HCA Healthcare, Inc 10-Q for FY2021 Q2
HCA Healthcare, Inc. (HCA)
10-Q
2021-08-02
For: 2021-06-30
View Original
Added on
April 08, 2026
About this 10-Q
HCA Healthcare, Inc filed this 10-Q on August 2, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).
Headline figures
Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $14.44B
- up 30.4% from $11.07B a year earlier
- Net income
- $1.45B
- up 34.4% from net income of $1.08B a year earlier
- Diluted EPS
- $4.36
- up 38.0% from $3.16 a year earlier
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, 2021
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| |
||
(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 | ||
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 Yes ☒ No ☐
Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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. | |
☒ |
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 26, 2021 | |
| Voting common stock, $.01 par value |
HCA HEALTHCARE, INC.
Form 10-Q
June 30, 2021
Page of Form 10-Q |
||||||
| Part I. |
Financial Information |
|||||
| Item 1. |
Financial Statements (Unaudited): | |||||
| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
| 6 | ||||||
| 7 | ||||||
| Item 2. |
18 | |||||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 38 | ||||
| Item 4. |
Controls and Procedures | 38 | ||||
| Part II. |
Other Information |
|||||
| Item 1. |
Legal Proceedings | 38 | ||||
| Item 1A. |
Risk Factors | 38 | ||||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 38 | ||||
| Item 6. |
Exhibits | 40 | ||||
| 41 | ||||||
1
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Unaudited
(Dollars in millions, except per share amounts)
Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Revenues |
$ |
$ | $ |
$ | ||||||||||||
Salaries and benefits |
||||||||||||||||
Supplies |
||||||||||||||||
Other operating expenses |
||||||||||||||||
Government stimulus income |
( |
) | ( |
) | ||||||||||||
Equity in earnings of affiliates |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Depreciation and amortization |
||||||||||||||||
Interest expense |
||||||||||||||||
Losses (gains) on sales of facilities |
( |
) |
( |
) |
||||||||||||
Losses on retirement of debt |
||||||||||||||||
Income before income taxes |
||||||||||||||||
Provision for income taxes |
||||||||||||||||
Net income |
||||||||||||||||
Net income attributable to noncontrolling interests |
||||||||||||||||
Net income attributable to HCA Healthcare, Inc. |
$ |
$ | $ |
$ | ||||||||||||
Per share data: |
||||||||||||||||
Basic earnings |
$ |
$ | $ |
$ | ||||||||||||
Diluted earnings |
$ |
$ | $ |
$ | ||||||||||||
Shares used in earnings per share calculations (in millions): |
||||||||||||||||
Basic |
||||||||||||||||
Diluted |
||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Unaudited
(Dollars in millions)
Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Net income |
$ |
$ | $ |
$ | ||||||||||||
Other comprehensive income (loss) before taxes: |
||||||||||||||||
Foreign currency translation |
( |
) | ( |
) | ||||||||||||
Unrealized gains (losses) on available-for-sale |
( |
) |
||||||||||||||
Defined benefit plans |
||||||||||||||||
Pension costs included in salaries and benefits |
||||||||||||||||
Change in fair value of derivative financial instruments |
( |
) |
( |
) | ( |
) | ||||||||||
Interest costs included in interest expense |
||||||||||||||||
| ( |
) | |||||||||||||||
Other comprehensive income (loss) before taxes |
( |
) | ||||||||||||||
Income taxes (benefits) related to other comprehensive income items |
( |
) | ||||||||||||||
Other comprehensive income (loss) |
( |
) | ||||||||||||||
Comprehensive income |
||||||||||||||||
Comprehensive income attributable to noncontrolling interests |
||||||||||||||||
Comprehensive income attributable to HCA Healthcare, Inc. |
$ |
$ | $ |
$ | ||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(Dollars in millions)
June 30, 2021 |
December 31, 2020 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
$ | ||||||
| Accounts receivable |
||||||||
| Inventories |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| Property and equipment, at cost |
||||||||
| Accumulated depreciation |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Investments of insurance subsidiaries |
||||||||
| Investments in and advances to affiliates |
||||||||
| Goodwill and other intangible assets |
||||||||
| Right-of-use |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
$ |
$ | |||||||
| |
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ |
$ | ||||||
| Accrued salaries |
||||||||
| Other accrued expenses |
||||||||
| Long-term debt due within one year |
||||||||
| |
|
|
|
|||||
| Long-term debt, less debt issuance costs and discounts of $ |
||||||||
| Professional liability risks |
||||||||
| Right-of-use |
||||||||
| Income taxes and other liabilities |
||||||||
| Stockholders’ equity: |
||||||||
| Common stock $ |
||||||||
| Capital in excess of par value |
||||||||
| Accumulated other comprehensive loss |
( |
) |
( |
) | ||||
| Retained (deficit) earnings |
( |
) |
||||||
| |
|
|
|
|||||
| Stockholders’ (deficit) equity attributable to HCA Healthcare, Inc. |
( |
) |
||||||
| Noncontrolling interests |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
$ |
$ | |||||||
| |
|
|
|
|||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Unaudited
(Dollars in millions)
Equity (Deficit) Attributable to HCA Healthcare, Inc. |
Equity Attributable to Noncontrolling Interests |
Total |
||||||||||||||||||||||||||
Common Stock |
Capital in Excess of Par Value |
Accumulated Other Comprehensive Loss |
Retained Earnings (Deficit) |
|||||||||||||||||||||||||
Shares (in millions) |
Par Value |
|||||||||||||||||||||||||||
Balances, December 31, 2019 |
$ | |
$ | — | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||
Comprehensive income |
( |
) | ||||||||||||||||||||||||||
Repurchase of common stock |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Share-based benefit plans |
( |
) | ( |
) | ||||||||||||||||||||||||
Cash dividends declared ($ |
( |
) | ( |
) | ||||||||||||||||||||||||
Distributions |
( |
) | ( |
) | ||||||||||||||||||||||||
Other |
( |
) | ||||||||||||||||||||||||||
Balances, March 31, 2020 |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
Comprehensive income |
||||||||||||||||||||||||||||
Share-based benefit plans |
||||||||||||||||||||||||||||
Distributions |
( |
) | ( |
) | ||||||||||||||||||||||||
Other |
( |
) | ( |
) | ||||||||||||||||||||||||
Balances, June 30, 2020 |
( |
) | ( |
) | ||||||||||||||||||||||||
Comprehensive income |
||||||||||||||||||||||||||||
Share-based benefit plans |
||||||||||||||||||||||||||||
Distributions |
( |
) | ( |
) | ||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||
Balances, September 30, 2020 |
( |
) | ( |
) | ||||||||||||||||||||||||
Comprehensive income |
||||||||||||||||||||||||||||
Share-based benefit plans |
||||||||||||||||||||||||||||
Cash dividends declared ($ |
( |
) | ( |
) | ||||||||||||||||||||||||
Distributions |
( |
) | ( |
) | ||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||
Balances, December 31, 2020 |
( |
) | ||||||||||||||||||||||||||
Comprehensive income |
||||||||||||||||||||||||||||
Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Share-based benefit plans |
( |
) | ( |
) | ||||||||||||||||||||||||
Cash dividends declared ($ |
( |
) | ( |
) | ||||||||||||||||||||||||
Distributions |
( |
) | ( |
) | ||||||||||||||||||||||||
Other |
( |
) | ( |
) | ||||||||||||||||||||||||
Balances, March 31, 2021 |
— | ( |
) | |||||||||||||||||||||||||
Comprehensive income |
||||||||||||||||||||||||||||
Repurchase of common stock |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||
Share-based benefit plans |
||||||||||||||||||||||||||||
Cash dividends declared ($ |
( |
) |
( |
) | ||||||||||||||||||||||||
Distributions |
( |
) |
( |
) | ||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||
Balances, June 30, 2021 |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
|||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
HCA HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Unaudited
(Dollars in millions)
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ |
$ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Increase (decrease) in cash from operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) |
||||||
Inventories and other assets |
( |
) |
( |
) | ||||
Accounts payable and accrued expenses |
( |
) | ||||||
Contract liabilities-deferred revenues |
||||||||
Depreciation and amortization |
||||||||
Income taxes |
||||||||
Losses (gains) on sales of facilities |
( |
) |
||||||
Losses on retirement of debt |
||||||||
Amortization of debt issuance costs and discounts |
||||||||
Share-based compensation |
||||||||
Other |
||||||||
Net cash provided by operating activities |
||||||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
( |
) |
( |
) | ||||
Acquisition of hospitals and health care entities |
( |
) |
( |
) | ||||
Sales of hospitals and health care entities |
||||||||
Change in investments |
( |
) |
( |
) | ||||
Other |
( |
) | ||||||
Net cash used in investing activities |
( |
) |
( |
) | ||||
Cash flows from financing activities: |
||||||||
Issuances of long-term debt |
||||||||
Net change in revolving credit facilities |
( |
) | ||||||
Repayment of long-term debt |
( |
) |
( |
) | ||||
Distributions to noncontrolling interests |
( |
) |
( |
) | ||||
Payment of debt issuance costs |
( |
) |
( |
) | ||||
Payment of dividends |
( |
) |
( |
) | ||||
Repurchase of common stock |
( |
) |
( |
) | ||||
Other |
( |
) |
( |
) | ||||
Net cash used in financing activities |
( |
) |
( |
) | ||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ||||||
Change in cash and cash equivalents |
( |
) |
||||||
Cash and cash equivalents at beginning of period |
||||||||
Cash and cash equivalents at end of period |
$ |
$ | ||||||
Interest payments |
$ |
$ | ||||||
Income tax payments (refunds), net |
$ |
$ | ( |
) | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
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, 2021, these affiliates owned and operated 187 hospitals, 122 freestanding surgery centers, 21 freestanding endoscopy centers and provided extensive outpatient and ancillary services. HCA Healthcare, Inc.’s facilities are located in 20 states and England. The terms “Company,” “HCA,” “we,” “our” or “us,” as used herein and unless otherwise stated or indicated by context, refer to HCA Healthcare, Inc. and its affiliates. The terms “facilities” or “hospitals” refer to entities owned and operated by affiliates of HCA and the term “employees” refers to employees of affiliates of HCA.
Basis of Presentation
The 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 $127 million and $76 million for the quarters ended June 30, 2021 and 2020, respectively, and $214 million and $172 million for the six months ended June 30, 2021 and 2020, respectively. Operating results for the quarter and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020. 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 during the latter portion of the first quarter and the first half of the second quarter of 2020 and have continued to be impacted in 2021 as various policies were implemented by federal, state and local governments in response to the COVID-19
pandemic. During the second quarter of 2021, our patient volumes experienced a strong rebound as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased. We believe the extent of the COVID-19
pandemic’s impact on our operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond our control and ability to forecast. Because of these uncertainties, we cannot estimate how long or to what extent the pandemic will impact our operations. Revenues
Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer
7
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenues (continued)
(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 months ended June 30, 2021 and 2020 included
$Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts we expect to collect. Patients treated at our hospitals for 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 by primary third-party payer classification and other (including uninsured patients) for the quarters and six months ended June 30, 2021 and 2020 are summarized in the following table (dollars in millions):
non-elective
care, who have income at or below Quarter |
||||||||||||||||
2021 |
Ratio |
2020 |
Ratio |
|||||||||||||
Medicare |
$ |
% |
$ | % | ||||||||||||
Managed Medicare |
||||||||||||||||
Medicaid |
||||||||||||||||
Managed Medicaid |
||||||||||||||||
Managed care and insurers |
||||||||||||||||
International (managed care and insurers) |
||||||||||||||||
Other |
||||||||||||||||
Revenues |
$ |
% |
$ | % | ||||||||||||
8
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenues (continued)
Six Months |
||||||||||||||||
2021 |
Ratio |
2020 |
Ratio |
|||||||||||||
| Medicare |
$ |
% |
$ | % | ||||||||||||
| Managed Medicare |
||||||||||||||||
| Medicaid |
||||||||||||||||
| Managed Medicaid |
||||||||||||||||
| Managed care and insurers |
||||||||||||||||
| International (managed care and insurers) |
||||||||||||||||
| Other |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Revenues |
$ |
% |
$ | % | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
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 and six months ended June 30, 2021 and 2020 follows (dollars in millions):
Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
| Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization) |
$ |
$ | $ |
$ | ||||||||||||
| Cost-to-charges |
% |
% | % |
% | ||||||||||||
| Total uncompensated care |
$ |
$ | $ |
$ | ||||||||||||
| Multiply by the cost-to-charges |
% |
% | % |
% | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Estimated cost of total uncompensated care |
$ |
$ | $ |
$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
The total uncompensated care amounts include charity care of $3.684 billion and $3.077 billion, respectively, and the related estimated costs of charity care were $407 million and $387 million, respectively, for the quarters ended June 30, 2021 and 2020. The total uncompensated care amounts include charity care of $6.626 billion and $6.812 billion, respectively, and the related estimated costs of charity care were $742 million and $831 million, respectively, for the six months ended June 30, 2021 and 2020.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
NOTE 2 — ACQUISITIONS AND DISPOSITIONS
During the six months ended June 30, 2021, we paid $98 million to acquire a hospital in Georgia and nonhospital health care entities. Purchase price amounts have been allocated to the related assets acquired and liabilities assumed based upon their respective fair values. During the six months ended June 30, 2020, we paid $346 million to acquire a hospital in New Hampshire and 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.
9
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2 — ACQUISITIONS AND DISPOSITIONS (continued)
During the six months ended June 30, 2021, we received proceeds of $30 million and recognized a pretax gain of $10 million related to sales of real estate and other investments. During the six months ended June 30, 2020, we received proceeds of $39 million and recognized a pretax loss of $20 million related to the sale of a hospital facility in Mississippi and sales of real estate and other investments.
NOTE 3 — INCOME TAXES
Our provisions for income taxes for the quarters ended June 30, 2021 and 2020 were $453 million and $344 million, respectively, and the effective tax rates were 23.8 % and 24.2 %, respectively. Our provisions for income taxes for the six months ended June 30, 2021 and 2020 were $846 million and $456 million, respectively, and the effective tax rates were 22.7 % and 21.6 %, respectively. Our provisions for income taxes included tax benefits related to settlements of employee equity awards of $85 million and $54 million for the six months ended June 30, 2021 and 2020, respectively.
Our liability for unrecognized tax benefits was $606 million, including accrued interest of $92 million, as of June 30, 2021 ($508 million and $73 million, respectively, as of December 31, 2020). Unrecognized tax benefits of $187 million ($157 million as of December 31, 2020) would affect the effective rate, if recognized.
The Internal Revenue Service was conducting an examination of the Company’s 2016, 2017 and 2018 federal income tax returns at June 30, 2021. 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, computed using the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per share for the quarters and six months ended June 30, 2021 and 2020 (dollars and shares in millions, except per share amounts):
Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
| Net income attributable to HCA Healthcare, Inc. |
$ |
$ | $ |
$ | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average common shares outstanding |
||||||||||||||||
| Effect of dilutive incremental shares |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Shares used for diluted earnings per share |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Earnings per share: |
||||||||||||||||
| Basic earnings |
$ |
$ | $ |
$ | ||||||||||||
| Diluted earnings |
$ |
$ | $ |
$ | ||||||||||||
10
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, 2021 and December 31, 2020 follows (dollars in millions):
June 30, 2021 |
||||||||||||||||
Amortized Cost |
Unrealized Amounts |
Fair Value |
||||||||||||||
Gains |
Losses |
|||||||||||||||
Debt securities |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
Money market funds and other |
— |
— |
||||||||||||||
$ |
$ |
$ |
( |
) |
||||||||||||
Amounts classified as current assets |
( |
) | ||||||||||||||
Investment carrying value |
$ |
|||||||||||||||
December 31, 2020 |
||||||||||||||||
Amortized Cost |
Unrealized Amounts |
Fair Value |
||||||||||||||
Gains |
Losses |
|||||||||||||||
Debt securities |
$ | $ | $ | — | $ | |||||||||||
Money market funds and other |
— | — | ||||||||||||||
| $ | $ | $ | — | |||||||||||||
Amounts classified as current assets |
( |
) | ||||||||||||||
Investment carrying value |
$ | |||||||||||||||
At June 30, 2021 and December 31, 2020, the investments in debt securities of our insurance subsidiaries were classified as Changes in unrealized gains and losses that are not credit-related are recorded as adjustments to other comprehensive income (loss).
“available-for-sale.”
Scheduled maturities of investments in debt securities at June 30, 2021 were as follows (dollars in millions):
Amortized Cost |
Fair Value |
|||||||
Due in one year or less |
$ | $ | ||||||
Due after one year through five years |
||||||||
Due after five years through ten years |
||||||||
Due after ten years |
||||||||
| $ | $ | |||||||
The average expected maturity of the investments in debt securities at June 30, 2021 was 5.0 years, compared to the average scheduled maturity of 9.0 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.
11
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 us and our counterparties based on common notional principal amounts and maturity dates.
Pay-fixed
interest rate swaps effectively convert variable rate obligations to fixed interest rate obligations. The interest payments under these agreements are settled on a net basis. The net interest payments, based on the notional amounts in these agreements, generally match the timing of the related liabilities for the interest rate swap agreements which have been designated as cash flow hedges. The notional amounts of the swap agreements represent amounts used to calculate the exchange of cash flows and are not our assets or liabilities. Our credit risk related to these agreements is considered low because the swap agreements are with creditworthy financial institutions. The following table sets forth our interest rate swap agreements, which have been designated as cash flow hedges, at June 30, 2021 (dollars in millions):
Notional Amount |
Maturity Date |
Fair Value |
||||||||||
Pay-fixed interest rate swaps |
$ | $ | ( |
) | ||||||||
Pay-fixed interest rate swaps |
( |
) | ||||||||||
During the next 12 months, we estimate $23 million will be reclassified from other comprehensive income (“OCI”) and will be 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 months ended June 30, 2021 (dollars in millions):
Derivatives in Cash Flow Hedging Relationships |
Amount Recognized in OCI on Derivatives, Net of Tax |
Location of Loss Reclassified from Accumulated OCI into Operations |
Amount of Loss Reclassified from Accumulated OCI into Operations |
|||||||||
Interest rate swaps |
$ | Interest expense | $ | |||||||||
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 June 30, 2021, we have not been required to post any collateral related to these agreements. If we had breached these provisions at June 30, 2021, we would have been required to settle our obligations under the agreements at their aggregate, estimated termination value of $28 million.
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
Accounting Standards Codification 820, (“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
Fair Value Measurements and Disclosures
12
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
independent of the reporting entity (observable inputs classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment.
Cash Traded Investments
Our cash traded investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
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.
13
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):
June 30, 2021 |
||||||||||||||||
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 |
$ |
$ |
— |
$ |
$ |
— |
||||||||||
| Money market funds and other |
— |
— |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Investments of insurance subsidiaries |
— |
|||||||||||||||
| Less amounts classified as current assets |
( |
) |
( |
) |
( |
) |
— |
|||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
$ |
$ |
$ |
— |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Interest rate swaps (Income taxes and other liabilities) |
$ |
$ |
— |
$ |
$ |
— |
||||||||||
December 31, 2020 |
||||||||||||||||
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 |
$ | $ | — | $ | $ | — | ||||||||||
| Money market funds and other |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Investments of insurance subsidiaries |
— | |||||||||||||||
| Less amounts classified as current assets |
( |
) | ( |
) | ( |
) | — | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| $ | $ | $ | $ | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Interest rate swaps (Income taxes and other liabilities) |
$ | $ | — | $ | $ | — | ||||||||||
The estimated fair value of our long-term debt was $37.022 billion and $35.814 billion at June 30, 2021 and December 31, 2020, respectively, compared to carrying amounts, excluding debt issuance costs and discounts, aggregating $32.827 billion and $31.240 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.
14
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8 — LONG-TERM DEBT
A summary of long-term debt at June 30, 2021 and December 31, 2020, including related interest rates at June 30, 2021, follows (dollars in millions):
June 30, 2021 |
December 31, 2020 |
|||||||
| Senior secured asset-based revolving credit facility (effective interest rate of |
$ |
$ | ||||||
| Senior secured revolving credit facility |
||||||||
| Senior secured term loan facilities (effective interest rate of |
||||||||
| Senior secured notes (effective interest rate of |
||||||||
| Other senior secured debt (effective interest rate of |
||||||||
| |
|
|
|
|||||
| Senior secured debt |
||||||||
| Senior unsecured notes (effective interest rate of |
||||||||
| Debt issuance costs and discounts |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Total debt (average life of |
||||||||
| Less amounts due within one year |
||||||||
| |
|
|
|
|||||
$ |
$ | |||||||
| |
|
|
|
|||||
During June 2021, we issued $2.350 billion aggregate principal amount of senior secured notes comprised of $850 million aggregate principal amount of 1.500 billion aggregate principal amount of 4.500 1.500 500 1.071 1.455 1.131 12 million
% notes due 2031 and $
% notes due 2051 (the “June 2021 Notes”). We also amended and restated our senior secured revolving credit facility and our senior secured asset-based revolving credit facility, including increasing availability under the asset-based revolving credit facility to
$billion, extending the maturity date on both facilities to June 30, 2026 and entering into a new $
billion term loan A-7 facility and a new
$million term loan B-14 facility (the “Credit Agreement Transactions”). We used the net proceeds from the June 2021 Notes and the Credit Agreement Transactions to retire the existing
$billion term loan A-6 facility, the existing
$billion term loan B-12 facility and the existing
$billion term loan B-13 facility. The pretax loss on retirement of debt was
$.
