Bond HCA International 3.5% ( US404119CA57 ) in USD

HCA International

94.457 % ▲

United States

US404119CA57 ( in USD )

3.5% per year ( payment 2 times a year)

31/08/2030

Prospectus brochure of the bond HCA US404119CA57 en USD 3.5%, maturity 31/08/2030

1 000 USD

2 700 000 000 USD

404119CA5

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/09/2025 ( In 45 days )

HCA, or Healthcare Associated Infections, are infections acquired in healthcare settings, affecting patients, healthcare workers, and visitors.

The Bond issued by HCA International ( United States ) , in USD, with the ISIN code US404119CA57, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2030

The Bond issued by HCA International ( United States ) , in USD, with the ISIN code US404119CA57, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by HCA International ( United States ) , in USD, with the ISIN code US404119CA57, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424(b)(5)
424B5 1 d886309d424b5.htm FORM 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226709
CALCULATION OF REGISTRATION FEE

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

registered

per security

offering price

registration fee(1)
3.500% Senior Notes due 2030

$2,700,000,000

100.000%

$2,700,000,000

$350,460.00

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

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 9, 2018)

HCA Inc.
$2,700,000,000 3.500% Senior Notes due 2030

HCA Inc. is offering $2,700,000,000 aggregate principal amount of 3.500% senior notes due 2030, which we refer to as the "notes." The notes will bear interest
at a rate of 3.500% per annum. HCA Inc. will pay interest on the notes semi-annually, in cash in arrears, on March 1 and September 1 of each year, beginning on
September 1, 2020. The notes will mature on September 1, 2030.
We may redeem the notes, at any time in whole or from time to time in part, in each case 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 Healthcare, 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 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 cash, for the redemption of all $2.000 billion outstanding aggregate principal amount of HCA Inc.'s
7.50% senior notes due 2022. See "Use of Proceeds."

Investing in the notes involves risks. See "Risk Factors" beginning on page S-13.
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
Underwriting
HCA Inc.(1)

Public offering price(1)

discount

(before expenses)

Per
Per
Per

note
Total

note
Total
note
Total

3.500% Senior Notes due 2030
100.000%
$2,700,000,000 1.000%
$27,000,000 99.000% $2,673,000,000

(1)
Plus accrued interest, if any, from February 26, 2020.
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Form 424(b)(5)
We expect to deliver the notes to investors on or about February 26, 2020 in book-entry form only through the facilities of The Depository Trust Company
("DTC"). See "Underwriting--Settlement."
Joint Book-Running Managers

J.P. Morgan
Barclays
BofA Securities
Citigroup
Deutsche Bank Securities
Goldman Sachs & Co. LLC
Morgan Stanley
RBC Capital Markets
SMBC Nikko
SunTrust Robinson Humphrey

Wells Fargo Securities

Co-Managers

Capital One Securities

Mizuho Securities

Fifth Third Securities

MUFG

Regions Securities LLC
Scotiabank
Prospectus Supplement dated February 11, 2020
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-13
Use of Proceeds
S-19
Capitalization
S-20
Recent Developments
S-22
Description of Other Indebtedness
S-30
Description of the Notes
S-39
Certain United States Federal Tax Consequences
S-56
Certain ERISA Considerations
S-61
Underwriting
S-63
Legal Matters
S-69
Experts
S-69
Available Information
S-69
Incorporation by Reference
S-70

Page
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Forward-looking and Cautionary Statements

4
Our Company

5
Risk Factors

6
Use of Proceeds

7
Ratio of Earnings to Fixed Charges

8
Description of Capital Stock

9
Description of Debt Securities and Guarantees

15
Plan of Distribution

32
Legal Matters

33
Experts

33
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Form 424(b)(5)

S-i
Table of Contents
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 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

