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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-19 · 386 added, 621 removed, 987 unchanged (51% of the section changed)

13 unchanged sentences

has issued a report on our internal control over financial reporting, which is included herein.

Index to Financial Statements

(b) Attestation Report of the Independent Registered Public Accounting Firm

21 unchanged sentences

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Index to Financial Statements

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

6 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

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 Corporate Secretary, HCA Healthcare, Inc., One Park Plaza, Nashville, TN 37203.

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.

Executive Compensation

The information required by this Item is set forth under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the definitive proxy materials to be filed in connection with our 2022 Annual Meeting of Stockholders, which information is incorporated herein by reference.

Index to Financial Statements

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

19 unchanged sentences

The performance share units reported reflect the number of performance share units that would vest upon achievement of target performance;

the number of performance share units that vest can vary from zero (for actual performance less than 90% of target for 2020 and 2019 grants and 80% of target for 2018 and prior grants) to two times the units granted (for actual performance of 110% or more of target for 2020 and 2019 grants and 120% or more of target for 2018 and prior grants).

the number of performance share units that vest can vary from zero (for actual performance less than 90% of target) to two times the units granted (for actual performance of 110% or more of target).

The weighted average exercise price does not take these restricted share units and performance share units into account.

7 unchanged sentences

The information required by this Item is set forth under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the definitive proxy materials to be filed in connection with our 2022 Annual Meeting of Stockholders, which information is incorporated herein by reference.

Index to Financial Statements

Exhibits and Financial Statement Schedules

7 unchanged sentences

List of Exhibits

— Agreement and Plan of Merger, dated July 24, 2006, by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 25, 2006 (File No.

001-11239), and incorporated herein by reference).

— Merger Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc., and HCA Merger Sub LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No.

000-18406), and incorporated herein by reference).

— Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

001-11239), and incorporated herein by reference).

— Amended and Restated Bylaws of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

001-11239), and incorporated herein by reference).

— Description of Registered Securities.

— Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No.

001-11239), and incorporated herein by reference).

— Security Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 24, 2006 (File No.

001-11239), and incorporated herein by reference).

— Pledge Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed November 24, 2006 (File No.

001-11239), and incorporated herein by reference).

— $13,550,000,000 — € 1,000,000,000 Credit Agreement, dated as of November 17, 2006, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P.

— Second Amended and Restated Bylaws of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference).

— Description of Registered Securities (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).

— Security Agreement, dated as of November 17, 2006, by and among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference).

— Pledge Agreement, dated as of November 17, 2006, by and among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference).

— $13,550,000,000 — €1,000,000,000 Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P.

Morgan Securities Inc., Citigroup Global Markets Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A.

and Citicorp North America, Inc., as co-syndication agents and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed November 24, 2006 (File No.

001-11239), and incorporated herein by reference).

Index to Financial Statements

— Amendment No.

1 to the Credit Agreement, dated as of February 16, 2007, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P.

1 to the Credit Agreement, dated as of February 16, 2007, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P.

Morgan Securities Inc., Citigroup Global Markets Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No.

001-11239), and incorporated herein by reference).

— Amendment No.

2 to the Credit Agreement, dated as of March 2, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P.

2 to the Credit Agreement, dated as of March 2, 2009, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P.

Morgan Securities Inc., Citigroup Global Markets Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No.

001-11239), and incorporated herein by reference).

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).

— Amendment No.

3 to the Credit Agreement, dated as of June 18, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P.

3 to the Credit Agreement, dated as of June 18, 2009, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P.

Morgan Securities Inc., Citigroup Global Markets Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2009 (File No.

001-11239), and incorporated herein by reference).

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2009, and incorporated herein by reference).

— Extension Amendment No.

1 to the Credit Agreement, dated as of April 6, 2010, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2010 (File No.

001-11239), and incorporated herein by reference).

1 to the Credit Agreement, dated as of April 6, 2010, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2010, and incorporated herein by reference).

— Amended and Restated Joinder Agreement No.

1, dated as of November 8, 2010, by and among each of the financial institutions listed as a “Replacement-1 Revolving Credit Lender” on Schedule A thereto, HCA Inc., Bank of America, N.A., as Administrative Agent and as Collateral Agent, and the other parties listed on the signature pages thereto (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No.

001-11239), and incorporated herein by reference).

— Restatement Agreement, dated as of May 4, 2011, by and among HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent to the Credit Agreement, dated as of November 17, 2006, as amended on February 16, 2007, March 2, 2009, June 18, 2009, April 6, 2010 and November 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 9, 2011 (File No.

001-11239), and incorporated herein by reference).

— Extension Amendment No.

1, dated as of April 25, 2012, by and among HCA Inc., HCA UK Capital Limited, each of the U.S.

Guarantors, each of the European Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 26, 2012 (File No.

001-11239), and incorporated herein by reference).

Index to Financial Statements

— Restatement Agreement, dated as of February 26, 2014, to (i) the Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011, by and among the HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent and (ii) the U.S.

Guarantee, dated as of November 17, 2006 by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 28, 2014 (File No.

001-11239), and incorporated herein by reference).

Guarantee, dated as of November 17, 2006, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 28, 2014, and incorporated herein by reference).

— Supplement No.

14, dated as of November 9, 2015, to the U.S.

Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

001-11239), and incorporated herein by reference).

— Schedule of Omitted Supplements to the U.S.

Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

— Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 30, 2017 (File No.

001-11239), and incorporated herein by reference).

— Joinder Agreement No.

8, dated as of July 16, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 22, 2019 (File No.

001-11239), and incorporated herein by reference).

— 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 (File No.

001-11239), and incorporated herein by reference).

— Joinder Agreement No.

10, dated as of November 20, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 21, 2019 (File No.

001-11239), and incorporated herein by reference).

— Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Grantors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No.

001-11239), and incorporated herein by reference).

— Restatement Agreement, dated as of June 30, 2021, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).

— Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, by and among the Company, the Subsidiary Grantors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).

— Supplement No.

2 dated as of October 27, 2011, to the Amended and Restated Security Agreement dated as of March 2, 2009, as supplemented, by and among the subsidiary grantor named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

001-11239), and incorporated herein by reference).

2, dated as of October 27, 2011, to the Amended and Restated Security Agreement, dated as of March 2, 2009, as supplemented, by and among the subsidiary grantor named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

— Schedule of Omitted Supplements to the Security Agreement, dated as of November 17, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

— Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Pledgors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No.

001-11239), and incorporated herein by reference).

Index to Financial Statements

— Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, by and among the Company, the Subsidiary Pledgors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).

— Supplement No.

1 dated as of October 27, 2011 to the Amended and Restated Pledge Agreement dated as of March 2, 2009, by and among the subsidiary pledgors named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.6(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

001-11239), and incorporated herein by reference).

1 dated as of October 27, 2011 to the Amended and Restated Pledge Agreement, dated as of March 2, 2009, by and among the subsidiary pledgors named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.6(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

— Schedule of Omitted Supplements to the Pledge Agreement, dated as of November 6, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

— $2,500,000,000 Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 3, 2011 (File No.

001-11239), and incorporated herein by reference).

— Restatement Agreement, dated as of March 7, 2014, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2014 (File No.

001-11239), and incorporated herein by reference).

as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2014, and incorporated herein by reference).

— Joinder Agreement and Amendment No.

1, dated as of October 30, 2014, to the Credit Agreement, dated as of September 30, 2011 and amended and restated as of March 7, 2014, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 31, 2014 (File No.

001-11239), and incorporated herein by reference).

— Restatement Agreement dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, 2011 by and among HCA Inc., as borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 30, 2017 (File No.

001-11239), and incorporated herein by reference).

— Joinder Agreement dated as of January 3, 2018 to the Credit Agreement dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 28, 2017), by and among the subsidiary borrowers party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.7(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

001-11239), and incorporated herein by reference).

— Security Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed October 3, 2011 (File No.

001-11239), and incorporated herein by reference).

as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 31, 2014, and incorporated herein by reference).

— Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 30, 2017, and incorporated herein by reference).

— Joinder Agreement, dated as of January 3, 2018, to the Credit Agreement, dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 28, 2017), by and among the subsidiary borrowers party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.7(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

— Restatement Agreement, dated as of June 30, 2021, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as parent borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).

— Supplement No.

1 dated as of October 27, 2011 to the Security Agreement dated as of September 30, 2011, by and among the subsidiary borrower party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.8(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

001-11239), and incorporated herein by reference).

1, dated as of October 27, 2011, to the Security Agreement dated as of September 30, 2011, by and among the subsidiary borrower party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.8(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

— Schedule of Omitted Supplements to the Security Agreement dated as of September 30, 2011, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

— General Intercreditor Agreement, dated as of November 17, 2006, between Bank of America, N.A., as First Lien Collateral Agent, and The Bank of New York, as Junior Lien Collateral Agent (filed as Exhibit 4.13(a) to the Company’s Registration Statement on Form S-4 (File No.

— General Intercreditor Agreement, dated as of November 17, 2006, by and between Bank of America, N.A., as First Lien Collateral Agent, and The Bank of New York, as Junior Lien Collateral Agent (filed as Exhibit 4.13(a) to the Company’s Registration Statement on Form S-4 (File No.

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

Index to Financial Statements

— Receivables Intercreditor Agreement, dated as of November 17, 2006, among Bank of America, N.A., as ABL Collateral Agent, Bank of America, N.A., as CF Collateral Agent and The Bank of New York, as Bonds Collateral Agent (filed as Exhibit 4.13(b) to the Company’s Registration Statement on Form S-4 (File No.

— Receivables Intercreditor Agreement, dated as of November 17, 2006, by and among Bank of America, N.A., as ABL Collateral Agent, Bank of America, N.A., as CF Collateral Agent and The Bank of New York, as Bonds Collateral Agent (filed as Exhibit 4.13(b) to the Company’s Registration Statement on Form S-4 (File No.