NOTE 9 — 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 routinely subject to investigations by various governmental agencies. Under the federal False Claims Act (“FCA”), private parties have the right to bring , 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.
qui tam
15
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9 — CONTINGENCIES (continued)
Texas operates a state Medicaid program pursuant to a waiver from the Centers for Medicare & Medicaid Services under Section 1115 of the Social Security Act (“Program”). The Program includes uncompensated-care pools; payments from these pools are intended to defray the uncompensated costs of services provided by our and other hospitals to Medicaid eligible or uninsured individuals. Separately, we and other hospitals provide charity care services in several communities in the state. In 2018, the Civil Division of the U.S. Department of Justice and the U.S. Attorney’s Office for the Southern District of Texas requested information about whether the Program, as operated in Harris County, complied with the laws and regulations applicable to provider related donations, and the Company cooperated with that request. On May 21, 2019, a 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 lawsuit. The Company believes that our participation is and has been consistent with the requirements of the Program and is vigorously defending against the lawsuit being pursued by the relator. We cannot predict what effect, if any, the lawsuit could have on the Company.
qui tam
qui tam
qui tam
NOTE 10 — SHARE REPURCHASE TRANSACTIONS AND OTHER COMPREHENSIVE LOSS
During January 2020 and 2019, our Board of Directors authorized share repurchase programs for up to $4 billion ($2 billion for each authorization) of our outstanding common stock. During February 2021, our Board of Directors authorized an additional $6 billion for repurchases of our outstanding common stock. During the six months ended June 30, 2021, we repurchased 19.738 million shares of our common stock at an average price of $193.21 per share through market purchases pursuant to the January 2019 authorization (which was completed during the first quarter of 2021), the January 2020 authorization (which was completed during the second quarter of 2021) and the February 2021 authorization. At June 30, 2021, we had $4.987 billion of repurchase authorization available under the February 2021 authorization.
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, 2020 |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
| Unrealized losses on available-for-sale |
( |
) | ( |
) | ||||||||||||||||
| Foreign currency translation adjustments, net of $ |
||||||||||||||||||||
| Expense reclassified into operations from other comprehensive income, net of $ |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balances at June 30, 2021 |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
NOTE 11 — SEGMENT AND GEOGRAPHIC INFORMATION
We operate in one line of business, which is operating hospitals and related health care entities. We operate in two geographically organized groups: the National and American Groups. The National Group includes 98 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 82 hospitals located in Colorado, northern Georgia, Kansas, southern Kentucky, Louisiana, Missouri, Tennessee and
16
HCA HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 11 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)
Texas. We also operate seven 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, losses and gainThe geographic distributions of our revenues, equity in earnings of affiliates, adjusted segment EBITDA and depreciation and amortization for the quarters and six months ended June 30, 2021 and 2020 are summarized in the following table (dollars in millions):
s
on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests. We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance. Adjusted segment EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. Adjusted segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from adjusted segment EBITDA are significant components in understanding and assessing financial performance. Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
| Revenues: |
||||||||||||||||
| National Group |
$ |
$ | $ |
$ | ||||||||||||
| American Group |
||||||||||||||||
| Corporate and other |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
$ | $ |
$ | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Equity in earnings of affiliates: |
||||||||||||||||
| National Group |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
| American Group |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
| Corporate and other |
( |
) |
( |
) |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | |||||
| |
|
|
|
|
|
|
|
|||||||||
| Adjusted segment EBITDA: |
||||||||||||||||
| National Group |
$ |
$ | $ |
$ | ||||||||||||
| American Group |
||||||||||||||||
| Corporate and other |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
$ | $ |
$ | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Depreciation and amortization: |
||||||||||||||||
| National Group |
$ |
$ | $ |
$ | ||||||||||||
| American Group |
||||||||||||||||
| Corporate and other |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
$ | $ |
$ | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Adjusted segment EBITDA |
$ |
$ | $ |
$ | ||||||||||||
| Depreciation and amortization |
||||||||||||||||
| Interest expense |
||||||||||||||||
| Losses (gains) on sales of facilities |
( |
) |
( |
) |
||||||||||||
| Losses on retirement of debt |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
$ |
$ | $ |
$ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This quarterly report on Act of 2010 (“PAYGO Act”) as a result of the federal budget deficit impact of the American Rescue Plan Act of 2021, 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, (5) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (6) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (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, (8) the highly competitive nature of the health care business, (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, (10) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (11) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (12) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and
Form 10-Q
includes certain disclosures which contain “forward-looking 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, the length and severity of the pandemic and the spread of virus strains with new epidemiological characteristics; 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 and terms of government and administrative regulation and stimulus (including the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, the Paycheck Protection Program and Health Care Enhancement Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021 and other enacted and potential future legislation); changes in revenues due to declining patient volumes, changes in payer 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; supply shortages and disruptions; and the timing, availability and adoption of effective medical treatments and vaccines, (2) the impact of our substantial indebtedness and the ability to refinance such indebtedness on acceptable terms, 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 “Affordable Care Act”), including the effects of changes or court challenges to the Affordable 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, including proposals to expand coverage of federally-funded insurance programs as an alternative to private insurance or establish a single-payer system (such reforms 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 implementation of sequestration spending reductions required under the Budget Control Act of 2011, related legislation extending these reductions, and those required under the Pay-As-You-Go
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Forward-Looking Statements (continued)
technical support personnel, (13) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (14) changes in accounting practices, (15) changes in general economic conditions nationally and regionally in our markets, including economic and business conditions (and the impact thereof on the economy, financial markets and banking industry) resulting from the
COVID-19
pandemic, (16) the emergence of and effects related to other pandemics, epidemics and infectious diseases, (17) future divestitures which may result in charges and possible impairments of long-lived assets, (18) changes in business strategy or development plans, (19) delays in receiving payments for services provided, (20) the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions, (21) potential adverse impact of known and unknown government investigations, litigation and other claims that may be made against us, (22) the impact of potential cybersecurity incidents or security breaches, (23) our ongoing ability to demonstrate meaningful use of certified electronic health record (“EHR”) technology and the impact of interoperability requirements, (24) the impact of natural disasters, such as hurricanes and floods, or similar events beyond our control, (25) changes in the U.S. federal, state, or foreign tax laws including interpretive guidance that may be issued by taxing authorities or other standard setting bodies, and (26) other risk factors described in our annual report on Form 10-K
for the year ended December 31, 2020 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 during the latter portion of the first quarter and the first half of the second quarter of 2020 and have continued to be impacted in 2021 as various policies were implemented by federal, state and local governments in response to the COVID-19
pandemic. During the second quarter of 2021, our patient volumes experienced a strong rebound as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased. We believe the extent of the COVID-19
pandemic’s impact on our operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond our control and ability to forecast. Because of these uncertainties, we cannot estimate how long or to what extent the pandemic will impact our operations. Second Quarter 2021 Operations Summary
Revenues increased to $14.435 billion in the second quarter of 2021 from $11.068 billion in the second quarter of 2020. Net income attributable to HCA Healthcare, Inc. totaled $1.450 billion, or $4.36 per diluted share, for the quarter ended June 30, 2021, compared to $1.079 billion, or $3.16 per diluted share, for the quarter ended June 30, 2020. Revenues for the second quarter of 2021 include $33 million, or $0.07 per diluted share, related to the settlement of Medicare outlier calculations for prior periods. Second quarter results for 2021 and 2020 include gains on sales of facilities of $8 million, or $0.02 per diluted share, and losses on sales of facilities of $27 million, or $0.07 per diluted share, respectively. Second quarter results for 2021 include losses on retirement of debt of $12 million, or $0.03 per diluted share. Second quarter results for 2020 include $822 million ($590 million net of tax), or $1.73 per diluted share, of government stimulus income related to general distribution Provider Relief Funds (“PRFs”) and $60 million, or $0.13 per diluted share, of employee retention payroll tax credits, both as provided for by the CARES Act. During October 2020, we announced we
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Second Quarter 2021 Operations Summary (continued)
would return, or repay early, our share of the PRFs of approximately $1.6 billion and approximately $4.4 billion in Medicare accelerated payments (repaid during the fourth quarter of 2020). In the third quarter of 2020, we reversed the $822 million of government stimulus income that we recognized during the second quarter of 2020. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 332.613 million shares for the quarter ended June 30, 2021 and 341.599 million shares for the quarter ended June 30, 2020. During 2020 and the first six months of 2021, we repurchased 3.287 million shares and 19.738 million shares, respectively, of our common stock.
Revenues increased 30.4% on a consolidated basis and 30.1% on a same facility basis for the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020. The increase in consolidated revenues can be primarily attributed to the combined impact of a 2.9% increase in revenue per equivalent admission and a 26.7% increase in equivalent admissions. The same facility revenues increase primarily resulted from the combined impact of a 2.6% increase in same facility revenue per equivalent admission and a 26.8% increase in same facility equivalent admissions.
During the quarter ended June 30, 2021, consolidated admissions and same facility admissions both increased 17.5% compared to the quarter ended June 30, 2020. Surgeries increased 37.7% on a consolidated basis and 37.1% on a same facility basis during the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020. Emergency department visits increased 40.4% and 40.5% on a consolidated basis and on a same facility basis, respectively, during the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020. Consolidated and same facility uninsured admissions both increased 6.6% for the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020. During the second quarter of 2021, our patient volumes experienced a strong rebound as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased.
Cash flows from operating activities declined $6.472 billion, from $8.723 billion for the second quarter of 2020 to $2.251 billion for the second quarter of 2021. The $8.723 billion of cash flows from operating activities in the second quarter of 2020 included the $822 million of government stimulus income and $4.999 billion of contract liabilities-deferred revenues (primarily related to the Medicare accelerated payments), which were reversed during the third and fourth quarters of 2020, respectively. The decline in cash provided by operating activities also included the net impact of negative changes in working capital items of $1.242 billion, primarily related to an increase in accounts receivable, and income taxes of $579 million, offset by an increase in net income, excluding the government stimulus income, of $1.094 billion.
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
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Revenue/Volume Trends (continued)
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 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.
fee-for-service
Revenues increased 30.4% from $11.068 billion in the second quarter of 2020 to $14.435 billion in the second quarter of 2021. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record
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 by primary third-party payer classification and other (including uninsured patients) for the quarters and six months ended June 30, 2021 and 2020 are summarized in the following table (dollars in millions): Quarter |
||||||||||||||||
2021 |
Ratio |
2020 |
Ratio |
|||||||||||||
| Medicare |
$ |
2,612 |
18.1 |
% |
$ | 2,272 | 20.5 | % | ||||||||
| Managed Medicare |
2,104 |
14.6 |
1,488 | 13.4 | ||||||||||||
| Medicaid |
503 |
3.5 |
564 | 5.1 | ||||||||||||
| Managed Medicaid |
831 |
5.8 |
531 | 4.8 | ||||||||||||
| Managed care and insurers |
7,417 |
51.3 |
5,631 | 50.9 | ||||||||||||
| International (managed care and insurers) |
338 |
2.3 |
239 | 2.2 | ||||||||||||
| Other |
630 |
4.4 |
343 | 3.1 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Revenues |
$ |
14,435 |
100.0 |
% |
$ | 11,068 | 100.0 | % | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
Six Months |
||||||||||||||||
2021 |
Ratio |
2020 |
Ratio |
|||||||||||||
| Medicare |
$ |
5,171 |
18.2 |
% |
$ | 5,015 | 21.0 | % | ||||||||
| Managed Medicare |
4,157 |
14.6 |
3,314 | 13.8 | ||||||||||||
| Medicaid |
1,030 |
3.6 |
978 | 4.1 | ||||||||||||
| Managed Medicaid |
1,556 |
5.5 |
1,197 | 5.0 | ||||||||||||
| Managed care and insurers |
14,302 |
50.4 |
12,276 | 51.4 | ||||||||||||
| International (managed care and insurers) |
671 |
2.4 |
531 | 2.2 | ||||||||||||
| Other |
1,525 |
5.3 |
618 | 2.5 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Revenues |
$ |
28,412 |
100.0 |
% |
$ | 23,929 | 100.0 | % | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Revenue/Volume Trends (continued)
Consolidated and same facility revenue per equivalent admission increased 2.9% and 2.6%, respectively, in the second quarter of 2021, compared to the second quarter of 2020. Consolidated and same facility equivalent admissions increased 26.7% and 26.8%, respectively, in the second quarter of 2021, compared to the second quarter of 2020. Consolidated and same facility outpatient surgeries increased 53.4% and 52.5%, respectively, in the second quarter of 2021, compared to the second quarter of 2020. Consolidated and same facility inpatient surgeries increased 15.1% and 15.0%, respectively, in the second quarter of 2021, compared to the second quarter of 2020. Consolidated and same facility emergency department visits increased 40.4% and 40.5%, respectively, in the second quarter of 2021, compared to the second quarter of 2020. During the second quarter of 2021, our patient volumes experienced a strong recovery as the effects of the pandemic moderated and certain pandemic-related restrictions and policies were eased.
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 and six months ended June 30, 2021 and 2020 follows (dollars in millions):
Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
| Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization) |
$ |
11,950 |
$ | 9,916 | $ |
23,593 |
$ | 21,258 | ||||||||
| Cost-to-charges |
11.1 |
% |
12.6 | % | 11.2 |
% |
12.2 | % | ||||||||
| Total uncompensated care |
$ |
7,696 |
$ | 6,729 | $ |
14,517 |
$ | 14,602 | ||||||||
| Multiply by the cost-to-charges |
11.1 |
% |
12.6 | % | 11.2 |
% |
12.2 | % | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Estimated cost of total uncompensated care |
$ |
848 |
$ | 844 | $ |
1,626 |
$ | 1,781 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
Same facility uninsured admissions increased by 2,596 admissions, or 6.6%, in the second quarter of 2021 compared to the second quarter of 2020. Same facility uninsured admissions declined 15.7%, in the first quarter of 2021 compared to the first quarter of 2020. Same facility uninsured admissions in 2020, compared to 2019, declined 9.1% in the fourth quarter, declined 14.2% in the third quarter, declined 10.0% in the second quarter, and increased 7.1% in the first quarter. The declines in the first quarter of 2021, compared to the first quarter of 2020, and the last three quarters of 2020, compared to the last three quarters of 2019, were primarily due to the reimbursement received, as provided for under the Families First Coronavirus Response Act and subsequent legislation, for uninsured patients diagnosed with
COVID-19
and the resulting classification of those patients as an insured admission, as well as general declines in patient volumes resulting from the pandemic’s impact on our operations. 22
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 admissions related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and insurers and the uninsured for the quarters and six months ended June 30, 2021 and 2020 are set forth in the following table.
Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
| Medicare |
23 |
% |
25 | % | 23 |
% |
26 | % | ||||||||
| Managed Medicare |
21 |
19 | 22 |
20 | ||||||||||||
| Medicaid |
5 |
6 | 5 |
6 | ||||||||||||
| Managed Medicaid |
13 |
12 | 13 |
12 | ||||||||||||
| Managed care and insurers |
30 |
29 | 30 |
28 | ||||||||||||
| Uninsured |
8 |
9 | 7 |
8 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
100 |
% |
100 | % | 100 |
% |
100 | % | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
The approximate percentages of our inpatient revenues related to Medicare, managed Medicare, Medicaid, managed Medicaid, managed care and insurers for the quarters and six months ended June 30, 2021 and 2020 are set forth in the following table.
Quarter |
Six Months |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
| Medicare |
24 |
% |
26 | % | 24 |
% |
28 | % | ||||||||
| Managed Medicare |
17 |
15 | 17 |
15 | ||||||||||||
| Medicaid |
5 |
7 | 5 |
6 | ||||||||||||
| Managed Medicaid |
7 |
6 | 6 |
6 | ||||||||||||
| Managed care and insurers |
47 |
46 | 48 |
45 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
100 |
% |
100 | % | 100 |
% |
100 | % | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
At June 30, 2021, we had 92 hospitals in the states of Texas and Florida. During the quarter ended June 30, 2021, 56% of our admissions and 49% of our revenues were generated by these hospitals. Uninsured admissions in Texas and Florida represented 72% of our uninsured admissions during the quarter ended June 30, 2021.
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 $148 million and $186 million during the second quarters of 2021 and 2020, respectively, and $286 million and $301 million during the first six months of 2021 and 2020, 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
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Revenue/Volume Trends (continued)
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 operating data.
Operating Results Summary
The following is a comparative summary of results of operations for the quarters and six months ended June 30, 2021 and 2020 (dollars in millions):
Quarter |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
Amount |
Ratio |
Amount |
Ratio |
|||||||||||||
| Revenues |
$ |
14,435 |
100.0 |
$ | 11,068 | 100.0 | ||||||||||
| Salaries and benefits |
6,385 |
44.2 |
5,330 | 48.2 | ||||||||||||
| Supplies |
2,380 |
16.5 |
1,748 | 15.8 | ||||||||||||
| Other operating expenses |
2,473 |
17.2 |
2,147 | 19.3 | ||||||||||||
| Government stimulus income |
— |
— |
(822 | ) | (7.4 | ) | ||||||||||
| Equity in earnings of affiliates |
(22 |
) |
(0.2 |
) |
(1 | ) | — | |||||||||
| Depreciation and amortization |
712 |
4.9 |
691 | 6.3 | ||||||||||||
| Interest expense |
386 |
2.7 |
388 | 3.5 | ||||||||||||
| Losses (gains) on sales of facilities |
(8 |
) |
(0.1 |
) |
27 | 0.2 | ||||||||||
| Losses on retirement of debt |
12 |
0.1 |
— | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
12,318 |
85.3 |
9,508 | 85.9 | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
2,117 |
14.7 |
1,560 | 14.1 | ||||||||||||
| Provision for income taxes |
453 |
3.2 |
344 | 3.1 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net income |
1,664 |
11.5 |
1,216 | 11.0 | ||||||||||||
| Net income attributable to noncontrolling interests |
214 |
1.5 |
137 | 1.2 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net income attributable to HCA Healthcare, Inc. |
$ |
1,450 |
10.0 |
$ | 1,079 | 9.8 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| % changes from prior year: |
||||||||||||||||
| Revenues |
30.4 |
% |
(12.2 | )% | ||||||||||||
| Income before income taxes |
35.7 |
30.3 | ||||||||||||||
| Net income attributable to HCA Healthcare, Inc. |
34.3 |
37.9 | ||||||||||||||
| Admissions(a) |
17.5 |
(12.6 | ) | |||||||||||||
| Equivalent admissions(b) |
26.7 |
(20.0 | ) | |||||||||||||
| Revenue per equivalent admission |
2.9 |
9.7 | ||||||||||||||
| Same facility % changes from prior year(c): |
||||||||||||||||
| Revenues |
30.1 |
(12.1 | ) | |||||||||||||
| Admissions(a) |
17.5 |
(12.8 | ) | |||||||||||||
| Equivalent admissions(b) |
26.8 |
(20.1 | ) | |||||||||||||
| Revenue per equivalent admission |
2.6 |
10.0 | ||||||||||||||
24
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 |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
Amount |
Ratio |
Amount |
Ratio |
|||||||||||||
| Revenues |
$ |
28,412 |
100.0 |
$ | 23,929 | 100.0 | ||||||||||
| Salaries and benefits |
12,686 |
44.6 |
11,448 | 47.8 | ||||||||||||
| Supplies |
4,604 |
16.2 |
3,871 | 16.2 | ||||||||||||
| Other operating expenses |
4,894 |
17.3 |
4,574 | 19.1 | ||||||||||||
| Government stimulus income |
— |
— |
(822 | ) | (3.4 | ) | ||||||||||
| Equity in earnings of affiliates |
(43 |
) |
(0.2 |
) |
(8 | ) | — | |||||||||
| Depreciation and amortization |
1,409 |
5.0 |
1,365 | 5.7 | ||||||||||||
| Interest expense |
770 |
2.7 |
816 | 3.4 | ||||||||||||
| Losses (gains) on sales of facilities |
(10 |
) |
— |
20 | 0.1 | |||||||||||
| Losses on retirement of debt |
12 |
— |
295 | 1.2 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
24,322 |
85.6 |
21,559 | 90.1 | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
4,090 |
14.4 |
2,370 | 9.9 | ||||||||||||
| Provision for income taxes |
846 |
3.0 |
456 | 1.9 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net income |
3,244 |
11.4 |
1,914 | 8.0 | ||||||||||||
| Net income attributable to noncontrolling interests |
371 |
1.3 |
254 | 1.1 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net income attributable to HCA Healthcare, Inc. |
$ |
2,873 |
10.1 |
$ | 1,660 | 6.9 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| % changes from prior year: |
||||||||||||||||
| Revenues |
18.7 |
% |
(4.7 | )% | ||||||||||||
| Income before income taxes |
72.5 |
(10.8 | ) | |||||||||||||
| Net income attributable to HCA Healthcare, Inc. |
73.0 |
(8.9 | ) | |||||||||||||
| Admissions(a) |
5.8 |
(5.8 | ) | |||||||||||||
| Equivalent admissions(b) |
8.5 |
(10.1 | ) | |||||||||||||
| Revenue per equivalent admission |
9.5 |
6.0 | ||||||||||||||
| Same facility % changes from prior year(c): |
||||||||||||||||
| Revenues |
18.8 |
(5.5 | ) | |||||||||||||
| Admissions(a) |
5.8 |
(6.0 | ) | |||||||||||||
| Equivalent admissions(b) |
8.5 |
(10.2 | ) | |||||||||||||
| Revenue per equivalent admission |
9.5 |
5.3 | ||||||||||||||
| (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. |
25
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Quarters Ended June 30, 2021 and 2020
Revenues increased to $14.435 billion in the second quarter of 2021 from $11.068 billion in the second quarter of 2020. Net income attributable to HCA Healthcare, Inc. totaled $1.450 billion, or $4.36 per diluted share, for the quarter ended June 30, 2021, compared to $1.079 billion, or $3.16 per diluted share, for the quarter ended June 30, 2020. Revenues for the second quarter of 2021 include $33 million, or $0.07 per diluted share, related to the settlement of Medicare outlier calculations for prior periods. Second quarter results for 2021 and 2020 include gains on sales of facilities of $8 million, or $0.02 per diluted share, and losses on sales of facilities of $27 million, or $0.07 per diluted share, respectively. Second quarter results for 2021 include losses on retirement of debt of $12 million, or $0.03 per diluted share. Second quarter results for 2020 also include $822 million ($590 million net of tax), or $1.73 per diluted share, of government stimulus income related to general distribution PRFs and $60 million, or $0.13 per diluted share, of employee retention payroll tax credits, both as provided for by the CARES Act. During October 2020, we announced we would return, or repay early, our share of the PRFs of approximately $1.6 billion and approximately $4.4 billion in Medicare accelerated payments (repaid during the fourth quarter of 2020). In the third quarter of 2020, we reversed the $822 million of government stimulus income that we recognized during the second quarter of 2020. All “per diluted share” disclosures are based upon amounts net of the applicable income taxes. Shares used for diluted earnings per share were 332.613 million shares for the quarter ended June 30, 2021 and 341.599 million shares for the quarter ended June 30, 2020. During 2020 and the first six months of 2021, we repurchased 3.287 million shares and 19.738 million shares, respectively, of our common stock.
