Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures
1. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
2. Internal Control Over Financial Reporting
(a) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective, can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our assessment under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Form 10-K,
has issued a report on our internal control over financial reporting, which is included herein.
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(b) Attestation Report of the Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
HCA Healthcare, Inc.
Opinion on Internal Control over Financial Reporting
We have audited HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, HCA Healthcare, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of HCA Healthcare, Inc. as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 19, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Nashville, Tennessee
February 19, 2021
(c) Changes in Internal Control Over Financial Reporting
During the fourth quarter of 2020, there were no changes in our internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B.
Other Information
None.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by this Item regarding the identity and business experience of our directors and executive officers is set forth under the heading “Nominees for Election” and “Election of Directors” in the definitive proxy materials of HCA to be filed in connection with our 2021 Annual Meeting of Stockholders with respect to our directors and is set forth in Item 1 of Part I of this annual report on Form 10-K
with respect to our executive officers. The information required by this Item contained in such definitive proxy materials is incorporated herein by reference.
Information on the beneficial ownership reporting for our directors and executive officers required by this Item is contained under the caption “Delinquent Section 16(a) Reports” in the definitive proxy materials to be filed in connection with our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
Information on our Audit and Compliance Committee and Audit Committee Financial Experts required by this Item is contained under the caption “Corporate Governance” in the definitive proxy materials to be filed in connection with our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
We have a Code of Conduct which is applicable to all our directors, officers and employees (the “Code of Conduct”). The Code of Conduct is available on the Ethics and Compliance and Corporate Governance pages of our website at www.hcahealthcare.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Conduct (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or report the same on a Current Report on Form 8-K.
Our Code of Conduct is available free of charge upon request to our Corporate Secretary, HCA Healthcare, Inc., One Park Plaza, Nashville, TN 37203.
Item 11.
Executive Compensation
The information required by this Item is set forth under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the definitive proxy materials to be filed in connection with our 2021 Annual Meeting of Stockholders, which information is incorporated herein by reference.
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Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information about security ownership of certain beneficial owners required by this Item is set forth under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the definitive proxy materials to be filed in connection with our 2021 Annual Meeting of Stockholders, which information is incorporated herein by reference.
This table provides certain information as of December 31, 2020 with respect to our equity compensation plans:
EQUITY COMPENSATION PLAN INFORMATION
(Share and share unit amounts in millions)
(a)
(b)
(c)
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding
options,
warrants and rights
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column(a))
Equity compensation plans approved by security holders
13.723
(1)
$
91.53
(1)
26.139
(2)
Equity compensation plans not approved by security holders
—
—
—
Total
13.723
$
91.53
26.139
(1)
Includes 2.476 million restricted share units which vest solely based upon continued employment over a specific period of time and 2.592 million performance share units which vest based upon continued employment over a specific period of time and the achievement of predetermined financial targets over time. The performance share units reported reflect the number of performance share units that would vest upon achievement of target performance; the number of performance share units that vest can vary from zero (for actual performance less than 90% of target for 2020 and 2019 grants and 80% of target for 2018 and prior grants) to two times the units granted (for actual performance of 110% or more of target for 2020 and 2019 grants and 120% or more of target for 2018 and prior grants). The weighted average exercise price does not take these restricted share units and performance share units into account.
(2)
Includes 20.274 million shares available for future grants under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates and 5.865 million shares of common stock reserved for future issuance under the HCA Holdings, Inc. Employee Stock Purchase Plan.
*
For additional information concerning our equity compensation plans, see the discussion in Note 2 — Share-Based Compensation in the notes to the consolidated financial statements.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is set forth under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance” in the definitive proxy materials to be filed in connection with our 2021 Annual Meeting of Stockholders, which information is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
The information required by this Item is set forth under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the definitive proxy materials to be filed in connection with our 2021 Annual Meeting of Stockholders, which information is incorporated herein by reference.
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PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a) Documents filed as part of the report:
1. Financial Statements.
The accompanying Index to Consolidated Financial Statements on page F-1
of this annual report on Form 10-K
is provided in response to this item.
2. List of Financial Statement Schedules.
All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements.
3. List of Exhibits
2.1
— Agreement and Plan of Merger, dated July 24, 2006, by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 25, 2006 (File No. 001-11239), and incorporated herein by reference).
2.2
— Merger Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc., and HCA Merger Sub LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No. 000-18406), and incorporated herein by reference).
3.1
— Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No. 001-11239), and incorporated herein by reference).
3.2
— Amended and Restated Bylaws of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No. 001-11239), and incorporated herein by reference).
4.1
— Description of Registered Securities.
4.2
— Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-11239), and incorporated herein by reference).
4.3
— Security Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 24, 2006 (File No. 001-11239), and incorporated herein by reference).
4.4
— Pledge Agreement, dated as of November 17, 2006, among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed November 24, 2006 (File No. 001-11239), and incorporated herein by reference).
4.5(a)
— $13,550,000,000 — € 1,000,000,000 Credit Agreement, dated as of November 17, 2006, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed November 24, 2006 (File No. 001-11239), and incorporated herein by reference).
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4.5(b)
— Amendment No. 1 to the Credit Agreement, dated as of February 16, 2007, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-11239), and incorporated herein by reference).
4.5(c)
— Amendment No. 2 to the Credit Agreement, dated as of March 2, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-11239), and incorporated herein by reference).
4.5(d)
— Amendment No. 3 to the Credit Agreement, dated as of June 18, 2009, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2009 (File No. 001-11239), and incorporated herein by reference).
4.5(e)
— Extension Amendment No. 1 to the Credit Agreement, dated as of April 6, 2010, among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2010 (File No. 001-11239), and incorporated herein by reference).
4.5(f)
— Amended and Restated Joinder Agreement No. 1, dated as of November 8, 2010, by and among each of the financial institutions listed as a “Replacement-1 Revolving Credit Lender” on Schedule A thereto, HCA Inc., Bank of America, N.A., as Administrative Agent and as Collateral Agent, and the other parties listed on the signature pages thereto (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-11239), and incorporated herein by reference).
4.5(g)
— Restatement Agreement, dated as of May 4, 2011, by and among HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent to the Credit Agreement, dated as of November 17, 2006, as amended on February 16, 2007, March 2, 2009, June 18, 2009, April 6, 2010 and November 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 9, 2011 (File No. 001-11239), and incorporated herein by reference).
4.5(h)
— Extension Amendment No. 1, dated as of April 25, 2012, by and among HCA Inc., HCA UK Capital Limited, each of the U.S. Guarantors, each of the European Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 26, 2012 (File No. 001-11239), and incorporated herein by reference).
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4.5(i)
— Restatement Agreement, dated as of February 26, 2014, to (i) the Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011, by and among the HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent and (ii) the U.S. Guarantee, dated as of November 17, 2006 by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 28, 2014 (File No. 001-11239), and incorporated herein by reference).
4.5(j)
— Supplement No. 14 dated as of November 9, 2015 to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).
4.5(k)
— Schedule of Omitted Supplements to the U.S. Guarantee dated as of November 17, 2006 and amended and restated on February 26, 2014, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.
4.5(l)
— Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, 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 June 30, 2017 (File No. 001-11239), and incorporated herein by reference).
4.5(m)
— Joinder Agreement No. 8, dated as of July 16, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, 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 July 22, 2019 (File No. 001-11239), and incorporated herein by reference).
4.5(n)
— Joinder Agreement No. 9, dated as of October 8, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, 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 October 10, 2019 (File No. 001-11239), and incorporated herein by reference).
4.5(o)
— Joinder Agreement No. 10, dated as of November 20, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, 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 November 21, 2019 (File No. 001-11239), and incorporated herein by reference).
4.6(a)
— Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Grantors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-11239), and incorporated herein by reference).
4.6(b)
— Supplement No. 2 dated as of October 27, 2011, to the Amended and Restated Security Agreement dated as of March 2, 2009, as supplemented, by and among the subsidiary grantor named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).
4.6(c)
— Schedule of Omitted Supplements to the Security Agreement dated as of November 17, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.
4.7(a)
— Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, among the Company, the Subsidiary Pledgors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-11239), and incorporated herein by reference).
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4.7(b)
— Supplement No. 1 dated as of October 27, 2011 to the Amended and Restated Pledge Agreement dated as of March 2, 2009, by and among the subsidiary pledgors named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.6(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).
4.7(c)
— Schedule of Omitted Supplements to the Pledge Agreement dated as of November 6, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.
4.8(a)
— $2,500,000,000 Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 3, 2011 (File No. 001-11239), and incorporated herein by reference).
4.8(b)
— Restatement Agreement, dated as of March 7, 2014, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2014 (File No. 001-11239), and incorporated herein by reference).
4.8(c)
— Joinder Agreement and Amendment No. 1, dated as of October 30, 2014, to the Credit Agreement, dated as of September 30, 2011 and amended and restated as of March 7, 2014, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 31, 2014 (File No. 001-11239), and incorporated herein by reference).
4.8(d)
— Restatement Agreement dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, 2011 by and among HCA Inc., as borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 30, 2017 (File No. 001-11239), and incorporated herein by reference).
4.8(e)
— Joinder Agreement dated as of January 3, 2018 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 (filed as Exhibit 4.7(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).
4.9(a)
— Security Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed October 3, 2011 (File No. 001-11239), and incorporated herein by reference).
4.9(b)
— Supplement No. 1 dated as of October 27, 2011 to the Security Agreement dated as of September 30, 2011, by and among the subsidiary borrower party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.8(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).
4.9(c)
— Schedule of Omitted Supplements to the Security Agreement dated as of September 30, 2011, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.
4.10(a)
— General Intercreditor Agreement, dated as of November 17, 2006, between Bank of America, N.A., as First Lien Collateral Agent, and The Bank of New York, as Junior Lien Collateral Agent (filed as Exhibit 4.13(a) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
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4.10(b)
— Receivables Intercreditor Agreement, dated as of November 17, 2006, among Bank of America, N.A., as ABL Collateral Agent, Bank of America, N.A., as CF Collateral Agent and The Bank of New York, as Bonds Collateral Agent (filed as Exhibit 4.13(b) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.10(c)
— First Lien Intercreditor Agreement, dated as of April 22, 2009, among Bank of America, N.A. as Collateral Agent, Bank of America, N.A. as Authorized Representative under the Credit Agreement and Law Debenture Trust Company of New York as the Initial Additional Authorized Representative (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed April 28, 2009 (File No. 001-11239), and incorporated herein by reference).
4.10(d)
— Additional General Intercreditor Agreement, dated as of August 1, 2011, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No. 001-11239), and incorporated herein by reference).
4.10(e)
— Additional Receivables Intercreditor Agreement, dated as of August 1, 2011 by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No. 001-11239), and incorporated herein by reference).
4.10(f)
— Additional General Intercreditor Agreement, dated as of February 16, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed February 16, 2012 (File No. 001-11239), and incorporated herein by reference).
4.10(g)
— Additional Receivables Intercreditor Agreement, dated as of February 16, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed February 16, 2012 (File No. 001-11239), and incorporated herein by reference).
4.10(h)
— Additional General Intercreditor Agreement, dated as of October 23, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).
4.10(i)
— Additional Receivables Intercreditor Agreement, dated as of October 23, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).
4.11
— Registration Rights Agreement, dated as of November 22, 2010, among HCA Holdings, Inc., Hercules Holding II, LLC and certain other parties thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No. 000-18406), and incorporated herein by reference).
4.12
— Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit 4.14 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
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4.13
— Assignment and Assumption Agreement, dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Company relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.14(a)
— Indenture, dated as of December 16, 1993 between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.16(a) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.14(b)
— First Supplemental Indenture, dated as of May 25, 2000 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(b) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.14(c)
— Second Supplemental Indenture, dated as of July 1, 2001 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(c) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.14(d)
— Third Supplemental Indenture, dated as of December 5, 2001 between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.16(d) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.14(e)
— Fourth Supplemental Indenture, dated as of November 14, 2006, between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 16, 2006 (File No. 001-11239), and incorporated herein by reference).
4.15
— Form of 7.5% Debentures due 2023 (filed as Exhibit 4.17 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.16
— Form of 8.36% Debenture due 2024 (filed as Exhibit 4.18 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.17
— Form of Fixed Rate Global Medium-Term Note (filed as Exhibit 4.19 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.18
— Form of Floating Rate Global Medium-Term Note (filed as Exhibit 4.20 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.19
— Form of 7.69% Note due 2025 (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 001-11239), and incorporated herein by reference).
