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, 2019 Patient services revenues $ — $ 1,777,246 $ 918,604 $ (60,698 ) $ 2,635,152 Provision for uncollectible accounts — (3,970 ) (1,493 ) — (5,463 ) Net patient service revenues — 1,773,276 917,111 (60,698 ) 2,629,689 Other revenues 188,836 111,141 35,619 (222,173 ) 113,423 Total net revenues 188,836 1,884,417 952,730 (282,871 ) 2,743,112 Operating expenses and charges 143,659 1,660,453 881,364 (282,871 ) 2,402,605 Operating income 45,177 223,964 71,366 — 340,507 Debt expense (133,595 ) (52,479 ) (10,719 ) 65,274 (131,519 ) Other income, net 110,198 2,596 9,111 (114,965 ) 6,940 Income tax expense 7,026 46,544 3,176 — 56,746 Equity earnings in subsidiaries 134,535 46,151 — (180,686 ) — Net income from continuing operations 149,289 173,688 66,582 (230,377 ) 159,182 Net (loss) income from discontinued operations, net of tax — (39,153 ) 19,767 49,691 30,305 Net income 149,289 134,535 86,349 (180,686 ) 189,487 Less: Net income attributable to noncontrolling interests — — — (40,198 ) (40,198 ) Net income attributable to DaVita Inc. $ 149,289 $ 134,535 $ 86,349 $ (220,884 ) $ 149,289 Guarantor Non- Consolidating Consolidated For the three months ended March 31, 2018 DaVita Inc. Patient service 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 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 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 from discontinued operations, net of tax — (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 Condensed Consolidating Statements of Comprehensive Income Guarantor Non- Consolidating Consolidated For the three months ended March 31, 2019 DaVita Inc. Net income $ 149,289 $ 134,535 $ 86,349 $ (180,686 ) $ 189,487 Other comprehensive income (loss) 1,026 — (13,653 ) — (12,627 ) Total comprehensive income 150,315 134,535 72,696 (180,686 ) 176,860 Less: Comprehensive income attributable to noncontrolling interest — — — (40,198 ) (40,198 ) Comprehensive income attributable to DaVita Inc. $ 150,315 $ 134,535 $ 72,696 $ (220,884 ) $ 136,662 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 noncontrolling interest — — — (46,543 ) (46,543 ) Comprehensive income attributable to DaVita Inc. $ 181,273 $ 141,117 $ 132,920 $ (254,156 ) $ 201,154 Condensed Consolidating Balance Sheets Guarantor Non- Consolidating Consolidated As of March 31, 2019 DaVita Inc. Cash and cash equivalents $ 194,347 $ — $ 264,895 $ — $ 459,242 Restricted cash and equivalents 1,006 12,114 89,072 — 102,192 Accounts receivable, net — 1,349,185 604,237 — 1,953,422 Other current assets 37,185 568,029 100,058 — 705,272 Current assets held for sale, net — 4,842,062 1,162,886 — 6,004,948 Total current assets 232,538 6,771,390 2,221,148 — 9,225,076 Property and equipment, net 503,677 1,610,442 1,278,147 — 3,392,266 Operating lease right-of-use assets 107,237 1,594,411 1,034,888 — 2,736,536 Intangible assets, net 130 39,813 78,381 — 118,324 Investments in subsidiaries 10,191,084 3,323,518 — (13,514,602 ) — Intercompany receivables 3,756,675 — 1,496,009 (5,252,684 ) — Other long-term assets and investments 53,978 84,137 196,259 — 334,374 Goodwill — 4,812,366 1,987,002 — 6,799,368 Total assets $ 14,845,319 $ 18,236,077 $ 8,291,834 $ (18,767,286 ) $ 22,605,944 Current liabilities $ 4,702,717 $ 1,182,342 $ 592,508 $ — $ 6,477,567 Current liabilities held for sale — 1,084,512 668,798 — 1,753,310 Intercompany payables — 3,648,453 1,604,231 (5,252,684 ) — Long-term operating leases liabilities 133,936 1,502,922 988,918 — 2,625,776 Long-term debt and other long-term liabilities 5,520,830 626,764 371,980 — 6,519,574 Noncontrolling interests subject to put provisions 612,482 — — 530,562 1,143,044 Total DaVita Inc. shareholders' equity 3,875,354 10,191,084 3,323,518 (13,514,602 ) 3,875,354 Noncontrolling interests not subject to put — — 741,881 (530,562 ) 211,319 Total equity 3,875,354 