Annual
Report
2020
Dear Stakeholders:
For DaVita, this past year fixed a spotlight on our teammates’ commitment to care for patients with kidney
disease. The ongoing COVID-19 pandemic created challenges that we could never have imagined at the
beginning of 2020. These challenges – clinical, operational and financial – led to opportunities for us to
harness the strength of our teams and our platforms to support our patients and our community in this time
of global crisis. When I reflect on the year, I am inspired by the resilience, creativity and innovation showed
by our organization to adapt to the unprecedented and rapidly changing landscape and by the depth of the
empathy and commitment of our teams to each other and to the health and safety of our patients.
COVID-19 Response
Over the past year, we took significant steps to enhance our infection control and safety practices and create
new processes such as the early cohorting of patients with suspected or confirmed cases of COVID-19, to
ensure that we could continue to provide high-quality care for more than 240,000 patients who depend on
receiving life-sustaining dialysis treatment multiple times each week.
Earlier this year, the dialysis community came together with the CDC and federal government to launch a
national program to allocate COVID-19 vaccines directly to dialysis providers for the vaccination of end-stage
renal disease patients and their front-line caregivers, an important policy by the administration to protect
some of the nation’s most vulnerable patients. We continue to work hard to implement this program to help
ensure that all of our patients who want to be vaccinated can receive a vaccine as soon as possible. Across
the U.S., COVID vaccination rates for Blacks and Hispanics remain well below that of Whites and Asians. We
have been able to deploy our care teams, including social workers and dietitians, to engage in one-on-one
conversations to address common causes of vaccine hesitancy, with support from our Medical Directors. We
believe these efforts, combined with offering patients direct access to the vaccine from a trusted care team
and in a convenient site of care, have addressed the challenges with third-party sites, reduced hesitancy rates
and improved health equity.
At DaVita we have a long history of investing in the development and well-being of our teammates. Through
the pandemic, we increased this investment in caring for our own teammates, including providing tens of
millions of dollars in relief payments to eligible teammates, adjusting pay and paid time off practices to better
support our teammates and enhancing benefits, including backup child care and free counseling and mental
health resources.
Clinical Outcomes and Care Initiatives
In 2020, DaVita once again improved key clinical outcomes in our U.S. dialysis business, including our
recognition as an industry leader for the eighth consecutive year in CMS’ Quality Incentive Program and for
the last seven years under the CMS Five-Star Quality Rating system.
Financial
In 2020, operating income was $1.695 billion and adjusted operating income was $1.746 billion. For a
reconciliation of non-GAAP financial measures to comparable GAAP measures please see page 73 of the
accompanying Annual Report on Form 10-K.
Consolidated operating cash flow was $1.979 billion in 2020. We invested $457 million in acquisitions and
development in our businesses and $1.447 billion on repurchases of more than 16 million shares of our common
stock in 2020, reducing our shares outstanding by more than 12 percent since the beginning of the year.
Corporate Citizenship & Sustainability
Being a responsible corporate citizen has long been an important principle at DaVita. Since 2008, we have
published an annual social responsibility report we call Community Care, highlighting our organization’s and
teammates’ contributions and support of the communities in which we live and operate. A shining example of
supporting our communities was the decision by our Board and management to return $250 million of CARES
Act funding so that government support and funding could be used by those organizations in greater need
than us.
In 2019 and 2020, our company surveyed key stakeholders to learn more about what Environmental, Social,
and Governance (“ESG”) issues matter most to them and also reviewed the Sustainability Accounting Standards
Board (“SASB”) recommended metrics for health care service providers. Based on these data sources, we
have identified our top ESG priorities and five key focus areas:
• Patient Care
• Teammate Engagement
• Environmental Stewardship
• Healthy Communities
• Leading with Integrity and Accountability
This month, we plan to publish a set of aspirational goals for 2025 across each of these five pillars of our ESG
program, goals representing our ongoing commitment to advancing ESG-related initiatives. Furthermore, we
recognize that the latest climate science sends a warning that we must dramatically curb temperature rise to avoid
the impacts of climate change, and as a company, we want to do our part. Accordingly, we have presented our
environmental goals for 2025 and beyond to the Science Based Targets initiative for their review and confirmation
that our goals are in alignment with climate science.
In 2021, for the first time we are publishing our ESG report based on the recommendations from SASB and
its material topics for health care service providers. We also published our first report on Diversity and
Belonging, disclosing our company’s diversity metrics and a roadmap for delivering our vision of cultivating a
diverse organization where everyone belongs.
We are tremendously proud of our efforts in sustainability and social responsibility. To learn more, I encourage
you to read our 2020 Community Care social responsibility report at www.davita.com/communitycare.
Conclusion
While caring for our patients and teammates, we have continued to focus on stewarding resources
responsibly to deliver financial results for our stockholders.
Last year at this time, I shared with you how inspiring our 67,000 teammates around the world are, especially
our caregiving teammates and physician partners. A year later, I feel even more strongly that our caregivers
on the front line of this pandemic are heroes in every sense of the word. I thank them for their selfless
service. Their courage, compassion and dedication honor the memory of those we have lost to the pandemic.
Respectfully Submitted,
Javier J. Rodriguez
Chief Executive Officer
DaVita Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2020
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: 1-14106
DAVITA INC.
(Exact name of registrant as specified in charter)
Delaware
(State of incorporation)
51-0354549
(I.R.S. Employer Identification No.)
2000 16th Street
Denver, CO 80202
Telephone number (720) 631-2100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Common Stock, $0.001 par value
Trading symbol(s):
DVA
Name of each exchange on which registered:
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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:
Large accelerated filer ☒
Non-accelerated filer
☐
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its final report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2020, the aggregate market value of the Registrant's common stock outstanding held by non-affiliates based upon the closing price on
the New York Stock Exchange was approximately $9.7 billion.
As of January 29, 2021, the number of shares of the Registrant’s common stock outstanding was approximately 109.4 million shares.
Portions of the Registrant’s proxy statement for its 2021 annual meeting of stockholders are incorporated by reference in Part III of this Form 10-K.
Documents incorporated by reference
DAVITA INC.
INDEX
PART I.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II.
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
PART III.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
PART IV.
Exhibit Index
Signatures
Page No.
2
27
53
54
54
54
55
56
58
78
79
79
79
79
80
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80
81
81
82
82
1 of 5
S-1
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Item 1.
Business
PART I
Unless otherwise indicated in this Annual Report on Form 10-K “DaVita”, “the Company” “we”, “us”, “our” and
other similar terms refer to DaVita Inc. and its consolidated subsidiaries. Our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, are made available free of charge through our website, located at
http://www.davita.com, as soon as reasonably practicable after the reports are filed with or furnished to the Securities and
Exchange Commission (SEC). The SEC also maintains a website at http://www.sec.gov where these reports and other
information about us can be obtained. The contents of our website are not incorporated by reference into this report.
Overview of DaVita Inc.
DaVita is a leading healthcare provider focused on transforming care delivery to improve quality of life for patients
globally. We are one of the largest providers of kidney care services in the U.S. and have been a leader in clinical quality and
innovation for over 20 years. DaVita is committed to bold, patient-centric care models, implementing the latest technologies
and moving toward integrated care offerings. Over the years, we have established a value-based culture with a philosophy of
caring that is focused on both our patients and teammates. This culture and philosophy fuel our continuous drive toward
achieving our mission to be the provider, partner and employer of choice and fulfilling our vision to "build the greatest
healthcare community the world has ever seen."
The loss of kidney function is normally irreversible. Kidney failure is typically caused by Type I and Type II diabetes,
hypertension, polycystic kidney disease, long-term autoimmune attack on the kidneys and prolonged urinary tract obstruction.
End stage renal disease or end stage kidney disease (ESRD or ESKD) is the stage of advanced kidney impairment that requires
continued dialysis treatments or a kidney transplant to sustain life. Dialysis is the removal of toxins, fluids and salt from the
blood of patients by artificial means. Patients suffering from ESRD generally require dialysis at least three times a week for the
rest of their lives.
Our U.S. dialysis and related lab services (U.S. dialysis) business treats patients with chronic kidney failure and ESRD in
the United States, and is our largest line of business. As of December 31, 2020, we provided dialysis and administrative
services and related laboratory services throughout the U.S. via a network of 2,816 outpatient dialysis centers in 46 states and
the District of Columbia, serving a total of approximately 204,200 patients and provided hospital inpatient dialysis services in
approximately 900 hospitals. Our robust platform to deliver kidney care services also includes established nephrology and
payor relationships as well as home programs. In addition, as of December 31, 2020, we provided dialysis and administrative
services to a total of 321 outpatient dialysis centers located in ten countries outside of the U.S., serving approximately 36,200
patients. The Company also consists of our ancillary services and strategic initiatives, which include the aforementioned
international operations (collectively, our ancillary services), as well as our corporate administrative support.
Our patient-centric care model leverages our platform of kidney care services to maximize patient choice in both models
and modalities of care. We believe that the flexibility we offer coupled with a focus on comprehensive kidney care supports our
commitments to help improve clinical outcomes and quality of life for our patients. For the eighth consecutive year, we are an
industry leader in the Centers for Medicare & Medicaid Services’ (CMS) Quality Incentive Program (QIP), which promotes
high quality services in outpatient dialysis facilities treating patients with ESRD. We are also an industry leader for the seventh
consecutive year under CMS’ Five-Star Quality Rating system, which rates eligible dialysis centers based on the quality of
outcomes to help patients, their families, and caregivers make more informed decisions about where patients receive care.
According to the most recently collected data, we are an industry leader for the total number of patients in home-based dialysis
services.
Our quality clinical outcomes are driven by our experienced and knowledgeable teammates. We employ registered
nurses, licensed practical or vocational nurses, patient care technicians, social workers, registered dietitians, biomedical
technicians and other administrative and support teammates who strive to achieve superior clinical outcomes at our dialysis
facilities. In addition to our teammates at our dialysis facilities, as of December 31, 2020, our domestic Chief Medical Officer
leads a team of 18 senior nephrologists in our physician leadership team as part of our domestic Office of the Chief Medical
Officer (OCMO). Our international Chief Medical Officer leads a team of 11 senior nephrologists in our physician leadership
team as part of our international OCMO. Our OCMO teammates represent a variety of academic, clinical practice, and clinical
research backgrounds. We also have a Physician Counsel that serves as an advisory body to senior management, which is
composed of nine physicians with extensive experience in clinical practice and have seven Group Medical Directors as of
December 31, 2020.
2
On June 19, 2019, we completed the sale of our DaVita Medical Group (DMG) business, a patient and physician-focused
integrated healthcare delivery and management company, to Collaborative Care Holdings, LLC, a subsidiary of UnitedHealth
Group Inc. As a result, the DMG business has been classified as discontinued operations and its results of operations are
reported as discontinued operations for all periods presented in the consolidated financial statements included in this report.
For financial information about DMG, see Note 22 to the consolidated financial statements included in this report.
COVID-19 and its impact on our business
As a caregiving organization, we are exposed to and will continue to be impacted by the effects of the novel coronavirus
(COVID-19) pandemic. DaVita’s teammates include, among others, dialysis nurses, patient care technicians, social workers,
dieticians and other caregivers who are on the front lines of the ongoing COVID-19 pandemic providing critical, life-sustaining
care for our patients. We are closely monitoring the impact on our business of the pandemic and the resulting economic
environment, including the impact on our patients, teammates, physician partners, suppliers, vendors and business partners.
During this time of great challenge, our top priorities continue to be the health, safety and well-being of our patients,
teammates and physician partners and helping to ensure that our patients have the ability to maintain continuity of care
throughout this crisis, whether in the hospital, outpatient or home setting. To that end, we have dedicated and continue to
dedicate substantial resources in response to COVID-19, including the implementation of additional protocols in coordination
with the Centers for Disease Control and Prevention (CDC) on infection control and clinical best practices to help safely
maintain continuity of care for our patients and help protect our caregivers. We also have been collaborating with the CDC, the
U.S. Department of Health and Human Services (HHS), CMS, the American Society of Nephrology, and dialysis providers
nationwide to help ensure that the dialysis community is able to support patients nationwide during this global health crisis.
The protocols and initiatives we have implemented in response to COVID-19 include steps designed to implement
dedicated care shifts for patients with confirmed or suspected COVID-19 and other enhanced clinical practices, including
procuring additional equipment and clinical supplies, including personal protective equipment (PPE) and providing financial
support to our teammates associated with relief reimbursement. These efforts are part of a wider Prepare, Prevent, Respond and
Recover protocol that we have implemented in connection with the pandemic, which also includes operational protocols such as
the redistribution of teammates, machines and supplies across the country as needed and increased investment in and utilization
of telehealth capabilities. We also have maintained business process continuity during the pandemic by enabling most back
office teammates to work remotely. Our response protocol generally has allowed us to maintain continuity of care for our
patients and we carefully monitor the efficacy of these protocols and their impact on our operations and strategic priorities as
the pandemic continues. If we are required to maintain certain restrictive operational initiatives for an extended period of time,
it may adversely impact our strategic initiatives, such as our strategy to continue to build on our abilities to offer home dialysis
options. Certain temporary changes made in response to the COVID-19 pandemic could become permanent, which could have
an adverse impact on our business. In addition, any staffing shortages or disruptions, or any equipment or clinical supply
shortages, disruptions or delays or associated price increases, could impact our ability to provide dialysis services or the cost of
providing those services. Due in part to the protocols and initiatives described above, we have incurred significant costs related
to COVID-19 in 2020, and we expect to continue to incur extended and significant additional costs in connection with our
response to COVID-19.
We have worked with certain government agencies to respond to the COVID-19 pandemic, and in certain cases have
sought waivers of regulatory requirements. We also are working to help make COVID-19 vaccines available to our patients and
teammates, including through coordination with state and federal governments on direct vaccine distribution so that we can
administer vaccines to our patients and teammates. These vaccines are currently available under emergency use authorizations,
and there can be no assurance that our patients and caregivers will choose to receive a COVID-19 vaccine or that the vaccines
will prove to be as safe and effective as currently understood by the scientific community. In addition, we may encounter
difficulties with the availability and storage of the vaccines, or administration of the vaccines, some of which have multiple
dose requirements. We operate in a complex and highly regulated environment, and the novel nature of our COVID-19
response, including, for example, with respect to regulatory waivers and our administration of the newly developed COVID-19
vaccines, may increase our exposure to legal, regulatory and clinical risks.
In addition, the Coronavirus Aid, Relief, and Economic Security (CARES) Act and subsequent COVID-19 relief
legislation temporarily suspended Medicare’s 2% sequestration from May 1, 2020 through December 31, 2020, and the
Consolidated Appropriations Act subsequently extended this sequestration suspension until March 31, 2021. While in effect,
this legislation, has increased, and will continue to increase, our revenues. Furthermore, a significant initial part of the federal
government response to the COVID-19 pandemic was the CARES Act's authorization of $100 billion in funding to be
distributed to healthcare providers through the federal Public Health and Social Services Emergency Fund (Provider Relief
Fund). While we declined approximately $250 million of government funding received in the second quarter of 2020 from the
3
Provider Relief Fund, certain of our competitors accepted such funds. There can be no assurance that financial or other
assistance will be available from the government if we have a need for such assistance in the future.
We believe the ultimate impact of this public health crisis on the Company will depend on future developments that are
highly uncertain and difficult to predict, including among other things the severity and duration of the pandemic; further spread
or resurgence of the virus, including as a result of the emergence of new strains of the virus; its impact on the CKD patient
population and our patient population; the availability, acceptance, impact and efficacy of COVID-19 vaccines and other
treatments or therapies; the pandemic’s continuing impact on the U.S. and global economies and unemployment; the responses
of our competitors to the pandemic and related changes in the marketplace; and the timing, scope and effectiveness of federal,
state and local governmental responses.
For additional discussion of the COVID-19 pandemic and our response, including its impact on us and related risks and
uncertainties, please see the discussion below under the heading "Human Capital Management", as well as the risk factor in
Item 1A Risk Factors under the heading “We face various risks related to the dynamic and evolving novel coronavirus
pandemic, any of which may have a material adverse impact on us,” and Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
U.S. dialysis business
Our U.S. dialysis business is a leading provider of kidney dialysis services for patients suffering from ESRD. As of
December 31, 2020, we provided dialysis and administrative services in the U.S. through a network of 2,816 outpatient dialysis
centers in 46 states and the District of Columbia, serving a total of approximately 204,200 patients. We also provide hospital
inpatient dialysis services in approximately 900 hospitals and related laboratory services throughout the U.S.
According to the United States Renal Data System (USRDS), there were over 555,000 ESRD dialysis patients in the U.S.
in 2018. Based on the most recent 2020 annual data report from the USRDS, the underlying ESRD dialysis patient population
has grown at an approximate compound rate of 3.7% from 2008 to 2018 and a compound rate of 3.5% from 2013 to 2018,
which suggests that the rate of growth of the ESRD patient population is declining relative to long term trends. A number of
factors may impact ESRD growth rates, including, among others, the aging of the U.S. population, transplant rates, incidence
rates for diseases that cause kidney failure such as diabetes and hypertension, mortality rates for dialysis patients and growth
rates of minority populations with higher than average incidence rates of ESRD. Certain of these factors, in particular mortality
rates for dialysis patients, have been impacted by the COVID-19 pandemic.
Since 1972, the federal government has provided healthcare coverage for ESRD patients under the Medicare ESRD
program regardless of age or financial circumstances. ESRD is the first and only disease state eligible for Medicare coverage
both for dialysis and dialysis-related services and for all benefits available under the Medicare program. For patients with
Medicare coverage, all ESRD payments for dialysis treatments are made under a single bundled payment rate. See page 7 for
further details.
Although Medicare reimbursement limits the allowable charge per treatment, it provides industry participants with a
relatively predictable and recurring revenue stream for dialysis services provided to patients without commercial insurance. For
the year ended December 31, 2020, approximately 90% of our total dialysis patients were covered under some form of
government-based program, with approximately 74% of our dialysis patients covered under Medicare and Medicare Advantage
plans.
Treatment options for ESRD
Treatment options for ESRD are dialysis and kidney transplantation.
