Item 2. Unregistered Sales of Equity Securities
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During January 2020 and 2019, our Board of Directors authorized share repurchase programs for up to $4 billion ($2 billion for each authorization) of our outstanding common stock. During February 2021, our Board of Directors authorized an additional $6 billion for repurchases of our outstanding common stock. During the quarter ended March 31, 2021, we repurchased 8,476,736 shares of our common stock at an average price of $180.11 per share through market purchases pursuant to the $2.0 billion share repurchase program authorized during January 2019 (which was completed during the first quarter of 2021) and the January 2020 authorization. At March 31, 2021, we had $7.274 billion of repurchase authorization available under the January 2020 and February 2021 authorizations.
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The following table provides certain information with respect to our repurchases of common stock from January 1, 2021 through March 31, 2021 (dollars in millions, except per share amounts).
Period
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
Approximate
Dollar Value of
Shares That
May Yet Be
Purchased
Under Publicly
Announced
Plans or
Programs
January 1, 2021 through January 31, 2021
—
$
—
—
$
2,800
February 1, 2021 through February 28, 2021
4,057,692
$
175.39
4,057,692
$
8,089
March 1, 2021 through March 31, 2021
4,419,044
$
184.44
4,419,044
$
7,274
Total for first quarter 2021
8,476,736
$
180.11
8,476,736
$
7,274
On April 21, 2021, our Board of Directors declared a quarterly dividend of $0.48 per share on our common stock payable on June 30, 2021 to stockholders of record at the close of business on June 16, 2021. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors. Our ability to declare future dividends may also from time to time be limited by the terms of our debt agreements.
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ITEM 6. EXHIBITS
(a) List of Exhibits:
10.1
—
HCA Healthcare, Inc. 2021 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 9, 2021 (File No. 001-11239), and incorporated herein by reference).*
22
—
List of Subsidiary Guarantors and Pledged Securities.
31.1
—
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
—
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
—
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
—
The following financial information from our quarterly report on Form 10-Q
for the quarter ended March 31, 2021 filed with the SEC on April 30, 2021, formatted in Inline Extensible Business Reporting Language: (i) the condensed consolidated balance sheets at March 31, 2021 and December 31, 2020, (ii) the condensed consolidated income statements for the quarters ended March 31, 2021 and 2020, (iii) the condensed consolidated comprehensive income statements for the quarters ended March 31, 2021 and 2020, (iv) the condensed consolidated statements of stockholders’ equity (deficit) for the quarters ended March 31, 2021 and 2020, (v) the condensed consolidated statements of cash flows for the quarters ended March 31, 2021 and 2020 and (vi) the notes to condensed consolidated financial statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104
—
The cover page from the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021, formatted in Inline XBRL (included in Exhibit 101).
*
Management compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HCA Healthcare, Inc.
By:
/ S / W ILLIAM B. R UTHERFORD
William B. Rutherford
Executive Vice President and Chief Financial Officer
Date: April 30, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.