference).*

Form of 2024 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference).*

HCA Healthcare, Inc.

2024 Executive Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2024, and incorporated herein by reference).*

Form of 2025 Stock Appreciation Right Award Agreement under the 2020 Stock Incentive Plan for

Key Employees of HCA Healthcare, Inc.

and its Affiliates.*

1 unchanged sentence

and its Affiliates.*

HCA Healthcare, Inc.

Securities Trading Policy.

List of Subsidiaries.

6 unchanged sentences

HCA Healthcare, Inc.

Compensation Recoupment Policy.

Compensation Recoupment Policy (filed as Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference).

The following financial information from our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 13, 2025, formatted in Extensible Business Reporting Language (XBRL):

13 unchanged sentences

February 13, 2025

/S/ W ILLIAM B.

/S/ M ICHAEL A.

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer and

(Principal Financial Officer)

February 13, 2025

/S/ C HRISTOPHER F.

Senior Vice President and

(Principal Accounting Officer)

February 13, 2025

Christopher F.

/S/ T HOMAS F.

50 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

Revenue Recognition – Contractual Adjustments and Implicit Price Concessions

Description of the Matter

1 unchanged sentence

As discussed in Note 1 to the consolidated financial statements, revenues are based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers.

Estimates of contractual adjustments under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements.

Management continually reviews the contractual adjustments estimation process to consider and incorporate the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.

Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured and other discounts).

Estimates of contractual adjustments under managed care and commercial insurance plans and government payor programs are based upon the payment terms specified in the related contractual agreements or provided by government payor programs.

Management continually reviews the contractual adjustments estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.

Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have healthcare coverage may have discounts applied (uninsured and other discounts).

The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues and accounts receivable at the estimated amounts the Company expects to collect.

The primary collection risks relate to uninsured patient accounts, including amounts owed from patients after insurance has paid the amounts covered by the applicable agreement.

The primary collection risks relate to uninsured patient accounts, including amounts owed from patients after insurance has paid the amounts covered by the applicable agreement or program.

Implicit price concessions relate primarily to amounts due directly from patients and are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators.

4 unchanged sentences

For example, we tested management’s internal controls over the key data inputs to the contractual adjustments and implicit price concession models, significant assumptions underlying management’s models, and management’s internal controls over retrospective reviews of historical reserve accuracy.

To test the estimated contractual adjustments and implicit price concessions, we performed audit procedures that included, among others, assessing methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates.

To test the estimated contractual adjustments and implicit price concessions, we performed audit procedures that included, among others, assessing the methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates.

We compared the significant assumptions used by management to historical assumptions and to current industry and economic trends and considered changes, if any, to the Company’s business and other relevant factors.

We also assessed the historical accuracy of management’s estimates as a source of potential corroborative or contrary evidence.

Professional Liability Claims

Professional Liability and Related Provision

Description of the Matter

3 unchanged sentences

Trends in the average frequency (number of claims) and ultimate average severity (cost per claim) of claims are significant assumptions in estimating the reserves.

Auditing management’s professional liability claims reserves was complex and judgmental due to the significant estimations required in determining the reserves, particularly the actuarial analyses and assumptions related to the effects of trends in average severity and frequency of claims.

How We Addressed the

2 unchanged sentences

For example, we tested internal controls over management’s review of the actuarial analyses, the significant assumptions, and the completeness and accuracy of claims data used in the reserve estimation process.

To test the Company’s determination of the estimated professional liability expense and reserves, we performed audit procedures that included, among others, testing the completeness and accuracy of underlying claims data used by the Company and its actuaries in its determination of reserves and reviewing the Company’s insurance contracts by policy year to validate self-insured limits, deductibles and coverage limits.

To test the Company’s determination of the estimated professional liability expense and reserves, we performed audit procedures that included, among others, testing the completeness and accuracy of underlying claims data used by the Company and its actuaries in its determination of reserves and reviewing the Company’s insurance contracts to validate self-insured limits, deductibles and coverage limits.

