Consolidating Financial Statements | 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 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. Contemporaneously with the Company entering into the New Credit Agreement and pursuant to the indentures governing the Company's senior notes, certain subsidiaries of the Company were released from their guarantees of the Company's senior notes such that, after that release, the remaining subsidiary guarantors of the senior notes were the same subsidiaries guaranteeing the New Credit Agreement. The following consolidating statements have been prepared for all periods presented based on the current subsidiary guarantors and non-guarantors stipulated in the Company's New Credit Agreement. Consolidating Statements of Income For year ended December 31, 2019 DaVita Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Dialysis patient service revenues $ — $ 6,961,825 $ 4,226,402 $ (269,806 ) $ 10,918,421 Less: Provision for uncollectible accounts — (15,296 ) (6,419 ) — (21,715 ) Net dialysis patient service revenues — 6,946,529 4,219,983 (269,806 ) 10,896,706 Other revenues 804,684 601,394 171,856 (1,086,161 ) 491,773 Total revenues 804,684 7,547,923 4,391,839 (1,355,967 ) 11,388,479 Operating expenses and charges 642,717 6,631,471 3,826,941 (1,355,967 ) 9,745,162 Operating income 161,967 916,452 564,898 — 1,643,317 Debt expense (482,074 ) (183,272 ) (53,043 ) 241,163 (477,226 ) Other income, net 309,623 7,314 46,306 (333,895 ) 29,348 Income tax (benefit) expense (2,616 ) 263,563 18,681 — 279,628 Equity earnings in subsidiaries 818,849 429,628 — (1,248,477 ) — Net income from continuing operations 810,981 906,559 539,480 (1,341,209 ) 915,811 Net income from discontinued operations, net of tax — — 12,751 92,732 105,483 Net income 810,981 906,559 552,231 (1,248,477 ) 1,021,294 Less: Net income attributable to noncontrolling — — — (210,313 ) (210,313 ) Net income attributable to DaVita Inc. $ 810,981 $ 906,559 $ 552,231 $ (1,458,790 ) $ 810,981 Consolidating Statements of Income - (continued) For year ended December 31, 2018 DaVita Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Dialysis patient service revenues $ — $ 6,834,865 $ 4,096,666 $ (221,550 ) $ 10,709,981 Less: Provision for uncollectible accounts — (34,977 ) (14,610 ) — (49,587 ) Net dialysis patient service revenues — 6,799,888 4,082,056 (221,550 ) 10,660,394 Other revenues 799,230 488,086 558,079 (1,100,938 ) 744,457 Total revenues 799,230 7,287,974 4,640,135 (1,322,488 ) 11,404,851 Operating expenses and charges 646,640 6,551,328 4,003,547 (1,322,488 ) 9,879,027 Operating income 152,590 736,646 636,588 — 1,525,824 Debt expense (491,749 ) (201,496 ) (43,414 ) 249,224 (487,435 ) Other income, net 418,839 3,430 29,132 (441,312 ) 10,089 Income tax expense 23,482 155,372 79,546 — 258,400 Equity earnings in subsidiaries 103,196 388,737 — (491,933 ) — Net income from continuing operations 159,394 771,945 542,760 (684,021 ) 790,078 Net loss from discontinued operations, net of tax — — (649,126 ) 192,088 (457,038 ) Net income (loss) 159,394 771,945 (106,366 ) (491,933 ) 333,040 Less: Net income attributable to noncontrolling — — — (173,646 ) (173,646 ) Net income (loss) attributable to DaVita Inc. $ 159,394 $ 771,945 $ (106,366 ) $ (665,579 ) $ 159,394 For year ended December 31, 2017 DaVita Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Dialysis patient service revenues $ — $ 6,417,574 $ 3,848,172 $ (172,076 ) $ 10,093,670 Less: Provision for uncollectible accounts — (322,085 ) (170,447 ) 7,168 (485,364 ) Net dialysis patient service — 6,095,489 