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

— First Lien Intercreditor Agreement, dated as of April 22, 2009, among Bank of America, N.A.

— First Lien Intercreditor Agreement, dated as of April 22, 2009, by and among Bank of America, N.A.

as Collateral Agent, Bank of America, N.A.

as Authorized Representative under the Credit Agreement and Law Debenture Trust Company of New York as the Initial Additional Authorized Representative (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed April 28, 2009 (File No.

001-11239), and incorporated herein by reference).

— Additional General Intercreditor Agreement, dated as of August 1, 2011, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No.

001-11239), and incorporated herein by reference).

— Additional Receivables Intercreditor Agreement, dated as of August 1, 2011 by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No.

001-11239), and incorporated herein by reference).

— 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 (File No.

001-11239), 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 (File No.

001-11239), 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 (File No.

001-11239), and incorporated herein by reference).

— Additional Receivables Intercreditor Agreement, dated as of October 23, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No.

001-11239), and incorporated herein by reference).

— Registration Rights Agreement, dated as of November 22, 2010, among HCA Holdings, Inc., Hercules Holding II, LLC and certain other parties thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No.

000-18406), and incorporated herein by reference).

— Additional Receivables Intercreditor Agreement, dated as of August 1, 2011, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed August 1, 2011, and incorporated herein by reference).

— Registration Rights Agreement, dated as of November 22, 2010, by and among HCA Holdings, Inc., Hercules Holding II, LLC and certain other parties thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference).

— Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit 4.14 to the Company’s Registration Statement on Form S-4 (File No.

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

Index to Financial Statements

— Assignment and Assumption Agreement, dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Company relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-4 (File No.

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

— Indenture, dated as of December 16, 1993 between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.16(a) to the Company’s Registration Statement on Form S-4 (File No.

— Assignment and Assumption Agreement, dated as of February 10, 1994, by and between HCA-Hospital Corporation of America and Columbia Healthcare Corporation relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-4 (File No.

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

— First Supplemental Indenture, dated as of May 25, 2000 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(b) to the Company’s Registration Statement on Form S-4 (File No.

— Indenture, dated as of December 16, 1993, by and between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.16(a) to the Company’s Registration Statement on Form S-4 (File No.

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

— Second Supplemental Indenture, dated as of July 1, 2001 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(c) to the Company’s Registration Statement on Form S-4 (File No.

— First Supplemental Indenture, dated as of May 25, 2000, by and between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(b) to the Company’s Registration Statement on Form S-4 (File No.

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

— Third Supplemental Indenture, dated as of December 5, 2001 between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.16(d) to the Company’s Registration Statement on Form S-4 (File No.

— Second Supplemental Indenture, dated as of July 1, 2001, by and between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(c) to the Company’s Registration Statement on Form S-4 (File No.

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

— Fourth Supplemental Indenture, dated as of November 14, 2006, 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 (File No.

— Third Supplemental Indenture, dated as of December 5, 2001, by and between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.16(d) to the Company’s Registration Statement on Form S-4 (File No.

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

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

— 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).

5 unchanged sentences

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

— Form of 7.69% Note due 2025 (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No.

001-11239), and incorporated herein by reference).

— Form of 7.69% Note due 2025 (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).

— Form of 7.50% Debenture due 2095 (filed as Exhibit 4.23 to the Company’s Registration Statement on Form S-4 (File No.

2 unchanged sentences

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

— 7.50% Note due 2033 in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 6, 2003 (File No.

001-11239), and incorporated herein by reference).

— 7.50% Note due 2033 in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 6, 2003, and incorporated herein by reference).

— Form of Indenture of HCA Inc.

1 unchanged sentence

333-175791), and incorporated herein by reference).

— Indenture dated as of August 1, 2011, among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No.

— Indenture dated as of August 1, 2011, by and among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No.

333-226709), and incorporated herein by reference).

Index to Financial Statements

— Supplemental Indenture No.

5, dated as of October 23, 2012, 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 (Unsecured Notes) (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No.

001-11239), and incorporated herein by reference).

5, dated as of October 23, 2012, 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 (Unsecured Notes) (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 23, 2012, and incorporated herein by reference).

— Supplemental Indenture No.

6, dated as of October 23, 2012, 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 (Secured Notes) (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No.

001-11239), and incorporated herein by reference).

— Supplemental Indenture dated as of March 31, 2020, among 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 4.13(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

001-11239), and incorporated herein by reference).

6, dated as of October 23, 2012, 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 (Secured Notes) (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 23, 2012, and incorporated herein by reference).

— Supplemental Indenture, dated as of March 31, 2020, by and among 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 4.13(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference).

— Schedule of Omitted Supplemental Indentures to Supplemental Indentures, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

1 unchanged sentence

— Form of 4.75% Senior Secured Notes due 2023 (included in Exhibit 4.26(a)).

— Indenture, dated as of December 6, 2012, among HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2012 (File No.

001-11239), and incorporated herein by reference).

— Indenture, dated as of December 6, 2012, by and among HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2012, and incorporated herein by reference).

— Supplemental Indenture No.

8, dated as of March 17, 2014, 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 (File No.

001-11239), and incorporated herein by reference).

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 4.30).

— 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 (File No.

001-11239), and incorporated herein by reference).

— Supplemental Indenture No.

10, dated as of October 17, 2014, 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 (File No.

001-11239), and incorporated herein by reference).

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 4.33).

— 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 (File No.

001-11239), and incorporated herein by reference).

— Supplemental Indenture No.

11, dated as of January 16, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 16, 2015 (File No.

001-11239), and incorporated herein by reference).

11, dated as of January 16, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 16, 2015, and incorporated herein by reference).

— Form of 5.375% Senior Notes due 2025 (included in Exhibit 4.36).

Index to Financial Statements

— Supplemental Indenture No.

12, dated as of May 20, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed May 20, 2015 (File No.

001-11239), and incorporated herein by reference).

12, dated as of May 20, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed May 20, 2015, and incorporated herein by reference).

— Supplemental Indenture No.

13, dated as of November 13, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 13, 2015 (File No.

001-11239), and incorporated herein by reference).

13, dated as of November 13, 2015, by and among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 13, 2015, and incorporated herein by reference).

— Form of 5.875% Senior Notes due 2026 (included in Exhibit 4.39).

— Supplemental Indenture No.

14, dated as of December 8, 2015, 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 (File No.

001-11239), 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.

15, dated as of March 15, 2016, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 15, 2016 (File No.

001-11239), and incorporated herein by reference).

15, dated as of March 15, 2016, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 15, 2016, and incorporated herein by reference).

— Form of 5.250% Senior Secured Notes due 2026 (included in Exhibit 4.42).

— 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 (File No.

001-11239), and incorporated herein by reference).

— Supplemental Indenture No.

16, dated as of August 15, 2016, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 15, 2016 (File No.

001-11239), and incorporated herein by reference).

16, dated as of August 15, 2016, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 15, 2016, and incorporated herein by reference).

— Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.45).

— 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 (File No.

001-11239), and incorporated herein by reference).

— Supplemental Indenture No.

17, dated as of December 9, 2016, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 9, 2016 (File No.

001-11239), and incorporated herein by reference).

17, dated as of December 9, 2016, by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 9, 2016, and incorporated herein by reference).

— Supplemental Indenture No.

18, dated as of June 22, 2017, 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 (File No.

001-11239), 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 4.49).

— 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 (File No.

001-11239), and incorporated herein by reference).

Index to Financial Statements

— Supplemental Indenture No.

19, dated as of August 23, 2018, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 23, 2018 (File No.

001-11239), and incorporated herein by reference).

19, dated as of August 23, 2018, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 23, 2018, and incorporated herein by reference).

— Form of 5.375% Senior Notes Due 2026 (included in Exhibit 4.52).

— Supplemental Indenture No.

20, dated as of August 23, 2018, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 23, 2018 (File No.

001-11239), and incorporated herein by reference).

20, dated as of August 23, 2018, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 23, 2018, and incorporated herein by reference).

— Form of 5.625% Senior Notes Due 2028 (included in Exhibit 4.54).

— Supplemental Indenture No.

21, dated as of January 22, 2019, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed January 22, 2019 (File No.

001-11239), and incorporated herein by reference).

21, dated as of January 22, 2019, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed January 22, 2019, and incorporated herein by reference).

— Supplemental Indenture No.

22, dated as of January 30, 2019, 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 (File No.

001-11239), 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 4.57).

— Supplemental Indenture No.

23, dated as of June 12, 2019, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 12, 2019 (File No.

001-11239), and incorporated herein by reference).

23, dated as of June 12, 2019, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference).

— Supplemental Indenture No.

24, dated as of June 12, 2019, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed June 12, 2019 (File No.

001-11239), and incorporated herein by reference).

24, dated as of June 12, 2019, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference).

— Supplemental Indenture No.

25, dated as of June 12, 2019, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed June 12, 2019 (File No.

001-11239), and incorporated herein by reference).

25, dated as of June 12, 2019, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed June 12, 2019, and incorporated herein by reference).

— Form of 4 1/8% Senior Secured Notes due 2029 (included in Exhibit 4.59).

1 unchanged sentence

— Form of 5 1/4% Senior Secured Notes due 2049 (included in Exhibit 4.61).

— Additional Receivables Intercreditor Agreement, dated as of June 12, 2019, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed June 12, 2019 (File No.

001-11239), and incorporated herein by reference).

— Supplemental Indenture No.

26, dated as of February 26, 2020, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 26, 2020 (File No.

001-11239), and incorporated herein by reference).

Index to Financial Statements

26, dated as of February 26, 2020, by and among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 26, 2020, and incorporated herein by reference).

— Form of 3.500% Senior Notes Due 2030 (included in Exhibit 4.66).

— Credit Agreement, dated as of March 19, 2020, by and among HCA Inc., as borrower, 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 March 20, 2020 (File No.

001-11239), and incorporated herein by reference).

