1 unchanged sentence
During January 2020 and 2019, our Board of Directors authorized share repurchase programs for up to $4 billion ($2 billion for each authorization) of our outstanding common stock.
−Removed: During the quarter ended March 31, 2020, we repurchased 3,287,027 shares of our common stock at an average price of $134.18 per share through market purchases pursuant to the $2 billion share repurchase program authorized during January 2019.
−Removed: At March 31, 2020, we had $2.800 billion of repurchase authorization available under the January 2019 and 2020 authorizations.
In response to the risks the COVID-19
pandemic presents to our business, during March 2020, we announced the suspension of our share repurchase programs and expect to evaluate the resumption of the programs at a future date.
−Removed: The following table provides certain information with respect to our repurchases of common stock from January 1, 2020 through March 31, 2020 (dollars in millions, except per share amounts).
−Removed: Average Price
−Removed: Paid per Share
−Removed: Dollar Value of
−Removed: Under Publicly
−Removed: January 1, 2020 through January 31, 2020
−Removed: February 1, 2020 through February 29, 2020
−Removed: March 1, 2020 through March 31, 2020
−Removed: Total for first quarter 2020
+Added: There were no share repurchases of our outstanding common stock during the second quarter of 2020.
+Added: At June 30, 2020, we had $2.800 billion of repurchase authorization available under the January 2019 and 2020 authorizations.
In response to the COVID-19
4 unchanged sentences
(a) List of Exhibits:
−Removed: Supplemental Indenture No.
−Removed: 26, dated as of February 26, 2020, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 26, 2020 (File No.
−Removed: 001-11239), and incorporated herein by reference).
−Removed: Form of 3.500% Senior Notes Due 2030 (included in Exhibit 4.1).
−Removed: Credit Agreement, dated as of March 19, 2020, by and among HCA Inc., as borrower, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No.
+Added: Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only).
+Added: Amended and Restated Bylaws of the Company (restated for SEC filing purposes only).
+Added: 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc., and its Affiliates (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No.
333-237967), and incorporated herein by reference).*
−Removed: Guarantee, dated as of March 19, 2020, by and among the subsidiary guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No.
+Added: Form of Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.
+Added: and its Affiliates (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No.
333-237967), and incorporated herein by reference).*
−Removed: Additional First Lien Secured Party Consent, dated as of March 19, 2020, by and among Bank of America, N.A., as administrative agent, Bank of America, N.A., as collateral agent, HCA Inc., as borrower, and the subsidiary guarantors party thereto (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No.
+Added: Form of Employee Restricted Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.
+Added: and its Affiliates (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (File No.
333-237967), and incorporated herein by reference).*
−Removed: Additional Receivables Intercreditor Agreement, dated as of March 19, 2020, by and between Bank of America, N.A., as ABL Collateral Agent and Bank of America, N.A., as New First Lien Collateral Agent, and consented to by HCA Inc., as borrower, and the subsidiary grantors party thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed March 20, 2020 (File No.
+Added: Form of Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.
+Added: and its Affiliates (filed as Exhibit 4.7 to the Company’s Registration Statement on Form S-8 (File No.
333-237967), and incorporated herein by reference).*
−Removed: Joinder Agreement, dated as of March 31, 2020, to the Credit Agreement, dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 28, 2017), by and among the subsidiary borrowers party thereto and Bank of America, N.A., as administrative agent.
−Removed: Supplement No.
−Removed: 16, dated as of March 31, 2020, to the Security Agreement, dated as of September 30, 2011, by and among the grantors party thereto and Bank of America, N.A., as collateral agent.
−Removed: Supplement No.
−Removed: 16, dated as of March 31, 2020, to the Amended and Restated Pledge Agreement, dated as of March 2, 2009, by and among the additional pledgors named therein and Bank of America, N.A., as collateral agent.
−Removed: Supplement No.
−Removed: 17, dated as of March 31, 2020, to the U.S.
−Removed: Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, by and among the U.S.
−Removed: guarantors party thereto and Bank of America, N.A., as administrative agent.
−Removed: Supplement No.
−Removed: 17, dated as of March 31, 2020, to the Amended and Restated Security Agreement, dated as of March 2, 2009, as supplemented, by and among the new grantors named therein and Bank of America, N.A., as collateral agent.
−Removed: Supplement No.
−Removed: 1, dated as of March 31, 2020, to the Guarantee, dated as of March 19, 2020, by and among each of the new guarantors party thereto and Bank of America, N.A., as administrative agent.
−Removed: Supplemental Indenture, dated as of March 31, 2020, among the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent.
−Removed: Schedule of Omitted Supplemental Indentures to Supplemental Indentures, filed pursuant to Instruction 2 to Item 601 of Regulation SK.
−Removed: HCA Healthcare, Inc.
−Removed: 2020 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2020 (File No.
+Added: Amendment to the Amended and Restated HCA Restoration Plan, effective June 5, 2020.*
+Added: List of Subsidiary Guarantors (filed as Exhibit 22 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.
001-11239), and incorporated herein by reference).
−Removed: Form of Director Restricted Share Unit Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.
−Removed: and its Affiliates.*
−Removed: List of Subsidiary Guarantors.
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following financial information from our quarterly report on Form 10-Q for the quarters ended March 31, 2020 and 2019, filed with the SEC on May 6, 2020, formatted in Inline Extensible Business Reporting Language:
−Removed: (i) the condensed consolidated balance sheets at March 31, 2020 and December 31, 2019, (ii) the condensed consolidated income statements for the quarters ended March 31, 2020 and 2019, (iii) the condensed consolidated comprehensive income statements for the quarters ended March 31, 2020 and 2019, (iv) the condensed consolidated statements of stockholders’ deficit for the quarters ended March 31, 2020 and 2019, (v) the condensed consolidated statements of cash flows for the quarters ended March 31, 2020 and 2019 and (vi) the notes to condensed consolidated financial statements.
+Added: The following financial information from our quarterly report on Form 10-Q
+Added: for the quarters and six months ended June 30, 2020 and 2019, filed with the SEC on July 30, 2020, formatted in Inline Extensible Business Reporting Language:
+Added: (i) the condensed consolidated balance sheets at June 30, 2020 and December 31, 2019, (ii) the condensed consolidated income statements for the quarters and six months ended June 30, 2020 and 2019, (iii) the condensed consolidated comprehensive income statements for the quarters and six months ended June 30, 2020 and 2019, (iv) the condensed consolidated statements of stockholders’ deficit for the quarters and six months ended June 30, 2020 and 2019, (v) the condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 and (vi) the notes to condensed consolidated financial statements.
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (included in Exhibit 101).
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q
+Added: for the quarter ended June 30, 2020, formatted in Inline XBRL (included in Exhibit 101).
Management compensatory plan or arrangement.
1 unchanged sentence
HCA Healthcare, Inc.
−Removed: /s/ William B.
+Added: / S / W ILLIAM B.
Executive Vice President and Chief Financial Officer
+Added: July 30, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.