Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form
 10-Q
 
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2019
March 31, 2020
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                 
Commission file number
1-11239
 
HCA Healthcare, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
27-3865930
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
One Park Plaza
Nashville,
Tennessee
 
37203
(Address of principal executive offices)
 
(Zip Code)
(615)
 344-9551
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Voting common stock, $.01 par value
 
HCA
 HCA
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  
☒
    No  
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
 S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  
☒
    No  
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
 12b-2
of the Exchange Act.
Large accelerated filer
 
☒
 
Accelerated filer
 
☐
Non-accelerated
filer
 
☐
 
Smaller reporting company
 
☐
Emerging growth company
 
☐
  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
 12b-2
of the Exchange Act).    Yes  
☐
    No  
☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Class of Common Stock
 
Outstanding at July 31, 2019April 30, 2020
Voting common stock, $.01 par value
 
340,982,800337,618,900 shares
 
 
Table of Contents
HCA HEALTHCARE, INC.
Form 10-Q
June 30, 2019
Form
 10-Q
March 31, 2020
  
Page of
Form
 10-Q
Part I.
 
Financial Information
 
       
Item 1.
 
Financial Statements (Unaudited):
   
       
 
Condensed Consolidated Income Statements — for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018
  
2
 
       
 
Condensed Consolidated Comprehensive Income Statements — for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018
  
3
 
       
 
Condensed Consolidated Balance Sheets — June 30, 2019March 31, 2020 and December 31, 20182019
  
4
 
       
 
Condensed Consolidated Statements of Stockholders’ Deficit — for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018
  
5
 
       
 
Condensed Consolidated Statements of Cash Flows — for the six monthsquarters ended June 30,March 31, 2020 and 2019 and 2018
  
6
 
       
 
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  28
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
7
43
Item 4.
Controls and Procedures
43 
       
Part II.
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 4.
Controls and Procedures
35
Part II.
Other Information
   
       
Item 1.
 
Legal Proceedings
  43
35
 
       
Item 1A.
 
Risk Factors
  44
36
 
       
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
  44
38
 
       
Item 6.
 
Exhibits
  45
40
 
     
Signatures
  46
42
 
1
Table of Contents
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE QUARTERS ENDED MARCH 31, 2020 AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018
Unaudited
(Dollars in millions, except per share amounts)
                 
 
Quarter
  
Six Months
 
 
2019
  
2018
  
2019
  
2018
 
Revenues
 $
12,602
  $
11,529
  $
25,119
  $
22,952
 
                 
Salaries and benefits
  
5,837
   
5,274
   
11,484
   
10,563
 
Supplies
  
2,118
   
1,917
   
4,159
   
3,832
 
Other operating expenses
  
2,362
   
2,118
   
4,661
   
4,228
 
Equity in earnings of affiliates
  
(8
)  
(7
)  
(19
)  
(16
)
Depreciation and amortization
  
636
   
562
   
1,255
   
1,115
 
Interest expense
  
477
   
436
   
938
   
867
 
Gains on sales of facilities
  
(18
)  
(9
)  
(17
)  
(414
)
                 
  
11,404
   
10,291
   
22,461
   
20,175
 
                 
Income before income taxes
  
1,198
   
1,238
   
2,658
   
2,777
 
Provision for income taxes
  
271
   
272
   
550
   
529
 
                 
Net income
  
927
   
966
   
2,108
   
2,248
 
Net income attributable to noncontrolling interests
  
144
   
146
   
286
   
284
 
                 
Net income attributable to HCA Healthcare, Inc.
 $
783
  $
820
  $
1,822
  $
1,964
 
                 
Per share data:
            
Basic earnings
 $
2.29
  $
2.35
  $
5.32
  $
5.62
 
Diluted earnings
 $
2.25
  $
2.31
  $
5.22
  $
5.50
 
Shares used in earnings per share calculations (in millions):
            
Basic
  
342.170
   
348.615
   
342.513
   
349.726
 
Diluted
  
348.373
   
355.039
   
349.334
   
357.388
 
         
 
2020
  
2019
 
Revenues
 $
12,861
  $
12,517
 
         
Salaries and benefits
  
6,118
   
5,647
 
Supplies
  
2,123
   
2,041
 
Other operating expenses
  
2,427
   
2,299
 
Equity in earnings of affiliates
  
(7
)  
(11
)
Depreciation and amortization
  
674
   
619
 
Interest expense
  
428
   
461
 
Losses (gains) on sales of facilities
  
(7
)  
1
 
Losses on retirement of debt
  
295
   
—
 
         
  
12,051
   
11,057
 
         
Income before income taxes
  
810
   
1,460
 
Provision for income taxes
  
112
   
279
 
         
Net income
  
698
   
1,181
 
Net income attributable to noncontrolling interests
  
117
   
142
 
         
Net income attributable to HCA Healthcare, Inc.
 $
581
  $
1,039
 
         
Per share data:
      
Basic earnings
 $
1.72
  $
3.03
 
Diluted earnings
 $
1.69
  $
2.97
 
Shares used in earnings per share calculations (in millions):
      
Basic
  
338.242
   
342.876
 
Diluted
  
344.096
   
350.316
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
Table of Contents
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
FOR THE QUARTERS ENDED MARCH 31, 2020 AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018
Unaudited
(Dollars in millions)
                 
 
Quarter
  
Six Months
 
 
2019
  
2018
  
2019
  
2018
 
Net income
 $
927
  $
966
  $
2,108
  $
2,248
 
Other comprehensive income (loss) before taxes:
            
Foreign currency translation
  
(38
)  
(76
)  
(18
)  
(22
)
                 
Unrealized gains (losses) on
available-for-sale
securities
  
6
   
(1
)  
14
   
(6
)
                 
Defined benefit plans
  
—
   
—
   
—
   
—
 
Pension costs included in salaries and benefits
  
4
   
5
   
7
   
10
 
                 
  
4
   
5
   
7
   
10
 
                 
Change in fair value of derivative financial instruments
  
(34
)  
15
   
(52
)  
50
 
Interest benefits included in interest expense
  
(6
)  
(2
)  
(11
)  
(2
)
                 
  
(40
)  
13
   
(63
)  
48
 
                 
Other comprehensive (loss) income before taxes
  
(68
)  
(59
)  
(60
)  
30
 
Income taxes (benefits) related to other comprehensive income items
  
(11
)  
5
   
(10
)  
13
 
                 
Other comprehensive (loss) income
  
(57
)  
(64
)  
(50
)  
17
 
                 
Comprehensive income
  
870
   
902
   
2,058
   
2,265
 
Comprehensive income attributable to noncontrolling interests
  
144
   
146
   
286
   
284
 
                 
Comprehensive income attributable to HCA Healthcare, Inc.
 $
726
  $
756
  $
1,772
  $
1,981
 
                 
         
 
2020
  
2019
 
Net income
 $
698
  $
1,181
 
Other comprehensive income (loss) before taxes:
      
Foreign currency translation
  
(73
)  
20
 
         
Unrealized gains (losses) on
available-for-sale
securities
  
(5
)  
8
 
         
Defined benefit plans
  
—
   
—
 
Pension costs included in salaries and benefits
  
4
   
3
 
         
  
4
   
3
 
         
Change in fair value of derivative financial instruments
  
(60
)  
(18
)
Interest benefits included in interest expense
  
(1
)  
(5
)
         
  
(61
)  
(23
)
         
Other comprehensive income (loss) before taxes
  
(135
)  
8
 
Income taxes (benefits) related to other comprehensive income items
  
(24
)  
1
 
         
Other comprehensive income (loss)
  
(111
)  
7
 
         
Comprehensive income
  
587
   
1,188
 
Comprehensive income attributable to noncontrolling interests
  
117
   
142
 
         
Comprehensive income attributable to HCA Healthcare, Inc.
 $
470
  $
1,046
 
         
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Table of Contents
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(Dollars in millions)
         
 
June 30,
2019
  
December 31,
2018
 
ASSETS
      
Current assets:
      
Cash and cash equivalents
 $
2,430
  $
502
 
Accounts receivable
  
7,219
   
6,789
 
Inventories
  
1,826
   
1,732
 
Other
  
1,394
   
1,190
 
         
  
12,869
   
10,213
 
         
Property and equipment, at cost
  
45,369
   
42,965
 
Accumulated depreciation
  
(23,902
)  
(23,208
)
         
  
21,467
   
19,757
 
         
Investments of insurance subsidiaries
  
342
   
362
 
Investments in and advances to affiliates
  
247
   
232
 
Goodwill and other intangible assets
  
8,140
   
7,953
 
Right-of-use
operating lease assets
  
1,787
   
—
 
Other
  
597
   
690
 
         
 $
45,449
  $
39,207
 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
      
Current liabilities:
      
Accounts payable
 $
2,609
  $
2,577
 
Accrued salaries
  
1,497
   
1,580
 
Other accrued expenses
  
2,782
   
2,624
 
Long-term debt due within one year
  
2,073
   
788
 
         
  
8,961
   
7,569
 
         
Long-term debt, less debt issuance costs
and discounts
of $252 and $157
  
34,120
   
32,033
 
Professional liability risks
  
1,354
   
1,275
 
Right-of-use
operating lease obligations
  
1,460
   
—
 
Income taxes and other liabilities
  
1,324
   
1,248
 
         
Stockholders’ deficit:
      
Common stock $0.01 par; authorized 1,800,000,000 shares; outstanding 341,516,800 shares in 2019 and 342,895,200 shares in 2018
  
3
   
3
 
Accumulated other comprehensive loss
  
(431
)  
(381
)
Retained deficit
  
(3,474
)  
(4,572
)
         
Stockholders’ deficit attributable to HCA Healthcare, Inc.
  
(3,902
)  
(4,950
)
Noncontrolling interests
  
2,132
   
2,032
 
         
  
(1,770
)  
(2,918
)
         
 $
45,449
  $
39,207
 
         
 
March 31,
2020
  
December 31,
2019
 
ASSETS
      
Current assets:
      
Cash and cash equivalents
 $
731
  $
621
 
Accounts receivable
  
6,890
   
7,380
 
Inventories
  
1,953
   
1,849
 
Other
  
1,442
   
1,346
 
         
  
11,016
   
11,196
 
         
Property and equipment, at cost
  
47,861
   
47,235
 
Accumulated depreciation
  
(24,876
)  
(24,520
)
         
  
22,985
   
22,715
 
         
Investments of insurance subsidiaries
  
325
   
315
 
Investments in and advances to affiliates
  
238
   
249
 
Goodwill and other intangible assets
  
8,587
   
8,269
 
Right-of-use
operating lease assets
  
1,828
   
1,834
 
Other
  
442
   
480
 
         
 $
45,421
  $
45,058
 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
      
Current liabilities:
      
Accounts payable
 $
2,750
  $
2,905
 
Accrued salaries
  
1,560
   
1,775
 
Other accrued expenses
  
2,547
   
2,932
 
Long-term debt due within one year
  
162
   
145
 
         
  
7,019
   
7,757
 
         
Long-term debt, less debt issuance costs and discounts of $258 and $239
  
34,699
   
33,577
 
Professional liability risks
  
1,432
   
1,370
 
Right-of-use
operating lease obligations
  
1,497
   
1,499
 
Income taxes and other liabilities
  
1,477
   
1,420
 
         
Stockholders’ deficit:
      
Common stock $0.01 par; authorized 1,800,000,000 shares; outstanding 337,607,500 shares in 2020 and 338,445,600 shares in 2019
  
3
   
3
 
Accumulated other comprehensive loss
  
(571
)  
(460
)
Retained deficit
  
(2,394
)  
(2,351
)
         
Stockholders’ deficit attributable to HCA Healthcare, Inc.
  
(2,962
)  
(2,808
)
Noncontrolling interests
  
2,259
   
2,243
 
         
  
(703
)  
(565
)
         
 $
45,421
  $
45,058
 
         
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
Table of Contents
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE QUARTERS ENDED MARCH 31, 2020 AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018
Unaudited
(Dollars in millions)
 
Equity (Deficit) Attributable to HCA Healthcare, Inc.
  
Equity
Attributable to
Noncontrolling
Interests
  
Total
   
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
Deficit
   
Common Stock
  
Capital in
Excess of
Par
Value
  
Accumulated
Other
Comprehensive
Loss
  
Retained
Deficit
 
 
Shares
(in millions)
  
Par
Value
  
Balances, December 31, 2017
  
350.092
  $
4
  $
—
  $
(278
) $
(6,532
) $
1,811
  $
(4,995
)
Comprehensive income
           
81
   
1,144
   
138
   
1,363
 
Repurchase of common stock
  
(4.370
)     
114
      
(537
)     
(423
)
Share-based benefit plans
  
5.265
      
(114
)           
(114
)
Cash dividends declared ($0.35 per share)
              
(126
)     
(126
)
Distributions
                 
(92
)  
(92
)
Other
                 
(47
)  
(47
)
                     
Balances, March 31, 2018
  
350.987
   
4
   
—
   
(197
)  
(6,051
)  
1,810
   
(4,434
)
Comprehensive income
           
(64
)  
820
   
146
   
902
 
Repurchase of common stock
  
(4.670
)  
(1
)  
(93
)     
(376
)     
(470
)
Share-based benefit plans
  
0.443
      
96
            
96
 
Cash dividends declared ($0.35 per share)
              
(124
)     
(124
)
Distributions
                 
(93
)  
(93
)
Other
        
(3
)        
1
   
(2
)
                     
Balances, June 30, 2018
  
346.760
   
3
   
—
   
(261
)  
(5,731
)  
1,864
   
(4,125
)
Comprehensive income
           
(5
)  
759
   
137
   
891
 
Repurchase of common stock
  
(2.518
)     
(55
)     
(247
)     
(302
)
Share-based benefit plans
  
0.844
      
54
            
54
 
Cash dividends declared ($0.35 per share)
              
(123
)     
(123
)
Distributions
                 
(130
)  
(130
)
Other
        
1
         
4
   
5
 
                     
Balances, September 30, 2018
  
345.086
   
3
   
—
   
(266
)  
(5,342
)  
1,875
   
(3,730
)
Comprehensive income
           
(20
)  
1,064
   
181
   
1,225
 
Repurchase of common stock
  
(2.512
)     
(69
)     
(266
)     
(335
)
Share-based benefit plans
  
0.321
      
79
            
79
 
Cash dividends declared ($0.35 per share)
              
(123
)     
(123
)
Distributions
                 
(126
)  
(126
)
Other
        
(10
)  
(95
)  95
   
102
   
92
 
                      
Shares
(in millions)
  
Par
Value
  
Capital in
Excess of
Par
Value
  
Accumulated
Other
Comprehensive
Loss
  
Retained
Deficit
  
Equity
Attributable to
Noncontrolling
Interests
  
Total
 
Balances, December 31, 2018
  
342.895
   
3
   
—
   
(381
)  
(4,572
)  
2,032
   
(2,918
)  
342.895
  $
  3
 
Comprehensive income
           
7
   
1,039
   
142
   
1,188
            
7
   
1,039
 
Repurchase of common stock
  
(2.106
)     
32
      
(310
)     
(278
)  
(2.106
)     
32
      
(310
)     
(278
)
Share-based benefit plans
  
2.242
      
(29
)           
(29
)  
2.242
      
(29
)           
(29
)
Cash dividends declared ($0.40 per share)
              
(140
)     
(140
)              
(140
)     
(140
)
Distributions
                 
(136
)  
(136
)                 
(136
)  
(136
)
Other
        
(3
)        
61
   
58
         
(3
)        
61
   
58
 
                                          
Balances, March 31, 2019
  
343.031
   
3
   
—
   
(374
)  
(3,983
)  
2,099
   
(2,255
)  
343.031
   
3
   
—
   
(374
)  
(3,983
)  
2,099
   
(2,255
)
Comprehensive income
           
(57
)  
783
   
144
   
870
            
(57
)  
783
   
144
   
870
 
Repurchase of common stock
  
(1.928
)     
(107
)     
(135
)     
(242
)  
(1.928
)     
(107
)     
(135
)     
(242
)
Share-based benefit plans
  
0.414
      
118
            
118
   
0.414
      
118
            
118
 
Cash dividends declared ($0.40 per share)
              
(139
)     
(139
)              
(139
)     
(139
)
Distributions
                 
(111
)  
(111
)                 
(111
)  
(111
)
Other
        
(11
)           
(11
)        
(11
)           
(11
)
                                          
Balances, June 30, 2019
  
341.517
  $
3
  $
—
  $
(431
) $
(3,474
) $
2,132
  $
(1,770
)  
341.517
   
3
   
—
   
(431
)  
(3,474
)  
2,132
   
(1,770
)
Comprehensive income
           
(30
)  
612
   
152
   
734
 
Repurchase of common stock
  
(1.846
)     
(132
)     
(107
)     
(239
)
Share-based benefit plans
  
0.382
      
128
            
128
 
Cash dividends declared ($0.40 per share)
              
(138
)     
(138
)
Distributions
                 
(157
)  
(157
)
Other
        
4
         
(9
)  
(5
)
                                                 
Balances, September 30, 2019
  
340.053
   
3
   
—
   
(461
)  
(3,107
)  
2,118
   
(1,447
)
Comprehensive income
           
1
   
1,071
   
202
   
1,274
 
Repurchase of common stock
  
(2.069
)     
(95
)     
(177
)     
(272
)
Share-based benefit plans
  
0.462
      
96
            
96
 
Cash dividends declared ($0.40 per share)
              
(138
)     
(138
)
Distributions
                 
(138
)  
(138
)
Other
        
(1
)        
61
   
60
 
                     
Balances, December 31, 2019
  
338.446
   
3
   
—
   
(460
)  
(2,351
)  
2,243
   
(565
)
Comprehensive income
           
(111
)  
581
   
117
   
587
 
Repurchase of common stock
  
(3.287
)     
35
      
(476
)     
(441
)
Share-based benefit plans
  
2.449
      
(33
)           
(33
)
Cash dividends declared ($0.43 per share)
              
(148
)     
(148
)
Distributions
                 
(154
)  
(154
)
Other
        
(2
)        
53
   
51
 
                     
Balances, March 31, 2020
  
337.608
  $
3
  $
—
  $
(571
) $
(2,394
) $
2,259
  $
(703
)
                     
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
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HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHSQUARTERS ENDED JUNE 30,MARCH 31, 2020 AND 2019 AND 2018
Unaudited
(Dollars in millions)
        
 
2019
  
2018
  
2020
  
2019
 
Cash flows from operating activities:
            
Net income
 $
2,108
  $
2,248
  $
698
  $
1,181
 
Adjustments to reconcile net income to net cash provided by operating activities:
            
Increase (decrease) in cash from operating assets and liabilities:
            
