Condensed consolidating financial statements | Condensed consolidating financial statements The following information is presented in accordance with Rule 3-10 of Regulation S-X. The operating and investing activities of the separate legal entities included in the Company’s condensed consolidated financial statements are fully interdependent and integrated. Revenues and operating expenses of the separate legal entities include intercompany charges for management and other administrative services. The Company’s senior notes are guaranteed by a substantial majority of its domestic subsidiaries as measured by revenue, income and assets. The subsidiary guarantors have guaranteed the senior notes on a joint and several basis. However, a subsidiary guarantor will be released from its obligations under its guarantee of the senior notes and the indentures governing the senior notes if, in general, there is a sale or other disposition of all or substantially all of the assets of such subsidiary guarantor, including by merger or consolidation, or a sale or other disposition of all of the equity interests in such subsidiary guarantor held by the Company and its restricted subsidiaries, as defined in the indentures; such subsidiary guarantor is designated by the Company as an unrestricted subsidiary, as defined in the indentures, or otherwise ceases to be a restricted subsidiary of the Company, in each case in accordance with the indentures; or such subsidiary guarantor no longer guarantees any other indebtedness, as defined in the indentures, of the Company or any of its restricted subsidiaries, except for guarantees that are contemporaneously released. The senior notes are not guaranteed by certain of the Company’s domestic subsidiaries, any of the Company’s foreign subsidiaries, or any entities that do not constitute subsidiaries within the meaning of the indentures, such as corporations in which the Company holds capital stock with less than a majority of the voting power, joint ventures and partnerships in which the Company holds less than a majority of the equity or voting interests, non-owned entities and third parties. Condensed Consolidating Statements of Operations DaVita Inc. Guarantor subsidiaries Non- Guarantor subsidiaries Consolidating adjustments Consolidated total For The Three Months Ended March 31, 2018 Patient services revenues $ — $ 1,790,188 $ 848,401 $ (47,515 ) $ 2,591,074 Provision for uncollectible accounts — 9,628 15,917 — 25,545 Net patient service revenues — 1,799,816 864,318 (47,515 ) 2,616,619 Other revenues 195,565 204,960 70,933 (238,633 ) 232,825 Total net revenues 195,565 2,004,776 935,251 (286,148 ) 2,849,444 Operating expenses and charges 133,356 1,791,094 800,456 (286,148 ) 2,438,758 Operating income 62,209 213,682 134,795 — 410,686 Debt expense (114,334 ) (52,197 ) (7,375 ) 60,390 (113,516 ) Other income, net 104,081 2,523 5,704 (107,726 ) 4,582 Income tax expense 14,387 48,944 7,406 — 70,737 Equity earnings in subsidiaries 141,117 66,496 — (207,613 ) — Net income from continuing operations 178,686 181,560 125,718 (254,949 ) 231,015 Net (loss) income from discontinued operations, net of — (40,443 ) (12,679 ) 47,336 (5,786 ) Net income 178,686 141,117 113,039 (207,613 ) 225,229 Less: Net income attributable to noncontrolling interests — — — (46,543 ) (46,543 ) Net income attributable to DaVita Inc. $ 178,686 $ 141,117 $ 113,039 $ (254,156 ) $ 178,686 Guarantor Non- Consolidating Consolidated For The Three Months Ended March 31, 2017 DaVita Inc. Patient service revenues $ — $ 1,530,726 $ 929,231 $ (37,171 ) $ 2,422,786 Provision for uncollectible accounts — (61,053 ) (46,005 ) — (107,058 ) Net patient service revenues — 1,469,673 883,226 (37,171 ) 2,315,728 Other revenues 221,386 305,618 16,090 (227,571 ) 315,523 Total net revenues 221,386 1,775,291 899,316 (264,742 ) 2,631,251 Operating expenses 131,910 1,208,820 679,335 (264,742 ) 1,755,323 Operating income 89,476 566,471 219,981 — 875,928 Debt