Additionally, with the involvement of our actuarial specialists, we performed audit procedures that included, among others, assessing the actuarial analyses performed by management and its actuaries, testing the significant assumptions including consideration of Company-specific claim reporting and payment data, assessing the accuracy of management’s historical reserve estimates, and developing an independent range of reserves for comparison to the Company’s recorded amounts.

85 unchanged sentences

Balances, December 31, 2021

Comprehensive income

Comprehensive income (loss)

Repurchase of common stock

4 unchanged sentences

Balances, December 31, 2022

Comprehensive income (loss)

Comprehensive income

Repurchase of common stock

112 unchanged sentences

We provide discounts to uninsured patients who do not qualify for Medicaid or charity care.

We may attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care.

We may provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care.

If an uninsured patient does not qualify for these programs, the uninsured discount is applied.

26 unchanged sentences

Recent Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires enhanced disclosures for significant segment expenses.

ASU 2023-07 is effective for public business entities for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025.

We plan to adopt ASU 2023-07 on the respective annual and interim effective dates applying a retrospective approach to all prior periods presented in the financial statements.

We do not believe the adoption of this new standard will have a material effect on our disclosures.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced annual disclosures for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state and foreign taxes.

ASU 2023-09 is effective for public business entities for annual periods beginning on January 1, 2025.

ASU 2023-09 is effective for public business entities for annual periods beginning on or after December 15, 2024.

We plan to adopt ASU 2023-09 effective January 1, 2025 applying a retrospective approach to all prior periods presented in the financial statements.

7 unchanged sentences

Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

Our cash management system provides for daily investment of available balances and the funding of outstanding checks when presented for payment.

Outstanding, but unpresented, checks totaling $ 600 million and $ 656 million at December 31, 2023 and 2022 , respectively, have been included in “accounts payable” in the consolidated balance sheets.

Upon presentation for payment, these checks are funded through available cash balances or our credit facility.

Accounts Receivable

3 unchanged sentences

Days revenues in accounts receivable were 54 days, 53 days and 53 days at December 31, 2024, 2023 and 2022 , respectively.

Changes in general economic conditions, patient accounting service center operations, payer mix, payer claim processing, or federal or state governmental health care coverage could affect our collection of accounts receivable, cash flows and results of operations.

Changes in general economic conditions, revenue cycle service center operations, payer mix, payer claim processing, or federal or state governmental health care coverage could affect our collection of accounts receivable, cash flows and results of operations.

Inventories are stated at the lower of cost (first-in, first-out) or market.

47 unchanged sentences

Provisions for losses related to professional liability risks are based upon actuarially determined estimates.

We recorded an increase to the provision for professional liability risks of $ 40 million during 2023 and reductions to the provision for professional liability risks of $ 55 million and $ 87 million for 2022 and 2021, respectively, due to the receipt of updated actuarial information.

Loss and loss expense reserves represent the estimated ultimate net cost of all reported and unreported losses incurred through the respective consolidated balance sheet dates.

We recorded an increase to the provision for professional liability risks of $ 40 million during 2023 and a reduction to the provision for professional liability risks of $ 55 million for 2022 , due to the receipt of updated actuarial information.

Loss and loss expense reserves represent the estimated ultimate net cost of all reported and unreported losses incurred and unpaid through the respective consolidated balance sheet dates.

The reserves for unpaid losses and loss expenses are estimated using individual case-basis valuations and actuarial analyses.

2 unchanged sentences

Adjustments to the estimated reserve amounts are included in current operating results.

The reserves for professional liability risks cover approximately 2,100 and 2,000 individual claims at December 31, 2023 and 2022, respectively, and estimates for unreported potential claims.

The reserves for professional liability risks cover approximately 2,100 individual claims at both December 31, 2024 and 2023 and estimates for unreported potential claims.