Revenues increased 30.4% on a consolidated basis and 30.1% on a same facility basis for the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020. The increase in consolidated revenues can be primarily attributed to the combined impact of a 2.9% increase in revenue per equivalent admission and a 26.7% increase in equivalent admissions. The same facility revenues increase primarily resulted from the combined impact of a 2.6% increase in same facility revenue per equivalent admission and a 26.8% increase in same facility equivalent admissions.
Salaries and benefits, as a percentage of revenues, were 44.2% in the second quarter of 2021 and 48.2% in the second quarter of 2020. Salaries and benefits per equivalent admission declined 5.5% in the second quarter of 2021 compared to the second quarter of 2020. Same facility labor rate increases averaged 7.8% for the second quarter of 2021 compared to the second quarter of 2020 primarily due to certain cost reduction initiatives that impacted the second quarter of 2020.
Supplies, as a percentage of revenues, were 16.5% in the second quarter of 2021 and 15.8% in the second quarter of 2020. Supply costs per equivalent admission increased 7.4% in the second quarter of 2021 compared to the second quarter of 2020 primarily due to the rebound in our surgical procedures in the second quarter of 2021 compared to the second quarter of 2020. Supply costs per equivalent admission increased 9.9% for medical devices and 10.1% for general medical and surgical items and declined 1.4% for pharmacy supplies in the second quarter of 2021 compared to the second quarter of 2020.
Other operating expenses, as a percentage of revenues, were 17.2% in the second quarter of 2021 and 19.3% in the second quarter of 2020. 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 $135 million and $139 million for the second quarters of 2021 and 2020, respectively.
During the second quarter of 2020, we recorded $822 million ($590 million net of tax) of government stimulus income related to general distribution funds received from the PRFs established by the CARES Act.
26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Quarters Ended June 30, 2021 and 2020 (continued)
Equity in earnings of affiliates was $22 million and $1 million in the second quarters of 2021 and 2020, respectively.
Depreciation and amortization increased $21 million, from $691 million in the second quarter of 2020 to $712 million in the second quarter of 2021. The increase in depreciation relates primarily to capital expenditures at our existing facilities.
Interest expense was $386 million in the second quarter of 2021 and $388 million in the second quarter of 2020. Our average debt balance was $31.892 billion for the second quarter of 2021 compared to $31.921 billion for the second quarter of 2020. The average effective interest rate for our long-term debt was 4.9% for both of the quarters ended June 30, 2021 and 2020.
During the second quarters of 2021 and 2020, we recorded gains on sales of facilities of $8 million and losses on sales of facilities of $27 million, respectively.
During June 2021, we issued $2.350 billion aggregate principal amount of senior secured notes comprised of $850 million aggregate principal amount of 2 3/8% notes due 2031 and $1.500 billion aggregate principal amount of 3 1/2% notes due 2051 (the “June 2021 Notes”). We also amended and restated our senior secured revolving credit facility and our senior secured asset-based revolving credit facility, including increasing availability under the asset-based revolving credit facility to $4.500 billion, extending the maturity date on both facilities to June 30, 2026 and entering into a new $1.500 billion term loan A-7 facility and a new $500 million term loan B-14 facility (the “Credit Agreement Transactions”). We used the net proceeds from the June 2021 Notes and the Credit Agreement Transactions to retire the existing $1.071 billion term loan A-6 facility, the existing $1.455 billion term loan B-12 facility and the existing $1.131 billion term loan B-13 facility. The pretax loss on retirement of debt was $12 million.
The effective tax rates were 23.8% and 24.2% for the second quarters of 2021 and 2020, 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 increased from $137 million for the second quarter of 2020 to $214 million for the second quarter of 2021. The increase in net income attributable to noncontrolling interests related primarily to the operations of two of our Texas markets and our surgery center partnerships. The
COVID-19
pandemic negatively impacted second quarter 2020 operations, and surgery center operations were some of the most negatively impacted. Six Months Ended June 30, 2021 and 2020
Revenues increased to $28.412 billion in the first six months of 2021 from $23.929 billion in the first six months of 2020. Net income attributable to HCA Healthcare, Inc. totaled $2.873 billion, or $8.50 per diluted share, for the first six months ended June 30, 2021, compared to $1.660 billion, or $4.84 per diluted share, for the first six months ended June 30, 2020. Results for the first six months of 2021 included gains on sales of facilities of $10 million, or $0.02 per diluted share, and losses on retirement of debt of $12 million, or $0.03 per diluted share. Results for the first six months of 2020 also included losses on retirement of debt of $295 million, or $0.66 per diluted share, and losses on sales of facilities of $20 million, or $0.06 per diluted share. Revenues for the first six months of 2021 and 2020, respectively, include $33 million, or $0.07 per diluted share, and $55 million, or
27
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Six Months Ended June 30, 2021 and 2020 (continued)
$0.12 per diluted share, related to the settlement of Medicare outlier calculations for prior periods. Results for the first six months of 2020 included $822 million ($590 million net of tax), or $1.72 per diluted share, of government stimulus income related to general distribution PRFs and $60 million, or $0.13 per diluted share, of employee retention payroll tax credits, both as provided for by the CARES Act. During October 2020, we announced we would return, or repay early, our share of the PRFs of approximately $1.6 billion and approximately $4.4 billion in Medicare accelerated payments (repaid during the fourth quarter of 2020). In the third quarter of 2020, we reversed the $822 million of government stimulus income that we recognized during the second quarter of 2020. Our provision for income taxes for the first six months of 2021 and 2020 included tax benefits of $85 million, or $0.25 per diluted share, and $54 million, or $0.16 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 337.940 million shares for the six months ended June 30, 2021 and 342.848 million shares for the six months ended June 30, 2020. During 2020 and the first six months of 2021, we repurchased 3.287 million shares and 19.738 million shares, respectively, of our common stock.
Revenues increased 18.7% on a consolidated basis and 18.8% on a same facility basis for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. The increase in both consolidated and same facility revenues can be primarily attributed to the combined impact of 9.5% increases in revenue per equivalent admission and 8.5% increases in equivalent admissions.
Salaries and benefits, as a percentage of revenues, were 44.6% in the first six months of 2021 and 47.8% in the first six months of 2020. Salaries and benefits per equivalent admission increased 2.2% in the first six months of 2021 compared to the first six months of 2020. Same facility labor rate increases averaged 6.9% for the first six months of 2021 compared to the first six months of 2020.
Supplies, as a percentage of revenues, were 16.2% in both the first six months of 2021 and 2020. Supply costs per equivalent admission increased 9.7% in the first six months of 2021 compared to the first six months of 2020. Supply costs per equivalent admission increased 8.3% for medical devices, 9.5% for pharmacy supplies and 11.2% for general medical and surgical items in the first six months of 2021 compared to the first six months of 2020.
Other operating expenses, as a percentage of revenues, were 17.3% in the first six months of 2021 and 19.1% in the first six months of 2020. 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 $269 million and $279 million for the first six months of 2021 and 2020, respectively.
During the first six months of 2020, we recorded $822 million ($590 million net of tax) of government stimulus income related to general distribution funds received from the PRFs established by the CARES Act.
Equity in earnings of affiliates was $43 million and $8 million in the first six months of 2021 and 2020, respectively.
Depreciation and amortization increased $44 million, from $1.365 billion in the first six months of 2020 to $1.409 billion in the first six months of 2021. The increase in depreciation relates primarily to capital expenditures at our existing facilities.
28
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations (continued)
Six Months Ended June 30, 2021 and 2020 (continued)
Interest expense was $770 million in the first six months of 2021 and $816 million in the first six months of 2020. Our average debt balance was $31.510 billion for the first six months of 2021 compared to $32.766 billion for the first six months of 2020. The average effective interest rate for our long-term debt declined to 4.9% for the six months ended June 30, 2021 from 5.0% for the six months ended June 30, 2020.
During the first six months of 2021 and 2020, we recorded net gains of $10 million and net losses on sales of facilities of $20 million, respectively.
During June 2021, we issued $2.350 billion aggregate principal amount of senior secured notes comprised of $850 million aggregate principal amount of 2 3/8% notes due 2031 and $1.500 billion aggregate principal amount of 3 1/2% notes due 2051 (the “June 2021 Notes”). We also amended and restated our senior secured revolving credit facility and our senior secured asset-based revolving credit facility, including increasing availability under the asset-based revolving credit facility to $4.500 billion, extending the maturity date on both facilities to June 30, 2026 and entering into a new $1.500 billion term loan A-7 facility and a new $500 million term
loan B-14
facility (the “Credit Agreement Transactions”). We used the net proceeds from the June 2021 Notes and the Credit Agreement Transactions to retire the existing $1.071 billion term loan A-6
facility, the existing $1.455 billion term loan B-12
facility and the existing $1.131 billion term loan B-13
facility. The pretax loss on retirement of debt was $12 million. 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 the redemption of all $1.000 billion outstanding aggregate principal amount of HCA Healthcare, Inc.’s 6.25% senior notes due 2021 and, together with available funds, for the redemption of all $2.000 billion outstanding aggregate principal amount of HCA Inc.’s 7.50% senior notes due 2022. The pretax loss on retirement of debt was $295 million. The effective tax rates were 22.7% and 21.6% for the first six months of 2021 and 2020, 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 months of 2021 and 2020 included tax benefits of $85 million and $54 million, respectively, related to employee equity award settlements. Excluding the effect of these adjustments, the effective tax rate for the first six months of 2021 and 2020 would have been 25.0% and 24.1%, respectively.
Net income attributable to noncontrolling interests increased from $254 million for the first six months of 2020 to $371 million for the first six months of 2021. The increase in net income attributable to noncontrolling interests related primarily to the operations of two of our Texas markets and our surgery center partnerships.
Liquidity and Capital Resources
Cash provided by operating activities declined $5.859 billion, from $10.098 billion for the first six months of 2020 to $4.239 billion for the first six months of 2021. The $10.098 billion of cash flows from operating activities in the first six months of 2020 included the $822 million of government stimulus income and $4.999 billion of contract liabilities-deferred revenues (primarily related to the Medicare accelerated payments), which were reversed during the third and fourth quarters of 2020, respectively. The decline in cash provided by operating activities also included the net impact of negative changes in working capital items of $1.553 billion, primarily related to an increase in accounts receivable, and income taxes of $363 million, offset by an increase in net income, excluding the government stimulus income, losses and gains on sales of facilities and losses on retirement of debt, of $1.732 billion. The combination of interest payments and net income tax payments in the
29
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
first six months of 2021 totaled $1.599 billion, compared to the net combination of interest payments and net income tax refunds in the first six months of 2020 of $838 million. Working capital totaled $3.860 billion at June 30, 2021 and $3.629 billion at December 31, 2020.
Cash used in investing activities was $1.569 billion in the first six months of 2021 compared to $1.953 billion in the first six months of 2020. Acquisitions of hospitals and health care entities declined from $346 million in the first six months of 2020 to $98 million in the first six months of 2021. Excluding acquisitions, capital expenditures were $1.496 billion in the first six months of 2021 and $1.598 billion in the first six months of 2020. Planned capital expenditures are expected to approximate $3.7 billion in 2021. At June 30, 2021, there were projects under construction which had estimated additional costs to complete and equip over the next five years of approximately $3.6 billion. We expect to finance capital expenditures with internally generated and borrowed funds.
Cash used in financing activities totaled $3.346 billion in the first six months of 2021 compared to $4.116 billion in the first six months of 2020. During the first six months of 2021, net cash flows used in financing activities included a net increase of $1.406 billion in our indebtedness, payment of dividends of $325 million, repurchase of common stock of $3.814 billion and distributions to noncontrolling interests of $357 million. During the first six months of 2020, net cash flows used in financing activities included a net decline of $3.144 billion in our indebtedness, payment of dividends of $153 million, repurchase of common stock of $441 million and distributions to noncontrolling interests of $199 million.
We are a highly leveraged company with significant debt service requirements. Our debt totaled $32.572 billion at June 30, 2021. Our interest expense was $770 million for the first six months of 2021 and $816 million for the first six months of 2020.
In addition to cash flows from operations, available sources of capital include amounts available under our senior secured credit facilities ($5.620 billion and $5.550 billion available as of June 30, 2021 and July 31, 2021, respectively) and anticipated access to public and private debt markets.
Investments of our insurance subsidiaries, held to maintain statutory equity levels and to provide liquidity to pay claims, totaled $525 million and $504 million at June 30, 2021 and December 31, 2020, respectively. An insurance subsidiary maintained net reserves for professional liability risks of $154 million and $188 million at June 30, 2021 and December 31, 2020, respectively. Our facilities are insured by a 100% owned insurance subsidiary for losses up to $75 million per occurrence; however, this coverage is generally subject, in most cases, to a $15 million per occurrence self-insured retention. Additionally, the insurance subsidiary has entered into reinsurance contracts providing reimbursement for a certain portion of losses in excess of self-insured retentions. Net reserves for the self-insured professional liability risks retained were $1.850 billion and $1.736 billion at June 30, 2021 and December 31, 2020, respectively. Claims payments, net of reinsurance recoveries, during the next 12 months are expected to approximate $471 million. We estimate that approximately $431 million of the expected net claim payments during the next 12 months will relate to claims subject to the self-insured retention.
During June 2021, we issued $2.350 billion aggregate principal amount of senior secured notes comprised of $850 million aggregate principal amount of 2 3/8% notes due 2031 and $1.500 billion aggregate principal amount of 3 1/2% notes due 2051 (the “June 2021 Notes”). We also amended and restated our senior secured revolving credit facility and our senior secured asset-based revolving credit facility, including increasing availability under the asset-based revolving credit facility to $4.500 billion, extending the maturity date on both facilities to June 30, 2026 and entering into a new $1.500 billion term loan A-7 facility and a new $500 million
30
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
term loan B-14 facility (the “Credit Agreement Transactions”). We used the net proceeds from the June 2021 Notes and the Credit Agreement Transactions to retire the existing $1.071 billion term loan A-6 facility, the existing $1.455 billion term loan B-12 facility and the existing $1.131 billion term loan B-13 facility.
Management 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
HCA Inc., a direct wholly-owned subsidiary of HCA Healthcare, Inc., is the primary 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 on an unsecured basis by HCA Healthcare, Inc. The senior secured credit facilities and senior secured notes are fully and unconditionally guaranteed on a senior secured basis 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 a list of subsidiary guarantors, see Exhibit 22 to this quarterly report on Form
10-Q.
The subsidiary guarantees rank senior in right of payment to all subordinated indebtedness of each subsidiary guarantor, equally in right of payment with all senior indebtedness of the subsidiary guarantors and are structurally subordinated in right of payment to all indebtedness and other liabilities of any nonguarantor subsidiaries of the subsidiary guarantors (other than indebtedness and liabilities owed to one of the subsidiary guarantors). The subsidiary guarantees are secured by first-priority liens on the subsidiary guarantors’ assets, subject to certain exceptions, that secure our senior secured cash flow credit facility on a first-priority basis. The subsidiary guarantees are secured by second-priority liens on the subsidiary guarantors’ assets that secure our senior secured asset-based revolving credit facility on a first-priority basis and our senior secured cash flow credit facility on a second-priority basis.
The subsidiary guarantees may be automatically and unconditionally released and discharged upon certain customary events, including in the event such guarantee is released under our senior secured credit facilities. The indentures governing the senior secured notes include a “savings clause” intended to limit each subsidiary guarantor’s obligations as necessary to prevent the guarantee from constituting a fraudulent conveyance under applicable law, which could reduce a subsidiary guarantor’s liability on its guarantee to zero. For further information regarding the 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, 2020. 31
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
Summarized Financial Information (continued)
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 six months ended June 30, 2021 and year ended December 31, 2020 and the summarized balance sheet information at June 30, 2021 and December 31, 2020, for HCA Healthcare, Inc., HCA Inc. and the subsidiary guarantors (the Parent, Subsidiary Issuer and Subsidiary Guarantors) follow (dollars in millions):
Six Months Ended June 30, 2021 and Year Ended December 31, 2020:
Six Months June 30, 2021 |
Year December 31, 2020 |
|||||||
| Revenues |
$ |
16,984 |
$ | 31,040 | ||||
| Income before income taxes |
2,984 |
4,016 | ||||||
| Net income |
2,318 |
3,172 | ||||||
| Net income attributable to Parent, Subsidiary Issuer and Subsidiary Guarantors |
2,274 |
3,091 | ||||||
| At June 30, 2021 and December 31, 2020: |
||||||||
June 30, 2021 |
December 31, 2020 |
|||||||
| Current assets |
$ |
7,248 |
$ | 7,442 | ||||
| Property and equipment, net |
15,105 |
14,939 | ||||||
| Goodwill and other intangible assets |
5,760 |
5,763 | ||||||
| Total noncurrent assets |
22,007 |
21,771 | ||||||
| Total assets |
29,255 |
29,213 | ||||||
| Current liabilities |
5,065 |
5,316 | ||||||
| Long-term debt, net |
31,897 |
30,444 | ||||||
| Intercompany balances |
2,419 |
2,090 | ||||||
| Income taxes and other liabilities |
1,240 |
1,004 | ||||||
| Total noncurrent liabilities |
36,088 |
34,035 | ||||||
| Stockholders’ deficit attributable to Parent, Subsidiary Issuer and Subsidiary Guarantors |
(12,013 |
) |
(10,247 | ) | ||||
| Noncontrolling interests |
115 |
109 | ||||||
The first-priority liens securing the subsidiary guarantees discussed above include liens on (i) substantially all of the capital stock of substantially all wholly owned first-tier subsidiaries of HCA Inc. or of the subsidiary guarantors (but limited to 65% of the stock of any such wholly owned first-tier subsidiary that is a foreign subsidiary), subject to certain limited exceptions, and (ii) substantially all indebtedness owing to HCA Inc. or to the subsidiary guarantors, including any and all intercompany indebtedness owed by HCA Healthcare, Inc. or any subsidiary thereof to HCA Inc., or any subsidiary guarantor. For a list of affiliates whose securities are pledged as collateral for the senior secured notes, see Exhibit 22 to this quarterly report on Form
10-Q.
Under the first lien intercreditor agreement, the administrative agent for the lenders under the cash flow credit facility, subject to the occurrence of certain events, has the exclusive right to direct foreclosures and take other actions with respect to these liens, and the trustee for the senior secured notes has no right to take any such actions. In certain circumstances, including upon certain events of default under the senior secured credit
32
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
Summarized Financial Information (continued)
facilities and the senior secured notes, the collateral agent in respect of the cash flow credit facility and the senior secured notes could proceed against the collateral granted to it to secure such indebtedness, including the aforementioned pledged capital stock and pledged indebtedness, and require such collateral to be delivered to the collateral agent to the extent not already in its possession for purposes of perfecting the lien on such assets. For further information regarding the collateral, including events or circumstances that may require delivery of the collateral, refer to the applicable indentures, the first lien intercreditor agreement, the cash flow credit agreement and the pledge agreement that are filed as exhibits to our annual report on Form
10-K
for the year ended December 31, 2020. There is no trading market for any of HCA Healthcare, Inc.’s affiliates whose securities are pledged as collateral for the senior secured notes.
Rule
13-02
of Regulation S-X
requires the presentation of summarized financial information of the combined affiliates whose securities are pledged as collateral for the senior secured notes unless such information is not material. The rule provides that such information is not material if the assets, liabilities and results of operations of the combined affiliates whose securities are pledged as collateral are not materially different than the corresponding amounts presented in the consolidated financial statements of the Registrant. Healthtrust, Inc. — The Hospital Company (“Healthtrust”) is the first-tier subsidiary of HCA Inc., and the common stock of Healthtrust is pledged as collateral for the senior secured notes. Due to the corporate structure relationship of HCA Healthcare, Inc. and Healthtrust, all of HCA Healthcare, Inc.’s operating subsidiaries, including all other affiliates whose securities are pledged as collateral for the senior secured notes, are also subsidiaries of Healthtrust. The corporate structure relationship, combined with the application of push-down accounting in Healthtrust’s consolidated financial statements related to HCA Healthcare Inc.’s debt and financial instruments, mean that the assets, liabilities and results of operations of Healthtrust (and, therefore, of the combined affiliates whose securities are pledged as collateral for the senior secured notes) are not materially different than the corresponding amounts presented in the financial statements of HCA Healthcare, Inc. As a result, summarized financial information of affiliates whose securities are pledged as collateral for the senior secured notes is not required to be presented under Rule 13-02.