Accounts receivable
  
(174
)  
(233
)  
464
   
(369
)
Inventories and other assets
  
(231
)  
(200
)  
(196
)  
(174
)
Accounts payable and accrued expenses
  
(238
)  
31
   
(784
)  
(651
)
Depreciation and amortization
  
1,255
   
1,115
   
674
   
619
 
Income taxes
  
27
   
118
   
121
   
269
 
Gains on sales of facilities
  
(17
)  
(414
)
Losses (gains) on sales of facilities
  
(7
)  
1
 
Losses on retirement of debt
  
295
   
—
 
Amortization of debt issuance costs and discounts  
16
   
15
   
7
   
8
 
Share-based compensation
  
158
   
134
   
82
   
62
 
Other
  
67
   
51
   
21
   
28
 
            
Net cash provided by operating activities
  
2,971
   
2,865
   
1,375
   
974
 
            
Cash flows from investing activities:
            
Purchase of property and equipment
  
(1,745
)  
(1,574
)  
(853
)  
(781
)
Acquisition of hospitals and health care entities
  
(1,504
)  
(538
)  
(328
)  
(1,474
)
Disposal of hospitals and health care entities
  
41
   
799
 
Sales of hospitals and health care entities
  
35
   
30
 
Change in investments
  
59
   
23
   
(1
)  
36
 
Other
  
36
   
(25
)  
2
   
24
 
            
Net cash used in investing activities
  
(3,113
)  
(1,315
)  
(1,145
)  
(2,165
)
            
Cash flows from financing activities:
            
Issuances of long-term debt
  
6,451
   
—
   
2,700
   
1,500
 
Net change in revolving bank credit facilities
  
(3,040
)  
210
   
1,440
   
460
 
Repayment of long-term debt
  
(98
)  
(101
)  
(3,327
)  
(49
)
Distributions to noncontrolling interests
  
(247
)  
(185
)  
(154
)  
(136
)
Payment of debt issuance costs
  
(63
)  
(2
)  
(34
)  
(22
)
Payment of cash dividends
  
(278
)  
(245
)
Payment of dividends
  
(152
)  
(141
)
Repurchases of common stock
  
(520
)  
(893
)  
(441
)  
(278
)
Other
  
(135
)  
(192
)  
(141
)  
(118
)
            
Net cash provided by (used in) financing activities
  
2,070
   
(1,408
)
Net cash (used in) provided by financing activities
  
(109
)  
1,216
 
            
Effect of exchange rate changes on cash and cash equivalents
  
—
   
(6
)  
(11
)  
4
 
            
Change in cash and cash equivalents
  
1,928
   
136
   
110
   
29
 
Cash and cash equivalents at beginning of period
  
502
   
732
   
621
   
502
 
            
Cash and cash equivalents at end of period
 $
2,430
  $
868
  $
731
  $
531
 
              
Interest payments
 $
910
  $
873
  $
468
  $
580
 
Income tax payments, net
 $
523
  $
411
 
Income tax (refunds) payments, net
 $
(9
) $
10
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT 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 June 30, 2019,March 31, 2020, these affiliates owned and operated 184186 hospitals, 125123 freestanding surgery centers and provided extensive outpatient and ancillary services. HCA Healthcare, Inc.’s facilities are located in 21 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form
 10-Q
and Article 10 of Regulation
 S-X.
Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature.
The majority of our expenses are “costs of revenues” items. Costs that could be classified as general and administrative would include our corporate office costs, which were $94$96 million and $83$86 million for the quarters ended June 30,March 31, 2020 and 2019, and 2018, respectively, and $180 million and $164 million for the six months ended June 30, 2019 and 2018, respectively. Operating results for the quarter and six months ended June 30, 2019March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.2020. For further information, refer to the consolidated financial statements and footnotes thereto included in our annual report on Form
 10-K
for the year ended December 31, 2018.2019.
COVID-19 Pandemic
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 in the last two weeks of the first quarter of 2020 as various policies were implemented by federal, state and local governments in response to the
COVID-19
pandemic that have caused many people to remain at home and forced the closure of certain businesses, as well as suspended elective surgical procedures by health care facilities. We expect consolidated patient volumes and revenues to be negatively impacted until the effects of the pandemic begin to subside and the economy begins to stabilize.
Our response plan has multiple facets and continues to evolve as the pandemic unfolds. As a precautionary measure, we have taken steps to enhance our operational and financial flexibility, and react to the risks the
COVID-19
pandemic presents to our business, including the following:
Implemented certain cost reduction initiatives;
Suspended our authorized share repurchase program;
Suspended our quarterly dividend program;
Reduced certain planned projects and capital expenditures;
Executed a new $2 billion 364-day term loan facility (which was undrawn at March 31, 2020) to supplement our existing credit facilities;
 and
Subsequent to March 31, 2020, requested accelerated Medicare payments as provided for in the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act
.
7
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
COVID-19 Pandemic (continued)
We believe the extent of the
COVID-19
pandemic’s adverse impact on our operating results and financial condition will 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 scope and duration of
stay-at-home
policies and business closures, continued decreases in patient volumes for an indeterminable length of time, increases in the number of uninsured and underinsured patients as a result of accelerated 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 the length or severity of the impact of the pandemic on our business. Decreases in cash flows and results of operations may 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
.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 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. Our revenues for the six monthsquarters ended June 30,March 31, 2020 and 2019, respectively, include $55 million related to the settlement of Medicare outlier calculations for prior periods and $86 million related to the resolution of transaction price differences regarding certain
out-of-network
services performed in prior periods. Management continually reviews the
7
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenues (continued)
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 allowancesadjustments 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
self-pay
these revenues at the estimated amounts we expect to collect. Patients treated at our hospitals for non-elective care, who have income at or below 400% of the federal poverty level, are eligible for charity care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. Our revenues fromby primary third-party payerspayer classification and others (including uninsured patients) for the quarters and six months ended June 30, 2019 and 2018 are summarized in the following table (dollars in millions):
                 
 
Quarter
 
 
2019
  
Ratio
  
2018
  
Ratio
 
Medicare
 $
2,635
   
20.9
% $
2,425
   
21.0
%
Managed Medicare
  
1,595
   
12.7
   
1,345
   
11.7
 
Medicaid
  
416
   
3.3
   
357
   
3.1
 
Managed Medicaid
  
554
   
4.4
   
586
   
5.1
 
Managed care and insurers
  
6,425
   
50.9
   
5,993
   
51.9
 
International (managed care and insurers)
  
284
   
2.3
   
295
   
2.6
 
Other
  
693
   
5.5
   
528
   
4.6
 
                 
Revenues
 $
12,602
   
100.0
% $
11,529
   
100.0
%
                 
                 
 
Six Months
 
 
2019
  
Ratio
  
2018
  
Ratio
 
Medicare
 $
5,405
   
21.5
% $
4,949
   
21.6
%
Managed Medicare
  
3,184
   
12.7
   
2,744
   
12.0
 
Medicaid
  
763
   
3.0
   
638
   
2.8
 
Managed Medicaid
  
1,167
   
4.6
   
1,147
   
5.0
 
Managed care and insurers
  
12,851
   
51.1
   
12,055
   
52.5
 
International (managed care and insurers)
  
581
   
2.3
   
600
   
2.6
 
Other
  
1,168
   
4.8
   
819
   
3.5
 
                 
Revenues
 $
25,119
   
100.0
% $
22,952
   
100.0
%
                 
8
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenues (continued)
other (including uninsured patients) for the quarters ended March 31, 2020 and 2019 are summarized in the following table (dollars in millions):
                 
 
2020
  
Ratio
  
2019
  
Ratio
 
Medicare
 $
2,743
   
21.3
% $
2,770
   
22.1
%
Managed Medicare
  
1,826
   
14.2
   
1,589
   
12.7
 
Medicaid
  
414
   
3.2
   
347
   
2.8
 
Managed Medicaid
  
666
   
5.2
   
613
   
4.9
 
Managed care and insurers
  
6,645
   
51.6
   
6,426
   
51.4
 
International (managed care and insurers)
  
292
   
2.3
   
297
   
2.4
 
Other
  
275
   
2.2
   
475
   
3.7
 
                 
Revenues
 $
12,861
   
100.0
% $
12,517
   
100.0
%
                 
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 quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018 follows (dollars in millions):
                 
 
Quarter
  
Six Months
 
 
2019
  
2018
  
2019
  
2018
 
Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization)
 $
10,953
  $
9,871
  $
21,559
  $
19,738
 
Cost-to-charges
ratio (patient care costs as percentage of gross patient charges)
  
12.2
%  
12.6
%  
12.0
%  
12.5
%
Total uncompensated care
 $
7,695
  $
6,486
  $
14,780
  $
12,738
 
Multiply by the
cost-to-charges
ratio
  
12.2
%  
12.6
%  
12.0
%  
12.5
%
                 
Estimated cost of total uncompensated care
 $
938
  $
817
  $
1,774
  $
1,592
 
                 
         
 
2020
  
2019
 
Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization)
 $
11,342
  $
10,606
 
Cost-to-charges
ratio (patient care costs as percentage of gross patient charges)
  
11.9
%  
11.8
%
Total uncompensated care
 $
7,873
  $
7,085
 
Multiply by the
cost-to-charges
ratio
  
11.9
%  
11.8
%
         
Estimated cost of total uncompensated care
 $
937
  $
836
 
         
 
 
 
 
Total uncompensated care as a percentage of the sum of revenues and total uncompensated care was 37.9% and 36.0% for the quarters ended June 30, 2019 and 2018, respectively, and 37.0% and 35.7% for the six months ended June 30, 2019 and 2018, respectively. The total uncompensated care amounts include charity care of $3.311$3.735 billion and $1.977$2.905 billion, and the related estimated costs of charity care were $403$444 million and $249$343 million, for the quarters ended June 30,March 31, 2020 and 2019, and 2018, respectively, and $6.216 billion and $3.856 billion, and the related estimated costs of charity care were $746 million and $482 million, for the six months ended June 30, 2019 and 2018, respectively.
ReclassificationsRecent Pronouncements
During March 2020, the Securities and Exchange Commission adopted final rules that amend the financial disclosure requirements in Regulation S-X for subsidiary issuers and guarantors of registered debt securities and for affiliates whose securities are pledged as collateral for registered securities. The new rules are effective January 2021, but earlier compliance is permitted, and we have elected to adopt the new rules effective for the quarter ended March 31, 2020. The new rules permit alternative disclosures of summarized financial information, rather than our previous footnote presentation of condensed consolidating financial statements. The summarized financial information for subsidiary issuers and guarantors may be presented on a combined basis and the periods for which the summarized financial information must be provided has been reduced from all periods presented in the Company’s condensed consolidated financial statements to the most recent fiscal year and applicable
year-to-date
interim period. The new rules permit the summarized financial information and related disclosures to be presented outside of the Company’s condensed consolidated financial statements and accompanying notes.
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Pronouncements (continued)
We are providing the summarized financial information and related disclosures in management’s discussion and analysis included in Item 2 of this Form 10-Q.
The new rules also amend the requirement that a registrant file financial statements of an affiliate whose securities constitute a substantial portion of the collateral for a class of registered securities, and replace it with a requirement to present summarized financial information for the applicable affiliate to the extent material. The new rules provide for the continued application of Rule 3-16 of Regulation S-X for registered securities issued prior to January 4, 2021 where financial statements have not previously been filed under Rule 3-16 for affiliates whose securities are pledged as collateral for such registered securities, including in situations such as ours where the indentures governing such securities include Rule 3-16 collateral release provisions. We are therefore not providing summarized financial information with respect to affiliates whose securities are pledged as collateral for our outstanding senior secured notes.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
NOTE 2 — ACQUISITIONS AND DISPOSITIONS
During the six monthsquarter ended June 30, 2019,March 31, 2020, we paid $1.397 billion$328 
million to acquire a
seven
-hospital health systemhospital in North CarolinaNew Hampshire and $107 million to acquire other nonhospital health care entities. During the six months ended June 30, 2018, we paid $360 million to acquire a hospital facility and $178 million to acquire other nonhospital health care entities.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, including the value of the noncontrolling interests, in excess of the fair value of identifiable net assets of these acquired entities aggregated $201 
$
296
million for the six monthsquarter ended June 30, 2019.March 31, 2020.
During the quarter ended March 
31
,
2019
, we paid $
1.398
 billion to acquire a
7
-hospital health system in North Carolina and $
76
million to acquire other nonhospital health care entities. 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 the six monthsquarter ended June 30,March 31, 2020, we received proceeds of $35 million and recognized a pretax gain of $7 million related to sales of real estate and other investments. During the quarter ended March 31, 2019, we received proceeds of $25 million and recognized a net pretax loss of $1 million related to a sale of a hospital facility in one of our Louisiana markets. During the six monthsquarter ended June 30,March 31, 2019, we also received proceeds of $16 million and recognized a net pretax gain of $18$5 million related to sales of real estate and other investments. During the six months ended June 30, 2018, we received proceeds of $758 million and recognized a net pretax gain of $372 million related to the sale of the two hospital facilities in our Oklahoma market. During the six months ended June 30, 2018, we also received 
proceeds of $41 million and recognized a net pretax gain of $42 million related to sales of real estate and other investments.
9
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3 — INCOME TAXES
Our provision for income taxes for the quarters ended June 30,March 31, 2020 and 2019 and 2018 was $271$112 million and $272$279 million, respectively, and the effective tax rates were 25.7% and 24.9%, respectively. Our provision for income taxes for the six months ended June 30, 2019 and 2018 was $550 million and $529 million, respectively, and the effective tax rates were 23.2%16.2% and 21.2%, respectively. Our provision for income taxes included tax benefits related to the settlement of employee equity awards of $
4
$53 million and $49 million for each of the quarters ended June 30,March 31, 2020 and 2019, and 2018, and $
53
 million and $96 million for the six months ended June 30, 2019 and 2018, respectively.
Our liability for unrecognized tax benefits was $510$525 million, including accrued interest of $60$65 million, as of June 30, 2019March 31, 2020 ($435550 million and $48$62 million, respectively, as of December 31, 2018)2019). Unrecognized tax benefits of $153$158 million ($137160 million as of December 31, 2018)2019) would affect the effective rate, if recognized.
10
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3 — INCOME TAXES (continued)
The Internal Revenue Service beganwas conducting an examination of the Company’s 2016, 2017 and 20172018 federal income tax returns during 2019.at March 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.
NOTE 4 — 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 equity awards and potential shares, computed using the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per share for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018 (dollars and shares in millions, except per share amounts):
                 
 
Quarter
  
Six Months
 
 
2019
  
2018
  
2019
  
2018
 
Net income attributable to HCA Healthcare, Inc.
 $
783
  $
820
  $
1,822
  $
1,964
 
                 
Weighted average common shares outstanding
  
342.170
   
348.615
   
342.513
   
349.726
 
Effect of dilutive incremental shares
  
6.203
   
6.424
   
6.821
   
7.662
 
                 
Shares used for diluted earnings per share
  
348.373
   
355.039
   
349.334
   
357.388
 
                 
Earnings per share:
            
Basic earnings
 $
2.29
  $
2.35
  $
5.32
  $
5.62
 
Diluted earnings
 $
2.25
  $
2.31
  $
5.22
  $
5.50
 
         
 
2020
  
2019
 
Net income attributable to HCA Healthcare, Inc.
 $
581
  $
1,039
 
Weighted average common shares outstanding
  
338.242
   
342.876
 
Effect of dilutive incremental shares
  
5.854
   
7.440
 
         
Shares used for diluted earnings per share
  
344.096
   
350.316
 
         
Earnings per share:
      
Basic earnings
 $
1.72
  $
3.03
 
Diluted earnings
 $
1.69
  $
2.97
 
 
 
 
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5 — INVESTMENTS OF INSURANCE SUBSIDIARIES
A summary of our insurance subsidiaries’ investments at June 30, 2019March 31, 2020 and December 31, 20182019 follows (dollars in millions):
                
 
June 30, 2019
  
March 31, 2020
 
 
Amortized
Cost
  
Unrealized
Amounts
  
Fair
Value
   
Amortized
Cost
  
Unrealized
Amounts
  
Fair
Value
 
 
Gains
  
Losses
  
Gains
  
Losses
 
Debt securities
 $
334
  $
17
  $
—
  $
351
  $
371
  $  $
(2
) $
384
 
Money market funds and other
  
104
   
—
   
—
   
104
   
54
   
—
   
—
   
54
 
                        
 $
438
  $
17
  $
—
   
455
  $
425
  $
15
  $
(2
)  
438
 
                         
Amounts classified as current assets
           
(113
)           
(113
)
                  
Investment carrying value
          $
342
           $
325
 
                   
 
 
 
11
                 
 
December 31, 2018
 
 
Amortized
Cost
  
Unrealized
Amounts
  
Fair
Value
  
 
Gains
  
Losses
  
Debt securities
 $
338
  $
5
  $
(2
) $
341
 
Money market funds and other
  
68
   
—
   
—
   
68
 
                 
 $
406
  $
5
  $
(2
)  
409
 
                 
Amounts classified as current assets
           
(47
)
                 
Investment carrying value
          $
362
 
                 
Table of Contents
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued)
                 
 
December 31, 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
 
                 
 
 
 
At June 30, 2019March 31, 2020 and December 31, 2018,2019, the investments in debt securities of our insurance subsidiaries were classified as
“available-for-sale.”
Changes in temporary unrealized gains and losses that are not credit-related are recorded as adjustments to other comprehensive income (loss).
Scheduled maturities of investments in debt securities at June 30, 2019March 31, 2020 were as follows (dollars in millions):
    
 
Amortized
Cost
  
Fair
Value
  
Amortized
Cost
  
Fair
Value
 
Due in one year or less
 $
3
  $
3
  $
9
  $
9
 
Due after one year through five years
  
74
   
77
   
100
   
103
 
Due after five years through ten years
  
192
   
203
   
188
   
195
 
Due after ten years
  
65
   
68
   
74
   
77
 
            
 $
334
  $
351
  $
371
  $
384
 
              
The average expected maturity of the investments in debt securities at June 30, 2019March 31, 2020 was 5.85.4 years, compared to the average scheduled maturity of 10.110.2 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.
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6 — 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 two partiesus 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.
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6 — FINANCIAL INSTRUMENTS (continued)
Interest Rate Swap Agreements (continued)
The following table sets forth our interest rate swap agreements, which have been designated as cash flow hedges, at June 30, 2019March 31, 2020 (dollars in millions):
             
 
Notional
Amount
  
Maturity Date
  
Fair
Value
 
Pay-fixed
interest rate swaps
 $
2,000
   
December 2021
  $
7
 
Pay-fixed
interest rate swaps
  
500
   
December 2022
   
(7
)
 
