Condensed consolidating financial statements | 20 . 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 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 substantially all of its domestic subsidiaries. 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 Income DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated For the three months ended March 31, 2016 Partners subsidiaries subsidiaries adjustments total Patient service revenues $ — $ 1,653,312 $ 863,842 $ (39,416 ) $ 2,477,738 Less: Provision for uncollectible accounts — (58,813 ) (50,392 ) — (109,205 ) Net patient service revenues — 1,594,499 813,450 (39,416 ) 2,368,533 Capitated revenues — 467,001 420,173 (127 ) 887,047 Other revenues 186,975 485,316 31,716 (378,451 ) 325,556 Total net revenues 186,975 2,546,816 1,265,339 (417,994 ) 3,581,136 Operating expenses 122,273 2,377,630 1,134,338 (417,994 ) 3,216,247 Operating income 64,702 169,186 131,001 — 364,889 Debt expense, including debt refinancing charges (101,101 ) (92,173 ) (11,514 ) 101,904 (102,884 ) Other income 98,560 4,336 1,984 (101,904 ) 2,976 Income tax expense 35,146 73,254 18,422 — 126,822 Equity earnings in subsidiaries 70,419 62,324 — (132,743 ) — Net income 97,434 70,419 103,049 (132,743 ) 138,159 Less: Net income attributable to noncontrolling interests — — — (40,725 ) (40,725 ) Net income attributable to DaVita HealthCare Partners Inc. $ 97,434 $ 70,419 $ 103,049 $ (173,468 ) $ 97,434 DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated For the three months ended March 31, 2015 Partners subsidiaries subsidiaries adjustments total Patient service revenues $ — $ 1,581,959 $ 723,843 $ (33,987 ) $ 2,271,815 Less: Provision for uncollectible accounts — (64,077 ) (35,087 ) — (99,164 ) Net patient service revenues — 1,517,882 688,756 (33,987 ) 2,172,651 Capitated revenues — 447,338 403,124 53 850,515 Other revenues 168,265 411,028 6,312 (320,806 ) 264,799 Total net revenues 168,265 2,376,248 1,098,192 (354,740 ) 3,287,965 Operating expenses 123,769 2,597,953 985,139 (354,740 ) 3,352,121 Operating income (loss) 44,496 (221,705 ) 113,053 — (64,156 ) Debt expense, including debt refinancing charges (95,478 ) (85,783 ) (9,286 ) 93,155 (97,392 ) Other income 91,023 53 1,546 (93,155 ) (533 ) Income tax expense (benefit) 17,514 (129,235 ) 25,788 — (85,933 ) Equity (loss) earnings in subsidiaries (133,144 ) 45,056 — 88,088 — Net (loss) income (110,617 ) (133,144 ) 79,525 88,088 (76,148 ) Less: Net income attributable to noncontrolling interests — — — (34,469 ) (34,469 ) Net (loss) income attributable to DaVita HealthCare Partners Inc. $ (110,617 ) $ (133,144 ) $ 79,525 $ 53,619 $ (110,617 ) Condensed Consolidating Statements of Comprehensive Income DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated For the three months ended March 31, 2016 Partners subsidiaries subsidiaries adjustments total Net income $ 97,434 $ 70,419 $ 103,049 $ (132,743 ) $ 138,159 Other comprehensive (loss) income (4,868 ) — 11,181 — 6,313 Total comprehensive income 92,566 70,419 114,230 (132,743 ) 144,472 Less: comprehensive income attributable to the noncontrolling interests — — — (40,725 ) (40,725 ) Comprehensive income attributable to DaVita HealthCare Partners Inc. $ 92,566 $ 70,419 $ 114,230 $ (173,468 ) $ 103,747 DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated For the three months ended March 31, 2015 Partners subsidiaries subsidiaries adjustments total Net (loss) income $ (110,617 ) $ (133,144 ) $ 79,525 $ 88,088 $ (76,148 ) Other comprehensive loss (4,723 ) — (17,885 ) — (22,608 ) Total comprehensive (loss) income (115,340 ) (133,144 ) 61,640 88,088 (98,756 ) Less: comprehensive income attributable to the noncontrolling interests — — — (34,469 ) (34,469 ) Comprehensive (loss) income attributable to DaVita HealthCare Partners Inc. $ (115,340 ) $ (133,144 ) $ 61,640 $ 53,619 $ (133,225 ) Condensed Consolidating Balance Sheets DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated As of March 31, 2016 Partners subsidiaries subsidiaries adjustments total Cash and cash equivalents $ 667,109 $ 73,221 $ 301,097 $ — $ 1,041,427 Accounts receivable, net — 937,747 917,538 — 1,855,285 Other current assets 408,369 792,812 101,667 — 1,302,848 Total current assets 1,075,478 1,803,780 1,320,302 — 4,199,560 Property and equipment, net 270,106 1,555,802 1,085,297 — 2,911,205 Amortizable intangibles, net 660 1,596,973 81,074 — 1,678,707 Investments in subsidiaries 9,019,776 2,020,158 — (11,039,934 ) — Intercompany receivables 3,797,849 — 697,353 (4,495,202 ) — Other long-term assets and investments 67,725 55,403 115,970 — 239,098 Goodwill — 7,753,168 1,732,460 — 9,485,628 Total assets $ 14,231,594 $ 14,785,284 $ 5,032,456 $ (15,535,136 ) $ 18,514,198 Current liabilities $ 236,695 $ 1,686,198 $ 520,725 $ — $ 2,443,618 Intercompany payables — 2,889,630 1,605,572 (4,495,202 ) — Long-term debt and other long-term liabilities 8,713,321 1,189,680 333,142 — 10,236,143 Noncontrolling interests