The time period required to resolve these claims can vary depending upon the jurisdiction and whether the claim is settled or litigated.

4 unchanged sentences

A portion of our professional liability risks is insured through our insurance subsidiary.

Subject, in most cases, to a $ 15 million per occurrence self-insured retention, our facilities are insured by our insurance subsidiary for losses up to $ 80 million per occurrence.

Subject, in most cases, to a $ 15 million per occurrence self-insured retention, our facilities are insured by our insurance subsidiary for losses up to $ 80 million per occurrence ($ 110 million effective January 1, 2025).

The insurance subsidiary has obtained reinsurance for professional liability risks generally above a retention level of either $ 25 million or $ 35 million per occurrence, depending on the jurisdiction for the related claim.

69 unchanged sentences

NOTE 3 — ACQUISITIONS AND DISPOSITIONS

During 2024 , we paid $ 112 million to acquire three hospital facilities in Texas and $ 154 million to acquire nonhospital health care entities.

During 2023 , we paid $ 229 million to acquire four hospital facilities in Texas and $ 406 million to acquire nonhospital health care entities.

During 2022 , we paid $ 224 million to acquire nonhospital health care entities (noncontrolling interests of $ 72 million were recorded).

During 2021 , we paid $ 67 million to acquire two hospital facilities, one in southern Georgia and one in Tennessee, $ 594 million to acquire a network of urgent care centers in Florida and $ 114 million to acquire other nonhospital health care entities (noncontrolling interests of $ 117 million were recorded).

We also paid $ 330 million and assumed certain liabilities to acquire an 80 % interest (noncontrolling interests of $ 100 million were recorded) in a venture providing post-acute care services (home health and hospice).

Purchase price amounts have been allocated to the related assets acquired and liabilities assumed based upon their respective fair values.

The purchase price paid in excess of the fair value of identifiable net assets of these acquired entities aggregated $ 362 million, $ 262 million and $ 1.002 billion in 2023, 2022 and 2021, respectively.

The purchase price paid in excess of the fair value of identifiable net assets of these acquired entities aggregated $ 170 million, $ 362 million and $ 262 million in 2024, 2023 and 2022, respectively.

The consolidated financial statements include the accounts and operations of the acquired entities subsequent to the respective acquisition dates.

The pro forma effects of these acquired entities on our results of operations for periods prior to the respective acquisition dates were not significant.

During 2024 , we received proceeds of $ 295 million and recognized a pretax gain of $ 189 million ($ 145 million net of tax ) related to the sale of a hospital facility in California.

We also received proceeds of $ 33 million and recognized a pretax loss of $ 5 million ($ 4 million after tax ) related to sales of real estate and other health care entity investments.

In addition, we recognized a pretax loss of $ 170 million ($ 130 million after tax ) related to a hospital facility in California that we have executed a definitive agreement to sell in 2025.

During 2023 , we received proceeds of $ 162 million for the sale of two hospital facilities in Louisiana.

2 unchanged sentences

During 2022 , we received proceeds of $ 326 million and recognized a pretax gain of $ 274 million ($ 200 million after tax ) related to sales of real estate and other health care entity investments.

We also received proceeds of $ 911 million and recognized a pretax gain of $ 1.027 billion ($ 527 million after tax and amounts attributable to noncontrolling interests) related to the sale of a controlling interest in a subsidiary of our group purchasing organization.

During 2021, we received proceeds of $ 1.502 billion and recognized a pretax gain of $ 1.226 billion ($ 920 million after tax ) related to the sales of five hospital facilities in Georgia, comprised of three facilities from our northern Georgia market and two facilities from our southern Georgia market.

We also received proceeds of $ 658 million and recognized a pretax gain of $ 394 million ($ 294 million after tax ) related to sales of other health care entity investments and real estate.

We also received proceeds of $ 911 million and recognized a pretax gain of $ 1.027 billion ($ 527 million after tax and amounts attributable to noncontrolling interests) in 2022 related to the sale of a controlling interest in a subsidiary of our group purchasing organization.