Dialysis options
•
Hemodialysis
Hemodialysis, the most common form of ESRD treatment, is usually performed at a freestanding outpatient dialysis
center, at a hospital-based outpatient center, or at the patient’s home. The hemodialysis machine uses an artificial kidney, called
a dialyzer, to remove toxins, fluids and salt from the patient’s blood. The dialysis process occurs across a semi-permeable
membrane that divides the dialyzer into two distinct chambers. While blood is circulated through one chamber, a pre-mixed
fluid is circulated through the other chamber. The toxins, salt and excess fluids from the blood cross the membrane into the
fluid, allowing cleansed blood to return back into the patient’s body. Each hemodialysis treatment that occurs in the outpatient
dialysis centers typically lasts approximately three and one-half hours and is usually performed three times per week.
4
Hospital inpatient hemodialysis services are required for patients with acute kidney failure primarily resulting from
trauma, patients in early stages of ESRD and ESRD patients who require hospitalization for other reasons. Hospital inpatient
hemodialysis is generally performed at the patient’s bedside or in a dedicated treatment room in the hospital, as needed.
Some ESRD patients who are healthier and more independent may perform home hemodialysis in their home or
residence through the use of a hemodialysis machine designed specifically for home therapy that is portable, smaller and easier
to use. Patients receive training, support and monitoring from registered nurses, usually in our outpatient dialysis centers, in
connection with their home hemodialysis treatment. Home hemodialysis is typically performed with greater frequency than
dialysis treatments performed in outpatient dialysis centers and on varying schedules.
•
Peritoneal dialysis
Peritoneal dialysis uses the patient’s peritoneal or abdominal cavity to eliminate fluid and toxins and is typically
performed at home. The most common methods of peritoneal dialysis are continuous ambulatory peritoneal dialysis (CAPD)
and continuous cycling peritoneal dialysis (CCPD). Because it does not involve going to an outpatient dialysis center three
times a week for treatment, peritoneal dialysis is generally an alternative to hemodialysis for patients who are healthier, more
independent and desire more flexibility in their lifestyle.
CAPD introduces dialysis solution into the patient’s peritoneal cavity through a surgically placed catheter. Toxins in the
blood continuously cross the peritoneal membrane into the dialysis solution. After several hours, the patient drains the used
dialysis solution and replaces it with fresh solution. This procedure is usually repeated four times per day.
CCPD is performed in a manner similar to CAPD, but uses a mechanical device to cycle dialysis solution through the
patient’s peritoneal cavity while the patient is sleeping or at rest.
Kidney transplantation
Although kidney transplantation, when successful, is generally the most desirable form of therapeutic intervention, the
shortage of suitable donors, side effects of immunosuppressive pharmaceuticals given to transplant recipients and dangers
associated with transplant surgery for some patient populations have generally limited the use of this treatment option. An
executive order signed in July 2019 (the 2019 Executive Order) directed the HHS to develop policies addressing, among other
things, the goal of making more kidneys available for transplant. As directed by the 2019 Executive Order, the CMS, through
its Center for Medicare and Medicaid Innovation (CMMI), subsequently released the framework for certain proposed voluntary
payment models that would adjust payment incentives to encourage kidney transplants. For more information regarding the
2019 Executive Order and these payment models, please see the discussion below under the heading “-New models of care and
Medicare and Medicaid program reforms.”
U.S. dialysis services we provide
Outpatient hemodialysis services
As of December 31, 2020, we operated or provided administrative services through a network of 2,816 outpatient
dialysis centers in the U.S. that are designed specifically for outpatient hemodialysis. In 2020, our overall network of U.S.
outpatient dialysis centers increased by 63 primarily as a result of the opening of new dialysis centers and acquisitions, net of
center closures, representing a total increase of approximately 2.3% from 2019.
As a condition of our enrollment in Medicare for the provision of dialysis services, we contract with a nephrologist or a
group of associated nephrologists to provide medical director services at each of our dialysis centers. In addition, other
nephrologists may apply for practice privileges to treat their patients at our centers. Each center has an administrator, typically a
registered nurse, who supervises the day-to-day operations of the center and its staff. The staff of each center typically consists
of registered nurses, licensed practical or vocational nurses, patient care technicians, a social worker, a registered dietician,
biomedical technician support and other administrative and support personnel.
Under Medicare regulations, we cannot promote, develop or maintain any kind of contractual relationship with our
patients that would directly or indirectly obligate a patient to use or continue to use our dialysis services, or that would give us
any preferential rights other than those related to collecting payments for our dialysis services. Our total patient turnover, which
is based upon all causes, averaged approximately 25% in 2020 and 24% in 2019. The overall number of patients to whom we
provided services in the U.S. in 2020 decreased by approximately 1.3% from 2019, primarily due to an increase in mortality
rates, which have been impacted by the COVID-19 pandemic, and a decline in new admissions. This was partially offset by
new dialysis patients who started treating at our centers during the year from acquisitions and non-acquired growth.
5
Hospital inpatient hemodialysis services
As of December 31, 2020, we provided hospital inpatient hemodialysis services, excluding physician services, to patients
in approximately 900 hospitals throughout the U.S. We render these services based on a contracted per-treatment fee that is
individually negotiated with each hospital. When a hospital requests our services, we typically administer the dialysis treatment
at the patient’s bedside or in a dedicated treatment room in the hospital, as needed.
Home-based dialysis services
Home-based dialysis services includes home hemodialysis and peritoneal dialysis. Many of our outpatient dialysis
centers offer certain support services for dialysis patients who prefer and are able to perform either home hemodialysis or
peritoneal dialysis in their homes. Home-based hemodialysis support services consist of providing equipment and supplies,
training, patient monitoring, on-call support services and follow-up assistance. Registered nurses train patients and their
families or other caregivers to perform either home hemodialysis or peritoneal dialysis. The 2019 Executive Order and related
HHS guidance described above also included a stated goal of increasing the relative number of new ESRD patients that receive
dialysis at home as compared to those receiving dialysis in center or at a hospital.
According to the most recent 2020 annual data report from the USRDS, in 2018 approximately 12% of ESRD dialysis
patients in the U.S. perform home-based dialysis.
Treatments and revenues by modality:
The following graph summarizes our U.S. dialysis treatments by modality and U.S. dialysis patient services revenues by
modality for the year ended December 31, 2020.
Other
ESRD laboratory services
We operate one separately licensed and highly automated clinical laboratory which specializes in ESRD patient testing.
This specialized laboratory provides routine laboratory tests for dialysis and other physician-prescribed laboratory tests for
ESRD patients which are integral components of the overall dialysis services that we provide. Our laboratory provides these
tests predominantly for our network of ESRD patients throughout the U.S. These tests are performed to monitor a patient’s
ESRD condition, including the adequacy of dialysis, as well as other medical conditions of the patient. Our laboratory utilizes
information systems which provide information to certain members of the dialysis centers’ staff and medical directors regarding
critical outcome indicators.
Management services
We currently operate or provide management and administrative services pursuant to management and administrative
services agreements to 53 outpatient dialysis centers located in the U.S. in which we either own a noncontrolling interest or
which are wholly-owned by third parties. Management fees are established by contract and are recognized as earned typically
based on a percentage of revenues or cash collections generated by the outpatient dialysis centers.
Sources of revenue—concentrations and risks
Our U.S. dialysis revenues represent approximately 91% of our consolidated revenues for the year ended December 31,
2020. Our U.S. dialysis revenues are derived primarily from our core business of providing dialysis services and related
laboratory services and, to a lesser extent, the administration of pharmaceuticals and management fees generated from
providing management and administrative services to certain outpatient dialysis centers, as discussed above.
6
81%77%14%17%5%6%Outpatient hemodialysisHome-based dialysisHospital inpatient hemodialysisTreatmentsRevenues The sources of our U.S. dialysis revenues are principally from government-based programs, including Medicare and
Medicare Advantage plans, Medicaid and managed Medicaid plans and commercial insurance plans. Our largest source of
revenue is from Medicare and Medicare Advantage plans which accounted for 57% of our overall U.S. dialysis patient services
revenues for the year ended December 31, 2020. Other sources of our U.S. dialysis patient services revenues for the year ended
December 31, 2020, were from commercial payors (including hospital inpatient dialysis services) accounting for 32% of
revenues, Medicaid and managed Medicaid plans accounting for 7% of our revenues and other government programs
accounting for 4% of our revenues.
Medicare revenue
Medicare ESRD revenue
Government dialysis related payment rates in the U.S. are principally determined by federal Medicare and state Medicaid
policy. For patients with Medicare coverage, all ESRD payments for dialysis treatments are made under a single bundled
payment rate which provides a fixed payment rate to encompass all goods and services provided during the dialysis treatment
that are related to the dialysis treatment, including certain pharmaceuticals, such as Epogen® (EPO), vitamin D analogs and
iron supplements, irrespective of the level of pharmaceuticals administered to the patient or additional services performed. Prior
to January 2021, calcimimetics, a drug class taken by many patients with ESRD to treat mineral bone disorder, was separately
billable through a transitional drug add-on payment adjustment (TDAPA); however, since January 1, 2021 and as described
more fully below, calcimimetics has been included in the ESRD bundled payment. Most lab services are also included in the
bundled payment.
Under this ESRD Prospective Payment System (PPS), the bundled payments to a dialysis facility may be reduced by as
much as 2% based on the facility’s performance in specified quality measures set annually by CMS through its QIP. CMS
established QIP through the Medicare Improvements for Patients and Providers Act of 2008 to promote high quality services in
outpatient dialysis facilities treating patients with ESRD. QIP associates a portion of Medicare reimbursement directly with a
facility’s performance on quality of care measures. Reductions in Medicare reimbursement result when a facility’s overall score
on applicable measures does not meet established standards. The bundled payment rate is also adjusted for certain patient
characteristics, a geographic usage index and certain other factors.
Uncertainty about future payment rates remains a material risk to our business, as well as the potential implementation of
or changes in coverage determinations or other rules or regulations by CMS or Medicare Administrative Contractors that may
impact reimbursement. An important provision in the Medicare ESRD statute is an annual adjustment, or market basket update,
to the ESRD PPS base rate. Absent action by Congress, the ESRD PPS base rate is automatically updated annually by a
formulaic inflation adjustment.
On September 18, 2020, pursuant to the 2019 Executive Order, CMS, through CMMI, published the final ESRD
Treatment Choices mandatory payment model (ETC). The ETC launched on January 1, 2021, and will be administered through
CMMI and in approximately 30% of dialysis clinics across the country.
On November 9, 2020, CMS issued a final rule to update the ESRD PPS payment rate and policies. Among other things,
the rule provided for the inclusion of calcimimetics in the ESRD bundled payment as described above; specified TDAPAs for
certain new renal dialysis drugs and biological products; and amended the reporting measures in the ESRD QIP. CMS estimates
that the overall impact of the final rule will increase ESRD facilities’ average reimbursement by 1.6% in 2021.
As a result of the Budget Control Act of 2011 (BCA) and subsequent activity in Congress, a $1.2 trillion sequester
(across-the-board spending cuts) in discretionary programs took effect in 2013 reducing Medicare payments by 2%, which was
subsequently extended through fiscal year 2027. The CARES Act that was signed into law on March 27, 2020 included a
provision that suspended the 2% Medicare sequestration from May 1, 2020 through December 31, 2020, and the Consolidated
Appropriations Act, 2021 signed into law on December 27, 2020 extended the suspension of the 2% Medicare sequestration
until March 31, 2021. In the year ended December 31, 2020, our revenues increased due to this suspension and we estimate that
this suspension will increase our revenues while it remains in effect. When the temporary suspension is no longer in effect the
across-the-board spending cuts of the BCA will continue to adversely affect our business, results of operations, financial
condition and cash flows.
ESRD patients receiving dialysis services become eligible for primary Medicare coverage at various times, depending on
their age or disability status, as well as whether they are covered by a commercial insurance plan. Generally, for a patient not
covered by a commercial insurance plan, Medicare becomes the primary payor for ESRD patients receiving dialysis services
either immediately or after a three-month waiting period. For a patient covered by a commercial insurance plan, Medicare
generally becomes the primary payor after 33 months, which includes the three-month waiting period, or earlier if the patient’s
commercial insurance plan coverage terminates. When Medicare becomes the primary payor, the payment rates we receive for
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that patient shift from the commercial insurance plan rates to Medicare payment rates, which are on average significantly lower
than commercial insurance rates.
Medicare pays 80% of the amount set by the Medicare system for each covered dialysis treatment. The patient is
responsible for the remaining 20%. In most cases, a secondary payor, such as Medicare supplemental insurance, a state
Medicaid program or a commercial health plan, covers all or part of these balances. Some patients who do not qualify for
Medicaid, but otherwise cannot afford secondary insurance in the form of a Medicare Supplement Plan, can apply for premium
payment assistance from charitable organizations to obtain secondary coverage. If a patient does not have secondary insurance
coverage, we are generally unsuccessful in our efforts to collect from the patient the remaining 20% portion of the ESRD
composite rate that Medicare does not pay. However, we are able to recover some portion of this unpaid patient balance from
Medicare through an established cost reporting process by identifying these Medicare bad debts on each center’s Medicare cost
report.
In recent years, federal legislative and executive action has been focused on developing new models of kidney care for
Medicare beneficiaries. For additional detail on these and other developments in models of care, see the discussion below under
the heading “—New models of care and Medicare and Medicaid program reforms.”
Medicare Advantage revenue
Medicare Advantage (MA, managed Medicare or Medicare Part C) plans are offered by private health insurers who
contract with CMS to provide their members with Medicare Part A, Part B and/or Part D benefits. These MA plans include
health maintenance organizations, preferred provider organizations, private fee-for-service organizations, special needs plans
(SNPs) or Medicare medical savings account plans. The 21st Century Cures Act (the Cures Act) included a provision that,
effective January 1, 2021, allows Medicare-eligible beneficiaries with ESRD to choose coverage under an MA plan. Prior to the
Cures Act, MA plans were only available to ESRD patients if the patient was remaining on an MA plan that they had enrolled
in prior to being diagnosed with ESRD, or in certain other limited situations such as a SNP. As a result, this provision under the
Cures Act could broaden access for Medicare ESRD patients to certain enhanced benefits offered by MA plans. MA plans
usually provide reimbursement to us at a negotiated rate that is generally higher than Medicare FFS rates.
Medicaid revenue
Medicaid programs are state-administered programs partially funded by the federal government. These programs are
intended to provide health coverage for patients whose income and assets fall below state-defined levels and who are otherwise
uninsured. These programs also serve as supplemental insurance programs for co-insurance payments due from Medicaid-
eligible patients with primary coverage under the Medicare program. Some Medicaid programs also pay for additional services,
including some oral medications that are not covered by Medicare. We are enrolled in the Medicaid programs in the states in
which we conduct our business.
Commercial revenue
Before a patient becomes eligible to elect to have Medicare as their primary payor for dialysis services, a patient’s
commercial insurance plan, if any, is generally responsible for payment of such dialysis services for up to the first 33 months,
as discussed above. Although commercial payment rates vary, average commercial payment rates established under commercial
contracts are generally significantly higher than Medicare rates. The payments we receive from commercial payors generate
nearly all of our profits and all of our non-hospital dialysis profits come from commercial payors. Payment methods from
commercial payors can include a single lump-sum per treatment, referred to as bundled rates, or in other cases separate
payments for dialysis treatments and pharmaceuticals, if used as part of the treatment, referred to as FFS rates. Commercial
payment rates are the result of negotiations between us and insurers or third-party administrators. Our out-of-network payment
rates are on average higher than in-network commercial contract payment rates. Some of our commercial contracts pay us under
a single bundled payment rate for all dialysis services provided to covered patients. However, some of our commercial contracts
also pay us for certain other services and pharmaceuticals in addition to the bundled payment. Our commercial contracts
typically contain annual price escalator provisions.
Approximately 25% of our U.S. dialysis patient services revenues and approximately 10% of our U.S. dialysis patients
are associated with non-hospital commercial payors for the year ended December 31, 2020. Non-hospital commercial patients
as a percentage of our total U.S. dialysis patients for 2020 were relatively flat compared to 2019. Less than 1% of our U.S.
dialysis revenues are due directly from patients. There is no single commercial payor that accounted for more than 10% of total
U.S. dialysis revenues for the year ended December 31, 2020. See Note 2 to the consolidated financial statements included in
this report for disclosure on our concentration related to our commercial payors on a total consolidated revenue basis.
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Both the number of our patients under commercial plans and the rates under these commercial plans are subject to
change based on a number of factors. These factors include, among others, a highly competitive rate environment that shapes
our ongoing negotiations with commercial payors; changes in commercial plan design; and the health of the U.S. economy
including the continuing impact of COVID-19 and efforts to contain the virus. In addition, changes in state and federal
legislation, regulations, rules, laws, guidance or other requirements may impact the availability and scope of commercial
insurance, including, among others, developments that impact the healthcare exchanges introduced by the Patient Protection
and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (Affordable Care
Act (ACA)) and commercial payor participation in that marketplace as well as developments that impact the availability of
charitable premium assistance. For additional detail on the potential impact of these factors on our commercial revenue, see the
risk factors in Item 1A Risk Factors under the headings "Our business is subject to a complex series of governmental laws,
regulations and requirements and any failure to adhere to those requirements, or any changes in those requirements, could
have a material adverse effect on our business, results of operations, financial condition and cash flows, could materially harm
our stock price, and in some circumstances, could materially harm our reputation"; "Changes in federal and state healthcare
legislation or regulations could have a material adverse effect on our business, results of operations, financial condition and
cash flows"; "We continuously have ongoing negotiations with commercial payors, and if the average rates that commercial
payors pay us decline significantly, if patients in commercial plans are subject to restriction in plan designs or if we are unable
to maintain contracts with payors with competitive terms, including, without limitation, reimbursement rates, scope and
duration of coverage and in-network benefits, it would have a material adverse effect on our business, results of operations,
financial condition and cash flows"; "If the number or percentage of patients with higher-paying commercial insurance
declines, it could have a material adverse effect on our business, results of operations, financial condition and cash flows"; and
"We face various risks related to the dynamic and evolving novel coronavirus pandemic, any of which may have a material
adverse impact on us."
