HCA Healthcare, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During January 2020, our Board of Directors authorized a share repurchase program for up to $2 billion 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 June 30, 2021, we repurchased 11,261,507 shares of our common stock at an average price of $203.06 per share through market purchases pursuant to the January 2020 authorization (which was completed during the second quarter of 2021) and February 2021 authorization. At June 30, 2021, we had $4.987 billion of repurchase authorization available under the February 2021 authorization. 38 Table of Contents The following table provides certain information with respect to our repurchases of common stock from April 1, 2021 through June 30, 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 April 1, 2021 through April 30, 2021 3,927,519 $ 193.08 3,927,519 $ 6,516 May 1, 2021 through May 31, 2021 3,662,154 $ 207.10 3,662,154 $ 5,757 June 1, 2021 through June 30, 2021 3,671,834 $ 209.71 3,671,834 $ 4,987 Total for second quarter 2021 11,261,507 $ 203.06 11,261,507 $ 4,987 On July 19, 2021, our Board of Directors declared a quarterly dividend of $0.48 per share on our common stock payable on September 30, 2021 to stockholders of record at the close of business on September 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. 39 Table of Contents ITEM 6. EXHIBITS (a) List of Exhibits: 4.1 — Supplemental Indenture No. 27, dated as of June 30, 2021, 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 July 1, 2021 (File No. 001-11239), and incorporated herein by reference). 4.2 — Supplemental Indenture No. 28, dated as of June 30, 2021, 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 July 1, 2021 (File No. 001-11239), and incorporated herein by reference). 4.3 — Form of 2 3/8% Senior Secured Notes due 2031 (included in Exhibit 4.1). 4.4 — Form of 3 1/2% Senior Secured Notes due 2051 (included in Exhibit 4.2). 4.5 — Additional Receivables Intercreditor Agreement, dated as of June 30, 2021, 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 4.9 to the Company’s Current Report on Form 8-K filed July 1, 2021 (File No. 001-11239), and incorporated herein by reference). 4.6 — Restatement Agreement dated as of June 30, 2021, 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 4.10 to the Company’s Current Report on Form 8-K filed July 1, 2021 (File No. 001-11239), and incorporated herein by reference). 4.7 — Restatement Agreement dated as of June 30, 2021, 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 4.11 to the Company’s Current Report on Form 8-K filed July 1, 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 June 30, 2021 filed with the SEC on August 2, 2021, formatted in Inline Extensible Business Reporting Language: (i) the condensed consolidated balance sheets at June 30, 2021 and December 31, 2020, (ii) the condensed consolidated income statements for the quarters and six months ended June 30, 2021 and 2020, (iii) the condensed consolidated comprehensive income statements for the quarters and six months ended June 30, 2021 and 2020, (iv) the condensed consolidated statements of stockholders’ equity (deficit) for the quarters and six months ended June 30, 2021 and 2020, (v) the condensed consolidated statements of cash flows for the six months ended June 30, 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 June 30, 2021, formatted in Inline XBRL (included in Exhibit 101). 40 Table of Contents 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: August 2, 2021 41