Market Risk
We are exposed to market risk related to changes in market values of securities. The investment securities held by our insurance subsidiaries were recorded at $525 million at June 30, 2021. 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, 2021, we had a net unrealized gain of $23 million on the insurance subsidiaries’ investments.
We are exposed to market risk related to market illiquidity. Investment securities held by our insurance subsidiaries could be impaired by the inability to access the capital markets. Should the 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 credit-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.
33
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
Market Risk (continued)
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 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.
With respect to our interest-bearing liabilities, approximately $300 million of long-term debt at June 30, 2021 was subject to variable rates of interest, while the remaining balance in long-term debt of $32.272 billion at June 30, 2021 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 4.9% and 5.0% for the six months ended June 30, 2021 and 2020, respectively.
The estimated fair value of our total long-term debt was $37.022 billion at June 30, 2021. 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 variable interest rates, the potential annualized reduction to future pretax earnings would be approximately $3 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.
Tax Examinations
The Internal Revenue Service was conducting an examination of the Company’s 2016, 2017 and 2018 federal income tax returns at June 30, 2021. 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.
34
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Operating Data
2021 |
2020 |
|||||||
| Number of hospitals in operation at: |
||||||||
| March 31 |
186 |
186 | ||||||
| June 30 |
187 |
186 | ||||||
| September 30 |
187 | |||||||
| December 31 |
185 | |||||||
| Number of freestanding outpatient surgical centers in operation at: |
||||||||
| March 31 |
121 |
123 | ||||||
| June 30 |
122 |
122 | ||||||
| September 30 |
121 | |||||||
| December 31 |
121 | |||||||
| Licensed hospital beds at(a): |
||||||||
| March 31 |
49,561 |
49,357 | ||||||
| June 30 |
49,693 |
49,403 | ||||||
| September 30 |
49,473 | |||||||
| December 31 |
49,265 | |||||||
| Weighted average beds in service(b): |
||||||||
| Quarter: |
||||||||
| First |
42,363 |
42,177 | ||||||
| Second |
42,464 |
42,309 | ||||||
| Third |
42,426 | |||||||
| Fourth |
42,072 | |||||||
| Year |
42,246 | |||||||
| Average daily census(c): |
||||||||
| Quarter: |
||||||||
| First |
29,678 |
28,822 | ||||||
| Second |
28,901 |
24,844 | ||||||
| Third |
28,186 | |||||||
| Fourth |
29,065 | |||||||
| Year |
27,734 | |||||||
| Admissions(d): |
||||||||
| Quarter: |
||||||||
| First |
506,380 |
528,244 | ||||||
| Second |
532,041 |
452,992 | ||||||
| Third |
506,756 | |||||||
| Fourth |
521,917 | |||||||
| Year |
2,009,909 | |||||||
| Equivalent admissions(e): |
||||||||
| Quarter: |
||||||||
| First |
832,489 |
889,035 | ||||||
| Second |
916,212 |
723,136 | ||||||
| Third |
835,576 | |||||||
| Fourth |
864,583 | |||||||
| Year |
3,312,330 | |||||||
35
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Operating Data (continued)
2021 |
2020 |
|||||||
| Average length of stay (days)(f): |
||||||||
| Quarter: |
||||||||
| First |
5.3 |
5.0 | ||||||
| Second |
4.9 |
5.0 | ||||||
| Third |
5.1 | |||||||
| Fourth |
5.1 | |||||||
| Year |
5.1 | |||||||
| Emergency room visits(g): |
||||||||
| Quarter: |
||||||||
| First |
1,841,778 |
2,264,707 | ||||||
| Second |
2,128,428 |
1,516,116 | ||||||
| Third |
1,813,661 | |||||||
| Fourth |
1,855,823 | |||||||
| Year |
7,450,307 | |||||||
| Outpatient surgeries(h): |
||||||||
| Quarter: |
||||||||
| First |
231,228 |
226,319 | ||||||
| Second |
262,107 |
170,911 | ||||||
| Third |
232,493 | |||||||
| Fourth |
252,760 | |||||||
| Year |
882,483 | |||||||
| Inpatient surgeries(i): |
||||||||
| Quarter: |
||||||||
| First |
127,590 |
135,145 | ||||||
| Second |
136,460 |
118,591 | ||||||
| Third |
133,492 | |||||||
| Fourth |
135,157 | |||||||
| Year |
522,385 | |||||||
| Days revenues in accounts receivable(j): |
||||||||
| Quarter: |
||||||||
| First |
48 |
49 | ||||||
| Second |
48 |
50 | ||||||
| Third |
44 | |||||||
| Fourth |
45 | |||||||
| Outpatient revenues as a % of patient revenues(k): |
||||||||
| Quarter: |
||||||||
| First |
36 |
% |
37 | % | ||||
| Second |
38 |
% |
32 | % | ||||
| Third |
36 | % | ||||||
| Fourth |
35 | % | ||||||
| Year |
35 | % | ||||||
| (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 beds in service, weighted based on periods owned. |
| (c) | Represents the average number of patients in our hospital beds each day. |
36
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Operating Data (continued)
| (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. |
| (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. |
| (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. |
37
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, 2021. 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, 2021.
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
The information set forth in Note 9 – Contingencies in the notes to the condensed consolidated financial statements is incorporated herein by reference.
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, 2020, 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, 2020. ITEM 2. UNREGISTERED |
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
During January 2020, our Board of Directors authorized a share repurchase program for up to $2 billion of our outstanding common stock. During February 2021, our Board of Directors authorized an additional $6 billion for repurchases of our outstanding common stock. During the quarter ended June 30, 2021, we repurchased 11,261,507 shares of our common stock at an average price of $203.06 per share through market purchases pursuant to the January 2020 authorization (which was completed during the second quarter of 2021) and February 2021 authorization. At June 30, 2021, we had $4.987 billion of repurchase authorization available under the February 2021 authorization.
38
The following table provides certain information with respect to our repurchases of common stock from April 1, 2021 through June 30, 2021 (dollars in millions, except per share amounts).
| Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs |
||||||||||||
| April 1, 2021 through April 30, 2021 |
3,927,519 | $ | 193.08 | 3,927,519 | $ | 6,516 | ||||||||||
| May 1, 2021 through May 31, 2021 |
3,662,154 | $ | 207.10 | 3,662,154 | $ | 5,757 | ||||||||||
| June 1, 2021 through June 30, 2021 |
3,671,834 | $ | 209.71 | 3,671,834 | $ | 4,987 | ||||||||||
| |
|
|
|
|||||||||||||
| Total for second quarter 2021 |
11,261,507 | $ | 203.06 | 11,261,507 | $ | 4,987 | ||||||||||
| |
|
|
|
|||||||||||||
On July 19, 2021, our Board of Directors declared a quarterly dividend of $0.48 per share on our common stock payable on September 30, 2021 to stockholders of record at the close of business on September 16, 2021. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors. Our ability to declare future dividends may also from time to time be limited by the terms of our debt agreements.
39
ITEM 6. EXHIBITS |
(a) List of Exhibits:
| 4.1 | — | |||
| 4.2 | — | |||
| 4.3 | — | |||
| 4.4 | — | |||
| 4.5 | — | |||
| 4.6 | — | |||
| 4.7 | — | |||
| 22 | — | |||
| 31.1 | — | |||
| 31.2 | — | |||
| 32 | — | |||
| 101 | — | The following financial information from our quarterly report on Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on August 2, 2021, formatted in Inline Extensible Business Reporting Language: (i) the condensed consolidated balance sheets at June 30, 2021 and December 31, 2020, (ii) the condensed consolidated income statements for the quarters and six months ended June 30, 2021 and 2020, (iii) the condensed consolidated comprehensive income statements for the quarters and six months ended June 30, 2021 and 2020, (iv) the condensed consolidated statements of stockholders’ equity (deficit) for the quarters and six months ended June 30, 2021 and 2020, (v) the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 and (vi) the notes to condensed consolidated financial statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
| 104 | — | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included in Exhibit 101). | ||
40
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, 2021
41
Exhibit 22
List of Subsidiary Guarantors
All of the senior secured notes and senior unsecured notes issued by HCA Inc. are fully and unconditionally guaranteed by HCA Healthcare, Inc. In addition to the guarantee provided by HCA Healthcare, Inc., all of HCA Inc.’s senior secured notes are fully and unconditionally guaranteed by the subsidiary guarantors listed below.
| American Medicorp Development Co. |
| Bay Hospital, Inc. |
| Brigham City Community Hospital, Inc. |
| Brookwood Medical Center of Gulfport, Inc. |
| Capital Division, Inc. |
| CarePartners HHA Holdings, LLLP |
| CarePartners HHA, LLLP |
| CarePartners Rehabilitation Hospital, LLLP |
| Centerpoint Medical Center of Independence, LLC |
| Central Florida Regional Hospital, Inc. |
| Central Shared Services, LLC |
| Central Tennessee Hospital Corporation |
| CHCA Bayshore, L.P. |
| CHCA Conroe, L.P. |
| CHCA Mainland, L.P. |
| CHCA Pearland, L.P. |
| CHCA West Houston, L.P. |
| CHCA Woman’s Hospital, L.P. |
| Chippenham & Johnston-Willis Hospitals, Inc. |
| Citrus Memorial Hospital, Inc. |
| Citrus Memorial Property Management, Inc. |
| Clinical Education Shared Services, LLC |
| Colorado Health Systems, Inc. |
| Columbia ASC Management, L.P. |
| Columbia Florida Group, Inc. |
| Columbia Healthcare System of Louisiana, Inc. |
| Columbia Jacksonville Healthcare System, Inc. |
| Columbia LaGrange Hospital, LLC |
| Columbia Medical Center of Arlington Subsidiary, L.P. |
| Columbia Medical Center of Denton Subsidiary, L.P. |
| Columbia Medical Center of Las Colinas, Inc. |
| Columbia Medical Center of Lewisville Subsidiary, L.P. |
| Columbia Medical Center of McKinney Subsidiary, L.P. |
| Columbia Medical Center of Plano Subsidiary, L.P. |
| Columbia North Hills Hospital Subsidiary, L.P. |
| Columbia Ogden Medical Center, Inc. |
| Columbia Parkersburg Healthcare System, LLC |
| Columbia Physician Services - Florida Group, Inc. |
| Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. |
| Columbia Rio Grande Healthcare, L.P. |
| Columbia Riverside, Inc. |
| Columbia Valley Healthcare System, L.P. |
| Columbia/Alleghany Regional Hospital, Incorporated |
| Columbia/HCA John Randolph, Inc. |
| Columbine Psychiatric Center, Inc. |
| Columbus Cardiology, Inc. |
| Conroe Hospital Corporation |
| Cy-Fair Medical Center Hospital, LLC |
| Dallas/Ft. Worth Physician, LLC |
| Dublin Community Hospital, LLC |
| East Florida - DMC, Inc. |
| Eastern Idaho Health Services, Inc. |
| Edward White Hospital, Inc. |
| El Paso Surgicenter, Inc. |
| Encino Hospital Corporation, Inc. |
| EP Health, LLC |
| Fairview Park GP, LLC |
| Fairview Park, Limited Partnership |
| FMH Health Services, LLC |
| Frankfort Hospital, Inc. |
| Galen Property, LLC |
| GenoSpace, LLC |
| Good Samaritan Hospital, L.P. |
| Goppert-Trinity Family Care, LLC |
| GPCH-GP, Inc. |
| Grand Strand Regional Medical Center, LLC |
| Green Oaks Hospital Subsidiary, L.P. |
| Greenview Hospital, Inc. |
| H2U Wellness Centers, LLC |
| HCA - IT&S Field Operations, Inc. |
| HCA - IT&S Inventory Management, Inc. |
| HCA American Finance LLC |
| HCA Central Group, Inc. |
| HCA Eastern Group, Inc. |
| HCA Health Services of Florida, Inc. |
| HCA Health Services of Louisiana, Inc. |
| HCA Health Services of Tennessee, Inc. |
| HCA Health Services of Virginia, Inc. |
| HCA Management Services, L.P. |
| HCA Pearland GP, Inc. |
| HCA Realty, Inc. |
| HCA-HealthONE LLC |
2
| HD&S Corp. Successor, Inc. |
| Health Midwest Office Facilities Corporation |
| Health Midwest Ventures Group, Inc. |
| HealthTrust Workforce Solutions, LLC |
| Hendersonville Hospital Corporation |
| hInsight-Mobile Heartbeat Holdings, LLC |
| Hospital Corporation of Tennessee |
| Hospital Corporation of Utah |
| Hospital Development Properties, Inc. |
| Houston - PPH, LLC |
| Houston NW Manager, LLC |
| HPG Enterprises, LLC |
| HSS Holdco, LLC |
| HSS Systems, LLC |
| HSS Virginia, L.P. |
| HTI Memorial Hospital Corporation |
| HTI MOB, LLC |
| Integrated Regional Lab, LLC |
| Integrated Regional Laboratories, LLP |
| JFK Medical Center Limited Partnership |
| JPM AA Housing, LLC |
| KPH-Consolidation, Inc. |
| Lakeview Medical Center, LLC |
| Largo Medical Center, Inc. |
| Las Encinas Hospital |
| Las Vegas Surgicare, Inc. |
| Lawnwood Medical Center, Inc. |
| Lewis-Gale Hospital, Incorporated |
| Lewis-Gale Medical Center, LLC |
| Lewis-Gale Physicians, LLC |
| Lone Peak Hospital, Inc. |
| Los Robles Regional Medical Center |
| Management Services Holdings, Inc. |
| Marietta Surgical Center, Inc. |
| Marion Community Hospital, Inc. |
| MCA Investment Company |
| Medical Centers of Oklahoma, LLC |
| Medical Office Buildings of Kansas, LLC |
| MediCredit, Inc. |
| Memorial Healthcare Group, Inc. |
| MH Angel Medical Center, LLLP |
| MH Blue Ridge Medical Center, LLLP |
| MH Highlands-Cashiers Medical Center, LLLP |
| MH Hospital Holdings, Inc. |
3
| MH Hospital Manager, LLC |
| MH Master Holdings, LLLP |
| MH Master, LLC |
| MH Mission Hospital McDowell, LLLP |
| MH Mission Hospital, LLLP |
| MH Mission Imaging, LLLP |
| MH Transylvania Regional Hospital, LLLP |
| Midwest Division - ACH, LLC |
| Midwest Division - LSH, LLC |
| Midwest Division - MCI, LLC |
| Midwest Division - MMC, LLC |
| Midwest Division - OPRMC, LLC |
| Midwest Division - RBH, LLC |
| Midwest Division - RMC, LLC |
| Midwest Holdings, Inc. |
| Mobile Heartbeat, LLC |
| Montgomery Regional Hospital, Inc. |
| Mountain Division - CVH, LLC |
| Mountain View Hospital, Inc. |
| Nashville Shared Services General Partnership |
| National Patient Account Services, Inc. |
| New Iberia Healthcare, LLC |
| New Port Richey Hospital, Inc. |
| New Rose Holding Company, Inc. |
| North Florida Immediate Care Center, Inc. |
| North Florida Regional Medical Center, Inc. |
| North Houston - TRMC, LLC |
| North Texas - MCA, LLC |
| Northern Utah Healthcare Corporation |
| Northern Virginia Community Hospital, LLC |
| Northlake Medical Center, LLC |
| Notami Hospitals of Louisiana, Inc. |
| Notami Hospitals, LLC |
| Okaloosa Hospital, Inc. |
| Okeechobee Hospital, Inc. |
| Oklahoma Holding Company, LLC |
| Outpatient Cardiovascular Center of Central Florida, LLC |
| Outpatient Services Holdings, Inc. |
| Oviedo Medical Center, LLC |
| Palms West Hospital Limited Partnership |
| Parallon Business Solutions, LLC |
| Parallon Enterprises, LLC |
| Parallon Health Information Solutions, LLC |
| Parallon Holdings, LLC |
4
| Parallon Payroll Solutions, LLC |
| Parallon Physician Services, LLC |
| Parallon Revenue Cycle Services, Inc. |
| Pasadena Bayshore Hospital, Inc. |
| PatientKeeper, Inc. |
| Pearland Partner, LLC |
| Plantation General Hospital, L.P. |
| Poinciana Medical Center, Inc. |
| Primary Health, Inc. |
| PTS Solutions, LLC |
| Pulaski Community Hospital, Inc. |
| Putnam Community Medical Center of North Florida, LLC |
| Redmond Park Hospital, LLC |
| Redmond Physician Practice Company |
| Reston Hospital Center, LLC |
| Retreat Hospital, LLC |
| Rio Grande Regional Hospital, Inc. |
| Riverside Healthcare System, L.P. |
| Riverside Hospital, Inc. |
| Samaritan, LLC |
| San Jose Healthcare System, LP |
| San Jose Hospital, L.P. |
| San Jose Medical Center, LLC |
| San Jose, LLC |
| Sarah Cannon Research Institute, LLC |
| Sarasota Doctors Hospital, Inc. |
| Savannah Health Services, LLC |
| SCRI Holdings, LLC |
| Sebring Health Services, LLC |
| SJMC, LLC |
| Southeast Georgia Health Services, LLC |
| Southern Hills Medical Center, LLC |
| Southpoint, LLC |
| Spalding Rehabilitation L.L.C. |
| Spotsylvania Medical Center, Inc. |
| Spring Branch Medical Center, Inc. |
| Spring Hill Hospital, Inc. |
| SSHR Holdco, LLC |
| Sun City Hospital, Inc. |
| Sunrise Mountainview Hospital, Inc. |
| Surgicare of Brandon, Inc. |
| Surgicare of Florida, Inc. |
| Surgicare of Houston Women’s, Inc. |
| Surgicare of Manatee, Inc. |
5
| Surgicare of Newport Richey, Inc. |
| Surgicare of Palms West, LLC |
| Surgicare of Riverside, LLC |
| Tallahassee Medical Center, Inc. |
| TCMC Madison-Portland, Inc. |
| Terre Haute Hospital GP, Inc. |
| Terre Haute Hospital Holdings, Inc. |
| Terre Haute MOB, L.P. |
| Terre Haute Regional Hospital, L.P. |
| The Regional Health System of Acadiana, LLC |
| Timpanogos Regional Medical Services, Inc. |
| Trident Medical Center, LLC |
| U.S. Collections, Inc. |
| Utah Medco, LLC |
| VH Holdco, Inc. |
| VH Holdings, Inc. |
| Virginia Psychiatric Company, Inc. |
| Vision Consulting Group LLC |
| Vision Holdings, LLC |
| Walterboro Community Hospital, Inc. |
| WCP Properties, LLC |
| Weatherford Health Services, LLC |
| Wesley Medical Center, LLC |
| West Florida - MHT, LLC |
| West Florida - PPH, LLC |
| West Florida Regional Medical Center, Inc. |
| West Valley Medical Center, Inc. |
| Western Plains Capital, Inc. |
| WHMC, Inc. |
| Woman’s Hospital of Texas, Incorporated |
List of Pledged Securities
The subsidiary guarantees discussed above are secured by first-priority liens on substantially all of the capital stock of substantially all wholly owned first-tier subsidiaries of HCA Inc. or of subsidiary guarantors (but limited to 65% of the stock of any such wholly owned first-tier subsidiary that is a foreign subsidiary), subject to certain limited exceptions. Below is a list of all of the entities in which the identified credit party owns stock, partnership interest, limited liability company membership interest or other equity interest that is pledged as collateral for the senior secured notes.