10,191,084 4,065,399 (14,045,164 ) 4,086,673 Total liabilities and equity $ 14,845,319 $ 18,236,077 $ 8,291,834 $ (18,767,286 ) $ 22,605,944 Guarantor Non- Consolidating Consolidated As of December 31, 2018 DaVita Inc. Cash and cash equivalents $ 60,653 $ — $ 262,385 $ — $ 323,038 Restricted cash and equivalents 1,005 12,048 79,329 — 92,382 Accounts receivable, net — 1,264,290 594,318 — 1,858,608 Other current assets 37,185 601,318 122,063 — 760,566 Current assets held for sale — 4,440,953 948,612 — 5,389,565 Total current assets 98,843 6,318,609 2,006,707 — 8,424,159 Property and equipment, net 491,462 1,624,835 1,277,372 — 3,393,669 Intangible assets, net 153 42,933 75,760 — 118,846 Investments in subsidiaries 10,102,750 3,239,862 — (13,342,612 ) — Intercompany receivables 3,419,448 — 1,471,203 (4,890,651 ) — Other long-term assets and investments 53,385 80,537 197,696 — 331,618 Goodwill — 4,812,365 2,029,595 — 6,841,960 Total assets $ 14,166,041 $ 16,119,141 $ 7,058,333 $ (18,233,263 ) $ 19,110,252 Current liabilities $ 1,945,943 $ 1,251,534 $ 449,925 $ — $ 3,647,402 Current liabilities held for sale — 722,766 520,993 — 1,243,759 Intercompany payables — 3,327,026 1,563,625 (4,890,651 ) — Long-term debt and other long-term liabilities 7,918,581 715,065 552,406 — 9,186,052 Noncontrolling interests subject to put provisions 598,075 — — 526,566 1,124,641 Total DaVita Inc. shareholders' equity 3,703,442 10,102,750 3,239,862 (13,342,612 ) 3,703,442 Noncontrolling interests not subject to put — — 731,522 (526,566 ) 204,956 Total equity 3,703,442 10,102,750 3,971,384 (13,869,178 ) 3,908,398 Total liabilities and equity $ 14,166,041 $ 16,119,141 $ 7,058,333 $ (18,233,263 ) $ 19,110,252 Condensed Consolidating Statements of Cash Flows Guarantor Non- Consolidating Consolidated For the three months ended March 31, 2019 DaVita Inc. Cash flows from operating activities: Net income $ 149,289 $ 134,535 $ 86,349 $ (180,686 ) $ 189,487 Changes in operating assets and liabilities and non-cash (124,409 ) (197,096 ) 92,636 180,686 (48,183 ) Net cash provided by (used in) operating activities 24,880 (62,561 ) 178,985 — 141,304 Cash flows from investing activities: Additions of property and equipment (38,942 ) (112,376 ) (47,560 ) — (198,878 ) Acquisitions — — (11,274 ) — (11,274 ) Proceeds from asset and business sales — 1,456 12,447 — 13,903 Proceeds (purchases) from investment sales and other items, net 1,804 (4,558 ) (1,355 ) — (4,109 ) Net cash used in investing activities (37,138 ) (115,478 ) (47,742 ) — (200,358 ) Cash flows from financing activities: Long-term debt and related financing costs, net 365,133 (2,439 ) (5,497 ) — 357,197 Intercompany borrowing (payments) (220,697 ) 229,211 (8,514 ) — — Other items 1,517 (8,480 ) (25,283 ) — (32,246 ) Net cash provided by (used in) financing activities 145,953 218,292 (39,294 ) — 324,951 Effect of exchange rate changes on cash, cash — — (921 ) — (921 ) Net increase in cash, cash equivalents and 133,695 40,253 91,028 — 264,976 Less: Net increase in cash, cash equivalents and restricted cash from discontinued operations — 40,187 78,775 — 118,962 Net increase in cash, cash equivalents and restricted cash from continuing operations 133,695 66 12,253 — 146,014 Cash, cash equivalents and restricted cash of continuing 61,658 12,048 341,714 — 415,420 Cash, cash equivalents and restricted cash of continuing $ 195,353 $ 12,114 $ 353,967 $ — $ 561,434 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 items, net 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 in cash, cash equivalents and restricted cash (27,257 ) 6,222 (32,433 ) — (53,468 ) Less: Net increase in cash, cash equivalents and restricted cash from discontinued operations — 6,185 11,649 — 17,834 Net (decrease) increase in cash, cash equivalents and restricted cash from continuing operations (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 |