Obligation HCA International 5.625% ( US404121AJ49 ) en USD

HCA International

100 % ▼

Etas-Unis

US404121AJ49 ( en USD )

5.625% par an ( paiement semestriel )

31/08/2028

Prospectus brochure de l'obligation HCA US404121AJ49 en USD 5.625%, échéance 31/08/2028

1 000 USD

1 500 000 000 USD

404121AJ4

BB- ( Spéculatif )

Ba2 ( Spéculatif )

01/09/2025 ( Dans 45 jours )

HCA, ou analyse en composantes principales hiérarchiques, est une méthode statistique exploratoire qui combine l'analyse en composantes principales (ACP) et une approche hiérarchique pour réduire la dimensionnalité de données complexes et visualiser les relations entre les variables et les observations.

L'Obligation émise par HCA International ( Etas-Unis ) , en USD, avec le code ISIN US404121AJ49, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2028

L'Obligation émise par HCA International ( Etas-Unis ) , en USD, avec le code ISIN US404121AJ49, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par HCA International ( Etas-Unis ) , en USD, avec le code ISIN US404121AJ49, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424(b)(5)
424B5 1 d687480d424b5.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)
5.875% Senior Notes due 2029

$1,000,000,000

100.00%

$1,000,000,000

$121,200
5.625% Senior Notes due 2028

$500,000,000

99.00%

$495,000,000

$60,600

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is $181,800.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 9, 2018)

HCA Inc.
$1,500,000,000 of Senior Notes Consisting of:
$1,000,000,000 5.875% Senior Notes due 2029
$500,000,000 5.625% Senior Notes due 2028

HCA Inc. is offering $1,000,000,000 aggregate principal amount of 5.875% senior notes due 2029, which we refer to as the "2029 notes," and $500,000,000 aggregate
principal amount of 5.625% Senior Notes due 2028, which we refer to as the "new 2028 notes." The new 2028 notes will be issued as additional notes under the indenture
governing the $1.0 billion aggregate principal amount of 5.625% Senior Notes due 2028 were issued on August 23, 2018, (the "existing 2028 notes," and together with the new 2028
notes, the "2028 notes"). The new 2028 notes and the existing 2028 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 new 2028 notes will have identical terms with the existing 2028 notes, other than their issue
date and public offering price. The new 2028 notes will have the same CUSIP and ISIN numbers as, and will vote together and will be fungible with, the existing 2028 notes
immediately upon issuance. The 2028 notes and the 2029 notes are collectively referred to herein as the "notes," unless the context otherwise requires.
The 2029 notes will bear interest at a rate of 5.875% per annum and the 2028 notes will bear interest at a rate of 5.625% per annum. HCA Inc. will pay interest on the 2029
notes semi-annually, in cash in arrears, on February 1 and August 1 of each year, beginning on August 1, 2019. HCA Inc. will pay interest on the 2028 notes semi-annually, in cash
in arrears, on March 1 and September 1 of each year, beginning on March 1, 2019. The new 2028 notes are offered at the public offering price plus accrued interest from August
23, 2018, the original issue date of the existing 2028 notes. Interest on the 2029 notes will accrue from January 30, 2019 and interest on the new 2028 notes will accrue from August
23, 2018. The 2029 notes will mature on February 1, 2029 and the 2028 notes will mature on September 1, 2028.
We may redeem each series of 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 general corporate purposes, which may include acquisitions.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-14.
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.
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Form 424(b)(5)

Proceeds to
Underwriting
HCA Inc.(1)

Public offering price(1)

discount

(before expenses)

Per
Per
Per

note
Total

note
Total

note
Total

5.875% Senior Notes due 2029
100.00%
$1,000,000,000 1.00%
$10,000,000 99.00%
$990,000,000
5.625% Senior Notes due 2028
99.00%
$ 495,000,000 1.00%
$ 5,000,000 98.00%
$490,000,000

(1)
Plus accrued interest, with respect to the 2029 notes, if any, from January 30, 2019, and with respect to the new 2028 notes, from August 23, 2018.
We expect to deliver the 2029 notes to investors on or about January 30, 2019 and the new 2028 notes on or about January 22, 2019 in book-entry form only through the
facilities of The Depository Trust Company ("DTC"). See "Underwriting--Settlement."
Joint Book-Running Managers

UBS Investment Bank

Barclays

BofA Merrill Lynch
Citigroup

Deutsche Bank Securities

Goldman Sachs & Co. LLC
J.P. Morgan

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 January 17, 2019
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-14
Use of Proceeds
S-20
Capitalization
S-21
Description of Other Indebtedness
S-23
Description of the Notes
S-32
Certain United States Federal Tax Consequences
S-50
Certain ERISA Considerations
S-55
Underwriting
S-57
Legal Matters
S-63
Experts
S-63
Available Information
S-63
Incorporation by Reference
S-64

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
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Form 424(b)(5)
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

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
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Form 424(b)(5)
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 "Health Reform Law"), including the effects of court challenges
to, any repeal of, or changes to, the Health Reform Law, or 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, (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 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 and effects related to 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, (23) the impact of natural disasters, such as hurricanes and floods, or
similar events beyond our control, (24) the effects of the 2017 Tax Cuts and Jobs Act, including potential legislation or interpretive guidance that may be
issued by federal and state 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 sections 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, 2018, we operated a diversified portfolio of 179 hospitals (with approximately 47,100 beds) and 122 freestanding
surgery centers across 20 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 currently maintain a presence in 16 of the top 25 markets with the strongest Economic Health Index in the United States, based on the American
City Business Journal's 2017 Economic Health Index, a ranking of the relative economic viability of the top 100 market statistical areas in the United
States. 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, 2017, we generated revenues of $43.614 billion,
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Form 424(b)(5)
net income attributable to HCA Healthcare, Inc. of $2.216 billion and Adjusted EBITDA of $8.233 billion. For the nine months ended September 30,
2018, we generated revenues of $34.403 billion, net income attributable to HCA Healthcare, Inc. of $2.723 billion and Adjusted EBITDA of
$6.441 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 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.
Our Parallon subsidiary group also offers certain of these component services to other health care organizations.