4.20
— Form of 7.50% Debenture due 2095 (filed as Exhibit 4.23 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.21
— Form of 7.05% Debenture due 2027 (filed as Exhibit 4.24 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).
4.22
— 7.50% Note due 2033 in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 6, 2003 (File No. 001-11239), and incorporated herein by reference).
4.23
— Form of Indenture of HCA Inc. (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-175791), and incorporated herein by reference).
4.24
— Indenture dated as of August 1, 2011, among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-226709), and incorporated herein by reference).
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4.25
— Supplemental Indenture No. 5, dated as of October 23, 2012, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (Unsecured Notes) (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).
4.26(a)
— Supplemental Indenture No. 6, dated as of October 23, 2012, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (Secured Notes) (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 23, 2012 (File No. 001-11239), and incorporated herein by reference).
4.26(b)
— 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 (filed as Exhibit 4.13(a) 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).
4.26(c)
— Schedule of Omitted Supplemental Indentures to Supplemental Indentures, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.
4.27
— Form of 5.875% Senior Notes due 2023 (included in Exhibit 4.25).
4.28
— Form of 4.75% Senior Secured Notes due 2023 (included in Exhibit 4.26(a)).
4.29
— Indenture, dated as of December 6, 2012, among HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2012 (File No. 001-11239), and incorporated herein by reference).
4.30
— Supplemental Indenture No. 8, dated as of March 17, 2014, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 21, 2014 (File No. 001-11239), and incorporated herein by reference).
4.31
— Form of 5.00% Senior Secured Notes due 2024 (included in Exhibit 4.30).
4.32
— Additional Receivables Intercreditor Agreement, dated as of March 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed March 21, 2014 (File No. 001-11239), and incorporated herein by reference).
4.33
— Supplemental Indenture No. 10, dated as of October 17, 2014, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 17, 2014 (File No. 001-11239), and incorporated herein by reference).
4.34
— Form of 5.25% Senior Secured Notes due 2025 (included in Exhibit 4.33).
4.35
— Additional Receivables Intercreditor Agreement, dated as of October 17, 2014, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed October 17, 2014 (File No. 001-11239), and incorporated herein by reference).
4.36
— Supplemental Indenture No. 11, dated as of January 16, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, 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 January 16, 2015 (File No. 001-11239), and incorporated herein by reference).
4.37
— Form of 5.375% Senior Notes due 2025 (included in Exhibit 4.36).
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4.38
— Supplemental Indenture No. 12, dated as of May 20, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed May 20, 2015 (File No. 001-11239), and incorporated herein by reference).
4.39
— Supplemental Indenture No. 13, dated as of November 13, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, 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 November 13, 2015 (File No. 001-11239), and incorporated herein by reference).
4.40
— Form of 5.875% Senior Notes due 2026 (included in Exhibit 4.39).
4.41
— Supplemental Indenture No. 14, dated as of December 8, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed December 8, 2015 (File No. 001-11239), and incorporated herein by reference).
4.42
— Supplemental Indenture No. 15, dated as of March 15, 2016, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, 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 March 15, 2016 (File No. 001-11239), and incorporated herein by reference).
4.43
— Form of 5.250% Senior Secured Notes due 2026 (included in Exhibit 4.42).
4.44
— Additional Receivables Intercreditor Agreement, dated as of March 15, 2016, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed March 15, 2016 (File No. 001-11239), and incorporated herein by reference).
4.45
— Supplemental Indenture No. 16, dated as of August 15, 2016, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 15, 2016 (File No. 001-11239), and incorporated herein by reference).
4.46
— Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.45).
4.47
— Additional Receivables Intercreditor Agreement, dated as of August 15, 2016, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed August 15, 2016 (File No. 001-11239), and incorporated herein by reference).
4.48
— Supplemental Indenture No. 17, dated as of December 9, 2016, among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 9, 2016 (File No. 001-11239), and incorporated herein by reference).
4.49
— Supplemental Indenture No. 18, dated as of June 22, 2017, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, 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 June 22, 2017 (File No. 001-11239), and incorporated herein by reference).
4.50
— Form of 5.500% Senior Secured Notes due 2047 (included in Exhibit 4.49).
4.51
— Additional Receivables Intercreditor Agreement, dated as of June 22, 2017, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed June 22, 2017 (File No. 001-11239), and incorporated herein by reference).
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4.52
— Supplemental Indenture No. 19, dated as of August 23, 2018, 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 August 23, 2018 (File No. 001-11239), and incorporated herein by reference).
4.53
— Form of 5.375% Senior Notes Due 2026 (included in Exhibit 4.52).
4.54
— Supplemental Indenture No. 20, dated as of August 23, 2018, 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 4.3 to the Company’s Current Report on Form 8-K filed August 23, 2018 (File No. 001-11239), and incorporated herein by reference).
4.55
— Form of 5.625% Senior Notes Due 2028 (included in Exhibit 4.54).
4.56
— Supplemental Indenture No. 21, dated as of January 22, 2019, 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 4.4 to the Company’s Current Report on Form 8-K filed January 22, 2019 (File No. 001-11239), and incorporated herein by reference).
4.57
— Supplemental Indenture No. 22, dated as of January 30, 2019, 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 January 30, 2019 (File No. 001-11239), and incorporated herein by reference).
4.58
— Form of 5.875% Senior Notes Due 2029 (included in Exhibit 4.57).
4.59
— Supplemental Indenture No. 23, dated as of June 12, 2019, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, 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 June 12, 2019 (File No. 001-11239), and incorporated herein by reference).
4.60
— Supplemental Indenture No. 24, dated as of June 12, 2019, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed June 12, 2019 (File No. 001-11239), and incorporated herein by reference).
4.61
— Supplemental Indenture No. 25, dated as of June 12, 2019, among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed June 12, 2019 (File No. 001-11239), and incorporated herein by reference).
4.62
— Form of 4 1/8% Senior Secured Notes due 2029 (included in Exhibit 4.59).
4.63
— Form of 5 1/8% Senior Secured Notes due 2039 (included in Exhibit 4.60).
4.64
— Form of 5 1/4% Senior Secured Notes due 2049 (included in Exhibit 4.61).
4.65
— Additional Receivables Intercreditor Agreement, dated as of June 12, 2019, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed June 12, 2019 (File No. 001-11239), and incorporated herein by reference).
4.66
— Supplemental Indenture No. 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. 001-11239), and incorporated herein by reference).
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4.67
— Form of 3.500% Senior Notes Due 2030 (included in Exhibit 4.66).
4.68
— 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. 001-11239), and incorporated herein by reference).
4.69
— 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. 001-11239), and incorporated herein by reference).
4.70
— 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. 001-11239), and incorporated herein by reference).
4.71
— 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. 001-11239), and incorporated herein by reference).
4.72
— Supplement No. 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 (filed as Exhibit 4.12 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).
10.1
— Form of Indemnity Agreement with certain officers and directors (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (File No. 333-145054) and incorporated herein by reference).
10.2(a)
— 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates as Amended and Restated (filed as Exhibit 10.11(b) to the Company’s Registration Statement on Form S-1 (File No. 333-171369), and incorporated herein by reference).*
10.2(b)
— First Amendment to 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (File No. 001-11239), and incorporated herein by reference).*
10.2(c)
— Second Amendment to the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 001-11239), and incorporated herein by reference).*
10.3(a)
— Management Stockholder’s Agreement dated November 17, 2006 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-11239), and incorporated herein by reference).
10.3(b)
— Form of Omnibus Amendment to HCA Holdings, Inc.’s Management Stockholder’s Agreements (filed as Exhibit 10.39 to the Company’s Registration Statement on Form S-1 (File No. 333-171369), and incorporated herein by reference).
10.4
— Form of Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 14, 2012 (File No. 001-11239), and incorporated herein by reference).*
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10.5
— Form of 2014 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.17(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 001-11239), and incorporated herein by reference).*
10.6
— Retirement Agreement between the Company and Thomas F. Frist, Jr., M.D. dated as of January 1, 2002 (filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 001-11239), and incorporated herein by reference).*
10.7(a)
— Amended and Restated HCA Supplemental Executive Retirement Plan, effective December 22, 2010, except as provided therein (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-11239), and incorporated herein by reference).*
10.7(b)
— Amendment, dated December 22, 2020, to Amended and Restated HCA Supplemental Executive Retirement Plan.*
10.8(a)
— Amended and Restated HCA Restoration Plan, effective December 22, 2010 (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-11239), and incorporated herein by reference).*
10.8(b)
— Amendment to the Amended and Restated HCA Restoration Plan, effective June 5, 2020 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No. 001-11239), and incorporated herein by reference).*
10.9(a)
— Employment Agreement dated November 16, 2006 (Samuel N. Hazen) (filed as Exhibit 10.27(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-11239), and incorporated herein by reference).*
10.9(b)
— Employment Agreement dated November 16, 2006 (Charles J. Hall) (filed as Exhibit 10.28(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 001-11239), and incorporated herein by reference).*
10.9(c)
— Amendment to Employment Agreement effective February 9, 2011 (Samuel N. Hazen) (filed as Exhibit 10.29(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-11239), and incorporated herein by reference).*
10.9(d)
— Second Amendment to Employment Agreement effective January 29, 2015 (Samuel N. Hazen) (filed as Exhibit 10.23(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-11239), and incorporated herein by reference).*
10.9(e)
— Third Amendment to Employment Agreement effective January 27, 2016 (Samuel N. Hazen) (filed as Exhibit 10.23(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-11239), and incorporated herein by reference).*
10.9(f)
— Amendment to Employment Agreement effective January 27, 2016 (Charles J. Hall) (filed as Exhibit 10.23(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-11239), and incorporated herein by reference).*
10.9(g)
— Fourth Amendment to Employment Agreement effective November 14, 2016 (Samuel N. Hazen) (filed as Exhibit 10.16(l) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No. 001-11239), and incorporated herein by reference).*
10.9(h)
— Fifth Amendment to Employment Agreement effective January 1, 2019 (Samuel N. Hazen) (filed as Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).*
10.10
— Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, between HCA Inc. and certain other parties thereto (filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-11239), and incorporated herein by reference).
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10.11
— Assignment and Assumption Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc. and HCA Merger Sub LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No. 000-18406), and incorporated herein by reference).
10.12
— Omnibus Amendment to Various Stock and Option Plans and the Management Stockholders’ Agreement, dated November 22, 2010 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 24, 2010 (File No. 000-18406), and incorporated herein by reference).*
10.13
— Omnibus Amendment to Stock Option Agreements Issued Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as amended, effective February 16, 2011 (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-11239), and incorporated herein by reference).*
10.14
— Stockholders’ Agreement, dated as of March 9, 2011, by and among the Company, Hercules Holding II, LLC and the other signatories thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 16, 2011 (File No. 001-11239), and incorporated herein by reference).
10.15
— Amendment, dated as of September 21, 2011, to the Stockholders’ Agreement, dated as of March 9, 2011 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 21, 2011 (File No. 001-11239), and incorporated herein by reference).
10.16
— Form of Director Restricted Share Unit Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-11239), and incorporated herein by reference).*
10.17
— Executive Severance Policy (filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 001-11239), and incorporated herein by reference).*
10.18
— HCA Holdings, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 25, 2014 (File No. 001-11239), and incorporated herein by reference).*
10.19
— Form of 2015 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 4, 2015 (File No. 001-11239), and incorporated herein by reference).*
10.20
— Form of 2016 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-11239), and incorporated herein by reference).*
10.21
— Form of Director Restricted Share Unit Agreement (Annual Award) Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No. 001-11239), and incorporated herein by reference).*
10.22
— Form of 2017 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No. 001-11239), and incorporated herein by reference).*
10.23
— Form of 2018 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No. 001-11239), and incorporated herein by reference).*
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10.24
— Form of 2018 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No. 001-11239), and incorporated herein by reference).*
10.25
— HCA Holdings, Inc. 2018 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2018 (File No. 001-11239), and incorporated herein by reference).*
10.26
— Form of 2019 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).*
10.27
— Form of 2019 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-11239), and incorporated herein by reference).*
10.28
— HCA Healthcare, Inc. 2019 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2019 (File No. 001-11239), and incorporated herein by reference).*
10.29
— Form of 2020 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 001-11239), and incorporated herein by reference).*
10.30
— Form of 2020 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No 001-11239), and incorporated herein by reference).*
10.31
— 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).*
10.32
— 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).*
10.33
— 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).*
10.34
— 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).*
10.35
— HCA Healthcare, Inc. 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. 001-11239), and incorporated herein by reference).*
10.36
— Form of Director Restricted Share Unit Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 10.2 to the Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-11239), and incorporated herein by reference).*
10.37
— Form of 2021 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates.*
98
Table of Contents
Index to Financial Statements
10.38
— Form of 2021 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates.*
21
— List of Subsidiaries.