6
| Credit Party |
Legal Entity Owned | |
| American Medicorp Development Co. | CVMC Property, LLC | |
| HCA-HealthONE LLC | ||
| Rapides Healthcare System, L.L.C. | ||
| Surgicare of Evans, Inc. | ||
| Bay Hospital, Inc. | Gulf Coast Inpatient Specialists, LLC | |
| Brigham City Community Hospital, Inc. | Brigham City Community Hospital Physician Services, LLC | |
| MountainStar Brigham General Surgery, LLC | ||
| Brookwood Medical Center of Gulfport, Inc. | Coastal Imaging Center of Gulfport, Inc. | |
| EPIC Properties, Inc. | ||
| Garden Park Investments, L.P. | ||
| Garden Park Physician Group - Specialty Care, LLC | ||
| Garden Park Physician Group, Inc. | ||
| GPCH-GP, Inc. | ||
| Gulf Coast Medical Ventures, Inc. | ||
| Capital Division, Inc. | Capital Professional Billing, LLC | |
| HCA LewisGale Regional Cancer Centers Clinical Co-Management Company, LLC | ||
| Virginia Care Partners ACO LLC | ||
| Virginia Quality Care Partners, LLC | ||
| CarePartners HHA Holdings, LLLP | CarePartners HHA, LLLP | |
| CarePartners Rehabilitation Hospital, LLLP | MH Anesthesiology Physicians, LLC | |
| MH Physician Services, LLC | ||
| Mission Health Community Multispecialty Providers, LLC | ||
| Centerpoint Medical Center of Independence, LLC | The Regional Health System of Acadiana, LLC | |
| Central Florida Regional Hospital, Inc. | Central Florida Cardiology Interpretations, LLC | |
| JPM AA Housing, LLC | ||
| Central Shared Services, LLC | Clinical Education Shared Services, LLC | |
| CHCA Bayshore, L.P. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Bayshore Medical Center, LLC | ||
| CHCA Conroe, L.P. | CRMC-M, LLC | |
| HCA-Solis Holdings, Inc. | ||
| Solis Mammography at Conroe Regional Medical Center, LLC | ||
| CHCA Pearland, L.P. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Pearland Medical Center, LLC | ||
7
| CHCA West Houston, L.P. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at West Houston Medical Center, LLC | ||
| CHCA Woman’s Hospital, L.P. | Fannin MOB Property Management, LLC | |
| HCA-Solis Holdings, Inc. | ||
| Solis Mammography at Woman’s Hospital of Texas, LLC | ||
| Chippenham & Johnston-Willis Hospitals, Inc. | CJW Wound Healing Center, LLC | |
| Crewe Outpatient Imaging, LLC | ||
| Imaging Services of Richmond, LLC | ||
| Colorado Health Systems, Inc. | HealthONE of Denver, Inc. | |
| New Rose Holding Company, Inc. | ||
| Columbia Florida Group, Inc. | Columbia Central Florida Division, Inc. | |
| Columbia Physician Services - Florida Group, Inc. | ||
| Columbia Tampa Bay Division, Inc. | ||
| East Florida Division, Inc. | ||
| Fort Myers Market, Inc. | ||
| North Florida Division I, Inc. | ||
| West Florida Division, Inc. | ||
| Columbia Healthcare System of Louisiana, Inc. | Centerpoint Clinic of Blue Springs, LLC | |
| Centerpoint Medical Center of Independence, LLC | ||
| Centerpoint Physicians Group, LLC | ||
| Centerpoint Women’s Services, LLC | ||
| Children’s Multi-Specialty Group, LLC | ||
| Columbia/HCA of Baton Rouge, Inc. | ||
| Lafayette OB Hospitalists, LLC | ||
| Lakeview Cardiology Specialists, LLC | ||
| Lakeview Regional Physician Group, LLC | ||
| Research Family Physicians, LLC | ||
| Southwest Medical Center Family Practice, LLC | ||
| Southwest Medical Center Multi-Specialty Group, LLC | ||
| Southwest Medical Center Surgical Group, LLC | ||
| Tchefuncte Cardiology Associates - Lakeview, LLC | ||
| Women’s & Children’s Pediatric Hematology/Oncology Center, LLC | ||
| Women’s Multi-Specialty Group, LLC | ||
| Columbia Jacksonville Healthcare System, Inc. | Memorial Family Practice Associates, LLC | |
| Memorial Health Primary Care at St. Johns Bluff, LLC | ||
| Memorial Healthcare Group, Inc. | ||
| Memorial Neurosurgery Group, LLC | ||
| Columbia LaGrange Hospital, LLC | Kendall Regional Medical Center, LLC | |
8
| Columbia Medical Center of Arlington Subsidiary, L.P. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Medical Center Arlington, LLC | ||
| Columbia Medical Center of Denton Subsidiary, L.P. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Denton Regional Medical Center, LLC | ||
| Columbia Medical Center of Las Colinas, Inc. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Las Colinas Medical Center, LLC | ||
| Tuscan Imaging Center at Las Colinas, LLC | ||
| Columbia Medical Center of Lewisville Subsidiary, L.P. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Medical Center of Lewisville, LLC | ||
| Columbia Medical Center of McKinney Subsidiary, L.P. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Medical Center of McKinney, LLC | ||
| Columbia Medical Center of Plano Subsidiary, L.P. | HCA-Solis Holdings, Inc. | |
| Plano Ambulatory Surgery Associates, L.P. | ||
| Plano Heart Management, LLC | ||
| Plano Surgicenter Real Estate Manager, LLC | ||
| Solis Mammography at Medical Center of Plano, LLC | ||
| Columbia Ogden Medical Center, Inc. | MountainStar Cardiology Ogden Regional, LLC | |
| Ogden Regional Medical Center Professional Billing, LLC | ||
| Ogden Senior Center, LLC | ||
| Columbia Parkersburg Healthcare System, LLC | Parkersburg SJ Holdings, Inc. | |
| Columbia Physician Services - Florida Group, Inc. | Central Florida Division Practice, Inc. | |
| North Florida Division Practice, Inc. | ||
| Premier Medical Management, Ltd. | ||
| South Florida Division Practice, Inc. | ||
| Columbia Riverside, Inc. | Riverside Healthcare System, L.P. | |
| Columbia/Alleghany Regional Hospital, Incorporated | Alleghany Primary Care, Inc. | |
| Alleghany Specialists, LLC | ||
| Columbia/HCA John Randolph, Inc. | Imaging Services of Appomattox, LLC | |
| Columbine Psychiatric Center, Inc. | HCA-HealthONE LLC | |
9
| Conroe Hospital Corporation | CHCA Conroe, L.P. | |
| Conroe Partner, LLC | ||
| Dublin Community Hospital, LLC | Fairview Park GP, LLC | |
| Fairview Partner, LLC | ||
| Eastern Idaho Health Services, Inc. | EIRMC Hospitalist Services, LLC | |
| El Paso Surgicenter, Inc. | El Paso Surgery Centers, L.P. | |
| EP Health, LLC | Brookwood Medical Center of Gulfport, Inc. | |
| Coastal Healthcare Services, Inc. | ||
| Epic Diagnostic Centers, Inc. | ||
| Epic Healthcare Management Company | ||
| EPIC Surgery Centers, Inc. | ||
| Grace 1011, LLC | ||
| Health Insight Capital, LLC | ||
| MRT&C, Inc. | ||
| Primary Health Asset Holdings, Ltd. | ||
| PSG Delegated Services, LLC | ||
| SSHR Holdco, LLC | ||
| Fairview Park GP, LLC | Fairview Park, Limited Partnership | |
| FMH Health Services, LLC | New Hampshire Imaging Services, Inc. | |
| Frankfort Hospital, Inc. | Frankfort Wound Care, LLC | |
| Galen Property, LLC | Henrico Doctors Hospital - Forest Campus Property, LLC | |
| GPCH-GP, Inc. | Garden Park Community Hospital Limited Partnership | |
| Grand Strand Regional Medical Center, LLC | Grand Strand Senior Health Center, LLC | |
| Greenview Hospital, Inc. | Frankfort Hospital, Inc. | |
| Southern Kentucky Surgicenter, LLC | ||
| H2U Wellness Centers, LLC | Health to You, LLC | |
| HCA Central Group, Inc. | Capital Division, Inc. | |
| HCA Chattanooga Market, Inc. | ||
| MidAmerica Division, Inc. | ||
| TriStar Health System, Inc. | ||
| HCA Eastern Group, Inc. | Columbia Florida Group, Inc. | |
| South Atlantic Division, Inc. | ||
| HCA Health Services of Florida, Inc. | Bradenton Cardiology Physician Network, LLC | |
| Hilltop 408, LLC | ||
| North Physician Services, Inc. | ||
| Oak Hill Acquisition, Inc. | ||
| Pinnacle Physician Network, LLC | ||
| St. Lucie Medical Center Hyperbarics, LLC | ||
| Surgicare of Bayonet Point, Inc. | ||
| West Florida Physician Network, LLC | ||
| West Florida Trauma Network, LLC | ||
| West Florida Urgent Care Network, LLC | ||
10
| HCA Health Services of Louisiana, Inc. | Cedar Creek Medical Group, LLC | |
| Foot & Ankle Specialty Services, LLC | ||
| Goppert-Trinity Family Care, LLC | ||
| Midwest Cardiovascular & Thoracic Surgery, LLC | ||
| Midwest Division - LSH, LLC | ||
| Midwest Division - MCI, LLC | ||
| Midwest Division - RBH, LLC | ||
| Midwest Division - RMC, LLC | ||
| Midwest Trauma Services, LLC | ||
| Midwest Women’s Healthcare Specialists, LLC | ||
| Raymore Medical Group, LLC | ||
| RMC - Pulmonary, LLC | ||
| Senior Health Associates, LLC | ||
| Women’s Center at Brookside, LLC | ||
| HCA Health Services of Tennessee, Inc. | 2490 Church, LLC | |
| Centennial CyberKnife Center, LLC | ||
| Centennial Neuroscience, LLC | ||
| Centennial Surgical Clinic, LLC | ||
| Central Tennessee Hospital Corporation | ||
| HCA-Solis Holdings, Inc. | ||
| Hospitalists at Centennial Medical Center, LLC | ||
| Judson Holdings, LLC | ||
| Neuro Affiliates Company | ||
| Old Fort Village, LLC | ||
| Solis Mammography at StoneCrest Medical Center, LLC | ||
| Southpoint, LLC | ||
| Summit General Partner, Inc. | ||
| Summit Walk-In Clinic, LLC | ||
| Surgicare of Brentwood, LLC | ||
| TriStar Cardiovascular Surgery, LLC | ||
| TriStar Medical Group - Centennial Primary Care, LLC | ||
| HCA Health Services of Virginia, Inc. | Columbia Arlington Healthcare System, L.L.C. | |
| Columbia/HCA John Randolph, Inc. | ||
| Preferred Hospitals, Inc. | ||
| Reston Hospital Center, LLC | ||
| Retreat Hospital, LLC | ||
| Spotsylvania Medical Center, Inc. | ||
| West Creek Ambulatory Surgery Center, LLC | ||
11
| HCA Inc. | HCA American Finance LLC HCA Property GP, LLC Healthtrust, Inc. – The Hospital Company HSS Holdco, LLC | |
| HCA Management Services, L.P. | UR Services, LLC | |
| HCA Healthcare Marketing and Corporate Affairs, LLC | ||
| HCA Pearland GP, Inc. | CHCA Pearland, L.P. | |
| Pearland Partner, LLC | ||
| HCA-HealthONE LLC | Altitude Mid Level Providers, LLC | |
| Center for Advanced Diagnostics LLC | ||
| HCA-Solis Master, LLC | ||
| HealthONE at Breckenridge, LLC | ||
| HealthONE Aurora Investment, LLC | ||
| HealthONE Care Partners, LLC | ||
| HealthONE CareNow Urgent Care, LLC | ||
| HealthONE Clear Creek, LLC | ||
| HealthONE Clinic Services - Bariatric Medicine, LLC | ||
| HealthONE Clinic Services - Behavioral Health, LLC | ||
| HealthONE Clinic Services - Cardiovascular, LLC | ||
| HealthONE Clinic Services - Medical Specialties, LLC | ||
| HealthONE Clinic Services - Neurosciences, LLC | ||
| HealthONE Clinic Services - Obstetrics and Gynecology, LLC | ||
| HealthONE Clinic Services - Occupational Medicine, LLC | ||
| HealthONE Clinic Services - Oncology Hematology, LLC | ||
| HealthONE Clinic Services - Orthopedic Specialists, LLC | ||
| HealthONE Clinic Services - Otolaryngology Specialists, LLC | ||
| HealthONE Clinic Services - Pediatric Specialties, LLC | ||
| HealthONE Clinic Services - Primary Care, LLC | ||
| HealthONE Clinic Services - Surgery Neurological, LLC | ||
| HealthONE Clinic Services - Surgical Specialties, LLC | ||
| HealthONE Clinic Services - Youth Rehabilitation LLC | ||
| HealthONE Clinic Services LLC | ||
| HealthONE Heart Care LLC | ||
| HealthONE High Street Primary Care Center, LLC | ||
12
| HealthONE IRL Pathology Services, LLC | ||
| HealthONE Lincoln Investment, LLC | ||
| HealthONE Lowry, LLC | ||
| HealthONE Radiation Therapy at Red Rocks, LLC | ||
| HealthONE Radiation Therapy at Thornton, LLC | ||
| HealthONE Surgicare of Ridge View, LLC | ||
| HealthONE Urologic, LLC | ||
| HealthONE Westside Investment, LLC | ||
| Hospital Cooperative Laundry, Inc. | ||
| Hospital Based CRNA Services, Inc. | ||
| HSS Inc. | ||
| Lakewood Surgicare, Inc. | ||
| Medical Care America Colorado, LLC | ||
| Medical Imaging of Colorado LLC | ||
| P/SL Hyperbaric Partnership | ||
| Proaxis Therapy HealthONE LLC | ||
| Rocky Mountain Pediatric Hematology Oncology, LLC | ||
| Rose Health Partners, LLC | ||
| Rose Medical Plaza, Ltd. | ||
| Rose POB, Inc. | ||
| Sky Ridge Spine Manager, LLC | ||
| Solis Mammography at Rose Medical Center, LLC | ||
| Spalding Rehabilitation, L.L.C. | ||
| Surgicare of Denver Mid-Town, Inc. | ||
| Surgicare of Rose, LLC | ||
| Surgicare of Sky Ridge, LLC | ||
| Surgicare of Southeast Denver, Inc. | ||
| Surgicare of Swedish, LLC | ||
| Surgicare of Thornton, LLC | ||
| Swedish Medpro, Inc. | ||
| Swedish MOB Acquisition, Inc. | ||
| Swedish MOB II, Inc. | ||
| Swedish MOB III, Inc. | ||
| Swedish MOB IV, Inc. | ||
| HD&S Corp. Successor, Inc. | Plantation General Hospital, L.P. | |
| Health Midwest Ventures Group, Inc. | Clinishare, Inc. | |
| Eye Care Surgicare, Ltd., a Missouri Limited Partnership | ||
| HCA Midwest Comprehensive Care, Inc. | ||
| Health Midwest Medical Group, Inc. | ||
| Health Midwest Office Facilities Corporation | ||
| HM OMCOS, LLC | ||
| Johnson County Surgicenter, L.L.C. | ||
| Surgicenter of Kansas City, L.L.C. | ||
13
| HealthTrust Workforce Solutions, LLC | Martin Fletcher Associates Holdings, Inc. | |
| hInsight-Mobile Heartbeat Holdings, LLC | Mobile Heartbeat, LLC | |
| Hospital Development Properties, Inc. | Lafayette Medical Office Building, Ltd. (A partnership in Commendam) | |
| HPG Enterprises, LLC | HCA Management Services, L.P. | |
| Healthtrust Purchasing Group, L.P. | ||
| Valify, Inc. | ||
| HSS Holdco, LLC | HSS Virginia, L.P. | |
| Nashville Shared Services General Partnership | ||
| Terre Haute MOB, L.P. | ||
| HSS Systems, LLC | HSS Virginia, L.P. | |
| Nashville Shared Services General Partnership | ||
| Parallon Health Information Solutions, LLC | ||
| Parallon Payroll Solutions, LLC | ||
| Parallon Physician Services, LLC | ||
| Texas HSS, LLC | ||
| HSS Virginia, L.P. | Nashville Shared Services General Partnership | |
| HTI Memorial Hospital Corporation | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Skyline Medical Center, LLC | ||
| HTI MOB, LLC | Healthtrust MOB Tennessee, LLC | |
| Medical Office Buildings of Kansas, LLC | ||
| Houston NW Manager, LLC | Houston Northwest Operating Company, L.L.C. | |
| Integrated Regional Lab, LLC | Integrated Regional Laboratories, LLP | |
| Integrated Regional Laboratories, LLP | Integrated Regional Laboratories Pathology Services, LLC | |
| JFK Medical Center Limited Partnership | Palm Beach Hospitalists Program, LLC | |
| AR Holding 5, LLC | ||
| KPH-Consolidation, Inc. | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Kingwood Medical Center, LLC | ||
| Las Encinas Hospital | L E Corporation | |
| Las Vegas Surgicare, Inc. | Las Vegas Surgicare, Ltd., a Nevada Limited Partnership | |
| Lewis-Gale Hospital, Incorporated | Columbia/Alleghany Regional Hospital, Incorporated | |
| Lewis-Gale Medical Center, LLC | ||
| Lewis-Gale Physicians, LLC | ||
| Roanoke Imaging, LLC | ||
| Roanoke Neurosurgery, LLC | ||
| Salem Hospitalists, LLC | ||
| Lewis-Gale Medical Center, LLC | Daleville Imaging Manager, LLC | |
| Daleville Imaging, L.P. | ||
| Los Robles Regional Medical Center | Los Robles Regional Medical Center MOB, LLC | |
| Los Robles Surgicenter, LLC | ||
| TODIC, L.P. | ||
14
| Management Services Holdings, Inc. | HPG Enterprises, LLC | |
| HPG Solutions, LLC | ||
| Marietta Surgical Center, Inc. | Marietta Outpatient Surgery, Ltd. | |
| MCA Investment Company | Columbia ASC Management, L.P. | |
| Medical Centers of Oklahoma, LLC | EPIC Properties, Inc. | |
| Medical Imaging, Inc. | ||
| SWMC, Inc. | ||
| Memorial Healthcare Group, Inc. | Family Care Partners, LLC | |
| Jacksonville Surgery Center, Ltd. | ||
| MHS Partnership Holdings JSC, Inc. | ||
| MHS Partnership Holdings SDS, Inc. | ||
| MSL Acquisition, LLC | ||
| MH Hospital Holdings, Inc. | MH Asheville Specialty Hospital, LLC | |
| MH Hospital Manager, LLC | ||
| MH Master Holdings, LLLP | ||
| Mission Employer Solutions, LLC | ||
| Mission Health Partners, Inc. | ||
| MH Hospital Manager, LLC | MH Master Holdings, LLLP | |
| MH Master Holdings, LLLP | Assuring Affordable, Quality Healthcare in North Carolina, LLC | |
| CarePartners HHA Holdings, LLLP | ||
| CarePartners Rehabilitation Hospital, LLLP | ||
| Imaging Realty LLC | ||
| MH Angel Medical Center, LLLP | ||
| MH Blue Ridge Medical Center, LLLP | ||
| MH Eckerd Living Center, LLLP | ||
| MH Highlands-Cashiers Medical Center, LLLP | ||
| MH Master, LLC | ||
| MH McDowell Imaging, LLLP | ||
| MH Mission Hospital McDowell, LLLP | ||
| MH Mission Hospital, LLLP | ||
| MH Mission Imaging, LLLP | ||
| MH Transylvania Imaging, LLLP | ||
| MH Transylvania Regional Hospital, LLLP | ||
| Provider-Led, Patient-Centered Care, LLC | ||
| Western North Carolina Healthcare Innovators, LLC | ||
| MH Master, LLC | CarePartners HHA Holdings, LLLP | |
| CarePartners HHA, LLLP | ||
| CarePartners Rehabilitation Hospital, LLLP | ||
| MH Angel Medical Center, LLLP | ||
| MH Blue Ridge Medical Center, LLLP | ||
| MH Eckerd Living Center, LLLP | ||
| MH Highlands-Cashiers Medical Center, LLLP | ||
15
| MH McDowell Imaging, LLLP | ||
| MH Mission Hospital McDowell, LLLP | ||
| MH Mission Hospital, LLLP | ||
| MH Mission Imaging, LLLP | ||
| MH Transylvania Imaging, LLLP | ||
| MH Transylvania Regional Hospital, LLLP | ||
| MH Mission Hospital, LLLP | WNC Stone Center, LLC | |
| Midwest Division - OPRMC, LLC | Forward Pathology Solutions Wichita, LLC | |
| Heartland Women’s Group at Wesley, LLC | ||
| Neurology Associates of Kansas, LLC | ||
| OPRMC-HBP, LLC | ||
| Wesley Physician Services, LLC | ||
| Wesley Physicians - Medical Specialties LLC | ||
| Wesley Urgent Care, LLC | ||
| Wichita CareNow Urgent Care, LLC | ||
| Midwest Division - RBH, LLC | Bone & Joint Specialists Physician Group, LLC | |
| Midwest Division - RMC, LLC | RMC Transplant Physicians, LLC | |
| Midwest Holdings, Inc. | Health Midwest Ventures Group, Inc. | |
| Medical Center Imaging, Inc. | ||
| Midwest Division - ACH, LLC | ||
| Midwest Division - LRHC, LLC | ||
| Mill Creek Outpatient Services, LLC | ||
| Montgomery Regional Hospital, Inc. | Blacksburg Imaging, LLC | |
| Montgomery Cancer Center, LLC | ||