— Guarantee, dated as of March 19, 2020, by and among the subsidiary guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No.

001-11239), and incorporated herein by reference).

— Additional First Lien Secured Party Consent, dated as of March 19, 2020, by and among Bank of America, N.A., as administrative agent, Bank of America, N.A., as collateral agent, HCA Inc., as borrower, and the subsidiary guarantors party thereto (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No.

001-11239), and incorporated herein by reference).

— Additional Receivables Intercreditor Agreement, dated as of March 19, 2020, by and between Bank of America, N.A., as ABL Collateral Agent and Bank of America, N.A., as New First Lien Collateral Agent, and consented to by HCA Inc., as borrower, and the subsidiary grantors party thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No.

001-11239), and incorporated herein by reference).

— Supplement No.

1, dated as of March 31, 2020, to the Guarantee, dated as of March 19, 2020, by and among each of the new guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

001-11239), and incorporated herein by reference).

— Supplemental Indenture No.

27, dated as of June 30, 2021, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).

— Supplemental Indenture No.

28, dated as of June 30, 2021, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).

— Form of 2 3/8% Senior Secured Notes Due 2031 (included in Exhibit 4.68).

— Form of 3 1/2% Senior Secured Notes Due 2051 (included in Exhibit 4.69).

— 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).

— 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.

4 unchanged sentences

— First Amendment to 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and incorporated herein by reference).*

— Second Amendment to the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No.

001-11239), and incorporated herein by reference).*

— Management Stockholder’s Agreement dated November 17, 2006 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No.

001-11239), and incorporated herein by reference).

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and incorporated herein by reference).*

— Management Stockholder’s Agreement, dated November 17, 2006 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference).

— Form of Omnibus Amendment to HCA Holdings, Inc.’s Management Stockholder’s Agreements (filed as Exhibit 10.39 to the Company’s Registration Statement on Form S-1 (File No.

1 unchanged sentence

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

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 14, 2012 (File No.

001-11239), and incorporated herein by reference).*

Index to Financial Statements

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 (File No.

001-11239), and incorporated herein by reference).*

— Retirement Agreement between the Company and Thomas F.

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.

Frist, Jr., M.D.

dated as of January 1, 2002 (filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No.

001-11239), and incorporated herein by reference).*

— Amended and Restated HCA Supplemental Executive Retirement Plan, effective December 22, 2010, except as provided therein (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No.

001-11239), and incorporated herein by reference).*

— Amendment, dated December 22, 2020, to Amended and Restated HCA Supplemental Executive Retirement Plan.*

— Amended and Restated HCA Restoration Plan, effective December 22, 2010 (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No.

001-11239), and incorporated herein by reference).*

— Amendment to the Amended and Restated HCA Restoration Plan, effective June 5, 2020 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

001-11239), and incorporated herein by reference).*

(filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference).*

— Amendment, dated December 22, 2020, to Amended and Restated HCA Supplemental Executive Retirement Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).*

— Amended and Restated HCA Restoration Plan, effective December 22, 2010 (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).*

— Employment Agreement dated November 16, 2006 (Samuel N.

Hazen) (filed as Exhibit 10.27(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No.

001-11239), and incorporated herein by reference).*

Hazen) (filed as Exhibit 10.27(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 , and incorporated herein by reference).*

— Employment Agreement dated November 16, 2006 (Charles J.

Hall) (filed as Exhibit 10.28(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No.

001-11239), and incorporated herein by reference).*

Hall) (filed as Exhibit 10.28(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and incorporated herein by reference).*

— Amendment to Employment Agreement effective February 9, 2011 (Samuel N.

Hazen) (filed as Exhibit 10.29(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No.

001-11239), and incorporated herein by reference).*

Hazen) (filed as Exhibit 10.29(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).*

— Second Amendment to Employment Agreement effective January 29, 2015 (Samuel N.

2 unchanged sentences

— Third Amendment to Employment Agreement effective January 27, 2016 (Samuel N.

Hazen) (filed as Exhibit 10.23(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No.

001-11239), and incorporated herein by reference).*

Hazen) (filed as Exhibit 10.23(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference).*

— Amendment to Employment Agreement effective January 27, 2016 (Charles J.

Hall) (filed as Exhibit 10.23(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No.

001-11239), and incorporated herein by reference).*

Hall) (filed as Exhibit 10.23(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference).*

— Fourth Amendment to Employment Agreement effective November 14, 2016 (Samuel N.

Hazen) (filed as Exhibit 10.16(l) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No.

001-11239), and incorporated herein by reference).*

Hazen) (filed as Exhibit 10.16(l) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference).*

— Fifth Amendment to Employment Agreement effective January 1, 2019 (Samuel N.

Hazen) (filed as Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

001-11239), and incorporated herein by reference).*

— Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, between HCA Inc.

and certain other parties thereto (filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No.

001-11239), and incorporated herein by reference).

Index to Financial Statements

Hazen) (filed as Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).*

— Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, by and between HCA Inc.

and certain other parties thereto (filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 , and incorporated herein by reference).

— Assignment and Assumption Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc.

and HCA Merger Sub LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No.

000-18406), and incorporated herein by reference).

— Omnibus Amendment to Various Stock and Option Plans and the Management Stockholders’ Agreement, dated November 22, 2010 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No.

000-18406), and incorporated herein by reference).*

and HCA Merger Sub LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference).

— Omnibus Amendment to Stock Option Agreements Issued Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as amended, effective February 16, 2011 (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No.

001-11239), and incorporated herein by reference).*

— Stockholders’ Agreement, dated as of March 9, 2011, by and among the Company, Hercules Holding II, LLC and the other signatories thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 16, 2011 (File No.

001-11239), and incorporated herein by reference).

— Amendment, dated as of September 21, 2011, to the Stockholders’ Agreement, dated as of March 9, 2011 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 21, 2011 (File No.

001-11239), and incorporated herein by reference).

and its Affiliates, as amended, effective February 16, 2011 (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).*

— Form of Director Restricted Share Unit Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No.

001-11239), and incorporated herein by reference).*

— Executive Severance Policy (filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).*

— Executive Severance Policy (filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference).*

— HCA Holdings, Inc.

2 unchanged sentences

— Form of 2015 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 4, 2015 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 4, 2015, and incorporated herein by reference).*

— Form of 2016 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference).*

— Form of Director Restricted Share Unit Agreement (Annual Award) Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and incorporated herein by reference).*

— Form of 2017 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference).*

— Form of 2018 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No.

001-11239), and incorporated herein by reference).*

Index to Financial Statements

— Form of 2018 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 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No.

001-11239), and incorporated herein by reference).*

— HCA Holdings, Inc.

2018 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2018 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and incorporated herein by reference).*

— Form of 2019 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

001-11239), and incorporated herein by reference).*

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 (File No.

001-11239), and incorporated herein by reference).*

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).*

— HCA Healthcare, Inc.

2019 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2019 (File No.

001-11239), and incorporated herein by reference).*

2019 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2019, 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.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference).*

— Form of 2020 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No 001-11239), and incorporated herein by reference).*

— 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc., and its Affiliates (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No.

333-237967), and incorporated herein by reference).*

and its Affiliates, as Amended and Restated (filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference).*

— 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc., and its Affiliates (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, and incorporated herein by reference).*

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

8 unchanged sentences

— HCA Healthcare, Inc.

2020 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2020 (File No.

001-11239), and incorporated herein by reference).*

2020 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2020, and incorporated herein by reference).*

— Form of Director Restricted Share Unit Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 10.2 to the Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

001-11239), and incorporated herein by reference).*

and its Affiliates (filed as Exhibit 10.2 to the Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference).*

— Form of 2021 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).*

— Form of 2021 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

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

— 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.

and its Affiliates.*

Index to Financial Statements

— Form of 2022 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

13 unchanged sentences

Management compensatory plan or arrangement.

Index to Financial Statements

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HCA HEALTHCARE, INC.

/ S / S AMUEL N.

Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/ S / S AMUEL N.

Chief Executive Officer and Director

1 unchanged sentence

February 18, 2022

/ S / W ILLIAM B.

Executive Vice President and

3 unchanged sentences

February 18, 2022

/ S / T HOMAS F.

Chairman and Director

February 18, 2022

/ S / M EG G.

February 18, 2022

/ S / R OBERT J.

February 18, 2022

/s/ N ANCY -A NN D E P ARLE

February 18, 2022

/ S / W ILLIAM R.

February 18, 2022

/ S / C HARLES O.

H OLLIDAY , J R .

Holliday, Jr.

February 18, 2022

/ S / M ICHAEL W.

February 18, 2022

/ S / W AYNE J.

February 18, 2022

Index to Financial Statements

February 18, 2022

HCA HEALTHCARE, INC.

8 unchanged sentences

Notes to Consolidated Financial Statements

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

22 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.

Index to Financial Statements

Revenue Recognition

11 unchanged sentences

We tested internal controls that address the risks of material misstatement related to the measurement and valuation of revenues, including estimation of contractual allowances and implicit price concessions.

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

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

To test the estimated contractual allowances 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.

7 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.

Index to Financial Statements

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

8 unchanged sentences

February 18, 2022

Index to Financial Statements

HCA HEALTHCARE, INC.

17 unchanged sentences

Shares used in earnings per share calculations (in millions):

The accompanying notes are an integral part of the consolidated financial statements.

Index to Financial Statements

The accompanying notes are an integral part of the cons o

lidated financial statements.

HCA HEALTHCARE, INC.

4 unchanged sentences

Foreign currency translation

Unrealized gains (losses) on available-for-sale

Unrealized (losses) gains on available-for-sale

Defined benefit plans

2 unchanged sentences

Interest costs (benefits) included in interest expense

Other comprehensive loss before taxes

Other comprehensive income (loss) before taxes

Income taxes (benefits) related to other comprehensive income items

Other comprehensive loss

Other comprehensive income (loss)

Comprehensive income

1 unchanged sentence

Comprehensive income attributable to HCA Healthcare, Inc.