22
— List of Subsidiary Guarantors and Pledged Securities.
23
— Consent of Ernst & Young LLP.
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 annual report on Form 10-K
for the year ended December 31, 2020, filed with the SEC on February 19, 2021, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets at December 31, 2020 and 2019, (ii) the consolidated income statements for the years ended December 31, 2020, 2019 and 2018, (iii) the consolidated comprehensive income statements for the years ended December 31, 2020, 2019 and 2018, (iv) the consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 2020, 2019 and 2018, (v) the consolidated statements of cash flows for the years ended December 31, 2020, 2019 and 2018, and (vi) the notes to consolidated financial statements.
104
— The cover page from the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020, formatted in Inline XBRL (included in Exhibit 101).
*
Management compensatory plan or arrangement.
Item 16.
Form 10-K
Summary
None.
99
Table of Contents
Index to Financial Statements
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 / S AMUEL N. H AZEN
Samuel N. Hazen
Chief Executive Officer
Dated: February 19, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/ S / S AMUEL N. H AZEN
Samuel N. Hazen
Chief Executive Officer and Director
(Principal Executive Officer)
February 19, 2021
/ S / W ILLIAM B. R UTHERFORD
William B. Rutherford
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
February 19, 2021
/ S / T HOMAS F. F RIST III
Thomas F. Frist III
Chairman and Director
February 19, 2021
/ S / M EG G. C ROFTON
Meg G. Crofton
Director
February 19, 2021
/ S / R OBERT J. D ENNIS
Robert J. Dennis
Director
February 19, 2021
/s/ N ANCY -A NN D E P ARLE
Nancy-Ann
DeParle
Director
February 19, 2021
/ S / W ILLIAM R. F RIST
William R. Frist
Director
February 19, 2021
/ S / C HARLES O. H OLLIDAY , J R .
Charles O. Holliday, Jr.
Director
February 19, 2021
/ S / M ICHAEL W. M ICHELSON
Michael W. Michelson
Director
February 19, 2021
/ S / W AYNE J. R ILEY
Wayne J. Riley
Director
February 19, 2021
100
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Financial Statements:
Consolidated Income Statements for the years ended December 31, 2020, 2019 and 2018
F-5
Consolidated Comprehensive Income Statements for the years ended December 31, 2020, 2019 and 2018
F-6
Consolidated Balance Sheets, December 31, 2020 and 2019
F-7
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2020, 2019 and 2018
F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
F-9
Notes to Consolidated Financial Statements
F-10
F-1
Table of Contents
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
HCA Healthcare, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of HCA Healthcare, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 19, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-2
Table of Contents
Index to Financial Statements
Revenue Recognition
Description of the Matter
For the year ended December 31, 2020, the Company’s revenues were $51.533 billion. As discussed in Note 1 to the consolidated financial statements, revenues are based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care, commercial, and governmental insurance plans are based upon the payment terms specified in the related contractual agreements or as mandated under government payer programs. Management continually reviews the contractual allowances estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care insurance coverage may have discounts applied (uninsured discounts and contractual discounts). The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues and accounts receivable at the estimated amounts the Company expects to collect. The primary collection risks relate to uninsured patient accounts, including amounts owed from patients after insurance has paid the amounts covered by the applicable agreement. Implicit price concessions relate primarily to amounts due directly from patients and are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators.
Auditing management’s estimates of contractual allowances and implicit price concessions was complex and judgmental due to the significant data inputs and subjective assumptions utilized in determining related amounts.
How We Addressed the Matter in Our Audit
We tested internal controls that address the risks of material misstatement related to the measurement and valuation of revenues, including estimation of contractual allowances and implicit price concessions. For example, we tested management’s internal controls over the key data inputs to the contractual allowances and implicit price concessions models, significant assumptions underlying management’s models, and management’s internal controls over retrospective hindsight reviews of historical reserve accuracy.
To test the estimated contractual allowances and implicit price concessions, we performed audit procedures that included, among others, assessing methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates. We compared the significant assumptions used by management to current industry and economic trends and considered changes, if any, to the Company’s business and other relevant factors. We also assessed the historical accuracy of management’s estimates as a source of potential corroborative or contrary evidence.
Professional Liability Claims
Description of the Matter
At December 31, 2020, the Company’s reserves for professional liability risks were $1.963 billion and the Company’s related provision for losses for the year ended December 31, 2020 was $435 million. As discussed in Note 1 to the consolidated financial statements, reserves for professional liability risks represent the estimated ultimate cost of all reported and unreported losses incurred and unpaid as of the consolidated balance sheet date. Management determines professional liability reserves and provisions for losses using individual case-basis valuations and actuarial analyses. Trends in the average frequency (number of claims) and ultimate average severity (cost per claim) of claims are significant assumptions in estimating the reserves.
F-3
Table of Contents
Index to Financial Statements
Auditing management’s professional liability claims reserves was complex and judgmental due to the significant estimations required in determining the reserves, particularly the actuarial methodology and assumptions related to the severity and frequency of claims.
How We Addressed the Matter in Our Audit
We tested management’s internal controls that address the risks of material misstatement over the Company’s professional liability claims reserve estimation process. For example, we tested internal controls over management’s review of the actuarial methodology and significant assumptions, and the completeness and accuracy of claims data supporting the recorded reserves.
To test the Company’s determination of the estimated professional liability expense and reserves, we performed audit procedures that included, among others, testing the completeness and accuracy of underlying claims data used by the Company and its actuaries in its determination of reserves and reviewing the Company’s insurance contracts to assess self-insured limits, deductibles and coverage limits. Additionally, with the involvement of our actuarial specialists, we performed audit procedures that included, among others, assessing the actuarial valuation methodologies utilized by management and its actuaries, testing the significant assumptions, including consideration of Company-specific claim reporting and payment data, assessing the accuracy of management’s historical reserve estimates, and developing an independent range of reserves for comparison to the Company’s recorded amounts.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1994.
Nashville, Tennessee
February 19, 2021
F-4
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
CONSOLIDATED INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
(Dollars in millions, except per share amounts)
2020
2019
2018
Revenues
$
51,533
$
51,336
$
46,677
Salaries and benefits
23,874
23,560
21,425
Supplies
8,369
8,481
7,724
Other operating expenses
9,307
9,481
8,608
Equity in earnings of affiliates
( 54
)
( 43
)
( 29
)
Depreciation and amortization
2,721
2,596
2,278
Interest expense
1,584
1,824
1,755
Losses (gains) on sales of facilities
7
( 18
)
( 428
)
Losses on retirement of debt
295
211
9
46,103
46,092
41,342
Income before income taxes
5,430
5,244
5,335
Provision for income taxes
1,043
1,099
946
Net income
4,387
4,145
4,389
Net income attributable to noncontrolling interests
633
640
602
Net income attributable to HCA Healthcare, Inc.
$
3,754
$
3,505
$
3,787
Per share data:
Basic earnings per share
$
11.10
$
10.27
$
10.90
Diluted earnings per share
$
10.93
$
10.07
$
10.66
Shares used in earnings per share calculations (in millions):
Basic
338.274
341.210
347.297
Diluted
343.605
348.226
355.303
The accompanying notes are an integral part of the consolidated financial statements.
F-5
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
(Dollars in millions)
2020
2019
2018
Net income
$
4,387
$
4,145
$
4,389
Other comprehensive income (loss) before taxes:
Foreign currency translation
18
5
( 71
)
Unrealized gains (losses) on available-for-sale
securities
14
15
( 7
)
Defined benefit plans
( 71
)
( 63
)
44
Pension costs included in salaries and benefits
28
13
21
( 43
)
( 50
)
65
Change in fair value of derivative financial instruments
( 66
)
( 50
)
23
Interest costs (benefits) included in interest expense
24
( 17
)
( 10
)
( 42
)
( 67
)
13
Other comprehensive loss before taxes
( 53
)
( 97
)
—
Income taxes (benefits) related to other comprehensive income items
( 11
)
( 18
)
8
Other comprehensive loss
( 42
)
( 79
)
( 8
)
Comprehensive income
4,345
4,066
4,381
Comprehensive income attributable to noncontrolling interests
633
640
602
Comprehensive income attributable to HCA Healthcare, Inc.
$
3,712
$
3,426
$
3,779
The accompanying notes are an integral part of the consolidated financial statements.
F-6
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(Dollars in millions)
2020
2019
ASSETS
Current assets:
Cash and cash equivalents
$
1,793
$
621
Accounts receivable
7,051
7,380
Inventories
2,025
1,849
Other
1,464
1,346
12,333
11,196
Property and equipment, at cost:
Land
2,269
2,178
Buildings
18,471
17,669
Equipment
27,082
25,756
Construction in progress
1,495
1,632
49,317
47,235
Accumulated depreciation
( 26,118
)
( 24,520
)
23,199
22,715
Investments of insurance subsidiaries
388
315
Investments in and advances to affiliates
422
249
Goodwill and other intangible assets
8,578
8,269
Right-of-use
operating lease assets
2,024
1,834
Other
546
480
$
47,490
$
45,058
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable
$
3,535
$
2,905
Accrued salaries
1,720
1,775
Other accrued expenses
3,240
2,932
Long-term debt due within one year
209
145
8,704
7,757
Long-term debt, less debt issuance costs and discounts of $ 236 and $ 239
30,795
33,577
Professional liability risks
1,486
1,370
Right-of-use
operating lease obligations
1,673
1,499
Income taxes and other liabilities
1,940
1,420
Stockholders’ equity (deficit):
Common stock $ 0.01 par; authorized 1,800,000,000 shares; outstanding 339,425,600 shares — 2020 and 338,445,600 shares — 2019
3
3
Capital in excess of par value
294
—
Accumulated other comprehensive loss
( 502
)
( 460
)
Retained earnings (deficit)
777
( 2,351
)
Stockholders’ equity (deficit) attributable to HCA Healthcare, Inc.
572
( 2,808
)
Noncontrolling interests
2,320
2,243
2,892
( 565
)
$
47,490
$
45,058
The accompanying notes are an integral part of the consolidated financial statements.
F-7
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
(Dollars in millions)
Equity (Deficit) Attributable to HCA Healthcare, Inc.
Equity
Attributable to
Noncontrolling
Interests
Total
Common Stock
Capital in
Excess of
Par
Value
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
(Deficit)
Shares
(in millions
)
Par
Value
Balances, December 31, 2017
350.092
$
4
$
—
$
( 278
)
$
( 6,532
)
$
1,811
$
( 4,995
)
Comprehensive income (loss)
( 8
)
3,787
602
4,381
Repurchase of common stock
( 14.070
)
( 1
)
( 103
)
( 1,426
)
( 1,530
)
Share-based benefit plans
6.873
115
115
Cash dividends declared
($ 1.40 share)
( 496
)
( 496
)
Distributions
( 441
)
( 441
)
Reclassification of stranded tax
effects
( 95
)
95
—
Other
( 12
)
60
48
Balances, December 31, 2018
342.895
3
—
( 381
)
( 4,572
)
2,032
( 2,918
)
Comprehensive income (loss)
( 79
)
3,505
640
4,066
Repurchase of common stock
( 7.949
)
( 302
)
( 729
)
( 1,031
)
Share-based benefit plans
3.500
313
313
Cash dividends declared
($ 1.60 share)
( 555
)
( 555
)
Distributions
( 542
)
( 542
)
Other
( 11
)
113
102
Balances, December 31, 2019
338.446
3
—
( 460
)
( 2,351
)
2,243
( 565
)
Comprehensive income (loss)
( 42
)
3,754
633
4,345
Repurchase of common stock
( 3.287
)
( 441
)
( 441
)
Share-based benefit plans
4.267
300
( 35
)
265
Cash dividends declared
($ 0.43 share)
( 150
)
( 150
)
Distributions
( 626
)
( 626
)
Other
( 6
)
70
64
Balances, December 31, 2020
339.426
$
3
$
294
$
( 502
)
$
777
$
2,320
$
2,892
The accompanying notes are an integral part of the consolidated financial statements.
