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HCA Healthcare, Inc.

For the period ended Apr 24, 2025. Filed Mar 14, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2025 · Filed Mar 14, 2025

HCA$494.99-2.5%Stored close · as of Nov 6, 2026
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Contents

APPENDIX D – ADJUSTED EBITDA RECONCILIATION

APPENDIX D

HCA Healthcare, Inc.

Adjusted EBITDA Reconciliation

(Dollars in millions)

20202021202220232024
Net income attributable to HCA Healthcare, Inc.$3,754$6,956$5,643$5,242$5,760
Losses (gains) on sales of facilities (net of tax) (b)9(1,214)(727)12(11)
Losses on retirement of debt (net of tax)227960——
Net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt (a)3,9905,7514,9765,2545,749
Depreciation and amortization2,7212,8532,9693,0773,312
Interest expense1,5841,5661,7411,9382,061
Provision for income taxes1,1091,7091,5271,6081,863
Net income attributable to noncontrolling interests (b)633765854849897
Adjusted EBITDA (a)$10,037$12,644$12,067$12,726$13,882
(a)Net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt, and Adjusted EBITDA should not be considered as measures of financial performance under generally accepted accounting principles (“GAAP”). We believe net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt, and Adjusted EBITDA are important measures that supplement discussions and analysis of our results of operations. We believe it is useful to investors to provide disclosures of our results of operations on the same basis used by management. Management relies upon net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt, and Adjusted EBITDA as the primary measures to review and assess operating performance of its health care facilities and their management teams.

Management and investors review both the overall performance (including net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt, and GAAP net income attributable to HCA Healthcare, Inc.) and operating performance (Adjusted EBITDA) of our health care facilities. Adjusted EBITDA is utilized by management and investors to compare our current operating results with the corresponding periods during the previous year and to compare our operating results with other companies in the health care industry. It is reasonable to expect that losses (gains) on sales of facilities and losses on retirement of debt will occur in future periods, but the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our health care facilities and complicate period comparisons of our results of operations and operations comparisons with other health care companies.

Net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt, and Adjusted EBITDA are not measures of financial performance under GAAP, and should not be considered as alternatives to net income attributable to HCA Healthcare, Inc. as a measure of operating performance or cash flows from operating, investing and financing activities as a measure of liquidity. Because net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt, and Adjusted EBITDA are not measurements determined in accordance with GAAP and are susceptible to varying calculations, net income attributable to HCA Healthcare, Inc., excluding losses (gains) on sales of facilities and losses on retirement of debt, and Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures presented by other companies.

(b)The 2022 amounts are net of noncontrolling interests related to gains on sales of facilities.

SCAN TO HCA HEALTHCARE, INC. VIEW MATERIALS & VOTE w ATTN: CORPORATE SECRETARY ONE PARK PLAZA NASHVILLE, TN 37203 VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on April 23, 2025 for shares held directly and by 11:59 P.M. ET on April 21, 2025 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/HCA2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BYPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on April 23, 2025 for shares held directly and by 11:59 P.M. ET on April 21, 2025 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V63901-P24844 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY HCA HEALTHCARE, INC. The Board of Directors recommends you vote FOR the following director nominees: 1. Election of Directors Nominees: For Against Abstain 1a. Thomas F. Frist III ! ! ! 1b. Samuel N. Hazen ! ! ! For Against Abstain 1c. Robert J. Dennis ! ! ! 3. Advisory vote to approve named executive officer compensation. ! ! ! 4. To approve the First Amendment to the 2020 Stock Incentive Plan 1d. Nancy-Ann DeParle ! ! ! ! ! ! for Key Employees of HCA Healthcare, Inc. and its Affiliates. 5. To approve an amendment to our amended and restated certificate 1e. William R. Frist ! ! ! of incorporation to provide for the exculpation of officers as ! ! ! permitted by Delaware law. 1f. Hugh F. Johnston ! ! ! The Board of Directors recommends you vote AGAINST proposals For Against Abstain 6, 7 and 8. 1g. Michael W. Michelson ! ! ! 6. Stockholder proposal, if properly presented at the meeting, ! ! ! regarding lavish golden parachutes. 7. Stockholder proposal, if properly presented at the meeting, 1h. Wayne J. Riley, M.D. ! ! ! ! ! ! regarding an amendment to Patient Safety and Quality of Care Committee charter. 1i. Andrea B. Smith ! ! ! 8. Stockholder proposal, if properly presented at the meeting, ! ! ! regarding report on acquisition strategy. The Board of Directors recommends you vote FOR proposals 2, For Against Abstain NOTE: In their discretion, the proxies are authorized to vote upon any other 3, 4 and 5. business that may properly come before the meeting or any postponement or adjournment thereof. 2. To ratify the appointment of Ernst & Young LLP as our ! ! ! independent registered public accounting firm for the year ending December 31, 2025. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 2024 Annual Report are available at www.proxyvote.com. V63902-P24844 HCA HEALTHCARE, INC. Annual Meeting of Stockholders April 24, 2025 2:00 PM, CDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Michael R. McAlevey and John M. Franck II, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of HCA HEALTHCARE, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 2:00 PM, CDT on April 24, 2025, in a virtual meeting format only, via live webcast at www.virtualshareholdermeeting.com/HCA2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side

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