NOTE 4 — INCOME TAXES

1 unchanged sentence

Our provision for income taxes for the years ended December 31, 2024, 2023 and 2022 included tax benefits of $ 102 million, $ 93 million and $ 77 million, respectively, related to the settlement of employee equity awards.

The provision for income taxes reflects a $ 61 million reduction in interest (net of tax) and penalty expense and $ 36 million and $ 23 million of interest expense (net of tax) for the years ended December 31, 2024, 2023 and 2022, respectively.

During 2024, we derecognized deferred tax assets and increased our tax provision by $ 276 million due to an internal restructuring of certain affiliates.

Our foreign pretax income was $ 79 million, $ 85 million and $ 66 million for the years ended December 31, 2024, 2023 and 2022, respectively.

7 unchanged sentences

Tax benefit from settlements of employee equity awards

Internal restructuring of affiliates

Other items, net

7 unchanged sentences

Right-of-use lease assets and obligations

At December 31, 2023 , federal and state net operating loss carryforwards (expiring in years 2024 through 2042 ) available to offset future taxable income approximated $ 28 million and $ 189 million, respectively.

At December 31, 2024 , state net operating loss carryforwards (expiring in years 2025 through 2042 ) available to offset future taxable income approximated $ 167 million.

Utilization of net operating loss carryforwards in any one year may be limited.

The following table summarizes the activity related to our gross unrecognized tax benefits, excluding accrued interest of $ 177 million and $ 129 million as of December 31, 2023 and 2022, respectively (dollars in millions):

The following table summarizes the activity related to our gross unrecognized tax benefits, excluding accrued interest and penalties of $ 115 million and $ 177 million as of December 31, 2024 and 2023, respectively (dollars in millions):

Balance at January 1

5 unchanged sentences

Unrecognized tax benefits of $ 295 million as of December 31, 2024 ($ 320 million as of December 31, 2023) would affect the effective rate, if recognized.

At December 31, 2023 , the Internal Revenue Service (“IRS”) was conducting examinations of the Company’s 2016, 2017 and 2018 federal income tax returns and the 2019 returns of certain affiliates.

We are also subject to examination by the IRS for tax years after 2019 as well as by state and foreign taxing authorities.

Depending on the resolution of any federal, state and foreign tax disputes, the completion of examinations by federal, state or foreign taxing authorities, or the expiration of statutes of limitation for specific taxing jurisdictions, we believe it is reasonably possible that our liability for unrecognized tax benefits may significantly increase or decrease within the next 12 months.

However, we are currently unable to estimate the range of any possible change.

During 2024, the Internal Revenue Service (“IRS”) completed its examination of our 2016, 2017 and 2018 income tax returns, resolving all federal income tax matters for those years, and the 2020 federal statute of limitations expired.

We reduced our tax provision by $ 254 million, including interest of $ 118 million (net of tax).

Of this amount, $ 181 million, including $ 47 million of interest (net of tax) related to the tax rate changes under the 2017 Tax Cuts and Jobs Act.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — INCOME TAXES (continued)

At December 31, 2024, the IRS was examining the Company's 2022 and 2023 income tax returns and the 2019 income tax returns of certain affiliates.

We are subject to examination by the IRS for tax years after 2020, as well as by state and foreign taxing authorities.

However, we are currently unable to estimate the range of any possible change.

NOTE 5 — EARNINGS PER SHARE

16 unchanged sentences

Investment carrying value

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued)

Debt securities

3 unchanged sentences

At December 31, 2024 and 2023, the investments in debt securities of our insurance subsidiaries were classified as “available-for-sale.” Changes in unrealized gains and losses that are not credit-related are recorded as adjustments to other comprehensive income (loss).