F-8
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
(Dollars in millions)
2020
2019
2018
Cash flows from operating activities:
Net income
$
4,387
$
4,145
$
4,389
Adjustments to reconcile net income to net cash provided by operating activities:
Increase (decrease) in cash from operating assets and liabilities:
Accounts receivable
327
( 326
)
( 423
)
Inventories and other assets
( 304
)
( 158
)
( 242
)
Accounts payable and accrued expenses
1,255
396
698
Depreciation and amortization
2,721
2,596
2,278
Income taxes
41
250
74
Losses (gains) on sales of facilities
7
( 18
)
( 428
)
Losses on retirement of debt
295
211
9
Amortization of debt issuance costs
30
30
31
Share-based compensation
362
347
268
Other
111
129
107
Net cash provided by operating activities
9,232
7,602
6,761
Cash flows from investing activities:
Purchase of property and equipment
( 2,835
)
( 4,158
)
( 3,573
)
Acquisition of hospitals and health care entities
( 568
)
( 1,682
)
( 1,253
)
Sales of hospitals and health care entities
68
61
808
Change in investments
( 20
)
25
57
Other
( 38
)
34
60
Net cash used in investing activities
( 3,393
)
( 5,720
)
( 3,901
)
Cash flows from financing activities:
Issuances of long-term debt
2,700
6,451
2,000
Net change in revolving credit facilities
( 2,480
)
( 560
)
( 640
)
Repayment of long-term debt
( 3,437
)
( 5,324
)
( 1,704
)
Distributions to noncontrolling interests
( 626
)
( 542
)
( 441
)
Payment of debt issuance costs
( 35
)
( 73
)
( 25
)
Payment of dividends
( 153
)
( 550
)
( 487
)
Repurchase of common stock
( 441
)
( 1,031
)
( 1,530
)
Other
( 205
)
( 142
)
( 248
)
Net cash used in financing activities
( 4,677
)
( 1,771
)
( 3,075
)
Effect of exchange rate changes on cash and cash equivalents
10
8
( 15
)
Change in cash and cash equivalents
1,172
119
( 230
)
Cash and cash equivalents at beginning of period
621
502
732
Cash and cash equivalents at end of period
$
1,793
$
621
$
502
Interest payments
$
1,607
$
1,914
$
1,744
Income tax payments, net
$
1,002
$
849
$
872
The accompanying notes are an integral part of the consolidated financial statements.
F-9
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ACCOUNTING POLICIES
Reporting Entity
HCA Healthcare, Inc. is a holding company whose affiliates own and operate hospitals and related health care entities. The term “affiliates” includes direct and indirect subsidiaries of HCA Healthcare, Inc. and partnerships and joint ventures in which such subsidiaries are partners. At December 31, 2020 these affiliates owned and operated 185 hospitals, 121
freestanding surgery centers, 21 freestanding endoscopy centers and provided extensive outpatient and ancillary services. HCA Healthcare, Inc.’s facilities are located
in 20 states and England. The terms “Company,” “HCA,” “we,” “our” or “us,” as used herein and unless otherwise stated or indicated by context, refer to HCA Healthcare, Inc. and its affiliates. 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.
Basis of Presentation
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The consolidated financial statements include all subsidiaries and entities controlled by HCA. We generally define “control” as ownership of a majority of the voting interest of an entity. The consolidated financial statements include entities in which we absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. The accounts of acquired entities are included in our consolidated financial statements for periods subsequent to our acquisition of controlling interests. Significant intercompany transactions have been eliminated. Investments in entities we do not control, but in which we have a substantial ownership interest and can exercise significant influence, are accounted for using the equity method.
The majority of our expenses are “cost of revenue” items. Costs that could be classified as general and administrative include our corporate office costs, which were $ 416 million, $ 370 million and $ 344 million for the years ended December 31, 2020, 2019 and 2018, respectively.
COVID-19
Pandemic and CARES Act Funding
On March 11, 2020, the World Health Organization designated COVID-19
as a global pandemic. Patient volumes and the related revenues for most of our services were significantly impacted during the latter portion of the first quarter and the first half of the second quarter of 2020 and have continued to be impacted as various policies that were implemented by federal, state and local governments in response to the COVID-19
pandemic, including policies that have caused many people to remain at home, forced the closure of or limitations on certain businesses, and suspended elective surgical procedures by health care facilities. While many of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent
procedures, restrictions remain in place or may be adopted or re-imposed,
and the possibility exists that the public, particularly segments with a high mortality risk, could remain wary of real or perceived opportunities for exposure to the virus. We are unable to predict the future impact of the pandemic on our operations.
During 2020, we received approximately $ 4.4 billion of accelerated Medicare payments and approximately $ 1.8 billion in general and targeted distributions from the Provider Relief Fund, both as provided for and established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. During October 2020,
we announced our decision to return, or repay early, all of our share of the Provider Relief Fund distributions and all of the Medicare accelerated payments. During the fourth quarter of 2020, we returned, or repaid early, approximately $ 6.1 billion of these funds. The unreturned Provider Relief Funds of $ 83 million, related to amounts received by certain of our partnership entities, are recorded under the caption “other accrued
F-10
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
COVID-19
Pandemic and CARES Act Funding (continued)
expenses” in our consolidated balance sheet at December 31, 2020. Our share of these funds will be returned in 2021 after final determination of amounts earned and distributable to the members of each respective partnership.
The CARES Act also provides for a deferral of payments of the employer portion of Social Security tax incurred during the pandemic, allowing half of such payroll taxes to be deferred until December 2021 and the remaining half until December 2022. At December 31, 2020, the Company had deferred $ 688 million of Social Security taxes. Additionally, the CARES Act created a payroll tax credit designed to encourage companies to retain employees during the pandemic. During the year ended December 31, 2020, the Company evaluated its eligibility for this credit and recorded $ 60 million of employee retention payroll tax credits pursuant to the CARES Act. These tax credits were recorded as a reduction of salaries and benefits in our consolidated income statement.
We believe the extent of the COVID-19 pandemic’s impact on our operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond our control and ability to forecast. Such factors include, but are not limited to :
the severity or duration of the pandemic, including whether there will be additional periods of increases in the number of COVID-19 cases in the areas in which we operate, the rollout and availability of effective medical treatments and vaccines, the efficacy of public health controls, including vaccines, and the impact of any mutations of the virus; the scope and duration of stay-at-home practices and business closures and restrictions; recommended or required suspensions of elective procedures; continued declines in patient volumes for an indeterminable length of time; increases in the number of uninsured and underinsured patients as a result of higher sustained rates of unemployment; incremental expenses required for supplies and personal protective equipment; and changes in professional and general liability exposure. Because of these and other uncertainties, we cannot estimate how long or how severely the pandemic will impact our business. If we experience declines in cash flows and results of operations, such declines could have an impact on the inputs and assumptions used in significant accounting estimates, including estimated implicit price concessions related to uninsured patient accounts, professional and general liability reserves, and potential impairments of goodwill and long-lived assets.
Revenues
Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days , and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day . The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively
F-11
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Revenues (continued)
determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service
rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.
Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts we expect to collect. Our revenues by primary third-party payer classification and other (including uninsured patients) for the years ended December 31, are summarized in the following table (dollars in millions):
Years Ended December 31,
2020
Ratio
2019
Ratio
2018
Ratio
Medicare
$
10,420
20.2
%
$
10,798
21.0
%
$
9,831
21.1
%
Managed Medicare
6,997
13.6
6,452
12.6
5,497
11.8
Medicaid
1,965
3.8
1,572
3.1
1,358
2.9
Managed Medicaid
2,621
5.1
2,450
4.8
2,403
5.1
Managed care and other insurers
26,535
51.5
26,544
51.6
24,467
52.4
International (managed care and other insurers)
1,120
2.2
1,162
2.3
1,156
2.5
Other
1,875
3.6
2,358
4.6
1,965
4.2
Revenues
$
51,533
100.0
%
$
51,336
100.0
%
$
46,677
100.0
%
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). The adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the respective year resulted in net increases to revenues of $ 70 million, $ 51 million and $ 29 million in 2020, 2019 and 2018, respectively. The adjustments to estimated reimbursement amounts related primarily to cost reports filed during previous years resulted in a net reduction
to revenues of $ 5 million in 2020 and net increases to revenues of $ 13 million and $ 51 million in 2019 and 2018, respectively.
The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an
F-12
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Revenues (continued)
individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive.
Patients treated at hospitals for non-elective
care, who have income at or below 400 % of the federal poverty level, were eligible for charity care, and we limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level. Patients treated at hospitals for non-elective care, who have income above 400 % of the federal poverty level, were eligible for certain other discounts which limit the patient responsibility amounts for these patients to a percentage of their annual household income, computed on a sliding scale based upon their annual income and the applicable percentage of the federal poverty level. We apply additional discounts to limit patient responsibility for certain emergency services. The federal poverty level is established by the federal government and is based on income and family size. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. We may attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied.
The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the age of those accounts. Accounts are written off when all reasonable collection efforts have been performed.
The estimates for implicit price concessions are based upon management’s assessment of historical writeoffs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical writeoffs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. We perform the hindsight analysis quarterly, utilizing rolling twelve-months accounts receivable collection and writeoff data. We believe our quarterly updates to the estimated implicit price concession amounts at each of our hospital facilities provide reasonable estimates of our revenues and valuations of our accounts receivable. These routine, quarterly changes in estimates have not resulted in material adjustments to the valuations of our accounts receivable or period-to-period
comparisons of our revenues
. At December 31, 2020 and 2019, estimated implicit price concessions of $ 6.108 billion and $ 6.953 billion, respectively, had been recorded to adjust our revenues and accounts receivable to the estimated amounts we expect to collect.
F-13
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Revenues (continued)
To quantify the total impact of the trends related to uninsured patient accounts, we believe it is beneficial to view total uncompensated care, which is comprised of charity care, uninsured discounts and implicit price concessions. A summary of the estimated cost of total uncompensated care for the years ended December 31, follows (dollars in millions):
2020
2019
2018
Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization)
$
44,271
$
44,118
$
40,035
Cost-to-charges
ratio (patient care costs as percentage of gross patient charges)
12.0
%
12.0
%
12.4
%
Total uncompensated care
$
29,029
$
31,105
$
26,757
Multiply by the cost-to-charges
ratio
12.0
%
12.0
%
12.4
%
Estimated cost of total uncompensated care
$
3,483
$
3,733
$
3,318
The total uncompensated care amounts include charity care of $ 13.763 billion, $ 13.260 billion and $ 8.611 billion for the years ended December 31, 2020, 2019 and 2018, respectively. The estimated costs of charity care were $ 1.652 billion, $ 1.591 billion and $ 1.068 billion for the years ended December 31, 2020, 2019 and 2018, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include highly
liquid investments with a maturity of three months or less when purchased. Our insurance subsidiaries’ cash equivalent investments in excess of the amounts required to pay estimated professional liability claims during the next twelve months are not included in cash and cash equivalents as these funds are not available for general corporate purposes. Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments.
Our cash management system provides for daily investment of available balances and the funding of outstanding checks when presented for payment. Outstanding, but unpresented, checks totaling $ 495 million and $ 486 million at December 31, 2020 and 2019, respectively, have been included in “accounts payable” in the consolidated balance sheets. Upon presentation for payment, these checks are funded through available cash balances or our credit facility.
Accounts Receivable
We receive payments for services rendered from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, employers and patients. We recognize that revenues and receivables from government agencies are significant to our operations, but do not believe there are significant credit risks associated with these government agencies. We do not believe there are any other significant concentrations of revenues from any particular payer that would subject us to any significant credit risks in the collection of our accounts receivable. Days revenues in accounts receivable were 45 days, 50 days and 51 days at December 31, 2020, 2019 and 2018,
respectively. The five-day decline from December 31, 2019 to December 31, 2020 was primarily due to the combined impact of a $ 329 million decline in accounts receivable at December 31, 2020, compared to December 31, 2019, and a 5.7 % increase in fourth
F-14
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Accounts Receivable (continued)
quarter 2020 revenues per day compared to fourth quarter 2019 revenues per day. Changes in general economic conditions, patient accounting service center operations, payer mix, or federal or state governmental health care coverage could affect our collection of accounts receivable, cash flows and results of operations.