3,677,725 (164,908 ) 9,608,306 Other revenues 793,751 408,460 1,080,832 (1,014,715 ) 1,268,328 Total net revenues 793,751 6,503,949 4,758,557 (1,179,623 ) 10,876,634 Operating expenses and charges 527,942 5,331,545 4,384,015 (1,179,623 ) 9,063,879 Operating income 265,809 1,172,404 374,542 — 1,812,755 Debt expense (426,149 ) (200,953 ) (43,490 ) 239,958 (430,634 ) Other income, net 411,731 5,979 23,657 (423,702 ) 17,665 Income tax expense 65,965 210,068 47,826 — 323,859 Equity earnings in subsidiaries 478,192 460,261 — (938,453 ) — Net income from continuing operations 663,618 1,227,623 306,883 (1,122,197 ) 1,075,927 Net loss from discontinued operations, net of tax — — (429,116 ) 183,744 (245,372 ) Net income (loss) 663,618 1,227,623 (122,233 ) (938,453 ) 830,555 Less: Net income attributable to noncontrolling — — — (166,937 ) (166,937 ) Net income (loss) attributable to DaVita Inc. $ 663,618 $ 1,227,623 $ (122,233 ) $ (1,105,390 ) $ 663,618 Consolidating Statements of Comprehensive Income For the year ended December 31, 2019 DaVita Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 810,981 $ 906,559 $ 552,231 $ (1,248,477 ) $ 1,021,294 Other comprehensive income (loss) 7,528 — (20,102 ) — (12,574 ) Total comprehensive income 818,509 906,559 532,129 (1,248,477 ) 1,008,720 Less: Comprehensive income attributable to — — — (210,313 ) (210,313 ) Comprehensive income attributable to DaVita Inc. $ 818,509 $ 906,559 $ 532,129 $ (1,458,790 ) $ 798,407 For the year ended December 31, 2018 Net income (loss) $ 159,394 $ 771,945 $ (106,366 ) $ (491,933 ) $ 333,040 Other comprehensive income (loss) 6,153 — (45,944 ) — (39,791 ) Total comprehensive income (loss) 165,547 771,945 (152,310 ) (491,933 ) 293,249 Less: Comprehensive income attributable to — — — (173,646 ) (173,646 ) Comprehensive income (loss) attributable to DaVita Inc. $ 165,547 $ 771,945 $ (152,310 ) $ (665,579 ) $ 119,603 For the year ended December 31, 2017 Net income (loss) $ 663,618 $ 1,227,623 $ (122,233 ) $ (938,453 ) $ 830,555 Other comprehensive income (loss) 3,106 — 99,770 — 102,876 Total comprehensive income (loss) 666,724 1,227,623 (22,463 ) (938,453 ) 933,431 Less: Comprehensive income attributable to — — — (166,935 ) (166,935 ) Comprehensive income (loss) attributable to DaVita Inc. $ 666,724 $ 1,227,623 $ (22,463 ) $ (1,105,388 ) $ 766,496 Consolidating Balance Sheets As of December 31, 2019 DaVita Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Cash and cash equivalents $ 758,241 $ 532 $ 343,599 $ — $ 1,102,372 Restricted cash and equivalents 14,499 — 91,847 — 106,346 Accounts receivable, net — 1,189,301 606,297 — 1,795,598 Other current assets 76,787 548,553 102,410 (41,896 ) 685,854 Total current assets 849,527 1,738,386 1,144,153 (41,896 ) 3,690,170 Property and equipment, net 543,932 1,589,417 1,344,543 (4,508 ) 3,473,384 Operating lease right-of-use assets 109,415 1,656,145 1,084,552 (20,065 ) 2,830,047 Intangible assets, net 362 31,569 103,753 — 135,684 Investments in and advances to affiliates, net 10,813,991 7,611,402 3,051,208 (21,476,601 ) — Other long-term assets and investments 102,779 133,698 176,315 (18,318 ) 394,474 Goodwill — 4,812,972 1,974,663 — 6,787,635 Total assets $ 12,420,006 $ 17,573,589 $ 8,879,187 $ (21,561,388 ) $ 17,311,394 Current liabilities $ 379,286 $ 1,327,378 $ 666,470 $ (1,036 ) $ 2,372,098 Intercompany payables 1,381,863 3,051,208 2,615,151 (7,048,222 ) — Long-term operating lease liabilities 136,123 1,567,776 1,039,145 (19,244 ) 2,723,800 Long-term debt and other long-term liabilities 7,741,725 674,558 364,102 (64,507 ) 8,715,878 