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued)

Scheduled maturities of investments in debt securities at December 31, 2024 were as follows (dollars in millions):

15 unchanged sentences

The investments of our insurance subsidiaries are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

The following tables summarize the investments of our insurance subsidiaries measured at fair value on a recurring basis as of December 31, 2024 and 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):

10 unchanged sentences

Less amounts classified as current assets

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

Fair Value Measurements Using

9 unchanged sentences

Less amounts classified as current assets

The estimated fair value of our long-term debt was $ 38.253 billion and $ 35.555 billion at December 31, 2023 and 2022 , respectively, compared to carrying amounts, gross of debt issuance costs and discounts, aggregating $ 39.926 billion and $ 38.385 billion, respectively.

The estimated fair value of our long-term debt was $ 40.845 billion and $ 38.253 billion at December 31, 2024 and 2023 , respectively, compared to carrying amounts, gross of debt issuance costs, premiums and discounts, aggregating $ 43.400 billion and $ 39.926 billion, respectively.

The estimates of fair value are generally based on Level 2 inputs, including quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities.

1 unchanged sentence

A summary of long-term debt at December 31, including related interest rates at December 31, 2024, follows (dollars in millions):

Senior secured asset-based revolving credit facility (effective interest rate of 6.7 %)

Senior secured asset-based revolving credit facility

Senior secured revolving credit facility

6 unchanged sentences

Less amounts due within one year

During 2023, the availability under our senior secured revolving credit facility was increased by $ 1.500 billion to total $ 3.500 billion, the senior secured term loan B facility was fully retired and certain administrative updates were made to our credit agreements.

We also issued $ 3.250 billion aggregate principal amount of senior notes comprised of (i) $ 1.000 billion aggregate principal amount of 5.200 % senior notes due 2028, (ii) $ 1.250 billion aggregate principal amount of 5.500 % senior notes due 2033 and (iii) $ 1.000 billion aggregate principal amount of 5.900 % senior notes due 2053 .

We used the net proceeds to repay borrowings under our asset-based revolving credit facility.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — LONG-TERM DEBT (continued)

During 2024, we issued $ 4.500 billion aggregate principal amount of senior notes comprised of (i) $ 1.000 billion aggregate principal amount of 5.450 % senior notes due 2031 (the “Existing 2031 Notes”), (ii) $ 1.300 billion aggregate principal amount of 5.600 % senior notes due 2034, (iii) $ 1.500 billion aggregate principal amount of 6.000 % senior notes due 2054 and (iv) $ 700 million aggregate principal amount of 6.100 % senior notes due 2064.

We used the net proceeds to repay borrowings under our asset-based revolving credit facility and for general corporate purposes.

During 2024, we repaid all of the $ 2.000 billion aggregate principal amount of 5.000 % senior notes due 2024 at maturity.

During 2024, we also issued $ 3.000 billion aggregate principal amount of senior notes comprised of (i) $ 750 million aggregate principal amount of 5.450 % senior notes due 2031 (the “New 2031 Notes”), (ii) $ 1.250 billion aggregate principal amount of 5.450 % senior notes due 2034 and (iii) $ 1.000 billion aggregate principal amount of 5.950 % senior notes due 2054.

The New 2031 Notes represent a further issuance of our Existing 2031 Notes, issued during February 2024, and together with the New 2031 Notes, the aggregate principal amount of these notes is $ 1.750 billion.

We used the net proceeds to repay borrowings under our asset-based revolving credit facility and for general corporate purposes.

Senior Secured Credit Facilities And Other Senior Secured Debt

We have entered into the following senior secured credit facilities:

(i) a $ 4.500 billion asset-based revolving credit facility maturing on June 30, 2026 with a borrowing base of 85 % of eligible accounts receivable, subject to customary reserves and eligibility criteria ($ 1.880 billion outstanding at December 31, 2023 ) (the “ABL credit facility”);

(i) a $ 4.500 billion asset-based revolving credit facility maturing on June 30, 2026 with a borrowing base of 85 % of eligible accounts receivable, subject to customary reserves and eligibility criteria (none outstanding at December 31, 2024 ) (the “ABL credit facility”);

(ii) a $ 3.500 billion senior secured revolving credit facility maturing on June 30, 2026 ( no ne outstanding at December 31, 2024 without giving effect to certain outstanding letters of credit);

and (iii) a $ 1.238 billion senior secured term loan facility maturing on June 30, 2026 .