Revenue from other pharmaceuticals
Effective January 1, 2018, both oral and intravenous forms of calcimimetics became the financial responsibility of our
U.S. dialysis business for our Medicare patients and are reimbursed under Medicare Part B. Since the effective date through
December 31, 2020, the oral and intravenous forms of calcimimetics were separately reimbursed through a TDAPA and not as
part of the ESRD PPS bundled payment. These separate reimbursement payments for calcimimetics were subject to change on
an annual basis. During the initial pass-through TDAPA period, Medicare payments were based on a pass-through rate of the
average sales price plus approximately 6% before sequestration (or 4% adjusted for sequestration), and in 2020 they were based
on a pass-through rate of the average sales price plus 0%, before sequestration. As expected, as of January 1, 2021,
calcimimetics was entered into the ESRD PPS bundled payment.
Physician relationships
Joint venture partners
We own and operate certain of our dialysis centers through entities that are structured as joint ventures. We generally
hold controlling interests in these joint ventures, with certain nephrologists, hospitals, management services organizations, and/
or other healthcare providers holding minority equity interests. These joint ventures are typically formed as limited liability
companies. For the year ended December 31, 2020, revenues from joint ventures in which we have a controlling interest
represented approximately 27% of our net U.S. dialysis revenues. We expect to continue to enter into new U.S. dialysis-related
joint ventures in the ordinary course of business.
Community physicians
An ESRD patient generally seeks treatment at an outpatient dialysis center near their home where their treating
nephrologist has practice privileges. Our relationships with local nephrologists and our ability to provide quality dialysis
services and to meet the needs of their patients are key factors in the success of our dialysis operations. Over 5,400
nephrologists currently refer patients to our outpatient dialysis centers.
Medical directors
Participation in the Medicare ESRD program requires that dialysis services at an outpatient dialysis center be under the
general supervision of a medical director. Per these requirements, this individual is usually a board certified nephrologist. We
have engaged physicians or groups of physicians to serve as medical directors for each of our outpatient dialysis centers. At
some outpatient dialysis centers, we also separately contract with one or more other physicians or groups to serve as assistant or
associate medical directors over other modalities such as home dialysis. We have over 1,000 individual physicians and
physician groups under contract to provide medical director services.
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Medical directors for our dialysis centers enter into written contracts with us that specify their duties and fix their
compensation generally for periods of ten years. The compensation of our medical directors is the result of arm’s length
negotiations, consistent with fair market value, and generally depends upon an analysis of various factors such as the
physician’s duties, responsibilities, professional qualifications and experience, as well as the time and effort required to provide
such services.
Our medical director contracts and joint venture operating agreements generally include covenants not to compete or
own interests in other competing outpatient dialysis centers within a defined geographic area for various time periods, as
applicable. These non-compete agreements do not restrict or limit the physicians from practicing medicine or prohibit the
physicians from referring patients to any outpatient dialysis center, including competing centers.
Location of our U.S. dialysis centers
As of December 31, 2020, we operated or provided administrative services to a total of 2,816 U.S. outpatient dialysis
centers. A total of 2,763 of such centers are consolidated in our financial statements. Of the remaining 53 non-consolidated U.S.
outpatient dialysis centers, we own a noncontrolling interest in 50 centers and provide management and administrative services
to three centers that are wholly-owned by third parties. The locations of the 2,763 U.S. outpatient dialysis centers consolidated
in our financial statements at December 31, 2020, were as follows:
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Ancillary services and strategic initiatives, including our international operations
Our ancillary services and strategic initiatives relate primarily to our core business of providing kidney care services
and, as of December 31, 2020, consisted primarily of integrated kidney care, physician services, ESCO joint ventures (ESCO
JVs), and clinical research programs, as well as our international operations.
Ancillary Services and Strategic Initiatives
We have made and continue to make investments in building our integrated care capabilities, including the operation of
certain strategic business initiatives that are intended to integrate care amongst healthcare participants across the renal care
continuum from chronic kidney disease (CKD) to ESRD to kidney transplant. Through improved technology and data sharing,
as well as an increasing focus on value-based contracting and care, these initiatives seek to bring together physicians, nurses,
dieticians, pharmacists, hospitals, dialysis clinics, transplant centers and payors with a view towards improving clinical
outcomes for our patients and reducing the overall cost of comprehensive kidney care.
•
•
•
•
Integrated Kidney Care services. VillageHealth DM, LLC, also doing business as DaVita Integrated Kidney Care
(DaVita IKC), provides advanced integrated care management services to health plans and government programs for
members/beneficiaries diagnosed with ESRD, chronic kidney disease, and/or poly-comorbid conditions. Through a
combination of clinical coordination, innovative interventions, predictive analytics, medical claims analysis and
information technology, we endeavor to assist our customers and patients in obtaining superior renal healthcare and
improved clinical outcomes, as well as helping to reduce overall medical costs. Integrated kidney care management
revenues from commercial and Medicare Advantage insurers can be based upon either an established contract fee
recognized as earned over the contract period, or related to the operation of value-based programs, including pay for
performance, shared savings, and capitation contracts. DaVita IKC also contracts with payors to operate Medicare
Advantage ESRD Special Needs Plans to provide ESRD patients full service healthcare. We are at risk for all
medical costs of the program in excess of the capitation payments. DaVita IKC supports our ESCO joint ventures,
and more recently has been provisionally accepted to participate in one of the voluntary payment models
administered by CMMI.
Physician services. Nephrology Practice Solutions (NPS) is an independent business that partners with physicians
committed to providing outstanding clinical and integrated care to patients. NPS provides nephrologist recruitment
and staffing services in select markets which are billed on a per search basis. NPS also offers physician practice
management services to nephrologists under administrative services agreements. These services include physician
practice management, billing and collections, credentialing, coding, and other support services that enable physician
practices to increase efficiency and manage their administrative needs. Additionally, NPS owns and operates
nephrology practices in multiple states. Fees generated from these services are recognized as earned typically based
upon flat fees or cash collections generated by the physician practice.
ESCO JVs. Certain of our dialysis clinics have entered into partnerships with various nephrology practices, health
systems, and other providers to establish three ESCO JVs in Phoenix-Tucson Arizona, South Florida, and
Philadelphia Pennsylvania-Camden, New Jersey. The ESCO JVs were formed under the CMS Innovation Center’s
CEC Model, a demonstration to assess the impact of care coordination for ESRD patients in a dialysis-center
oriented ACO setting. Each ESCO JV has a shared risk arrangement with CMS and the programs are evaluated on a
performance year basis. The delivery of improved quality outcomes for patients and program savings depend on the
contributions of the dialysis center teammates, nephrologists, health system and hospital partners, pharmacy
providers, other primary care and specialty care providers and facilities, and integrated care management support
from DaVita IKC, which is also the manager of the ESCO JVs. The CEC Model ended the South Florida ESCO JV
program on December 31, 2020, while the Phoenix-Tucson Arizona and Philadelphia Pennsylvania-Camden, New
Jersey programs are scheduled to end on March 31, 2021.
Clinical research programs. DaVita Clinical Research (DCR) is a provider-based specialty clinical research
organization with a full spectrum of services for clinical drug research and device development. DCR uses its
extensive, applied database and real-world healthcare experience to assist in the design, recruitment and completion
of retrospective and prospective pragmatic and clinical trials. Revenues are based upon an established fee per study,
as determined by contract with drug companies and other sponsors and are recognized as earned according to the
contract terms.
For additional discussion of our ancillary services and strategic initiatives, see Item 7, "Management’s Discussion and
Analysis of Financial Condition and Results of Operations".
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International dialysis operations
As of December 31, 2020, we operated or provided administrative services to a total of 321 outpatient dialysis centers,
which includes consolidated and nonconsolidated centers located in ten countries outside of the U.S., serving approximately
36,200 patients. Our international dialysis operations have continued to grow steadily and expand as a result of acquiring and
developing outpatient dialysis centers in various strategic markets. Our international operations are included as part of our
ancillary services and strategic initiatives.
The locations of our international outpatient dialysis centers are as follows:
Brazil
Poland
Germany
Malaysia(1)
Colombia
Saudi Arabia
United Kingdom
Portugal
Singapore(1)
China(1)
69
68
59
39
28
23
21
9
3
2
321
(1) Includes centers that are operated or managed by our Asia Pacific joint venture (APAC JV).
Corporate administrative support
Corporate administrative support consists primarily of labor, benefits and long-term incentive compensation costs for
departments which provide support to all of our different operating lines of business. These expenses are included in our
consolidated general and administrative expenses.
Government regulation
We operate in a complex regulatory environment with an extensive and evolving set of federal, state and local
governmental laws, regulations and other requirements. These laws, regulations and other requirements are promulgated and
overseen by a number of different legislative, regulatory, administrative and quasi-regulatory bodies, each of which may have
varying interpretations, judgments or related guidance. As such, we utilize considerable resources on an ongoing basis to
monitor, assess and respond to applicable legislative, regulatory and administrative requirements, but there is no guarantee that
we will be successful in our efforts to adhere to all of these requirements. Additional discussion on certain of these laws,
regulations and other requirements is set forth below in this section.
The foregoing are each themselves comprised of numerous associated regulations or other requirements that have
varying levels of impact on our business. If any of our personnel, representatives or operations are found to violate these laws,
regulations or other requirements, we could suffer severe consequences that would have a material adverse effect on our
business, results of operations, financial condition and cash flows, and could materially harm our reputation and stock price,
including, among others:
•
•
•
•
•
Loss of required certifications, suspension or exclusion from or termination of our participation in government
programs (including Medicare, Medicaid and CMMI demonstration programs);
Refunds of amounts received in violation of law or applicable payment program requirements dating back to the
applicable statute of limitation periods;
Loss of licenses required to operate healthcare facilities or administer pharmaceuticals in the states in which we
operate;
Reductions in payment rates or coverage for dialysis and ancillary services and pharmaceuticals;
Criminal or civil liability, fines, damages or monetary penalties, which could be material and/or could materially
harm our reputation or stock price;
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•
•
Imposition of corporate integrity agreements or consent agreements;
Enforcement actions, investigations, or audits by governmental agencies and/or state law claims for monetary
damages by patients who believe their protected health information (PHI) has been used, disclosed or not properly
safeguarded in violation of federal or state patient privacy laws, including, among others, the Health Insurance
Portability and Accountability Act of 1996 (HIPAA) and the Privacy Act of 1974;
• Mandated changes to our practices or procedures that significantly increase operating expenses that could subject us
to ongoing audits and reporting requirements as well as increased scrutiny of our billing and business practices,
which could lead to potential fines, among other things;
•
•
Termination of various relationships and/or contracts related to our business, such as joint venture arrangements,
medical director agreements, real estate leases and consulting agreements with physicians; and
Harm to our reputation which could negatively impact our business relationships and stock price, affect our ability to
attract and retain patients, physicians and teammates, affect our ability to obtain financing and decrease access to
new business opportunities, among other things.
We expect that our industry will continue to be subject to extensive and complex regulation, the scope and effect of
which are difficult to predict. We are currently subject to various legal proceedings, such as lawsuits, investigations, audits and
inquiries by various government and regulatory agencies, as further described in Note 16 to the consolidated financial
statements, and our operations and activities could be reviewed or challenged by regulatory authorities at any time in the future.
For additional detail on risks related to each of the foregoing, see the discussion in Item 1A. Risk Factors under the headings,
"Our business is subject to a complex set of governmental laws, regulations and other requirements and any failure to adhere
to those requirements, or any changes in those requirements, could have a material adverse effect on our business, results of
operations, financial condition and cash flows, could materially harm stock price, and in some circumstances, could materially
harm our reputation"; and "We are, and may in the future be, a party to various lawsuits, demands, claims, qui tam suits,
governmental investigations and audits and other legal matters, any of which could result in, among other things, substantial
financial penalties or awards against us, mandated refunds, substantial payments made by us, required changes to our business
practices, exclusion from future participation in Medicare, Medicaid and other healthcare programs and possible criminal
penalties, any of which could have a material adverse effect on our business, results of operations, financial condition, cash
flows, reputation and stock price."
Licensure and Certification
Our dialysis centers are certified by CMS, as required for the receipt of Medicare payments. Certain of our payor
contracts also condition payment on Medicare certification. In some states, our outpatient dialysis centers also are required to
secure additional state licenses and permits. Governmental authorities, primarily state departments of health, periodically
inspect our centers to determine if we satisfy applicable federal and state standards and requirements, including the conditions
for coverage in the Medicare ESRD program.
We have experienced some delays in obtaining Medicare certifications from CMS, though recent changes by CMS in the
prioritizing of dialysis providers as well as legislation allowing private entities to perform initial dialysis facility surveys for
certification has helped to decrease or limit certain delays.
In addition, in November 2019, CMS finalized updates to the Provider Enrollment Rule creating onerous disclosure
obligations for all providers enrolled in Medicare, Medicaid and the Children’s Health Insurance Plan (CHIP). The final rule
implements greater revocation authority and increases the bar for re-enrollment for providers who are terminated from the
Medicare program. It also institutes penalties for providers who submit incomplete or inaccurate information or who have
affiliations with other providers that CMS has determined pose undue risk of fraud, waste or abuse. If we fail to comply with
these and other applicable requirements on our licensure and certification programs, particularly in light of increased penalties
that include a 10-year bar to re-enrollment, under certain circumstances it could have a material adverse impact on our business,
results of operations, financial condition, cash flows and reputation.
Federal Anti-Kickback Statute
The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or
receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the
purchase, or order or recommendation of, any good or service, for which payment may be made under federal and state
healthcare programs such as Medicare and Medicaid.
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Federal criminal penalties for the violation of the federal Anti-Kickback Statute include imprisonment, fines and
exclusion of the provider from future participation in the federal healthcare programs, including Medicare and Medicaid.
Violations of the federal Anti-Kickback Statute are punishable by imprisonment for up to ten years and fines of up to $100,000
or both. Larger fines can be imposed upon corporations under the provisions of the U.S. Sentencing Guidelines and the
Alternate Fines Statute. Individuals and entities convicted of violating the federal Anti-Kickback Statute are subject to
mandatory exclusion from participation in Medicare, Medicaid and other federal healthcare programs for a minimum of five
years. Civil penalties for violation of this law include up to $100,000 in monetary penalties per violation, repayments of up to
three times the total payments between the parties to the arrangement and suspension from future participation in Medicare and
Medicaid. Court decisions have held that the statute may be violated even if only one purpose of remuneration is to induce
referrals. The ACA amended the federal Anti-Kickback Statute to clarify the intent that is required to prove a violation. Under
the statute as amended, the defendant may not need to have actual knowledge of the federal Anti-Kickback Statute or have the
specific intent to violate it. In addition, the ACA amended the federal Anti-Kickback Statute to provide that any claims for
items or services resulting from a violation of the federal Anti-Kickback Statute are considered false or fraudulent for purposes
of the False Claims Act (FCA).
The federal Anti-Kickback Statute includes statutory exceptions and regulatory safe harbors that protect certain
arrangements. Business transactions and arrangements that are structured to comply fully with an applicable safe harbor do not
violate the federal Anti-Kickback Statute. Transactions and arrangements that do not satisfy all elements of a relevant safe
harbor do not necessarily violate the law. When an arrangement does not satisfy a safe harbor, the arrangement must be
evaluated on a case-by-case basis in light of the parties’ intent and the arrangement’s potential for abuse. Arrangements that do
not satisfy a safe harbor may be subject to greater scrutiny by enforcement agencies.
On November 20, 2020, HHS' Office of Inspector General (OIG) and CMS released a final rule implementing
modifications to the Federal Anti-Kickback Statute and Civil Monetary Penalties Statute that are intended to promote value-
based and coordinated care arrangements as well as reduce other regulatory burdens. The changes implemented by the final
rules went into effect on January 19, 2021. We continue to assess the anticipated impact of these modifications on our business,
results of operations and financial condition.
DaVita and its subsidiaries enter into several arrangements with physicians and other potential referral sources, that
potentially implicate the Anti-Kickback Statute, such as:
Medical director agreements. Because our medical directors may refer patients to our dialysis centers, our arrangements
with these physicians are designed to substantially comply with the safe harbor for personal service arrangements. Although we
endeavor to structure the Medical Director Agreements we enter into with physicians to substantially comply with the safe
harbor for personal service arrangements, including the requirement that compensation be consistent with fair market value, the
safe harbor requires that when services are provided on a part-time basis, the agreement must specify the schedule of intervals
of services, and their precise length and the exact charge for such services. Because of the nature of our medical directors’
duties, it is impossible to fully satisfy this technical element of the safe harbor. As a result, these arrangements could be subject
to scrutiny since they do not expressly describe the schedule of part-time services to be provided under the arrangement.
Joint ventures. As noted above, we own a controlling interest in numerous U.S. dialysis related joint ventures. Our
internal policies, procedures, and template agreements were developed and are utilized for compliance with the Anti-Kickback
Statute. However, we recognize that at times these joint ventures do not fully satisfy all of the requirements of the safe harbor
for investments in small entities. Although failure to comply with a safe harbor does not render an arrangement illegal under the
federal Anti-Kickback Statute, an arrangement that does not operate within a safe harbor may be subject to scrutiny by both
federal and state government enforcement agencies including the OIG and the Department of Justice (DOJ). Joint ventures that
fall outside the safe harbors are evaluated on a case-by-case basis under the federal Anti-Kickback Statute.
Lease arrangements. We lease space from entities in which physicians, hospitals or medical groups hold ownership
interests, and we sublease space to referring physicians. We endeavor to structure these arrangements to comply with the
federal Anti-Kickback Statute safe harbor for space rentals in all material respects.
Consulting agreements. From time to time, we enter into consulting agreements with physicians. Engaged physicians
provide services including providing input on processes, services and protocols as well as providing education on assorted
topics. We endeavor to structure these arrangements to comply with the federal Anti-Kickback Statute safe harbor for personal
services in all material respects.
Employment and coverage agreements. Our subsidiary Nephrology Practice Solutions and its affiliated entities employs
and contracts with physicians and Advanced Practice Providers to provide administrative and clinical services. We endeavor to
structure these arrangements to comply with the federal Anti-Kickback Statute safe harbor for employment and personal
services in all material respects.