Noncontrolling interests subject to put provisions 647,600 — — 532,776 1,180,376 Total DaVita Inc. shareholders' equity 2,133,409 10,952,669 3,475,710 (14,428,379 ) 2,133,409 Noncontrolling interests not subject to put — — 718,609 (532,776 ) 185,833 Total equity 2,133,409 10,952,669 4,194,319 (14,961,155 ) 2,319,242 Total liabilities and equity $ 12,420,006 $ 17,573,589 $ 8,879,187 $ (21,561,388 ) $ 17,311,394 Consolidating Balance Sheets - (continued) As of December 31, 2018 DaVita Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Cash and cash equivalents $ 60,653 $ 1,232 $ 261,153 $ — $ 323,038 Restricted cash and equivalents 1,005 12,048 79,329 — 92,382 Accounts receivable, net — 1,204,122 654,486 — 1,858,608 Other current assets 37,185 565,974 157,407 — 760,566 Current assets held for sale — — 5,389,565 — 5,389,565 Total current assets 98,843 1,783,376 6,541,940 — 8,424,159 Property and equipment, net 491,462 1,584,321 1,317,886 — 3,393,669 Intangible assets, net 153 42,896 75,797 — 118,846 Investments in and advances to affiliates, net 13,522,198 6,196,801 2,498,545 (22,217,544 ) — Other long-term assets and investments 53,385 90,037 188,196 — 331,618 Goodwill — 4,806,939 2,035,021 — 6,841,960 Total assets $ 14,166,041 $ 14,504,370 $ 12,657,385 $ (22,217,544 ) $ 19,110,252 Current liabilities $ 1,945,943 $ 1,217,526 $ 483,933 $ — $ 3,647,402 Current liabilities held for sale — — 1,243,759 — 1,243,759 Total current liabilities 1,945,943 1,217,526 1,727,692 — 4,891,161 Intercompany payables — 2,498,545 6,161,292 (8,659,837 ) — Long-term debt and other long-term liabilities 7,918,581 687,443 580,028 — 9,186,052 Noncontrolling interests subject to put provisions 598,075 — — 526,566 1,124,641 Total DaVita Inc. shareholders' equity 3,703,442 10,100,856 3,456,851 (13,557,707 ) 3,703,442 Noncontrolling interests not subject to put — — 731,522 (526,566 ) 204,956 Total equity 3,703,442 10,100,856 4,188,373 (14,084,273 ) 3,908,398 Total liabilities and equity $ 14,166,041 $ 14,504,370 $ 12,657,385 $ (22,217,544 ) $ 19,110,252 Consolidating Statements of Cash Flow For the year ended December 31, 2019 DaVita Inc. Guarantor Non-Guarantor Consolidating Consolidated Cash flows from operating activities: Net income $ 810,981 $ 906,559 $ 552,231 $ (1,248,477 ) $ 1,021,294 Changes in operating assets and liabilities and (602,288 ) (73,356 ) 478,228 1,248,477 1,051,061 Net cash provided by operating activities 208,693 833,203 1,030,459 — 2,072,355 Cash flows from investing activities: Additions of property and equipment, net (145,378 ) (310,032 ) (311,136 ) — (766,546 ) Acquisitions — (11,851 ) (89,010 ) — (100,861 ) Proceeds from asset sales, net of cash divested 3,824,516 1,777 51,099 — 3,877,392 Investments and other items (4,606 ) (6,676 ) (3,363 ) — (14,645 ) Net cash provided by (used in) investing activities 3,674,532 (326,782 ) (352,410 ) — 2,995,340 Cash flows from financing activities: Long-term debt and related financing costs, net (2,052,197 ) (10,481 ) (17,513 ) — (2,080,191 ) Intercompany borrowing 1,267,138 (455,405 ) (811,733 ) — — Other items (2,387,084 ) (53,283 ) (175,892 ) — (2,616,259 ) Net cash used in financing activities (3,172,143 ) (519,169 ) (1,005,138 ) — (4,696,450 ) Effect of exchange rate changes on cash — — (1,760 ) — (1,760 ) Net increase (decrease) in cash, cash equivalents and restricted cash 711,082 (12,748 ) (328,849 ) — 369,485 Less: Net increase in cash, cash equivalents and — — (423,813 ) — (423,813 ) Net increase (decrease) in cash, cash equivalents and restricted cash from continuing operations 711,082 (12,748 ) 94,964 — 793,298 Cash, cash equivalents and restricted cash of 61,658 13,280 340,482 — 415,420 Cash, cash equivalents and restricted cash of $ 772,740 $ 532 $ 435,446 $ — $ 1,208,718 Consolidating Statements of Cash Flow - (continued) For the year ended December 31, 2018 DaVita Inc. Guarantor Non-Guarantor Consolidating Consolidated Cash flows from operating activities: Net income $ 159,394 $ 771,945 $ (106,366 ) $ (491,933 ) $ 333,040 Changes in operating assets and liabilities and (86,070 ) (150,976 ) 1,183,713 491,933 1,438,600 Net cash provided by operating activities 73,324 620,969 1,077,347 — 1,771,640 Cash flows from investing activities: Additions of property and equipment, net (175,787 ) (425,008 ) (386,343 ) — (987,138 ) Acquisitions — (42,987 ) (140,169 ) — (183,156 ) Proceeds from asset and business sales, net of cash — 55,184 95,021 — 150,205 Investments and other items 30,962 (8,286 ) (8,230 ) — 14,446 Net cash used in investing activities (144,825 ) (421,097 ) (439,721 ) — (1,005,643 ) Cash flows from financing activities: Long-term debt and related financing costs, net 725,889 (8,874 ) (22,238 ) — 694,777 Intercompany borrowing 404,897 (168,224 ) (236,673 ) — — Other items (1,147,934 ) (29,457 ) (142,740 ) — (1,320,131 ) Net cash used in financing activities (17,148 ) (206,555 ) (401,651 ) — (625,354 ) Effect of exchange rate changes on cash — — (3,350 ) — (3,350 ) Net (decrease) increase in cash, cash equivalents and restricted cash (88,649 ) (6,683 ) 232,625 — 137,293 Less: Net decrease in cash, cash equivalents — — 240,793 — 240,793 Net decrease in cash, cash equivalents and restricted cash from continuing operations (88,649 ) (6,683 ) (8,168 ) — (103,500 ) Cash, cash equivalents and restricted cash of 150,307 19,963 348,650 — 518,920 Cash, cash equivalents and restricted cash of $ 61,658 $ 13,280 $ 340,482 $ — $ 415,420 Consolidating Statements of Cash Flow - (continued) For the year ended December 31, 2017 DaVita Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Cash flows from operating activities: Net income $ 663,618 $ 1,227,623 $ (122,233 ) $ (938,453 ) $ 830,555 Changes in operating assets and liabilities and (533,300 ) (739,023 ) 1,416,481 938,453 1,082,611 Net cash provided by operating activities 130,318 488,600 1,294,248 — 1,913,166 Cash flows from investing activities: Additions of property and equipment, net (155,972 ) (348,292 ) (400,986 ) — (905,250 ) Acquisitions — (528,588 ) (275,291 ) — (803,879 ) Proceeds from asset sales — 25,989 66,347 — 92,336 Investments and other items 211,619 (3,526 ) 43,968 — 252,061 Net cash provided by (used in) investing activities 55,647 (854,417 ) (565,962 ) — (1,364,732 ) Cash flows from financing activities: Long-term debt and related financing costs, net 173,529 (8,186 ) (10,495 ) — 154,848 Intercompany borrowing 22,589 382,452 (405,041 ) — — Other items (781,697 ) (2,205 ) (137,203 ) — (921,105 ) Net cash (used in) provided by financing activities (585,579 ) 372,061 (552,739 ) — (766,257 ) Effect of exchange rate changes on cash — — 254 — 254 Net (decrease) increase in cash, cash equivalents and restricted cash (399,614 ) 6,244 175,801 — (217,569 ) Less: Net decrease in cash, cash equivalents and restricted cash from discontinued operations — — (53,026 ) — (53,026 ) Net (decrease) increase in cash, cash equivalents and restricted cash from continuing operations (399,614 ) 6,244 228,827 — (164,543 ) Cash, cash equivalents and restricted cash of 549,921 13,719 119,823 — 683,463 Cash, cash equivalents and restricted cash of $ 150,307 $ 19,963 $ 348,650 $ — $ 518,920 |