S-ii
Table of Contents
expectations 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 impact of the Patient Protection and Affordable Care Act, as
amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Affordable Care Act"), including the effects of court challenges
to, any repeal of, or changes to, the Affordable Care Act or additional changes to its implementation, the possible enactment of additional federal or state
health care reforms and possible changes to other federal, state or local laws or regulations affecting the health care industry, including single-payer
proposals (often referred to as "Medicare for All"), (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
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Form 424(b)(5)
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 other state
programs, including Medicaid supplemental payment programs or Medicaid waiver programs, that may impact reimbursements to health care providers
and insurers and the size of the uninsured or underinsured population, (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 third-party payer agreements, the ability to enter into
and renew third-party payer provider agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and
practices, (9) the efforts of health insurers, health care providers, large employer groups 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 of and effects related to pandemics, epidemics
and infectious diseases, (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) the impact of potential cybersecurity incidents or security breaches, (22) our ongoing ability to demonstrate meaningful use
of certified electronic health record ("EHR") technology and the impact of interoperability requirements, (23) the impact of natural disasters, such as
hurricanes and floods, or similar events beyond our control, (24) changes in U.S. federal, state or foreign tax laws, including interpretive guidance that may
be issued by taxing authorities or other standard setting bodies, and (25) other risk factors disclosed under "Risk Factors" and elsewhere in 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.

S-iii
Table of Contents
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 section entitled "Risk Factors."
As used herein, unless otherwise stated or indicated by context, references to the "Issuer" refer to HCA Inc. and its affiliates, and references to
"HCA Healthcare, Inc.," the "Company," "HCA," "we," "our" or "us" refer to HCA Healthcare, Inc., parent of HCA Inc., and its affiliates. 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 September 30, 2019, we operated a diversified portfolio of 184 hospitals (with approximately 48,600 beds) and 125 freestanding
surgery centers across 21 states throughout the United States and in England. As a result of our growth agenda, we have the first or second market
share in many of our markets. Our portfolio consists of many large and growing urban markets with attractive demographic and economic profiles.
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 year ended December 31, 2018, we generated revenues of $46.677 billion, net income
attributable to HCA Healthcare, Inc. of $3.787 billion and Adjusted EBITDA of $8.949 billion. For the nine months ended September 30, 2019, we
generated revenues of $37.813 billion, net income attributable to HCA Healthcare, Inc. of $2.434 billion and Adjusted EBITDA of $7.119 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.
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Form 424(b)(5)
Using our scale, significant resources and 50 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 care group
purchasing organization ("GPO"), an information technology and services provider, a nurse staffing agency and a medical malpractice insurance
company. 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.
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
Table of Contents
leadership of an experienced senior management team, whose tenure at HCA averages approximately 21 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.
Corporate Information
Through our predecessors, we commenced operations in 1968. The Company was incorporated in Nevada in January 1990 and reincorporated
in Delaware in September 1993. Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone
number is (615) 344-9551.
Recent Developments
On October 8, 2019, we entered into a joinder agreement (the "B-12 Joinder Agreement") to refinance our existing senior secured
term B-10 loan credit facility maturing on March 13, 2025 and pay related fees and expenses with a new $1.478 billion senior secured term B-12 loan
credit facility maturing on March 13, 2025 (the "Tranche B-12 Term Loan Facility") on substantially the same terms as our existing senior secured
term B-10 loan credit facility, other than (i) borrowings under the Tranche B-12 Term Loan Facility will bear interest at LIBOR plus an applicable
margin of 1.75% or a base rate plus an applicable margin of 0.75%, (ii) amortization payments on the aggregate principal amount of the
Tranche B-12 Term Loan Facility are equal to 0.25% payable at the end of each fiscal quarter, commencing with the fiscal quarter ending
December 31, 2019 and (iii) any prepayment of term loans under the Tranche B-12 Term Loan Facility in connection with a repricing transaction
occurring on a date that is prior to the date that is six months after the effective date of the B-12 Joinder Agreement will be subject to a prepayment
premium equal to 1.00% of the principal amount of any such term loans.
On November 20, 2019, we entered into a joinder agreement (the "B-13 Joinder Agreement") to refinance our existing senior secured term
B-11 loan credit facility maturing on March 18, 2023 and pay related fees and expenses with a new $1.148 billion senior secured term B-13 loan credit
facility maturing on March 18, 2026 (the "Tranche B-13 Term Loan Facility") on substantially the same terms as our existing senior secured term
B-11 loan credit facility, other than (i) amortization payments on the aggregate principal amount of the new term loan facility are equal to 0.25%
payable at the end of each fiscal quarter, commencing with the fiscal quarter ended December 31, 2019 and (ii) any prepayment of term loans under
the Tranche B-13 Term Loan Facility in connection with a repricing transaction occurring on a date that is prior to the date that is six months after the
effective date of the B-13 Joinder Agreement will be subject to a prepayment premium equal to 1.00% of the principal amount of any such term loans.
On January 27, 2020, the Board of Directors of HCA Healthcare, Inc. authorized an additional share repurchase program for up to $2 billion of
HCA Healthcare, Inc.'s outstanding common stock.
On January 28, 2020, we announced our results of operations for the quarter and year ended December 31, 2019. For the year ended
December 31, 2019, we generated revenues of $51.336 billion, net income attributable to HCA Healthcare, Inc. of $3.505 billion and Adjusted
EBITDA of $9.857 billion. As of December 31, 2019, we operated 184 hospitals and 123 freestanding surgery centers. For further information
regarding these results, see "Recent Developments."