Inventories
Inventories are stated at the lower of cost (first-in,
first-out)
or market.
Property and Equipment
Depreciation expense, computed using the straight-line method, was $ 2.693 billion in 2020, $ 2.579 billion in 2019 and $ 2.262 billion in 2018. Buildings and improvements are depreciated over estimated useful lives ranging generally from 10 to 40 years. Estimated useful lives of equipment vary generally from four to 10 years.
When events, circumstances or operating results indicate the carrying values of certain long-lived assets expected to be held and used might be impaired, we prepare projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Fair value may be estimated based upon internal evaluations that include quantitative analyses of revenues and cash flows, reviews of recent sales of similar assets and independent appraisals.
Long-lived assets to be disposed of are reported at the lower of their carrying amounts or fair value less costs to sell or close. The estimates of fair value are usually based upon recent sales of similar assets and market responses based upon discussions with and offers received from potential buyers.
Investments of Insurance Subsidiaries
At December 31, 2020 and 2019, the investments of our 100 % owned insurance subsidiaries were classified as “available-for-sale”
as defined in Accounting Standards Codification (“ASC”) No. 320, Investments — Debt Securities
and are recorded at fair value. The investment securities are held for the purpose of providing a funding source to pay liability claims covered by the insurance subsidiaries. We perform quarterly assessments of individual investment securities to determine whether declines in fair value are due to credit-related or noncredit-related factors. Our investment securities evaluation process involves subjective judgments, often involves estimating the outcome of future events, and requires a significant level of professional judgment in determining whether a credit-related impairment has occurred. We evaluate, among other things, the financial position and near term prospects of the issuer, conditions in the issuer’s industry, liquidity of the investment, changes in the amount or timing of expected future cash flows from the investment, and recent downgrades of the issuer by a rating agency, to determine if, and when, a decline in the fair value of an investment below amortized cost is considered to be a credit-related impairment. The extent to which the fair value of the investment is less than amortized cost and our ability and intent to retain the investment, to allow for any anticipated recovery of the investment’s fair value, are important components of our investment securities evaluation process.
Goodwill and Intangible Assets
Goodwill is not amortized but is subject to annual impairment tests. In addition to the annual impairment review, impairment reviews are performed whenever circumstances indicate a possible impairment may exist.
F-15
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Goodwill and Intangible Assets (continued)
Impairment testing for goodwill is done at the reporting unit level. Reporting units are one level below the business segment level, and our impairment testing is performed at the operating division level. We compare the fair value of the reporting unit assets to the carrying amount, on at least an annual basis, to determine if there is potential impairment. If the fair value of the reporting unit assets is less than their carrying value, an impairment loss is recognized. Fair value is estimated based upon internal evaluations of each reporting unit that include quantitative analyses of market multiples, revenues and cash flows and reviews of recent sales of similar facilities. No goodwill impairments were recognized during 2020, 2019 or 2018.
During 2020, goodwill increased by $ 279
million related to acquisitions, including the finalization of the accounting for certain prior year acquisitions, and declined
by $ 9 million related to foreign currency translation and other adjustments. During 2019, goodwill increased by $ 332 million related to acquisitions and declined by $ 4 million related to foreign currency translation and other adjustments.
During 2020, identifiable intangible assets increased by $65 million related to acquisitions, including the finalization of the accounting for certain prior year acquisitions, and declined by
$ 26 million due to amortization and other adjustments. During 2019, identifiable intangible assets declined by $ 12 million due to amortization, foreign currency translation and other adjustments. Identifiable intangible assets are amortized over estimated lives ranging generally from three to 10 years.
The gross carrying amounts of identifiable intangible assets at December 31, 2020 and 2019 were
$ 249 million and $ 184 million, respectively, and accumulated amortization was $ 149 million and $ 123 million, respectively. The gross carrying amount of indefinite-lived identifiable intangible assets at both December 31, 2020 and 2019 was $ 269 million. Indefinite-lived identifiable intangible assets are not amortized but are subject to annual impairment tests, and impairment reviews are performed whenever circumstances indicate a possible impairment may exist.
Debt Issuance Costs and Discounts
Debt issuance costs and discounts are amortized based upon the terms of the respective debt obligations. The gross carrying amount of debt issuance costs and discounts at December 31, 2020 and 2019 was $ 411 million and $ 413 million, respectively, and accumulated amortization was $ 175 million and $ 174 million, respectively. Amortization of debt issuance costs and discounts is included in interest expense and was $ 30 million, $ 30 million and $ 31 million for 2020, 2019 and 2018, respectively.
Professional Liability Claims
Reserves for professional liability risks were $ 1.963 billion and $ 1.827 billion at December 31, 2020 and 2019, respectively. The current portion of the reserves, $ 477 million and $ 457
million at December 31, 2020 and 2019, respectively, is included in “other accrued expenses” in the consolidated balance sheets. Provisions for losses related to professional liability risks were
$ 435 million, $ 497 million and $ 447
million for 2020, 2019 and 2018, respectively, and are included in “other operating expenses” in our consolidated income statements. Provisions for losses related to professional liability risks are based upon actuarially determined estimates. During 2020, 2019 and 2018, we recorded reductions to the provision for professional liability risks of
$ 112 million ,
$ 50
million and $ 70 million,
respectively, due to the receipt of updated actuarial information. Loss and loss expense reserves represent the estimated ultimate net cost of all reported and unreported losses incurred through the respective consolidated balance sheet dates. The reserves for unpaid losses and loss expenses are estimated using individual case-basis valuations and actuarial analyses. Those estimates are subject to the effects of trends in loss severity and
F-16
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — ACCOUNTING POLICIES (continued)
Professional Liability Claims (continued)
frequency. The estimates are continually reviewed and adjustments are recorded as experience develops or new information becomes known. Adjustments to the estimated reserve amounts are included in current operating results. The reserves for professional liability risks cover approximately 2,300 individual claims at both December 31, 2020 and 2019 and estimates for unreported potential claims. The time period required to resolve these claims can vary depending upon the jurisdiction and whether the claim is settled or litigated. During 2020 and 2019, $ 292 million and $ 408 million, respectively, of net payments were made for professional and general liability claims. The estimation of the timing of payments beyond a year can vary significantly. Although considerable variability is inherent in professional liability reserve estimates, we believe the reserves for losses and loss expenses are adequate; however, there can be no assurance the ultimate liability will not exceed our estimates.
A portion of our professional liability risks is insured through a 100% owned insurance subsidiary. Subject, in most cases, to a $ 15 million per occurrence self-insured retention, our facilities are insured by our 100% owned insurance subsidiary for losses up to $ 50
million per occurrence. The insurance subsidiary has obtained reinsurance for professional liability risks generally above a retention level of either
$ 25
million or $ 35 million per occurrence, depending on the jurisdiction for the related claim. We also maintain professional liability insurance with unrelated commercial carriers for losses in excess of amounts insured by our insurance subsidiary.
The obligations covered by reinsurance and excess insurance contracts are included in the reserves for professional liability risks, as we remain liable to the extent the reinsurers and excess insurance carriers do not meet their obligations under the reinsurance and excess insurance contracts. The amounts receivable under the reinsurance contracts include $ 31 million and $ 37 million at December 31, 2020 and 2019, respectively, recorded in “other assets,” and $ 8 million and $ 9 million at December 31, 2020 and 2019, respectively, recorded in “other current assets.”
Financial Instruments
Derivative financial instruments are employed to manage interest rate risks, and are not used for trading or speculative purposes. We recognize our interest rate swap derivative instruments in the consolidated balance sheets at fair value. Changes in the fair value of derivatives are recognized periodically in stockholders’ equity, as a component of other comprehensive income (loss), provided the derivative financial instrument qualifies for hedge accounting. Gains and losses on derivatives designated as cash flow hedges, to the extent they are effective, are recorded in other comprehensive income (loss), and subsequently reclassified to earnings to offset the impact of the forecasted transactions when they occur. In the event the forecasted transaction to which a cash flow hedge relates is no longer likely, the amount in other comprehensive income is recognized in earnings and generally the derivative is terminated.
The net interest paid or received on interest rate swaps is recognized as adjustments to interest expense. Gains and losses resulting from the early termination of interest rate swap agreements are deferred and amortized as adjustments to interest expense over the remaining term of the debt originally associated with the terminated swap.
Noncontrolling Interests in Consolidated Entities
The consolidated financial statements include all assets, liabilities, revenues and expenses of less than 100% owned entities that we control. Accordingly, we have recorded noncontrolling interests in the earnings and equity of such entities.
F-17
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2 — SHARE-BASED COMPENSATION
Reclassifications
Certain prior year amounts have been reclassified to conform to the 2020 presentation.
Stock Incentive Plans
In May 2020, the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates
(the “2020 Plan”) was established to replace the 2006 Stock Incentive Plan for Key Employees of HCA Holdings
, Inc. and its Affiliates (the “2006 Plan”).
Our stock incentive plans are designed to promote the long term financial interests and growth of the Company by attracting and retaining management and other personnel, motivating them to achieve long range goals and aligning their interests with those of our stockholders through opportunities for stock-based compensation and stock ownership in the Company. Stock option, stock appreciation right (“SARs”) and restricted share unit (“RSUs”) grants vest solely based upon continued employment over a specific period of time, and performance share unit (“PSUs”) grants vest based upon both continued employment over a specific period of time and the achievement of predetermined financial targets over time. No further grants will be made under the 2006 Plan, and no shares under the 2006 Plan are available for grant under the 2020 Plan.
At December 31, 2020 there were 20.274 million shares available for future grants under the 2020 Plan.
Employee Stock Purchase Plan
Our employee stock purchase plan (“ESPP”) provides our participating employees an opportunity to obtain shares of our common stock at a discount (through payroll deductions over three-month periods). At December 31, 2020, 5.865 million shares of common stock were reserved for issuance under the ESPP provisions. During 2020, 2019 and 2018, the Company recognized $ 13 million, $ 12 million and $ 10 million, respectively, of compensation expense related to the ESPP.
Stock Option, SAR, RSU and PSU Activity – All Plans
The fair value of each stock option and SAR award is estimated on the grant date, using valuation models and the weighted average assumptions indicated in the following table. Awards under our stock incentive plans generally vest based on continued employment (“Time Stock Options and SARs” and “Time RSUs”) and based upon continued employment and the achievement of certain financial targets (“Performance Stock Options and SARs”, “Performance RSUs” and “PSUs”). PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance of less than 90% of target for 2020 and 2019 grants and less than 80% of target for 2018 and prior grants) to two times the original PSU grant (for actual performance of 110% or more of target for 2020 and 2019 grants and 120% or more of target for 2018 and prior grants). Each grant is valued as a single award with an expected term equal to the average expected term of the component vesting tranches. The expected term of the share-based award is limited by the contractual term. We use historical exercise behavior data and other factors to estimate the expected term of the options and SARs.
Compensation cost is recognized on the straight-line attribution method. The straight-line attribution method requires that total compensation expense recognized must at least equal the vested portion of the grant-date fair value. The expected volatility is derived using historical stock price information for our common stock and the volatility implied by the trading of options to purchase our stock on open-market exchanges. The risk-free interest rate is the approximate yield on United States Treasury Strips having a life equal to the expected share-based award life on the date of grant. The expected life is an estimate of the number of years a share-based award will be held before it is exercised. The expected dividend yield is estimated based on the assumption that the dividend yield at date of grant will be maintained over the expected life of the grant.