| Mountain View Hospital, Inc. | MVH Professional Services, LLC | |
| Timpanogos Regional Medical Services, Inc. | ||
| National Patient Account Services, Inc. | NPAS Solutions, LLC | |
| NPAS, Inc. | ||
| New Iberia Healthcare, LLC | HTI MOB, LLC | |
| New Rose Holding Company, Inc. | HCA-HealthONE LLC | |
| North Florida Regional Medical Center, Inc. | HCA Imaging Services of North Florida, Inc. | |
| Medical Partners of North Florida, LLC | ||
| North Houston - TRMC, LLC | HCA-Solis Holdings, Inc. | |
| Solis Mammography at Houston Tomball, LLC | ||
| North Texas - MCA, LLC | Solis Mammography at Medical Center Alliance, LLC | |
| Northern Utah Healthcare Corporation | Alta Internal Medicine, LLC | |
| St. Mark’s Investments, Inc. | ||
| Notami Hospitals of Louisiana, Inc. | EPIC Properties, Inc. | |
| Lakeview Medical Center, LLC | ||
| Notami Hospitals, LLC | CFC Investments, Inc. | |
16
| Columbia Good Samaritan Health System Limited Partnership | ||
| EPIC Properties, Inc. | ||
| Good Samaritan Hospital, LLC | ||
| Healdsburg General Hospital, Inc. | ||
| Mission Bay Memorial Hospital, Inc. | ||
| Samaritan, LLC | ||
| San Jose Medical Center, LLC | ||
| SJMC, LLC | ||
| South Valley Hospital, L.P. | ||
| West Lost Angeles Physicians’ Hospital, Inc. | ||
| Oklahoma Holding Company, LLC | Edmond General Surgery, LLC | |
| Edmond Hospitalists, LLC | ||
| Healthcare Oklahoma, Inc. | ||
| Medi Flight of Oklahoma, LLC | ||
| Oklahoma Physicians - Medical Specialties LLC | ||
| Oklahoma Physicians - Obstetrics and Gynecology LLC | ||
| Oklahoma Physicians - Primary Care LLC | ||
| Oklahoma Physicians - Surgical Specialties LLC | ||
| Outpatient Services Holdings, Inc. | Eastern Idaho Brachytherapy Equipment Manager, LLC | |
| HCA Outpatient Imaging Services Group, Inc. | ||
| HCA Research Institute, LLC | ||
| Healthcare Sales National Management Services Group, LLC | ||
| MidAmerica Oncology, LLC | ||
| Midtown Diagnostics, LLC | ||
| National Contact Center Management Group, LLC | ||
| National Transfer Center Management Services, LLC | ||
| North Hills Catheterization Lab, LLC | ||
| Ogden Tomotherapy Manager, LLC | ||
| Red Rock Holdco, LLC | ||
| Riverside CyberKnife Manager, LLC | ||
| Parallon Business Solutions, LLC | Central Shared Services, LLC | |
| HealthTrust Workforce Solutions, LLC | ||
| HSS Systems, LLC | ||
| National Patient Account Services, Inc. | ||
| PTS Solutions, LLC | ||
| U.S. Collections, Inc. | ||
| Parallon Holdings, LLC | Parallon Business Solutions, LLC | |
| Parallon Enterprises, LLC | ||
| Parallon Revenue Cycle Services, Inc. | MediCredit, Inc. | |
| Pasadena Bayshore Hospital, Inc. | Bayshore Partner, LLC | |
| CHCA Bayshore, L.P. | ||
| Pearland Partner, LLC | CHCA Pearland, L.P. | |
17
| Primary Health, Inc. | Primary Health Asset Holdings, Ltd. | |
| Redmond Park Hospital, LLC | Surgicare of Rome, Inc. | |
| Regional Health System of Acadiana, LLC, The | RMCA Professionals Mgmt, LLC | |
| Women’s & Children’s Pulmonology Clinic, LLC | ||
| Women’s and Children’s Professional Management, LLC | ||
| Reston Hospital Center, LLC | Ashburn Imaging, LLC | |
| Generations Family Practice, Inc. | ||
| MRI of Reston Limited Partnership | ||
| Pavilion 2 Condominium Property, LLC | ||
| Reston Hospitalists, LLC | ||
| Retreat Hospital, LLC | Surgicare of Hanover, Inc. | |
| Rio Grande Regional Hospital, Inc. | Columbia Rio Grande Healthcare, L.P. | |
| Rio Grande Healthcare MSO, Inc. | ||
| Rio Grande NP, Inc. | ||
| Riverside Healthcare System, L.P. | Surgicare of Riverside, LLC | |
| Riverside Hospital, Inc. | Bay Area Healthcare Group, Ltd. | |
| Samaritan, LLC | Good Samaritan Hospital, L.P. | |
| San Jose Medical Center, LLC | San Jose Hospital, L.P. | |
| San Jose, LLC | San Jose Healthcare System, LP | |
| San Jose Pathology Outreach, LLC | ||
| Sarasota Doctors Hospital, Inc. | Columbia Midtown Joint Venture | |
| Savannah Health Services, LLC | 4600 Waters Avenue Professional Building Condominium Association, Inc. | |
| Georgia Eye Surgicenter, LLC | ||
| Provident Professional Building Condominium Association, Inc. | ||
| Savannah Center for Medical Education and Research, LLC | ||
| Wilmington Island Partners, LLC | ||
| SCRI Holdings, LLC | GenoSpace, LLC | |
| Sarah Cannon Development Innovations, LLC | ||
| Sarah Cannon Research Institute, LLC | ||
| SCRI Global Services Limited | ||
| SCRI Scientifics, LLC | ||
| Summit Research Solutions, LLC | ||
| SJMC, LLC | San Jose Hospital, L.P. | |
| Spotsylvania Medical Center, Inc. | Spotsylvania Condominium Property, LLC | |
| SSHR Holdco, LLC | COSCORP, LLC | |
| HCA Human Resources, LLC | ||
| Parallon Holdings, LLC | ||
| Surgicare of Brandon, Inc. | Bay Area Surgicenter, LLC | |
18
| Surgicare of Florida, Inc. | Belleair Surgery Center, Ltd. | |
| Surgicare of Houston Women’s, Inc. | Outpatient Women’s and Children’s Surgery Center, Ltd. | |
| Surgicare of Manatee, Inc. | Manatee Surgicare, Ltd. | |
| Surgicare of Newport Richey, Inc. | New Port Richey Surgery Center, Ltd. | |
| Surgicare of Palms West, LLC | Palms West Surgery Center, Ltd. | |
| Terre Haute Hospital GP, Inc. | Terre Haute Regional Hospital, L.P. | |
| Terre Haute Hospital Holdings, Inc. | Terre Haute Regional Hospital, L.P. | |
| Terre Haute Regional Hospital, L.P. | Hospitalists of the Wabash Valley, LLC | |
| Terre Haute MOB, L.P. | ||
| Terre Haute Obstetrics and Gynecology, LLC | ||
| Timpanogos Regional Medical Services, Inc. | MountainStar Intensivist Services, LLC | |
| Timpanogos Pain Specialists, LLC | ||
| Trident Medical Center, LLC | Trident Behavioral Health Services, LLC | |
| Trident Neonatology Services, LLC | ||
| U.S. Collections, Inc. | Parallon Revenue Cycle Services, Inc. | |
| Utah Medco, LLC | Brigham City Community Hospital, Inc. | |
| Brigham City Health Plan, Inc. | ||
| Columbia Ogden Medical Center, Inc. | ||
| Healthtrust Utah Management Services, Inc. | ||
| Hospital Corporation of Utah | ||
| HTI Physician Services of Utah, Inc. | ||
| Layton Family Practice, LLC | ||
| Mountain View Hospital, Inc. | ||
| MP Management, LLC | ||
| ODP Manager, LLC | ||
| Ogden Regional Health Plan, Inc. | ||
| Park View Insurance Company | ||
| WCP Properties, LLC | ||
| West Jordan Hospital Corporation | ||
| VH Holdco, Inc. | VH Holdings, Inc. | |
| VH Holdings, Inc. | Center for Advanced Imaging, LLC | |
| EMMC, LLC | ||
| FHAL, LLC | ||
| Galen GOK, LLC | ||
| Galen KY, LLC | ||
| Galen MCS, LLC | ||
| Galen MRMC, LLC | ||
| Galen NMC, LLC | ||
| Galen NSH, LLC | ||
| Galen SOM, LLC | ||
| Galen SSH, LLC | ||
19
| HHNC, LLC | ||
| HPI Hospital Systems Management, Inc. | ||
| Notami, LLC | ||
| POH Holdings, LLC | ||
| Preferred Works WC, LLC | ||
| RCH, LLC | ||
| San Jose, LLC | ||
| Springview KY, LLC | ||
| Value Health Holdings, Inc. | ||
| Value Health Management, Inc. | ||
| WJHC, LLC | ||
| Virginia Psychiatric Company, Inc. | Columbia Arlington Healthcare System, L.L.C. | |
| Vision Holdings, LLC | Vision Consulting Group LLC | |
| Walterboro Community Hospital, Inc. | Colleton Medical Anesthesia, LLC | |
| Colleton Medical Hospitalists, LLC | ||
| Weatherford Health Services, LLC | HCA-Solis Holdings, Inc. | |
| Weatherford Mammography JV, LLC | ||
| Wesley Medical Center, LLC | Care for Women, LLC | |
| Centerpoint Medical Specialists, LLC | ||
| College Park Ancillary, LLC | ||
| College Park Radiology, LLC | ||
| Emergency Physicians at Wesley Medical Center, LLC | ||
| Family Health Medical Group of Overland Park, LLC | ||
| Galichia Anesthesia Services, LLC | ||
| HCA Wesley Rehabilitation Hospital, Inc. | ||
| Health Partners of Kansas, Inc. | ||
| Hospitalists as Wesley Medical Center, LLC | ||
| IRL Pathology Services MidAmerica, LLC | ||
| Johnson County Neurology, LLC | ||
| Kansas CareNow Urgent Care, LLC | ||
| Kansas City Cardiac Arrhythmia Research LLC | ||
| Kansas City Gastroenterology & Hepatology Physicians Group, LLC | ||
| Kansas City Vascular & General Surgery Group, LLC | ||
| Kansas City Women’s Clinic Group, LLC | ||
| Kansas Pulmonary and Sleep Specialists, LLC | ||
| Kansas Trauma and Critical Care Specialists, LLC | ||
| Menorah Medical Group, LLC | ||
| Menorah Urgent Care, LLC | ||
| Midwest Cardiovascular and Thoracic Surgeons of Kansas, LLC | ||
| Midwest Division Spine Care, LLC | ||
20
| Midwest Heart & Vascular Specialists, LLC | ||
| Midwest Oncology Associates, LLC | ||
| Overland Park Cardiovascular, Inc. | ||
| Overland Park Medical Specialists, LLC | ||
| Overland Park Orthopedics, LLC | ||
| Overland Park Surgical Specialties, LLC | ||
| Pediatric Specialty Clinic LLC | ||
| Quivira Internal Medicine, Inc. | ||
| Research Neurology Associates, LLC | ||
| Research Neuroscience Institute, LLC | ||
| Statland Medical Group, LLC | ||
| The Medical Group of Kansas City, LLC | ||
| Town Plaza Family Practice, LLC | ||
| Wesley Physicians - Anesthesiologist, LLC | ||
| Wesley Physicians - Cardiovascular, LLC | ||
| Wesley Physicians - Obstetrics and Gynecology LLC | ||
| Wesley Physicians - Primary Care LLC | ||
| Wesley Select Network, LLC | ||
| West Florida - PPH, LLC | SSJ St. Petersburg Holdings, Inc. | |
| West Valley Medical Center, Inc. | Saint Alphonsus Caldwell Cancer Treatment Center, L.L.C. | |
| Western Plains Capital, Inc. | C/HCA Capital, Inc. | |
| WHMC, Inc. | CHCA West Houston, L.P. | |
| West Houston, LLC | ||
| Woman’s Hospital of Texas, Incorporated | CHCA Woman’s Hospital, L.P | |
| Houston Woman’s Hospital Partner, LLC | ||
| Woman’s Hospital Merger, LLC | ||
The subsidiary guarantees discussed above are also secured by first-priority liens on substantially all indebtedness owing to HCA Inc. or to the subsidiary guarantors, including any and all intercompany indebtedness owed by HCA Healthcare, Inc. or any subsidiary thereof to HCA Inc., or any subsidiary guarantor.
Pursuant to the typical and customary cash management system established by HCA Healthcare, Inc., the affiliates of HCA Healthcare, Inc. listed below have entered into revolving promissory notes with Western Plains Capital, Inc., a subsidiary guarantor. The notes are pledged as collateral for the secured notes to the extent described above. Due to the revolving nature of the intercompany debt, the balance due from one party to another fluctuates based on cash activity from daily operations.
* Subsidiary guarantor.
21
| AC Med, LLC |
| Acadiana Care Center, Inc. |
| Acadiana Practice Management, Inc. |
| Acadiana Regional Pharmacy, Inc. |
| ACH, Inc. |
| Advanced Bundle Convener, LLC |
| All About Staffing, Inc. |
| Alleghany Primary Care, Inc. |
| Alliance Surgicare, LLC |
| Alternaco, LLC |
| Ambulatory Services Management Corporation of Chesterfield County, Inc. |
| *American Medicorp Development Co. |
| AOGN, LLC |
| AOSC Sports Medicine, Inc. |
| AR Holding 1, LLC |
| AR Holding 4, LLC |
| AR Holding 5, LLC |
| AR Holding 6, LLC |
| AR Holding 7, LLC |
| AR Holding 8, LLC |
| AR Holding 9, LLC |
| AR Holding 10, LLC |
| AR Holding 11, LLC |
| AR Holding 12, LLC |
| AR Holding 13, LLC |
| AR Holding 14, LLC |
| AR Holding 15, LLC |
| AR Holding 16, LLC |
| AR Holding 17, LLC |
| AR Holding 18, LLC |
| AR Holding 19, LLC |
| AR Holding 20, LLC |
| AR Holding 21, LLC |
| AR Holding 22, LLC |
| AR Holding 23, LLC |
| AR Holding 24, LLC |
| AR Holding 25, LLC |
| AR Holding 26, LLC |
| AR Holding 27, LLC |
| AR Holding 28, LLC |
| AR Holding 29, LLC |
| AR Holding 30, LLC |
| AR Holding 31, LLC |
| Arlington Diagnostic South, Inc. |
| Arlington Surgery Center, L.P. |
22
| Arlington Surgicare, LLC | ||
| ASD Shared Services, LLC | ||
| Ashburn ASC, LLC | ||
| Ashburn Imaging, LLC | ||
| Athens Community Hospital, Inc. | ||
| Atlanta Healthcare Management, L.P. | ||
| Atlanta Market GP, Inc. | ||
| Atlanta Outpatient Surgery Center, Inc. | ||
| Atlantis Surgicare, LLC | ||
| Atrium Surgery Center, L.P. | ||
| Atrium Surgicare, LLC | ||
| Augusta Management Services, LLC | ||
| Austin Medical Center, Inc. | ||
| Aventura Cancer Center Manager, LLC | ||
| Aventura Comprehensive Cancer Research Group of Florida, Inc. | ||
| Bailey Square Outpatient Surgical Center, Inc. | ||
| Basic American Medical, Inc. | ||
| Bay Area Healthcare Group, Ltd. | ||
| Bay Area Surgicare Center, Inc. | ||
| *Bay Hospital, Inc. | ||
| Bayshore Partner, LLC | ||
| Bedford-Northeast Community Hospital, Inc. | ||
| Bellaire Imaging, Inc. | ||
| Big Cypress Medical Center, Inc. | ||
| Bonita Bay Surgery Center, Inc. | ||
| Boynton Beach EFL Imaging Center, LLC | ||
| Bradenton Outpatient Services, LLC | ||
| Brandon Imaging Manager, LLC | ||
| Brandon Regional Cancer Center, LLC | ||
| *Brigham City Community Hospital, Inc. | ||
| Brigham City Health Plan, Inc. | ||
| *Brookwood Medical Center of Gulfport, Inc. | ||
| Broward Healthcare System, Inc. | ||
| Brownsville-Valley Regional Medical Center, Inc. | ||
| C/HCA Capital, Inc. | ||
| C/HCA Development, Inc. | ||
| C/HCA, Inc. | ||
| Calloway Creek Surgicare, LLC | ||
| Cancer Centers of North Florida, LLC | ||
| Cancer Services of Aventura, LLC | ||
| *Capital Division, Inc. | ||
| Capital Network Services, Inc. | ||
| CareOne Home Health Services, Inc. |
23
| CareOne Home Health Services, Inc. |
| *CarePartners HHA Holdings, LLLP |
| *CarePartners HHA, LLLP |
| *CarePartners Rehabilitation Hospital, LLLP |
| Carolina Regional Surgery Center, Inc. |
| CCH-GP, Inc. |
| Centennial CyberKnife Manager, LLC |
| Center for Advanced Imaging, LLC |
| *Centerpoint Medical Center of Independence, LLC |
| Central Florida Cardiology Interpretations, LLC |
| Central Florida Imaging Services, LLC |
| *Central Florida Regional Hospital, Inc. |
| Central Health Holding Company, Inc. |
| *Central Shared Services, LLC |
| *Central Tennessee Hospital Corporation |
| CFC Investments, Inc. |
| CH Systems |
| Chatsworth Hospital Corp. |
| Chattanooga Healthcare Network Partner, Inc. |
| CHC Finance Co. |
| CHC Holdings, Inc. |
| CHC Payroll Agent, Inc. |
| CHC Payroll Company |
| CHC Realty Company |
| CHC Venture Co. |
| *CHCA Bayshore, L.P. |
| CHCA Clear Lake, L.P. |
| *CHCA Conroe, L.P. |
| *CHCA Mainland, L.P. |
| *CHCA Pearland, L.P. |
| *CHCA West Houston, L.P. |
| *CHCA Woman’s Hospital, L.P. |
| CHC-El Paso Corp. |
| CHCK, Inc. |
| CHC-Miami Corp. |
| Chicago Grant Hospital, Inc. |
| Chino Community Hospital Corporation, Inc. |
| *Chippenham & Johnston-Willis Hospitals, Inc. |
| Chippenham Ambulatory Surgery Center, LLC |
| Chugach PT, Inc. |
| *Citrus Memorial Hospital, Inc. |
| *Citrus Memorial Property Management, Inc. |
24
| CLASC Manager, LLC |
| Clear Lake Cardiac Catheterization Center, L.P. |
| Clear Lake Cardiac GP, LLC |
| Clear Lake Merger, LLC |
| Clear Lake Regional Medical Center, Inc. |
| Clear Lake Regional Partner, LLC |
| *Clinical Education Shared Services, LLC |
| ClinicServ, LLC |
| Clinishare, Inc. |
| Coastal Bend Hospital, Inc. |
| Coastal Carolina Home Care, Inc. |
| Coastal Healthcare Services, Inc. |
| Coastal Imaging Center of Gulfport, Inc. |
| Coliseum Health Group, Inc. |
| Coliseum Park Hospital, Inc. |
| College Park Endoscopy Center, LLC |
| Colleton Ambulatory Care, LLC |
| Colleton Diagnostic Center, LLC |
| Collier County Home Health Agency, Inc. |
| *Colorado Health Systems, Inc. |
| Columbia Ambulatory Surgery Division, Inc. |
| *Columbia ASC Management, L.P. |
| Columbia Bay Area Realty, Ltd. |
| Columbia Behavioral Healthcare of South Florida, Inc. |
| Columbia Behavioral Healthcare, Inc. |
| Columbia Call Center, Inc. |
| Columbia Central Florida Division, Inc. |
| Columbia Central Group, Inc. |
| Columbia Champions Treatment Center, Inc. |
| Columbia Chicago Division, Inc. |
| Columbia Coliseum Same Day Surgery Center, Inc. |
| Columbia Development of Florida, Inc. |
| Columbia Doctors Hospital of Tulsa, Inc. |
| *Columbia Florida Group, Inc. |
| Columbia GP of Mesquite, Inc. |
| Columbia Greater Houston Division Healthcare Network, Inc. |
| Columbia Health System of Arkansas, Inc. |
| *Columbia Healthcare System of Louisiana, Inc. |
| Columbia Hospital at Medical City Dallas Subsidiary, L.P. |
| Columbia Hospital Corporation at the Medical Center |
| Columbia Hospital Corporation of Arlington |
| Columbia Hospital Corporation of Bay Area |
| Columbia Hospital Corporation of Central Miami |
| Columbia Hospital Corporation of Corpus Christi |
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| Columbia Hospital Corporation of Fort Worth |
| Columbia Hospital Corporation of Houston |
| Columbia Hospital Corporation of Kendall |
| Columbia Hospital Corporation of Massachusetts, Inc. |
| Columbia Hospital Corporation of Miami |
| Columbia Hospital Corporation of Miami Beach |
| Columbia Hospital Corporation of North Miami Beach |
| Columbia Hospital Corporation of South Broward |
| Columbia Hospital Corporation of South Dade |
| Columbia Hospital Corporation of South Florida |
| Columbia Hospital Corporation of South Miami |
| Columbia Hospital Corporation of Tamarac |
| Columbia Hospital Corporation of West Houston |
| Columbia Hospital Corporation-Delaware |
| Columbia Hospital Corporation-SMM |
| Columbia Hospital-El Paso, Ltd. |
| Columbia Integrated Health Systems, Inc. |
| *Columbia LaGrange Hospital, LLC |
| Columbia Lake Worth Surgical Center Limited Partnership |
| Columbia Medical Arts Hospital Subsidiary, L.P. |
| Columbia Medical Center at Lancaster Subsidiary, L.P. |
| Columbia Medical Center Dallas Southwest Subsidiary, L.P. |
| *Columbia Medical Center of Arlington Subsidiary, L.P. |
| *Columbia Medical Center of Denton Subsidiary, L.P. |
| *Columbia Medical Center of Las Colinas, Inc. |
| *Columbia Medical Center of Lewisville Subsidiary, L.P. |
| *Columbia Medical Center of McKinney Subsidiary, L.P. |