We refer to the facilities described under (ii) and (iii) above, collectively, as the “cash flow credit facility” and, together with the ABL credit facility, the “senior secured credit facilities.” Finance leases and other secured debt totaled $ 967 million at December 31, 2023.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — LONG-TERM DEBT (continued)

Borrowings under the senior secured credit facilities bear interest at a rate equal to, at our option, either (a) a base rate determined by reference to the higher of (1) the federal funds rate plus 0.50 % or (2) the prime rate of Bank of America or (b) a reference rate (the Secured Overnight Financing Rate (SOFR)) for the relevant interest period, plus, in each case, an applicable margin.

9 unchanged sentences

All obligations under the ABL credit facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the receivables of the borrowers and each guarantor under such ABL credit facility (the “Receivables Collateral”).

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — LONG-TERM DEBT (continued)

General Debt Information (continued)

All obligations under the cash flow credit facility and the guarantees of such obligations are secured, subject to permitted liens and other exceptions, by:

10 unchanged sentences

Generally, we use our estimated incremental borrowing rate to discount the lease payments, as most of our leases do not provide a readily determinable implicit interest rate.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 — LEASES (continued)

The following table presents our lease-related assets and liabilities at December 31, 2024 and 2023 (dollars in millions):

20 unchanged sentences

Finance leases

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 — LEASES (continued)

The following table presents certain information related to expenses for finance and operating leases for the years ended December 31, 2024, 2023 and 2022 (dollars in millions):

6 unchanged sentences

The following table presents supplemental cash flow information for the years ended December 31, 2024, 2023 and 2022 (dollars in millions):

Cash paid for amounts included in the measurement of lease

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

1 unchanged sentence

Financing cash flows for finance leases

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 — LEASES (continued)

Maturities of Lease Liabilities

12 unchanged sentences

The resolution of any such lawsuits, claims or legal and regulatory proceedings could have a material, adverse effect on our results of operations, financial position or liquidity.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10 — CONTINGENCIES (continued)

Government Investigations, Claims and Litigation

4 unchanged sentences

Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material, adverse effect on our results of operations, financial position or liquidity.

Texas operates a state Medicaid program pursuant to a waiver from the Centers for Medicare & Medicaid Services under Section 1115 of the Social Security Act (“Program”).

The Program includes uncompensated-care pools;

payments from these pools are intended to defray the uncompensated costs of services provided by our and other hospitals to Medicaid eligible or uninsured individuals.

Separately, we and other hospitals provide charity care services in several communities in the state.

In 2018, the Civil Division of the U.S.

Department of Justice and the U.S.

Attorney’s Office for the Southern District of Texas requested information about whether the Program, as operated in Harris County, complied with the laws and regulations applicable to provider related donations, and the Company cooperated with that request.

On May 21, 2019, a qui tam lawsuit asserting violations of the FCA and the Texas Medicaid Fraud Prevention Act related to the Program, as operated in Harris County, was unsealed by the U.S.

District Court for the Southern District of Texas.

Both the federal and state governments declined to intervene in the qui tam lawsuit.

The Company believes that our participation is and has been consistent with the requirements of the Program and is vigorously defending against the lawsuit being pursued by the relator.

We cannot predict what effect, if any, the qui tam lawsuit could have on the Company.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We accrue for such contingencies to the extent that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

If we are a party to any proceeding that, either individually or in the aggregate, is probable or reasonably possible of having a material, adverse effect on the business, our results of operations, financial position or liquidity, we disclose a summary of such contingencies and the amount or range of reasonably possible losses in excess of recorded amounts or that we are unable to reasonably estimate the amount or range of losses.