F-18
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2 — SHARE-BASED COMPENSATION (continued)
Stock Option, SAR, RSU and PSU Activity – All Plans (continued)
2020
2019
2018
Risk-free interest rate
1.44
%
2.50
%
2.62
%
Expected volatility
27
%
27
%
29
%
Expected life, in years
6.15
6.18
6.15
Expected dividend yield
1.19
%
1.16
%
1.37
%
Information regarding Time Stock Options and SARs and Performance Stock Options and SARs activity during 2020, 2019 and 2018 is summarized below (share amounts in thousands):
Time
Stock
Options
and
SARs
Performance
Stock
Options and
SARs
Total
Stock
Options
and
SARs
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
(dollars in millions)
Options and SARs outstanding, December 31, 2017
11,156
4,586
15,742
$
43.47
Granted
2,342
—
2,342
101.96
Exercised
( 3,917
)
( 1,774
)
( 5,691
)
27.86
Cancelled
( 221
)
( 145
)
( 366
)
68.43
Options and SARs outstanding, December 31, 2018
9,360
2,667
12,027
61.49
Granted
1,349
—
1,349
138.31
Exercised
( 1,137
)
( 523
)
( 1,660
)
44.45
Cancelled
( 522
)
—
( 522
)
93.26
Options and SARs outstanding, December 31, 2019
9,050
2,144
11,194
71.79
Granted
1,120
—
1,120
144.47
Exercised
( 2,159
)
( 1,325
)
( 3,484
)
44.07
Cancelled
( 175
)
—
( 175
)
111.69
Options and SARs outstanding, December 31, 2020
7,836
819
8,655
$
91.53
6.0 years
$
631
Options and SARs exercisable, December 31, 2020
4,562
819
5,381
$
71.25
4.8 years
$
502
The weighted average fair values of stock options and SARs granted during 2020, 2019 and 2018 were $ 35.98 , $ 38.21 and $ 28.90 per share, respectively. The total intrinsic value of stock options and SARs exercised during 2020, 2019 and 2018 was $ 328 million, $ 153 million and $ 456 million, respectively. As of December 31, 2020, the unrecognized compensation cost related to nonvested stock options and SARs was $ 53 million.
F-19
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2 — SHARE-BASED COMPENSATION (continued)
Stock Option, SAR, RSU and PSU Activity – All Plans (continued)
Information regarding Time RSUs, Performance RSUs and PSUs activity during 2020, 2019 and 2018 is summarized below (share amounts in thousands):
Time RSUs
Performance
RSUs
PSUs
Total RSUs
and PSUs
Weighted
Average
Grant
Date Fair
Value
RSUs and PSUs outstanding, December 31, 2017
3,465
227
3,562
7,254
$
72.05
Granted
1,464
—
1,261
2,725
101.85
Performance adjustment
—
—
1,250
1,250
69.27
Vested
( 1,487
)
( 136
)
( 2,500
)
( 4,123
)
67.33
Cancelled
( 319
)
( 91
)
( 151
)
( 561
)
78.82
RSUs and PSUs outstanding, December 31, 2018
3,123
—
3,422
6,545
86.32
Granted
973
—
796
1,769
138.45
Performance adjustment
—
—
227
227
69.94
Vested
( 1,216
)
—
( 1,251
)
( 2,467
)
75.97
Cancelled
( 260
)
—
( 159
)
( 419
)
103.27
RSUs and PSUs outstanding, December 31, 2019
2,620
—
3,035
5,655
105.23
Granted
1,048
—
808
1,856
144.17
Performance adjustment
—
—
206
206
81.89
Vested
( 1,030
)
—
( 1,364
)
( 2,394
)
88.63
Cancelled
( 162
)
—
( 93
)
( 255
)
124.50
RSUs and PSUs outstanding, December 31, 2020
2,476
—
2,592
5,068
$
125.40
The total fair value of RSUs and PSUs that vested during 2020, 2019 and 2018 was $ 349 million, $ 346 million and $ 413 million, respectively. As of December 31, 2020, the unrecognized compensation cost related to RSUs and PSUs was $ 330 million.
NOTE 3 — ACQUISITIONS AND DISPOSITIONS
During 2020, we paid $ 568 million to acquire a hospital in New Hampshire and other nonhospital health care entities. During 2019, we paid $ 1.384 billion to acquire a seven -hospital health system in North Carolina and $ 298 million to acquire nonhospital health care entities. During 2018, we paid $ 792 million to acquire two hospital facilities and $ 461 million to acquire nonhospital health care entities. Purchase price amounts have been allocated to the related assets acquired and liabilities assumed based upon their respective fair values. The purchase price paid in excess of the fair value of identifiable net assets of these acquired entities aggregated $ 279 million, $ 332 million and $ 636 million in 2020, 2019 and 2018, respectively. The consolidated financial statements include the accounts and operations of the acquired entities subsequent to the respective acquisition dates. The pro forma effects of these acquired entities on our results of operations for periods prior to the respective acquisition dates were not significant.
During 2020, we received proceeds of $ 68 million and recognized a pretax loss of $ 7 million ($ 9 million after tax) related to the sale of a hospital facility from our American Group (Mississippi market) and sales of real estate and other investments. During 2019, we received proceeds of $ 61 million and recognized a pretax gain of $ 18 million ($ 13 million after tax) related to the sale of a hospital facility from our American Group (a Louisiana
F-20
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3 — ACQUISITIONS AND DISPOSITIONS (continued)
market) and sales of real estate and other investments. During 2018, we received proceeds of $
758 million and recognized a pretax gain of $ 353 million ($ 265 million after tax) related to the sale of two hospital facilities from our American Group (Oklahoma market). During 2018, we also received proceeds of $ 50 million and recognized pretax gains of $ 75 million ($ 59 million after tax) related to sales of real estate and other investments.
NOTE 4 — INCOME TAXES
The provision for income taxes consists of the following (dollars in millions):
2020
2019
2018
Current:
Federal
$
1,021
$
670
$
759
State
126
134
149
Foreign
5
17
23
Deferred:
Federal
( 73
)
254
9
State
( 39
)
29
13
Foreign
3
( 5
)
( 7
)
$
1,043
$
1,099
$
946
The 2017 Tax Cuts and Jobs Act (“Tax Act”) significantly revised U.S. corporate income taxes, including lowering the statutory corporate tax rate from 35 % to 21 % beginning in 2018. We completed our analysis of the impact of the Tax Act during 2018, reducing our provision for income taxes for the year ended December 31, 2018 by $ 67 million related to a remeasurement of certain deferred tax assets and liabilities for which we were unable to make reasonable estimates in 2017.
Our provision for income taxes for the years ended December 31, 2020, 2019 and 2018 included tax benefits of $ 92 million, $ 65 million and $ 124 million, respectively, related to the settlement of employee equity awards. During 2018, we recorded a reduction to our provision for income taxes of $ 28 million for tax credits related to certain 2017 hurricane-related expenses. Our foreign pretax income was $ 9 million, $ 50 million and $ 86 million for the years ended December 31, 2020, 2019 and 2018, respectively.
A reconciliation of the federal statutory rate to the effective income tax rate follows:
2020
2019
2018
Federal statutory rate
21.0
%
21.0
%
21.0
%
State income taxes, net of federal tax benefit
1.9
2.7
2.9
Change in liability for uncertain tax positions
( 0.2
)
0.4
( 0.1
)
Tax benefit from settlements of employee equity awards
( 1.8
)
( 1.3
)
( 2.4
)
Impact of Tax Act on deferred tax balances
—
—
( 1.6
)
Other items, net
0.8
1.1
0.2
Effective income tax rate on income attributable to HCA Healthcare, Inc.
21.7
23.9
20.0
Income attributable to noncontrolling interests from consolidated partnerships
( 2.5
)
( 2.9
)
( 2.3
)
Effective income tax rate on income before income taxes
19.2
%
21.0
%
17.7
%
F-21
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4 — INCOME TAXES (continued)
A summary of the items comprising the deferred tax assets and liabilities at December 31 follows (dollars in millions):
2020
2019
Assets
Liabilities
Assets
Liabilities
Depreciation and fixed asset basis differences
$
—
$
678
$
—
$
601
Allowances for professional liability and other risks
407
—
376
—
Accounts receivable
283
—
307
—
Compensation
487
—
292
—
Right-of-use
lease assets and obligations
416
409
369
366
Other
485
606
461
538
$
2,078
$
1,693
$
1,805
$
1,505
At December 31, 2020, federal and state net operating loss carryforwards (expiring in years 2023 through 2039 ) available to offset future taxable income approximated $ 56 million and $ 127 million, respectively. Utilization of net operating loss carryforwards in any one year may be limited.
The following table summarizes the activity related to our unrecognized tax benefits (dollars in millions):
2020
2019
Balance at January 1
$
522
$
390
Additions (reductions) based on tax positions related to the current year
( 3
)
29
Additions for tax positions of prior years
13
119
Reductions for tax positions of prior years
( 30
)
( 3
)
Settlements
( 22
)
—
Lapse of applicable statutes of limitations
( 11
)
( 13
)
Balance at December 31
$
469
$
522
Our liability for unrecognized tax benefits was $ 508 million, including accrued interest of $ 73 million and excluding $ 34 million that was recorded as reductions of the related deferred tax assets, as of December 31, 2020 ($ 550 million, $ 62 million and $ 34 million, respectively, as of December 31, 2019). Unrecognized tax benefits of $ 157 million as of December 31, 2020 ($ 160 million as of December 31, 2019) would affect the effective rate, if recognized.
The Internal Revenue Service (“IRS”) was conducting an examination of the Company’s 2016, 2017 and 2018 federal income tax returns at December 31, 2020. We are also subject to examination by state and foreign taxing authorities. Depending on the resolution of any federal, state and foreign tax disputes, the completion of examinations by federal, state or foreign taxing authorities, or the expiration of statutes of limitation for specific taxing jurisdictions, we believe it is reasonably possible that our liability for unrecognized tax benefits may significantly increase or decrease within the next 12 months. However, we are currently unable to estimate the range of any possible change.
F-22
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5 — EARNINGS PER SHARE
We compute basic earnings per share using the weighted average number of common shares outstanding. We compute diluted earnings per share using the weighted average number of common shares outstanding plus the dilutive effect of outstanding stock options, SARs, RSUs and PSUs, computed using the treasury stock method.
During 2020, 2019 and 2018, we repurchased 3.287 million shares, 7.949 million shares and 14.070 million shares, respectively, of our common stock.
The following table sets forth the computations of basic and diluted earnings per share for the years ended December 31, 2020, 2019 and 2018 (dollars and shares in millions, except per share amounts):
2020
2019
2018
Net income attributable to HCA Healthcare, Inc.
$
3,754
$
3,505
$
3,787
Weighted average common shares outstanding
338.274
341.210
347.297
Effect of dilutive incremental shares
5.331
7.016
8.006
Shares used for diluted earnings per share
343.605
348.226
355.303
Earnings per share:
Basic earnings per share
$
11.10
$
10.27
$
10.90
Diluted earnings per share
$
10.93
$
10.07
$
10.66
NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES
A summary of the insurance subsidiaries’ investments at December 31 follows (dollars in millions):
2020
Amortized
Cost
Unrealized
Amounts
Fair
Value
Gains
Losses
Debt securities
$
384
$
32
$
—
$
416
Money market funds and other
88
—
—
88
$
472
$
32
$
—
504
Amounts classified as current assets
( 116
)
Investment carrying value
$
388
2019
Amortized
Cost
Unrealized
Amounts
Fair
Value
Gains
Losses
Debt securities
$
359
$
18
$
—
$
377
Money market funds and other
85
—
—
85
$
444
$
18
$
—
462
Amounts classified as current assets
( 147
)
Investment carrying value
$
315
F-23
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued)
At December 31, 2020 and 2019, the investments in debt securities of our insurance subsidiaries were classified as “available-for-sale.”
Changes in unrealized gains and losses are recorded as adjustments to other comprehensive income (loss).
Scheduled maturities of investments in debt securities at December 31, 2020 were as follows (dollars in millions):
Amortized
Cost
Fair
Value
Due in one year or less
$
4
$
4
Due after one year through five years
147
156
Due after five years through ten years
157
174
Due after ten years
76
82
$
384
$
416
The average expected maturity of the investments in debt securities at December 31, 2020 was 5.2 years, compared to the average scheduled maturity of 9.4 years. Expected and scheduled maturities may differ because the issuers of certain securities have the right to call, prepay or otherwise redeem such obligations prior to their scheduled maturity date.
NOTE 7 — FINANCIAL INSTRUMENTS
Interest Rate Swap Agreements
We have entered into interest rate swap agreements to manage our exposure to fluctuations in interest rates. These swap agreements involve the exchange of fixed and variable rate interest payments between us and our counterparties based on common notional principal amounts and maturity dates. Pay-fixed
interest rate swaps effectively convert variable rate obligations to fixed interest rate obligations. The interest payments under these agreements are settled on a net basis. The net interest payments, based on the notional amounts in these agreements, generally match the timing of the related liabilities for the interest rate swap agreements which have been designated as cash flow hedges. The notional amounts of the swap agreements represent amounts used to calculate the exchange of cash flows and are not our assets or liabilities. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions.