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Common stock. Some referring physicians may own our common stock. We believe that these interests materially satisfy
the requirements of the Anti-Kickback Statute safe harbor for investments in large publicly traded companies.
Discounts. Our dialysis centers and subsidiaries sometimes acquire certain items and services at a discount that may be
reimbursed by a federal healthcare program. We endeavor to structure our vendor contracts that include discount or rebate
provisions to comply with the federal Anti-Kickback Statute safe harbor for discounts.
If any of our business transactions or arrangements, including those described above, were found to violate the federal
Anti-Kickback Statute, we, among other things, could face criminal, civil or administrative sanctions, including possible
exclusion from participation in Medicare, Medicaid and other state and federal healthcare programs. Any findings that we have
violated these laws could have a material adverse impact on our business, results of operations, financial condition, cash flows,
reputation and stock price.
Stark Law
The Stark Law prohibits a physician who has a financial relationship, or who has an immediate family member who has
a financial relationship, with entities providing Designated Health Services (DHS), from referring Medicare and Medicaid
patients to such entities for the furnishing of DHS, unless an exception applies. DHS is defined to mean any of the following
enumerated items or services; clinical laboratory services; physical therapy services; occupational therapy services; radiology
services, including magnetic resonance imaging, computerized axial tomography scans, and ultrasound services; radiation
therapy services and supplies; durable medical equipment and supplies; parenteral and enteral nutrients, equipment, and
supplies; prosthetics, orthotics and prosthetic devices and supplies; home health services; outpatient prescription drugs;
inpatient and outpatient hospital services; and outpatient speech-language pathology services. The types of financial
arrangements between a physician and a DHS entity that trigger the self-referral prohibitions of the Stark Law are broad and
include direct and indirect ownership and investment interests and compensation arrangements. The Stark Law also prohibits
the DHS entity receiving a prohibited referral from presenting, or causing to be presented, a claim or billing for the services
arising out of the prohibited referral. The prohibition applies regardless of the reasons for the financial relationship and the
referral; unlike the federal Anti-Kickback Statute, intent to induce referrals is not required. If the Stark Law is implicated, the
financial relationship must fully satisfy a Stark Law exception. If an exception is not satisfied, then the parties to the
arrangement could be subject to sanctions. Sanctions for violation of the Stark Law include denial of payment for claims for
services provided in violation of the prohibition, refunds of amounts collected in violation of the prohibition, a civil penalty of
up to $15,000 for each service arising out of the prohibited referral, a civil penalty of up to $100,000 against parties that enter
into a scheme to circumvent the Stark Law prohibition, civil assessment of up to three times the amount claimed, and potential
exclusion from the federal healthcare programs, including Medicare and Medicaid. Amounts collected for prohibited claims
must be reported and refunded generally within 60 days after the date on which the overpayment was identified. Furthermore,
Stark Law violations and failure to return overpayments timely can form the basis for FCA liability as discussed below.
The definition of DHS under the Stark Law excludes services paid under a composite rate, even if some of the
components bundled in the composite rate are DHS. Although the ESRD bundled payment system is no longer titled a
composite rate, we believe that the former composite rate payment system and the current bundled system are both composite
systems excluded from the Stark Law. Since most services furnished to Medicare beneficiaries provided in our dialysis centers
are reimbursed through a bundled rate, the services performed in our facilities generally are not DHS, and the Stark Law
referral prohibition does not apply to those services. Certain separately billable drugs (drugs furnished to an ESRD patient that
are not for the treatment of ESRD that CMS allows our centers to bill for using the so-called AY modifier) may be considered
DHS. However, we have implemented certain billing controls designed to limit DHS being billed out of our dialysis clinics.
Likewise, the definition of inpatient hospital services, for purposes of the Stark Law, also excludes inpatient dialysis performed
in hospitals that are not certified to provide ESRD services. Consequently, our arrangements with such hospitals for the
provision of dialysis services to hospital inpatients do not trigger the Stark Law referral prohibition.
In addition, although prescription drugs are DHS, there is an exception in the Stark Law for calcimimetics, EPO and
other specifically enumerated dialysis drugs when furnished in or by an ESRD facility such that the arrangement for the
furnishing of the drugs does not violate the Stark Law.
We have entered into several types of financial relationships with referring physicians, including compensation
arrangements. If our dialysis centers were to bill for a non-exempted drug and the financial relationships with the referring
physician did not satisfy an exception, we could be required to change our practices, face civil penalties, pay substantial fines,
return certain payments received from Medicare and beneficiaries or otherwise experience a material adverse effect as a result
of a challenge to payments made pursuant to referrals from these physicians under the Stark Law. Additionally, certain of our
subsidiaries, were they to bill DHS, would implicate the Stark Law. As such we endeavor to structure arrangements with
relevant physicians to fit within the existing exceptions to the Stark Law. If we were to fail to satisfy an applicable exception,
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we could similarly be required to change practices, face penalties and fines, return certain payments or otherwise face adverse
consequences.
On December 2, 2020, CMS released a final rule implementing modifications to the Stark Law. The purpose of these
modifications is to promote value-based and coordinated care arrangements as well as reduce other regulatory burdens. The
changes implemented by the final rules went into effect on January 19, 2021. We continue to assess the anticipated impact of
these modifications on our business, results of operations and financial condition.
Medical director agreements. We endeavor to structure our medical director agreements to satisfy the personal services
arrangement exception to the Stark Law. While we believe that the compensation provisions included in our medical director
agreements are the result of arm’s length negotiations and result in fair market value payments for medical director services, an
enforcement agency could nevertheless challenge the level of compensation that we pay our medical directors.
Lease agreements. We lease space from entities in which referring physicians hold interests and we sublease space to
referring physicians at some of our dialysis centers. The Stark Law provides an exception for lease arrangements if specific
requirements are met. We endeavor to structure our leases and subleases with referring physicians to satisfy the requirements
for this exception.
Consulting agreements. From time to time, we enter into consulting agreements with physicians. Engaged physicians
provide services including providing input on processes, services and protocols as well as providing education on assorted
topics. We endeavor to structure these arrangements to comply with the Stark Law exception for personal services.
Employment agreements. We employ physicians to provide administrative and clinical services. We endeavor to
structure these arrangements to comply with the relevant Stark Law exceptions.
Common stock. Some referring physicians may own our common stock. We believe that these interests satisfy the Stark
Law exception for investments in large publicly traded companies.
Joint ventures. Some of our referring physicians also own equity interests in entities that operate our dialysis centers and
subsidiaries. We believe that none of the Stark Law exceptions applicable to physician ownership interests in entities to which
they make DHS referrals apply to the kinds of ownership arrangements that referring physicians hold in several of our
subsidiaries that operate dialysis centers. Accordingly, these dialysis centers do not bill Medicare for DHS, if any, when
provided based on the referral from any physician owners. If the dialysis centers bill for DHS referred by physician owners, the
dialysis centers or subsidiaries could be subject to the Stark Law penalties described above unless a relevant exception to the
Stark Law applies.
Ancillary services. The operations of our ancillary and subsidiary businesses are also subject to compliance with the
Stark Law, and any failure to comply with these requirements, particularly in light of the strict liability nature of the Stark Law,
could subject these operations to the Stark Law penalties and sanctions described above.
If CMS or other regulatory or enforcement authorities determined that we have submitted claims in violation of the Stark
Law, or otherwise violated the Stark Law, we would be subject to the penalties described above. In addition, it might be
necessary to restructure existing compensation agreements with our medical directors and to repurchase or to request the sale of
ownership interests in subsidiaries and partnerships held by referring physicians or, alternatively, to refuse to accept referrals
for DHS from these physicians, or take other actions to modify our operations. Any such penalties and restructuring or other
required actions could have a material adverse effect on our business, results of operations, financial condition, cash flows,
stock price and reputation.
Fraud and abuse under state law
Some states in which we operate dialysis centers have laws prohibiting physicians from holding financial interests in
various types of medical facilities to which they refer patients. Some of these laws could potentially be interpreted broadly as
prohibiting physicians who hold shares of our publicly traded stock or are physician owners from referring patients to our
dialysis centers if the centers use our laboratory subsidiary to perform laboratory services for their patients or do not otherwise
satisfy an exception to the law. States also have laws similar to or stricter than the federal Anti-Kickback Statute that may affect
our ability to receive referrals from physicians with whom we have financial relationships, such as our medical directors. Some
state anti-kickback laws also include civil and criminal penalties. Some of these laws include exemptions that may be applicable
to our medical directors and other physician relationships or for financial interests limited to shares of publicly traded stock.
Some, however, may include no explicit exemption for certain types of agreements and/or relationships entered into with
physicians. If these laws are interpreted to apply to referring physicians with whom we contract for medical director and similar
services, to referring physicians with whom we hold joint ownership interests or to referring physicians who hold interests in
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DaVita Inc. limited solely to our publicly traded stock, and for which no applicable exception exists, we may be required to
terminate or restructure our relationships with or refuse referrals from these referring physicians and could be subject to
criminal, civil and administrative sanctions, refund requirements and exclusions from government healthcare programs,
including Medicare and Medicaid, which could have a material adverse effect on our business, results of operations, financial
condition, cash flows, reputation and stock price.
Corporate Practice of Medicine and Fee-Splitting
There are states in which we operate that have laws that prohibit business entities, such as our Company and our
subsidiaries, from practicing medicine, employing physicians to practice medicine or exercising control over medical decisions
by physicians (known collectively as the corporate practice of medicine). These states also prohibit entities from engaging in
certain financial arrangements, such as fee-splitting, with physicians. In some states these prohibitions are expressly stated in a
statute or regulation, while in other states the prohibition is a matter of judicial or regulatory interpretation. Violations of the
corporate practice of medicine vary by state and may result in physicians being subject to disciplinary action, as well as to
forfeiture of revenues from payors for services rendered. For lay entities, violations may also bring both civil and, in more
extreme cases, criminal liability for engaging in medical practice without a license. Some of the relevant laws, regulations, and
agency interpretations in states with corporate practice of medicine restrictions have been subject to limited judicial and
regulatory interpretation. Moreover, state laws are subject to change.
False Claims Act
The federal FCA is a means of policing false bills or false requests for payment in the healthcare delivery system. In part,
the FCA authorizes the imposition of up to three times the government’s damages and civil penalties on any person who,
among other acts:
•
•
•
•
Knowingly presents or causes to be presented to the federal government, a false or fraudulent claim for payment or
approval;
Knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent
claim;
Knowingly makes, uses, or causes to be made or used, a false record or statement material to an obligation to pay the
government, or knowingly conceals or knowingly and improperly, avoids or decreases an obligation to pay or
transmit money or property to the federal government; or
Conspires to commit the above acts.
In addition, amendments to the FCA impose severe penalties for the knowing and improper retention of overpayments
collected from government payors. Under these provisions, within 60 days of identifying and quantifying an overpayment, a
provider is required to follow certain notification and repayment processes. An overpayment impermissibly retained could
subject us to liability under the FCA, exclusion from government healthcare programs, and penalties under the federal Civil
Monetary Penalty statute. As a result of these provisions, our procedures for identifying and processing overpayments may be
subject to greater scrutiny.
On June 19, 2020, the DOJ issued a final rule announcing penalties for a violation of the FCA ranging from $11,665 to
$23,331 for each false claim, plus up to three times the amount of damages caused by each false claim, which can be as much as
the amounts received directly or indirectly from the government for each such false claim. The federal government has used the
FCA to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against Medicare and state healthcare
programs, including coding errors, billing for services not rendered, the submission of false cost reports, billing for services at a
higher payment rate than appropriate, billing under a comprehensive code as well as under one or more component codes
included in the comprehensive code and billing for care that is not considered medically necessary. The ACA provides that
claims tainted by a violation of the federal Anti-Kickback Statute are false for purposes of the FCA. Some courts have held that
filing claims or failing to refund amounts collected in violation of the Stark Law can form the basis for liability under the FCA.
In addition to the provisions of the FCA, which provide for civil enforcement, the federal government can use several criminal
statutes to prosecute persons who are alleged to have submitted false or fraudulent claims for payment to the federal
government.
Civil Monetary Penalties Statute
The Civil Monetary Penalties Statute, 42 U.S.C. § 1320a-7a, authorizes the imposition of civil money penalties,
assessments, and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited
to:
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•
•
•
•
Presenting, or causing to be presented, claims for payment to Medicare, Medicaid, or other third-party payors that
the individual or entity knows or should know are for an item or service that was not provided as claimed or is false
or fraudulent;
Offering remuneration to a Federal healthcare program beneficiary that the individual or entity knows or should
know is likely to influence the beneficiary to order or receive healthcare items or services form a particular provider;
Arranging contracts with an entity or individual excluded from participation in the Federal healthcare programs;
Violating the federal Anti-Kickback Statute;
• Making, using, or causing to be made or used, a false record or statement material to a false or fraudulent claim for
payment for items and services furnished under a Federal healthcare program;
• Making, using, or causing to be made any false statement, omission, or misrepresentation of a material fact in any
application, bid, or contract to participate or enroll as a provider of services or a supplier under a Federal healthcare
program; and
•
Failing to report and return an overpayment owed to the federal government.
Substantial civil monetary penalties may be imposed under the federal Civil Monetary Penalty Statute and vary,
depending on the underlying violation. In addition, an assessment of not more than three times the total amount claimed for
each item or service may also apply, and a violator may be subject to exclusion from Federal and state healthcare programs.
Foreign Corrupt Practices Act
We are subject to the provisions of the Foreign Corrupt Practices Act (FCPA) in the United States and similar laws in
other countries, which generally prohibit companies and those acting on their behalf from making improper payments to foreign
government officials for the purpose of obtaining or retaining business. A violation of the FCPA by us and/or our agents or
representatives could result in, among other things, the imposition of fines and penalties, changes to our business practices, the
termination of our contracts or debarment from bidding on contracts, and/or harm to our reputation, any of which could have a
material adverse effect on our business, results of operations, financial condition and cash flows.
Privacy and Security
The Health Insurance Portability and Accountability Act of 1996 and its implementing privacy and security regulations,
as amended by the federal Health Information Technology for Economic and Clinical Health Act (HITECH Act), (collectively
referred to as HIPAA), require us to provide certain protections to patients and their health information. The HIPAA privacy
and security regulations extensively regulate the use and disclosure of PHI and require covered entities, which include
healthcare providers, to implement and maintain administrative, physical and technical safeguards to protect the security of
such information. Additional security requirements apply to electronic PHI. These regulations also provide patients with
substantive rights with respect to their health information.
The HIPAA privacy and security regulations also require us to enter into written agreements with certain contractors,
known as business associates, to whom we disclose PHI. Covered entities may be subject to penalties for, among other
activities, failing to enter into a business associate agreement where required by law or as a result of a business associate
violating HIPAA if the business associate is found to be an agent of the covered entity and acting within the scope of the
agency. Business associates are also directly subject to liability under the HIPAA privacy and security regulations. In instances
where we act as a business associate to a covered entity, there is the potential for additional liability beyond our status as a
covered entity.
Covered entities must report breaches of unsecured PHI to affected individuals without unreasonable delay but not to
exceed 60 days of discovery of the breach by a covered entity or its agents. Notification must also be made to the HHS, and, for
breaches of unsecured PHI involving more than 500 residents of a state or jurisdiction, to the media. All non-permitted uses or
disclosures of unsecured PHI are presumed to be breaches unless the covered entity or business associate establishes that there
is a low probability the information has been compromised. Various state laws and regulations may also require us to notify
affected individuals in the event of a data breach involving individually identifiable information without regard to whether there
is a low probability of the information being compromised.
Penalties for impermissible use or disclosure of PHI were increased by the HITECH Act by imposing tiered penalties of
more than $50,000 per violation and up to $1.5 million per year for identical violations. In addition, HIPAA provides for
criminal penalties of up to $250,000 and ten years in prison, with the severest penalties for obtaining and disclosing PHI with
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the intent to sell, transfer or use such information for commercial advantage, personal gain or malicious harm. Further, state
attorneys general may bring civil actions seeking either injunction or damages in response to violations of the HIPAA privacy
and security regulations that threaten the privacy of state residents.
In addition to the protection of PHI, healthcare companies must meet privacy and security requirements applicable to
other categories of personal information. Companies may process consumer information in conjunction with website and
corporate operations. They may also handle employee information, including Social Security Numbers, payroll information,
and other categories of sensitive information, to further their employment practices. In processing this additional information,
companies must comply with the privacy and security requirements of consumer protection laws, labor and employment laws,
and its publicly-available notices.
Data protection laws are evolving globally, and may add additional compliance costs and legal risks to our international
operations. In Europe, the General Data Protection Regulation (GDPR) became effective on May 25, 2018. The GDPR applies
to entities that are established in the European Union (EU), as well as extends the scope of EU data protection laws to foreign
companies processing data of individuals in the EU. The GDPR imposes a comprehensive data protection regime with the
potential for regulatory fines as well as data breach litigation by impacted data subjects. Under GDPR, regulatory penalties may
be passed by data protection authorities for up to the greater of 4% of worldwide turnover or €20 million. The costs of
compliance with, and other burdens imposed by, the GDPR and other new laws, regulations and policies implementing the
GDPR may impact our European operations and/or limit the ways in which we can provide services or use personal data
collected while providing services. In July 2020, the Court of Justice of the European Union issued an opinion in the Schrems II
case that invalidated the E.U.-U.S. Privacy Shield as a basis for transferring EU personal data to the U.S. The Court upheld
European Commission-approved Standard Contractual Clauses (SCCs) as a basis for transfers of EU personal data to the United
States, but imposed additional compliance burdens on companies to ensure their ability to comply with such contractual
obligations. In October 2020, the U.S. government has issued guidance to companies on how to assess their ability to comply
with transfer obligations, and in November 2020, the European Data Protection Board (EDPB), tasked with overseeing
compliance with the GDPR, published, further to its initial guidance, its recommendations on measures to supplement data
transfer rules to ensure compliance with EEA data protection law. In addition, the European Commission has also published a
draft implementing a decision on new SCCs for the transfer of personal data to third countries which may be a significant task
to put into place given its requirements. These developments add a layer of complexity to compliance efforts around
international data transfers and compliance with the GDPR. If we fail to comply with the requirements of GDPR, we could be
subject to penalties that would have a material adverse impact on our business, results of operations, financial condition and
cash flows.