The accompanying notes are an integral part of the consolidated financial statements.

Index to Financial Statements

The accompanying notes are an integral part of t h

e consolidated financial statements.

HCA HEALTHCARE, INC.

12 unchanged sentences

operating lease assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

7 unchanged sentences

Income taxes and other liabilities

Stockholders’ equity (deficit):

Stockholders’ equity:

Common stock $ 0.01 par;

7 unchanged sentences

The accompanying notes are an integral part of the consolidated financial statements.

Index to Financial Statements

HCA HEALTHCARE, INC.

6 unchanged sentences

Comprehensive

(in millions)

Balances, December 31, 2018

5 unchanged sentences

Distributions

Reclassification of stranded tax

Balances, December 31, 2019

6 unchanged sentences

Balances, December 31, 2020

Comprehensive income (loss)

Comprehensive income

Repurchase of common stock

5 unchanged sentences

The accompanying notes are an integral part of the consolidated financial statements.

Index to Financial Statements

HCA HEALTHCARE, INC.

35 unchanged sentences

Income tax payments, net

The accompanying notes are an integral part of the consolidated financial statements.

Index to Financial Statements

The accompanying notes are a n

integral part of the consolidated financial statements.

HCA HEALTHCARE, INC.

6 unchanged sentences

and partnerships and joint ventures in which such subsidiaries are partners.

At December 31, 2020 these affiliates owned and operated 185 hospitals, 121

freestanding surgery centers, 21 freestanding endoscopy centers and provided extensive outpatient and ancillary services.

HCA Healthcare, Inc.’s facilities are located

in 20 states and England.

At December 31, 2021 these affiliates owned and operated 182 hospitals, 125 freestanding surgery centers, 21 freestanding endoscopy centers and provided extensive outpatient and ancillary services.

HCA Healthcare, Inc.’s facilities are located in 20 states and England.

The terms “Company,” “HCA,” “we,” “our” or “us,” as used herein and unless otherwise stated or indicated by context, refer to HCA Healthcare, Inc.

12 unchanged sentences

Costs that could be classified as general and administrative include our corporate office costs, which were $ 400 million, $ 416 million and $ 370 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Pandemic and CARES Act Funding

On March 11, 2020, the World Health Organization designated COVID-19

as a global pandemic.

Patient volumes and the related revenues for most of our services were significantly impacted during the latter portion of the first quarter and the first half of the second quarter of 2020 and have continued to be impacted as various policies that were implemented by federal, state and local governments in response to the COVID-19

pandemic, including policies that have caused many people to remain at home, forced the closure of or limitations on certain businesses, and suspended elective surgical procedures by health care facilities.

While many of these restrictions have been eased across the U.S.

and most states have lifted moratoriums on non-emergent

procedures, restrictions remain in place or may be adopted or re-imposed,

and the possibility exists that the public, particularly segments with a high mortality risk, could remain wary of real or perceived opportunities for exposure to the virus.

We are unable to predict the future impact of the pandemic on our operations.

During 2020, we received approximately $ 4.4 billion of accelerated Medicare payments and approximately $ 1.8 billion in general and targeted distributions from the Provider Relief Fund, both as provided for and established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

During October 2020,

we announced our decision to return, or repay early, all of our share of the Provider Relief Fund distributions and all of the Medicare accelerated payments.

During the fourth quarter of 2020, we returned, or repaid early, approximately $ 6.1 billion of these funds.

The unreturned Provider Relief Funds of $ 83 million, related to amounts received by certain of our partnership entities, are recorded under the caption “other accrued

Index to Financial Statements

Patient volumes and the related revenues for most of our services were significantly impacted during the latter portion of the first quarter and the first half of the second quarter of 2020 and have continued to be impacted as various policies were implemented by federal, state and local governments in response to the COVID-19

During the second quarter of 2021, our patient volumes improved as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased.

For the remainder of 2021, our patient volumes exhibited consistent growth over the prior year, with the exception of inpatient surgeries, and included a resurgence of COVID-19

admissions and the re-imposition

of pandemic-related restrictions in certain markets.

We believe the extent of the COVID-19

pandemic’s impact on our operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond our control and ability to forecast.

Because of these uncertainties, we cannot estimate how long or to what extent the pandemic will impact our operations.

HCA HEALTHCARE, INC.

1 unchanged sentence

NOTE 1 — ACCOUNTING POLICIES (continued)

Pandemic and CARES Act Funding (continued)

expenses” in our consolidated balance sheet at December 31, 2020.

Our share of these funds will be returned in 2021 after final determination of amounts earned and distributable to the members of each respective partnership.

The CARES Act also provides for a deferral of payments of the employer portion of Social Security tax incurred during the pandemic, allowing half of such payroll taxes to be deferred until December 2021 and the remaining half until December 2022.

At December 31, 2020, the Company had deferred $ 688 million of Social Security taxes.

Additionally, the CARES Act created a payroll tax credit designed to encourage companies to retain employees during the pandemic.

During the year ended December 31, 2020, the Company evaluated its eligibility for this credit and recorded $ 60 million of employee retention payroll tax credits pursuant to the CARES Act.

These tax credits were recorded as a reduction of salaries and benefits in our consolidated income statement.

We believe the extent of the COVID-19 pandemic’s impact on our operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond our control and ability to forecast.

Such factors include, but are not limited to :

the severity or duration of the pandemic, including whether there will be additional periods of increases in the number of COVID-19 cases in the areas in which we operate, the rollout and availability of effective medical treatments and vaccines, the efficacy of public health controls, including vaccines, and the impact of any mutations of the virus;

the scope and duration of stay-at-home practices and business closures and restrictions;

recommended or required suspensions of elective procedures;

continued declines in patient volumes for an indeterminable length of time;

increases in the number of uninsured and underinsured patients as a result of higher sustained rates of unemployment;

incremental expenses required for supplies and personal protective equipment;

and changes in professional and general liability exposure.

Because of these and other uncertainties, we cannot estimate how long or how severely the pandemic will impact our business.

If we experience declines in cash flows and results of operations, such declines could have an impact on the inputs and assumptions used in significant accounting estimates, including estimated implicit price concessions related to uninsured patient accounts, professional and general liability reserves, and potential impairments of goodwill and long-lived assets.

Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients.

5 unchanged sentences

Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors.

Services provided to patients having Medicaid coverage are generally paid at prospectively

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Revenues (continued)

determined rates per discharge, per identified service or per covered member.

Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member.

Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service

11 unchanged sentences

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation.

Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process).

The adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the respective year resulted in net increases to revenues of $ 70 million, $ 51 million and $ 29 million in 2020, 2019 and 2018, respectively.

The adjustments to estimated reimbursement amounts related primarily to cost reports filed during previous years resulted in a net reduction

to revenues of $ 5 million in 2020 and net increases to revenues of $ 13 million and $ 51 million in 2019 and 2018, respectively.

The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition.

The obligation to screen and stabilize emergency medical conditions exists regardless of an

Index to Financial Statements

HCA HEALTHCARE, INC.

2 unchanged sentences

Revenues (continued)

individual’s ability to pay for treatment.

Medicare, this is generally referred to as the “cost report” filing and settlement process).

The adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the respective year resulted in net increases to revenues of $ 53 million, $ 70 million and $ 51 million in 2021, 2020 and 2019, respectively.

The adjustments to estimated reimbursement amounts related primarily to cost reports filed during previous years resulted in a net increase to revenues of $ 19 million in 2021, a net reduction to revenues of $ 5 million in 2020 and a net increase to revenues of $ 13 million in 2019.

The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment.

Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive.

Patients treated at hospitals for non-elective

care, who have income at or below 400 % of the federal poverty level, were eligible for charity care, and we limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level.

Patients treated at hospitals for non-elective care, who have income above 400 % of the federal poverty level, were eligible for certain other discounts which limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level.

care, who have income at or below 400 % of the federal poverty level, are eligible for charity care, and we limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level.

Patients treated at hospitals for non-elective

care, who have income above 400 % of the federal poverty level, are eligible for certain other discounts which limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level.

We apply additional discounts to limit patient responsibility for certain emergency services.

4 unchanged sentences

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

The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance.

The collection of outstanding receivables from Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance.

The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding.

4 unchanged sentences

Management relies on the results of detailed reviews of historical writeoffs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable.

We perform the hindsight analysis quarterly, utilizing rolling twelve-months accounts receivable collection and writeoff data.

We believe our quarterly updates to the estimated implicit price concession amounts at each of our hospital facilities provide reasonable estimates of our revenues and valuations of our accounts receivable.

These routine, quarterly changes in estimates have not resulted in material adjustments to the valuations of our accounts receivable or period-to-period

comparisons of our revenues

At December 31, 2020 and 2019, estimated implicit price concessions of $ 6.108 billion and $ 6.953 billion, respectively, had been recorded to adjust our revenues and accounts receivable to the estimated amounts we expect to collect.

Index to Financial Statements

We perform the hindsight analysis quarterly, utilizing rolling twelve-months accounts

HCA HEALTHCARE, INC.

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Revenues (continued)

receivable collection and writeoff data.

These routine, quarterly changes in estimates have not resulted in material adjustments to the valuations of our accounts receivable or period-to-period

comparisons of our revenues.

At December 31, 2021 and 2020, estimated implicit price concessions of $ 6.784 billion and $ 6.108 billion, respectively, had been recorded to adjust our revenues and accounts receivable to the estimated amounts we expect to collect.

To quantify the total impact of the trends related to uninsured patient accounts, we believe it is beneficial to view total uncompensated care, which is comprised of charity care, uninsured discounts and implicit price concessions.

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The total uncompensated care amounts include charity care of $ 13.644 billion, $ 13.763 billion and $ 13.260 billion for the years ended December 31, 2021, 2020 and 2019, respectively.