expense (102,664 ) (47,643 ) (12,232 ) 58,142 (104,397 ) Other income 100,337 2,803 3,586 (102,740 ) 3,986 Income tax expense 33,953 235,865 11,847 — 281,665 Equity earnings in subsidiaries 394,501 162,615 — (557,116 ) — Net income from continuing operations 447,697 448,381 199,488 (601,714 ) 493,852 Net (loss) income from discontinued operations, net of — (53,880 ) 15,715 44,598 6,433 Net income 447,697 394,501 215,203 (557,116 ) 500,285 Less: Net income attributable to noncontrolling interests — — — (52,588 ) (52,588 ) Net income attributable to DaVita Inc. $ 447,697 $ 394,501 $ 215,203 $ (609,704 ) $ 447,697 Condensed Consolidating Statements of Comprehensive Income Guarantor Non- Consolidating Consolidated For The Three Months Ended March 31, 2018 DaVita Inc. Net income $ 178,686 $ 141,117 $ 113,039 $ (207,613 ) $ 225,229 Other comprehensive income 2,587 — 19,881 — 22,468 Total comprehensive income 181,273 141,117 132,920 (207,613 ) 247,697 Less: Comprehensive income attributable to — — — (46,543 ) (46,543 ) Comprehensive income attributable to DaVita Inc. $ 181,273 $ 141,117 $ 132,920 $ (254,156 ) $ 201,154 Guarantor Non- Consolidating Consolidated For The Three Months Ended March 31, 2017 DaVita Inc. Net income $ 447,697 $ 394,501 $ 215,203 $ (557,116 ) $ 500,285 Other comprehensive income (506 ) — 13,261 — 12,755 Total comprehensive income 447,191 394,501 228,464 (557,116 ) 513,040 Less: Comprehensive income attributable to the — — — (52,586 ) (52,586 ) Comprehensive income attributable to DaVita Inc. $ 447,191 $ 394,501 $ 228,464 $ (609,702 ) $ 460,454 Condensed Consolidating Balance Sheets Guarantor Non- Consolidating Consolidated As of March 31, 2018 DaVita Inc. Cash and cash equivalents $ 122,047 $ — $ 236,827 $ — $ 358,874 Restricted cash and equivalents 1,003 9,421 78,320 — 88,744 Accounts receivable, net — 1,257,461 573,129 — 1,830,590 Other current assets 35,555 368,131 267,396 — 671,082 Current assets held for sale — 5,004,717 719,548 — 5,724,265 Total current assets 158,605 6,639,730 1,875,220 — 8,673,555 Property and equipment, net 413,949 1,554,591 1,216,683 — 3,185,223 Intangible assets, net 224 50,396 62,746 — 113,366 Investments in subsidiaries 10,180,619 3,138,371 — (13,318,990 ) — Intercompany receivables 3,593,688 — 1,488,211 (5,081,899 ) — Other long-term assets and investments 54,952 58,467 218,217 — 331,636 Goodwill — 4,730,205 1,908,387 — 6,638,592 Total assets $ 14,402,037 $ 16,171,760 $ 6,769,464 $ (18,400,889 ) $ 18,942,372 Current liabilities $ 247,486 $ 968,018 $ 477,394 $ — $ 1,692,898 Current liabilities held for sale — 759,020 495,605 — 1,254,625 Intercompany payables — 3,589,494 1,492,405 (5,081,899 ) — Long-term debt and other long-term liabilities 8,984,265 674,609 519,393 — 10,178,267 Noncontrolling interests subject to put provisions 589,606 — — 444,895 1,034,501 Total DaVita Inc. shareholders' equity 4,580,680 10,180,619 3,138,371 (13,318,990 ) 4,580,680 Noncontrolling interests not subject to put — — 646,296 (444,895 ) 201,401 Total equity 4,580,680 10,180,619 3,784,667 (13,763,885 ) 4,782,081 Total liabilities and equity $ 14,402,037 $ 16,171,760 $ 6,769,464 $ (18,400,889 ) $ 18,942,372 Guarantor Non- Consolidating Consolidated As of December 31, 2017 DaVita Inc. Cash and cash equivalents $ 149,305 $ — $ 358,929 $ — $ 508,234 Restricted cash and equivalents 1,002 9,384 300 — 10,686 Accounts receivable, net — 1,208,715 506,035 — 1,714,750 Other current assets 67,025 595,066 86,955 — 749,046 Current assets held for sale — 4,992,067 769,575 — 5,761,642 Total current assets 217,332 6,805,232 1,721,794 — 8,744,358 Property and equipment, net 408,010 1,560,390 1,180,813 — 3,149,213 Intangible assets, net 250 50,971 62,606 — 113,827 Investments in subsidiaries 10,009,874 3,085,722 — (13,095,596 ) — Intercompany receivables 3,677,947 — 1,313,213 (4,991,160 ) — Other long-term assets and investments 47,297 68,344 214,875 — 330,516 Goodwill — 4,732,320 1,877,959 — 6,610,279 Total assets $ 