Notional
Amount
  
Maturity Date
  
Fair
Value
 
Pay-fixed
interest rate swaps
 $
2,000
   
December 2021
  $
(41
)
Pay-fixed
interest rate swaps
  
500
   
December 2022
   
(24
)
During the next 12 months, we estimate $7$31 million will be reclassified from other comprehensive income (“OCI”) and will reducebe included in interest expense.
Derivatives — Results of Operations
The following table presents the effect of our interest rate swaps on our results of operations for the six monthsquarter ended June 30, 2019March 31, 2020 (dollars in millions):
      
Derivatives in Cash Flow Hedging Relationships
 
Amount of Loss
Recognized in OCI on
Derivatives, Net of Tax
  
Location of Gain
Reclassified from
Accumulated OCI
into Operations
  
Amount of Gain
Reclassified from
Accumulated OCI
into Operations
  
Amount of Loss
Recognized in OCI on
Derivatives, Net of Tax
  
Location of Gain
Reclassified from
Accumulated OCI
into Operations
  
Amount of Gain
Reclassified from
Accumulated OCI
into Operations
 
Interest rate swaps
 $
40
   
Interest expense
  $
11
  $
46
   
Interest expense
  $
1
 
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 March 31, 2020, we have not been required to post any collateral related to these agreements. If we had breached these provisions at March 31, 2020, we would have been required to settle our obligations under the agreements at their aggregate, estimated termination value of $66 million.
NOTE 7 — 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
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
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 
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
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.
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.
Although we determined the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. We assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions, and at June 30, 2019 and December 31, 2018, we determined the credit valuation adjustments were not significant to the overall valuation of our derivatives.
The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of June 30, 2019March 31, 2020 and December 31, 2018,2019, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):
        
 
June 30, 2019
  
March 31, 2020
 
   
Fair Value Measurements Using
    
Fair Value Measurements Using
 
 
Fair Value
  
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  
Significant Other
Observable Inputs
(Level 2)
  
Significant
Unobservable Inputs
(Level 3)
  
Fair Value
  
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
 $
351
  $
—
  $
351
  $
—
  $
384
  $
—
  $
384
  $
—
 
Money market funds and other
  
104
   
104
   
—
   
—
   
54
   
54
   
—
   
—
 
                        
Investments of insurance subsidiaries
  
455
   
104
   
351
   
—
   
438
   
54
   
384
   
—
 
Less amounts classified as current assets
  
(113
)  
(103
)  
(10
)  
—
   
(113
)  
(53
)  
(60
)  
—
 
                        
 $
342
   
1
  $
341
  $
—
  $
325
  $
1
  $
324
  $
—
 
                            
Liabilities:
            
Interest rate swaps (Income taxes and other liabilities)
 $
 65
  $
—
  $
65
  $
—
 
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
                 
 
December 31, 2018
 
   
Fair Value Measurements Using
 
 
Fair Value
  
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  
Significant Other
Observable Inputs
(Level 2)
  
Significant
Unobservable Inputs
(Level 3)
 
Investments of insurance subsidiaries:
            
Debt securities
 $
341
  $
—
  $
341
  $
—
 
Money market funds and other
  
68
   
68
   
—
   
—
 
                 
Investments of insurance subsidiaries
  
409
   
68
   
341
   
—
 
Less amounts classified as current assets
  
(47
)  
(47
)  
—
   
—
 
                 
 $
362
  $
21
  $
341
  $
—
 
                 
Interest rate swaps (Other)
 $
63
  $
—
  $
63
  $
—
 
 
December 31, 2019
 
   
Fair Value Measurements Using
 
 
Fair Value
  
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
  $
—
 
The estimated fair value of our long-term debt was $38.773$35.548 billion and $32.887$37.026 billion at June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively, compared to carrying amounts, excluding debt issuance costs
and discounts,
, aggregating $36.445$35.119 billion and $32.978$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 8 — LONG-TERM DEBT
A summary of long-term debt at June 30, 2019March 31, 2020 and December 31, 2018,2019, including related interest rates at June 30, 2019,March 31, 2020, follows (dollars in millions):
         
 
June 30,
2019
  
December 31,
2018
 
Senior secured asset-based revolving credit facility
 $
—
  $
3,040
 
Senior secured revolving credit facility
  
—
   
—
 
Senior secured term loan facilities (effective interest rate of 3.6%)
  
3,752
   
3,801
 
Senior secured notes (effective interest rate of 5.4%)
  
18,800
   
13,800
 
Other senior secured debt (effective interest rate of 5.5%)
  
641
   
585
 
         
Senior secured debt
  
23,193
   
21,226
 
Senior unsecured notes (effective interest rate of 6.3%)
  
13,252
   
11,752
 
Debt issuance costs and discounts  
(252
)  
(157
)
         
Total debt (average life of 8.2 years, rates averaging 5.5%)
  
36,193
   
32,821
 
Less amounts due within one year
  
2,073
   
788
 
         
 
$
 
34,120
  $
32,033
 
         
 
March 31,
2020
  
December 31,
2019
 
Senior secured asset-based revolving credit facility (effective interest rate of 2.1%)
 $
3,750
  $
2,480
 
Senior secured revolving credit facility (effective interest rate of 2.2%)
  
170
   
—
 
Senior secured 364-day term loan facility
  
—
   
—
 
Senior secured term loan facilities (effective interest rate of 3.0%)
  
3,711
   
3,725
 
Senior secured notes (effective interest rate of 5.1%)
  
13,850
   
13,850
 
Other senior secured debt (effective interest rate of 5.2%)
  
686
   
654
 
         
Senior secured debt
  
22,167
   
20,709
 
Senior unsecured notes (effective interest rate of 5.5%)
  
12,952
   
13,252
 
Debt issuance costs and discounts
  
(258
)  
(239
)
         
Total debt (average life of 8.8 years, rates averaging 4.7%)
  
34,861
   
33,722
 
Less amounts due within one year
  
162
   
145
 
         
 $
34,699
  $
33,577
 
         
During January 2019, we issued $1.500 billion aggregate principal amount of senior unsecured notes comprised of $1.000 billion aggregate principal amount of 5.875% notes due 2029 and $500 million aggregate principal amount of 5.625% notes due 2028. We used the net proceeds to fund the purchase of a seven-hospital health system located in western North Carolina.
During June 2019, we issued $5.000 billion aggregate principal amount of senior secured notes comprised of $2.000 billion aggregate principal amount of 4 1/8% notes due 2029, $1.000 billion aggregate principal amount of 5 1/8% notes due 2039 and $2.000 
billion aggregate principal amount of
 5 1/4
% notes due 2049.
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8 — LONG-TERM DEBT (continued)
During June 2019,February 2020, we used the proceeds to temporarily reduce the balance under the asset-based revolving credit facility. During July 2019, we redeemed all $600 million outstandingissued $2.700 billion aggregate principal amount of 4.25%3.50% senior secured notes due 2019,2030. During March 2020, we used the net proceeds for the redemption of all $3.000$1.000 billion outstanding aggregate principal amount of 6.50%HCA Healthcare, Inc.’s 6.25% senior secured notes due 20202021 and, together with available funds, for the redemption of all $1.350$2.000 billion outstanding aggregate principal amount of 5.875%HCA Inc.’s 7.50% senior secured notes due 2022. Pretax lossesThe pretax loss on retirement of debt totaling $211 millionwas $295 million.
In response to the risks the
COVID-19
pandemic presents to our business, during
March 2020, we entered into a credit agreement that provides for these redemptionsa
 364-day
 secured term loan facility for an aggregate principal amount of up to $2.000 billion. The facility will be recognized duringmature in March 2021. If drawn, amounts outstanding under the quarter ending September 30, 2019.credit agreement will bear interest at either (i) the LIBOR rate plus 2.50% or (ii) an alternate base rate as defined in the credit agreement. As of March 31, 2020
there were no amounts outstanding nor draw notices pending under the facility.
NOTE 9 — 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. Prior period financial statement amounts and disclosures have not been adjusted to reflect the provisions of the new standard. We elected the package of transition provisions available which allowed us to carryforward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs.
We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related
right-of-use
assets and
right-of-use
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 based on information available at lease commencement, as most of our leases do not provide a readily determinable implicit interest rate.
The following table presents our lease-related assets and liabilities at June 30, 2019 (dollars in millions):
         
 
Balance Sheet Classification
  
June 30, 2019
 
Assets:
      
Operating leases
  
Right-of-use
 operating lease assets
  $
1,787
 
Finance leases
  
Property and equipment
   
598
 
         
Total lease assets
    $
2,385
 
         
Liabilities:
      
Current:
      
Operating leases
  
Other accrued expenses
  $
339
 
Finance leases
  
Long-term debt due within one year
   
90
 
Noncurrent:
      
Operating leases
  
Right-of-use
 operating lease obligations
   
1,460
 
Finance leases
  
Long-term debt
   
447
 
         
Total lease liabilities
    $
2,336
 
         
Weighted-average remaining term:
      
Operating leases
     
11.5 years
 
Finance leases
     
9.9 years
 
Weighted-average discount rate:
      
Operating leases(1)
     
5.5
%
Finance leases
     
6.2
%
 
 
(1)Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9 — LEASES (continued)
The following table presents certain information related to lease expense for finance and operating leases for the quarter and six months ended June 30, 2019 (dollars in millions):
         
 
2019
 
 
Quarter
  
Six
Months
 
Finance lease expense:
      
Amortization of leased assets
 $
20
  $
37
 
Interest on lease liabilities
  
9
   
15
 
Operating leases(2)
  
99
   
193
 
Short-term lease expense(2)
  
75
   
153
 
Variable lease expense(2)
  
35
   
74
 
         
 $
238
  $
472
 
         
(2)Expenses are included in “other operating expenses” in our condensed consolidated income statements.
Other Information
The following table presents supplemental cash flow information for the six months ended June 30, 2019 (dollars in millions):
2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$ 
267
Operating cash flows for finance leases
15
Financing cash flows for finance leases
37
Maturities of Lease Liabilities
The following table reconciles the undiscounted cash flows to the finance lease liabilities and operating lease liabilities recorded on the balance sheet at June 30, 2019 (dollars in millions):
         
 
Operating
Leases
  
Finance
Leases
 
Year 1
 $400  $115 
Year 2
  375   102 
Year 3
  282   99 
Year 4
  223   62 
Year 5
  174   60 
Thereafter  1,210   293 
         
Total minimum lease payments  2,664   731 
Less: amount of lease payments representing interest  (865)  (194)
         
Present value of future minimum lease payments  1,799   537 
Less: current obligations under leases  (339)  (90)
         
Long-term lease obligations $1,460  $447 
         
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10 — 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.
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 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 CMS 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. We believe that our participation is and has been consistent with the requirements of the Program. 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,
lawsuit. The Company believes that our participation is and the Company has not yet been servedconsistent with the complaint.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.
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1110 — SHARE REPURCHASESREPURCHASE TRANSACTIONS AND OTHER COMPREHENSIVE LOSS
During January 2020 and 2019, our Board of Directors authorized a share repurchase programprograms for up to $2$4 billion ($2 billion for each authorization) of our outstanding common stock. During the six monthsquarter ended June 30, 2019,March 31, 2020, we repurchased 4.0343.287 million shares of our common stock at an average price of $128.88$134.18 per share through market purchases pursuant to the $2.0 billion share repurchase program authorized during October 2017 (which was completed during 2019) and the $2.0 billion share repurchase program authorized during January 2019. At June 30, 2019,March 31, 2020, we had $1.753$2.800 billion of repurchase authorization available under the January 2019 authorization.and 2020 authorizations.
In response to the risks the
COVID-19
pandemic presents to our business, during March 2020, we announced the suspension of our share repurchase programs and expect to evaluate the resumption of the programs at a future date.
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, 2018
 $
3
  $
(283
) $
(148
) $
47
  $
(381
)
Unrealized gains on
available-for-sale
securities, net of $3 of income taxes
  
11
   
—
   
—
   
—
   
11
 
Foreign currency translation adjustments, net of $1 income tax benefit
  
—
   
(17
)  
—
   
—
   
(17
)
Change in fair value of derivative instruments, net of $12 income tax benefits
  
—
   
—
   
—
   
(40
)  
(40
)
Expense (income) reclassified into operations from other comprehensive income, net of $2 income tax benefits and $2 of income taxes, respectively
  
—
   
—
   
5
   
(9
)  
(4
)
                     
Balances at June 30, 2019
 $
14
  $
(300
) $
(143
) $
(2
) $
(431
)
                     
 
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, 2019
 $
14
  $
(283
) $
(187
) $
(4
) $
(460
)
Unrealized losses on
available-for-sale
securities, net of $1 income tax benefit
  
(4
)           
(4
)
Foreign currency translation adjustments, net of $9 income tax benefit
     
(64
)        
(64
)
Change in fair value of derivative instruments, net of $14 income tax benefit
           
(46
)  
(46
)
Expense (income) reclassified into operations from other comprehensive income, net of $1 income tax benefit and $1 of income taxes, respectively
        
3
   
—
   
3
 
                     
Balances at March 31, 2020
 $
10
  $
(347
) $
(184
) $
(50
) $
(571
)
                     
NOTE 1211 — SEGMENT AND GEOGRAPHIC INFORMATION
We operate in one line of business, which is operating hospitals and related health care entities. We operate in
two
2 geographically organized groups: the National and American Groups. The National Group includes 9596 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 includes 8384 hospitals located in Colorado, northern Georgia, Kansas, southern Kentucky, Louisiana, Mississippi, Missouri, Tennessee and Texas. We also operate
six
6 hospitals in England, and these facilities are included in the Corporate and
other group.
Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, gainslosses (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
17
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 11 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
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 and depreciation and amortization for the quarters ended March 31, 2020 and 2019 are summarized in the following table (dollars in millions):
         
 
2020
  
2019
 
Revenues:
      
National Group
 $
6,474
  $
6,317
 
American Group
  
5,744
   
5,595
 
Corporate and other
  
643
   
605
 
         
 $
12,861
  $
12,517
 
         
Equity in earnings of affiliates:
      
National Group
 $
1
  $
(2
)
American Group
  
(9
)  
(11
)
Corporate and other
  
1
   
2
 
         
 $
(7
) $
(11
)
         
Adjusted segment EBITDA:
      
National Group
 $
1,215
  $
1,454
 
American Group
  
1,115
   
1,141
 
Corporate and other
  
(130
)  
(54
)
         
 $
2,200
  $
2,541
 
         
Depreciation and amortization:
      
National Group
 $
306
  $
265
 
American Group
  
287
   
281
 
Corporate and other
  
81
   
73
 
         
 $
674
  $
619
 
         
Adjusted segment EBITDA
 $
2,200
  $
2,541
 
Depreciation and amortization
  
674
   
619
 
Interest expense
  
428
   
461
 
Losses (gains) on sales of facilities
  
(7
)  
1
 
Losses on retirement of debt
  
295
   
—
 
         
Income before income taxes
 $
810
  $
1,460
 
         
18
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)SUBSEQUENT EVENT
S
depreciation and amortization
Subsequent to March 31, 2020, the Company requested accelerated Medicare payments as provided for in the quarters andCARES Act, which allows for eligible health care facilities to request up to six months ended June 30, 2019of advance Medicare payments for acute care hospitals or up to three months of advance Medicare payments for other health care providers. After 120 days past receipt of the advance payment, claims for services provided to Medicare beneficiaries will be applied against the advance payment balance. Any unapplied advance payment amounts must be paid in full within one year from receipt of the advance payments for acute care hospitals and 2018 are summarizedwithin 210 days for other health care providers. During April 2020, the Company received approximately 
$4.3
billion from these accelerated Medicare payment requests.
In April 2020 the Company received
approximately $900 million
based on the expected allocation methodology of the first
$50
billion distributed from the CARES Act Provider Relief Fund. Further allocation of the funds provided for in the following table (dollarsCARES Act may be received in millions):future periods. However, we are not able to estimate the amount of additional funds we may receive. These government payments are currently expected to be recognized in our operations during the second quarter of 2020 and will not be subject to repayment, provided the Company is able to attest to and comply with the terms and conditions of the funding.
 