Data protection laws are also evolving nationally, and may add additional compliance costs and legal risks to our U.S.
operations. For example, the California Consumer Protection Act (CCPA) became effective January 1, 2020 and enforceable by
the California Attorney General on July 1, 2020. The CCPA is a privacy law that requires certain companies doing business in
California to enhance privacy disclosures regarding the collection, use and sharing of a consumer's personal data. The CCPA
grants consumers additional privacy rights that are broader than current Federal privacy rights. The CCPA also permits the
imposition of civil penalties, grants enforcement authority to the state Attorney General and provides a private right of action
for consumers where certain personal information is breached due to unreasonable information security practices. Since its
passage, several other states, including Nevada and Maine, have expanded their state data protection laws, and other states are
considering similar legislation. These laws impose organizational requirements and grant individual rights that are comparable
to those established in the CCPA. Additionally, in November 2020, California voters passed the California Privacy Rights Act
(CPRA). The CPRA, which is expected to take effect on January 2023, significantly expands the data protection obligations
imposed by the CCPA on companies doing business in California, including additional consumer rights processes, limitations
on data uses, and opt outs for certain uses of sensitive data. It also will create a new California data protection agency to enforce
the law, and require certain businesses with higher risk privacy and security practices to submit annual audits to the agency on a
regular basis. The CPRA will likely result in broader increased regulatory scrutiny in California of businesses’ privacy and
security practices, could lead to a further rise in data protection litigation, and will require additional compliance investment
and potential business process changes in the meantime.
In addition to the breach reporting requirements under HIPAA, companies are subject to state breach notification laws.
Each state enforces a law requiring companies to provide notice of a breach of certain categories of sensitive personal
information, e.g. Social Security Number, financial account information, or username and password. A company impacted by a
breach must notify affected individuals, attorney’s general or other agencies within a certain time frame. If a company does not
provide timely notice with the required content, it may be subject to civil penalties brought by attorney’s generals or affected
individuals.
Companies must also safeguard personal information in accordance with federal and state data security laws and
requirements. These requirements are akin to the HIPAA requirements to safeguard PHI, described above. The Federal Trade
Commission, for example, requires companies to implement reasonable data security measures relative to its operations and the
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volume and complexity of the information it processes. Also, various state data security laws require companies to safeguard
data with technical security controls and underlying policies and processes. Due to the constant changes in the data security
space, companies must continuously review and update data security practices to mitigate any potential operational or legal
liabilities stemming from data security risks.
Healthcare reform
In March 2010, broad healthcare reform legislation was enacted in the U.S. through the ACA, but the ACA’s regulatory
framework and other healthcare reforms continue to evolve as a result of executive, legislative, regulatory and administrative
developments and judicial proceedings. There have been multiple attempts to repeal or amend the ACA through legislative
action and legal challenges, and the most recent challenge is currently before the U.S. Supreme Court. A repeal or other
significant change to the ACA could have a material impact on our business if, for example, programs under the ACA were
cancelled, including, among others, Medicaid expansion, CMMI models or the health insurance exchanges. Our revenue and
operating income levels are highly sensitive to the percentage of our patients with higher-paying commercial health insurance
and any legislative, regulatory or other changes that decrease the accessibility and availability, including the duration, of
commercial insurance may have a material adverse impact on our business. In the event the health insurance exchange markets
are significantly impaired as a result of legislative developments or other changes, it may adversely impact the percentage of
our patients with higher-paying commercial health insurance, particularly if patients become unemployed due to factors related
to the COVID-19 pandemic or otherwise and are unable to turn to the exchanges as an alternative to employer-based coverage.
Any changes in legislation, regulation or market conditions in connection with or resulting from the recent elections,
could also impact our business in a number of ways, some of which may be material. For example, proposed legislative
developments or administrative decisions, such as the creation of a public health insurance option similar to Medicare,
government programs that impact access to Medicaid expansion or funding to families to purchase plans through health
insurance exchanges or changes to the eligibility age for Medicare beneficiaries, eliminating the eligibility cap for the advance
premium tax credit (APTC) and enhancing activities aimed at enrolling eligible individuals in Medicaid could impact the
percentage of our patients with higher-paying commercial health insurance, impact the scope of coverage under commercial
health plans and increase our expenses, among other things. Particularly in light of the ongoing COVID-19 pandemic,
considerable uncertainty exists surrounding the continued development of the ACA and related regulations, programs and
models, as well as similar healthcare reform measures and/or other potential changes at the federal and/or state level to laws,
regulations and other requirements that govern our business.
New models of care and Medicare and Medicaid program reforms
As noted above, the 2019 Executive Order directed CMS to create payment models to evaluate the effects of creating
payment incentives for the greater use of home dialysis and kidney transplants for those already on dialysis. CMS, through
CMMI, published the final ETC mandatory payment model on September 18, 2020. The ETC will be administered through
CMMI and launched in approximately 30% of dialysis clinics across the country on January 1, 2021.
In addition, CMS also announced the implementation of four voluntary kidney care payment models with the stated goal
of helping healthcare providers reduce the cost and improve the quality of care for patients with late-stage chronic kidney
disease and ESRD. CMS has stated these payment models are aimed to prevent or delay the need for dialysis and encourage
kidney transplantation. These payment models have a scheduled commencement date of April 2021, though applicants now
have the option to delay implementation until January 2022. Though we have applied for, and been provisionally accepted to
participate in certain of these voluntary models, we continue to assess these models and their viability for us and the industry.
These voluntary models continue CMMI’s prior work with various healthcare providers to develop, refine and implement
ACOs and other innovative models of care for Medicare and Medicaid beneficiaries, including, without limitation, the CEC
Model (which includes the development of ESRD Seamless Care Organizations), the Duals Demonstration, and other models.
We participated in the CEC Model with CMMI, including with organizations in Arizona, Florida, and adjacent markets in New
Jersey and Pennsylvania. The CEC ESCOs Model overall ended in Florida in December 2020, while the Arizona and adjacent
markets in New Jersey and Pennsylvania are scheduled to end in March 2021. We may choose to participate in additional
models either as a partner with other providers or independently. Even in areas where we are not directly participating in these
or other CMMI models, some of our patients may be assigned to an ACO, another ESRD Care Model, or another program, in
which case the quality and cost of care that we furnish will be included in an ACO's, another ESRD Care Model's, or other
program's calculations.
In addition, as to the aforementioned new models of care, federal bipartisan legislation related to full capitation
demonstration for ESRD was introduced in Congress in September 2020 as the BETTER Kidney Care Act. This proposed
legislation, which has not secured introduction in the current Congress, would build on prior coordinated care models, such as
the CEC Model, and would establish a demonstration program for the provision of integrated care to Medicare fee-for-service
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dialysis and transplant patients. We have made and continue to make investments in building our integrated care capabilities,
but there can be no assurances that initiatives such as this or similar legislation will be introduced or passed into law, and the
ongoing COVID-19 pandemic may delay the progress of any such initiatives. If such legislation is passed, there can be no
assurances that we will be able to successfully execute on the required strategic initiatives that would allow us to provide a
competitive and successful integrated care program on the broader scale contemplated by legislation like this, and in the desired
time frame. Additionally, the ultimate terms and conditions of any such potential legislation remain unclear. For example, our
costs of care could exceed our associated reimbursement rates under such legislation. For additional detail on the evolving
health care landscape and associated developments in our competitive environment, see the risk factor in Item 1A Risk Factors
under the heading "If we are unable to compete successfully, including, without limitation, implementing our growth strategy
and/or retaining patients and physicians willing to serve as medical directors, it could materially adversely affect our business,
results of operations, financial condition and cash flows."
CMS has also issued final rules related to the Cures Act. The Cures Act included a provision that, effective January 1,
2021, allows Medicare eligible beneficiaries with ESRD to choose coverage under a Medicare Part C MA managed care plan.
This provision could broaden access to certain enhanced benefits offered by MA plans. MA plans usually provide
reimbursement to us at a negotiated rate that is generally higher than Medicare FFS rates. We continue to evaluate the potential
impact of this change in benefit eligibility, as there remains significant uncertainty as to how many or which newly eligible
ESRD patients will seek to enroll in MA plans for their ESRD benefits and how quickly any such changes would occur. This
uncertainty may be heightened by components of the aforementioned final rules, which include a provision that, among other
things, removes the objective time and distance standards relating to network adequacy for outpatient dialysis centers for MA
plans. The removal of these standards could result in MA plans seeking to limit provider networks available to dialysis patients.
If MA plans attempt to use this revision to the rules to limit or restrict their networks, this may adversely impact the number of
ESRD patients that select MA plans and also may result in the Company not being an in-network provider for significant MA
plans. For details on the risks associated with these changes, see the risk factors in Item 1A Risk Factors under the headings,
"Our business is subject to a complex set of governmental laws, regulations and other requirements and any failure to adhere
to those requirements, or any changes in those requirements, could have a material adverse effect on our business, results of
operations, financial condition and cash flows, could materially harm our stock price, and in some circumstances, could
materially harm our reputation;" and "We continuously have ongoing negotiations with commercial payors, and if the average
rates that commercial payors pay us decline significantly, if patients in commercial plans are subject to restriction in plan
designs or if we are unable to maintain contracts with payors with competitive terms, including, without limitation,
reimbursement rates, scope and duration of coverage and in-network benefits, it would have a material adverse effect on our
business, results of operations, financial condition and cash flows".
The Cures Act also includes provisions related to data interoperability, information blocking, and patient access. CMS
and the Office of the National Coordinator for Health Information Technology (ONC) recently issued final rules related to these
provisions, which include, among other things, requirements surrounding information blocking, changes to ONC's Health IT
Certification Program and requirements that CMS-regulated payors make relevant claims/care data and provider directory
information available through standardized patient access and provider directory application programming interfaces (APIs)
that connect to provider electronic health records. We have made and continue to make investments in building data
interoperability capabilities, including as part of building on our integrated care capabilities as noted above, and continue to
evaluate the potential impact of the CMS and ONC final rules.
In addition, recent price and patient responsibility transparency regulations require health plans to make certain pricing
and patient responsibility information publicly available. Certain of the requirements went into effect January 1, 2021 while
others will go into effect January 1, 2024. There is a possibility that any changes by health plans resulting from these
regulations could impact our revenue and results of operations.
Other regulations
Our U.S. dialysis and related lab services operations are subject to various state hazardous waste and non-hazardous
medical waste disposal laws. These laws do not classify as hazardous most of the waste produced from dialysis services.
Occupational Safety and Health Administration regulations require employers to provide workers who are occupationally
subject to blood or other potentially infectious materials with prescribed protections. These regulatory requirements apply to all
healthcare facilities, including dialysis centers, and require employers to make a determination as to which employees may be
exposed to blood or other potentially infectious materials and to have in effect a written exposure control plan. In addition,
employers are required to provide or employ hepatitis B vaccinations, personal protective equipment and other safety devices,
infection control training, post-exposure evaluation and follow-up, waste disposal techniques and procedures and work practice
controls. Employers are also required to comply with various record-keeping requirements.
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In addition, a few states in which we do business have certificate of need programs regulating the establishment or
expansion of healthcare facilities, including dialysis centers.
State initiatives
There have been several state initiatives to limit payments to dialysis providers or impose other burdensome operational
requirements, which, if passed, could have a material adverse impact on our business, results of operation, financial condition
and cash flows. For example, on October 24, 2019, the Service Employees International Union - United Healthcare Workers
West (SEIU) proposed a California statewide ballot initiative (Proposition 23) that sought to impose certain regulatory
requirements on dialysis clinics, including requirements related to physician staffing levels, clinical reporting, clinical treatment
options and limitations on the ability to make decisions on closing or reducing services for dialysis clinics. While this ballot
initiative was rejected by voters in 2020, we incurred substantial costs to oppose it. We may face ballot initiatives or other
proposed regulations or legislation in California or other states in future years, which may require us to incur further substantial
costs and which, if passed, could have a material adverse impact on our business, results of operations, financial condition and
cash flows.
Evolving proposed or issued laws, requirements, rules and guidance that impact our business, including as may be
described above, and any failure on our part to adequately adjust to any resulting marketplace developments could have a
material adverse effect on our business, results of operations, financial condition and cash flows. For additional discussion on
the risks associated with the evolving payment and regulatory landscape for kidney care, see the discussion in Item 1A Risk
Factors, including the discussion under the heading, "Our business is subject to a complex series of governmental laws,
regulations and requirements and any failure to adhere to those requirements, or any changes in those requirements, could
have a material adverse effect on our business, results of operations, financial condition and cash flows, could materially harm
our stock price, and in some circumstances, could materially harm our reputation" and "Changes in federal and state
healthcare legislation or regulations could have a material adverse effect on our business, results of operations, financial
condition and cash flows".
Corporate compliance program
Our businesses are subject to extensive regulations. Management has designed and implemented a corporate compliance
program as part of our commitment to comply fully with applicable criminal, civil and administrative laws and regulations and
to maintain the high standards of conduct we expect from all of our teammates. We continuously review this program and work
to enhance it as appropriate. The primary purposes of the program include:
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Assessing and identifying risks for existing and new businesses;
Training and educating our teammates and affiliated professionals to promote awareness of legal and regulatory
requirements, a culture of compliance, and the necessity of complying with all applicable laws, regulations and
requirements;
Developing and implementing compliance policies and procedures and creating controls to support compliance with
applicable laws, regulations and requirements and our policies and procedures;
Auditing and monitoring the activities of our operating units and business support functions to identify and mitigate
risks and potential instances of noncompliance in a timely manner; and
Ensuring that we promptly take steps to resolve any instances of noncompliance and address areas of weakness or
potential noncompliance.
We have a code of conduct that each of our teammates, members of our Board of Directors, affiliated professionals and
certain third parties must follow, and we have an anonymous compliance hotline for teammates and patients to report potential
instances of noncompliance that is managed by a third party. Our Chief Compliance Officer administers the compliance
program. The Chief Compliance Officer reports directly to our Chief Executive Officer and the Chair of the Compliance and
Quality Committee of our Board of Directors (Board Compliance and Quality Committee). Previously, we were subject to a
five-year Corporate Integrity Agreement (CIA) with OIG. The term of the CIA expired on October 22, 2019, and we were
notified on May 20, 2020 that the OIG had closed out its review. The CIA (i) required that we maintain certain elements of our
compliance programs; (ii) imposed certain expanded compliance-related requirements during the term of the CIA; (iii) required
ongoing monitoring and reporting by an independent monitor, imposed certain reporting, certification, records retention and
training obligations, allocated certain oversight responsibility to the Board’s Compliance and Quality Committee, and
necessitated the creation of a Management Compliance Committee and the retention of an independent compliance advisor to
the Board; and (iv) contained certain business restrictions related to a subset of our joint venture arrangements.
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Any future penalties, sanctions or other consequences could be more severe in certain circumstances if the OIG or a
similar regulatory authority determines that we knowingly and repeatedly failed to comply with applicable laws, regulations or
requirements that apply to our business, including substantial penalties and exclusion from participation in federal healthcare
programs that could have a material adverse effect on our business, results of operations, financial condition and cash flows,
reputation and stock price.
Competition
The U.S. dialysis industry has experienced consolidation over the last 20 years, but remains highly competitive. Patient
retention and the continued referrals of patients from referral sources such as hospitals and nephrologists, as well as acquiring
or developing new outpatient dialysis centers are some of the important parts of our growth strategy. In our U.S. dialysis
business, we continue to face intense competition from large and medium-sized providers, among others, which compete
directly with us for limited acquisition targets, for individual patients who may choose to dialyze with us and for physicians
qualified to provide required medical director services. Competition for growth in existing and expanding geographies or areas
is intense and is not limited to large competitors with substantial financial resources or established participants in the dialysis
space. We also compete with individual nephrologists, former medical directors or physicians that have opened their own
dialysis units or facilities. Moreover, as we continue our international dialysis expansion into various international markets, we
face competition from large and medium-sized providers, among others, for acquisition targets as well as physician
relationships. We also experience competitive pressures from other dialysis providers in recruiting and retaining qualified
skilled clinical personnel as well as in connection with negotiating contracts with commercial healthcare payors and inpatient
dialysis service agreements with hospitals. Acquisitions, developing new outpatient dialysis centers, patient retention and
physician relationships are significant components of our growth strategy and our business could be adversely affected if we are
not able to continue to make dialysis acquisitions on reasonable and acceptable terms, continue to develop new outpatient
dialysis centers, maintain or establish new relationships with physicians or if we experience significant patient attrition relative
to our competitors.
Together with our largest competitor, Fresenius Medical Group (FMC), we account for approximately 73% of outpatient
dialysis centers in the U.S. Many of the centers not owned by us, FMC or other large for profit dialysis providers are owned or
controlled by hospitals or non-profit organizations. Hospital-based and non-profit dialysis units typically are more difficult to
acquire than physician-owned dialysis centers.
FMC also manufactures a full line of dialysis supplies and equipment in addition to owning and operating outpatient
dialysis centers worldwide. This may, among other things, give FMC cost advantages over us because of its ability to
manufacture its own products. Additionally, FMC has been one of our largest suppliers of dialysis products and equipment over
the last several years. In January 2021, upon the expiration of our prior agreement with FMC on December 31, 2020, we
entered into and subsequently extended a new agreement with FMC to purchase a certain amount of dialysis equipment, parts
and supplies from FMC which extends through December 31, 2024. The amount of purchases from FMC over the remaining
term of this agreement will depend upon a number of factors, including the operating requirements of our centers, the number
of centers we acquire, and growth of our existing centers.
There have been a number of announcements by non-traditional dialysis providers and others, which relate to entry into
the dialysis and pre-dialysis space, the development of innovative technologies, or the commencement of new business
activities that could be disruptive to the industry. These developments over time may shift the competitive landscape in which
we operate. For additional discussion on these developments and associated risks, see the risk factor in Item 1A Risk Factors
under the heading, “If we are unable to compete successfully, including, without limitation, implementing our growth strategy
and/or retaining patients and physicians willing to serve as medical directors, it could materially adversely affect our business,
results of operations, financial condition and cash flows.”