S-1
Table of Contents
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 leadership of an experienced senior management team, whose tenure at
HCA averages approximately 22 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. On May 8, 2017, we changed the name of our parent company from HCA Holdings, Inc. to HCA Healthcare, Inc.
Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number is (615) 344-9551.

S-2
Table of Contents
CORPORATE STRUCTURE
The indebtedness figures in the diagram below are as of September 30, 2018, 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.

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Form 424(b)(5)

(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") ($3.350 billion outstanding at September 30, 2018); (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, 2018, without giving effect to outstanding letters of
credit); (iii) a $1.173 billion senior secured term loan A-5 facility maturing on June 10, 2020; (iv) a $1.492 billion senior secured term loan B-10
facility maturing on March 13, 2025; and (v) a $1.160 billion senior secured term loan B-11 facility maturing on March 18, 2023. 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) $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

S-3
Table of Contents
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)
$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"); (v) $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% first lien notes"); (vi) $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"); (vii) $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"); (viii) $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"); and (ix) $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, collectively with the August 2011 first lien notes, the
February 2012 first lien notes, the October 2012 first lien notes, the March 2014 first lien notes, the October 2014 4.25% first lien notes, the
October 2014 5.25% first lien notes, the March 2016 first lien notes and the August 2016 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 $9.891 billion senior notes with maturities ranging from 2022 to 2033 and a weighted average interest rate of 6.09%; (iv)
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Form 424(b)(5)
$543 million of secured debt, which represents capital leases and other secured debt with a weighted average interest rate of 5.78%; and (v)
$185 million of debt issuance costs that reduce the existing indebtedness. Existing unsecured indebtedness also includes HCA Healthcare, Inc.'s
$1.000 billion aggregate principal amount of 6.25% senior notes due 2021. 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 each series of 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 each series of notes.

Issuer
HCA Inc.

Notes
5.875% senior notes due 2029.

5.625% senior notes due 2028.

The new 2028 notes will be issued under the indenture pursuant to which, on August 23,
2018, we issued the existing 2028 notes. The new 2028 notes and the existing 2028 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 new 2028 notes will have identical terms with the existing 2028 notes,
other than their issue date and public offering price. The new 2028 notes will have the same
CUSIP and ISIN numbers as, and will vote together and will be fungible with, the existing
2028 notes immediately upon issuance.

Maturity Date
The 2029 notes will mature on February 1, 2029.
The 2028 notes will mature on September 1, 2028.

Interest Rate
Interest on the 2029 notes will be payable in cash and will accrue at a rate of 5.875% per
annum.

Interest on the 2028 notes will be payable in cash and will accrue at a rate of 5.625% per

annum.

Interest Payment Dates
For the 2029 notes, February 1 and August 1, commencing on August 1, 2019. Interest on the
2029 notes will accrue from January 30, 2019.

For the new 2028 notes, March 1 and September 1, commencing on March 1, 2019. Interest
on the new 2028 notes will accrue from August 23, 2018.

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;
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S-5
Table of Contents

· 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, 2018, 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 $21.518 billion

of secured indebtedness; and

· we had $1.982 billion of unutilized capacity under the senior secured revolving credit
facility and $400 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.;

· 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, 2018, 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 $21.518 billion of
indebtedness of the Issuer's subsidiaries, all of which was secured.

Covenants
The indentures 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

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

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Form 424(b)(5)
These covenants are subject to a number of important limitations and exceptions. See

"Description of the Notes."

Optional Redemption
The Issuer may redeem each series of 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
control will cease to apply to the notes at all times during which such 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."

No Public Market
The 2029 notes will be new securities for which there is currently no market and the new
2028 notes will be part of an existing series of securities for which there is currently no
public 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 underwriter discounts
and commissions and estimated offering expenses, will be approximately $1.478 billion.

We intend to use the net proceeds of this offering for general corporate purposes, which may

include acquisitions. See "Use of Proceeds" and "Capitalization."

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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
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Form 424(b)(5)
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 January 17, 2019, 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
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, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 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, 2015 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, 2018 and for the nine months ended September 30, 2018 and 2017 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, 2017 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

Years ended December 31,

September 30,

2017

2016

2015

2018

2017

(unaudited)

(dollars in millions)

Income Statement Data:

Revenues

$43,614
$41,490
$39,678
$34,403
$32,052
Salaries and benefits

20,059
18,897
18,115
15,940
14,878
Supplies

7,316
6,933
6,638
5,722
5,369
Other operating expenses

8,051
7,496
7,056
6,325
5,970
Equity in earnings of affiliates

(45)

(54)

(46)

(25)

(36)
Depreciation and amortization

2,131
1,966
1,904
1,697
1,581
Interest expense

1,690
1,707
1,665
1,309
1,257
Losses (gains) on sales of facilities

(8)

(23)

5

(420)

(10)
Losses on retirement of debt

39

4

135

9

39
Legal claim (benefits) costs

--

(246)

249

--

--

39,233
36,680
35,721
30,557
29,048

Income before income taxes

4,381
4,810
3,957
3,846
3,004
Provision for income taxes

1,638
1,378
1,261

702

902

Net income

2,743
3,432
2,696
3,144
2,102
Net income attributable to noncontrolling interests

527

542

567

421

360

Net income attributable to HCA Healthcare, Inc.

$ 2,216
$ 2,890
$ 2,129
$ 2,723
$ 1,742

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