Quarter
  
Six Months
 
 
2019
  
2018
  
2019
  
2018
 
Revenues:
            
National Group
 $
6,444
  $
5,609
  $
12,761
  $
11,177
 
American Group
  
5,626
   
5,390
   
11,221
   
10,717
 
Corporate and other
  
532
   
530
   
1,137
   
1,058
 
                 
 $
12,602
  $
11,529
  $
25,119
  $
22,952
 
                 
Equity in earnings of affiliates:
            
National Group
 $
(3
) $
(2
) $
(5
) $
(4
)
American Group
  
(11
)  
(10
)  
(22
)  
(19
)
Corporate and other
  
6
   
5
   
8
   
7
 
                 
 $
(8
) $
(7
) $
(19
) $
(16
)
                 
Adjusted segment EBITDA:
            
National Group
 $
1,364
  $
1,284
  $
2,818
  $
2,466
 
American Group
  
1,117
   
1,147
   
2,258
   
2,178
 
Corporate and other
  
(188
)  
(204
)  
(242
)  
(299
)
                 
 $
2,293
  $
2,227
  $
4,834
  $
4,345
 
                 
Depreciation and amortization:
            
National Group
 $
283
  $
232
  $
548
  $
457
 
American Group
  
270
   
255
   
551
   
507
 
Corporate and other
  
83
   
75
   
156
   
151
 
                 
 $
636
  $
562
  $
1,255
  $
1,115
 
                 
Adjusted segment EBITDA
 $
2,293
  $
2,227
  $
4,834
  $
4,345
 
Depreciation and amortization
  
636
   
562
   
1,255
   
1,115
 
Interest expense
  
477
   
436
   
938
   
867
 
Gains on sales of facilities
  
(18
)  
(9
)  
(17
)  
(414
)
                 
Income before income taxes
 $
1,198
  $
1,238
  $
2,658
  $
2,777
 
                 
Further legislation enacted on April 24, 2020 provides for an additional $75 billion in emergency appropriations to eligible providers for
COVID-19
response. Recipients will not be required to repay the government for funds received, provided they comply with terms and conditions, which have not yet been finalized.
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
HCA Healthcare, Inc. has $1.000 billion aggregate principal amount of 6.250% senior unsecured notes due 2021 outstanding. These notes are senior unsecured obligations and are not guaranteed by any of our subsidiaries.
HCA Inc., a direct wholly-owned subsidiary of HCA Healthcare, Inc., is the obligor under a significant portion of our other indebtedness, including our senior secured credit facilities, senior secured notes and senior unsecured notes (other than the senior unsecured notes issued by HCA Healthcare, Inc.). The senior secured notes and senior unsecured notes issued by HCA Inc. are fully and unconditionally guaranteed by HCA Healthcare, Inc. 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 dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our senior secured asset-based revolving credit facility).
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
Our summarized condensed consolidating comprehensive income statements for the quarters and six months ended June 30, 2019 and 2018, condensed consolidating balance sheets at June 30, 2019 and December 31, 2018 and condensed consolidating statements of cash flows for the six months ended June 30, 2019 and 2018, segregating HCA Healthcare, Inc. issuer, HCA Inc. issuer, the subsidiary guarantors, the subsidiary
non-guarantors
and eliminations, follow:
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT
FOR THE QUARTER ENDED JUNE 30, 2019
(Dollars in millions)
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
Revenues
 $
—
  $
—
  $
7,129
  $
5,473
  $
—
  $
12,602
 
                         
Salaries and benefits
  
—
   
—
   
3,199
   
2,638
   
—
   
5,837
 
Supplies
  
—
   
—
   
1,189
   
929
   
—
   
2,118
 
Other operating expenses
  
1
   
—
   
1,157
   
1,204
   
—
   
2,362
 
Equity in earnings of affiliates
  
(822
)  
—
   
(1
)  
(7
)  
822
   
(8
)
Depreciation and amortization
  
—
   
—
   
354
   
282
   
—
   
636
 
Interest expense (income)
  
16
   
1,010
   
(511
)  
(38
)  
—
   
477
 
Gains on sales of facilities
  
—
   
—
   
(8
)  (10)  
—
   
(18
)
Management fees
  
—
   
—
   
(205
)  
205
   
—
   
—
 
                         
  
(805
)  
1,010
   
5,174
   
5,203
   
822
   
11,404
 
                         
Income (loss) before income taxes
  
805
   
(1,010
)  
1,955
   
270
   
(822
)  
1,198
 
Provision (benefit) for income taxes
  
22
   
(235
)  
450
   
34
   
—
   
271
 
                         
Net income (loss)
  
783
   
(775
)  
1,505
   
236
   
(822
)  
927
 
Net income attributable to noncontrolling interests
  
—
   
—
   
21
   
123
   
—
   
144
 
                         
Net income (loss) attributable to HCA Healthcare, Inc.
 $
783
  $
(775
) $
1,484
  $
113
  $
(822
) $
783
 
                         
Comprehensive income (loss) attributable to HCA Healthcare, Inc.
 $
726
  $
(806
) $
1,487
  $
84
  $
(765
) $
726
 
                         
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT
FOR THE QUARTER ENDED JUNE 30, 2018
(Dollars in millions)
                         
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
Revenues
 $
—
  $
—
  $
6,774
  $
4,755
  $
—
  $
11,529
 
                         
Salaries and benefits
  
—
   
—
   
3,025
   
2,249
   
—
   
5,274
 
Supplies
  
—
   
—
   
1,127
   
790
   
—
   
1,917
 
Other operating expenses
  
4
   
—
   
1,122
   
992
   
—
   
2,118
 
Equity in earnings of affiliates
  
(852
)  
—
   
(1
)  
(6
)  
852
   
(7
)
Depreciation and amortization
  
—
   
—
   
329
   
233
   
—
   
562
 
Interest expense (income)  
16
   
867
   
(389
)  
(58
)  
—
   
436
 
Losses (gains) on sales of facilities
  
—
   
—
   
23
   
(32
)  
—
   
(9
)
Management fees
  
—
   
—
   
(157
)  
157
   
—
   
—
 
                         
  
(832
)  
867
   
5,079
   
4,325
   
852
   
10,291
 
                         
                         
Income (loss) before income taxes
  
832
   
(867
)  
1,695
   
430
   
(852
)  
1,238
 
Provision (benefit) for income taxes
  
12
   
(201
)  
389
   
72
   
—
   
272
 
                         
Net income (loss)
  
820
   
(666
)  
1,306
   
358
   
(852
)  
966
 
Net income attributable to noncontrolling interests
  
—
   
—
   
22
   
124
   
—
   
146
 
                         
Net income (loss) attributable to HCA Healthcare, Inc.
 $
820
  $
(666
) $
1,284
  $
234
  $
(852
) $
820
 
                         
Comprehensive income (loss) attributable to HCA Healthcare, Inc.
 $
756
  $
(656
) $
1,287
  $
157
  $
(788
) $
756
 
                         
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2019
(Dollars in millions)
                         
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
Revenues
 $
—
  $
—
  $
14,353
  $
10,766
  $
—
  $
25,119
 
                         
Salaries and benefits
  
—
   
—
   
6,336
   
5,148
   
—
   
11,484
 
Supplies
  
—
   
—
   
2,366
   
1,793
   
—
   
4,159
 
Other operating expenses
  
3
   
—
   
2,303
   
2,355
   
—
   
4,661
 
Equity in earnings of affiliates
  
(1,848
)  
—
   
(3
)  
(16
)  
1,848
   
(19
)
Depreciation and amortization
  
—
   
—
   
709
   
546
   
—
   
1,255
 
Interest expense (income)
  
32
   
2,005
   
(984
)  
(115
)  
—
   
938
 
Gains on sales of facilities
  
—
   
—
   
(7
)  
(10
)  
—
   
(17
)
Management fees
  
—
   
—
   
(376
)  
376
   
—
   
—
 
                         
  
(1,813
)  
2,005
   
10,344
   
10,077
   
1,848
   
22,461
 
                         
                         
Income (loss) before income taxes
  
1,813
   
(2,005
)  
4,009
   
689
   
(1,848
)  
2,658
 
Provision (benefit) for income taxes
  
(9
)  
(466
)  
922
   
103
   
—
   
550
 
                         
Net income (loss)
  
1,822
   
(1,539
)  
3,087
   
586
   
(1,848
)  
2,108
 
Net income attributable to noncontrolling interests
  
—
   
—
   
41
   
245
   
—
   
286
 
                         
Net income (loss) attributable to HCA    Healthcare, Inc.
 $
1,822
  $
(1,539
) $
3,046
  $
341
  $
(1,848
) $
1,822
 
                         
Comprehensive income (loss) attributable to HCA Healthcare, Inc.
 $
1,772
  $
(1,588
) $
3,051
  $
335
  $
(1,798
) $
1,772
 
                         
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HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING COMPREHENSIVE INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2018
(Dollars in millions)
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
Revenues
 $
—
  $
—
  $
13,550
  $
9,402
  $
—
  $
22,952
 
                         
Salaries and benefits
  
—
   
—
   
6,094
   
4,469
   
—
   
10,563
 
Supplies
  
—
   
—
   
2,268
   
1,564
   
—
   
3,832
 
Other operating expenses
  
5
   
—
   
2,250
   
1,973
   
—
   
4,228
 
Equity in earnings of affiliates
  
(1,942
)  
—
   
(3
)  
(13
)  
1,942
   
(16
)
Depreciation and amortization
  
—
   
—
   
652
   
463
   
—
   
1,115
 
Interest expense (income)  
32
   
1,704
   
(756
)  
(113
)  
—
   
867
 
Gains on sales of facilities
  
—
   
—
   
(372
)  
(42
)  
—
   
(414
)
Management fees
  
—
   
—
   
(315
)  
315
   
—
   
—
 
                         
  
(1,905
)  
1,704
   
9,818
   
8,616
   
1,942
   
20,175
 
                         
                         
Income (loss) before income taxes
  
1,905
   
(1,704
)  
3,732
   
786
   
(1,942
)  
2,777
 
Provision (benefit) for income taxes
  
(59
)  
(396
)  
856
   
128
   
—
   
529
 
                         
Net income (loss)
  
1,964
   
(1,308
)  
2,876
   
658
   
(1,942
)  
2,248
 
Net income attributable to noncontrolling interests
  
—
   
—
   
50
   
234
   
—
   
284
 
                         
Net income (loss) attributable to HCA Healthcare, Inc.
 $
1,964
  $
(1,308
) $
2,826
  $
424
  $
(1,942
) $
1,964
 
                         
Comprehensive income (loss) attributable to HCA Healthcare, Inc.
 $
1,981
  $
(1,271
) $
2,833
  $
397
  $
(1,959
) $
1,981
 
                         
23
Table of Contents
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2019
(Dollars in millions)
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
ASSETS
                  
Current assets:
                  
Cash and cash equivalents
 $300  $
—
  $
1,700
  $
430
  $
—
  $
2,430
 
Accounts receivable
  —   
—
   
4,004
   
3,215
   
—
   
7,219
 
Inventories
  —   
—
   
1,194
   
632
   
—
   
1,826
 
Other
  —   
—
   
756
   
638
   
—
   
1,394
 
                         
  300    
—
   
7,654
   
4,915
   
—
   
12,869
 
                         
Property and equipment, net
  
—
   
—
   
12,749
   
8,718
   
—
   
21,467
 
Investments of insurance subsidiaries
  
—
   
—
   
—
   
342
   
—
   
342
 
Investments in and advances to affiliates
  
34,964
   
—
   
29
   
218
   
(34,964
)  
247
 
Goodwill and other intangible assets
  
—
   
—
   
5,725
   
2,415
   
—
   
8,140
 
Right-of-use
operating lease assets
  
—
   
—
   
436
   
1,351
   
—
   
1,787
 
Other
  
462
   
—
   
21
   
114
   
—
   
597
 
                         
 $
35,726
  $
—
  $
26,614
  $
18,073
  $
(34,964
) $
45,449
 
                         
LIABILITIES AND
STOCKHOLDERS’ (DEFICIT)
EQUITY
                  
Current liabilities:
                  
Accounts payable
 $
—
  $
—
  $
1,754
  $
855
  $
—
  $
2,609
 
Accrued salaries
  
—
   
—
   
908
   
589
   
—
   
1,497
 
Other accrued expenses
  
67
   
441
   
896
   
1,378
   
—
   
2,782
 
Long-term debt due within one year
  
—
   
1,976
   
53
   
44
   
—
   
2,073
 
                         
  
67
   
2,417
   
3,611
   
2,866
   
—
   
8,961
 
                         
Long-term debt, net
  
997
   
32,579
   
224
   
320
   
—
   
34,120
 
Intercompany balances
  
37,985
   
(8,618
)  
(29,356
)  
(11
)  
—
   
—
 
Professional liability risks
  
—
   
—
   
—
   
1,354
   
—
   
1,354
 
Right-of-use
operating lease obligations
  
—
   
—
   
331
   
1,129
   
—
   
1,460
 
Income taxes and other liabilities
  
579
   
—
   
232
   
513
   
—
   
1,324
 
                         
  
39,628
   
26,378
   
(24,958
)  
6,171
   
—
   
47,219
 
Stockholders’ (deficit) equity attributable to HCA Healthcare, Inc.
  
(3,902
)  
(26,378
)  
51,488
   
9,854
   
(34,964
)  
(3,902
)
Noncontrolling interests
  
—
   
—
   
84
   
2,048
   
—
   
2,132
 
                         
  
(3,902
)  
(26,378
)  
51,572
   
11,902
   
(34,964
)  
(1,770
)
                         
 $
35,726
  $
—
  $
26,614
  $
18,073
  $
(34,964
) $
45,449
 
                         
24
Table of Contents
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2018
(Dollars in millions)
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
ASSETS
                  
Current assets:
                  
Cash and cash equivalents
 $
—
  $
—
  $
174
  $
328
  $
—
  $
502
 
Accounts receivable
  
—
   
—
   
3,964
   
2,825
   
—
   
6,789
 
Inventories
  
—
   
—
   
1,178
   
554
   
—
   
1,732
 
Other
  
—
   
—
   
669
   
521
   
—
   
1,190
 
                         
  
—
   
—
   
5,985
   
4,228
   
—
   
10,213
 
Property and equipment, net
  
—
   
—
   
12,450
   
7,307
   
—
   
19,757
 
Investments of insurance subsidiaries
  
—
   
—
   
—
   
362
   
—
   
362
 
Investments in and advances to affiliates
  
33,166
   
—
   
29
   
203
   
(33,166
)  
232
 
Goodwill and other intangible assets
  
—
   
—
   
5,724
   
2,229
   
—
   
7,953
 
Other
  
478
   
64
   
35
   
113
   
—
   
690
 
                         
 $
33,644
  $
64
  $
24,223
  $
14,442
  $
(33,166
) $
39,207
 
                         
LIABILITIES AND
STOCKHOLDERS’ (DEFICIT)
EQUITY
                  
Current liabilities:
                  
Accounts payable
 $
—
  $
—
  $
1,721
  $
856
  $
—
  $
2,577
 
Accrued salaries
  
—
   
—
   
998
   
582
   
—
   
1,580
 
Other accrued expenses
  
142
   
403
   
905
   
1,174
   
—
   
2,624
 
Long-term debt due within one year
  
—
   
696
   
55
   
37
   
—
   
788
 
                         
  
142
   
1,099
   
3,679
   
2,649
   
—
   
7,569
 
Long-term debt, net
  
996
   
30,544
   
212
   
281
   
—
   
32,033
 
Intercompany balances
  
36,951
   
(6,789
)  
(28,415
)  
(1,747
)  
—
   
—
 
Professional liability risks
  
—
   
—
   
—
   
1,275
   
—
   
1,275
 
Income taxes and other liabilities
  
505
   
—
   
223
   
520
   
—
   
1,248
 
                         
  
38,594
   
24,854
   
(24,301
)  
2,978
   
—
   
42,125
 
Stockholders’ (deficit) equity attributable to HCA Healthcare, Inc.
  
(4,950
)  
(24,790
)  
48,437
   
9,519
   
(33,166
)  
(4,950
)
Noncontrolling interests
  
—
   
—
   
87
   
1,945
   
—
   
2,032
 
                         
  
(4,950
)  
(24,790
)  
48,524
   
11,464
   
(33,166
)  
(2,918
)
                         
 $
33,644
  $
64
  $
24,223
  $
14,442
  $
(33,166
) $
39,207
 
                         
25
Table of Contents
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2019
(Dollars in millions)
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
Cash flows from operating activities:
                  
Net income (loss)
 $
1,822
  $
(1,539
) $
3,087
  $
586
  $
(1,848
) $
2,108
 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                  
Changes in operating assets and liabilities
  
—
   
40
   
(305
)  
(378
)  
—
   
(643
)
Depreciation and amortization
  
—
   
—
   
709
   
546
   
—
   
1,255
 
Income taxes
  
27
   
—
   
—
   
—
   
—
   
27
 
Gains on sales of facilities
  
—
   
—
   
(7
)  
(10
)  
—
   
(17
)
Amortization of debt issuance costs and discounts  
—
   
16
   
—
   
—
   
—
   
16
 
Share-based compensation
  
—
   
—
   
158
   
—
   
—
   
158
 
Equity in earnings of affiliates
  
(1,848
)  
—
   
—
   
—
   
1,848
   
—
 
Other
  
54
   
—
   
14
   
(1
)  
—
   
67
 
                         
Net cash provided by (used in) operating activities
  
55
   
(1,483
)  
3,656
   
743
   
—
   
2,971
 
                         
Cash flows from investing activities:
                  
Purchase of property and equipment
  
—
   
—
   
(953
)  
(792
)  
—
   
(1,745
)
Acquisition of hospitals and health care entities
  
—
   
—
   
(35
)  
(1,469
)  
—
   
(1,504
)
Disposition of hospitals and health care entities
  
—
   
—
   
30
   
11
   
—
   
41
 
Change in investments
  
—
   
—
   
14
   
45
   
—
   
59
 
Other
  
—
   
—
   
(9
)  
45
   
—
   
36
 
                         
Net cash used in investing activities
  
—
   
—
   
(953
)  
(2,160
)  
—
   
(3,113
)
                         
Cash flows from financing activities:
                  
Issuance of long-term debt
  
—
   
6,451
   
—
   
—
   
—
   
6,451
 
Net change in revolving credit facilities
  
—
   
(3,040
)  
—
   
—
   
—
   
(3,040
)
Repayment of long-term debt
  
—
   
(47
)  
(31
)  
(20
)  
—
   
(98
)
Distributions to noncontrolling interests
  
—
   
—
   
(44
)  
(203
)  
—
   
(247
)
Payment of debt issuance costs
  
—
   
(63
)  
—
   
—
   
—
   
(63
)
Payment of cash dividends
  
(278
)  
—
   
—
   
—
   
—
   
(278
)
Repurchases of common stock
  
(520
)  
—
   
—
   
—
   
—
   
(520
)
Changes in intercompany balances with affiliates, net
  
1,165
   
(1,818
)  
(1,102
)  
1,755
   
—
   
—
 
Other
  
(122
)  
—
   
—
   
(13
)  
—
   
(135
)
                         
Net cash provided by (used in) financing activities  
245
   
1,483
   
(1,177
)  
1,519
   
—
   
2,070
 
                         
Change in cash and cash equivalents
  
300
   
—
   
1,526
   
102
   
—
   
1,928
 
Cash and cash equivalents at beginning of period
  
—
   
—
   
174
   
328
   
—
   
502
 
                         
Cash and cash equivalents at end of period
 $
300
  $
—
  $
1,700
  $
430
  $
—
  $
2,430
 
                         
26
Table of Contents
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2018
(Dollars in millions)
                         
 
HCA
Healthcare, Inc.
Issuer
  
HCA Inc.
Issuer
  
Subsidiary
Guarantors
  
Subsidiary
Non-
Guarantors
  
Eliminations
  
Condensed
Consolidated
 
Cash flows from operating activities:
                  
Net income (loss)
 $
1,964
  $
(1,308
) $
2,876
  $
658
  $
(1,942
) $
2,248
 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                  
Changes in operating assets and liabilities
  
—
   
2
   
(352
)  
(52
)  
—
   
(402
)
Depreciation and amortization
  
—
   
—
   
652
   
463
   
—
   
1,115
 
Income taxes
  
118
   
—
   
—
   
—
   
—
   
118
 
Gains on sales of facilities
  
—
   
—
   
(372
)  
(42
)  
—
   
(414
)
Amortization of debt issuance costs and discounts  
—
   
15
   
—
   
—
   
—
   
15
 
Share-based compensation
  
—
   
—
   
134
   
—
   
—
   
134
 
Equity in earnings of affiliates
  
(1,942
)  
—
   
—
   
—
   
1,942
   
—
 
Other
  
43
   
—
   
—
   
8
   
—
   
51
 
                         
Net cash provided by (used in) operating activities
  
183
   
(1,291
)  
2,938
   
1,035
   
—
   
2,865
 
                         
Cash flows from investing activities:
                  