The following table sets forth our interest rate swap agreements, which have been designated as cash flow hedges, at December 31, 2020 (dollars in millions):
Notional
Amount
Maturity Date
Fair
Value
Pay-fixed
interest rate swaps
$
2,000
December 2021
$
( 27
)
Pay-fixed
interest rate swaps
500
December 2022
( 19
)
During the next 12 months, we estimate $ 37 million will be reclassified from accumulated other comprehensive income (“OCI”) and will be included in interest expense.
F-24
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — FINANCIAL INSTRUMENTS (continued)
Derivatives — Results of Operations
The following table presents the effect of our interest rate swaps on our results of operations for the year ended December 31, 2020 (dollars in millions):
Derivatives in Cash Flow Hedging
Relationships
Amount of Loss
Recognized in OCI on
Derivatives, Net of Tax
Location of Loss
Reclassified from
Accumulated OCI
into Operations
Amount of Loss
Reclassified from
Accumulated OCI
into Operations
Interest rate swaps
$
51
Interest expense
$
24
Credit-risk-related Contingent Features
We have agreements with each of our derivative counterparties that contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness. As of December 31, 2020, we have not been required to post any collateral related to these agreements. If we had breached these provisions at December 31, 2020, we would have been required to settle our obligations under the agreements at their aggregate, estimated termination value of $ 46 million.
NOTE 8 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
Accounting Standards Codification 820, Fair Value Measurements and Disclosures
(“ASC 820”) emphasizes fair value is a market-based measurement, and fair value measurements should be determined based on the assumptions market participants would use in pricing assets or liabilities. ASC 820 utilizes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment.
Cash Traded Investments
Our cash traded investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
F-25
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
Derivative Financial Instruments
We have entered into interest rate swap agreements to manage our exposure to fluctuations in interest rates. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements of these instruments.
The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):
December 31, 2020
Fair Value
Fair Value Measurements Using
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Investments of insurance subsidiaries:
Debt securities
$
416
$
—
$
416
$
—
Money market funds and other
88
88
—
—
Investments of insurance subsidiaries
504
88
416
—
Less amounts classified as current assets
( 116
)
( 87
)
( 29
)
—
$
388
1
$
387
$
—
Liabilities:
Interest rate swaps (Income taxes and other liabilities)
$
46
$
—
$
46
$
—
December 31, 2019
Fair Value
Fair Value Measurements Using
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Investments of insurance subsidiaries:
Debt securities
$
377
$
—
$
377
$
—
Money market funds and other
85
85
—
—
Investments of insurance subsidiaries
462
85
377
—
Less amounts classified as current assets
( 147
)
( 83
)
( 64
)
—
$
315
2
$
313
$
—
Interest rate swaps (Other)
$
3
$
—
$
3
$
—
Liabilities:
Interest rate swaps (Income taxes and other liabilities)
$
7
$
—
$
7
$
—
F-26
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
The estimated fair value of our long-term debt was $ 35.814 billion and $ 37.026 billion at December 31, 2020 and 2019, respectively, compared to carrying amounts, excluding debt issuance costs and discounts, aggregating $ 31.240 billion and $ 33.961 billion, respectively. The estimates of fair value are generally based upon the quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities.
NOTE 9 — LONG-TERM DEBT
A summary of long-term debt at December 31, including related interest rates at December 31, 2020, follows (dollars in millions):
2020
2019
Senior secured asset-based revolving credit facility
$
—
$
2,480
Senior secured revolving credit facility
—
—
Senior secured 364-day
term loan facility
—
—
Senior secured term loan facilities (effective interest rate of 2.8 %)
3,671
3,725
Senior secured notes (effective interest rate of 5.1 %)
13,850
13,850
Other senior secured debt (effective interest rate of 4.7 %)
767
654
Senior secured debt
18,288
20,709
Senior unsecured notes (effective interest rate of 5.5 %)
12,952
13,252
Net debt issuance costs
( 236
)
( 239
)
Total debt (average life of 8.9 years, rates averaging 5.0 %)
31,004
33,722
Less amounts due within one year
209
145
$
30,795
$
33,577
During February 2020, we issued $ 2.700 billion aggregate principal amount of 3.50 % senior notes due 2030. During March 2020, we used the net proceeds 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 funds, for the redemption of all $ 2.000 billion outstanding aggregate principal amount of HCA Inc.’s 7.50 % senior notes due 2022. The pretax loss on retirement of debt was $ 295 million.
During March 2020 in response to the risks the COVID-19 pandemic presents to our business, we entered into a credit agreement that provides for a 364-day secured term loan facility for an aggregate principal amount of up to $ 2.000 billion. As of December 31, 2020 there was no amount outstanding or draw notices pending under the facility. We terminated this credit agreement during January 2021.
Senior Secured Credit Facilities And Other Senior Secured Debt
We have entered into the following senior secured credit facilities:
(i) a $ 3.750 billion asset-based revolving credit facility maturing on
June 28, 2022 with a borrowing base of
85 % of eligible accounts receivable, subject to customary reserves and eligibility criteria
( none outstanding at December 31, 2020) (the “ABL credit facility”); (ii) a $ 2.000 billion senior secured revolving credit facility maturing on June 28, 2022 ( none
outstanding at December 31, 2020 without giving effect to certain outstanding letters of credit); (iii) a
$ 2.000 billion senior secured 364-day term loan facility maturing on March 18, 2021 ( none
outstanding at December 31, 2020 and the
F-27
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9 — LONG-TERM DEBT (continued)
Senior Secured Credit Facilities And Other Senior Secured Debt (continued)
facility was
terminated during January 2021); (iv) a
$ 1.078 billion senior secured term loan A-6 facility maturing on
July 16, 2024 ; (v) a $ 1.459 billion senior secured term loan B-12 facility maturing on
March 13, 2025 ; and (vi) a $ 1.134 billion senior secured term loan B-13 facility maturing on
March 18, 2026 . We refer to the facilities described under (ii) through (vi) above, collectively, as the “cash flow credit facility” and, together with the ABL credit facility, the “senior secured credit facilities.”
Borrowings under the senior secured credit facilities bear interest at a rate equal to, at our option, either (a) a base rate determined by reference to the higher of (1) the federal funds rate plus 0.50 % or (2) the prime rate of Bank of America or (b) a LIBOR rate for the currency of such borrowing for the relevant interest period, plus, in each case, an applicable margin. The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to attaining certain leverage ratios.
The senior secured credit facilities contain a number of covenants that restrict, subject to certain exceptions, our (and some or all of our subsidiaries’) ability to incur additional indebtedness, repay subordinated indebtedness, create liens on assets, sell assets, make investments, loans or advances, engage in certain transactions with affiliates, pay dividends and distributions, and enter into sale and leaseback transactions. In addition, we are required to satisfy and maintain a maximum total leverage ratio covenant under the cash flow credit facility and, in certain situations under the ABL credit facility, a minimum interest coverage ratio covenant.
Senior secured notes consists of (i) $ 1.250 billion aggregate principal amount of 4.75 % first lien notes due 2023; (ii) $ 2.000 billion aggregate principal amount of 5.00 % first lien notes due 2024; (iii) $ 1.400 billion aggregate principal amount of 5.25 % first lien notes due 2025; (iv) $ 1.500 billion aggregate principal amount of 5.25 % first lien notes due 2026; (v) $ 1.200 billion aggregate principal amount of 4.50 % first lien notes due 2027; (vi) $ 2.000 billion aggregate principal amount of 4 1/8 % first lien notes due 2029; (vii) $ 1.000 billion aggregate principal amount of 5 1/8% first lien notes due 2039; (viii) $ 1.500 billion aggregate principal amount of 5.50 % first lien notes due 2047; and (ix) $ 2.000 billion aggregate principal amount of 5 1/4 % first lien notes due 2049. Finance leases and other secured debt totaled $ 767 million at December 31, 2020.
We use interest rate swap agreements to manage the variable rate exposure of our debt portfolio. At December 31, 2020, we had entered into effective interest rate swap agreements, in a total notional amount of $ 2.500 billion, in order to hedge a portion of our exposure to variable rate interest payments associated with the senior secured credit facilities. The effect of the interest rate swaps is reflected in the effective interest rates for the senior secured credit facilities.
Senior Unsecured Notes
Senior unsecured notes consist of (i) $ 12.091 billion aggregate principal amount of senior notes with maturities ranging from 2023 to 2033 ; (ii) an aggregate principal amount of $ 125 million medium-term notes maturing 2025; and (iii) an aggregate principal amount of $ 736 million debentures with maturities ranging from 2023 to 2095 .
F-28
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9 — LONG-TERM DEBT (continued)
General Debt Information
The senior secured credit facilities and senior secured notes are fully and unconditionally guaranteed by substantially all existing and future, direct and indirect, 100% owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture (the “1993 Indenture”) dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our ABL credit facility).
All obligations under the ABL credit facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the receivables of the borrowers and each guarantor under such ABL credit facility (the “Receivables Collateral”).
All obligations under the cash flow credit facility and the guarantees of such obligations are secured, subject to permitted liens and other exceptions, by:
•
a first-priority lien on the capital stock owned by HCA Inc., or by any guarantor, in each of their respective first-tier subsidiaries;
•
a first-priority lien on substantially all present and future assets of HCA Inc. and of each guarantor other than (i) “Principal Properties” (as defined in the 1993 Indenture), (ii) certain other real properties and (iii) deposit accounts, other bank or securities accounts, cash, leaseholds, motor-vehicles and certain other exceptions; and
•
a second-priority lien on certain of the Receivables Collateral.
Our senior secured notes and the related guarantees are secured by first-priority liens, subject to permitted liens, on our and our subsidiary guarantors’ assets, subject to certain exceptions, that secure our cash flow credit facility on a first-priority basis and are secured by second-priority liens, subject to permitted liens, on our and our subsidiary guarantors’ assets that secure our ABL credit facility on a first-priority basis and our other cash flow credit facility on a second-priority basis.
Maturities of long-term debt in years 2022 through 2025 are $ 233 million, $ 2.799 billion, $ 3.163 billion and $ 5.872 billion, respectively.
NOTE 10 — LEASES
We adopted ASU No. 2016-02,
Leases (Topic 842)
, which requires leases with durations greater than 12 months to be recognized on the balance sheet, effective January 1, 2019, using the modified retrospective approach. We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related assets and obligations at the present value of lease payments over the term. Many of our leases include rental escalation clauses and renewal options that are factored into our determination of lease payments, when appropriate. We do not separate lease and nonlease components of contracts. Generally, we use our estimated incremental borrowing rate to discount the lease payments, as most of our leases do not provide a readily determinable implicit interest rate.
F-29
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10 — LEASES (continued)
The following table presents our lease-related assets and liabilities at December 31, 2020 and 2019 (dollars in millions):
Balance Sheet Classification
2020
2019
Assets:
Operating leases
Right-of-use operating lease assets
$
2,024
$
1,834
Finance leases
Property and equipment
553
520
Total lease assets
$
2,577
$
2,354
Liabilities:
Current:
Operating leases
Other accrued expenses
$
379
$
350
Finance leases
Long-term debt due within one year
128
87
Noncurrent:
Operating leases
Right-of-use operating lease obligations
1,673
1,499
Finance leases
Long-term debt
494
470
Total lease liabilities
$
2,674
$
2,406
Weighted-average remaining term:
Operating leases
10.4 years
10.8 years
Finance leases
11.5 years
12.0 years
Weighted-average discount rate:
Operating leases
4.8
%
5.3
%
Finance leases
5.4
%
6.0
%
The following table presents certain information related to lease expense for finance and operating leases for the years ended December 31, 2020 and 2019 (dollars in millions):
2020
2019
Finance lease expense:
Depreciation and amortization
$
106
$
93
Interest
31
32
Operating leases( 1
)
447
389
Short-term lease expense( 1
)
322
316
Variable lease expense( 1
)
154
150
$
1,060
$
980
(
1
)
Expenses are included in “other operating expenses” in our consolidated income statements.