Insurance
We are predominantly self-insured with respect to professional and general liability and workers' compensation risks
through wholly-owned captive insurance companies. We are also predominantly self-insured with respect to employee medical
and other health benefits. We also maintain insurance, excess coverage, or reinsurance for property and general liability,
professional liability, directors’ and officers’ liability, workers' compensation, cybersecurity and other coverage in amounts and
on terms deemed appropriate by management, based on our actual claims experience and expectations for future claims. Future
claims could, however, exceed our applicable insurance coverage. Physicians practicing at our dialysis centers are required to
maintain their own malpractice insurance, and our medical directors are required to maintain coverage for their individual
private medical practices. Our liability policies cover our medical directors for the performance of their duties as medical
directors at our outpatient dialysis centers.
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Human capital management
Overview
At DaVita, we are guided by our Mission—to be the provider, partner and employer of choice—and a set of Core Values
—Service Excellence, Integrity, Team, Continuous Improvement, Accountability, Fulfillment and Fun—which are reinforced at
all levels of the organization. Our teammates share a common passion for improving patients' lives and are the cornerstone for
the health of DaVita.
We strive to be a community first and a company second, and affectionately call ourselves a Village. To be a healthy
Village, we need to attract, retain and motivate highly qualified and diverse teammates. To do so, we have implemented
strategies that support our mission to be the employer of choice, such as:
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Designing programs and processes to cultivate a diverse talent pipeline that allows us to hire ahead of needs;
Providing development and professional growth opportunities; and
Offering a robust total rewards program.
These efforts are underpinned by a foundational focus on diversity and belonging that starts at the top with our Board of
Directors and executive leadership and permeates through our Village as further described below.
We believe that this intentional investment of time and resources fosters a special community of teammates that, in turn,
inspires the Village to take better care of our patients and better care of the communities in which we live.
Oversight & Management
Our Board of Directors provides oversight on human capital matters, receiving regular updates from our Chief People
Officer about People Services’ activities, strategies and initiatives, and through the Board’s annual work with our Chief
Executive Officer on management development and succession planning. Among other things, our Board of Directors and/or its
committees also receive reports related to pay equity, risks and trends related to labor and human capital management issues
and general issues pertaining to our teammates. The Board also oversees the Company's activities, policies and programs
related to corporate environmental and social responsibility, including considering the impact of such activities, policies and
programs on the Company, teammates and communities.
These reports and recommendations to the Board and its committees are part of our broader People Services leadership
and oversight framework, which includes guidance from various stakeholders across the business and benefits from the full
participation of senior leadership.
Diversity & Belonging
Our investment in our teammates is underscored by our commitment to Diversity & Belonging (D&B). Our D&B vision
is "a diverse Village where everyone belongs." Our 3,137 dialysis centers operate in communities large and small, in nearly
every state in the U.S. as well as ten other countries: Brazil, China, Columbia, Germany, Malaysia, Poland, Portugal, Saudi
Arabia, Singapore, and the United Kingdom. Our Village's diversity is inherent in the teammates who work in our centers, the
patients we care for, the physicians with whom we partner, and the communities where we serve.
To help achieve this vision, we empower all leaders and teammates to cultivate D&B in their centers and on their teams.
One way we do this is by sharing tools and resources like our Belonging Teammate and Belonging Leader Guides, which
encourage teammates to connect with each other to learn about individual experiences with belonging and better understand the
impact of unconscious bias.
We take a collaborative, leader-led approach to building our D&B program. Everyone from our front-line patient care
technicians (PCTs) and nurses to our divisional vice presidents, our CEO and our Board of Directors has a role in implementing
our strategy. It truly does take a Village to bring our vision to life.
Over the past several years, our D&B efforts have focused primarily on supporting strong representation of women and
people of color and ensuring that we are creating a welcoming, open environment where all teammates, patients, physicians and
care partners belong.
As of December 31, 2020, our Village in the U.S. was comprised of 78% women and 54% people of color. We are proud
of the fact that in the U.S. as of December 31, 2020, 74% of our managers and 54% of our directors are women and that leaders
with profit and loss responsibility are 52% women and 27% people of color. We also are proud of the fact that our Board of
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Directors is comprised of 44% women and 33% people of color. With respect to Board leadership positions, we are one of the
few companies in the S&P 500 to have a woman serving as the Chair of the Board of Directors, and 75% of our Board
committees are led by women or people of color.
Talent Pipeline and Career Development
We understand that a key component of developing strong representation of women and people of color in leadership is
to have recruiting practices focused on diversity. Some of our practices include:
• Diverse Sourcing: Our recruiters are trained on how to source for diverse candidates to ensure we have a robust
pipeline at all levels of the organization.
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Diverse Partnerships: We have external partnerships with organizations like Forte Foundation and Management
Leadership for Tomorrow to help create equal opportunities for diverse candidates.
Redwoods Leadership: We partner closely with diverse student body organizations at colleges and universities to
source applicants for our Redwoods leadership development programs.
Helping teammates reach the next stage in their career and increasing their earnings potential is one of our passions. We
have several career development programs that support teammates to further their careers. To help ensure that teammates have
the support needed to succeed in their current roles, and grow their careers, we have invested in an end-to-end career
development pipeline that includes programs and initiatives that provide financial, academic and social support to our clinical
and operations personnel to help achieve their higher education and leadership goals. For example, approximately 86% of our
teammates are clinical field/operations personnel, and we have programs in place to help guide their potential journey at
DaVita. Beginning with programs that cover certification fees for PCTs to coaching and tuition programs that help guide PCTs
to becoming registered nurses (RNs) to programs that help develop high potential nurses, clinical coordinators and clinic nurse
managers into operational managers and ultimately to programs that prepare and coach operational managers for potential
regional operations director roles, our goal is to make resources available to teammates at each step of a possible career path.
Total Rewards Program and Pay Equity
Our pay philosophy and practices are designed to be competitive in the local market and to reward strong team and
individual performance. We believe merit-driven pay encourages teammates to do their best work, including in caring for our
patients, and we strive to link pay to performance so we can continue to incentivize the provision of extraordinary care to our
patients and grow our Village.
To help our teammates reach their full potential, we offer a total rewards package. More than just pay, our
comprehensive compensation package connects teammates to robust health care coverage, resources for retirement planning
and savings, opportunities for career development, and well-being resources for every stage of life.
To support our teammates in maintaining strong physical and mental health, we offer a variety of physical and mental
health benefits programs, including, among other things:
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Teammate Assistance Program that offers counseling sessions annually to all teammates and their household
members, along with work/life resources and tools that include telephonic or face to face legal consultation and
expert financial planning/consultation.
Free access to Headspace application for digital meditation and mindfulness and referrals/consultations on everyday
issues such as dependent care, auto repair, pet care and home improvement.
Vitality Points, a voluntary wellness incentive program that allows participating teammates and spouses/domestic
partners to earn credits toward their medical premium for getting a biometric screening and engaging in healthy
actions should they not meet certain targets.
Short & Long term disability for full time teammates and Life/AD&D coverage at both the basic and supplemental
levels.
Our DaVita Village Network, which provides financial support to eligible teammates experiencing a specific tragedy
or hardship and helps cover additional costs that local fundraising and insurance do not fully cover.
In support of our teammates and their families, we also offer family support programs that include family care programs
for back-up child and elder care, parental support and parental leave programs. We also offer a number of scholarships for
teammates' children and grandchildren.
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We also offer a robust suite of financial well-being programs for eligible teammates including, among others, a 401(k)
program with company match, an employee stock purchase plan, health savings account funding for certain high deductible
health plans and a deferred compensation plan. We also offer DailyPay, a service that provides teammates with financial
flexibility by allowing them to access earned but unpaid wages before payday for a nominal fee.
Pay Equity
At DaVita, we are committed to equal pay for equal work; meaning, teammates in the same position, performing at the
same level, and in similar geographies, are paid fairly relative to one another, regardless of their gender, race or ethnicity. We
believe that equitable pay is a critical component of establishing a fair work environment where all teammates are valued and
feel like they belong. Fair pay is essential to our ability to attract and motivate the highly qualified, and diverse, teammates who
are at the center of our current and future success.
Agile Response, Teammate Feedback and Responding to the Public Health Crisis
The COVID-19 pandemic tested our ability to respond to external developments and care for our teammates in real time.
In response to the hardship imposed by the pandemic on our teammates, and in recognition of their dedication and commitment
to our patients’ health, DaVita provided financial relief to over 50,000 teammates, such as a “Village Lives” award of $100 per
week from March through May 2020, as well as other relief payments during the pandemic. In addition, we did not furlough,
layoff or reduce pay for any teammates due to the pandemic. One of our key goals during the pandemic was to maintain
frequent communication and engagement with teammates, including “town hall” calls, emails and more. As the pandemic has
persisted, we continue to provide essential relief programs to support these teammates, including backup childcare, modified
sick policies and certain increased overtime pay for front-line positions.
Most importantly, the health and safety of our teammates in the Village and their families remains a top priority
throughout this ongoing pandemic. We implemented guidance early in the pandemic to help mitigate health and safety risks
imposed by COVID-19, including, among other things:
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Securing necessary supplies of personal protective equipment;
Restricting visitors to our centers;
Screening teammates, patients and visitors for signs and symptoms of, or exposure to, COVID-19, before allowing
entry into our clinics or business offices;
Implementing an early universal masking policy; and
Providing guidance on staying safe outside of our centers.
We also converted our live, in-person teammate and leadership development programs to virtual delivery, to help ensure
that our teammates across our global Village could continue to grow personally and professionally and have access to career
development resources despite the ongoing pandemic.
We believe our ability to engage with teammates and respond to these developments has helped us to better care for
them. By caring for our teammates, we were generally able to maintain continuity of care for our patients and support the
broader healthcare community throughout this unprecedented public health crisis.
As of December 31, 2020, we employed approximately 67,000 teammates, including our international teammates.
For additional information about certain risks associated with our human capital management, see the risk factor in Item
1A Risk Factors under the heading, "If our labor costs continue to rise, including due to shortages, changes in certification
requirements and/or higher than normal turnover rates in skilled clinical personnel; or currently pending or future
governmental laws, rules, regulations or initiatives impose additional requirements or limitations on our operations or
profitability; or, if we are unable to attract and retain key leadership talent, we may experience disruptions in our business
operations and increases in operating expenses, among other things, which could have a material adverse effect on our
business, results of operations, financial condition and cash flows."
We also encourage you to visit our website at www.davita.com for more detailed information regarding certain of the
human capital related programs and initiatives described herein, including our Policy on Fair and Equitable Pay, as well as our
efforts to care for our patients, our community and our world. Nothing on our website, sections thereof or documents linked
thereto, shall be deemed incorporated by reference into this Form 10-K.
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Item 1A.
Risk Factors
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws.
Please read the cautionary notice regarding forward-looking statements in Item 7 of Part II of this Annual Report on Form 10-
K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These
forward-looking statements involve risks and uncertainties, including those discussed below, which could have a material
adverse effect on our business, cash flows, financial condition, results of operations and/or reputation. The risks and
uncertainties discussed below are not the only ones facing our business. Additional risks and uncertainties not currently known
to us or that we currently deem to be immaterial could also have a material adverse effect on our business, cash flows, financial
condition, results of operations and/or reputation.
Summary Risk Factors
The following is a summary of the principal risks and uncertainties that could adversely affect our business, cash flows,
financial condition and/or results of operations, and these adverse impacts may be material. This summary is qualified in its
entirety by reference to the more detailed descriptions of the risks and uncertainties included in this Item 1A below and you
should read this summary together with those more detailed descriptions.
These principal risk and uncertainties relate to, among other things:
Risks Related to the Operation of our Business
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the dynamic and evolving novel coronavirus pandemic;
the complex set of governmental laws, regulations and other requirements that impact us, including potential changes
thereto;
the various lawsuits, demands, claims, qui tam suits, governmental investigations and audits and other legal matters
that we may be subject to from time to time;
our ability to comply with complex privacy and information security laws that impact us and/or our ability to properly
maintain the integrity of our data, protect our proprietary rights to our systems or defend against cybersecurity attacks;
our negotiations and arrangements with commercial payors, including with respect to value-based care and Medicare
Advantage plans, the average rates that commercial payors pay us, any restrictions in plan designs or other contractual
terms, including, without limitation, the scope and duration of coverage and in-network benefits;
the number or percentage of our patients with higher-paying commercial insurance;
our ability to successfully implement our strategy with respect to home-based dialysis;
changes in the structure of and payment rates under government-based programs;
changes in clinical practices, payment rates or regulations impacting pharmaceuticals;
our ability to compete successfully, including, without limitation, implementing our growth strategy and/or retaining
patients and physicians willing to serve as medical directors;
our acquisitions, mergers, joint ventures or dispositions;
our ability to establish and maintain supply relationships that meet our needs at cost-effective prices or at prices that
allow for adequate reimbursement as applicable, as well as our ability to access new technology or superior products in
a cost-effective manner;
our ancillary services and strategic initiatives, including without limitation, our international operations and our ability
to expand within markets or to new markets, or invest in new products or services;
our ability to appropriately estimate the amount of dialysis revenues and related refund liabilities;
changes in physician referrals to our dialysis centers, whether due to governmental laws, regulations or other
requirements, new competition, a perceived decrease in the quality of service levels at our centers or other reasons;
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increases in labor costs, including, without limitation, due to shortages, changes in certification requirements and/or
higher than normal turnover rates in skilled clinical personnel; or currently pending or future governmental laws, rules,
regulations or initiatives;
our ability to attract and retain key leadership talent;
our ability to attract and retain employees or our ability to manage operating cost increase or productivity decreases
whether due to union organizing activities or legislative or other changes;
our ability to effectively maintain, operate or upgrade our information systems or those of third-party service providers
upon which we rely, including, without limitation, our clinical, billing and collections systems;
General Risks
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our current or future level of indebtedness, including, without limitation, our ability to generate cash to service our
indebtedness and for other intended purposes and our ability to maintain compliance with debt covenants;
changes in tax laws, regulations and interpretations or challenges to our tax positions;
liability claims for damages and other expenses that are not covered by insurance or exceed our existing insurance
coverage;
our ability to successfully maintain an effective internal control over financial reporting;
deterioration in economic conditions, disruptions in the financial markets or the effects of natural or other disasters,
political instability, public health crises or adverse weather events such as hurricanes, earthquakes, fires or flooding,
including as such events may be impacted by the effects of climate change; and
provisions in our organizational documents, our compensation programs and policies and certain requirements under
Delaware law that may deter changes of control or make it more difficult for our stockholders to change the
composition of our Board of Directors and take other corporate actions that our stockholders would otherwise
determine to be in their best interests.
Risks Related to the Operation of our Business
We face various risks related to the dynamic and evolving novel coronavirus pandemic, any of which may have a
material adverse impact on us.
The disease caused by the novel coronavirus (COVID-19) is impacting the world and our business in many different
ways. The ultimate impact of COVID-19 on us will depend on future developments that are highly uncertain and difficult to
predict, including among other things, the severity and duration of the pandemic; further spread or resurgence of the virus,
including as a result of the emergence of new strains of the virus; its impact on the chronic kidney disease (CKD) population
and our patient population; the availability, acceptance, impact and efficacy of COVID-19 treatments, therapies and vaccines;
the pandemic’s continuing impact on the U.S. and global economies and unemployment; the responses of our competitors to the
pandemic and related changes in the marketplace; and the timing, scope and effectiveness of federal, state and local
governmental responses. The impact could come in many forms, including but not limited to those described below.
• We have experienced and expect to continue to experience a negative impact on revenue and non-acquired growth
from COVID-19 due to lower treatment volumes, including from the negative impact on our patient census that is the
result of changes in rates of mortality. Because ESRD patients may be older and generally have comorbidities, several
of which are risk factors for COVID-19, we believe the mortality rate of infected patients is, and will continue to be,
higher in the dialysis population than in the general population, and COVID-19 also could impact the CKD population
differentially. Over the longer term, we believe that changes in mortality in both the CKD and ESRD populations due
to COVID-19 will depend primarily on the infection rate, case fatality rate, the age and health status of affected
patients, the access to and efficacy of vaccinations as well as willingness to be vaccinated. We expect that these
changes are likely to continue to negatively impact our revenue and non-acquired growth even as the pandemic
subsides. However, determining the extent to which these impacts should be directly attributable to COVID-19 is
difficult due to testing and reporting limitations, and other factors may drive treatment volumes and new admissions
over time, such as the number of transplants or deferred admissions. The magnitude of these cumulative impacts has
been substantial and, depending on the ultimate severity and duration of the pandemic could be material.
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• The COVID-19 pandemic and efforts to contain the virus have led to global economic deterioration and rapid and
sharp increases in unemployment levels, which ultimately could result in a materially reduced share of our patients
being covered by commercial insurance plans, with more patients being covered by lower-paying government
insurance programs or being uninsured. These effects may persist after the pandemic subsides as, among other things,
our patients could experience permanent changes in their insurance coverage as a result of changes to their
employment status. In the event such a material reduction occurs in the share of our patients covered by commercial
insurance plans, it would have a material adverse impact on our business, results of operations, financial condition and
cash flows. The extent of these effects will depend upon, among other things, the extent and duration of the increased
unemployment levels for our patient population, economic deterioration and potential recession; the timing and scope
of federal, state and local governmental responses to the ongoing pandemic; and patients’ ability to retain existing
insurance and their individual choices with respect to their coverage.