S-2
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Form 424(b)(5)
Table of Contents
CORPORATE STRUCTURE
The indebtedness figures in the diagram below are as of September 30, 2019 on a historical basis and as adjusted to give effect to the October
2019 Tranche B-12 Term Loan Facility and the November 2019 Tranche B-13 Term Loan Facility (described previously under "Recent
Developments") and this offering and the use of proceeds therefrom, as well as the anticipated borrowing under our senior secured asset-based
revolving credit facility. See "Use of Proceeds." 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 Healthcare, Inc. is a guarantor of certain of HCA Inc.'s outstanding notes including the notes offered hereby, 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 $3.750 billion senior secured asset-based revolving credit facility maturing on June 28, 2022 (the "asset-based revolving credit
facility") ($3.310 billion outstanding at September 30, 2019, as adjusted for the anticipated borrowing of approximately $300 million under such
facility); (ii) a $2.000 billion senior secured revolving credit facility maturing on June 28, 2022 (the "senior secured revolving credit facility")
(none outstanding at September 30, 2019, without giving effect to outstanding letters of credit); (iii) a $1.113 billion senior secured term loan
A-6 facility maturing on July 16, 2024; (iv) a $1.478 billion senior secured term loan B-12 facility maturing on March 13, 2025; and (v) a
$1.148 billion senior secured term loan B-13 facility maturing on March 18, 2026. We refer to the facilities described under (ii) through (v)
above, collectively, as the "cash flow credit facility" and, together with the asset-based revolving credit facility, the "senior secured credit
facilities."
(3)
Consists of (i) $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"); (ii) $2.000 billion aggregate principal amount of 5.00% first lien notes due 2024 that HCA Inc. issued in March 2014 (the
"March 2014 first lien notes"); (iii) $1.400 billion aggregate principal amount of 5.25% first lien notes due 2025 that HCA Inc. issued in October
2014 (the "October 2014 first lien notes"); (iv) $1.500 billion aggregate principal amount of 5.25% first lien notes due 2026 that HCA Inc.
issued in March 2016 (the "March 2016 first lien notes");

S-3
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(v) $1.200 billion aggregate principal amount of 4.50% first lien notes due 2027 that HCA Inc. issued in August 2016 (the "August 2016 first
lien notes"); (vi) $2.000 billion of 4 1/8% first lien notes due 2029 that HCA Inc. issued in June 2019 (the "June 2019 4 1/8% first lien notes");
(vii) $1.000 billion of 5 1/8% first lien notes due 2039 that HCA Inc. issued in June 2019 (the "June 2019 5 1/8% first lien notes"); (viii)
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Form 424(b)(5)
$1.500 billion aggregate principal amount of 5.50% first lien notes due 2047 that HCA Inc. issued in June 2017 (the "June 2017 first lien