NOTE 11 — CAPITAL STOCK

1 unchanged sentence

Share Repurchase Transactions

During January 2024, January 2023, January 2022, February 2021, January 2020 and January 2019, our Board of Directors authorized share repurchase programs for up to $ 6 billion, $ 3 billion, $ 8 billion, $ 6 billion, $ 2 billion and $ 2 billion, respectively, of the Company’s outstanding common stock.

During January 2025, January 2024, January 2023, January 2022 and February 2021, our Board of Directors authorized share repurchase programs for up to $ 10 billion, $ 6 billion, $ 3 billion, $ 8 billion and $ 6 billion, respectively, of the Company’s outstanding common stock.

During 2024, we repurchased 17.798 million shares of our common stock at an average price of $ 337.74 per share through market purchases pursuant to the January 2023 authorization (which was completed during 2024) and the January 2024 authorization.

At December 31, 2024 , we had $ 764 million of repurchase authorization available under the January 2024 authorization.

During 2022, we repurchased 30.747 million shares of our common stock at an average price of $ 227.67 per share through market purchases pursuant to the February 2021 authorization (which was completed during 2022) and the January 2022 authorization.

During 2021, we repurchased 37.812 million shares of our common stock at an average price of $ 217.25 per share through market purchases pursuant to the January 2019 and January 2020 authorizations (which were completed during 2021) and the February 2021 authorization.

During 2023 , we repurchased 14.465 million shares of our common stock at an average price of $ 263.47 per share through market purchases pursuant to the January 2022 authorization (which was completed during 2023) and the January 2023 authorization.

During 2022 , we repurchased 30.747 million shares of our common stock at an average price of $ 227.67 per share through market purchases pursuant to the February 2021 authorizations (which were completed during 2022) and the January 2022 authorization.

NOTE 12 — EMPLOYEE BENEFIT PLANS

6 unchanged sentences

Company credits to participants’ hypothetical account balances (the Restoration Plan is not funded) depend upon participants’ compensation, years of vesting service, hypothetical investment returns (gains or losses) and certain IRS limitations.

Amounts recognized under this plan was $ 40 million expense for 2023 , a $ 27 million credit for 2022 and $ 38 million expense for 2021 .

The amount recognized under this plan was $ 31 million expense for 2024 , $ 40 million expense for 2023 and a $ 27 million credit for 2022 .

Accrued benefits liabilities under this plan totaled $ 229 million at December 31, 2024 and $ 227 million at December 31, 2023.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12 — EMPLOYEE BENEFIT PLANS (continued)

We maintain a Supplemental Executive Retirement Plan (“SERP”) for certain executives (the SERP is not funded).

3 unchanged sentences

We maintain defined benefit pension plans which resulted from certain hospital acquisitions in prior years.

Amounts recognized under these plans was $ 2 million expense for 2023 , $ 11 million credit for 2022 , and $ 4 million expense for 2021 .

Accrued benefits under these plans totaled $ 43 million of assets at December 31, 2023 and $ 9 million of assets at December 31, 2022 .

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The amount recognized under these plans was a $ 6 million credit for 2024 , $ 2 million expense for 2023 , and an $ 11 million credit for 2022 .

Net assets available for benefits in excess of the projected benefit obligation under these plans were $ 118 million and $ 43 million at December 31, 2024 and 2023 , respectively.

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION

Effective January 1, 2024 , we adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

We operate in one line of business, which is operating hospitals and related health care entities.

Effective January 1, 2023, we reorganized our operations into three geographically organized groups:

the National, American and Atlantic Groups with retrospective presentation for all periods presented.

At December 31, 2023, the National Group included 57 hospitals located in Alaska, California, Idaho, Indiana, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia, the American Group included 60 hospitals located in Colorado, Central Kansas, Louisiana and Texas, and the Atlantic Group included 62 hospitals located in Florida, Georgia, Northern Kansas, Missouri and South Carolina.