• We have dedicated and continue to dedicate substantial resources in response to COVID-19 and have had, and expect
to continue to have, extended and significant additional costs in connection with our response to COVID-19. The steps
we have taken designed to help safely maintain continuity of care for our patients and help protect our caregivers, such
as our policies to implement dedicated care shifts for patients with confirmed or suspected COVID-19 and other
enhanced clinical practices, have increased, and are expected to continue to increase, our expenses and use of personal
protective equipment (PPE). Our response to COVID-19 also has resulted in higher salary and wage expense, and we
have provided, and may provide in the future, substantial financial support associated with relief reimbursement to our
teammates. Furthermore, the effort and cost needed to procure certain of our equipment and clinical supplies, including
PPE, have increased, and we expect these increased costs will continue while the pandemic persists. These efforts are
part of a wider Prepare, Prevent, Respond and Recover protocol that we have implemented in connection with the
pandemic, which also includes operational initiatives such as the redistribution of teammates, machines and supplies
across the country as needed and increased investment in and utilization of telehealth capabilities. Our response
protocol generally has allowed us to maintain continuity of care for our patients. If the pandemic requires us to
maintain certain restrictive operational protocols for an extended period of time, it may adversely impact our strategic
initiatives, such as our strategy to continue to build o our abilities to offer home dialysis options. Certain temporary
changes made in response to the COVID-19 pandemic could become permanent, which could have an adverse impact
on our business. In addition, any equipment or clinical supply shortages, disruptions or delays or associated price
increases could impact our ability to provide dialysis services or the cost of providing those services.
• We have had, and expect to continue to have, increased costs and risk associated with a high demand for our skilled
clinical personnel. Historically we have faced costs and difficulties in hiring and retaining nurses and other caregivers
due to a nationwide shortage of skilled clinical personnel, and these challenges have been heightened by the increased
demand for and demand upon such personnel by the ongoing pandemic, particularly the more recent resurgence of the
virus that is more widespread geographically, which, among other things, makes it more difficult for us to reallocate
our resources to affected geographies. Any staffing shortages or disruptions could impact our ability to provide
dialysis services or the cost of providing those services.
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If we experience a failure of the fitness of our clinical laboratory, dialysis centers and related operations and/or other
facilities as a result of the COVID-19 pandemic, or another event or occurrence adversely impacts the safety of our
caregivers or patients, we could face adverse consequences, including without limitation, material negative impact on
our brand, increased litigation, compliance or regulatory investigations, teammate unrest, work stoppages or other
workforce disruptions. Any legal actions brought by patients, teammates, caregivers or others allegedly exposed to
COVID-19 at our facilities or by our caregivers may involve significant demands and require substantial legal defense
costs, which may not be adequately covered by our professional and general liability insurance.
If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, we may
incur future charges to recognize impairment in the carrying amount of our goodwill and other intangible assets. We
may experience an increased need for additional liquidity funded by accessing existing credit facilities, raising new
debt in the capital markets, or other sources, and we may seek to refinance existing debt, which may be more difficult
or costly as a result of the pandemic’s impact on capital markets or on us. Furthermore, any extended billing or
collection cycles, or deterioration in collectability of accounts receivable, will adversely impact our results of
operations and cash flows.
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In our value-based care and other programs where we assume financial accountability for total patient cost, an increase
in COVID-19 rates among patients could have an impact on total cost of care. This increase may in turn impact the
profitability of those programs relative to their respective funding.
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• The global nature of the pandemic may have varying impacts on our ongoing operations outside the United States, and
may impact our ability to expand our operations into other parts of the world.
The government response to the pandemic has been wide-ranging and will continue to develop over time, particularly in
light of the new federal administration. As a result, we may not be able to accurately predict the nature, timing or extent of
resulting changes to the markets in which we conduct business or on the other participants that operate in those markets, or any
potential changes to the extensive set of federal, state and local laws, regulations and requirements that govern our business. We
believe that these changes may impact our business in a variety of ways, including but not limited to those described below.
• Our need, ability and willingness to use and retain any provider relief or other funds or assistance from the
government, the consequences of our decisions with respect thereto, our ability to operate within any restrictions on
our business or operations that may be imposed as a condition to participation in any government assistance programs,
and the impact of any such programs on our competitors, all will depend, among other things, on the magnitude,
timing and nature of COVID-19’s impact on the Company as well as the requirements of any such programs, which
are uncertain. There can be no assurance that financial or other assistance will be available from the government if we
have a need for such assistance in the future.
• State and local shelter in place and social distancing restrictions and guidance have required us to significantly increase
the use of remote arrangements for our teammates and telehealth technology for our dialysis patients, which broadens
our technology footprint for where and how protected health information is used or disclosed, and in turn increases our
exposure to the various privacy and information security risks we face, such as the risk of "phishing" and other
cybersecurity attacks and the risk of unauthorized dissemination of sensitive personal, proprietary or confidential
information.
• We have worked with certain government agencies and other kidney care providers to respond to the COVID-19
pandemic, and in certain cases have sought waivers of regulatory requirements. For example, as part of our efforts to
help cohort patients in line with guidance from the CDC, we have sought waivers of certain regulatory requirements
related to the survey and acceleration of new clinics and entered into agreements with other kidney care providers to
help ensure that patients can receive dialysis in an outpatient setting rather than a hospital. In addition, we are also
working to help make COVID-19 vaccines available to patients and teammates, including through coordination with
state and federal governments on direct vaccine distribution so that we can administer vaccines to our patients and
teammates. These vaccines are currently available under emergency use authorizations and there can be no assurance
that our patients and caregivers will choose to receive a COVID-19 vaccine or that the vaccines will prove to be as safe
and effective as currently understood by the scientific community. In addition, we may encounter difficulties with the
availability, storage of the vaccine, or administration of the vaccines, some of which have multiple dose requirements.
We operate in a complex and highly regulated environment, and the novel nature of our COVID-19 response,
including, for example, with respect to regulatory waivers and our administration of the newly developed COVID-19
vaccines, may increase our exposure to legal, regulatory and clinical risks.
The foregoing and other continued impacts and disruptions to our business as a result of the COVID-19 pandemic could
have a material adverse impact on our patients, teammates, physician partners, suppliers, business, operations, reputation,
financial condition, results of operations, cash flows and/or liquidity. In addition, the COVID-19 pandemic heightens many of
the other risks and uncertainties discussed herein. For additional information related to COVID-19 and its impact on our
business, see the discussion in Part I, Item 1. Business under the headings, "COVID-19 and its impact on our business" and
"Human Capital Management" and Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results
of Operations.”
Our business is subject to a complex set of governmental laws, regulations and other requirements and any failure to
adhere to those requirements, or any changes in those requirements, could have a material adverse effect on our
business, results of operations, financial condition and cash flows, could materially harm our stock price, and in some
circumstances, could materially harm our reputation.
We operate in a complex regulatory environment with an extensive and evolving set of federal, state and local
governmental laws, regulations and other requirements that apply to us. These laws, regulations and other requirements are
promulgated and overseen by a number of different legislative, regulatory, administrative, and quasi-regulatory bodies, each of
which may have varying interpretations, judgments or related guidance. As such, we utilize considerable resources on an
ongoing basis to monitor, assess and respond to applicable legislative, regulatory and administrative requirements, but there is
no guarantee that we will be successful in our efforts to adhere to all of these requirements. Laws, regulations and other
requirements that apply to or impact our business include, but are not limited to:
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• Medicare and Medicaid reimbursement statutes, rules and regulations (including, but not limited to, manual provisions,
local coverage determinations, national coverage determinations, payment schedules and agency guidance);
• Medicare and Medicaid provider requirements, including requirements associated with providing and updating certain
information about the Medicare or Medicaid entity, as applicable, and its direct and indirect affiliates;
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Federal fraud waste and abuse laws and analogous state laws;
the 21st Century Cures Act (the Cures Act);
Federal Acquisition Regulations;
the Foreign Corrupt Practices Act (FCPA);
Federal and state antitrust and competition laws and regulations;
laws related to the corporate practice of medicine;
individualized state law requirements associated with the operation of our business; and
federal and state laws regarding the collection, use and disclosure of patient health information (e.g., Health Insurance
Portability and Accountability Act of 1996 (HIPAA)) and the storage, handling, shipment, disposal and/or dispensing
of pharmaceuticals and blood products and other biological materials.
In addition, we have been subject to a five-year Corporate Integrity Agreement (CIA) with Office of Inspector General
(OIG) for the U.S. Department of Health and Human Services (HHS). The term of the CIA expired on October 22, 2019, and
we were notified on May 20, 2020 that the OIG had closed out its review. Any future penalties, sanctions or other consequences
imposed on us could be more severe in certain circumstances if the OIG or a similar regulatory authority determines that we
knowingly and repeatedly failed to comply with applicable laws, regulations or other requirements, and could adversely impact
our results of operations or financial condition or could have a negative impact on our reputation.
The foregoing are each themselves comprised of numerous associated regulations or other requirements that have
varying levels of impact on our business. If any of our personnel, representatives or operations are found to violate these or
other laws, regulations or requirements, we could suffer severe consequences that would have a material adverse effect on our
business, results of operations, financial condition and cash flows, and could materially harm our reputation and stock price,
including, among others:
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Loss of required certifications or suspension or exclusion from or termination of our participation in government
programs (including, without limitation, Medicare, Medicaid and Center for Medicare and Medicaid Innovation
(CMMI) demonstration programs);
Refunds of amounts received in violation of law or applicable payment program requirements dating back to the
applicable statute of limitation periods;
Loss of licenses required to operate healthcare facilities or administer pharmaceuticals in the states in which we
operate;
Reductions in payment rates or coverage for dialysis and ancillary services and pharmaceuticals;
Criminal or civil liability, fines, damages or monetary penalties, which could be material and/or could materially harm
our reputation or stock price;
Imposition of corporate integrity agreements or consent agreements;
Enforcement actions, investigations, or audits by governmental agencies and/or state law claims for monetary damages
by patients who believe their protected health information (PHI) has been used, disclosed or not properly safeguarded
in violation of federal or state patient privacy laws, including, among others, HIPAA and the Privacy Act of 1974;
• Mandated changes to our practices or procedures that significantly increase operating expenses that could subject us to
ongoing audits and reporting requirements as well as increased scrutiny of our billing and business practices which
could lead to potential fines, among other things;
•
Termination of various relationships and/or contracts related to our business, such as joint venture arrangements,
medical director agreements, real estate leases and consulting agreements with physicians; and
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Harm to our reputation which could negatively impact our business relationships and stock price, affect our ability to
attract and retain patients, physicians and teammates, affect our ability to obtain financing and decrease access to new
business opportunities, among other things.
Additionally, the healthcare sector, including the dialysis industry, is also regularly subject to negative publicity,
including as a result of governmental investigations, adverse media coverage and political debate surrounding industry
regulation. Negative publicity, regardless of merit, regarding the dialysis industry generally, the U.S. healthcare system or
DaVita in particular may adversely affect us.
See Note 16 to the consolidated financial statements included in this report for further details regarding certain pending
legal proceedings and regulatory matters to which we are or may be subject from time to time, any of which may include
allegations of violations of applicable laws, regulations and requirements.
Changes in federal and state healthcare legislation or regulations could have a material adverse effect on our business,
results of operations, financial condition and cash flows.
Each of the laws, regulations and other requirements that govern our business may continue to change over time, and
there is no assurance that we will be able to accurately predict the nature, timing or extent of such changes or the impact of such
changes on the markets in which we conduct business or on the other participants that operate in those markets.
Among other things, the regulatory framework of the Patient Protection and Affordable Care Act and the Health Care
Reconciliation Act of 2010, as amended (collectively, the ACA), and other healthcare reforms continue to evolve as a result of
executive, legislative, regulatory and administrative developments and judicial proceedings. These changes shape the landscape
for our current dialysis business as well as for emerging comprehensive and integrated kidney care markets. For example, an
executive order issued in July 2019 (the 2019 Executive Order) directed CMS to create payment models through CMMI to
evaluate the effects of creating payment incentives for the greater use of home-based dialysis and kidney transplants for those
already on dialysis, improve quality of care for kidney patients and reduce expenditures. In addition, future legislative action
related to, among other things, full capitation demonstration for ESRD may ultimately impact our ability to provide a
competitive and successful integrated care program at scale. We have made and continue to make investments in building our
integrated care capabilities, but there can be no assurances that initiatives such as this or similar legislation will be passed into
law, and the ongoing COVID-19 pandemic may delay the progress of such initiatives. If such legislation is passed, there can be
no assurances that we will be able to successfully execute on the required strategic initiatives that would allow us to provide a
competitive and successful integrated care program on the broader scale contemplated by this legislation, and in the desired
time frame. Additionally, the ultimate terms and conditions of any such potential legislation remain unclear. For example, our
costs of care could exceed our associated reimbursement rates under such legislation. Any failure on our part to adequately
implement strategic initiatives to adjust to any marketplace developments resulting from executive, legislative, regulatory or
administrative changes such as these could have a material adverse impact on our business.
There have been multiple attempts to repeal or amend the ACA through legislative action and legal challenges, and the
most recent challenge is currently before the U.S. Supreme Court. In the event the ACA is repealed or significantly altered, it
would impact our business in a number of ways, some of which may be material. The outcome of this U.S. Supreme Court
proceeding will likely impact the future viability of ACA policies and programs that impact our business, including, among
others, Medicaid expansion, CMMI and the health insurance exchanges. For example, if an ACA repeal ends Medicaid
expansion it could have an adverse impact on coverage available to our patients and if such a repeal impacts CMMI’s authority
to implement innovative payment models, we may lose the investment of the resources we have dedicated to those programs. In
addition, our revenue and operating income levels are highly sensitive to the percentage of our patients with higher-paying
commercial health insurance and any legislative, regulatory or other changes that decrease the accessibility and availability,
including the duration, of commercial insurance may have a material adverse impact on our business. The ACA's health
insurance exchanges, which provide a marketplace for eligible individuals and small employers to purchase health insurance,
initially increased the accessibility and availability of commercial insurance. In the event the exchange markets are significantly
impaired as a result of legislative developments or other changes, it may adversely impact the percentage of our patients with
higher-paying commercial health insurance, particularly if patients become unemployed due to factors related to the COVID-19
pandemic or otherwise and are unable to turn to the exchanges as an alternative to employer-based coverage.
Changes to the political environment resulting from the most recent election cycle may increase the likelihood of
changes that would impact us, such as changes to the healthcare regulatory landscape or to the federal corporate tax rate.
Examples of such potential changes could include, among other things, legislative developments or administrative decisions
such as moving to a universal health insurance or "single payor" system whereby health insurance is provided to all Americans
by the government, the availability of a “public health insurance option” similar to Medicare, government programs that impact
access to Medicaid expansion or impact funding provided to families to purchase plans through the health insurance exchanges
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or changes to the eligibility age for Medicare beneficiaries. Some of these and other related changes could in turn impact the
percentage of our patients with higher-paying commercial health insurance, impact the scope or terms of coverage under
commercial health plans and increase our expenses, among other things. The timing of any legislative or executive action
related to these potential initiatives remains uncertain, particularly in light of the ongoing COVID-19 pandemic, and as such,
considerable uncertainty exists surrounding the continued development of the ACA and related regulations, programs and
models, as well as similar healthcare reform measures and/or other changes that may be enacted at the federal and/or state level
to laws, regulations and other requirements that govern our business. Although we cannot predict the short- or long-term effects
of legislative or regulatory changes, we believe that future market changes could result in, among other things, more restrictive
commercial plans with lower reimbursement rates or higher deductibles and co-payments that patients may not be able to pay.
To the extent that changes in statutes, regulations or related guidance or changes in other market conditions result in a reduction
in the percentage of our patients with commercial insurance, limit the scope or nature of coverage through the exchanges or
other health insurance programs or otherwise reduce reimbursement rates for our services from commercial and/or government
payors, it could have a material adverse effect on our business, results of operations, financial condition and cash flows. For
additional information on the impact of legislative or regulatory changes on the coverage and rates for our services and the
percentage of our patients with commercial insurance, see the risk factors under the headings "We continuously have ongoing
negotiations with commercial payors, and if the average rates that commercial payors pay us decline significantly, if patients in
commercial plans are subject to restriction in plan designs or if we are unable to maintain contracts with payors with
competitive terms, including, without limitation, reimbursement rates, scope and duration of coverage and in-network benefits,
it would have a material adverse effect on our business, results of operations, financial condition and cash flows," and "If the
number or percentage of patients with higher-paying commercial insurance declines, it could have a material adverse effect on
our business, results of operations, financial condition and cash flows."
The introduction of new or modified rules and regulations also generates continuous risks related to appropriate
compliance. Changes to the continuously evolving healthcare regulatory landscape may also have the potential to generate
opportunities with relative ease of entry for certain smaller and/or non-traditional providers and we may be competing with
them for patients in an asymmetrical environment with respect to data and/or regulatory requirements given our status as an
ESRD service provider. These opportunities may be enhanced by disruptions or changes to the healthcare regulatory landscape
resulting from the ongoing global health crisis. For additional detail on our evolving competitive environment, see the risk
factor under the heading "If we are unable to compete successfully, including, without limitation, implementing our growth
strategy and/or retaining patients and physicians willing to serve as medical directors, it could materially adversely affect our
business, results of operations, financial condition and cash flows." In general, if we are unable to efficiently and effectively
adjust to new or modified rules and regulations, including with respect to regulatory compliance, it may, among other things,
erode our patient base or reimbursement rates and could otherwise have a material adverse impact on our business, results of
operation, financial condition and cash flows.
There have also been several state initiatives to limit payments to dialysis providers or impose other burdensome
operational requirements, which, if passed, could have a material adverse impact on our business, results of operation, financial
condition and cash flow. For instance, in 2020, voters in California considered a statewide ballot initiative that sought to impose
certain regulatory requirements on dialysis clinics, including requirements related to physician staffing levels, clinical reporting,
clinical treatment options and limitations on the ability to make decisions on closing or reducing services for dialysis clinics.
While this ballot initiative was rejected by voters in 2020, we incurred substantial costs to oppose it. We may face ballot
initiatives or other proposed regulations or legislation in California or other states in future years, which may require us to incur
further substantial costs and which, if passed, could have a material adverse impact on our business, results of operations,
financial condition and cash flows.
Finally, there have also been rule making and legislative efforts at both the federal and state level regarding the use of
charitable premium assistance for ESRD patients and may establish new conditions for coverage standards for dialysis facilities.
For example, on October 13, 2019, a California bill (AB 290) was signed into law that limits the amount of reimbursement paid
to certain providers for services provided to patients with commercial insurance who receive charitable premium assistance.