Purchase of property and equipment
  
—
   
—
   
(900
)  
(674
)  
—
   
(1,574
)
Acquisition of hospitals and health care entities
  
—
   
—
   
(438
)  
(100
)  
—
   
(538
)
Disposition of hospitals and health care entities
  
—
   
—
   
767
   
32
   
—
   
799
 
Change in investments
  
—
   
—
   
17
   
6
   
—
   
23
 
Other
  
—
   
—
   
(30
)  
5
   
—
   
(25
)
                         
Net cash used in investing activities
  
—
   
—
   
(584
)  
(731
)  
—
   
(1,315
)
                         
Cash flows from financing activities:
                  
Net change in revolving credit facilities
  
—
   
210
   
—
   
—
   
—
   
210
 
Repayment of long-term debt
  
—
   
(41
)  
(38
)  
(22
)  
—
   
(101
)
Distributions to noncontrolling interests
  
—
   
—
   
(43
)  
(142
)  
—
   
(185
)
Payment of debt issuance costs
  
—
   
(2
)  
—
   
—
   
—
   
(2
)
Payment of cash dividends
  
(245
)  
—
   
—
   
—
   
—
   
(245
)
Repurchases of common stock
  
(893
)  
—
   
—
   
—
   
—
   
(893
)
Changes in intercompany balances with affiliates, net
  
1,150
   
1,124
   
(2,188
)  
(86
)  
—
   
—
 
Other
  
(196
)  
—
   
—
   
4
   
—
   
(192
)
                         
Net cash (used in) provided by financing activities
  
(184
)  
1,291
   
(2,269
)  
(246
)  
—
   
(1,408
)
                         
Effect on exchange rate changes on cash and cash equivalents
  
—
   
—
   
—
   
(6
)  
—
   
(6
)
                         
Change in cash and cash equivalents
  
(1
)  
—
   
85
   
52
   
—
   
136
 
Cash and cash equivalents at beginning of period
  
1
   
—
   
112
   
619
   
—
   
732
 
                         
Cash and cash equivalents at end of period
 $
—
  $
—
  $
197
  $
671
  $
—
  $
868
 
                         
27
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This quarterly report on Form
 10-Q
includes certain disclosures which contain “forward-looking statements.”statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include statements regarding expected share-based compensation expense, expected capital expenditures and expected net claim payments and all other statements that do not relate solely to historical or current facts, and can be identified by the use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to, (1) developments related to
COVID-19,
including, without limitation, related to the length and severity of the pandemic; the volume of canceled or rescheduled procedures and the volume of
COVID-19
patients cared for across our health systems; measures we are taking to respond to the
COVID-19
pandemic; the impact of government and administrative regulation and stimulus (including the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and other enacted legislation); changes in revenues due to declining patient volumes, changes in payor mix and deteriorating macroeconomic conditions (including increases in uninsured and underinsured patients); potential increased expenses related to labor, supply chain or other expenditures; workforce disruptions and supply shortages and disruptions, (2) the impact of our substantial indebtedness and the ability to refinance such indebtedness on acceptable terms, (2)as well as risks associated with disruptions in the financial markets and the business of financial institutions as the result of the
COVID-19
pandemic which could impact us from a financial perspective, (3) the impact of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Law”“Affordable Care Act”), including the effects of court challenges to, any repeal of, or changes to, the Health Reform LawAffordable Care Act or additional changes to its implementation, the possible enactment of additional federal or state health care reforms and possible changes to other federal, state or local laws or regulations affecting the health care industry, (3)including single-payer proposals (often referred to as “Medicare for All”), and also including any such laws or governmental regulations which are adopted in response to the
COVID-19
pandemic, (4) the effects related to the continued implementation of the sequestration spending reductions required under the Budget Control Act of 2011, and related legislation extending these reductions, and the potential for future deficit reduction legislation that may alter these spending reductions, which include cuts to Medicare payments, or create additional spending reductions, (4)(5) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (5)(6) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (6)(7) possible changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs or Medicaid waiver programs, that may impact reimbursements to health care providers and insurers and the size of the uninsured or underinsured population, (7)(8) the highly competitive nature of the health care business, (8)(9) changes in service mix, revenue mix and surgical volumes, including potential declines in the population covered under third-party payer agreements, the ability to enter into and renew third-party payer provider agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and practices, (9)(10) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (10)(11) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (11)(12) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (12)(13) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (13)(14) changes in accounting practices, (14)(15) changes in general economic conditions nationally and regionally in our markets, (15)including economic and business conditions resulting from the
COVID-19
pandemic, (16) the emergence of and effects related to other pandemics, epidemics and infectious diseases, (16)(17) future divestitures which may result in charges and possible impairments of long-lived assets, (17)(18) changes in business strategy or development plans, (18)
20
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Forward-Looking Statements (continued)
(19) delays in receiving payments for services provided, (19)(20) the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions, (20)(21) potential adverse impact of known and unknown government investigations, litigation and other claims that may be made against us, (21)(22) the impact of potential cybersecurity incidents or security breaches, (22)(23) our ongoing ability to demonstrate meaningful use of certified electronic health record (“EHR”) technology (23)and the impact of interoperability requirements, (24) the impact of natural disasters, such as hurricanes and floods, or similar events beyond our control, (24)(25) changes in the effects of the 2017 Tax Cuts and Jobs Act (the “Tax Act”),U.S. federal, state, or foreign tax laws including potential legislation or interpretive guidance that may be issued by federal and state taxing authorities or other standard-settingstandard setting bodies, and (25)(26) other risk factors described in our annual report on Form
 10-K
for the year ended December 31, 20182019 and our other filings with the Securities and Exchange Commission. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those expressed in any forward-looking statements made by or on behalf of HCA. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report, which forward-looking statements reflect management’s views only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
COVID-19
Pandemic
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 in the last two weeks of the first quarter of 2020 as various policies were implemented by federal, state and local governments in response to the
COVID-19
pandemic that have caused many people to remain at home and forced the closure of certain businesses, as well as suspended elective surgical procedures by health care facilities. We expect consolidated patient volumes and revenues to be negatively impacted until the effects of the pandemic begin to subside and the economy begins to stabilize.
Our response plan has multiple facets and continues to evolve as the pandemic unfolds. As a precautionary measure, we have taken steps to enhance our operational and financial flexibility, and react to the risks the
COVID-19
pandemic presents to our business, including the following:
Implemented certain cost reduction initiatives;
Suspended our authorized share repurchase program;
Suspended our quarterly dividend program;
Reduced certain planned projects and capital expenditures;
Executed a new $2 billion
364-day
term loan facility (which was undrawn at March 31, 2020) to supplement our existing credit facilities; and
Subsequent to March 31, 2020, requested accelerated Medicare payments as provided for in the CARES Act.
We believe the extent of the
COVID-19
pandemic’s adverse impact on our operating results and financial condition will 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 scope and duration of
stay-at-home
policies and business closures, continued decreases in patient volumes for an indeterminable length of time, increases in the number of uninsured and underinsured patients as a result of accelerated rates of unemployment, incremental expenses required for supplies and personal protective equipment, and changes in professional and general
2821
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
SecondCOVID-19
Pandemic (continued)
liability exposure. Because of these and other uncertainties, we cannot estimate the length or severity of the impact of the pandemic on our business. Decreases in cash flows and results of operations may 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.
First Quarter 20192020 Operations Summary
Revenues increased to $12.602$12.861 billion in the secondfirst quarter of 20192020 from $11.529$12.517 billion in the secondfirst quarter of 2018.2019. Net income attributable to HCA Healthcare, Inc. totaled $783$581 million, or $2.25$1.69 per diluted share, for the quarter ended June 30, 2019,March 31, 2020, compared to $820 million,$1.039 billion, or $2.31$2.97 per diluted share, for the quarter ended June 30, 2018. SecondMarch 31, 2019. First quarter results for 20192020 include losses on retirement of debt of $295 million, or $0.66 per diluted share, and 2018 include net gains on sales of facilities of $18 million, or $0.04 per diluted share, and $9$7 million, or $0.02 per diluted share. Our revenues for the quarters ended March 31, 2020 and 2019, respectively, include $55 million, or $0.12 per diluted share, respectively.related to the settlement of Medicare outlier calculations for prior periods and $86 million, or $0.19 per diluted share, related to the resolution of transaction price differences regarding certain
out-of-network
services performed in prior periods. Our provisions for income taxes for the first quarters of 2020 and 2019 included tax benefits of $53 million, or $0.15 per diluted share, and $49 million, or $0.14 per diluted share, respectively, related to employee equity award settlements. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 348.373344.096 million shares for the quarter ended June 30, 2019March 31, 2020 and 355.039350.316 million shares for the quarter ended June 30, 2018.March 31, 2019. During 20182019 and the first six monthsquarter of 2019,2020, we repurchased 14.0707.949 million shares and 4.0343.287 million shares of our common stock, respectively.
Due to the
COVID-19
pandemic, patient volumes and the related revenues for most of our services, particularly elective surgical procedures, were significantly impacted in the last two weeks of the quarter as various
COVID-19
stay-at-home and business closure policies were implemented by federal, state and local governments. Revenues increased 9.3%2.7% on a consolidated basis and increased 4.3%1.2% on a same facility basis for the quarter ended June 30, 2019,March 31, 2020, compared to the quarter ended June 30, 2018.March 31, 2019. The increase in consolidated revenues can be primarily attributed to the combinednet impact of a 3.0%2.9% increase in revenue per equivalent admission and a 6.2% increase0.1% decline in equivalent admissions. The same facility revenues increase resulted from the combinednet impact of a 1.7%1.6% increase in same facility revenue per equivalent admission and a 2.6% increase0.4% decline in same facility equivalent admissions.
During the quarter ended June 30, 2019,March 31, 2020, consolidated admissions and same facility admissions increased 4.8%1.0% and 2.1%0.6%, respectively, compared to the quarter ended June 30, 2018.March 31, 2019. Surgeries increased 2.7%declined 4.4% on both a consolidated basis and 0.3% on a same facility basis during the quarter ended June 30, 2019,March 31, 2020, compared to the quarter ended June 30, 2018.March 31, 2019. Emergency department visits increased 4.9%declined 1.0% on both a consolidated basis and 3.0% on a same facility basis during the quarter ended June 30, 2019,March 31, 2020, compared to the quarter ended June 30, 2018. SameMarch 31, 2019. Consolidated and same facility uninsured admissions increased 5.1%6.9% and 7.1%, respectively, for the quarter ended June 30, 2019,March 31, 2020, compared to the quarter ended June 30, 2018.March 31, 2019.
Cash flows from operating activities increased $415$401 million, from $1.582$974 million for the first quarter of 2019 to $1.375 billion for the secondfirst quarter of 2018 to $1.997 billion for the second quarter of 2019.2020. The increase in cash provided by operating activities was primarily related to the net effect of positive changes of $468 million related toin working capital items.of $678 million, primarily from the collection of patient accounts receivable, partially offset by a decline in net income, excluding losses on retirement of debt, of $188 million.
22
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations
Revenue/Volume Trends
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
29
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Revenue/Volume Trends (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.
Revenues increased 9.3%2.7% from $11.529$12.517 billion in the secondfirst quarter of 20182019 to $12.602$12.861 billion in the secondfirst quarter of 2019.2020. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances 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
self-pay
revenues at the estimated amounts we expect to collect. Patients treated at our hospitals for non-elective care, who have income at or below 400% of the federal poverty level, are eligible for charity care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. Our revenues fromby primary third-party payerspayer classification and othersother (including uninsured patients) for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018 are summarized in the following table (dollars in millions):
                
 
Quarter
          
 
2019
  
Ratio
  
2018
  
Ratio
  
2020
  
Ratio
  
2019
  
Ratio
 
Medicare
 
$
2,635
   
20.9
%
 $
2,425
   
21.0
% $
2,743
   
21.3
% $
2,770
   
22.1
%
Managed Medicare
  
1,595
   
12.7
   
1,345
   
11.7
   
1,826
   
14.2
   
1,589
   
12.7
 
Medicaid
  
416
   
3.3
   
357
   
3.1
   
414
   
3.2
   
347
   
2.8
 
Managed Medicaid
  
554
   
4.4
   
586
   
5.1
   
666
   
5.2
   
613
   
4.9
 
Managed care and insurers
  
6,425
   
50.9
   
5,993
   
51.9
   
6,645
   
51.6
   
6,426
   
51.4
 
International (managed care and insurers)
  
284
   
2.3
   
295
   
2.6
   
292
   
2.3
   
297
   
2.4
 
Other
  
693
   
5.5
   
528
   
4.6
   
275
   
2.2
   
475
   
3.7
 
                        
Revenues
 
$
12,602
   
100.0
%
 $
11,529
   
100.0
% $
12,861
   
100.0
% $
12,517
   
100.0
%
                        
                 
 
Six Months
 
 
2019
  
Ratio
  
2018
  
Ratio
 
Medicare
 
$
5,405
   
21.5
%
 $
4,949
   
21.6
%
Managed Medicare
  
3,184
   
12.7
   
2,744
   
12.0
 
Medicaid
  
763
   
3.0
   
638
   
2.8
 
Managed Medicaid
  
1,167
   
4.6
   
1,147
   
5.0
 
Managed care and insurers
  
12,851
   
51.1
   
12,055
   
52.5
 
International (managed care and insurers)
  
581
   
2.3
   
600
   
2.6
 
Other
  
1,168
   
4.8
   
819
   
3.5
 
                 
Revenues
 
$
25,119
   
100.0
%
 $
22,952
   
100.0
%
                 
Consolidated and same facility revenue per equivalent admission increased 3.0% and 1.7%, respectively, in the second quarter of 2019, compared to the second quarter of 2018. Consolidated and same facility equivalent admissions increased 6.2% and 2.6%, respectively, in the second quarter of 2019, compared to the second quarter of 2018. Consolidated and same facility outpatient surgeries increased 3.0% and 0.6%, respectively, in the

23
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Revenue/Volume Trends (continued)
secondConsolidated and same facility revenue per equivalent admission increased 2.9% and 1.6%, respectively, in the first quarter of 2019,2020, compared to the secondfirst quarter of 2018.2019. Consolidated and same facility equivalent admissions declined 0.1% and 0.4%, respectively, in the first quarter of 2020, compared to the first quarter of 2019. Consolidated and same facility outpatient surgeries declined 6.0% and 5.9%, respectively, in the first quarter of 2020, compared to the first quarter of 2019. Consolidated and same facility inpatient surgeries increased 2.2%declined 1.6% and declined 0.1%1.8%, respectively, in the secondfirst quarter of 2019,2020, compared to the secondfirst quarter of 2018.2019. Consolidated and same facility emergency department visits increased 4.9% and 3.0%, respectively,both declined 1.0% in the secondfirst quarter of 2019,2020, compared to the secondfirst quarter of 2018.
2019.
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 quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018 follows (dollars in millions):
                 
 
Quarter
  
Six Months
 
 
2019
  
2018
  
2019
  
2018
 
Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization)
 $
10,953
  $
9,871
  $
21,559
  $
19,738
 
Cost-to-charges
ratio (patient care costs as percentage of gross patient charges)
  
12.2
%  
12.6
%  
12.0
%  
12.5
%
Total uncompensated care
 $
7,695
  $
6,486
  $
14,780
  $
12,738
 
Multiply by the
cost-to-charges
ratio
  
12.2
%  
12.6
%  
12.0
%  
12.5
%
                 
Estimated cost of total uncompensated care
 $
938
  $
817
  $
1,774
  $
1,592
 
                 
         
 
2020
  
2019
 
Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization)
 $
11,342
  $
10,606
 
Cost-to-charges
ratio (patient care costs as percentage of gross patient charges)
  
11.9
%  
11.8
%
Total uncompensated care
 $
7,873
  $
7,085
 
Multiply by the
cost-to-charges
ratio
  
11.9
%  
11.8
%
         
Estimated cost of total uncompensated care
 $
937
  $
836
 
         
Total uncompensated care as a percentage of the sum of revenues and total uncompensated care was 37.9% and 36.0% for the quarters ended June 30, 2019 and 2018, respectively, and 37.0% and 35.7% for the six months ended June 30, 2019 and 2018, respectively.
Same facility uninsured admissions increased by 2,0172,708 admissions, or 5.1%7.1%, in the second quarter of 2019 compared to the second quarter of 2018. Same facility uninsured admissions were flat in the first quarter of 20192020 compared to the first quarter of 2018.2019. Same facility uninsured admissions in 2018,2019, compared to 2017,2018, increased 7.4%6.8% in the fourth quarter, of 2018, increased 8.8%2.1% in the third quarter, of 2018, increased 7.8%5.1% in the second quarter, of 2018, and increased 10.1%were flat in the first quarter of 2018.quarter.
The approximate percentages of our admissions related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and insurers and the uninsured for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018 are set forth in the following table.
        