notes"); and (ix) $2.000 billion of 5 1/4% first lien notes due 2049 that HCA Inc. issued in June 2019 (the "June 2019 5 1/4% first lien notes"
and collectively with the October 2012 first lien notes, the March 2014 first lien notes, the October 2014 first lien notes, the March 2016 first lien
notes, the August 2016 first lien notes, the June 2019 4 1/8% first lien notes, the June 2019 5 1/8% first lien notes and the June 2017 first lien
notes, the "senior secured 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
$736 million debentures with maturities ranging from 2023 to 2095 and a weighted average interest rate of 7.62%; (iii) aggregate principal
amount of $9.391 billion senior notes with maturities ranging from 2023 to 2033 and a weighted average interest rate of 5.74%; (iv)
$638 million of secured debt, which represents capital leases and other secured debt with a weighted average interest rate of 5.53%; and (v)
$267 million of debt issuance costs that reduce the existing indebtedness. 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).

S-4
Table of Contents
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
$2,700,000,000 3.500% senior notes due 2030.

Maturity Date
The notes will mature on September 1, 2030.

Interest Rate
Interest on the notes will be payable in cash and will accrue at a rate of 3.500% per annum.

Interest Payment Dates
March 1 and September 1, commencing on September 1, 2020. Interest will accrue from
February 26, 2020.

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 September 30, 2019, on an as adjusted basis after giving effect to the notes offered

hereby and the use of proceeds therefrom, as well as the anticipated borrowing under the
asset-based revolving credit facility, as described under "Use of Proceeds":

· the notes would have been effectively subordinated in right of payment to $21.537 billion

of secured indebtedness; and

· we had $1.968 billion of unutilized capacity under the senior secured revolving credit
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Form 424(b)(5)
facility and $440 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
Healthcare, Inc. and will:

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

HCA Healthcare, Inc.;

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

Healthcare, Inc.;

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

Healthcare, Inc. 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 any subsidiary of HCA Healthcare, Inc. (other than the Issuer).

The notes will not be guaranteed by any of the Issuer's subsidiaries.

As of September 30, 2019, 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 $21.537 billion of
indebtedness of the Issuer's subsidiaries, all of which was secured.

Covenants
The indenture governing the notes will contain covenants limiting the Issuer's and certain of
its subsidiaries' ability to:

· create liens on certain assets to secure debt;

· engage in certain sale and lease-back transactions; and

· consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.

These covenants are subject to a number of important limitations and exceptions. See

"Description of the Notes."

Optional Redemption
The Issuer 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. See "Description of the Notes--
Optional Redemption."

Change of Control Offer
Upon the occurrence of a change of control, you will have the right, as holders of the notes,
to require the Issuer to repurchase some or all of your notes at 101% of their face amount,
plus accrued and unpaid interest to the repurchase date. See "Description of the Notes--
Repurchase at the Option of Holders--Change of Control."

The Issuer may not be able to pay you the required price for notes you present to it at the

time of a change of control, because:

· the Issuer may not have enough funds at that time; or

· the terms of our indebtedness under the senior secured credit facilities may prevent it from

making such payment.

Your right to require the Issuer to repurchase the notes upon the occurrence of a change of
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Form 424(b)(5)
control will cease to apply to the notes at all times during which the notes have investment

grade ratings from both Moody's Investors Service, Inc. and Standard & Poor's. See
"Description of the Notes--Certain Covenants--Covenant Suspension."

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No Prior Market
The notes will be new securities for which there is currently no market. Although the
underwriters have informed the Issuer that they intend to make a market in the notes, they
are not obligated to do so, and they may discontinue market making activities at any time
without notice. Accordingly, the Issuer cannot assure you that a liquid market for the notes
will develop or be maintained.

Use of Proceeds
We estimate that our net proceeds from this offering, after deducting underwriting discounts
and estimated offering expenses, will be approximately $2.671 billion.

We intend to use the net proceeds of this offering 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 cash, for the redemption of all $2.000 billion outstanding
aggregate principal amount of our 7.50% senior notes due 2022. Pending application of the

net proceeds for this redemption on March 13, 2020, we intend to apply the net proceeds of
this offering to repay outstanding borrowings on the asset-based revolving credit facility. On
or about the date of the redemption, we expect to borrow approximately $300 million under
the asset-based revolving credit facility for this redemption. See "Use of Proceeds" and
"Capitalization."