The estimated costs of charity care were $ 1.652 billion, $ 1.591 billion and $ 1.068 billion for the years ended December 31, 2020, 2019 and 2018, respectively.

The estimated cost of charity care was $ 1.542 billion, $ 1.652 billion and $ 1.591 billion for the years ended December 31, 2021, 2020 and 2019, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include highly

liquid investments with a maturity of three months or less when purchased.

Cash and cash equivalents include highly liquid investments with a maturity of three months or less when purchased.

Our insurance subsidiaries’ cash equivalent investments in excess of the amounts required to pay estimated professional liability claims during the next twelve months are not included in cash and cash equivalents as these funds are not available for general corporate purposes.

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

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Accounts Receivable

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We do not believe there are any other significant concentrations of revenues from any particular payer that would subject us to any significant credit risks in the collection of our accounts receivable.

Days revenues in accounts receivable were 45 days, 50 days and 51 days at December 31, 2020, 2019 and 2018,

respectively.

The five-day decline from December 31, 2019 to December 31, 2020 was primarily due to the combined impact of a $ 329 million decline in accounts receivable at December 31, 2020, compared to December 31, 2019, and a 5.7 % increase in fourth

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Accounts Receivable (continued)

quarter 2020 revenues per day compared to fourth quarter 2019 revenues per day.

Days revenues in accounts receivable were 49 days, 45 days and 50 days at December 31, 2021, 2020 and 2019, respectively.

The five-day decline during 2020 was primarily related to the COVID-19 impacts of continuing to collect our accounts receivable from the pre-COVID-19 period, while experiencing lower revenues (primarily during the first and second quarters of 2020) that slowed the return of our accounts receivable balances back to pre-COVID-19 levels in 2021.

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

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Investments of Insurance Subsidiaries

At December 31, 2020 and 2019, the investments of our 100 % owned insurance subsidiaries were classified as “available-for-sale”

At December 31, 2021 and 2020, the investment securities held by our insurance subsidiaries were classified as “available-for-sale”

as defined in Accounting Standards Codification (“ASC”) No.

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Our investment securities evaluation process involves subjective judgments, often involves estimating the outcome of future events, and requires a significant level of professional judgment in determining whether a credit-related impairment has occurred.

We evaluate, among other things, the financial position and near term prospects of the issuer, conditions in the issuer’s industry, liquidity of the investment, changes in the amount or timing of expected future cash flows from the investment, and recent downgrades of the issuer by a rating agency, to determine if, and when, a decline in the fair value of an investment below amortized cost is considered to be a credit-related impairment.

We evaluate, among other things, the financial position and

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Investments of Insurance Subsidiaries (continued)

near term prospects of the issuer, conditions in the issuer’s industry, liquidity of the investment, changes in the amount or timing of expected future cash flows from the investment, and recent downgrades of the issuer by a rating agency, to determine if, and when, a decline in the fair value of an investment below amortized cost is considered to be a credit-related impairment.

The extent to which the fair value of the investment is less than amortized cost and our ability and intent to retain the investment, to allow for any anticipated recovery of the investment’s fair value, are important components of our investment securities evaluation process .

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In addition to the annual impairment review, impairment reviews are performed whenever circumstances indicate a possible impairment may exist.

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Goodwill and Intangible Assets (continued)

Impairment testing for goodwill is done at the reporting unit level.

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No goodwill impairments were recognized during 2021, 2020 or 2019.

During 2020, goodwill increased by $ 279

million related to acquisitions, including the finalization of the accounting for certain prior year acquisitions, and declined

by $ 9 million related to foreign currency translation and other adjustments.

During 2019, goodwill increased by $ 332 million related to acquisitions and declined by $ 4 million related to foreign currency translation and other adjustments.

During 2020, identifiable intangible assets increased by $65 million related to acquisitions, including the finalization of the accounting for certain prior year acquisitions, and declined by

$ 26 million due to amortization and other adjustments.

During 2019, identifiable intangible assets declined by $ 12 million due to amortization, foreign currency translation and other adjustments.

Identifiable intangible assets are amortized over estimated lives ranging generally from three to 10 years.

The gross carrying amounts of identifiable intangible assets at December 31, 2020 and 2019 were

$ 249 million and $ 184 million, respectively, and accumulated amortization was $ 149 million and $ 123 million, respectively.

The gross carrying amount of indefinite-lived identifiable intangible assets at both December 31, 2020 and 2019 was $ 269 million.

Indefinite-lived identifiable intangible assets are not amortized but are subject to annual impairment tests, and impairment reviews are performed whenever circumstances indicate a possible impairment may exist.

During 2021, goodwill increased by $ 1.002 billion related to acquisitions and declined by $ 75 million related to foreign currency translation and other adjustments.

During 2020, goodwill increased by $ 279 million related to acquisitions, including the finalization of the accounting for certain prior year acquisitions, and declined by $ 9 million related to foreign currency translation and other adjustments.

During 2021, identifiable intangible assets increased by $ 60 million related to acquisitions and declined by $ 25 million due to amortization and other adjustments.

During 2020, identifiable intangible assets increased by $ 65 million related to acquisitions, including the finalization of the accounting for certain prior year acquisitions, and declined by $ 26 million due to amortization and other adjustments.

Identifiable intangible assets with finite lives

are amortized over estimated lives ranging generally from three to 10 years.

The gross carrying amounts of

identifiable intangible assets at December 31, 2021 and 2020 were $ 274 million and $ 249 million, respectively, and accumulated amortization was

$ 175 million and $ 149 million, respectively.

The gross carrying amounts of indefinite-lived identifiable intangible assets at December 31, 2021 and

2020 were $ 304 million and $ 269 million, respectively.

Indefinite-lived identifiable intangible assets are not amortized but are

subject to annual

impairment tests, and impairment reviews are performed whenever circumstances indicate a possible impairment may exist.

Debt Issuance Costs and Discounts

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Amortization of debt issuance costs and discounts is included in interest expense and was $ 27 million, $ 30 million and $ 30 million for 2021, 2020 and 2019, respectively.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Professional Liability Claims

Reserves for professional liability risks were $ 2.022 billion and $ 1.963 billion at December 31, 2021 and 2020, respectively.

The current portion of the reserves, $ 477 million and $ 457

million at December 31, 2020 and 2019, respectively, is included in “other accrued expenses” in the consolidated balance sheets.

Provisions for losses related to professional liability risks were

$ 435 million, $ 497 million and $ 447

million for 2020, 2019 and 2018, respectively, and are included in “other operating expenses” in our consolidated income statements.

The current portion of the reserves, $ 508 million and $ 477 million at December 31, 2021 and 2020, respectively, is included in “other accrued expenses” in the consolidated balance sheets.

Provisions for losses related to professional liability risks were $ 453 million, $ 435 million and $ 497 million for 2021, 2020 and 2019, respectively, and are included in “other operating expenses” in our consolidated income statements.

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

During 2020, 2019 and 2018, we recorded reductions to the provision for professional liability risks of

$ 112 million ,

million and $ 70 million,

respectively, due to the receipt of updated actuarial information.

During 2021, 2020 and 2019, we recorded reductions to the provision for professional liability risks of $ 87 million, $ 112 million and $ 50 million, respectively, due to the receipt of updated actuarial information.

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

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

Those estimates are subject to the effects of trends in loss severity and

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Professional Liability Claims (continued)

Those estimates are subject to the effects of trends in loss severity and frequency.

The estimates are continually reviewed and adjustments are recorded as experience develops or new information becomes known.

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

The reserves for professional liability risks cover approximately 2,300 individual claims at both December 31, 2020 and 2019 and estimates for unreported potential claims.

The reserves for professional liability risks cover approximately 2,100 and 2,300 individual claims at December 31, 2021 and 2020, respectively, and estimates for unreported potential claims.

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

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however, there can be no assurance the ultimate liability will not exceed our estimates.

A portion of our professional liability risks is insured through a 100% owned insurance subsidiary.

Subject, in most cases, to a $ 15 million per occurrence self-insured retention, our facilities are insured by our 100% owned insurance subsidiary for losses up to $ 50

million per occurrence.

The insurance subsidiary has obtained reinsurance for professional liability risks generally above a retention level of either

million or $ 35 million per occurrence, depending on the jurisdiction for the related claim.

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 $ 75 million per occurrence.

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

We also maintain professional liability insurance with unrelated commercial carriers for losses in excess of amounts insured by our insurance subsidiary.

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Changes in the fair value of derivatives are recognized periodically in stockholders’ equity, as a component of other comprehensive income (loss), provided the derivative financial instrument qualifies for hedge accounting.

Gains and losses on derivatives designated as cash flow hedges, to the extent they are effective, are recorded in other comprehensive income (loss), and subsequently reclassified to earnings to offset the impact of the forecasted transactions when they occur.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Financial Instruments (continued)

the impact of the forecasted transactions when they occur.

In the event the forecasted transaction to which a cash flow hedge relates is no longer likely, the amount in other comprehensive income is recognized in earnings and generally the derivative is terminated.

The net interest paid or received on interest rate swaps is recognized as adjustments to interest expense.

The net interest paid or received on interest rate swaps is recognized as an adjustment to interest expense.

Gains and losses resulting from the early termination of interest rate swap agreements are deferred and amortized as adjustments to interest expense over the remaining term of the debt originally associated with the terminated swap.

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Accordingly, we have recorded noncontrolling interests in the earnings and equity of such entities.

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — SHARE-BASED COMPENSATION

Reclassifications

Certain prior year amounts have been reclassified to conform to the 2020 presentation.

Stock Incentive Plans

In May 2020, the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates

(the “2020 Plan”) was established to replace the 2006 Stock Incentive Plan for Key Employees of HCA Holdings

and its Affiliates (the “2006 Plan”).

Our stock incentive plans are designed to promote the long-term financial interests and growth of the Company by attracting and retaining management and other personnel, motivating them to achieve long range goals and aligning their interests with those of our stockholders through opportunities for stock-based compensation and stock ownership in the Company.

Stock option, stock appreciation right (“SARs”) and restricted share unit (“RSUs”) grants vest solely based upon continued employment over a specific period of time, and performance share unit (“PSUs”) grants vest based upon both continued employment over a specific period of time and the achievement of predetermined financial targets over time.

No further grants will be made under the 2006 Plan, and no shares under the 2006 Plan are available for grant under the 2020 Plan.

At December 31, 2020 there were 20.274 million shares available for future grants under the 2020 Plan.

At December 31, 2021 there were

16.290 million shares available for future grants.

Employee Stock Purchase Plan

Our employee stock purchase plan (“ESPP”) provides our participating employees an opportunity to obtain shares of our common stock at a discount (through payroll deductions over three-month periods).

At December 31, 2020, 5.865 million shares of common stock were reserved for issuance under the ESPP provisions.

At December 31, 2021, 5.173 million shares of common stock were reserved for ESPP issuances.

During 2021, 2020 and 2019, the Company recognized $ 15 million, $ 13 million and $ 12 million, respectively, of compensation expense related to the ESPP.

Stock Option, SAR, RSU and PSU Activity – All Plans

Stock Option, SAR, RSU and PSU Activity

The fair value of each stock option and SAR award is estimated on the grant date, using valuation models and the weighted average assumptions indicated in the following table.

Awards under our stock incentive plans generally vest based on continued employment (“Time Stock Options and SARs” and “Time RSUs”) and based upon continued employment and the achievement of certain financial targets (“Performance Stock Options and SARs”, “Performance RSUs” and “PSUs”).

PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance of less than 90% of target for 2020 and 2019 grants and less than 80% of target for 2018 and prior grants) to two times the original PSU grant (for actual performance of 110% or more of target for 2020 and 2019 grants and 120% or more of target for 2018 and prior grants).

Each grant is valued as a single award with an expected term equal to the average expected term of the component vesting tranches.

Awards under our stock incentive plans generally vest based on continued employment (“Time Stock Options and SARs” and “RSUs”) or based upon continued employment and the achievement of certain financial targets (“Performance Stock Options and SARs” and “PSUs”).

PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance of less than 90% of target for 2021, 2020 and 2019 grants) to two times the original PSU grant (for actual performance of 110% or more of target for 2021, 2020 and 2019 grants).

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — SHARE-BASED COMPENSATION (continued)

Stock Option, SAR, RSU and PSU Activity (continued)

grant is valued as a single award with an expected term equal to the average expected term of the component vesting tranches.

The expected term of the share-based award is limited by the contractual term.

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The expected dividend yield is estimated based on the assumption that the dividend yield at date of grant will be maintained over the expected life of the grant.

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — SHARE-BASED COMPENSATION (continued)

Stock Option, SAR, RSU and PSU Activity – All Plans (continued)

Risk-free interest rate

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Options and SARs exercisable, December 31, 2021

The weighted average fair values of stock options and SARs granted during 2020, 2019 and 2018 were $ 35.98 , $ 38.21 and $ 28.90 per share, respectively.

The total intrinsic value of stock options and SARs exercised during 2020, 2019 and 2018 was $ 328 million, $ 153 million and $ 456 million, respectively.

As of December 31, 2020, the unrecognized compensation cost related to nonvested stock options and SARs was $ 53 million.

Index to Financial Statements

HCA HEALTHCARE, INC.

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NOTE 2 — SHARE-BASED COMPENSATION (continued)

Stock Option, SAR, RSU and PSU Activity – All Plans (continued)

Information regarding Time RSUs, Performance RSUs and PSUs activity during 2020, 2019 and 2018 is summarized below (share amounts in thousands):

Stock Option, SAR, RSU and PSU Activity (continued)

The weighted average fair values of stock options and SARs granted during 2021, 2020 and 2019 were $ 54.57 , $ 35.98 and $ 38.21 per share, respectively.

The total intrinsic value of stock options and SARs exercised during 2021, 2020 and 2019 was $ 404 million, $ 328 million and $ 153 million, respectively.

As of December 31, 2021, the unrecognized compensation cost related to nonvested stock options and SARs was $ 46 million.

Information regarding RSUs and PSUs activity during 2021, 2020 and 2019 is summarized below (share amounts in thousands):

RSUs and PSUs outstanding, December 31, 2018

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NOTE 3 — ACQUISITIONS AND DISPOSITIONS

During 2020, we paid $ 568 million to acquire a hospital in New Hampshire and other nonhospital health care entities.

During 2019, we paid $ 1.384 billion to acquire a seven -hospital health system in North Carolina and $ 298 million to acquire nonhospital health care entities.

During 2018, we paid $ 792 million to acquire two hospital facilities and $ 461 million to acquire nonhospital health care entities.

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

The purchase price paid in excess of the fair value of identifiable net assets of these acquired entities aggregated $ 279 million, $ 332 million and $ 636 million in 2020, 2019 and 2018, 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 2020, we received proceeds of $ 68 million and recognized a pretax loss of $ 7 million ($ 9 million after tax) related to the sale of a hospital facility from our American Group (Mississippi market) and sales of real estate and other investments.

During 2019, we received proceeds of $ 61 million and recognized a pretax gain of $ 18 million ($ 13 million after tax) related to the sale of a hospital facility from our American Group (a Louisiana

Index to Financial Statements

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).

The acquisition of the network of urgent care centers occurred during December 2021.

At December 31, 2021, our purchase accounting procedures were not complete, and completion of these procedures will include an analysis of the leases assumed and our review for possible identifiable intangible assets acquired.

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).

During 2020, we paid $ 568 million to acquire a ho spital in New Hampshire and other nonhospital health care entities.

During 2019, we paid $ 1.384 billion to

HCA HEALTHCARE, INC.

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NOTE 3 — ACQUISITIONS AND DISPOSITIONS (continued)

market) and sales of real estate and other investments.

During 2018, we received proceeds of $

758 million and recognized a pretax gain of $ 353 million ($ 265 million after tax) related to the sale of two hospital facilities from our American Group (Oklahoma market).

During 2018, we also received proceeds of $ 50 million and recognized pretax gains of $ 75 million ($ 59 million after tax) related to sales of real estate and other investments.

acquire a seven -hospital health system in North Carolina and $ 298 million to acquire nonhospital health care entities.

Purchase price amounts have been allocated to the related assets acquired and liabilities

assumed based upon their respective fair values.

The purchase price paid in excess of the fair value of identifiable net assets of these acquired entities aggregated $

1.002 billion, $

279 million and $

332 million in

2019 , 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 2021, we received proceeds of $ 1.502 billion and recognized a pretax gain of $ 1.226 billion ($ 920 million after tax) related to the sale of five

hospital facilities in Georgia, comprised of

three facilities from our American Group (northern Georgia market) and two facilities from our National Group (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.

During 2020, we received proceeds of $ 68 million and recognized a pretax loss of $ 7 million ($ 9 million after tax) related to the sale of a hospita l facility from our American Group (Mississippi market) and sales of real estate and other investments.

During 2019, we received proceeds of $ 61 million and recognized a pretax gain of $ 18 million ($ 13 million after tax) related to the sale of a hospital facility from our American Group (a Louisiana market) and sales of real estate and other investments.

NOTE 4 — INCOME TAXES

The provision for income taxes consists of the following (dollars in millions):

The 2017 Tax Cuts and Jobs Act (“Tax Act”) significantly revised U.S.

corporate income taxes, including lowering the statutory corporate tax rate from 35 % to 21 % beginning in 2018.

We completed our analysis of the impact of the Tax Act during 2018, reducing our provision for income taxes for the year ended December 31, 2018 by $ 67 million related to a remeasurement of certain deferred tax assets and liabilities for which we were unable to make reasonable estimates in 2017.

Our provision for income taxes for the years ended December 31, 2021, 2020 and 2019 included tax benefits of $ 119 million, $ 92 million and $ 65 million, respectively, related to the settlement of employee equity awards.

During 2018, we recorded a reduction to our provision for income taxes of $ 28 million for tax credits related to certain 2017 hurricane-related expenses.

Our foreign pretax income was $ 64 million, $ 9 million and $ 50 million for the years ended December 31, 2021, 2020 and 2019, respectively.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — INCOME TAXES (continued)

A reconciliation of the federal statutory rate to the effective income tax rate follows:

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Tax benefit from settlements of employee equity awards

Impact of Tax Act on deferred tax balances

Other items, net

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Effective income tax rate on income before income taxes

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — INCOME TAXES (continued)

A summary of the items comprising the deferred tax assets and liabilities at December 31 follows (dollars in millions):

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Balance at January 1

Additions (reductions) based on tax positions related to the current year

Additions based on tax positions related to the current year

Additions for tax positions of prior years

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Balance at December 31

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — INCOME TAXES (continued)

Our liability for unrecognized tax benefits was $ 642 million, including accrued interest of $ 99 million and excluding $ 33 million that was recorded as reductions of the related deferred tax assets, as of December 31, 2021 ($ 508 million, $ 73 million and $ 34 million, respectively, as of December 31, 2020).

Unrecognized tax benefits of $ 217 million as of December 31, 2021 ($ 157 million as of December 31, 2020) would affect the effective rate, if recognized.

The Internal Revenue Service (“IRS”) was conducting an examination of the Company’s 2016, 2017 and 2018 federal income tax returns at December 31, 2020.

The Internal Revenue Service (“IRS”) was conducting an examination of the Company’s 2016, 2017 and 2018 federal income tax returns and the 2019 return for one affiliated partnership at December 31, 2021.

We are also subject to examination by state and foreign taxing authorities.

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

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 — EARNINGS PER SHARE

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Diluted earnings per share

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES

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Investment carrying value

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued)

At December 31, 2021 and 2020, the investments in debt securities of our insurance subsidiaries were classified as “available-for-sale.”

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Expected and scheduled maturities may differ because the issuers of certain securities have the right to call, prepay or otherwise redeem such obligations prior to their scheduled maturity date.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 — FINANCIAL INSTRUMENTS

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Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions.

The following table sets forth our interest rate swap agreements, which have been designated as cash flow hedges, at December 31, 2020 (dollars in millions):

The following table sets forth our interest rate swap agreement, which has been designated as a cash flow hedge, at December 31, 2021 (dollars in millions):

Maturity Date

interest rate swaps

December 2021

interest rate swaps

interest rate swap

December 2022

During the next 12 months, we estimate $ 8 million will be reclassified from accumulated other comprehensive income (“OCI”) and will be included in interest expense.

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 — FINANCIAL INSTRUMENTS (continued)

Derivatives — Results of Operations

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Relationships

Amount of Loss

Amount of Gain

Recognized in OCI on

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Credit-risk-related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.

As of December 31, 2020, we have not been required to post any collateral related to these agreements.

If we had breached these provisions at December 31, 2020, we would have been required to settle our obligations under the agreements at their aggregate, estimated termination value of $ 46 million.

We have an agreement with our derivative counterparty that contains a provision where we could be declared in default on our derivative obligation if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.

As of December 31, 2021, we have not been required to post any collateral related to this agreement.

If we had breached this provision at December 31, 2021, we would have been required to settle our obligation under the agreement at the estimated termination value of $ 8 million.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

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Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment.

Cash Traded Investments

Our cash traded investments 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.

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

Investment Securities

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.

Derivative Financial Instruments

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We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements of these instruments.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):

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Less amounts classified as current assets

Interest rate swaps (Income taxes and other liabilities)

Interest rate swap (Other accrued expenses)

December 31, 2020

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Less amounts classified as current assets

Interest rate swaps (Other)

Interest rate swaps (Income taxes and other liabilities)

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

The estimated fair value of our long-term debt was $ 38.541 billion and $ 35.814 billion at December 31, 2021 and 2020, respectively, compared to carrying amounts, excluding debt issuance costs and discounts, aggregating $ 34.827 billion and $ 31.240 billion, respectively.

The estimates of fair value are generally based upon the quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 — LONG-TERM DEBT

A summary of long-term debt at December 31, including related interest rates at December 31, 2021, follows (dollars in millions):

Senior secured asset-based revolving credit facility

Senior secured asset-based revolving credit facility (effective interest rate of 1.4

Senior secured revolving credit facility

Senior secured 364-day

term loan facility

Senior secured term loan facilities (effective interest rate of 2.1 %)

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Senior unsecured notes (effective interest rate of 5.5 %)

Net debt issuance costs

Debt issuance costs and discounts

Total debt (average life of 8.9 years, rates averaging 4.6 %)

Less amounts due within one year

During February 2020, we issued $ 2.700 billion aggregate principal amount of 3.50 % senior notes due 2030.

During March 2020, we used the net proceeds for the redemption of all $ 1.000 billion outstanding aggregate principal amount of HCA Healthcare, Inc.’s 6.25 % senior notes due 2021 and, together with available funds, for the redemption of all $ 2.000 billion outstanding aggregate principal amount of HCA Inc.’s 7.50 % senior notes due 2022.

The pretax loss on retirement of debt was $ 295 million.

During March 2020 in response to the risks the COVID-19 pandemic presents to our business, we entered into a credit agreement that provides for a 364-day secured term loan facility for an aggregate principal amount of up to $ 2.000 billion.

As of December 31, 2020 there was no amount outstanding or draw notices pending under the facility.

We terminated this credit agreement during January 2021.

During June 2021, we issued $ 2.350 billion aggregate principal amount of senior secured notes comprised of $ 850 million aggregate principal amount of 2 3 /8

% notes due 2031 and $ 1.500 billion aggregate principal amount of 3 1/ 2

% notes due 2051 (the “June 2021 Notes”).

We also amended and restated our senior secured revolving credit facility and our senior secured asset-based revolving credit facility, including increasing availability under the asset-based revolving credit facility to $ 4.500 billion, extending the maturity date on both facilities to June 30, 2026 and entering into a new $ 1.500 billion term loan A

facility and a new $ 500 million term loan B facility (the “Credit Agreement Transactions”).

We used the net proceeds from the June 2021 Notes and the Credit Agreement Transactions to retire $ 3.657 billion of term loan facilities.

The pretax loss on retirement of debt was

$ 12 million.

Senior Secured Credit Facilities And Other Senior Secured Debt

We have entered into the following senior secured credit facilities:

(i) a $ 3.750 billion asset-based revolving credit facility maturing on

June 28, 2022 with a borrowing base of

85 % of eligible accounts receivable, subject to customary reserves and eligibility criteria

( none outstanding at December 31, 2020) (the “ABL credit facility”);

(ii) a $ 2.000 billion senior secured revolving credit facility maturing on June 28, 2022 ( none

outstanding at December 31, 2020 without giving effect to certain outstanding letters of credit);

$ 2.000 billion senior secured 364-day term loan facility maturing on March 18, 2021 ( none

outstanding at December 31, 2020 and the

Index to Financial Statements

(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 ($ 2.780 billion outstanding at December 31, 2021) (the “ABL credit facility”);

(ii) a $ 2.000 billion senior secured revolving credit facility maturing on June 30, 2026 ( none outstanding at December 31, 2021 without giving effect to certain outstanding letters of credit);

(iii) a $ 1.462 billion senior secured term loan A

facility maturing on June 30, 2026 ;

and (iv) a $ 498 million senior secured term loan B

facility maturing on June 30, 2028 .

We refer to the facilities described under (ii) through (iv) above, collectively, as the “cash flow credit facility” and, together with the ABL credit facility, the “senior secured credit facilities.”

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 LIBOR rate for the currency of such borrowing for the relevant interest period, plus, in each case, an applicable margin.

The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to attaining certain leverage ratios.

HCA HEALTHCARE, INC.

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Senior Secured Credit Facilities And Other Senior Secured Debt (continued)

terminated during January 2021);

$ 1.078 billion senior secured term loan A-6 facility maturing on

July 16, 2024 ;

(v) a $ 1.459 billion senior secured term loan B-12 facility maturing on

March 13, 2025 ;

and (vi) a $ 1.134 billion senior secured term loan B-13 facility maturing on

March 18, 2026 .

We refer to the facilities described under (ii) through (vi) above, collectively, as the “cash flow credit facility” and, together with the ABL credit facility, the “senior secured credit facilities.”

The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to attaining certain leverage ratios.

The senior secured credit facilities contain a number of covenants that restrict, subject to certain exceptions, our (and some or all of our subsidiaries’) ability to incur additional indebtedness, repay subordinated indebtedness, create liens on assets, sell assets, make investments, loans or advances, engage in certain transactions with affiliates, pay dividends and distributions, and enter into sale and leaseback transactions.

In addition, we are required to satisfy and maintain a maximum total leverage ratio covenant under the cash flow credit facility and, in certain situations under the ABL credit facility, a minimum interest coverage ratio covenant.

Senior secured notes consists of (i) $ 1.250 billion aggregate principal amount of 4.75 % first lien notes due 2023;

Senior secured notes consist of

(i) $ 1.250 billion aggregate principal amount of 4.75 % first lien notes due 2023;

(ii) $ 2.000 billion aggregate principal amount of 5.00 % first lien notes due 2024;

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(vi) $ 2.000 billion aggregate principal amount of 4 1/8 % first lien notes due 2029;

(vii) $ 1.000 billion aggregate principal amount of 5 1/8% first lien notes due 2039;

(vii) $ 850 million aggregate principal amount of 2 3/8 % first lien notes due 2031;

(viii) $ 1.000 billion aggregate principal amount of 5 1/8 % first lien notes due 2039;

and (ix) $ 2.000 billion aggregate principal amount of 5 1/4 % first lien notes due 2049.

(ix) $ 1.500 billion aggregate principal amount of 5.50 % first lien notes due 2047;

(x) $ 2.000 billion aggregate principal amount of 5 1/4% first lien notes due 2049;

and (xi) $ 1.500 billion aggregate principal amount of 3 1/2 % first lien notes due 2051.

Finance leases and other secured debt totaled $ 935 million at December 31, 2021.

We use interest rate swap agreements to manage the variable rate exposure of our debt portfolio.

At December 31, 2020, we had entered into effective interest rate swap agreements, in a total notional amount of $ 2.500 billion, in order to hedge a portion of our exposure to variable rate interest payments associated with the senior secured credit facilities.

The effect of the interest rate swaps is reflected in the effective interest rates for the senior secured credit facilities.

At December 31, 2021, we had entered into an effective interest rate swap agreement, in a notional amount of $ 500 million, in order to hedge a portion of our exposure to variable rate interest payments associated with the senior secured credit facilities.

The effect of the interest rate swap is reflected in the effective interest rates for the senior secured credit facilities.

Senior Unsecured Notes

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and (iii) an aggregate principal amount of $ 736 million debentures with maturities ranging from 2023 to 2095 .

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 — LONG-TERM DEBT (continued)

General Debt Information

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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 9 — 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:

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Our senior secured notes and the related guarantees are secured by first-priority liens, subject to permitted liens, on our and our subsidiary guarantors’ assets, subject to certain exceptions, that secure our cash flow credit facility on a first-priority basis and are secured by second-priority liens, subject to permitted liens, on our and our subsidiary guarantors’ assets that secure our ABL credit facility on a first-priority basis and our other cash flow credit facility on a second-priority basis.

Maturities of long-term debt in years 2022 through 2025 are $ 233 million, $ 2.799 billion, $ 3.163 billion and $ 5.872 billion, respectively.

Maturities of long-term debt in years 2023 through 2026 are $ 2.857 b

illion, $ 2.353 billion, $ 4.607 billion and $ 5.279 billion, respectively.