F-30
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10 — LEASES (continued)
The following table presents supplemental cash flow information for the years ended December 31, 2020 and 2019 (dollars in millions):
2020
2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
445
$
404
Operating cash flows for finance leases
31
32
Financing cash flows for finance leases
86
79
Maturities of Lease Liabilities
The following table reconciles the undiscounted minimum lease payment amounts to the operating and finance lease liabilities recorded on the balance sheet at December 31, 2020 and 2019 (dollars in millions):
2020
2019
Operating
Leases
Finance
Leases
Operating
Leases
Finance
Leases
Year 1
$
431
$
155
$
411
$
110
Year 2
366
125
350
105
Year 3
307
81
285
99
Year 4
255
82
228
58
Year 5
207
51
182
60
Thereafter
1,136
353
1,074
368
Total minimum lease payments
2,702
847
2,530
800
Less: amount of lease payments representing interest
( 650
)
( 225
)
( 681
)
( 243
)
Present value of future minimum lease payments
2,052
622
1,849
557
Less: current lease obligations
( 379
)
( 128
)
( 350
)
( 87
)
Long-term lease obligations
$
1,673
$
494
$
1,499
$
470
NOTE 11 — CONTINGENCIES
We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. We are also subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or wrongful restriction of, or interference with, physicians’ staff privileges. In certain of these actions the claimants may seek punitive damages against us ,
which may not be covered by insurance. We are also subject to claims by various taxing authorities for additional taxes and related interest and penalties. The resolution of any such lawsuits, claims or legal and regulatory proceedings could have a material, adverse effect on our results of operations, financial position or liquidity.
Government Investigations, Claims and Litigation
Health care companies are subject to numerous investigations by various governmental agencies. Under the federal False Claims Act (“FCA”), private parties have the right to bring qui tam
, or “whistleblower,” suits
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Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 11 — CONTINGENCIES (continued)
Government Investigations, Claims and Litigation (continued)
against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. Certain of our individual facilities have received, and from time to time, other facilities may receive, government inquiries from, and may be subject to investigation by, federal and state agencies. Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material, adverse effect on our results of operations, financial position or liquidity.
Texas operates a state Medicaid program pursuant to a waiver from the Centers for Medicare & Medicaid Services under Section 1115 of the Social Security Act (“Program”). The Program includes uncompensated-care pools; payments from these pools are intended to defray the uncompensated costs of services provided by our and other hospitals to Medicaid eligible or uninsured individuals. Separately, we and other hospitals provide charity care services in several communities in the state. In 2018, the Civil Division of the U.S. Department of Justice and the U.S. Attorney’s Office for the Southern District of Texas requested information about whether the Program, as operated in Harris County, complied with the laws and regulations applicable to provider related donations, and the Company cooperated with that request. On May 21, 2019, a qui tam
lawsuit asserting violations of the FCA and the Texas Medicaid Fraud Prevention Act related to the Program, as operated in Harris County, was unsealed by the U.S. District Court for the Southern District of Texas. Both the federal and state governments declined to intervene in the qui tam
lawsuit. The Company believes that our participation is and has been consistent with the requirements of the Program and is vigorously defending against the lawsuit being pursued by the relator. We cannot predict what effect, if any, the qui tam
lawsuit could have on the Company.
NOTE 12 — CAPITAL STOCK
The amended and restated certificate of incorporation authorizes the Company to issue up to 1,800,000,000 shares of common stock, and our amended and restated by-laws
set the number of directors constituting the board of directors of the Company at not less than three members, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office.
Share Repurchase Transactions
During January 2020, January 2019 and October 2017, our Board of Directors authorized share repurchase programs for up to $ 6 billion ($ 2 billion for each authorization) of our outstanding common stock. During March 2020
in response to the risks the COVID-19
pandemic presents to our business, we announced the suspension of our share repurchase programs. During February 2021, our
Board of Directors authorized the resumption of the share repurchase program, pursuant to which $ 2.8 billion of pre-suspension authorization remained available, and an additional $ 6 billion was authorized for repurchases of the Company’s outstanding common stock ($ 8.8 billion of total repurchase authorization).
During 2020, we repurchased 3.287 million shares of our common stock at an average price of $ 134.18 per share through market purchases pursuant to the $ 2.0
billion share repurchase program authorized during January 2019. At December 31, 2020, we had $ 2.800 billion of repurchase authorization available under the January 2019 and 2020 authorizations. During 2019, we repurchased 7.949 million shares of our common stock at an average price of $ 129.71 per share through market purchases pursuant to the October 2017 authorization (which was completed during the first quarter of 2019) and the January 2019 authorization. During 2018, we repurchased 14.070 million shares of our common stock at an average price of $ 108.74 per share through market purchases pursuant to the October 2017 authorization.
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Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — EMPLOYEE BENEFIT PLANS
We maintain defined contribution benefit plans that are available to employees who meet certain minimum requirements. Certain of the plans require that we match specified percentages of participant contributions up to certain maximum levels (generally,
100 % of the first 3 % to 9 %, depending upon years of vesting service, of compensation deferred by participants). The cost of these plans totaled
$ 552 million for 2020,
$ 532 million for 20 19 and
$ 499 million for 2018. Our matching contributions are funded during the year following the participant contributions.
We maintain the noncontributory, nonqualified Restoration Plan to provide certain retirement benefits for eligible employees. Eligibility for the Restoration Plan is based upon earning eligible compensation in excess of a base amount and
attaining 1,000 or more hours
of service during the plan year. Company credits to participants’ hypothetical account balances (the Restoration Plan is not funded) depend upon participants’ compensation, years of vesting service, hypothetical investment returns (gains or losses) and certain IRS limitations. Benefits expense under this plan was
$ 35 million for 2020, $ 44 million for 2019 and $ 22 million for 2018. Accrued benefits liabilities under this plan totaled $ 242 million at December 31, 2020 and $ 227 million at December 31, 2019.
We maintain a Supplemental Executive Retirement Plan (“SERP”) for certain executives (the SERP is not funded). The plan is designed to ensure that upon retirement the participant receives the value of a prescribed life annuity from the combination of the SERP and our other benefit plans. Benefits expense under the plan was
$ 24 million for 2020, $ 19 million for 2019 and $ 26 million for 2018. Accrued benefits liabilities under this plan totaled $ 204 million at December 31, 2020 and $ 192 million at December 31, 2019.
We maintain defined benefit pension plans which resulted from certain hospital acquisitions in prior years. Benefits expense under these plans was
$ 8 million for 2020,
$ 11 million for 2019, and
$ 9 million for 2018. Accrued benefits liabilities under these plans totaled
$ 96 million at December 31, 2020 and
$ 63 million at December 31, 2019.
NOTE 14 — SEGMENT AND GEOGRAPHIC INFORMATION
We operate in one line of business, which is operating hospitals and related health care entities. We operate in two geographically organized groups: the National and American Groups. At December 31, 2020, the National Group included 96 hospitals located in Alaska, California, Florida, southern Georgia, Idaho, Indiana, northern Kentucky, Nevada, New Hampshire, North Carolina, South Carolina, Utah and Virginia, and the American Group included 82 hospitals located in Colorado, northern Georgia, Kansas, southern Kentucky, Louisiana, Missouri, Tennessee and Texas. We also operate seven hospitals in England, and these facilities are included in the Corporate and other group.
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Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 14 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests. We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance. Adjusted segment EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. Adjusted segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from adjusted segment EBITDA are significant components in understanding and assessing financial performance. Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. The geographic distributions of our revenues, equity in earnings of affiliates, adjusted segment EBITDA, depreciation and amortization, assets and goodwill and other intangible assets are summarized in the following table (dollars in millions):
For the Years Ended December 31,
2020
2019
2018
Revenues:
National Group
$
25,694
$
25,913
$
22,581
American Group
23,593
23,173
21,959
Corporate and other
2,246
2,250
2,137
$
51,533
$
51,336
$
46,677
Equity in earnings of affiliates:
National Group
$
( 28
)
$
( 2
)
$
( 4
)
American Group
( 42
)
( 44
)
( 40
)
Corporate and other
16
3
15
$
( 54
)
$
( 43
)
$
( 29
)
Adjusted segment EBITDA:
National Group
$
5,532
$
5,634
$
4,980
American Group
5,333
4,904
4,593
Corporate and other
( 828
)
( 681
)
( 624
)
$
10,037
$
9,857
$
8,949
Depreciation and amortization:
National Group
$
1,216
$
1,161
$
946
American Group
1,164
1,117
1,027
Corporate and other
341
318
305
$
2,721
$
2,596
$
2,278
F-34
Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 14 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
For the Years Ended December 31,
2020
2019
2018
Adjusted segment EBITDA
$
10,037
$
9,857
$
8,949
Depreciation and amortization
2,721
2,596
2,278
Interest expense
1,584
1,824
1,755
Losses (gains) on sales of facilities
7
( 18
)
( 428
)
Losses on retirement of debt
295
211
9
Income before income taxes
$
5,430
$
5,244
$
5,335
December 31,
2020
2019
2018
Assets:
National Group
$
18,913
$
18,290
$
14,839
American Group
20,760
20,608
19,122
Corporate and other
7,817
6,160
5,246
$
47,490
$
45,058
$
39,207
National
Group
American
Group
Corporate
and Other
Total
Goodwill and other intangible assets:
Balance at December 31, 2017
$
1,474
$
5,265
$
655
$
7,394
Acquisitions
132
504
—
636
Foreign currency translation, amortization and other
( 9
)
( 40
)
( 28
)
( 77
)
Balance at December 31, 2018
1,597
5,729
627
7,953
Acquisitions
155
39
138
332
Foreign currency translation, amortization and other
( 13
)
( 3
)
—
( 16
)
Balance at December 31, 2019
1,739
5,765
765
8,269
Acquisitions
38
27
279
344
Foreign currency translation, amortization and other
( 2
)
( 17
)
( 16
)
( 35
)
Balance at December 31, 2020
$
1,775
$
5,775
$
1,028
$
8,578
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Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15 — OTHER COMPREHENSIVE LOSS
The components of accumulated other comprehensive loss are as follows (dollars in millions):
Unrealized
Gains on
Available-
for-Sale
Securities
Foreign
Currency
Translation
Adjustments
Defined
Benefit
Plans
Change
in Fair
Value of
Derivative
Instruments
Total
Balances at December 31, 2017
$
7
$
( 149
)
$
( 168
)
$
32
$
( 278
)
Unrealized losses on available-for-sale
securities, net of $ 2
income tax benefit
( 5
)
—
—
—
( 5
)
Foreign currency translation adjustments, net of $ 8 income tax benefit
—
( 63
)
—
—
( 63
)
Defined benefit plans, net of $ 10 of income taxes
—
—
34
—
34
Change in fair value of derivative instruments, net of $ 5 of
income taxes
—
—
—
18
18
Expense (income) reclassified into operations from other comprehensive income, net of $ 5 income tax benefit and $ 2 of income taxes, respectively
—
—
16
( 8
)
8
Reclassification of stranded tax effects
1
( 71
)
( 30
)
5
( 95
)
Balances at December 31, 2018
3
( 283
)
( 148
)
47
( 381
)
Unrealized gains on available-for-sale
securities, net of $ 4 of
income taxes
11
—
—
—
11
Foreign currency translation adjustments, net of $ 5 of income
taxes
—
—
—
—
—
Defined benefit plans, net of $ 14 income tax benefit
—
—
( 49
)
—
( 49
)
Change in fair value of derivative instruments, net of $ 13 income
tax benefit
—
—
—
( 37
)
( 37
)
Expense (income) reclassified into operations from other comprehensive income, net of $ 3 income tax benefit and $ 3 of income taxes, respectively
—
—
10
( 14
)
( 4
)
Balances at December 31, 2019
14
( 283
)
( 187
)
( 4
)
( 460
)
Unrealized gains on available-for-sale
securities, net of $ 3 of
income taxes
11
—
—
—
11
Foreign currency translation adjustments, net of $ 6 of income
taxes
—
12
—
—
12
Defined benefit plans, net of $ 16 income tax benefit
—
—
( 55
)
—
( 55
)
Change in fair value of derivative instruments, net of $ 15 income
tax benefit
—
—
—
( 51
)
( 51
)
Expense reclassified into operations from other comprehensive income, net of $ 6 and $ 5 income tax benefits, respectively
—
—
22
19
41
Balances at December 31, 2020
$
25
$
( 271
)
$
( 220
)
$
( 36
)
$
( 502
)
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Table of Contents
Index to Financial Statements
HCA HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 16 — ACCRUED EXPENSES
A summary of other accrued expenses at December 31 follows (dollars in millions):
2020
2019
Professional liability risks
$
477
$
457
Defined contribution benefit plan
547
528
Right-of-use operating lease
379
350
Taxes other than income
343
325
Interest
315
368
Government stimulus refund liability
83
—
Other
1,096
904
$
3,240
$
2,932
F-37