Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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. 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. There were no share repurchases of our outstanding common stock during the second quarter of 2020. 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
pandemic concerns, we announced the suspension of the Company’s quarterly dividend program for the second quarter of 2020. The Company expects to evaluate resumption of the program at a future date. Any other future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors. Our ability to declare future dividends may also from time to time be limited by the terms of our debt agreements.
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ITEM 6. EXHIBITS
(a) List of Exhibits:
3.1
—
Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only).
3.2
—
Amended and Restated Bylaws of the Company (restated for SEC filing purposes only).
10.1
—
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).*
10.2
—
Form of Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. 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).*
10.3
—
Form of Employee Restricted Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. 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).*
10.4
—
Form of Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. 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).*
10.5
—
Amendment to the Amended and Restated HCA Restoration Plan, effective June 5, 2020.*
22
—
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).
31.1
—
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
—
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
—
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
—
The following financial information from our quarterly report on Form 10-Q
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: (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.
104
—
The cover page from the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020, formatted in Inline XBRL (included in Exhibit 101).
*
Management compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HCA Healthcare, Inc.
By:
/ S / W ILLIAM B. R UTHERFORD
William B. Rutherford
Executive Vice President and Chief Financial Officer
Date: July 30, 2020
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.