subject to put provisions 577,652 — — 335,053 912,705 Total DaVita HealthCare Partners Inc. shareholders’ equity 4,703,926 9,019,776 2,020,158 (11,039,934 ) 4,703,926 Noncontrolling interests not subject to put provisions — — 552,859 (335,053 ) 217,806 Total equity 4,703,926 9,019,776 2,573,017 (11,374,987 ) 4,921,732 Total liabilities and equity $ 14,231,594 $ 14,785,284 $ 5,032,456 $ (15,535,136 ) $ 18,514,198 DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated As of December 31, 2015 Partners subsidiaries subsidiaries adjustments total Cash and cash equivalents $ 1,186,636 $ 109,357 $ 203,123 $ — $ 1,499,116 Accounts receivable, net — 929,390 794,838 — 1,724,228 Other current assets 431,504 769,947 78,485 — 1,279,936 Total current assets 1,618,140 1,808,694 1,076,446 — 4,503,280 Property and equipment, net 268,066 1,575,890 944,784 — 2,788,740 Intangible assets, net 540 1,634,920 51,866 — 1,687,326 Investments in subsidiaries 8,893,079 1,597,185 — (10,490,264 ) — Intercompany receivables 3,474,133 — 701,814 (4,175,947 ) — Other long-term assets and investments 74,458 53,346 113,246 — 241,050 Goodwill — 7,834,257 1,460,222 — 9,294,479 Total assets $ 14,328,416 $ 14,504,292 $ 4,348,378 $ (14,666,211 ) $ 18,514,875 Current liabilities $ 185,217 $ 1,730,123 $ 483,798 $ — $ 2,399,138 Intercompany payables — 2,750,102 1,425,845 (4,175,947 ) — Long-term debt and other long-term liabilities 8,730,673 1,130,988 305,838 — 10,167,499 Noncontrolling interests subject to put provisions 541,746 — — 322,320 864,066 Total DaVita HealthCare Partners Inc. shareholders' equity 4,870,780 8,893,079 1,597,185 (10,490,264 ) 4,870,780 Noncontrolling interests not subject to put provisions — — 535,712 (322,320 ) 213,392 Total equity 4,870,780 8,893,079 2,132,897 (10,812,584 ) 5,084,172 Total liabilities and equity $ 14,328,416 $ 14,504,292 $ 4,348,378 $ (14,666,211 ) $ 18,514,875 Condensed Consolidating Statements of Cash Flows DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated For the three months ended March 31, 2016 Partners subsidiaries subsidiaries adjustments total Cash flows from operating activities: Net income $ 97,434 $ 70,419 $ 103,049 $ (132,743 ) $ 138,159 Changes in operating assets and liabilities and non-cash items included in net income (18,699 ) 217,405 (40,606 ) 132,743 290,843 Net cash provided by operating activities 78,735 287,824 62,443 — 429,002 Cash flows from investing activities: Additions of property and equipment, net (16,865 ) (86,055 ) (70,267 ) — (173,187 ) Acquisitions — (400,093 ) (5,061 ) — (405,154 ) Proceeds from asset and business sales — 4,657 — — 4,657 (Purchases) proceeds from investment sales and other items 23,387 (7,438 ) 3,424 — 19,373 Net cash provided by (used in) investing activities 6,522 (488,929 ) (71,904 ) — (554,311 ) Cash flows from financing activities: Long-term debt and related financing costs, net (21,247 ) (1,977 ) (1,347 ) — (24,571 ) Intercompany borrowing (payments) (315,986 ) 167,702 148,284 — — Other items (267,551 ) (756 ) (40,219 ) — (308,526 ) Net cash provided by (used in) financing activities (604,784 ) 164,969 106,718 — (333,097 ) Effect of exchange rate changes on cash — — 717 — 717 Net (decrease) increase in cash and cash equivalents (519,527 ) (36,136 ) 97,974 — (457,689 ) Cash and cash equivalents at beginning of period 1,186,636 109,357 203,123 — 1,499,116 Cash and cash equivalents at end of period $ 667,109 $ 73,221 $ 301,097 $ — $ 1,041,427 DaVita Non- HealthCare Guarantor Guarantor Consolidating Consolidated For the three months ended March 31, 2015 Partners subsidiaries subsidiaries adjustments total Cash flows from operating activities: Net (loss) income $ (110,617 ) $ (133,144 ) $ 79,525 $ 88,088 $ (76,148 ) Changes in operating assets and liabilities and non-cash items included in net income 154,352 410,880 9,093 (88,088 ) 486,237 Net cash provided by operating activities 43,735 277,736 88,618 — 410,089 Cash flows from investing activities: Additions of property and equipment, net (6,230 ) (48,802 ) (66,389 ) — (121,421 ) Acquisitions — (40,018 ) (632 ) — (40,650 ) Proceeds from asset and business sales — 2,565 — — 2,565 Purchases/proceeds from investment sales and other items (84,640 ) (537 ) (7,604 ) — (92,781 ) Net cash used in investing activities (90,870 ) (86,792 ) (74,625 ) — (252,287 ) Cash flows from financing activities: Long-term debt and related financing costs, net (21,250 ) (3,620 ) (3,569 ) — (28,439 ) Intercompany borrowing (payments) 180,207 (202,804 ) 22,597 — — Other items (56,828 ) — (25,601 ) — (82,429 ) Net cash provided by (used in) financing activities 102,129 (206,424 ) (6,573 ) — (110,868 ) Effect of exchange rate changes on cash — — (904 ) — (904 ) Net increase (decrease) in cash and cash equivalents 54,994 (15,480 ) 6,516 — 46,030 Cash and cash equivalents at beginning of period 698,876 77,921 188,444 — 965,241 Cash and cash equivalents at end of period $ 753,870 $ 62,441 $ 194,960 $ — $ 1,011,271 |