 
Quarter
 
Six Months
      
 
2019
  
2018
  
2019
  
2018
  
2020
  
2019
 
Medicare
  
29
%  
29
%  
29
%  
30
%  
27
%  
30
%
Managed Medicare
  
18
   
18
   
19
   
18
   
20
   
19
 
Medicaid
  
5
   
5
   
5
   
5
   
5
   
5
 
Managed Medicaid
  
12
   
12
   
12
   
12
   
12
   
12
 
Managed care and insurers
  
27
   
28
   
27
   
27
   
28
   
27
 
Uninsured
  
9
   
8
   
8
   
8
   
8
   
7
 
                  
  
100
%  
100
%  
100
%  
100
%  
100
%
 		  
100
%
                      
24
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Revenue/Volume Trends (continued)
The approximate percentages of our inpatient revenues related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and insurers for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018 are set forth in the following table.
31
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Revenue/Volume Trends (continued)
                 
 
Quarter
  
Six Months
 
 
2019
  
2018
  
2019
  
2018
 
Medicare
  
28
%  
28
%  
29
%  
29
%
Managed Medicare
  
15
   
13
   
14
   
14
 
Medicaid
  
5
   
5
   
4
   
4
 
Managed Medicaid
  
5
   
5
   
5
   
5
 
Managed care and insurers
  
47
   
49
   
48
   
48
 
                 
  
100
%  
100
%  
100
%  
100
%
                 
         
 
2020
  
2019
 
Medicare
  
29
%  
29
%
Managed Medicare
  
16
   
15
 
Medicaid
  
4
   
4
 
Managed Medicaid
  
5
   
5
 
Managed care and insurers
  
46
   
47
 
         
  
100
%  
100
%
         
 
At June 30, 2019,March 31, 2020, we had 91 hospitals in the states of Texas and Florida. During the secondfirst quarter of 2019,2020, 56% of our admissions and 48% of our revenues were generated by these hospitals. Uninsured admissions in Texas and Florida represented 72% of our uninsured admissions during the secondfirst quarter of 2019.
2020.
We receive a significant portion of our revenues from government health programs, principally Medicare and Medicaid, which are highly regulated and subject to frequent and substantial changes. In December 2017, the Centers for Medicare & Medicaid Services (“CMS”) announced that it will phase out federal matching funds for Designated State Health Programs under waivers granted under Section 1115 of the Social Security Act. Texas currently operates its Healthcare Transformation and Quality Improvement Program pursuant to a Medicaid waiver. In December 2017, CMS approved an extension of this waiver through September 30, 2022, but indicated that it will phase out some of the federal funding. Our Texas Medicaid revenues included Medicaid supplemental payments of $106$115 million and $97 million during the second quarters of 2019 and 2018, respectively, and $214 million and $195$108 million during the first six monthsquarters of 20192020 and 2018,2019, respectively.
In addition, we receive supplemental payments in several other states. We are aware these supplemental payment programs are currently being reviewed by certain state agencies and some states have made requests to CMS to replace their existing supplemental payment programs. It is possible these reviews and requests will result in the restructuring of such supplemental payment programs and could result in the payment programs being reduced or eliminated. Because deliberations about these programs are ongoing, we are unable to estimate the financial impact the program structure modifications, if any, may have on our results of operations.
Key Performance Indicators
We present certain metrics and statistical information that management uses when assessing our results of operations. We believe this information is useful to investors as it provides insight to how management evaluates operational performance and trends between reporting periods. Information on how these metrics and statistical information are defined is provided in the following tables summarizing operating results and statistical data.
3225
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Operating Results Summary
The following is a comparative summary of results of operations for the quarters ended March 31, 2020 and six months ended June 30, 2019 and 2018 (dollars in millions):
                 
 
Quarter
 
 
2019
  
2018
 
 
Amount
  
Ratio
  
Amount
  
Ratio
 
Revenues
 
$
12,602
   
100.0
  $
11,529
   
100.0
 
                 
Salaries and benefits
  
5,837
   
46.3
   
5,274
   
45.8
 
Supplies
  
2,118
   
16.8
   
1,917
   
16.6
 
Other operating expenses
  
2,362
   
18.8
   
2,118
   
18.4
 
Equity in earnings of affiliates
  
(8
)
  
(0.1
)
  
(7
)  
(0.1
)
Depreciation and amortization
  
636
   
5.0
   
562
   
4.9
 
Interest expense
  
477
   
3.8
   
436
   
3.8
 
Gains on sales of facilities
  
(18
)
  
(0.1
)
  
(9
)  
(0.1
)
                 
  
11,404
   
90.5
   
10,291
   
89.3
 
                 
Income before income taxes
  
1,198
   
9.5
   
1,238
   
10.7
 
Provision for income taxes
  
271
   
2.1
   
272
   
2.3
 
                 
Net income
  
927
   
7.4
   
966
   
8.4
 
Net income attributable to noncontrolling interests
  
144
   
1.2
   
146
   
1.3
 
                 
Net income attributable to HCA Healthcare, Inc.
 
$
783
   
6.2
  $
820
   
7.1
 
                 
% changes from prior year:
            
Revenues
  
9.3
%
     
7.4
%   
Income before income taxes
  
(3.2
)
     
6.6
    
Net income attributable to HCA Healthcare, Inc.
  
(4.5
)
     
24.9
    
Admissions(a)
  
4.8
      
4.5
    
Equivalent admissions(b)
  
6.2
      
5.1
    
Revenue per equivalent admission
  
3.0
      
2.1
    
Same facility % changes from prior year(c):
            
Revenues
  
4.3
      
6.5
    
Admissions(a)
  
2.1
      
2.7
    
Equivalent admissions(b)
  
2.6
      
2.8
    
Revenue per equivalent admission
  
1.7
      
3.6
    

Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Operating Results Summary (continued)
                 
 
Six Months
 
 
2019
  
2018
 
 
Amount
  
Ratio
  
Amount
  
Ratio
 
Revenues
 $
25,119
   
100.0
  $
22,952
   
100.0
 
                 
Salaries and benefits
  
11,484
   
45.7
   
10,563
   
46.0
 
Supplies
  
4,159
   
16.6
   
3,832
   
16.7
 
Other operating expenses
  
4,661
   
18.6
   
4,228
   
18.5
 
Equity in earnings of affiliates
  
(19
)  
(0.1
)  
(16
)  
(0.1
)
Depreciation and amortization
  
1,255
   
5.0
   
1,115
   
4.8
 
Interest expense
  
938
   
3.7
   
867
   
3.8
 
Gains on sales of facilities
  
(17
)  
(0.1
)  
(414
)  
(1.8
)
                 
  
22,461
   
89.4
   
20,175
   
87.9
 
                 
Income before income taxes
  
2,658
   
10.6
   
2,777
   
12.1
 
Provision for income taxes
  
550
   
2.2
   
529
   
2.3
 
                 
Net income
  
2,108
   
8.4
   
2,248
   
9.8
 
Net income attributable to noncontrolling interests
  
286
   
1.1
   
284
   
1.2
 
                 
Net income attributable to HCA Healthcare, Inc.
 $
1,822
   
7.3
  $
1,964
   
8.6
 
                 
% changes from prior year:
            
Revenues
  
9.4
%     
7.5
%   
Income before income taxes
  
(4.3
)     
24.7
    
Net income attributable to HCA Healthcare, Inc.
  
(7.2
)     
49.3
    
Admissions(a)
  
3.9
      
4.5
    
Equivalent admissions(b)
  
5.5
      
4.9
    
Revenue per equivalent admission
  
3.8
      
2.5
    
Same facility % changes from prior year(c):
            
Revenues
  
5.4
      
6.2
    
Admissions(a)
  
1.6
      
2.5
    
Equivalent admissions(b)
  
2.3
      
2.3
    
Revenue per equivalent admission
  
3.0
      
3.8
    
                 
 
2020
  
2019
 
 
Amount
  
Ratio
  
Amount
  
Ratio
 
Revenues
 $
12,861
   
100.0
  $
12,517
   
100.0
 
                 
Salaries and benefits
  
6,118
   
47.6
   
5,647
   
45.1
 
Supplies
  
2,123
   
16.5
   
2,041
   
16.3
 
Other operating expenses
  
2,427
   
18.9
   
2,299
   
18.4
 
Equity in earnings of affiliates
  
(7
)  
(0.1
)  
(11
)  
(0.1
)
Depreciation and amortization
  
674
   
5.3
   
619
   
4.9
 
Interest expense
  
428
   
3.3
   
461
   
3.7
 
Losses (gains) on sales of facilities
  
(7
)  
(0.1
)  
1
   
—
 
Losses on retirement of debt
  
295
   
2.3
   
—
   
—
 
                 
  
12,051
   
93.7
   
11,057
   
88.3
 
                 
Income before income taxes
  
810
   
6.3
   
1,460
   
11.7
 
Provision for income taxes
  
112
   
0.9
   
279
   
2.3
 
                 
Net income
  
698
   
5.4
   
1,181
   
9.4
 
Net income attributable to noncontrolling interests
  
117
   
0.9
   
142
   
1.1
 
                 
Net income attributable to HCA Healthcare, Inc.
 $
581
   
4.5
  $
1,039
   
8.3
 
                 
% changes from prior year:
            
Revenues
  
2.7
%     
9.6
%   
Income before income taxes
  
(44.5
)     
(5.2
)   
Net income attributable to HCA Healthcare, Inc.
  
(44.1
)     
(9.2
)   
Admissions(a)
  
1.0
      
3.0
    
Equivalent admissions(b)
  
(0.1
)     
4.8
    
Revenue per equivalent admission
  
2.9
      
4.6
    
Same facility % changes from prior year(c):
            
Revenues
  
1.2
      
6.3
    
Admissions(a)
  
0.6
      
0.9
    
Equivalent admissions(b)
  
(0.4
)     
1.8
    
Revenue per equivalent admission
  
1.6
      
4.4
    
 
 
(a)Represents the total number of patients admitted to our hospitals and is used by management and certain investors as a general measure of inpatient volume.
 
(b)Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient revenues and gross outpatient revenues and then dividing the resulting amount by gross inpatient revenues. The equivalent admissions computation “equates” outpatient revenues to the volume measure (admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume.
 
(c)Same facility information excludes the operations of hospitals and their related facilities which were either acquired or divested during the current and prior period.
 
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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Quarters Ended June 30,March 31, 2020 and 2019 and 2018
Revenues increased to $12.602$12.861 billion in the secondfirst quarter of 20192020 from $11.529$12.517 billion in the secondfirst quarter of 2018.2019. Net income attributable to HCA Healthcare, Inc. totaled $783$581 million, or $2.25$1.69 per diluted share, for the quarter ended June 30, 2019,March 31, 2020, compared to $820 million,$1.039 billion, or $2.31$2.97 per diluted share, for the quarter ended June 30, 2018. SecondMarch 31, 2019. First quarter results for 20192020 include losses on retirement of debt of $295 million, or $0.66 per diluted share, and 2018 include net gains on sales of facilities of $18 million, or $0.04 per diluted share, and $9$7 million, or $0.02 per diluted share. Our revenues for the quarters ended March 31, 2020 and 2019, respectively, include $55 million, or $0.12 per diluted share, respectively.related to the settlement of Medicare outlier calculations for prior periods and $86 million, or $0.19 per diluted share, related to the resolution of transaction price differences regarding certain
out-of-network
services performed in prior periods. Our provisions for income taxes for the first quarters of 2020 and 2019 included tax benefits of $53 million, or $0.15 per diluted share, and $49 million, or $0.14 per diluted share, respectively, related to employee equity award settlements. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 348.373344.096 million shares for the quarter ended June 30, 2019March 31, 2020 and 355.039350.316 million shares for the quarter ended June 30, 2018.March 31, 2019. During 20182019 and the first six monthsquarter of 2019,2020, we repurchased 14.0707.949 million shares and 4.0343.287 million shares of our common stock, respectively.
Due to the
COVID-19
pandemic, patient volumes and the related revenues for most of our services, particularly elective surgical procedures, were significantly impacted in the last two weeks of the quarter as various
COVID-19
stay-at-home and business closure policies were implemented by federal, state and local governments. Revenues increased 9.3%2.7%, primarily due to the combinednet impact of revenue per equivalent admission growth of 3.0%2.9% and a 6.2% increase0.1% decline in equivalent admissions for the secondfirst quarter of 20192020 compared to the secondfirst quarter of 2018.2019. Same facility revenues increased 4.3%1.2% due to the combinednet impact of a 1.7%1.6% increase in same facility revenue per equivalent admission and a 2.6% increase0.4% decline in same facility equivalent admissions for the secondfirst quarter of 20192020 compared to the secondfirst quarter of 2018.
2019.
Salaries and benefits, as a percentage of revenues, were 46.3%47.6% in the secondfirst quarter of 20192020 and 45.8%45.1% in the secondfirst quarter of 2018.2019. Salaries and benefits per equivalent admission increased 4.3%8.4% in the secondfirst quarter of 20192020 compared to the secondfirst quarter of 2018.2019. Same facility labor rate increases averaged 2.6%2.8% for the secondfirst quarter of 20192020 compared to the secondfirst quarter of 2018.2019.
Supplies, as a percentage of revenues, were 16.8%16.5% in the secondfirst quarter of 20192020 and 16.6%16.3% in the secondfirst quarter of 2018.2019. Supply costs per equivalent admission increased 4.1% in the secondfirst quarter of 20192020 compared to the secondfirst quarter of 2018.2019. Supply costs per equivalent admission increased 3.9% for medical devices 10.5% for pharmacy supplies and 1.6%6.1% for general medical and surgical items and remained flat for pharmacy supplies in the secondfirst quarter of 20192020 compared to the secondfirst quarter of 2018.2019.
Other operating expenses, as a percentage of revenues, were 18.8%18.9% in the secondfirst quarter of 20192020 and 18.4% in the secondfirst quarter of 2018.2019. Other operating expenses is primarily comprised of contract services, professional fees, repairs and maintenance, rents and leases, utilities, insurance (including professional liability insurance) and nonincome taxes. Provisions for losses related to professional liability risks were $133$140 million and $132$136 million for the secondfirst quarters of 20192020 and 2018,2019, respectively.
Equity in earnings of affiliates was $8$7 million and $7$11 million in the secondfirst quarters of 20192020 and 2018,2019, respectively.
Depreciation and amortization increased $74$55 million, from $562$619 million in the secondfirst quarter of 20182019 to $636$674 million in the secondfirst quarter of 2019.2020. The increase in depreciation relates to both acquired facilities and increased capital expenditures at our existing facilities.
Interest expense was $477 million in the second quarter of 2019 and $436 million in the second quarter of 2018. Our average debt balance was $35.079 billion for the second quarter of 2019 compared to $33.214 billion for the second quarter of 2018. The average effective interest rate for our long-term debt increased to 5.5% from 5.3% for the quarters ended June 30, 2019 and 2018, respectively.
3527
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Quarters Ended June 30,March 31, 2020 and 2019 and 2018 (continued)
During the second quarters of 2019 and 2018, we recorded net gains on sales of facilities of $18 million and $9 million, respectively.
The effective tax rates were 25.7% and 24.9% for the second quarters of 2019 and 2018, respectively. The effective tax rate computations exclude net income attributable to noncontrolling interests as it relates to consolidated partnerships.
Net income attributable to noncontrolling interests declined from $146 million for the second quarter of 2018 to $144 million for the second quarter of 2019.
Six Months Ended June 30, 2019 and 2018
Revenues increased to $25.119 billion in the first six months of 2019 from $22.952 billion in the first six months of 2018. Net income attributable to HCA Healthcare, Inc. totaled $1.822 billion, or $5.22 per diluted share, for the first six months ended June 30, 2019, compared to $1.964 billion, or $5.50 per diluted share, for the first six months ended June 30, 2018. Results for the first six months of 2019 and 2018 included net gains on sales of facilities of $17 million, or $0.04 per diluted share, and $414 million, or $0.88 per diluted share, respectively. Revenues for the first six months of 2019 include $86 million, or $0.19 per diluted share, related to the resolution of transaction price differences regarding certain
out-of-network
services performed in prior periods. Our provision for income taxes for the first six months of 2019 and 2018 included tax benefits of $53 million, or $0.15 per diluted share, and $96 million, or $0.27 per diluted share, respectively, related to employee equity award settlements. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 349.334 million shares for the six months ended June 30, 2019 and 357.388 million shares for the six months ended June 30, 2018. During 2018 and the first six months of 2019, we repurchased 14.070 million shares and 4.034 million shares of our common stock, respectively.
Revenues increased 9.4% due to the combined impact of revenue per equivalent admission growth of 3.8% and a 5.5% increase in equivalent admissions for the first six months of 2019 compared to the first six months of 2018. Same facility revenues increased 5.4% due to the combined impact of a 3.0% increase in same facility revenue per equivalent admission and a 2.3% increase in same facility equivalent admissions for the first six months of 2019 compared to the first six months of 2018.
Salaries and benefits, as a percentage of revenues, were 45.7% in the first six months of 2019 and 46.0% in the first six months of 2018. Salaries and benefits per equivalent admission increased 3.1% in the first six months of 2019 compared to the first six months of 2018. Same facility labor rate increases averaged 2.7% for the first six months of 2019 compared to the first six months of 2018.
Supplies, as a percentage of revenues, were 16.6% in the first six months of 2019 and 16.7% in the first six months of 2018. Supply costs per equivalent admission increased 2.9% in the first six months of 2019 compared to the first six months of 2018. Supply costs per equivalent admission increased 2.9% for medical devices, 7.6% for pharmacy supplies and 0.9% for general medical and surgical items in the first six months of 2019 compared to the first six months of 2018.
Other operating expenses, as a percentage of revenues, were 18.6% in the first six months of 2019 and 18.5% in the first six months of 2018. Other operating expenses is primarily comprised of contract services,
36
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Six Months Ended June 30, 2019 and 2018 (continued)
professional fees, repairs and maintenance, rents and leases, utilities, insurance (including professional liability insurance) and nonincome taxes. Provisions for losses related to professional liability risks were $269 million and $252 million for the first six months of 2019 and 2018, respectively.
Equity in earnings of affiliatesInterest expense was $19 million and $16$428 million in the first six monthsquarter of 20192020 and 2018, respectively.
Depreciation and amortization increased $140 million, from $1.115 billion in the first six months of 2018 to $1.255 billion in the first six months of 2019. The increase in depreciation relates to both acquired facilities and increased capital expenditures at our existing facilities.
Interest expense was $938$461 million in the first six monthsquarter of 2019 and $867 million in the first six months of 2018.2019. Our average debt balance was $34.520$34.136 billion for the first six monthsquarter of 20192020 compared to $33.160$34.036 billion for the first six monthsquarter of 2018.2019. The average effective interest rate for our long-term debt increaseddeclined to 5.5% from 5.3%5.1% for the six monthsquarter ended June 30, 2019 and 2018, respectively.March 31, 2020 from 5.5% for the quarter ended March 31, 2019.
During the first six monthsquarters of 20192020 and 2018,2019, we recorded net gains on sales of facilities of $17$7 million and $414 million, respectively. The net gainslosses on sales of facilities of $1 million, respectively.
During February 2020, we issued $2.700 billion aggregate principal amount of 3.50% senior unsecured notes due 2030. During March 2020, we used the net proceeds for 2018 related primarily to the saleredemption 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 two hospital facilities in our Oklahoma market.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.
The effective tax rates were 23.2%16.2% and 21.2% for the first six monthsquarters of 20192020 and 2018,2019, respectively. The effective tax rate computations exclude net income attributable to noncontrolling interests as it relates to consolidated partnerships. Our provisions for income taxes for the first six monthsquarters of 20192020 and 20182019 included tax benefits of $53 million and $96$49 million, respectively, related to employee equity award settlements. Excluding the effect of these adjustments, the effective tax rate for the first six monthsquarters of 20192020 and 20182019 would have been 25.4%23.8% and 25.1%24.8%, respectively.
Net income attributable to noncontrolling interests increaseddeclined from $284$142 million for the first six monthsquarter of 20182019 to $286$117 million for the first six monthsquarter of 2019.2020. The decline in net income attributable to noncontrolling interests related primarily to the operations of a joint venture in one of our Texas markets and our surgery center partnerships.
Liquidity and Capital Resources
Cash provided by operating activities totaled $2.971$1.375 billion in the first six monthsquarter of 20192020 compared to $2.865 billion$974 million in the first six monthsquarter of 2018.2019. The $106$401 million increase in cash provided by operating activities in the first six monthsquarter of 20192020 compared to the first six monthsquarter of 20182019, related primarily to the net impacteffect of an increasepositive changes in working capital of $678 million, primarily from the collection of patient accounts receivable, partially offset by a decline in net income, excluding gainslosses on salesretirement of facilities,debt, of $257$188 million. The net combination of interest payments and net tax refunds in the first quarter of 2020 was $459 million, and an increase in depreciation expense of $140 million, offset by negative changes of $241 million related to working capital items. Thethe combined interest payments and net tax payments in the first six monthsquarter of 2019 and 2018 were $1.433 billion and $1.284 billion, respectively.was $590 million. Working capital totaled $3.908$3.997 billion at June 30, 2019March 31, 2020 and $2.644$3.439 billion at December 31, 2018.2019.
Cash used in investing activities was $3.113$1.145 billion in the first six monthsquarter of 20192020 compared to $1.315$2.165 billion in the first six monthsquarter of 2018.2019. Acquisitions of hospitals and health care entities increaseddeclined from $538$1.474 billion in the first quarter of 2019 to $328 million in the first six monthsquarter of 2018 to $1.504 billion in the first six months of 2019,2020, primarily related to anthe acquisition of a seven-hospital health system in North Carolina.Carolina in 2019. Excluding acquisitions, capital expenditures were $1.745 billion$853 million in the first six monthsquarter of 20192020 and $1.574 billion$781 million in the first six monthsquarter of 2018. Capital
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
expenditures, excluding acquisitions, are expected to approximate $3.7 billion in 2019. At June 30, 2019,March 31, 2020, there were projects under construction which had estimated additional costs to complete and equip over the next five years of approximately $3.4 billion. We expect to finance capital expenditures with internally generated and borrowed funds.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
Cash received from disposals of hospitals and health care entities declined $758used in financing activities totaled $109 million forin the first six monthsquarter of 20192020 compared to the first six months of 2018 primarily related to the receipt of $758 million in 2018 from the sale of the two hospital facilities in our Oklahoma market.
Cashcash provided by financing activities totaled $2.070of $1.216 billion in the first six monthsquarter of 2019 compared to2019. During the first quarter of 2020, net cash flows used in financing activities included a net increase of $1.408 billion in the first six months$813 million from net borrowings on our revolving bank credit facilities and refinancing activity, payments of 2018.dividends of $152 million, repurchases of common stock of $441 million, distributions to noncontrolling interests of $154 million and payments of debt issuance costs of $34 million. During the first six monthsquarter of 2019, net cash flows provided by financing activities included a net increase of $3.313$1.911 billion in our indebtedness, paymentspayment of cash dividends of $278$141 million, repurchases of common stock of $520 million, distributions to noncontrolling interests of $247 million and payments of debt issuance costs of $63 million. During the first six months of 2018, net cash flows used in financing activities included a net increase of $109 million in our indebtedness, payment of cash dividends of $245 million, repurchases of common stock of $893$278 million and distributions to noncontrolling interests of $185$136 million.
In response to the risks the
COVID-19
pandemic presents to our business, we have suspended our share repurchase and quarterly dividend programs and reduced certain planned projects and capital expenditures. We expect to evaluate resumption of these programs at a future date.
We are a highly leveraged company with significant debt service requirements. Our debt totaled $36.193$34.861 billion at June 30, 2019.March 31, 2020. Our interest expense was $938$428 million for the first six monthsquarter of 20192020 and $867$461 million for the first six monthsquarter of 2018.2019.
In addition to cash flows from operations, available sources of capital include amounts available under our senior secured credit facilities ($5.7323.798 billion and $2.712$7.718 billion available as of JuneMarch 31, 2020 and April 30, 2019 and July 31, 2019,2020, respectively) and anticipated access to public and private debt markets.
The increase in the amount available under our senior secured credit facilities is due to repayment of the outstanding borrowings on these facilities using cash received in April as provided for in the CARES Act.
During January 2019,February 2020, we issued $1.500$2.700 billion aggregate principal amount of 3.50% senior unsecured notes comprised of $1.000 billion aggregate principal amount of 5.875% notes due 2029 and $500 million aggregate principal amount of 5.625% notes due 2028. We2030. During March 2020, we used the net proceeds to fundfor the purchaseredemption of a seven-hospital health system located in western North Carolina.
During June 2019, we issued $5.000 billion aggregate principal amount of senior secured notes comprised of $2.000 billion aggregate principal amount of 4 1/8% notes due 2029,all $1.000 billion aggregate principal amount of 5 1/8% notes due 2039 and $2.000 billion aggregate principal amount of 5 1/4% notes due 2049. During June 2019, we used the proceeds to temporarily reduce the balance under the asset-based revolving credit facility. During July 2019, we redeemed all $600 million outstanding aggregate principal amount of 4.25% senior secured notes due 2019, all $3.000 billion outstanding aggregate principal amount of 6.50%HCA Healthcare, Inc.’s 6.25% senior secured notes due 20202021 and, together with available funds, for the redemption of all $1.350$2.000 billion outstanding aggregate principal amount of 5.875%HCA Inc.’s 7.50% senior secured notes due 2022. Pretax losses on retirement
In response to the risks the
COVID-19
pandemic presents to our business, during March 2020, we also entered into a credit agreement that provides for a
 364-day
 secured term loan facility for an aggregate principal amount of debt totaling $211 millionup to $2.000 billion. The facility will mature in March 2021. If drawn, amounts outstanding under the credit agreement will bear interest at either (i) the LIBOR rate plus 2.50% or (ii) an alternate base rate as defined in the credit agreement. As of March 31, 2020 and April 30, 2020, there were no amounts outstanding nor draw notices pending under the facility.
Subsequent to March 31, 2020, the Company requested accelerated Medicare payments as provided for these redemptionsin the CARES Act, which allows for eligible health care facilities to request up to six months of advance Medicare payments for acute care hospitals or up to three months of advance Medicare payments for other health care providers. After 120 days past receipt of the advance payment, claims for services provided to Medicare beneficiaries will be applied against the advance payment balance. Any unapplied advance payment amounts must be paid in full within one year from receipt of the advance payments for acute care hospitals and within 210 days for other health care providers. During April 2020, the Company received approximately $4.3 billion from these accelerated Medicare payment requests.
In April 2020 the Company received approximately $900 million
based on the expected allocation methodology of the first $50 billion distributed from the CARES Act Provider Relief Fund. Further allocation of the funds provided for in the CARES Act may be received in future periods. However, we are not able to estimate the amount of additional funds we may receive. These government payments are currently expected to
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
be recognized in our operations during the second quarter ending September 30, 2019.of 2020 and will not be subject to repayment, provided the Company is able to attest to and comply with the terms and conditions of the funding.
Further legislation enacted on April 24, 2020 provides for an additional $75 billion in emergency appropriations to eligible providers for their COVID-19 response. Recipients will not be required to repay the government for funds received, provided they comply with terms and conditions, which have not yet been finalized.
Investments of our professional liability insurance subsidiaries, held to maintain statutory equity levels and to provide liquidity to pay claims, totaled $455$438 million and $409$462 million at June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. An insurance subsidiary maintained net reserves for professional liability risks of $176$178 million and $183$175 million at June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. Our facilities are insured by a 100% owned insurance subsidiary for losses up to $50 million per occurrence; however, this coverage is generally subject, in most cases, to a $15 million per occurrence self-insured retention. Net reserves for the self-insured professional liability risks retained were $1.597$1.683 billion and $1.509$1.606 billion at June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. Claims payments, net of reinsurance recoveries, during the next 12 months are expected to approximate $454$465 million. We estimate that approximately $412$413 million of the expected net claim payments during the next 12 months will relate to claims subject to the self-insured retention.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
LiquidityConsidering the actions discussed above to respond to the uncertainty arising from the COVID-19 pandemic and Capital Resources (continued)
provide additional financial flexibility,
Managementmanagement believes that cash flows from operations, amounts available under our senior secured credit facilities and our anticipated access to public and private debt markets will be sufficient to meet expected liquidity needs during the next 12 months.
Summarized Financial Information
During March 2020, HCA Healthcare, Inc. redeemed all $1.000 billion outstanding aggregate principal amount of its 6.250% senior unsecured notes due 2021. These notes were our only registered debt securities for which HCA Healthcare, Inc. was the issuer. HCA Inc., a direct wholly-owned subsidiary of HCA Healthcare, Inc., is the obligor under a substantial portion of our indebtedness, including our senior secured credit facilities, senior secured notes and senior unsecured notes. The senior secured notes and senior unsecured notes issued by HCA Inc. are fully and unconditionally guaranteed by HCA Healthcare, Inc. The senior secured credit facilities and senior secured notes are fully and unconditionally guaranteed, subject to customary release provisions, by substantially all existing and future, direct and indirect, 100% owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our senior secured asset-based revolving credit facility). For further information regarding such guarantees, refer to the applicable indentures that are filed as exhibits to our annual report on Form 10-K for the year ended December 31, 2019.
Summarized financial information is presented on a combined basis and transactions between the combining entities have been eliminated. Financial information for nonguarantor entities has been excluded. The summarized operating results information for the quarter ended March 31, 2020 and year ended December 31, 2019 and the summarized balance sheet information at March 31, 2020 and December 31, 2019, for HCA Healthcare, Inc., HCA Inc. and the subsidiary guarantors (the Parent, Subsidiary Issuer and Subsidiary Guarantors) follow (dollars in millions):
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
Summarized Financial Information (continued)
Quarter Ended March 31, 2020 and Year Ended December 31, 2019:
         