14,360,710 $ 16,302,979 $ 6,371,260 $ (18,086,756 ) $ 18,948,193 Current liabilities $ 238,706 $ 1,181,139 $ 436,262 $ — $ 1,856,107 Current liabilities held for sale — 739,294 445,776 — 1,185,070 Intercompany payables — 3,690,042 1,301,118 (4,991,160 ) — Long-term debt and other long-term liabilities 8,857,373 682,630 469,587 — 10,009,590 Noncontrolling interests subject to put provisions 574,602 — — 436,758 1,011,360 Total DaVita Inc. shareholders' equity 4,690,029 10,009,874 3,085,722 (13,095,596 ) 4,690,029 Noncontrolling interests not subject to put — — 632,795 (436,758 ) 196,037 Total equity 4,690,029 10,009,874 3,718,517 (13,532,354 ) 4,886,066 Total liabilities and equity $ 14,360,710 $ 16,302,979 $ 6,371,260 $ (18,086,756 ) $ 18,948,193 Condensed Consolidating Statements of Cash Flows Guarantor Non- Consolidating Consolidated For The Three Months Ended March 31, 2018 DaVita Inc. Cash flows from operating activities: Net income $ 178,686 $ 141,117 $ 113,039 $ (207,613 ) $ 225,229 Changes in operating assets and liabilities and non-cash (82,391 ) 32,484 (20,396 ) 207,613 137,310 Net cash provided by operating activities 96,295 173,601 92,643 — 362,539 Cash flows from investing activities: Additions of property and equipment (27,356 ) (125,375 ) (79,712 ) — (232,443 ) Acquisitions — (4,417 ) (12,165 ) — (16,582 ) Proceeds from asset and business sales — 18,535 — — 18,535 Proceeds (purchases) from investment sales and other 31,665 (762 ) (541 ) — 30,362 Net cash provided by (used in) investing activities 4,309 (112,019 ) (92,418 ) — (200,128 ) Cash flows from financing activities: Long-term debt and related financing costs, net 116,307 (3,377 ) (8,257 ) — 104,673 Intercompany borrowing (payments) 47,394 (49,783 ) 2,389 — — Other items (291,562 ) (2,200 ) (33,458 ) — (327,220 ) Net cash used in financing activities (127,861 ) (55,360 ) (39,326 ) — (222,547 ) Effect of exchange rate changes on cash, cash — — 6,668 — 6,668 Net (decrease) increase in cash, cash equivalents and (27,257 ) 6,222 (32,433 ) — (53,468 ) Less: Net increase in cash, cash equivalents and — 6,185 11,649 — 17,834 Net (decrease) increase in cash, cash equivalents and (27,257 ) 37 (44,082 ) — (71,302 ) Cash, cash equivalents and restricted cash of continuing 150,307 9,384 359,229 — 518,920 Cash, cash equivalents and restricted cash of continuing $ 123,050 $ 9,421 $ 315,147 $ — $ 447,618 Guarantor Non- Consolidating Consolidated For The Three Months Ended March 31, 2017 DaVita Inc. Cash flows from operating activities: Net income $ 447,697 $ 394,501 $ 215,203 $ (557,116 ) $ 500,285 Changes in operating assets and liabilities and non-cash (149,627 ) (142,597 ) 99,994 557,116 364,886 Net cash provided by operating activities 298,070 251,904 315,197 — 865,171 Cash flows from investing activities: Additions of property and equipment (30,580 ) (133,909 ) (50,046 ) — (214,535 ) Acquisitions — (70,237 ) (6,999 ) — (77,236 ) Proceeds from asset and business sales, net of cash — 46,612 — — 46,612 (Purchases) proceeds from investment sales and other (54,150 ) (1,951 ) 51,273 — (4,828 ) Net cash used in investing activities (84,730 ) (159,485 ) (5,772 ) — (249,987 ) Cash flows from financing activities: Long-term debt and related financing costs, net (27,504 ) (4,616 ) (4,021 ) — (36,141 ) Intercompany borrowing (payments) 338,984 (71,541 ) (267,443 ) — — Other items 3,330 (799 ) (25,327 ) — (22,796 ) Net cash used in financing activities 314,810 (76,956 ) (296,791 ) — (58,937 ) Effect of exchange rate changes on cash, cash — — 2,820 — 2,820 Net increase in cash, cash equivalents and restricted cash 528,150 15,463 15,454 — 559,067 Less: Net increase in cash, cash equivalents and — 15,438 9,055 — 24,493 Net increase in cash, cash equivalents and restricted cash 528,150 25 6,399 534,574 Cash, cash equivalents and restricted cash of continuing 549,921 8,687 124,855 — 683,463 Cash, cash equivalents and restricted cash of continuing $ 1,078,071 $ 8,712 $ 131,254 $ 1,218,037 |