| *Columbia Medical Center of Plano Subsidiary, L.P. |
| *Columbia North Hills Hospital Subsidiary, L.P. |
| Columbia North Texas Healthcare System, L.P. |
| Columbia North Texas Subsidiary GP, LLC |
| Columbia North Texas Surgery Center Subsidiary, L.P. |
| Columbia Northwest Medical Center, Inc. |
| *Columbia Ogden Medical Center, Inc. |
| Columbia Oklahoma Division, Inc. |
| Columbia Palm Beach GP, LLC |
| Columbia Park Healthcare System, Inc. |
| Columbia Park Medical Center, Inc. |
| *Columbia Parkersburg Healthcare System, LLC |
| *Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. |
| Columbia Psychiatric Management Co. |
| Columbia Resource Network, Inc. |
| *Columbia Rio Grande Healthcare, L.P. |
| *Columbia Riverside, Inc. |
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| Columbia South Texas Division, Inc. |
| Columbia Specialty Hospital of Dallas Subsidiary, L.P. |
| Columbia Specialty Hospitals, Inc. |
| Columbia Surgery Group, Inc. |
| Columbia Tampa Bay Division, Inc. |
| *Columbia Valley Healthcare System, L.P. |
| Columbia West Bank Hospital, Inc. |
| *Columbia/Alleghany Regional Hospital, Incorporated |
| Columbia/HCA Healthcare Corporation of Central Texas |
| Columbia/HCA Healthcare Corporation of Northern Ohio |
| Columbia/HCA Healthcare Corporation of South Carolina |
| Columbia/HCA Heartcare of Corpus Christi, Inc. |
| Columbia/HCA International Group, Inc. |
| *Columbia/HCA John Randolph, Inc. |
| Columbia/HCA of Baton Rouge, Inc. |
| Columbia/HCA of Houston, Inc. |
| Columbia/HCA of New Orleans, Inc. |
| Columbia/HCA of North Texas, Inc. |
| Columbia/HCA San Clemente, Inc. |
| Columbia-Georgia PT, Inc. |
| Columbia-Osceola Imaging Center, Inc. |
| Columbia-Quantum, Inc. |
| Columbia-SDH Holdings, Inc. |
| *Columbine Psychiatric Center, Inc. |
| Columbus Cath Lab, Inc. |
| Columbus Cath Lab, LLC |
| Columbus Doctors Hospital, Inc. |
| Concept EFL Imaging Center, LLC |
| Concept West EFL Imaging Center, LLC |
| *Conroe Hospital Corporation |
| Conroe Partner, LLC |
| Continental Division I, Inc. |
| CoralStone Management, Inc. |
| Corpus Christi Surgery Center, L.P. |
| Corpus Surgicare, Inc. |
| COSCORP, LLC |
| CPS TN Processor 1, Inc. |
| Crewe Outpatient Imaging, LLC |
| CRMC-M, LLC |
| Cumberland Medical Center, Inc. |
| CVMC Property, LLC |
| Daleville Imaging Manager, LLC |
| Daleville Imaging, L.P. |
| Davie Medical Center, LLC |
27
| Daytona Medical Center, Inc. |
| Deep Purple Investments, LLC |
| Delray EFL Imaging Center, LLC |
| Denver Surgicenter, LLC |
| Derry ASC, Inc. |
| Diagnostic Breast Center, Inc. |
| Diagnostic Mammography Services, G.P. |
| Doctors Hospital (Conroe), Inc. |
| Doctors Hospital Columbus GA-Joint Venture |
| Doctors Hospital of Augusta, LLC |
| Doctors Osteopathic Medical Center, Inc. |
| Doctors Same Day Surgery Center, Inc. |
| Doctors-I, Inc. |
| Doctors-II, Inc. |
| Doctors-III, Inc. |
| Doctors-IV, Inc. |
| Doctors-V, Inc. |
| Doctors-VIII, Inc. |
| DOMC Property, LLC |
| *Dublin Community Hospital, LLC |
| Dura Medical, Inc. |
| E.P. Physical Therapy Centers, Inc. |
| East Florida Division, Inc. |
| East Florida Imaging Holdings, LLC |
| East Pointe Hospital, Inc. |
| Eastern Idaho Brachytherapy Equipment Manager, LLC |
| Eastern Idaho Care Partners ACO, LLC |
| *Eastern Idaho Health Services, Inc. |
| Edmond Physician Hospital Organization, Inc. |
| *Edward White Hospital, Inc. |
| EHCA, LLC |
| El Paso Healthcare System, Ltd. |
| El Paso Nurses Unlimited, Inc. |
| *El Paso Surgicenter, Inc. |
| Emergency Providers Group LLC |
| EMMC, LLC |
| *Encino Hospital Corporation, Inc. |
| Endoscopy Surgicare of Plano, LLC |
| Englewood Community Hospital, Inc. |
| *EP Health, LLC |
| EP Holdco, LLC |
| EPIC Development, Inc. |
| EPIC Diagnostic Centers, Inc. |
| EPIC Healthcare Management Company |
28
| EPIC Properties, Inc. |
| EPIC Surgery Centers, Inc. |
| *Fairview Park GP, LLC |
| *Fairview Park, Limited Partnership |
| Fairview Partner, LLC |
| Far West Division, Inc. |
| Fawcett Memorial Hospital, Inc. |
| FHAL, LLC |
| Florida Home Health Services-Private Care, Inc. |
| Flower Mound Surgery Center, Ltd. |
| *FMH Health Services, LLC |
| Forest Park Surgery Pavilion, Inc. |
| Fort Bend Hospital, Inc. |
| Fort Myers Market, Inc. |
| Fort Walton Beach Medical Center, Inc. |
| Fort Worth Investments, Inc. |
| *Frankfort Hospital, Inc. |
| Frankfort Wound Care, LLC |
| Frisco Surgicare, LLC |
| Frisco Warren Parkway 91, Inc. |
| Ft. Pierce Surgicare, LLC |
| Galen (Kansas) Merger, LLC |
| Galen BH, Inc. |
| Galen Center for Professional Development, Inc. |
| Galen Diagnostic Multicenter, Ltd. |
| Galen Global Finance, Inc. |
| Galen GOK, LLC |
| Galen Health Institutes, Inc. |
| Galen Holdco, LLC |
| Galen Hospital Alaska, Inc. |
| Galen Hospital of Baytown, Inc. |
| Galen Hospital-Pembroke Pines, Inc. |
| Galen International Holdings, Inc. |
| Galen KY, LLC |
| Galen MCS, LLC |
| Galen Medical Corporation |
| Galen MRMC, LLC |
| Galen NMC, LLC |
| Galen NSH, LLC |
| Galen of Aurora, Inc. |
| Galen of Florida, Inc. |
| Galen of Illinois, Inc. |
| Galen of Kentucky, Inc. |
| Galen of Mississippi, Inc. |
29
| Galen of Virginia, Inc. |
| Galen of West Virginia, Inc. |
| *Galen Property, LLC |
| Galen SOM, LLC |
| Galen SSH, LLC |
| Galen Virginia Hospital Corporation |
| Galencare, Inc. |
| Galendeco, Inc. |
| Galen-Soch, Inc. |
| GalTex, LLC |
| Gardens EFL Imaging Center, LLC |
| General Hospitals of Galen, Inc. |
| *GenoSpace, LLC |
| Georgia Health Holdings, Inc. |
| Georgia Psychiatric Company, Inc. |
| Georgia, L.P. |
| GHC-Galen Health Care, LLC |
| *Good Samaritan Hospital, L.P. |
| Good Samaritan Hospital, LLC |
| Good Samaritan Surgery Center, L.P. |
| *GPCH-GP, Inc. |
| *Grand Strand Regional Medical Center, LLC |
| Greater Houston Preferred Provider Option, Inc. |
| *Green Oaks Hospital Subsidiary, L.P. |
| *Greenview Hospital, Inc. |
| Gulf Coast Division, Inc. |
| Gulf Coast Medical Ventures, Inc. |
| Gulf Coast Physician Administrators, Inc. |
| Gwinnett Community Hospital, Inc. |
| Hamilton Memorial Hospital, Inc. |
| HCA - Information Technology & Services, Inc. |
| *HCA - IT&S Field Operations, Inc. |
| *HCA - IT&S Inventory Management, Inc. |
| HCA - IT&S PBS Field Operations, Inc. |
| HCA - IT&S TN Field Operations, Inc. |
| HCA - Raleigh Community Hospital, Inc. |
| *HCA American Finance LLC |
| HCA ASD Financial Operations, LLC |
| HCA ASD Sales Services, LLC |
| *HCA Central Group, Inc. |
| HCA Chattanooga Market, Inc. |
| HCA Development Company, Inc. |
| *HCA Eastern Group, Inc. |
| HCA Endocrine Investor, LLC |
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| HCA Health Services of California, Inc. |
| *HCA Health Services of Florida, Inc. |
| HCA Health Services of Georgia, Inc. |
| *HCA Health Services of Louisiana, Inc. |
| HCA Health Services of Miami, Inc. |
| HCA Health Services of Midwest, Inc. |
| HCA Health Services of New Hampshire, Inc. |
| *HCA Health Services of Tennessee, Inc. |
| HCA Health Services of Texas, Inc. |
| *HCA Health Services of Virginia, Inc. |
| HCA Health Services of West Virginia, Inc. |
| HCA Healthcare Mission Fund, LLC |
| HCA Healthcare, Inc. |
| HCA Holdco, LLC |
| HCA Human Resources, LLC |
| HCA Imaging Services of North Florida, Inc. |
| HCA Inc. |
| HCA Long Term Health Services of Miami, Inc. |
| *HCA Management Services, L.P. |
| HCA Midwest Comprehensive Care, Inc. |
| HCA North Texas GME PLLC |
| HCA Outpatient Imaging Services Group, Inc. |
| *HCA Pearland GP, Inc. |
| HCA Physician Services, Inc. |
| HCA Plano Imaging, Inc. |
| HCA Property GP, LLC |
| HCA Psychiatric Company |
| *HCA Realty, Inc. |
| HCA Squared, LLC |
| HCA Switzerland Holding GmbH |
| HCA Western Group, Inc. |
| *HCA-HealthONE LLC |
| HCA-Solis Holdings, Inc. |
| HCA-Solis Master, LLC |
| HCA-Urgent Care Holdings, LLC |
| HCOL, Inc. |
| *HD&S Corp. Successor, Inc. |
| Healdsburg General Hospital, Inc. |
| Health Care Indemnity, Inc. |
| Health Insight Capital, LLC |
| *Health Midwest Office Facilities Corporation |
| *Health Midwest Ventures Group, Inc. |
| Health Service Partners, Inc. |
| Health Services (Delaware), Inc. |
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| Health Services Merger, Inc. |
| Health to You, LLC |
| Healthcare Sales National Management Services Group, LLC |
| Healthcare Technology Assessment Corporation |
| Healthco, LLC |
| Healthnet of Kentucky, LLC |
| HealthONE Aurora Investment, LLC |
| HealthONE Clear Creek, LLC |
| HealthONE High Street Primary Care Center, LLC |
| HealthOne Lincoln Investment, LLC |
| HealthONE Lowry, LLC |
| HealthONE of Denver, Inc. |
| HealthONE Radiation Therapy at Red Rocks, LLC |
| HealthONE Radiation Therapy at Thornton, LLC |
| HealthONE Surgicare of Ridge View, LLC |
| HealthONE Urologic, LLC |
| HealthOne Westside Investment, LLC |
| Healthserv Acquisition, LLC |
| HealthTrust Locums, Inc. |
| Healthtrust MOB Tennessee, LLC |
| Healthtrust Utah Management Services, Inc. |
| *HealthTrust Workforce Solutions, LLC |
| Healthtrust, Inc. - The Hospital Company |
| Healthtrust, Inc. - The Hospital Company |
| Healthy State, Inc. |
| Heart of America Surgicenter, LLC |
| Hearthstone Home Health, Inc. |
| Heathrow Imaging, LLC |
| *Hendersonville Hospital Corporation |
| Henrico Doctors Hospital - Forest Campus Property, LLC |
| Heritage Hospital, Inc. |
| HHNC, LLC hInsight-BMA Holdings, LLC hInsight-Customer Care Holdings, LLC hInsight-Digital Reasoning Holdings, LLC hInsight-Healthbox Holdings, LLC hInsight-I2 Holdings, LLC hInsight-InVivoLink Holdings, LLC hInsight-Loyale Healthcare Holdings, LLC hInsight-LS Holdings, LLC |
| *hInsight-Mobile Heartbeat Holdings, LLC hInsight-NX, LLC hInsight-OTM Holdings, LLC hInsight-Procured Holdings, LLC |
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| hInsight-PWS I Holdings, LLC |
| hInsight-VAI Holdings, LLC |
| HM Acquisition, LLC |
| Homecare North, Inc. |
| Hometrust Management Services, Inc. |
| Hospital Corp., LLC |
| Hospital Corporation of America |
| Hospital Corporation of Lake Worth |
| *Hospital Corporation of Tennessee |
| *Hospital Corporation of Utah |
| *Hospital Development Properties, Inc. |
| Hospital Partners Merger, LLC |
| Hospital Realty Corporation |
| *Houston - PPH, LLC |
| Houston Healthcare Holdings, Inc. |
| Houston Northwest Surgical Partners, Inc. |
| *Houston NW Manager, LLC |
| Houston Woman’s Hospital Partner, LLC |
| *HPG Enterprises, LLC |
| HPG Solutions, LLC |
| *HSS Holdco, LLC |
| *HSS Systems, LLC |
| *HSS Virginia, L.P. |
| HTI Gulf Coast, Inc. |
| HTI Health Services of North Carolina, Inc. |
| HTI Hospital Holdings, Inc. |
| *HTI Memorial Hospital Corporation |
| *HTI MOB, LLC |
| Illinois Psychiatric Hospital Company, Inc. |
| Imaging Services of Appomattox, LLC |
| Imaging Services of Jacksonville, LLC |
| Imaging Services of Louisiana Manager, LLC |
| Imaging Services of Louisiana, LLC |
| Imaging Services of Orlando, LLC |
| Imaging Services of West Boynton, LLC |
| IMX Holdings, LLC |
| Independence Surgicare, Inc. |
| Indian Path Hospital, Inc. |
| Indianapolis Hospital Partner, LLC |
| *Integrated Regional Lab, LLC |
| *Integrated Regional Laboratories, LLP |
| InVivoLink, Inc. |
| Isleworth Partners, Inc. |
| JDGC Management, LLC |
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| *JFK Medical Center Limited Partnership |
| Johnson County Surgicenter, L.L.C. |
| Jupiter EFL Imaging Center, LLC |
| KC Surgicare, LLC |
| Kendall Healthcare Group, Ltd. |
| Kendall Regional Medical Center, LLC |
| Kingwood Surgery Center, LLC |
| *KPH-Consolidation, Inc. |
| L E Corporation |
| LAD Imaging, LLC |
| Lake City Imaging, LLC |
| *Lakeview Medical Center, LLC |
| Lakewood Surgicare, Inc. |
| Laredo Medco, LLC |
| *Largo Medical Center, Inc. |
| *Las Encinas Hospital |
| Las Vegas ASC, LLC |
| *Las Vegas Surgicare, Inc. |
| *Lawnwood Medical Center, Inc. |
| Lebanon Surgicenter, LLC |
| *Lewis-Gale Hospital, Incorporated |
| *Lewis-Gale Medical Center, LLC |
| *Lone Peak Hospital, Inc. |
| *Los Robles Regional Medical Center |
| Loudoun Surgery Center, LLC |
| Louisiana Psychiatric Company, Inc. |
| Low Country Health Services, Inc. of the Southeast |
| *Management Services Holdings, Inc. |
| Marietta Outpatient Medical Building, Inc. |
| *Marietta Surgical Center, Inc. |
| *Marion Community Hospital, Inc. |
| Martin, Fletcher & Associates, L.P. |
| Maury County Behavioral Health, LLC |
| Mayhill Cancer Center, LLC |
| *MCA Investment Company |
| Meadows DME, LLC |
| Med Corp., Inc. |
| Med-Center Hosp./Houston, Inc. |
| Medi Flight of Oklahoma, LLC |
| Medical Arts Hospital of Texarkana, Inc. |
| Medical Care America, LLC |
| Medical Care Financial Services Corp. |
| Medical Care Real Estate Finance, Inc. |
| Medical Care Surgery Center, Inc. |
34
| Medical Center - West, Inc. |
| Medical Center Imaging, Inc. |
| Medical Center of Baton Rouge, Inc. |
| Medical Center of Plano Partner, LLC |
| Medical Center of Port St. Lucie, Inc. |
| Medical Center of Santa Rosa, Inc. |
| *Medical Centers of Oklahoma, LLC |
| Medical City Dallas Hospital, Inc. |
| Medical City Dallas Partner, LLC |
| Medical Corporation of America |
| Medical Imaging, Inc. |
| *Medical Office Buildings of Kansas, LLC |
| Medical Specialties, Inc. |
| *MediCredit, Inc. |
| MediPurchase, Inc. |
| MediStone Healthcare Ventures, Inc. |
| MediVision of Mecklenburg County, Inc. |
| MediVision of Tampa, Inc. |
| MediVision, Inc. |
| Med-Point of New Hampshire, Inc. |
| *Memorial Healthcare Group, Inc. |
| Metroplex Surgicenters, Inc. |
| MGH Medical, Inc. |
| *MH Angel Medical Center, LLLP |
| MH Asheville Specialty Hospital, LLC |
| *MH Blue Ridge Medical Center, LLLP |
| MH Eckerd Living Center, LLLP |
| *MH Highlands-Cashiers Medical Center, LLLP |
| *MH Hospital Holdings, Inc. |
| *MH Hospital Manager, LLC |
| *MH Master Holdings, LLLP |
| *MH Master, LLC |
| MH McDowell Imaging, LLLP |
| *MH Mission Hospital McDowell, LLLP |
| *MH Mission Hospital, LLLP |
| *MH Mission Imaging, LLLP |
| MH Transylvania Imaging, LLLP |
| *MH Transylvania Regional Hospital, LLLP |
| MHS Partnership Holdings JSC, Inc. |
| MHS Partnership Holdings SDS, Inc. |
| Miami Beach EFL Imaging Center, LLC |
| Miami Beach Healthcare Group, Ltd. |
| MidAmerica Division, Inc. |
| MidAmerica Oncology, LLC |
35
| Mid-America Surgery Center, LLC |
| Mid-Cities Surgi-Center, Inc. |
| Mid-Continent Health Services, Inc. |
| Midtown Diagnostics, LLC |
| *Midwest Division - ACH, LLC |
| Midwest Division - LRHC, LLC |
| *Midwest Division - LSH, LLC |
| *Midwest Division - MCI, LLC |
| *Midwest Division - MMC, LLC |
| *Midwest Division - OPRMC, LLC |
| *Midwest Division - RBH, LLC |
| *Midwest Division - RMC, LLC |
| *Midwest Holdings, Inc. |
| Millenium Health Care of Oklahoma, Inc. |
| Mission Bay Memorial Hospital, Inc. |
| Missouri Healthcare System, L.P. |
| MMC Sleep Lab Management, LLC |
| Mobile Corps., Inc. |
| *Mobile Heartbeat, LLC |
| Montgomery Cancer Center, LLC |
| *Montgomery Regional Hospital, Inc. |
| MOSC Sports Medicine, Inc. |
| *Mountain Division - CVH, LLC |
| Mountain Division, Inc. |
| *Mountain View Hospital, Inc. |
| Mountain West Surgery Center, LLC |
| MOVCO, Inc. |
| MP Management, LLC |
| MRT&C, Inc. |
| Nashville Psychiatric Company, Inc. |
| *Nashville Shared Services General Partnership |
| Nashville Surgicenter, LLC |
| Natchez Surgery Center, LLC |
| National Contact Center Management Group, LLC |
| *National Patient Account Services, Inc. |
| Navarro Memorial Hospital, Inc. |
| Network Management Services, Inc. |
| Network MS of Florida, Inc. |
| Nevada Surgery Center of Southern Hills, L.P. |
| Nevada Surgicare of Southern Hills, LLC |
| *New Iberia Healthcare, LLC |
| New Iberia Holdings, Inc. |
| *New Port Richey Hospital, Inc. |
| *New Rose Holding Company, Inc. |
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| Norman Clayman Endocrine Institute, LLC | ||
| North Augusta Imaging Management, LLC | ||
| North Augusta Imaging Services, LLC | ||
| North Augusta Rehab Health Center, LLC | ||
| North Brandon Imaging, LLC | ||
| North Central Florida Health System, Inc. | ||
| North Charleston Diagnostic Imaging Center, LLC | ||
| North Florida Cancer Center Lake City, LLC | ||
| North Florida Cancer Center Live Oak, LLC | ||
| North Florida Cancer Center Tallahassee, LLC | ||
| North Florida Division I, Inc. | ||
| North Florida GI Center GP, Inc. | ||
| North Florida Physician Services, Inc. | ||
| North Florida Regional Investments, Inc. | ||
| *North Florida Regional Medical Center, Inc. | ||
| North Hills Cardiac Catheterization Center, L.P. | ||
| North Hills Catheterization Lab, LLC | ||
| *North Houston - TRMC, LLC | ||
| North Miami Beach Surgical Center, LLC | ||
| North Tampa Imaging, LLC | ||
| *North Texas - MCA, LLC | ||
| North Texas Division, Inc. | ||
| North Texas General, L.P. | ||
| North Texas Medical Center, Inc. | ||
| North Transfer Center, LLC | ||
| Northeast Florida Cancer Services, LLC | ||
| *Northern Utah Healthcare Corporation | ||
| Northern Utah Imaging, LLC | ||
| *Northern Virginia Community Hospital, LLC | ||
| Northern Virginia Hospital Corporation | ||
| Northlake Surgicare, Inc. | ||
| Northwest Florida Healthcare Systems, Inc. | ||
| Northwest Medical Center, Inc. | ||
| Notami (Opelousas), Inc. | ||
| Notami Hospitals of Florida, Inc. | ||
| *Notami Hospitals of Louisiana, Inc. | ||
| Notami Hospitals of Missouri, Inc. | ||
| *Notami Hospitals, LLC | ||
| Notami, LLC | ||
| Notco, LLC | ||
| NPAS Solutions, LLC | ||
| NPAS, Inc. | ||
| NTGP, LLC |
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| NTMC Management Company | ||
| NTMC Venture, Inc. | ||