 
Quarter
March 31, 2020
  
Year
December 31, 2019
 
Revenues
 $
 7,750
  $
29,220
 
Income before income taxes
  
627
   
3,912
 
Net income
  
535
   
2,993
 
Net income attributable to Parent, Subsidiary Issuer and Subsidiary Guarantors
  
516
   
2,902
 
         
At March 31, 2020 and December 31, 2019:
      
       
 
March 31,
2020
  
December 31,
2019
 
Current assets
 $
 6,623
  $
6,090
 
Property and equipment, net
  
14,859
   
13,418
 
Goodwill and other intangible assets
  
5,819
   
5,743
 
Total noncurrent assets
  
21,543
   
19,977
 
Total assets
  
28,166
   
26,067
 
         
Current liabilities
  
4,148
   
4,504
 
Long-term debt, net
  
34,364
   
33,227
 
Intercompany balances
  
1,342
   
(53
)
Income taxes and other liabilities
  
885
   
879
 
Total noncurrent liabilities
  
37,004
   
34,398
 
         
Stockholders’ deficit attributable to Parent, Subsidiary Issuer and Subsidiary Guarantors
  
(13,092
)  
(12,941
)
Noncontrolling interests
  
106
   
106
 
Market Risk
We are exposed to market risk related to changes in market values of securities. The investments in our 100% owned insurance subsidiaries were $455$438 million at June 30, 2019.March 31, 2020. These investments are carried at fair value, with changes in unrealized gains and losses that are not credit-related being recorded as adjustments to other comprehensive income. At June 30, 2019,March 31, 2020, we had a net unrealized gain of $17$13 million on the insurance subsidiaries’ investments.
We are exposed to market risk related to market illiquidity. Investments in debt and equity securities of our 100% owned insurance subsidiaries could be impaired by the inability to access the capital markets. Should the 100% owned insurance subsidiaries require significant amounts of cash in excess of normal cash requirements to pay claims and other expenses on short notice, we may have difficulty selling these investments in a timely manner or be forced to sell them at a price less than what we might otherwise have been able to in a normal market environment. We may be required to recognize other-than-temporarycredit-related impairments on our investment securities in future periods should issuers default on interest payments or should the fair market valuations of the securities deteriorate due to ratings downgrades or other issue-specific factors.
We are also exposed to market risk related to changes in interest rates, and we periodically enter into interest rate swap agreements to manage our exposure to these fluctuations. Our interest rate swap agreements involve the exchange of fixed and variable rate interest payments between two parties, based on common
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
Market Risk (continued)
notional principal amounts and maturity dates. The notional amounts of the swap agreements represent balances 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 interest payments under these agreements are settled on a net basis. These derivatives have been recognized in the financial statements at their respective fair values. Changes in the fair value of these derivatives, which are designated as cash flow hedges, are included in other comprehensive income, and changes in the fair value of derivatives which have not been designated as hedges are recorded in operations.income.
With respect to our interest-bearing liabilities, approximately $5.132 billion of long-term debt at March 31, 2020 was subject to variable rates of interest, while the remaining balance in long-term debt of $29.729 billion at March 31, 2020 was subject to fixed rates of interest. Both the general level of interest rates and, for the senior secured credit facilities, our leverage affect our variable interest rates. Our variable debt is comprised primarily of amounts outstanding under the senior secured credit facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, 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. The applicable margin for borrowings under the senior secured credit facilities may fluctuate according to a leverage ratio. The average effective interest rate for our long-term debt was 5.5%5.1% and 5.3%5.5% for the six monthsquarters ended June 30,March 31, 2020 and 2019, and 2018, respectively.
The estimated fair value of our total long-term debt was $38.773$35.548 billion at June 30, 2019.March 31, 2020. The estimates of fair value are based upon the quoted market prices for the same or similar issues of long-term debt with the same maturities. Based on a hypothetical 1% increase in interest rates, the potential annualized reduction to future pretax earnings would be approximately $45$51 million. To mitigate the impact of fluctuations in interest rates, we generally target a portion of our debt portfolio to be maintained at fixed rates.
We are exposed to currency translation risk related to our foreign operations. We currently do not consider the market risk related to foreign currency translation to be material to our consolidated financial statements or our liquidity.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Tax Examinations
The Internal Revenue Service beganwas conducting an examination of the Company’s 2016, 2017 and 20172018 federal income tax returns during 2019.at March 31, 2020. We are also subject to examination by state and foreign taxing authorities. Management believes HCA Healthcare, Inc. and its predecessors, subsidiaries and affiliates properly reported taxable income and paid taxes in accordance with applicable laws and agreements established with IRS, state and foreign taxing authorities and final resolution of any disputes will not have a material, adverse effect on our results of operations or financial position. However, if payments due upon final resolution of any issues exceed our recorded estimates, such resolutions could have a material, adverse effect on our results of operations or financial position.
Operating Data
         
 
2019
  
2018
 
Number of hospitals in operation at:
      
March 31
  
185
   
178
 
June 30
  
184
   
178
 
September 30
     
179
 
December 31
     
179
 
Number of freestanding outpatient surgical centers in operation at:
      
March 31
  
124
   
120
 
June 30
  
125
   
122
 
September 30
     
122
 
December 31
     
123
 
Licensed hospital beds at(a):
      
March 31
  
48,455
   
46,745
 
June 30
  
48,483
   
46,723
 
September 30
     
47,060
 
December 31
     
47,199
 
Weighted average licensed beds(b):
      
Quarter:
      
First
  
48,036
   
46,686
 
Second
  
48,429
   
46,667
 
Third
     
46,909
 
Fourth
     
47,159
 
Year
     
46,857
 
Average daily census(c):
      
Quarter:
      
First
  
28,966
   
28,130
 
Second
  
27,808
   
26,047
 
Third
     
25,991
 
Fourth
     
26,510
 
Year
     
26,663
 
Admissions(d):
      
Quarter:
      
First
  
523,196
   
507,873
 
Second
  
518,253
   
494,610
 
Third
     
497,899
 
Fourth
     
503,371
 
Year
     
2,003,753
 
         
 
2020
  
2019
 
Number of hospitals in operation at:
      
March 31
  
186
   
185
 
June 30
     
184
 
September 30
     
184
 
December 31
     
184
 
 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Operating Data (continued)
         
 
2019
  
2018
 
Equivalent admissions(e):
      
Quarter:
      
First
  
889,956
   
849,164
 
Second
  
903,419
   
851,047
 
Third
     
854,940
 
Fourth
     
865,255
 
Year
     
3,420,406
 
Average length of stay (days)(f):
      
Quarter:
      
First
  
5.0
   
5.0
 
Second
  
4.9
   
4.8
 
Third
     
4.8
 
Fourth
     
4.8
 
Emergency room visits(g):
      
Quarter:
      
First
  
2,287,440
   
2,302,112
 
Second
  
2,253,337
   
2,148,338
 
Third
     
2,139,375
 
Fourth
     
2,174,606
 
Year
     
8,764,431
 
Outpatient surgeries(h)*:
      
Quarter:
      
First
  
240,846
   
232,483
 
Second
  
253,441
   
246,013
 
Third
     
236,801
 
Fourth
     
256,240
 
Year
     
971,537
 
Inpatient surgeries(i)*:
      
Quarter:
      
First
  
137,363
   
135,036
 
Second
  
140,473
   
137,403
 
Third
     
137,156
 
Fourth
     
138,625
 
Year
     
548,220
 
Days revenues in accounts receivable(j):
      
Quarter:
      
First
  
53
   
50
 
Second
  
52
   
52
 
Third
    ��
52
 
Fourth
     
51
 
         
 
2020
  
2019
 
Number of freestanding outpatient surgical centers in operation at:
      
March 31
  
123
   
124
 
June 30
     
125
 
September 30
     
125
 
December 31
     
123
 
Licensed hospital beds at(a):
      
March 31
  
49,357
   
48,455
 
June 30
     
48,483
 
September 30
     
48,588
 
December 31
     
49,035
 
Weighted average licensed beds(b):
      
Quarter:
      
First
  
49,160
   
48,036
 
Second
     
48,429
 
Third
     
48,535
 
Fourth
     
48,911
 
Year
     
48,480
 
Average daily census(c):
      
Quarter:
      
First
  
28,822
   
28,966
 
Second
     
27,808
 
Third
     
27,502
 
Fourth
     
28,274
 
Year
     
28,134
 
Admissions(d):
      
Quarter:
      
First
  
528,244
   
523,196
 
Second
     
518,253
 
Third
     
527,284
 
Fourth
     
540,194
 
Year
     
2,108,927
 
Equivalent admissions(e):
      
Quarter:
      
First
  
889,035
   
889,956
 
Second
     
903,419
 
Third
     
918,964
 
Fourth
     
933,996
 
Year
     
3,646,335
 
Average length of stay (days)(f):
      
Quarter:
      
First
  
5.0
   
5.0
 
Second
     
4.9
 
Third
     
4.8
 
Fourth
     
4.8
 
Year
     
4.9
 
Emergency room visits(g):
      
Quarter:
      
First
  
2,264,707
   
2,287,440
 
Second
     
2,253,337
 
Third
     
2,269,364
 
Fourth
     
2,350,988
 
Year
     
9,161,129
 
 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Operating Data (continued)
         
 
2019
  
2018
 
Outpatient revenues as a % of patient revenues(k):
      
Quarter:
      
First
  
38
%  
37
%
Second
  
39
%  
39
%
Third
     
39
%
Fourth
     
38
%
Year
     
38
%
         
 
2020
  
2019
 
Outpatient surgeries(h):
      
Quarter:
      
First
  
226,319
   
240,846
 
Second
     
253,441
 
Third
     
249,177
 
Fourth
     
266,483
 
Year
     
1,009,947
 
Inpatient surgeries(i):
      
Quarter:
      
First
  
135,145
   
137,363
 
Second
     
140,473
 
Third
     
143,215
 
Fourth
     
145,584
 
Year
     
566,635
 
Days revenues in accounts receivable(j):
      
Quarter:
      
First
  
49
   
53
 
Second
     
52
 
Third
     
52
 
Fourth
     
50
 
Outpatient revenues as a % of patient revenues(k):
      
Quarter:
      
First
  
37
%  
38
%
Second
     
39
%
Third
     
39
%
Fourth
     
39
%
Year
     
39
%
 
 
(a)Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.
 