Conflicts of Interest
Certain of the underwriters and their respective affiliates have, from time to time, performed,
and may in the future perform, various financial advisory, investment banking, commercial
banking and other services for us for which they received or will receive customary fees and
expenses. See "Underwriting."

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RISK FACTORS
You should consider carefully all of the information set forth and incorporated by reference in this prospectus supplement and the accompanying
prospectus and, in particular, should evaluate the specific factors set forth and incorporated by reference in the section entitled "Risk Factors,"
including the "Risk Factors" section included in Exhibit 99.2 of the Form 8-K filed on February 11, 2020, for an explanation of certain risks of
investing in the notes, including risks related to our industry and business.

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SUMMARY FINANCIAL DATA
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Form 424(b)(5)
The following table sets forth our summary financial and operating data as of and for the periods indicated. The financial data as of
December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 have been derived from our consolidated financial
statements incorporated by reference into this prospectus supplement, which have been audited by Ernst & Young LLP, independent registered public
accounting firm. The financial data as of December 31, 2016 have been derived from our consolidated financial statements audited by Ernst & Young
LLP that are not included or incorporated by reference herein.
The summary financial data as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018 have been derived from our
unaudited condensed consolidated financial statements incorporated by reference in this prospectus supplement. The summary financial data as of
September 30, 2018 have been derived from our unaudited condensed consolidated financial statements that are not included or incorporated by
reference herein. The unaudited financial data presented have been prepared on a basis consistent with our audited consolidated financial statements.
In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary
for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be
expected for the full year or any future period.
The summary financial and operating data should be read in conjunction with "Selected Financial Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," our consolidated financial statements and the related notes thereto and our unaudited
condensed consolidated financial statements and the related notes thereto incorporated by reference into this prospectus supplement.

Nine months ended or as of

Years ended or as of December 31,

September 30,

2018

2017

2016

2019

2018

(dollars in millions)

Income Statement Data:

Revenues

$46,677
$43,614
$41,490
$37,813
$34,403
Salaries and benefits

21,425
20,059
18,897
17,455
15,940
Supplies

7,724
7,316
6,933
6,249
5,722
Other operating expenses

8,608
8,051
7,496
7,013
6,325
Equity in earnings of affiliates

(29)

(45)

(54)

(23)

(25)
Depreciation and amortization

2,278
2,131
1,966
1,902
1,697
Interest expense

1,755
1,690
1,707
1,386
1,309
Gains on sales of facilities

(428)

(8)

(23)

(17)

(420)
Losses on retirement of debt

9

39

4

211

9
Legal claim benefits

--

--

(246)

--

--

41,342
39,233
36,680
34,176
30,557

Income before income taxes

5,335
4,381
4,810
3,637
3,846
Provision for income taxes

946
1,638
1,378

765

702

Net income

4,389
2,743
3,432
2,872
3,144
Net income attributable to noncontrolling interests

602

527

542

438

421

Net income attributable to HCA Healthcare, Inc.

$ 3,787
$ 2,216
$ 2,890
$ 2,434
$ 2,723

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Nine months ended or as of

Years ended or as of December 31,

September 30,

2018

2017

2016

2019

2018

(dollars in millions)

Cash Flow Data:

Cash provided by operating activities

$
6,761
$
5,426
$
5,653
$
5,097
$
4,586
Cash used in investing activities

(3,901)

(4,279)

(3,240)

(4,375)

(2,615)
Cash used in financing activities

(3,075)

(1,061)

(2,508)

(661)

(2,114)
Other Financial Data:

EBITDA(1)

$
8,766
$
7,675
$
7,941
$
6,487
$
6,431
Adjusted EBITDA(1)

8,949

8,233

8,218

7,119

6,441
Purchase of property and equipment

(3,573)

(3,015)

(2,760)

(2,884)

(2,420)
Operating Data:

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Document Outline

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