| Nuclear Diagnosis, Inc. | ||
| Ocala Health Imaging Services, LLC | ||
| Ocala Regional Outpatient Services, Inc. | ||
| Ocala Stereotactic Radiosurgery Partner, LLC | ||
| Ocala Stereotactic Radiosurgery, LLC | ||
| Occupational and Family Medicine of South Texas | ||
| ODP Holdings, LLC | ||
| ODP Manager, LLC | ||
| ODP Properties, LLC | ||
| Ogden Imaging, LLC | ||
| Ogden Tomotherapy Manager, LLC | ||
| *Okaloosa Hospital, Inc. | ||
| *Okeechobee Hospital, Inc. | ||
| Oklahoma Surgicare, Inc. | ||
| Oncology Services of Corpus Christi Manager, LLC | ||
| Oncology Services of Corpus Christi, LLC | ||
| OneSourceMed, Inc. | ||
| Orange Park Medical Center, Inc. | ||
| Orlando Outpatient Surgical Center, Inc. | ||
| Orthopaedic Sports Specialty Associates, Inc. | ||
| Osceola Regional Hospital, Inc. | ||
| *Outpatient Cardiovascular Center of Central Florida, LLC | ||
| Outpatient Services - LAD, LLC | ||
| *Outpatient Services Holdings, Inc. | ||
| *Oviedo Medical Center, LLC | ||
| Ozarks Medical Services, Inc. | ||
| Pacific Partners Management Services, Inc. | ||
| Palm Beach EFL Imaging Center, LLC | ||
| Palm Beach Healthcare System, Inc. | ||
| *Palms West Hospital Limited Partnership | ||
| Paragon of Texas Health Properties, Inc. | ||
| Paragon Physicians Hospital Organization of South Texas, Inc. | ||
| Paragon SDS, Inc. | ||
| Paragon Surgery Centers of Texas, Inc. | ||
| Paragon WSC, Inc. | ||
| *Parallon Business Solutions, LLC | ||
| *Parallon Enterprises, LLC | ||
| *Parallon Health Information Solutions, LLC | ||
| *Parallon Holdings, LLC | ||
| *Parallon Payroll Solutions, LLC |
38
| *Parallon Physician Services, LLC |
| *Parallon Revenue Cycle Services, Inc. |
| Park View Insurance Company |
| Parkersburg SJ Holdings, Inc. |
| Parkridge Medical Center, Inc. |
| Parkside Surgery Center, Inc. |
| Parkway Cardiac Center, Ltd. |
| Parkway Hospital, Inc. |
| Parkway Surgery Services, Ltd. |
| Parthenon Insurance Company, Limited |
| *Pasadena Bayshore Hospital, Inc. |
| *PatientKeeper, Inc. |
| *Pearland Partner, LLC |
| Pediatric Surgicare, Inc. |
| Pinellas Medical, LLC |
| Pioneer Medical, LLC |
| Plains Healthcare System, Inc. |
| Plano Heart Institute, L.P. |
| Plano Heart Management, LLC |
| Plano Surgery Center - GP, LLC |
| *Plantation General Hospital, L.P. |
| PMM, Inc. |
| POH Holdings, LLC |
| *Poinciana Medical Center, Inc. |
| Preferred Works WC, LLC |
| Primary Health Asset Holdings, Ltd. |
| *Primary Health, Inc. |
| *PTS Solutions, LLC |
| *Pulaski Community Hospital, Inc. |
| *Putnam Community Medical Center of North Florida, LLC |
| Putnam Hospital, Inc. |
| Putnam Radiation Oncology Manager, LLC |
| Radiation Oncology Center of Thornton, LLC |
| Radiation Oncology Manager, LLC |
| RCH, LLC |
| Red Rock at Smoke Ranch, LLC |
| Red Rock Holdco, LLC |
| Redmond Park Health Services, Inc. |
| *Redmond Park Hospital, LLC |
| *Reston Hospital Center, LLC |
| *Retreat Hospital, LLC |
| Richmond Imaging Employer Corp. |
| Rio Grande Healthcare MSO, Inc. |
| *Rio Grande Regional Hospital, Inc. |
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| Riverside CyberKnife Manager, LLC | ||
| *Riverside Healthcare System, L.P. | ||
| Riverside Holdings, Inc. | ||
| *Riverside Hospital, Inc. | ||
| Riverside Imaging, LLC | ||
| Roanoke Imaging, LLC | ||
| Rosewood Medical Center, Inc. | ||
| Round Rock Hospital, Inc. | ||
| Royal Oaks Surgery Center, L.P. | ||
| S.A. Medical Center, Inc. | ||
| Salt Lake City Surgicare, Inc. | ||
| *Samaritan, LLC | ||
| San Antonio Division, Inc. | ||
| San Antonio Regional Hospital, Inc. | ||
| San Bernardino Imaging, LLC | ||
| San Joaquin Surgical Center, Inc. | ||
| *San Jose Healthcare System, LP | ||
| *San Jose Hospital, L.P. | ||
| *San Jose Medical Center, LLC | ||
| San Jose Pathology Outreach, LLC | ||
| *San Jose, LLC | ||
| Sarah Cannon Development Innovations, LLC | ||
| *Sarah Cannon Research Institute, LLC | ||
| *Sarasota Doctors Hospital, Inc. | ||
| *Savannah Health Services, LLC | ||
| *SCRI Holdings, LLC | ||
| SCRI Scientifics, LLC | ||
| *Sebring Health Services, LLC | ||
| Selma Medical Center Hospital, Inc. | ||
| Silicon Valley Health Holdings, LLC | ||
| *SJMC, LLC | ||
| Sky Ridge Spine Manager, LLC | ||
| South Atlantic Division, Inc. | ||
| South Florida Division Practice, Inc. | ||
| South Texas Surgicare, Inc. | ||
| South Transfer Center, LLC | ||
| South Valley Hospital, L.P. | ||
| *Southeast Georgia Health Services, LLC | ||
| *Southern Hills Medical Center, LLC | ||
| *Southpoint, LLC | ||
| Southwest Florida Health System, Inc. | ||
| Southwest Florida Regional Medical Center, Inc. | ||
| *Spalding Rehabilitation L.L.C. |
40
| *Spotsylvania Medical Center, Inc. | ||
| Spotsylvania Regional Surgery Center, LLC | ||
| *Spring Branch Medical Center, Inc. | ||
| *Spring Hill Hospital, Inc. | ||
| Spring Hill Imaging, LLC | ||
| Springview KY, LLC | ||
| *SSHR Holdco, LLC | ||
| St. Mark’s Investments, Inc. | ||
| Stafford Imaging, LLC | ||
| Stiles Road Imaging LLC | ||
| Stones River Hospital, LLC | ||
| Suburban Medical Center at Hoffman Estates, Inc. | ||
| Sullins Surgical Center, Inc. | ||
| Summit General Partner, Inc. | ||
| Summit Research Solutions, LLC | ||
| Sun Bay Medical Office Building, Inc. | ||
| *Sun City Hospital, Inc. | ||
| Sun City Imaging, LLC | ||
| Sun Towers/Vista Hills Holding Co. | ||
| Sun-Med, LLC | ||
| Sunrise Hospital and Medical Center, LLC | ||
| *Sunrise Mountainview Hospital, Inc. | ||
| Sunrise Outpatient Services, Inc. | ||
| Surgical Center of Irving, Inc. | ||
| Surgical Facility of West Houston, L.P. | ||
| Surgicare America - Winter Park, Inc. | ||
| Surgicare Merger Company of Louisiana | ||
| Surgicare of Alpine, LLC | ||
| Surgicare of Altamonte Springs, Inc. | ||
| Surgicare of Anchorage, LLC | ||
| Surgicare of Arapahoe, LLC | ||
| Surgicare of Arlington, LLC | ||
| Surgicare of Ashburn, LLC | ||
| Surgicare of Augusta, Inc. | ||
| Surgicare of Aurora Endoscopy, LLC | ||
| Surgicare of Aventura, LLC | ||
| Surgicare of Bay Area Endoscopy, LLC | ||
| Surgicare of Bay Area, LLC | ||
| Surgicare of Bayonet Point, Inc. | ||
| Surgicare of Bayside, LLC | ||
| Surgicare of Bountiful, LLC | ||
| *Surgicare of Brandon, Inc. |
41
| Surgicare of Brentwood, LLC |
| Surgicare of Brooksville, LLC |
| Surgicare of Brownsville, LLC |
| Surgicare of Central Florida, Inc. |
| Surgicare of Central San Antonio, Inc. |
| Surgicare of Chattanooga, LLC |
| Surgicare of Chippenham, LLC |
| Surgicare of Citrus, LLC |
| Surgicare of Clarksville, LLC |
| Surgicare of Corpus Christi, LLC |
| Surgicare of Countryside, Inc. |
| Surgicare of Dallas Specialty, LLC |
| Surgicare of Denton, Inc. |
| Surgicare of Denver Mid-Town, Inc. |
| Surgicare of Denver, LLC |
| Surgicare of Evans, Inc. |
| Surgicare of Fairfax, Inc. |
| *Surgicare of Florida, Inc. |
| Surgicare of Flower Mound, Inc. |
| Surgicare of Focus Hand, LLC |
| Surgicare of Fort Worth Co-GP, LLC |
| Surgicare of Fort Worth, Inc. |
| Surgicare of Ft. Pierce, Inc. |
| Surgicare of Good Samaritan, LLC |
| Surgicare of Gramercy, Inc. |
| Surgicare of Greenview, Inc. |
| Surgicare of Hanover, Inc. |
| *Surgicare of Houston Women’s, Inc. |
| Surgicare of Houston, LLC |
| Surgicare of Indianapolis, Inc. |
| Surgicare of Kansas City, LLC |
| Surgicare of Kingwood, LLC |
| Surgicare of Kissimmee, Inc. |
| Surgicare of Lakeview, Inc. |
| Surgicare of Las Vegas, Inc. |
| Surgicare of Laurel Grove, LLC |
| Surgicare of Lorain County, Inc. |
| Surgicare of Los Gatos, Inc. |
| Surgicare of Los Robles, LLC |
| Surgicare of Madison, Inc. |
| *Surgicare of Manatee, Inc. |
| Surgicare of McKinney, Inc. |
| Surgicare of Medical City Dallas, LLC |
| Surgicare of Memorial Endoscopy, LLC |
42
| Surgicare of Merritt Island, Inc. | ||
| Surgicare of Miami Lakes, LLC | ||
| Surgicare of Mountain West, LLC | ||
| Surgicare of Mt. Ogden, LLC | ||
| Surgicare of Nashville, LLC | ||
| Surgicare of Natchez, LLC | ||
| *Surgicare of Newport Richey, Inc. | ||
| Surgicare of North San Antonio, Inc. | ||
| Surgicare of Northeast San Antonio, Inc. | ||
| Surgicare of Orange Park, Inc. | ||
| Surgicare of Orlando, Inc. | ||
| Surgicare of Overland Park, LLC | ||
| *Surgicare of Palms West, LLC | ||
| Surgicare of Park Ridge, LLC | ||
| Surgicare of Pasadena, Inc. | ||
| Surgicare of Pavilion, LLC | ||
| Surgicare of Physicians West El Paso, LLC | ||
| Surgicare of Pinellas, Inc. | ||
| Surgicare of Plano, Inc. | ||
| Surgicare of Plantation, Inc. | ||
| Surgicare of Port Charlotte, LLC | ||
| Surgicare of Port St. Lucie, Inc. | ||
| Surgicare of Portsmouth, LLC | ||
| Surgicare of Premier Orthopaedic, LLC | ||
| Surgicare of Reston, Inc. | ||
| Surgicare of Ridgeline, LLC | ||
| Surgicare of Riverwalk, LLC | ||
| Surgicare of Roanoke, LLC | ||
| Surgicare of Rome, Inc. | ||
| Surgicare of Rose, LLC | ||
| Surgicare of Round Rock, Inc. | ||
| Surgicare of Royal Oaks, LLC | ||
| Surgicare of Salem, LLC | ||
| Surgicare of Silicon Valley, LLC | ||
| Surgicare of Sky Ridge, LLC | ||
| Surgicare of South Austin, Inc. | ||
| Surgicare of Southeast Denver, Inc. | ||
| Surgicare of Southern Kentucky, LLC | ||
| Surgicare of Spotsylvania, LLC | ||
| Surgicare of St. Andrews, Inc. | ||
| Surgicare of StoneSprings, LLC | ||
| Surgicare of Stuart, Inc. |
43
| Surgicare of Sugar Land, Inc. |
| Surgicare of Swedish, LLC |
| Surgicare of Tallahassee, Inc. |
| Surgicare of Terre Haute, LLC |
| Surgicare of Thornton, LLC |
| Surgicare of Travis Center, Inc. |
| Surgicare of Tulsa, Inc. |
| Surgicare of Utah, LLC |
| Surgicare of Wasatch Front, LLC |
| Surgicare of West Hills, Inc. |
| Surgicare of Westlake, Inc. |
| Surgicare of Wichita, Inc. |
| Surgicare of Willis, LLC |
| Surgicare of Wilson County, LLC |
| Surgicare of Winchester, LLC |
| Surgicare Outpatient Center of Baton Rouge, Inc. |
| Surgicare Outpatient Center of Jackson, Inc. |
| Surgicenter of East Jefferson, Inc. |
| Surgico, LLC |
| SWMC, Inc. |
| Tallahassee Community Network, Inc. |
| *Tallahassee Medical Center, Inc. |
| Tampa Bay Health System, Inc. |
| Tampa Surgi-Centre, Inc. TBHI Outpatient Services, LLC *TCMC Madison-Portland, Inc. |
| Teays Valley Health Services, LLC |
| Tennessee Valley Outpatient Diagnostic Center, LLC |
| *Terre Haute Hospital GP, Inc. |
| *Terre Haute Hospital Holdings, Inc. |
| *Terre Haute MOB, L.P. |
| *Terre Haute Regional Hospital, L.P. |
| Texas HSS, LLC |
| Texas Psychiatric Company, Inc. |
| *The Regional Health System of Acadiana, LLC |
| The West Texas Division of Columbia, Inc. |
| *Timpanogos Regional Medical Services, Inc. |
| Total Imaging - Hudson, LLC |
| Total Imaging - North St. Petersburg, LLC |
| Total Imaging - Parsons, LLC |
| Tri Cities Health Services Corp. |
| Tri-County Community Hospital, Inc. |
| *Trident Medical Center, LLC |
| TriStar Health System, Inc. |
| Ultra Imaging Management Services, LLC |
44
| Ultra Imaging of Tampa, LLC |
| University Hospital, Ltd. |
| Utah Imaging GP, LLC |
| *Utah Medco, LLC |
| Valify, Inc. |
| Value Health Holdings, Inc. |
| Value Health Management, Inc. |
| Venture Medical Management, LLC |
| *VH Holdco, Inc. |
| *VH Holdings, Inc. |
| Vidalia Health Services, LLC |
| Village Oaks Medical Center, Inc. |
| VIP, Inc. |
| Virginia Care Partners ACO LLC |
| Virginia Hematology & Oncology Associates, Inc. |
| *Virginia Psychiatric Company, Inc. |
| Virginia Quality Care Partners, LLC |
| *Vision Consulting Group LLC |
| *Vision Holdings, LLC |
| W & C Hospital, Inc. |
| *Walterboro Community Hospital, Inc. |
| Warren County Ambulance Service, LLC |
| *WCP Properties, LLC |
| *Weatherford Health Services, LLC |
| Wesley Cath Lab, LLC |
| Wesley Manager, LLC |
| *Wesley Medical Center, LLC |
| West Boynton Beach Open Imaging Center, LLC |
| West Creek Ambulatory Surgery Center, LLC |
| West Creek Medical Center, Inc. |
| *West Florida - MHT, LLC |
| *West Florida - PPH, LLC |
| West Florida Division, Inc. |
| West Florida HealthWorks, LLC |
| West Florida Imaging Services, LLC |
| West Florida PET Services, LLC |
| West Florida Professional Billing, LLC |
| *West Florida Regional Medical Center, Inc. |
| West Hills Hospital |
| West Houston ASC, Inc. |
| West Houston Outpatient Medical Facility, Inc. |
| West Houston Surgicare, Inc. |
| West Houston, LLC |
| West Jacksonville Medical Center, Inc. |
45
| West Jordan Hospital Corporation |
| West Los Angeles Physicians’ Hospital, Inc. |
| West McKinney Imaging Services, LLC |
| West Paces Services, Inc. |
| West Valley Imaging, LLC |
| *West Valley Medical Center, Inc. |
| Westbury Hospital, Inc. |
| Westminster Community Hospital |
| WHG Medical, LLC |
| *WHMC, Inc. |
| Wildwood Medical Center, Inc. |
| Wilson County Outpatient Surgery Center, L.P. |
| WJHC, LLC |
| Woman’s Hospital Merger, LLC |
| *Woman’s Hospital of Texas, Incorporated |
| Women’s & Children’s Pediatric Hematology/Oncology Center, LLC |
| Women’s & Children’s Pulmonology Clinic, LLC |
| Women’s Hospital Indianapolis GP, Inc. |
| Women’s Hospital Indianapolis, L.P. |
The affiliates of HCA Healthcare, Inc. listed below have entered into term promissory notes with Western Plains Capital, Inc., a subsidiary guarantor. The notes are owed to Western Plains Capital, Inc. and pledged as collateral for the secured notes.
| Ambulatory Surgery Center Group, Ltd. |
| Arapahoe Surgicenter, LLC |
| Atlanta Surgery Center, Ltd. |
| Bay Area Surgicenter, LLC |
| Bayonet Point Surgery Center, Ltd. |
| Bayside Ambulatory Center, LLC |
| Belleair Surgery Center, Ltd. |
| Brownsville Surgicenter, LLC |
| Calloway Creek Surgery Center, L.P. |
| Carolina Regional Surgery Center, Ltd. |
| Centennial Surgery Center, L.P. |
| Centrum Surgery Center, Ltd. |
| Chippenham Ambulatory Surgery Center, LLC |
| Clarksville Surgicenter, LLC |
| Clear Creek Surgery Center, LLC |
| Clear Lake Surgicare, Ltd. |
| Columbia Surgicare of Augusta, Ltd. |
| Coral Springs Surgi-Center, Ltd. |
46
| Countryside Surgery Center, Ltd. |
| Denton Regional Ambulatory Surgery Center, L.P. |
| Denver Mid-Town Surgery Center, Ltd. |
| Denver Surgicenter, LLC |
| Doctors Hospital Surgery Center, L.P. |
| Doctors Same Day Surgery Center, Ltd. |
| El Paso Surgery Centers, L.P. |
| Fairfax Surgical Center, L.P. |
| Florida Outpatient Surgery Center, Ltd. |
| Gramercy Surgery Center, Ltd. |
| HealthONE Ridge View Endoscopy Center, LLC |
| Jacksonville Surgery Center, Ltd. |
| Johnson County Surgery Center, L.P. |
| KC Pain ASC, LLC |
| Kingwood Surgery Center, LLC |
| Las Colinas Surgery Center, Ltd. |
| Las Vegas Surgicare, Ltd. |
| Lincoln Surgery Center, LLC |
| Los Robles Surgicenter, LLC |
| Manatee Surgicare, Ltd. |
| Marietta Outpatient Surgery, Ltd. |
| Med City Dallas Outpatient Surgery Center, L.P. |
| Medical Plaza Ambulatory Surgery Center Associates, L.P. |
| Miami Lakes Surgery Center, Ltd. |
| Mt. Ogden Utah Surgical Center, LLC |
| New Port Richey Surgery Center, Ltd. |
| North Florida Regional Freestanding Surgery Center, L.P. |
| North Hills Surgicare, L.P. |
| North Miami Beach Surgery Center Limited Partnership |
| North Palm Beach County Surgery Center, LLC |
| North Suburban Spine Center, L.P. |
| Northlake Surgical Center, L.P. |
| ODP Manager, LLC |
| Orlando Surgicare, Ltd. |
| Outpatient Surgical Services, Ltd. |
| Outpatient Women’s and Children’s Surgery Center, Ltd. |
| Palms West Surgery Center, Ltd. |
| Physicians Ambulatory Surgery Center, LLC |
| Physicians West Surgicenter, LLC |
| Plano Ambulatory Surgery Associates, L.P. |
| Port St. Lucie Surgery Center, Ltd. |
47
| Portsmouth Regional Ambulatory Surgery Center, L.L.C. |
| Premier ASC, LLC |
| Putnam Radiation Oncology, LLC |
| Red Rocks Surgery Center, LLC |
| Reston Surgery Center, L.P. |
| Riverwalk ASC, LLC |
| Roanoke Surgery Center, L.P. |
| Rocky Mountain Surgery Center, LLC |
| Rose Ambulatory Surgery Center, L.P. |
| Sahara Outpatient Surgery Center, Ltd. |
| Sky Ridge Surgery Center, L.P. |
| Southern Kentucky Surgicenter, LLC |
| Specialty Surgicare of Las Vegas, LP |
| St. Mark’s Ambulatory Surgery Associates, L.P. |
| Sugar Land Surgery Center, Ltd. |
| Summit Surgery Center, L.P. |
| Surgery Center of Atlantis, LLC |
| Surgery Center of Aventura, Ltd. |
| Surgery Center of Independence, L.P. |
| Surgery Center of Overland Park, L.P. |
| Surgery Center of Rome, L.P. |
| Surgery Center of the Rockies, LLC |
| Surgical Park Center, Ltd. |
| Surgicare of Wichita, LLC |
| Surgicenter of Kansas City, LLC |
| Tallahassee Orthopaedic Surgery Partners, Ltd. |
| Tarrant County Surgery Center, L.P. |
| University Healthcare System, L.C. |
| Urology Surgery Center of Colorado, LLC |
| Utah Surgery Center, L.P. |
| West Hills Surgical Center, Ltd. |
| West Park Surgery Center, L.P. |
48
EXHIBIT 31.1
CERTIFICATION
I, Samuel N. Hazen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of HCA Healthcare, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: |
/s/ SAMUEL N. HAZEN | |
| Samuel N. Hazen | ||
| Chief Executive Officer |
Date: August 2, 2021
EXHIBIT 31.2
CERTIFICATION
I, William B. Rutherford, certify that:
1. I have reviewed this quarterly report on Form 10-Q of HCA Healthcare, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: |
/S/ WILLIAM B. RUTHERFORD | |
| William B. Rutherford | ||
| Executive Vice President and Chief Financial Officer |
Date: August 2, 2021
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of HCA Healthcare, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: |
/S/ SAMUEL N. HAZEN | |
| Samuel N. Hazen | ||
| Chief Executive Officer |
August 2, 2021
| By: |
/S/ WILLIAM B. RUTHERFORD | |
| William B. Rutherford | ||
| Executive Vice President and Chief Financial Officer |
August 2, 2021