(b)Represents the average number of licensed beds, weighted based on periods owned.
 
(c)Represents the average number of patients in our hospital beds each day.
 
(d)Represents the total number of patients admitted to our hospitals and is used by management and certain investors as a general measure of inpatient volume.
 
(e)Equivalent admissions are used by management and certain investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient revenues and gross outpatient revenues and then dividing the resulting amount by gross inpatient revenues. The equivalent admissions computation “equates” outpatient revenues to the volume measure (admissions) used to measure inpatient volume resulting in a general measure of combined inpatient and outpatient volume.
 
(f)Represents the average number of days admitted patients stay in our hospitals.
 
(g)Represents the number of patients treated in our emergency rooms.
 
(h)Represents the number of surgeries performed on patients who were not admitted to our hospitals. Pain management and endoscopy procedures are not included in outpatient surgeries. Reclassifications between inpatient surgery cases and outpatient surgery cases for 2018 have been made to conform to the 2019 presentation.
 
(i)Represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management and endoscopy procedures are not included in inpatient surgeries. Reclassifications between inpatient surgery cases and outpatient surgery cases for 2018 have been made to conform to the 2019 presentation.
 
(j)Revenues per day is calculated by dividing revenues for the quarter by the days in the quarter. Days revenues in accounts receivable is then calculated as accounts receivable at the end of the quarter divided by revenues per day.
 
(k)Represents the percentage of patient revenues related to patients who are not admitted to our hospitals.
 
*Reclassifications between inpatient surgery cases and outpatient surgery cases for the first, second and third quarters of 2018 have been made to conform to the 2019 presentation.
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided under the caption “Market Risk” under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
ITEM 4.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
HCA’s management, with participation of HCA’s chief executive officer and chief financial officer, has evaluated the effectiveness of HCA’s disclosure controls and procedures as of June 30, 2019.March 31, 2020. Based on that evaluation, HCA’s chief executive officer and chief financial officer concluded that HCA’s disclosure controls and procedures were effective as of June 30, 2019. There were no material changes in HCA’s internal control over financial reporting during the second quarter of 2019.March 31, 2020.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
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.
Health care companies are subject to numerous investigations by various governmental agencies. Further, underUnder the federal False Claims Act (“FCA”), private parties have the right to bring
qui tam
, or “whistleblower,” suits 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 CMS 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. We believe that our participation is and has been consistent with the requirements of the Program. 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
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tam
lawsuit,lawsuit. The Company believes that our participation is and the Company has not yet been servedconsistent with the complaint.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.
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ITEM 1A.    RISK FACTORS
Reference is made to the factors set forth under the caption “Forward-Looking Statements” in Part I, Item 2 of this quarterly report on Form
 10-Q
and other risk factors described in our annual report on Form
 10-K
for the year ended December 31, 2018,2019, which are incorporated herein by reference. There have not been any material changes to the risk factors previously disclosed in our annual report on Form
 10-K
for the year ended December 31, 2018.2019, except as set forth below.
The
COVID-19
pandemic is significantly affecting our operations, business and financial condition. Our liquidity could also be negatively impacted, particularly if the U.S. economy remains unstable for a significant amount of time.
On March 11, 2020, the World Health Organization declared the outbreak of
COVID-19,
a disease caused by a novel coronavirus, a pandemic. This disease continues to spread throughout the United States and other parts of the world. The
COVID-19
pandemic is significantly affecting our employees, patients, hospitals, communities and business operations, as well as the U.S. economy and financial markets. As the
COVID-19
crisis is still rapidly evolving, the full extent to which the
COVID-19
outbreak will impact our business, results of operations, financial condition and liquidity will depend on future developments that are highly uncertain and cannot be accurately predicted.
We have been working with federal, state and local health authorities to respond to
COVID-19
cases in the markets we serve and are taking or supporting measures to try to limit the spread of the virus and to mitigate the burden on the health care system. Although we are implementing considerable safety measures, as a front line provider of health care services, we have been and will continue to be impacted by the health and economic effects of
COVID-19.
Beginning in the last two weeks of March 2020, we began cancelling a substantial amount of elective procedures at our facilities and have closed or reduced operating hours at a significant number of our surgery centers that specialize in elective procedures, resulting in significantly reduced patient volumes and operating revenues. Treatment of
COVID-19
patients has associated risks to our employees and physicians, which may adversely affect our operating capacity. These circumstances could result in workforce disruptions and increased patient reluctance to seek our services.
Restrictive measures, like travel bans, social distancing, quarantines and
stay-at-home
and
shelter-in-place
orders, have also reduced the volume of procedures performed at our facilities, as well as the volume of emergency room and physician office visits unrelated to
COVID-19.
At this time, we believe that certain of these patient volume declines reflect a deferral of health care services utilization to a later period, rather than a permanent reduction in demand for our services; however, we cannot provide assurances as to the recovery of
pre-pandemic
patient volumes or the ultimate impact on demand. Further, our patient volumes may be adversely impacted by the expanded use of telehealth services as a result of reduced regulatory barriers on the use and reimbursement of telehealth services and individuals becoming more comfortable with receiving remote care. Despite considerable efforts to source vital supplies, we have experienced and may continue to experience supply chain disruptions, including delays and price increases in equipment, pharmaceuticals and medical supplies, particularly personal protective equipment (“PPE”), and we may experience shortages. Staffing, equipment, and pharmaceutical and medical supplies shortages may also impact our ability to see, admit and treat patients. In addition, such restrictive measures may impact the availability of employed and contract labor staffing for corporate support services, including, but not limited to, coding, billing, collection and other business office functions, resulting in delays or failures in executing established control procedures that are not sufficiently mitigated through execution of our business continuity plans.
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Broad economic factors resulting from the current
COVID-19
pandemic, including high unemployment and underemployment rates and reduced consumer spending and confidence, also affect our service mix, revenue mix payer mix and patient volumes, as well as our ability to collect outstanding receivables. Business closings and layoffs in the areas where we operate may lead to increases in the uninsured and underinsured populations and adversely affect demand for our services, as well as the ability of patients and other payers to pay for services rendered. Any increase in the amount or deterioration in the collectability of patient accounts receivable will adversely affect our cash flows and results of operations, requiring an increased level of working capital. In addition, our results and financial condition may be adversely affected by federal, state or local laws, regulations, orders, or other governmental or regulatory actions addressing the current
COVID-19
pandemic or the U.S. health care system, which, if adopted, could result in direct or indirect restrictions to our business, financial condition, results of operations and cash flow. We may also be subject to claims from patients, employees and others exposed to
COVID-19
at our facilities. Such actions may involve large demands, as well as substantial defense costs, though there is no certainty at this time whether any such lawsuits will be filed or the outcome of such lawsuits if filed. Our professional and general liability insurance, a portion of which is provided through a 100% owned insurance subsidiary, may not cover all claims against us.
If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, our liquidity and ability to repay our outstanding debt may be harmed and the trading price of our common stock could decline. Furthermore, the current
COVID-19
pandemic may cause disruption in the financial markets. These factors may affect the availability, terms or timing on which we may obtain any additional funding. There can be no assurance that we will be able to raise additional funds on terms acceptable to us, if at all.
The foregoing and other continued disruptions to our business as a result of the
COVID-19
pandemic could heighten the risks in certain of the other risk factors described in our Annual Report on Form
10-K
for the year ended December 31, 2019, any of which could have a material adverse effect on our results of operations and financial position.
There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and future stimulus legislation, if any. There can be no assurance as to the total amount of financial assistance or types of assistance we will receive, that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for health care providers or that additional stimulus legislation will be enacted.
The CARES Act is a $2 trillion economic stimulus package signed into law on March 27, 2020, in response to the
COVID-19
pandemic. In an effort to stabilize the U.S. economy, the CARES Act provides for cash payments to individuals and loans and grants to small businesses, among other measures. For hospitals and other health care providers, it authorizes $100 billion in funding to be distributed through the Public Health and Social Services Emergency Fund (“PHSSEF”). These funds are intended to reimburse eligible providers and suppliers for health care-related expenses or lost revenues attributable to
COVID-19.
Recipients are not required to repay these funds, provided that they attest to and comply with certain terms and conditions, including limitations on balance billing and not using PHSSEF funds to reimburse expenses or losses that other sources are obligated to reimburse. The U.S. Department of Health and Human Services (“HHS”) allocated half of the CARES Act provider relief funding for general distribution to Medicare providers impacted by
COVID-19.
Initially, HHS distributed $30 billion of this funding based on each provider’s share of total Medicare
fee-for-service
reimbursement in 2019. HHS has started to distribute an additional $20 billion and announced that the total $50 billion of general distribution funding will ultimately be allocated proportional to providers’ share of net patient revenue. Of the remaining $50 billion of funding, HHS has indicated that $12 billion will be allocated for targeted distribution to hospitals in areas particularly impacted by
COVID-19
and $10 billion will be allocated for rural health clinics and hospitals. A portion of the balance of $28 billion is expected to be used to reimburse health care providers that submit claims requests for
COVID-19-related
treatment of uninsured patients at Medicare rates. However, some providers, including skilled nursing facilities, dentists, and providers that solely take Medicaid, are expected to receive further, separate funding from this balance. HHS has not yet
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announced the precise method by which future payments from the PHSSEF will be determined or allocated, so the potential impact to the Company is not currently known.
The CARES Act also makes other forms of financial assistance available to health care providers, including Medicare and Medicaid payments adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which makes available advance payments of Medicare funds in order to increase cash flow to providers. During April 2020, the Company received approximately $4.3 billion in accelerated Medicare payments, which are required to be repaid or recouped by CMS. In addition to financial assistance, the CARES Act includes provisions intended to increase access to medical supplies and equipment and ease legal and regulatory burdens on health care providers. Many of these measures, such as flexibilities related to the provision of telehealth services, are effective only for the duration of the public health emergency. The CARES Act also includes certain tax provisions.
In addition to the funds appropriated under the CARES Act, further legislation signed into law on April 24, 2020, provides for emergency appropriations for
COVID-19
response, including $75 billion to be distributed to eligible providers through the PHSSEF. This funding is intended to reimburse eligible providers for lost revenues and health care-related expenses attributable to the
COVID-19
pandemic. Applicants for the funds will be required to submit a justification statement for the payments. Recipients will not be required to repay the government for funds received, provided they comply with terms and conditions, which have not yet been finalized.
Due to the recent enactment of the CARES Act and other enacted legislation, there is still a high degree of uncertainty surrounding their implementation, and the public health emergency continues to evolve. The federal government may consider additional stimulus and relief efforts, but we are unable to predict whether additional stimulus measures will be enacted or their impact. There can be no assurance as to the total amount of financial and other types of assistance we will receive under the CARES Act or future legislation, if any, and it is difficult to predict the impact of such legislation on our operations. Further, there can be no assurance that the terms of provider relief funding or other programs will not change in ways that affect our funding or eligibility to participate. We will continue to assess the potential impact of
COVID-19
and government responses to the pandemic on our business, results of operations, financial condition and cash flows.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During January 2020 and 2019, our Board of Directors authorized a share repurchase programprograms for up to $2$4 billion ($2 billion for each authorization) of our outstanding common stock. During the quarter ended June 30, 2019,March 31, 2020, we repurchased 1,928,1573,287,027 shares of our common stock at an average price of $125.56$134.18 per share through market purchases pursuant to the $2 billion share repurchase program authorized during January 2019. At June 30, 2019,March 31, 2020, we had $1.753$2.800 billion of repurchase authorization available under the January 2019 authorization.and 2020 authorizations.
In response to the risks the
COVID-19
pandemic presents to our business, during March 2020, we announced the suspension of our share repurchase programs and expect to evaluate the resumption of the programs at a future date.
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The following table provides certain information with respect to our repurchases of common stock from AprilJanuary 1, 20192020 through June 30, 2019March 31, 2020 (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, 2019 through April 30, 2019
  
745,636
  $
124.81
   
745,636
  $
1,902
 
May 1, 2019 through May 31, 2019
  
555,252
  $
124.33
   
555,252
  $
1,833
 
June 1, 2019 through June 30, 2019
  
627,269
  $
127.54
   
627,269
  $
1,753
 
                 
Total for second quarter 2019
  
1,928,157
  $
125.56
   
1,928,157
  $
1,753
 
                 
                 
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, 2020 through January 31, 2020
  
570,980
  $
147.12
   
570,980
  $
3,157
 
February 1, 2020 through February 29, 2020
  
1,297,864
  $
144.87
   
1,297,864
  $
2,969
 
March 1, 2020 through March 31, 2020
  
1,418,183
  $
119.18
   
1,418,183
  $
2,800
 
                 
Total for first quarter 2020
  
3,287,027
  $
134.18
   
3,287,027
  $
2,800
 
                 
In response to the
On July 30, 2019, our BoardCOVID-19
pandemic concerns, we announced the suspension of Directors declared athe Company’s quarterly dividend program for the second quarter of $0.40 per share on our common stock payable on September 30, 20192020. The Company expects to stockholdersevaluate resumption of record on September 3, 2019. Futurethe program at a future date. Any other future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors. Our ability to declare future dividends may also from time to time be limited by the terms of our debt agreements.
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ITEM 6.    EXHIBITS
(a) List of Exhibits:
       
       
 
        3.1
—
Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only).
        3.2
—
Amended and Restated Bylaws of the Company (restated for SEC filing purposes only).
4.1
  
—
 
Supplemental Indenture No. 23,26, dated as of June 12, 2019,February 26, 2020, 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, 2019February 26, 2020 (File No. 001-11239), and incorporated herein by reference).
       
 
        4.2
  
—
 
Supplemental Indenture No. 24, dated asForm 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 as3.500% Senior Notes Due 2030 (included in 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)4.1).
       
 
        4.3
  
—
 
Supplemental Indenture No. 25,Credit Agreement, dated as of June 12, 2019,March 19, 2020, by and among HCA Inc., HCA Healthcare, Inc.as borrower, Bank of America, N.A., as administrative agent and collateral agent, and the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agentlenders party thereto (filed as Exhibit 4.44.1 to the Company’s Current Report on Form 8-K filed June 12, 2019March 20, 2020 (File No. 001-11239), and incorporated herein by reference).
       
 
        4.4
  
—
 
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 of 4 1/8% Senior Secured Notes due 2029 (included in Exhibit 4.1)8-K filed March 20, 2020 (File No. 001-11239), and incorporated herein by reference).
       
 
        4.5
  
—
 
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 of 5 1/8% Senior Secured Notes due 2039 (included in Exhibit 4.2)8-K filed March 20, 2020 (File No. 001-11239), and incorporated herein by reference).
       
 
        4.6
  
—
 
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 of 5 1/4% Senior Secured Notes due 2049 (included in Exhibit 4.3)8-K filed March 20, 2020 (File No. 001-11239), and incorporated herein by reference).
       
 
        4.7
  
—
 
Additional Receivables IntercreditorJoinder Agreement, dated as of March 31, 2020, to the Credit Agreement, dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 12, 2019,28, 2017), by and between Bank of America, N.A., as ABL Collateral Agent,among the subsidiary borrowers party thereto and Bank of America, N.A., as First Lien Collateral Agent (filedadministrative agent.
        4.8
—
Supplement No. 16, dated as Exhibit 4.11of March 31, 2020, to the Company’s Current ReportSecurity Agreement, dated as of September 30, 2011, by and among the grantors party thereto and Bank of America, N.A., as collateral agent.
        4.9
—
Supplement No. 16, dated as of March 31, 2020, to the Amended and Restated Pledge Agreement, dated as of March 2, 2009, by and among the additional pledgors named therein and Bank of America, N.A., as collateral agent.
        4.10
—
Supplement No. 17, dated as of March 31, 2020, to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on Form 8-KFebruary 26, 2014, by and among the U.S. guarantors party thereto and Bank of America, N.A., as administrative agent.
        4.11
—
Supplement No. 17, dated as of March 31, 2020, to the Amended and Restated Security Agreement, dated as of March 2, 2009, as supplemented, by and among the new grantors named therein and Bank of America, N.A., as collateral agent.
        4.12
—
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.
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        4.13(a)
—
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.
        4.13(b)
—
Schedule of Omitted Supplemental Indentures to Supplemental Indentures, filed June 12, 2019 (File No. 001-11239), and incorporated herein by reference).pursuant to Instruction 2 to Item 601 of Regulation SK.
       
 
      10.1
  
—
 
HCA Healthcare, Inc. 20192020 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 20192020 (File No. 001-11239), and incorporated herein by reference).*
      10.2
—
Form of Director Restricted Share Unit Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates.*
      22
—
List of Subsidiary Guarantors.
       
 
      31.1
  
—
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
      31.2
  
—
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
      32
  
—
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
 
      101
  
—
 
The following financial information from our quarterly report on Form
 10-Q
for the quarters ended March 31, 2020 and six months ended June 30, 2019, and 2018, filed with the SEC on August 2, 2019,May 6, 2020, formatted in Inline Extensible Business Reporting Language: (i) the condensed consolidated balance sheets at June 30, 2019March 31, 2020 and December 31, 2018,2019, (ii) the condensed consolidated income statements for the quarters ended March 31, 2020 and six months ended June 30, 2019, and 2018, (iii) the condensed consolidated comprehensive income statements for the quarters ended March 31, 2020 and six months ended June 30, 2019, and 2018, (iv) the condensed consolidated statements of stockholders’ deficit for the quarters ended March 31, 2020 and six months ended June 30, 2019, and 2018, (v) the condensed consolidated statements of cash flows for the six monthsquarters ended June 30,March 31, 2020 and 2019 and 2018 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, 2019,March 31, 2020, formatted in Inline XBRL (included in Exhibit 101).
 
*Management compensatory plan or arrangement

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   
HCA Healthcare, Inc.
   
By:
 
/s/ 
William B. Rutherford
 
William B. Rutherford
 
Executive Vice President and Chief Financial Officer
Date: August 2, 2019May 6, 2020
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