The seven hospitals we operate in England are included in the Corporate and other group.

We operate in three geographically organized groups:

the National, Atlantic and American Groups.

At December 31, 2024 , the National Group included 55 hospitals located in Alaska, California, Idaho, Indiana, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia, the Atlantic Group included 62 hospitals located in Florida, Georgia, Northern Kansas, Missouri and South Carolina, and the American Group included 65 hospitals located in Colorado, Central Kansas, Louisiana and Texas.

The eight hospitals we operate in England are included in the Corporate and other group.

Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests.

3 unchanged sentences

Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

The geographic distributions of our revenues, equity in earnings of affiliates, adjusted segment EBITDA, depreciation and amortization, assets and goodwill and other intangible assets are summarized in the following table (dollars in millions) and represent the operating segments under the January 1, 2023 reorganized segment structure:

The geographic distributions of our revenues, salaries and benefits, supplies, other operating expenses, equity in earnings or losses of affiliates, adjusted segment EBITDA, depreciation and amortization, assets and goodwill and other intangible assets that are provided to the Chief Operating Decision Maker, which is the Chief Executive Officer, are summarized in the following tables (dollars in millions) and represent the operating segments at December 31, 2024:

For the Year Ended December 31, 2024

National Group

Atlantic Group

American Group

Corporate and other

Equity in losses (earnings) of affiliates:

Salaries and benefits

Other operating expenses

Equity in (earnings) losses of affiliates

Adjusted segment EBITDA

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

For the Year Ended December 31, 2023

Salaries and benefits

Other operating expenses

Equity in (earnings) losses of affiliates

Adjusted segment EBITDA

For the Year Ended December 31, 2022

Salaries and benefits

Other operating expenses

Equity in (earnings) losses of affiliates

Adjusted segment EBITDA

For the Year Ended December 31,

Adjusted segment EBITDA:

National Group

1 unchanged sentence

American Group

Adjustments to reconcile Total Adjusted segment

EBITDA to consolidated Income before income taxes:

Corporate and Other

Adjusted segment EBITDA:

Depreciation and amortization

Interest expense

Losses (gains) on sales of facilities

Losses on retirement of debt

Income before income taxes

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

For the Year Ended December 31,

National Group

7 unchanged sentences

Corporate and other

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

For the Year Ended December 31,

Adjusted segment EBITDA

Depreciation and amortization

Interest expense

Losses (gains) on sales of facilities

Losses on retirement of debt

Income before income taxes

National Group

21 unchanged sentences

Defined benefit plans, net of $ 11 of income taxes

Change in fair value of derivative instruments

Expense reclassified into operations from other

comprehensive income, net of $ 7 and $ 8 income

tax benefits, respectively

Balances at December 31, 2021

Unrealized losses on available-for-sale securities, net

of $ 12 income tax benefit

Foreign currency translation adjustments, net of $ 16

income tax benefit

Defined benefit plans, net of $ 11 of income taxes

Change in fair value of derivative instruments, net of

9 unchanged sentences

Defined benefit plans, net of $ 6 of income taxes

Expense (benefit) reclassified into operations from other

comprehensive income, net of no ne of income taxes

and $ 1 income tax benefit, respectively

Expense (benefit) reclassified into operations from

other comprehensive income, net of none of income

taxes and $ 1 income tax benefit, respectively

Balances at December 31, 2023

NOTE 15 — ACCRUED EXPENSES

Unrealized gains on available-for-sale securities

Foreign currency translation adjustments, net of $ 2

income tax benefit

Defined benefit plans, net of $ 15 of income taxes

Expense reclassified into operations from

other comprehensive income

Balances at December 31, 2024

NOTE 15 — OTHER ACCRUED EXPENSES

A summary of other accrued expenses at December 31 follows (dollars in millions):

5 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures