Bond HCA Corp 5.375% ( US404119BR91 ) in USD

HCA Corp

100.008 % ▲

United States

US404119BR91 ( in USD )

5.375% per year ( payment 2 times a year)

31/01/2025 - Bond has expired

Prospectus brochure of the bond HCA Inc US404119BR91 in USD 5.375%, expired

1 000 USD

2 600 000 000 USD

404119BR9

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

HCA Healthcare, Inc. is a leading provider of healthcare services in the United States, operating a large network of hospitals, ambulatory surgery centers, and other healthcare facilities.

HCA Inc. 5.375% bonds (CUSIP: 404119BR9, ISIN: US404119BR91), a USD 2,600,000,000 issuance maturing January 31, 2025, with a minimum purchase size of 1,000 and a coupon frequency of 2, were redeemed at maturity at a market price of 100.008% and rated BBB- by S&P and Baa3 by Moody's.

Final Prospectus Supplement
424B5 1 d921583d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-201463
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
maximum
maximum
Amount of
Title of each class of
Amount to be
offering price
aggregate
registration
securities to be registered

registered

per security

offering price

fee(1)
5.375% Senior Notes due 2025

$1,600,000,000
103.00%

$1,648,000,000
$191,497.60

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement to Prospectus dated January 13, 2015

HCA Inc.

$1,600,000,000 5.375% Senior Notes due 2025

HCA Inc. is offering $1,600,000,000 aggregate principal amount of 5.375% senior notes due 2025, which we refer to as the "notes offered hereby." The notes offered hereby will
be issued under the indenture (as amended, restated, modified or supplemented from time to time, the "indenture") governing the $1.0 billion aggregate principal amount of 5.375%
Senior Notes due 2025 that were issued on January 16, 2015 (the "existing notes" and, together with the notes offered hereby, the "notes"). The notes offered hereby and the existing
notes will be treated as a single series for all purposes under the indenture, including notices, consents, waivers, amendments, redemptions and any other action permitted under the
indenture, and the notes offered hereby will have identical terms with the existing notes, other than their issue date and public offering price. The notes offered hereby will have the same
CUSIP and ISIN numbers as, and will vote together and will be fungible with, the existing notes immediately upon issuance. The notes will bear interest at a rate of 5.375% per annum.
HCA Inc. will pay interest on the notes semi-annually, in cash in arrears, on February 1 and August 1 of each year, beginning on August 1, 2015. The offering price of the notes offered
hereby will include accrued interest from January 16, 2015, the original issue date of the existing notes. Interest will accrue on the notes offered hereby from January 16, 2015. Accrued
interest on the notes offered hereby must be paid by the purchasers through the day before the closing date. The notes will mature on February 1, 2025.

We may redeem the notes, at any time in whole or from time to time in part, at the redemption prices described in this prospectus supplement. In addition, if we experience certain
kinds of changes in control, we may be required to repurchase the notes on the terms described in this prospectus supplement.

The notes will be HCA Inc.'s senior obligations and will rank equally and ratably with all of its existing and future senior indebtedness and senior to any of its future subordinated
indebtedness. The obligations under the notes will be fully and unconditionally guaranteed by HCA Holdings, Inc., the direct parent company of HCA Inc., on a senior unsecured basis
and will rank equally and ratably with HCA Inc.'s existing and future senior indebtedness and senior to any of its existing and future subordinated indebtedness and will be structurally
subordinated in right of payment to all obligations of HCA Inc.'s subsidiaries and will be subordinated to any of HCA Inc.'s secured indebtedness to the extent of the value of the
collateral securing such indebtedness.

HCA Inc. intends to use the net proceeds of this offering to redeem all $1.525 billion aggregate principal amount outstanding of existing 7 3/4% senior notes due 2021 of HCA
Holdings, Inc. and for general corporate purposes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-15.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission or other regulatory body has approved or disapproved of these securities or
determined if this prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Proceeds to
HCA Inc.(1)

Public offering price(1)

Underwriting discount

(before expenses)

Per note

Total

Per note

Total

Per note

Total

5.375% Senior Notes due 2025

103%
$1,648,000,000
1.00%
$16,000,000

102%
$1,632,000,000
(1) Plus accrued interest from January 16, 2015.

We expect to deliver the notes to investors on or about May 20, 2015 in book-entry form only through the facilities of The Depository Trust Company ("DTC"). See "Underwriting
--Settlement."

Joint Book-Running Managers
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Final Prospectus Supplement
Citigroup
Barclays
BofA Merrill Lynch
Credit Suisse

Deutsche Bank
Goldman, Sachs & Co.
J.P. Morgan
Morgan Stanley
Securities

RBC Capital Markets
SunTrust Robinson
UBS Investment Bank
Wells Fargo Securities
Humphrey

Co-Managers
Credit Agricole CIB

Fifth Third Securities

Mizuho Securities

SMBC Nikko
Prospectus Supplement dated May 6, 2015
Table of Contents
You should rely only on the information contained and incorporated by reference in this prospectus supplement and the
accompanying prospectus. Neither HCA Inc. nor the underwriters have authorized anyone to provide you with any information or
represent anything about HCA Inc., its financial results or this offering that is not contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus. If given or made, any such other information or representation should not be
relied upon as having been authorized by HCA Inc. or the underwriters. Neither HCA Inc. nor the underwriters are making an offer to
sell these notes in any jurisdiction where the offer or sale is not permitted. The information contained and incorporated by reference in
this prospectus supplement and the accompanying prospectus may only be accurate on the date of this document.

TABLE OF CONTENTS

Page
Prospectus Supplement

Summary
S-1
Risk Factors
S-15
Use of Proceeds
S-21
Capitalization
S-22
Description of Other Indebtedness
S-24
Description of the Notes
S-32
Certain United States Federal Tax Consequences
S-49
Certain ERISA Considerations
S-54
Underwriting
S-56
Legal Matters
S-61
Experts
S-61
Available Information
S-61
Incorporation by Reference
S-62

Page
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Forward-looking Statements

4
Our Company

5
Risk Factors

5
Use of Proceeds

6
Ratio of Earnings to Fixed Charges

6
Description of Capital Stock

6
Description of Debt Securities and Guarantees

11
Plan of Distribution

28
Legal Matters

29
Experts

29

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes and adds to
and supplements information contained in the accompanying prospectus and the documents incorporated by reference therein. The second part is
the accompanying prospectus, which we refer to as the "accompanying prospectus." The accompanying prospectus contains a description of our
debt securities and gives more general information, some of which may not apply to the notes. The accompanying prospectus also incorporates by
reference documents that are described under "Incorporation by Reference" in that prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying
prospectus or in any free writing prospectus filed by us with the SEC. If information in this prospectus supplement is inconsistent with the
accompanying prospectus, you should rely on this prospectus supplement. We have not, and the underwriters have not, authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should
not assume that the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or in any
such free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of
operations and prospects may have changed since those dates.

We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer or sale is not permitted.

MARKET, RANKING AND OTHER INDUSTRY DATA

The data included or incorporated by reference in this prospectus supplement and the accompanying prospectus regarding markets and
ranking, including the size of certain markets and our position and the position of our competitors within these markets, are based on reports of
government agencies or published industry sources and estimates based on management's knowledge and experience in the markets in which we
operate. These estimates have been based on information obtained from our trade and business organizations and other contacts in the markets in
which we operate. We believe these estimates to be accurate as of the date of this prospectus supplement. However, this information may prove to
be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified
with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other
limitations and uncertainties. As a result, you should be aware that market, ranking and other similar industry data included or incorporated by
reference in this prospectus supplement and the accompanying prospectus, and estimates and beliefs based on that data, may not be reliable. Neither
we nor the underwriters can guarantee the accuracy or completeness of any such information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This prospectus supplement and the accompanying prospectus contain and incorporate by reference "forward-looking statements" within the
meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include statements regarding estimated
electronic health record ("EHR") incentive income and related EHR operating expenses, expected share-based compensation expense, expected
capital expenditures and expected net claim payments and all other statements that do not relate solely to historical or current facts, and can be
identified by the use of words like "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan," "initiative" or "continue." These
forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and
risks, many of which are beyond our control, which could significantly affect current plans and expectations

S-ii
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and our future financial position and results of operations. These factors include, but are not limited to, (1) the impact of our substantial
indebtedness and the ability to refinance such indebtedness on acceptable terms, (2) the effects related to the implementation of the Patient
Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the "Health Reform Law"),
possible delays in or complications related to implementation of the Health Reform Law, court challenges, the possible enactment of additional
federal or state health care reforms and possible changes to the Health Reform Law and other federal, state or local laws or regulations affecting the
health care industry, (3) the effects related to the continued implementation of the sequestration spending reductions required under the Budget
Control Act of 2011, and related legislation extending these reductions, and the potential for future deficit reduction legislation that may alter these
spending reductions, which include cuts to Medicare payments, or create additional spending reductions, (4) increases in the amount and risk of
collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (5) the ability to achieve operating and financial
targets, and attain expected levels of patient volumes and control the costs of providing services, (6) possible changes in Medicare, Medicaid and
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other state programs, including Medicaid upper payment limit programs or Waiver Programs, that may impact reimbursements to health care
providers and insurers, (7) the highly competitive nature of the health care business, (8) changes in service mix, revenue mix and surgical volumes,
including potential declines in the population covered under managed care agreements, the ability to enter into and renew managed care provider
agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and practices, (9) the efforts of
insurers, health care providers and others to contain health care costs, (10) the outcome of our continuing efforts to monitor, maintain and comply
with appropriate laws, regulations, policies and procedures, (11) increases in wages and the ability to attract and retain qualified management and
personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the availability and terms of capital to fund the
expansion of our business and improvements to our existing facilities, (13) changes in accounting practices, (14) changes in general economic
conditions nationally and regionally in our markets, (15) the emergence and effects related to infectious diseases, including Ebola, (16) future
divestitures which may result in charges and possible impairments of long-lived assets, (17) changes in business strategy or development plans,
(18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, disputes and litigation associated
with our tax positions, (20) potential adverse impact of known and unknown government investigations, litigation and other claims that may be
made against us, (21) our ongoing ability to demonstrate meaningful use of certified EHR technology and recognize income for the related
Medicare or Medicaid incentive payments, and (22) other risk factors disclosed under "Risk Factors" and elsewhere or incorporated by reference in
this prospectus supplement and the accompanying prospectus. As a consequence, current plans, anticipated actions and future financial position and
results of operations may differ from those expressed in any forward-looking statements made by us or on our behalf. You are cautioned not to
unduly rely on such forward-looking statements when evaluating the information presented in this prospectus supplement and the accompanying
prospectus, which forward-looking statements reflect management's views only as of the date of this prospectus supplement and the accompanying
prospectus. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events
or otherwise.

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SUMMARY

This summary highlights information appearing elsewhere in and incorporated by reference in this prospectus supplement and the
accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before investing
in the notes. You should carefully read the entire prospectus supplement, the accompanying prospectus and the information incorporated
herein by reference, including the financial data and related notes and the sections entitled "Risk Factors."

As used herein, unless otherwise stated or indicated by context, references to (i) the "Issuer" refer to HCA Inc. and its affiliates,
(ii) "HCA Holdings, Inc." refer to HCA Holdings, Inc., parent of HCA Inc., and its affiliates and (iii) the "Company," "HCA," "we," "our"
or "us" refer to HCA Inc. and its affiliates prior to the Corporate Reorganization (as defined herein) and to HCA Holdings, Inc. and its
affiliates upon the consummation of the Corporate Reorganization. The term "affiliates" means direct and indirect subsidiaries and
partnerships and joint ventures in which such subsidiaries are partners. The terms "facilities" or "hospitals" refer to entities owned and
operated by affiliates of HCA and the term "employees" refers to employees of affiliates of HCA.

Our Company

We are the largest non-governmental hospital operator in the United States and a leading comprehensive, integrated provider of health
care and related services. We provide these services through a network of acute care hospitals, outpatient facilities, clinics and other patient
care delivery settings. As of March 31, 2015, we operated a diversified portfolio of 168 hospitals (with approximately 43,500 beds) and 113
freestanding surgery centers across 20 states throughout the United States and in England. As a result of our efforts to establish significant
market share in large and growing urban markets with attractive demographic and economic profiles, we currently have a substantial market
presence in 17 of the top 25 fastest growing markets with populations greater than 500,000 in the United States and currently maintain the first
or second position, based on inpatient admissions, in many of our key markets. We believe our ability to successfully position and grow our
assets in attractive markets and execute our operating plan has contributed to the strength of our financial performance over the last several
years. For the three months ended March 31, 2015, we generated revenues of $9.676 billion, net income attributable to HCA Holdings, Inc. of
$591 million and Adjusted EBITDA of $1.961 billion.

Our patient-first strategy is to provide high quality health care services in a cost-efficient manner. We intend to build upon our history of
profitable growth by maintaining our dedication to quality care, increasing our presence in key markets through organic expansion and
strategic acquisitions and joint ventures, leveraging our scale and infrastructure, and further developing our physician and employee
relationships. We believe pursuing these core elements of our strategy helps us develop a faster-growing, more stable and more profitable
business and increases our relevance to patients, physicians, payers and employers.

Using our scale, significant resources and over 40 years of operating experience, we have developed a significant management and
support infrastructure. Some of the key components of our support infrastructure include a revenue cycle management organization, a health
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care group purchasing organization ("GPO"), an information technology and services provider, a nurse staffing agency and a medical
malpractice insurance underwriter. These shared services have helped us to maximize our cash collection efficiency, achieve savings in
purchasing through our scale, more rapidly deploy information technology upgrades, more effectively manage our labor pool and achieve
greater stability in malpractice insurance premiums. Collectively, these components have helped us to further enhance our operating
effectiveness, cost efficiency and overall financial results. Our Parallon subsidiary group also offers certain of these component services to
other health care organizations.

Since the founding of our business in 1968 as a single-facility hospital company, we have demonstrated an ability to consistently
innovate and sustain growth during varying economic and regulatory climates. Under the

S-1
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leadership of an experienced senior management team, whose tenure at HCA averages approximately 20 years, we have established an
extensive record of providing high quality care, profitably growing our business, making and integrating strategic acquisitions and efficiently
and strategically allocating capital spending.

Our Industry

We believe well-capitalized, comprehensive and integrated health care delivery providers are well-positioned to benefit from the current
industry trends, some of which include:

Aging Population and Continued Growth in the Need for Health Care Services. According to the U.S. Census Bureau, the
demographic age group of persons aged 65 and over is expected to experience compounded annual growth of 2.4% over the next 20
years (2015 to 2035) compared to general population growth of 0.7% over the same period, and constitute 20.9% of the total U.S.
population by 2035. The Centers for Medicare & Medicaid Services ("CMS") projects continued increases in hospital services based on
the aging of the U.S. population, advances in medical procedures, expansion of health coverage, increasing consumer demand for
expanded medical services and increased prevalence of chronic conditions such as diabetes, heart disease and obesity. We believe these
factors will continue to drive increased utilization of health care services and the need for comprehensive, integrated hospital networks
that can provide a wide array of essential and sophisticated health care.

Continued Evolution of Quality-Based Reimbursement Favors Large-Scale, Comprehensive and Integrated Providers. We
believe the U.S. health care system is continuing to evolve in ways that favor large-scale, comprehensive and integrated providers that
provide high levels of quality care. Specifically, we believe there are a number of initiatives that will continue to gain importance in the
foreseeable future, including use of value-based payment methodologies tied to performance, quality and coordination of care,
implementation of integrated electronic health records and information, and an increasing ability for patients and consumers to make
choices about all aspects of health care. We believe our company is well positioned to respond to these emerging trends and has the
resources, expertise and flexibility necessary to adapt in a timely manner to the changing health care regulatory and reimbursement
environment.

Impact of Health Reform Law. The Health Reform Law changes how health care services are covered, delivered and reimbursed
through expanded coverage of uninsured individuals, reduced growth in Medicare program spending, reductions in Medicare and
Medicaid Disproportionate Share Hospital ("DSH") payments, and the establishment of programs in which reimbursement is tied to
quality and integration. In addition, the Health Reform Law reforms certain aspects of health insurance, expands existing efforts to tie
Medicare and Medicaid payments to performance and quality, and contains provisions intended to strengthen fraud and abuse
enforcement. Based on the Congressional Budget Office's March 2015 projection, by 2025, the Health Reform Law will expand coverage
to 27 million additional individuals. This increased coverage will occur through a combination of public program expansion and private
sector health insurance and other reforms. Most of the provisions of the Health Reform Law that seek to decrease the number of
uninsured became effective January 1, 2014. However, the employer mandate, which requires firms with 50 or more full-time employees
to offer health insurance or pay fines, has been delayed and will not be fully implemented until January 1, 2016. In addition, a number of
states have opted out of the Medicaid expansion, but these states could choose to implement the expansion at a later date. It is unclear
how many states will ultimately implement the Medicaid expansion provisions of the law.

Our Competitive Strengths

We believe our key competitive strengths include:

Largest Comprehensive, Integrated Health Care Delivery System. We are the largest non-governmental hospital operator in the
United States, providing approximately 4% to 5% of all U.S. hospital

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S-2
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services through our national footprint. The scope and scale of our operations, evidenced by the types of facilities we operate, the diverse
medical specialties we offer and the numerous patient care access points we provide, enable us to provide a comprehensive range of
health care services in a cost-effective manner. As a result, we believe the breadth of our platform is a competitive advantage in the
marketplace enabling us to attract patients, physicians and clinical staff while also providing significant economies of scale and
increasing our relevance with commercial payers.

Reputation for High Quality Patient-Centered Care. Since our founding, we have maintained an unwavering focus on patients
and clinical outcomes. We believe clinical quality influences physician and patient choices about health care delivery. We align our
quality initiatives throughout the organization by engaging corporate, local, physician and nurse leaders to share best practices and
develop standards for delivering high quality care. We have invested extensively in quality of care initiatives, with an emphasis on
implementing information technology and adopting industry-wide best practices and clinical protocols. As a result of these efforts, we
have achieved significant progress in clinical quality. As measured by the CMS clinical core measures reported on the CMS Hospital
Compare website and based on publicly available data for the twelve months ended March 31, 2014, our hospitals achieved a composite
score of 99.0% of the CMS core measures versus the national average of 95.9%, making us among the top performing major health
systems in the United States. Payors, including the Medicare program, are increasing efforts to tie payments to quality and clinical
performance. For example, CMS has implemented a value-based purchasing system and has been adjusting hospital payment rates based
on "excess" readmissions for certain conditions. We also believe our quality initiatives favorably position us in a payment environment
that is increasingly performance-based.

Leading Local Market Positions in Large, Growing, Urban Markets. Over our history, we have sought to selectively expand and
upgrade our asset base to create a premium portfolio of assets in attractive growing markets. As a result, we have a strong market
presence in 17 of the top 25 fastest growing markets with populations greater than 500,000 in the U.S. In addition, we currently operate
in 19 markets with populations of one million or more, with all but two of these markets projecting growth above the national average
from 2011 to 2016. Our inpatient market share places us first or second in many of our key markets. We believe the strength and stability
of these market positions will create organic growth opportunities and allow us to develop long-term relationships with patients,
physicians, large employers and third-party payers.

Diversified Revenue Base and Payer Mix. We believe our broad geographic footprint, varied service lines and diverse revenue
base mitigate our risks in numerous ways. Our diversification limits our exposure to competitive dynamics and economic conditions in
any single local market, reimbursement changes in specific service lines and disruptions with respect to payers such as state Medicaid
programs or large commercial insurers. We have a diverse portfolio of assets with no single facility contributing more than 2.2% of our
revenues and no single metropolitan statistical area contributing more than 6.5% of revenues for the year ended December 31, 2014. We
have also developed a highly diversified payer base, with no single commercial payer representing more than 8% of revenues for the
year ended December 31, 2014. In addition, we are one of the country's largest providers of outpatient services, which accounted for
approximately 38% of our revenues for the year ended December 31, 2014. We believe the geographic diversity of our markets and the
scope of our inpatient and outpatient operations help reduce volatility in our operating results.

Scale and Infrastructure Drive Cost Savings and Efficiencies. Our scale allows us to leverage our support infrastructure to
achieve significant cost savings and operating efficiencies, thereby driving margin expansion. We strategically manage our supply chain
through centralized purchasing and supply warehouses, as well as our revenue cycle through centralized billing, collections and health
information management functions. We also manage the provision of information technology through a combination of

S-3
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centralized systems with regional service support as well as centralize many other clinical and corporate functions, creating economies of
scale in managing expenses and business processes. In addition to the cost savings and operating efficiencies, this support infrastructure
simultaneously generates revenue from third parties that utilize our services.

Well-Capitalized Portfolio of High Quality Assets. In order to expand the range and improve the quality of services provided at
our facilities, we invested approximately $9.0 billion in our facilities and information technology systems over the five-year period
ended December 31, 2014. We believe our significant capital investments in these areas will continue to attract new and returning
patients, attract and retain high quality physicians, maximize cost efficiencies and address the health care needs of our local communities.
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Furthermore, we believe our platform, as well as electronic health record infrastructure, national research and physician management
capabilities, provide a strategic advantage by enhancing our ability to capitalize on anticipated incentives and avoid penalties through the
Health Information Technology for Economic and Clinical Health Act ("HITECH") provisions of the American Recovery and
Reinvestment Act of 2009 ("ARRA") and position us well in an environment that increasingly emphasizes quality, transparency and
coordination of care.

Strong Operating Results and Cash Flows. Our leading scale, diversification, favorable market positions, dedication to clinical
quality and focus on operational efficiency have enabled us to achieve attractive historical financial performance. For the three months
ended March 31, 2015, we generated net income attributable to HCA Holdings, Inc. of $591 million, Adjusted EBITDA of $1.961 billion
and cash flows from operating activities of $1.018 billion. Our ability to generate strong and consistent cash flow from operations has
enabled us to invest in our operations, enhance earnings per share and continue to pursue attractive growth opportunities.

Proven and Experienced Management Team. We believe the extensive experience and depth of our management team are a
distinct competitive advantage in the complicated and evolving industry in which we compete. Our senior management team averages
approximately 20 years of experience with our company. Members of our senior management hold significant equity interests in our
company, further aligning their long-term interests with those of our stockholders.

Our Growth Strategy

We are committed to providing the communities we serve with high quality, cost-effective health care while growing our business,
increasing our profitability and creating long-term value for our stockholders. To achieve these objectives, we align our efforts around the
following growth agenda:

Grow Our Presence in Existing Markets. We believe we are well positioned in a number of large and growing markets that will
allow us the opportunity to generate long-term, attractive growth through the expansion of our presence in these markets. We plan to
continue recruiting and strategically collaborating with the physician community and adding attractive service lines such as cardiology,
emergency services, oncology and women's services. Additional components of our growth strategy include expanding our footprint
through developing various outpatient access points, including surgery centers, rural outreach, freestanding emergency departments and
walk-in clinics.

Achieve Industry-Leading Performance in Clinical and Satisfaction Measures. Achieving high levels of patient safety, patient
satisfaction and clinical quality are central goals of our business model. To achieve these goals, we have implemented a number of
initiatives including infection reduction initiatives, hospitalist programs, advanced health information technology and evidence-based
medicine programs. We routinely analyze operational practices from our best-performing hospitals to identify ways to implement
organization-wide performance improvements and reduce clinical variation. We believe these initiatives will continue to improve patient
care, help us achieve cost efficiencies, grow our revenues and favorably position us in an environment where our constituents are
increasingly focused on quality, efficacy and efficiency.

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Recruit and Employ Physicians to Meet Need for High Quality Health Services. We depend on the quality and dedication of the
health care providers and other team members who serve at our facilities. We believe a critical component of our growth strategy is our
ability to successfully recruit and strategically collaborate with physicians and other professionals to provide high quality care. We
attract and retain physicians by providing high quality, convenient facilities with advanced technology, by expanding our specialty
services and by building our outpatient operations. We believe our continued investment in the employment, recruitment and retention of
physicians will improve the quality of care at our facilities.

Continue to Leverage Our Scale and Market Positions to Enhance Profitability. We believe there is significant opportunity to
continue to grow the profitability of our company by fully leveraging the scale and scope of our franchise. We are currently pursuing next
generation performance improvement initiatives such as contracting for services on a multistate basis and expanding our support
infrastructure for additional clinical and support functions, such as physician credentialing, medical transcription and electronic medical
recordkeeping. We believe our centrally managed business processes and ability to leverage cost-saving practices across our extensive
network will enable us to continue to manage costs effectively. We continue to invest in our Parallon subsidiary group to leverage key
components of our support infrastructure, including revenue cycle management, health care group purchasing, supply chain management
and staffing functions, by offering these services to other hospital companies.

Selectively Pursue a Disciplined Development Strategy. We continue to believe there are significant growth opportunities in our
markets. We will continue to provide financial and operational resources to successfully execute on our in-market opportunities. To
complement our in-market growth agenda, we intend to focus on selectively developing and acquiring new hospitals, outpatient facilities
and other health care service providers. We believe the challenges faced by the hospital industry may spur consolidation and we believe
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our size, scale, national presence and access to capital will position us well to participate in any such consolidation. We have a strong
record of successfully acquiring and integrating hospitals and entering into joint ventures and intend to continue leveraging this
experience.

Corporate Reorganization

On November 22, 2010, HCA Inc. reorganized by creating a new holding company structure (the "Corporate Reorganization"), pursuant
to which HCA Holdings, Inc. became the parent company, and HCA Inc. became HCA Holdings, Inc.'s 100% owned direct subsidiary. As
part of the Corporate Reorganization, HCA Inc.'s outstanding shares of capital stock were automatically converted, on a share for share basis,
into identical shares of HCA Holdings, Inc.'s common stock, and HCA Holdings, Inc. became a guarantor but did not assume the debt of HCA
Inc.'s outstanding secured notes and is not subject to the covenants contained in the indentures governing such secured notes. See "Description
of Other Indebtedness."

Through our predecessors, we commenced operations in 1968. HCA Inc. was incorporated in Nevada in January 1990 and
reincorporated in Delaware in September 1993. HCA Holdings, Inc. was incorporated in Delaware in October 2010. Our principal executive
offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number is (615) 344-9551.

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CORPORATE STRUCTURE

The indebtedness figures in the diagram below are as of March 31, 2015, and give effect to the notes offered hereby and the use of
proceeds therefrom. In this prospectus supplement, where we have presented information as adjusted to give effect to the use of the net
proceeds of this offering, we have assumed that the notes will not be offered at a discount. If the notes are offered at a discount, the net
proceeds to us will be less than we have assumed.

(1) HCA Holdings, Inc. is a guarantor of certain of HCA Inc.'s outstanding notes but is not subject to the covenants that apply to HCA Inc.
or HCA Inc.'s restricted subsidiaries under those notes.
(2) Consists of (i) a $3.250 billion senior secured asset-based revolving credit facility maturing on March 7, 2019 (the "asset-based revolving
credit facility") ($2.620 billion outstanding at March 31, 2015); (ii) a $2.000 billion senior secured revolving credit facility maturing on
February 26, 2019 (the "senior secured revolving credit facility") (none outstanding at March 31, 2015, without giving effect to
outstanding letters of credit); (iii) a $475 million senior secured term loan A-2 facility maturing on May 2, 2016; (iv) a $715 million
senior secured term loan A-4 facility maturing on February 2, 2016; (v) a $2.337 billion senior secured term loan B-4 facility maturing on
May 1, 2018; and (vi) a $1.970 billion senior secured term loan B-5 facility maturing on March 31, 2017. We refer to the facilities
described under (ii) through (vi) above, collectively, as the "cash flow credit facility" and, together with the asset-based revolving credit
facility, the "senior secured credit facilities."
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Final Prospectus Supplement
(3) Consists of (i) $3.000 billion aggregate principal amount of 6.50% first lien notes due 2020 that HCA Inc. issued in August 2011 (the
"August 2011 first lien notes"); (ii) $1.350 billion aggregate principal amount of 5.875% first lien notes due 2022 that HCA Inc. issued in
February 2012 (the "February 2012 first lien notes"); (iii) $1.250 billion aggregate principal amount of 4.75% first lien notes due 2023
that HCA Inc. issued in October 2012 (the "October 2012 first lien notes"); (iv) $1.500 billion aggregate principal amount of 3.75% first
lien notes due 2019 that HCA Inc. issued in March 2014 (the "March 2014 3.75% first lien notes"); (v) $2.000 billion aggregate principal
amount of 5.00% first lien notes due 2024 that HCA Inc. issued in March 2014 (the "March 2014 5.00% first lien notes"); (vi) $600
million aggregate principal amount of 4.25% first lien notes due 2019 that HCA Inc. issued in October 2014 (the "October 2014 4.25%

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first lien notes"); and (vii) $1.400 billion aggregate principal amount of 5.25% first lien notes due 2025 that HCA Inc. issued in October
2014 (the "October 2014 5.25% first lien notes" and, collectively with the August 2011 first lien notes, the February 2012 first lien notes,

the October 2012 first lien notes, the March 2014 3.75% first lien notes, the March 2014 5.00% first lien notes and the October 2014
4.25% first lien notes, the "first lien notes").
(4) Consists of HCA Inc.'s (i) aggregate principal amount of $125 million 7.58% medium-term notes due 2025; (ii) aggregate principal
amount of $886 million debentures with maturities ranging from 2015 to 2095 and a weighted average interest rate of 7.55%;
(iii) aggregate principal amount of $6.291 billion senior notes with maturities ranging from 2016 to 2033 and a weighted average interest
rate of 6.73%; (iv) $621 million of secured debt, which represents capital leases and other secured debt with a weighted average interest
rate of 6.11%; and (v) $174 million of debt issuance costs and $2 million of unamortized debt discounts that both reduce the existing
indebtedness. Existing unsecured indebtedness also includes HCA Holdings, Inc.'s $1.000 billion aggregate principal amount of 6.25%
senior notes due 2021. We intend to use the net proceeds of this offering to redeem all of HCA Holdings, Inc.'s $1.525 billion aggregate
principal amount outstanding of existing 7 3/4% senior notes due 2021 and for general corporate purposes. For more information
regarding our unsecured and other indebtedness, see "Description of Other Indebtedness."
(5) The cash flow credit facility and the first lien notes are secured by first-priority liens on substantially all the capital stock of Healthtrust,
Inc.--The Hospital Company and the first-tier subsidiaries of the subsidiary guarantors (but limited to 65% of the voting stock of any
such first-tier subsidiary that is a foreign subsidiary), subject to certain exceptions.
(6) Includes subsidiaries which are designated as "restricted subsidiaries" under HCA Inc.'s indenture dated as of December 16, 1993,
certain of their wholly owned subsidiaries formed in connection with the asset-based revolving credit facility and certain excluded
subsidiaries (non-material subsidiaries).

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THE OFFERING

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement and the "Description of Debt
Securities and Guarantees" section in the accompanying prospectus contain more detailed descriptions of the terms and conditions of the notes.

Issuer
HCA Inc.

Notes
5.375% senior notes due 2025.

The notes offered hereby will be issued under the indenture pursuant to which, on
January 16, 2015, we issued the existing notes. The notes offered hereby and the
existing notes will be treated as a single series for all purposes under the indenture,
including notices, consents, waivers, amendments, redemptions and any other action

permitted under the indenture, and the notes offered hereby will have identical terms
with the existing notes, other than their issue date and public offering price. The notes
offered hereby will have the same CUSIP and ISIN numbers as, and will vote together
and will be fungible with, the existing notes immediately upon issuance.

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Final Prospectus Supplement
Maturity Date
The notes will mature on February 1, 2025.

Interest Rate
Interest on the notes will be payable in cash and will accrue at a rate of 5.375% per
annum.

Interest Payment Date
February 1 and August 1, commencing on August 1, 2015. Interest will accrue from
January 16, 2015. Accrued interest on the notes offered hereby must be paid by the
purchasers through the day before the closing date.

Ranking
The notes will be the Issuer's senior obligations and will:

· rank senior in right of payment to any of its existing and future subordinated

indebtedness;

· rank equally in right of payment with any of its existing and future senior

indebtedness;

· be effectively subordinated in right of payment to any of its existing and future

secured indebtedness to the extent of the value of the collateral securing such
indebtedness; and

· be structurally subordinated in right of payment to all existing and future

indebtedness and other liabilities of its subsidiaries.

As of March 31, 2015, on an as adjusted basis after giving effect to the notes offered

hereby and the use of proceeds therefrom as described under "Use of Proceeds":

· the notes would have been effectively subordinated in right of payment to $19.838

billion of secured indebtedness; and

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· we would have had $1.957 billion of unutilized capacity under the senior secured
revolving credit facility and $630 million of unutilized capacity under the asset-based

revolving credit facility, after giving effect to letters of credit and borrowing base
limitations, all of which would be structurally senior to the notes offered hereby if
borrowed.

Parent Guarantee
The notes will be fully and unconditionally guaranteed on a senior unsecured basis by
HCA Holdings, Inc. and will:

· rank senior in right of payment to all existing and future subordinated indebtedness of

HCA Holdings, Inc.;

· rank equally in right of payment with all existing and future senior indebtedness of

HCA Holdings, Inc.;

· be effectively subordinated in right of payment to all future secured indebtedness of

HCA Holdings, Inc. to the extent of the value of the collateral securing such
indebtedness; and

· be effectively subordinated in right of payment to all existing and future indebtedness

and other liabilities of any subsidiary of HCA Holdings, Inc. (other than HCA Inc.).

The notes will not be guaranteed by any of HCA Inc.'s subsidiaries.

As of March 31, 2015, on an as adjusted basis after giving effect to the notes offered
hereby and the use of proceeds therefrom as described under "Use of Proceeds," the

notes and related guarantee would have been structurally subordinated to $19.838
billion of indebtedness of HCA Inc.'s subsidiaries, all of which would have been
secured.

Covenants
The indenture governing the notes contains covenants limiting the Issuer's and certain of
its subsidiaries' ability to:
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Document Outline

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