NOTE 10 — LEASES

We adopted ASU No.

Leases (Topic 842)

, which requires leases with durations greater than 12 months to be recognized on the balance sheet, effective January 1, 2019, using the modified retrospective approach.

We lease property and equipment under finance and operating leases.

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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.

Index to Financial Statements

HCA HEALTHCARE, INC.

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Operating leases

Right-of-use operating lease assets

R ight-of-use operating lease asse t s

Finance leases

Property and equipment

P roperty and equipme n t

Total lease assets

Operating leases

Other accrued expenses

Other accrued expens e s

Finance leases

Long-term debt due within one year

L ong-term debt due within one yea r

Operating leases

Right-of-use operating lease obligations

Right-of-use operating lease obligatio n s

Finance leases

Long-term debt

L ong-term de b t

Total lease liabilities

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Expenses are included in “other operating expenses” in our consolidated income statements.

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10 — LEASES (continued)

The following table presents supplemental cash flow information for the years ended December 31, 2021, 2020 and 2019 (dollars in millions):

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Financing cash flows for finance leases

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10 — LEASES (continued)

Maturities of Lease Liabilities

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We are also subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or wrongful restriction of, or interference with, physicians’ staff privileges.

In certain of these actions the claimants may seek punitive damages against us ,

which may not be covered by insurance.

In certain of these actions the claimants may seek punitive damages against us, which may not be covered by insurance.

We are also subject to claims by various taxing authorities for additional taxes and related interest and penalties.

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Under the federal False Claims Act (“FCA”), private parties have the right to bring qui tam

, or “whistleblower,” suits

Index to Financial Statements

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11 — CONTINGENCIES (continued)

Government Investigations, Claims and Litigation (continued)

against companies that submit false claims for payments to, or improperly retain overpayments from, the government.

, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government.

Some states have adopted similar state whistleblower and false claims provisions.

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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.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11 — CONTINGENCIES (continued)

Government Investigations, Claims and Litigation

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”).

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Share Repurchase Transactions

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

During January 2020, January 2019 and October 2017, our Board of Directors authorized share repurchase programs for up to $6 billion ($ 2 billion for each authorization) of our outstanding common stock.

During March 2020

in response to the risks the COVID-19

pandemic presents to our business, we announced the suspension of our share repurchase programs.

During February 2021, our

Board of Directors authorized the resumption of the share repurchase program, pursuant to which $ 2.8 billion of pre-suspension authorization remained available, and an additional $ 6 billion was authorized for repurchases of the Company’s outstanding common stock ($ 8.8 billion of total repurchase authorization).

During 2020, we repurchased 3.287 million shares of our common stock at an average price of $ 134.18 per share through market purchases pursuant to the $ 2.0

billion share repurchase program authorized during January 2019.

At December 31, 2020, we had $ 2.800 billion of repurchase authorization available under the January 2019 and 2020 authorizations.

During 2019, we repurchased 7.949 million shares of our common stock at an average price of $ 129.71 per share through market purchases pursuant to the October 2017 authorization (which was completed during the first quarter of 2019) and the January 2019 authorization.

During 2018, we repurchased 14.070 million shares of our common stock at an average price of $ 108.74 per share through market purchases pursuant to the October 2017 authorization.

Index to Financial Statements

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 $ 2 billion share repurchase program authorized during January 2019 (which was completed during 2021), the $ 2 billion share repurchase program authorized during January 2020 (which was completed during 2021) and the $ 6 billion share repurchase program authorized during February 2021.

At December 31, 2021, we had $ 586 million of repurchase authorization available under the February 2021 authorization.

During 2020, we repurchased 3.287 million shares of our common stock at an average price of $ 134.18 per share through market purchases pursuant to the $ 2 billion share repurchase program authorized during January 2019.

HCA HEALTHCARE, INC.

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NOTE 13 — EMPLOYEE BENEFIT PLANS

We maintain defined contribution benefit plans that are available to employees who meet certain minimum requirements.

Certain of the plans require that we match specified percentages of participant contributions up to certain maximum levels (generally,

100 % of the first 3 % to 9 %, depending upon years of vesting service, of compensation deferred by participants).

The cost of these plans totaled

$ 552 million for 2020,

$ 532 million for 20 19 and

$ 499 million for 2018.

We maintain defined contribution benefit plans that are available to employees who

meet certain minimum requirements.

Certain of the plans require that we match specified percentages of participant contributions up to certain maximum levels (generally, 100 % of the first 3 % to 9 %, depending upon years of vesting service, of compensation deferred by participants).

Benefits expense under these plans totaled

$ 560 million for 2021, $ 552 million for 2020 and $ 532 million for 2019.

Our matching contributions are funded during the year following the participant contributions.

We maintain the noncontributory, nonqualified Restoration Plan to provide certain retirement benefits for eligible employees.

Eligibility for the Restoration Plan is based upon earning eligible compensation in excess of a base amount and

attaining 1,000 or more hours

of service during the plan year.

Eligibility for the Restoration Plan is based upon earning eligible compensation in excess of a base amount and attaining 1,000 or more hours of service during the plan year.

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

Benefits expense under this plan was

$ 35 million for 2020, $ 44 million for 2019 and $ 22 million for 2018.

Benefits expense under this plan was $ 38 million for 2021, $ 35 million for 2020 and $ 44 million for 2019.

Accrued benefits liabilities under this plan totaled $ 258 million at December 31, 2021 and $ 242 million at December 31, 2020.

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The plan is designed to ensure that upon retirement the participant receives the value of a prescribed life annuity from the combination of the SERP and our other benefit plans.

Benefits expense under the plan was

$ 24 million for 2020, $ 19 million for 2019 and $ 26 million for 2018.

Benefits expense under the plan was $ 22 million for 2021, $ 24 million for 2020 and $ 19 million for 2019.

Accrued benefits liabilities under this plan totaled $ 201 million at December 31, 2021 and $ 204 million at December 31, 2020.

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

Benefits expense under these plans was

$ 8 million for 2020,

$ 11 million for 2019, and

$ 9 million for 2018.

Accrued benefits liabilities under these plans totaled

$ 96 million at December 31, 2020 and

$ 63 million at December 31, 2019.

Benefits expense under these plans was $ 4 million for 2021, $ 8 million for 2020, and $ 11 million for 2019.

Accrued benefits liabilities under these plans totaled $ 9 million at December 31, 2021 and $ 96 million at December 31, 2020.

NOTE 14 — SEGMENT AND GEOGRAPHIC INFORMATION

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the National and American Groups.

At December 31, 2020, the National Group included 96 hospitals located in Alaska, California, Florida, southern Georgia, Idaho, Indiana, northern Kentucky, Nevada, New Hampshire, North Carolina, South Carolina, Utah and Virginia, and the American Group included 82 hospitals located in Colorado, northern Georgia, Kansas, southern Kentucky, Louisiana, Missouri, Tennessee and Texas.

At December 31, 2021, the National Group included 96 hospitals located in Alaska, California, Florida, Georgia, Idaho, Indiana, northern Kentucky, Nevada, New Hampshire, North Carolina, South Carolina, Utah and Virginia, and the American Group included 79 hospitals located in Colorado, Kansas, southern Kentucky, Louisiana, Missouri, Tennessee and Texas.

We also operate seven hospitals in England, and these facilities are included in the Corporate and other group.

Index to Financial Statements

HCA HEALTHCARE, INC.

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NOTE 14 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

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

Adjusted segment EBITDA is defined as income before depreciation

and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests.

We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance.

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Corporate and other

Index to Financial Statements

HCA HEALTHCARE, INC.

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Balance at December 31, 2021

Index to Financial Statements

HCA HEALTHCARE, INC.

3 unchanged sentences

Balances at December 31, 2018

Unrealized losses on available-for-sale

securities, net of $ 2

income tax benefit

Foreign currency translation adjustments, net of $ 8 income tax benefit

Defined benefit plans, net of $ 10 of income taxes

Change in fair value of derivative instruments, net of $ 5 of

Expense (income) reclassified into operations from other comprehensive income, net of $ 5 income tax benefit and $ 2 of income taxes, respectively

Reclassification of stranded tax effects

Balances at December 31, 2018

Unrealized gains on available-for-sale

securities, net of $ 4 of

Foreign currency translation adjustments, net of $ 5 of income

securities, net of $ 4 of income taxes

Foreign currency translation adjustments, net of $ 5 of income taxes

Defined benefit plans, net of $ 14 income tax benefit

Change in fair value of derivative instruments, net of $ 13 income

Change in fair value of derivative instruments, net of $ 13 income tax benefit

Expense (income) reclassified into operations from other comprehensive income, net of $ 3 income tax benefit and $ 3 of income taxes, respectively

1 unchanged sentence

Unrealized gains on available-for-sale

securities, net of $ 3 of

Foreign currency translation adjustments, net of $ 6 of income

securities, net of $ 3 of income taxes

Foreign currency translation adjustments, net of $ 6 of income taxes

Defined benefit plans, net of $ 16 income tax benefit

Change in fair value of derivative instruments, net of $ 15 income

Change in fair value of derivative instruments, net of $ 15 income tax benefit

Expense reclassified into operations from other comprehensive income, net of $ 6 and $ 5 of income tax benefits, respectively

Balances at December 31, 2020

Unrealized losses on available-for-sale

securities, net of $ 3 income tax benefit

Foreign currency translation adjustments, net of $ 2 income tax benefit

Defined benefit plans, net of $ 20 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

Index to Financial Statements

HCA HEALTHCARE, INC.

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NOTE 16 — ACCRUED EXPENSES

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

A summary of other accrued expenses

at December 31 follows (dollars in millions):

Professional liability risks

Defined contribution benefit plan

Right-of-use operating lease

Defined contribution benefit plans

operating leases

Taxes other than income

1 unchanged sentence

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