The American Kidney Fund (AKF), an organization that provides charitable premium assistance, announced that it would be
withdrawing from California as a result of AB 290. The implementation of AB 290 has been stayed pending resolution of legal
challenges, but in the event AB 290 becomes effective and the AKF withdraws from California, it may cause other
organizations that provide charitable premium assistance to withdraw from California, and we would expect an adverse impact
on the ability of patients to afford Medicare premiums and Medicare supplemental and commercial coverage. We expect that
such an adverse impact will in turn adversely impact our business, results of operations, financial condition and cash flows.
Bills similar to AB 290 were introduced in Illinois (SB 600) and Oregon (SB 900) in 2019, but have not been successfully
passed to date. If these or similar bills are introduced and implemented in other jurisdictions, and organizations that provide
charitable premium assistance in those jurisdictions are similarly impacted, it could in the aggregate have a material adverse
impact on our business, results of operations, financial condition and cash flows. For additional information on the impact of
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decreases to the percentage of our patients with commercial insurance, see the risk factor under the heading "If the number or
percentage of patients with higher-paying commercial insurance declines, it could have a material adverse effect on our
business, results of operations, financial condition and cash flows".
Among other things, regulatory guidance, proposed legislation and ballot initiatives and any similar initiatives could
restrict or prohibit the ability of patients with access to alternative coverage from selecting a marketplace plan on or off
exchange, limit the amount of revenue that a dialysis provider can retain for caring for patients with commercial insurance,
impose burdensome operational requirements, affect payments made to providers for services provided to patients who receive
charitable premium assistance and/or otherwise restrict or prohibit the use of charitable premium assistance, or reduce the
standards for network adequacy. In turn, these potential impacts could cause us to incur substantial costs to oppose any such
proposed requirements or measures, impact our dialysis center development plans, and if passed and/or implemented, could
materially reduce our revenues and increase our operating and other costs, adversely impact dialysis centers across the U.S.
making certain centers economically unviable, lead to the closure of certain centers, restrict the ability of dialysis patients to
obtain and maintain optimal insurance coverage and reduce the number of patients that select commercial insurance plans or
MA plans for their dialysis care, among other things.
Evolving proposed or issued laws, requirements, rules and guidance that impact our business, including as may be
described above, and any failure on our part to adequately adjust to any resulting marketplace developments, could have a
material adverse effect on our business, results of operations, financial condition and cash flows.
To the extent that the information above describes statutory and regulatory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions that are referenced. For additional information related to the laws,
rules and other regulations described above, please see Part I, Item 1 “Business–Government Regulation” of this Form 10-K.
We are, and may in the future be, a party to various lawsuits, demands, claims, qui tam suits, governmental
investigations and audits and other legal matters, any of which could result in, among other things, substantial financial
penalties or awards against us, mandated refunds, substantial payments made by us, required changes to our business
practices, exclusion from future participation in Medicare, Medicaid and other healthcare programs and possible
criminal penalties, any of which could have a material adverse effect on our business, results of operations, financial
condition, cash flows, reputation and stock price.
We are, and may in the future be, subject to investigations and audits by governmental agencies and/or private civil qui
tam complaints filed by relators and other lawsuits, demands, claims and legal proceedings, including, without limitation,
investigations or other actions resulting from our obligation to self-report suspected violations of law.
Responding to subpoenas, investigations and other lawsuits, claims and legal proceedings as well as defending ourselves
in such matters will continue to require management's attention and cause us to incur significant legal expense. Negative
findings or terms and conditions that we might agree to accept as part of a negotiated resolution of pending or future legal or
regulatory matters could result in, among other things, substantial financial penalties or awards against us, substantial payments
made by us, harm to our reputation, required changes to our business practices, exclusion from future participation in Medicare,
Medicaid and other healthcare programs and, in certain cases, criminal penalties, any of which could have a material adverse
effect on us. It is possible that criminal proceedings may be initiated against us and/or individuals in our business in connection
with governmental investigations. Other than as may be described in Note 16 to the consolidated financial statements included
in this report, we cannot predict the ultimate outcomes of the various legal proceedings and regulatory matters to which we are
or may be subject from time to time, or the timing of their resolution or the ultimate losses or impact of developments in those
matters, which could have a material adverse effect on our business, results of operations, financial condition, cash flows,
reputation and stock price. See Note 16 to the consolidated financial statements included in this report for further details
regarding these and other legal proceedings and regulatory matters.
Privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and
standards, including with respect to third-party service providers that utilize sensitive personal information on our
behalf, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems or
defend against cybersecurity attacks, we may be subject to government or private actions due to privacy and security
breaches or suffer losses to our data and information technology assets, any of which could have a material adverse
effect on our business, results of operations, financial condition and cash flows or materially harm our reputation.
We must comply with numerous federal and state laws and regulations in both the U.S. and the foreign jurisdictions in
which we operate governing the collection, dissemination, access, use, security and privacy of PHI, including, without
limitation, HIPAA and its implementing privacy, security, and related regulations, as amended by the federal Health
Information Technology for Economic and Clinical Health Act (HITECH) and collectively referred to as HIPAA. We are also
required to report known breaches of PHI and other certain personal information consistent with applicable breach reporting
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requirements set forth in applicable laws and regulations. From time to time, we may be subject to both federal and state
inquiries or audits related to HIPAA, HITECH and other state privacy laws associated with complaints, desk audits, and data
breaches. If we fail to comply with applicable privacy and security laws, regulations and standards, including with respect to
third-party service providers that utilize sensitive personal information, including PHI, on our behalf, properly maintain the
integrity of our data, protect our proprietary rights, or defend against cybersecurity attacks, it could materially harm our
reputation and/or have a material adverse effect on our business, results of operations, financial condition and cash flows. These
risks may be intensified to the extent that the laws change or to the extent that we increase our use of third-party service
providers that utilize sensitive personal information, including PHI, on our behalf.
Data protection laws are evolving globally, and may continue to add additional compliance costs and legal risks to our
international operations. In Europe, the General Data Protection Regulation (GDPR) imposes a comprehensive data protection
regime with the potential for regulatory fines as well as data breach litigation by impacted data subjects. Under the GDPR,
regulatory penalties may be assessed by data protection authorities for up to the greater of 4% of worldwide turnover or €20
million.
Data protection laws are also evolving nationally, and may add additional compliance costs and legal risks to our U.S.
operations. For example, the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) have been
passed into law in the past several years, and they collectively expand our obligations related to the collection, use and sharing
of consumer data and also permit additional penalties, grant additional enforcement authority and authorize private rights of
action. The costs of compliance with, and the burdens imposed by, the GDPR, the CCPA, the CPRA or other new laws,
regulations or policies may impact our operations and/or limit the ways in which we can provide services or use personal data
collected while providing services. If we fail to comply with the requirements of GDPR, the CCPA, the CPRA or other new
laws, regulations or policies, we could be subject to penalties that, in some cases, would have a material adverse impact on our
business, results of operations, financial condition and cash flows. For more information on regulations affecting our business,
see “Business–Government Regulation” in Part I, Item 1 of this Form 10-K.
Scrutiny over cybersecurity standards in the health sector is also increasing. In particular, the HHS Office for Civil
Rights, in partnership with the Healthcare and Public Health Sector Coordinating Council (HSCC), recently issued
cybersecurity guidelines for healthcare organizations that reflect consensus-based, voluntary practices to cost-effectively reduce
cybersecurity risks for organizations of varying sizes. Although these HHS-backed guidelines, entitled "Health Industry
Cybersecurity Practices: Managing Threats and Protecting Patients," are voluntary, they are likely to serve as an important
reference point for the healthcare industry, and may cause us to invest additional resources in technology, personnel and
programmatic cybersecurity controls as the cybersecurity risks we face continue to evolve.
Information security risks have significantly increased in recent years in part because of the proliferation of new
technologies, the use of the Internet and telecommunications technologies to conduct our operations, and the increased
sophistication and activities of organized crime, hackers, terrorists and other external parties, including, among others, foreign
state agents. Our business and operations rely on the secure and continuous processing, transmission and storage of
confidential, proprietary and other information in our computer systems and networks, including sensitive personal information,
such as PHI, social security numbers, and/or credit card information of our patients, teammates, physicians, business partners
and others. Our business and operations also rely on certain critical IT vendors that support such processing, transmission and
storage (which have become more relevant and important given the information security issues and risks that are intensified
through remote work arrangements).
We regularly review, monitor and implement multiple layers of security measures through technology, processes and our
people. We utilize security technologies designed to protect and maintain the integrity of our information systems and data, and
our defenses are monitored and routinely tested internally and by external parties. Despite these efforts, our facilities and
systems and those of our third-party service providers may be vulnerable to privacy and security incidents; security attacks and
breaches; acts of vandalism or theft; computer viruses and other malicious code; coordinated attacks by a variety of actors,
including, among others, activist entities or state sponsored cyberattacks; emerging cybersecurity risks; cyber risk related to
connected devices; misplaced or lost data; programming and/or human errors; or other similar events that could impact the
security, reliability and availability of our systems. Internal or external parties may attempt to circumvent our security systems,
and we have in the past, and expect that we will in the future, experience attacks on our network including, without limitation,
reconnaissance probes, denial of service attempts, malicious software attacks including ransomware or other attacks intended to
render our internal operating systems or data unavailable, and phishing attacks or business email compromise. Cybersecurity
requires ongoing investment and diligence against evolving threats. Emerging and advanced security threats, including, without
limitation, coordinated attacks, require additional layers of security which may disrupt or impact efficiency of operations. As
with any security program, there always exists the risk that employees will violate our policies despite our compliance efforts or
that certain attacks may be beyond the ability of our security and other systems to detect. There can be no assurance that
investments, diligence and/or our internal controls will be sufficient to prevent or timely discover an attack.
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Any security breach involving the misappropriation, loss or other unauthorized disclosure or use of confidential
information, including, among others, PHI, financial data, competitively sensitive information, or other proprietary data,
whether by us or a third party, could have a material adverse effect on our business, results of operations, financial condition,
cash flows and materially harm our reputation. We may be required to expend significant additional resources to modify our
protective measures, to investigate and remediate vulnerabilities or other exposures, or to make required notifications. The
occurrence of any of these events could, among other things, result in interruptions, delays, the loss or corruption of data,
cessations in the availability of systems and liability under privacy and security laws, all of which could have a material adverse
effect on our business, results of operations, financial condition and cash flows, or materially harm our reputation and trigger
regulatory actions and private party litigation. If we are unable to protect the physical and electronic security and privacy of our
databases and transactions, we could be subject to potential liability and regulatory action, our reputation and relationships with
our patients, physicians, vendors and other business partners would be harmed, and our business, results of operations, financial
condition and cash flows could be materially and adversely affected. Failure to adequately protect and maintain the integrity of
our information systems (including our networks) and data, or to defend against cybersecurity attacks, could subject us to
monetary fines, civil suits, civil penalties or criminal sanctions and requirements to disclose the breach publicly, and could
further result in a material adverse effect on our business, results of operations, financial condition and cash flows or harm our
reputation. As malicious cyber activity escalates, including activity that originates outside of the U.S., and as our COVID-19
response increases our remote work arrangements and broadens our technology footprint, the risks we face relating to
transmission of data and our use of service providers outside of our network, as well as the storing or processing of data within
our network, intensify. There have been increased international, federal and state and other privacy, data protection and security
enforcement efforts and we expect this trend to continue. While we plan to maintain cyber liability insurance, there can be no
assurance that we will successfully be able to obtain such insurance on terms and conditions that are favorable to us or at all.
Additionally, any cyber liability insurance may not cover us for all types of losses and may not be sufficient to protect us
against the amount of all losses.
We continuously have ongoing negotiations with commercial payors, and if the average rates that commercial payors
pay us decline significantly, if patients in commercial plans are subject to restriction in plan designs or if we are unable
to maintain contracts with payors with competitive terms, including, without limitation, reimbursement rates, scope and
duration of coverage and in-network benefits, it would have a material adverse effect on our business, results of
operations, financial condition and cash flows.
A substantial portion of our U.S. dialysis net patient services revenues for the year ended December 31, 2020 was
generated from patients who have commercial payors (including hospital dialysis services) as their primary payor. The majority
of these patients have insurance policies that pay us on terms and at rates that are generally significantly higher than Medicare
rates. The payments we receive from commercial payors generate nearly all of our profit and all of our nonacute dialysis profits
come from commercial payors. We continue to experience downward pressure on some of our commercial payment rates as a
result of general conditions in the market, including as employers shift to less expensive options for medical services, as a result
of consolidations among commercial payors, increased focus on dialysis services and other factors. Commercial payment rates
could be materially lower in the future due to these or other factors.
We continuously are in the process of negotiating existing and potential new agreements with commercial payors who
aggressively negotiate terms with us, and we can make no assurances about the ultimate results of these negotiations or the
timing of any potential rate changes resulting from these negotiations. Sometimes many significant agreements are being
renegotiated at the same time. In the event that our ongoing negotiations result in overall commercial rate reductions in excess
of overall commercial rate increases, the cumulative effect could have a material adverse effect on our business, results of
operations, financial condition and cash flows. We believe payor consolidations have significantly increased the negotiating
leverage of commercial payors, and ongoing consolidations may continue to increase this leverage in the future. Our
negotiations with payors occur in a highly competitive environment and are also influenced by these marketplace dynamics, and
we may experience decreased contracted rates with commercial payors or experience decreases in patient volume, including in
instances where we are unable to come to agreement with commercial payors on rates, as our negotiations with commercial
payors continue.
Our negotiations with commercial payors may relate to commercial fee-for-service contracts, value-based care (VBC)
contracts in which we share risk with commercial payors, as well as contracts to provide dialysis services to Medicare Part C
Medicare Advantage (MA) patients. If we fail to maintain contracts with payors and other healthcare providers with
competitive or favorable terms, either with respect to commercial plans, commercial VBC contracts, MA plans or otherwise,
including, without limitation, with respect to reimbursement rates, scope and duration of coverage and in-network benefits, or if
we fail to accurately estimate the price for and manage our medical costs in an effective manner such that the profitability of
our value-based products is negatively impacted, it could have a material adverse effect on our business, results of operations,
financial condition and cash flows.
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These negotiations may also be impacted by legislative or regulatory developments and associated legal rulings. For
example, the final rules for the Cures Act included a provision that, effective January 1, 2021, allows Medicare-eligible
beneficiaries with ESRD to choose coverage under a MA managed care plan. This provision could broaden patient access to
certain enhanced benefits offered by MA plans. MA plans usually provide reimbursement to us at a negotiated rate that is
generally higher than Medicare fee-for-service rates. We continue to evaluate the potential ultimate impact of this change in
benefit eligibility, as there is significant uncertainty as to how many or which newly eligible ESRD patients will seek to enroll
in MA plans for their ESRD benefits and how quickly any such changes would occur. This uncertainty may be heightened by
components of the aforementioned final rules, which include a provision that, among other things, removes the objective time
and distance standards relating to network adequacy for outpatient dialysis centers for MA plans. If MA plans attempt to use
this revision to the rules to limit or restrict their networks, this may adversely impact the number of ESRD patients that select
MA plans and also may result in the Company not being an in-network provider for significant MA plans. If kidney patients
choose not to enroll in MA plans or choose to leave MA plans, whether due to network adequacy standards or otherwise, or if
we fail to provide education to kidney patients in the manner specified by CMS, we could be subject to certain clinical,
operational, financial and legal risks, which could have a material adverse effect on our business, results of operations, financial
condition and cash flows. In addition, recent price and patient responsibility transparency regulations require health plans to
make certain pricing and patient responsibility information publicly available. Certain of the requirements went into effect
January 1, 2021 while others will go into effect January 1, 2024. There is a possibility that any changes by health plans
resulting from these regulations could impact our revenue and results of operations.
Certain payors have also been attempting to design and implement plans that restrict access to ESRD coverage both in
the commercial and individual market. Among other things, these restrictive plan designs seek to limit the duration and/or the
breadth of ESRD benefits, limit the number of in-network providers, set arbitrary provider reimbursement rates, or otherwise
restrict access to care, all of which may result in a decrease in the number of patients covered by commercial insurance. Payors
have also disputed the scope and duration of ESRD benefit coverage under their plans. Any of the foregoing, including
developments in plan design or new business activities of commercial payors, may lead to a significant decrease in the number
of patients with commercial plans, the duration of benefits for patients under commercial plans and/or a significant decrease in
the payment rates we receive, any of which would have a material adverse effect on our business, results of operations, financial
condition and cash flows.
In addition, some commercial payors are pursuing or have incorporated policies into their provider manuals limiting or
refusing to accept charitable premium assistance from non-profit organizations, such as the American Kidney Fund, which may
impact the number of patients who are able to afford commercial plans. Paying for coverage is a significant financial burden for
many patients, and ESRD disproportionately affects the low-income population. Charitable premium assistance supports
continuity of coverage and access to care for patients, many of whom are unable to continue working full-time as a result of
their severe condition. A material restriction in patients' ability to access charitable premium assistance may restrict the ability
of dialysis patients to obtain and maintain optimal insurance coverage, and may have a material adverse effect on our business,
results of operations, financial condition and cash flows.
For additional details regarding the impact of a decline in our patients under commercial plans, see the risk factor under
the heading "If the number or percentage of patients with higher-paying commercial insurance declines, it could have a
material adverse effect on our business, results of operations, financial condition and cash flows." For additional details
regarding specific risks we face regarding potential legislative or regulatory changes that, among other things, could result in
fewer patients covered under commercial plans or an increase of patients covered under more restrictive commercial plans with
lower reimbursement rates, see the discussion in the risk factor under the headings "Our business is subject to a complex set of
governmental laws, regulations and other requirements and any failure to adhere to those requirements, or any changes in
those requirements, could have a material adverse effect on our business, results of operations, financial condition and cash
flows, could materially harm our stock price, and in some circumstances, could materially harm our reputation;" and "Changes
in federal and state healthcare legislation or regulations could have a material adverse effect on our business, results of
operations, financial condition and cash flows."
If the number or percentage of patients with higher-paying commercial insurance declines, it could have a material
adverse effect on our business, results of operations, financial condition and cash flows.
Our revenue levels are sensitive to the number of our patients with higher-paying commercial insurance coverage and the
percentage of our patients under higher-paying commercial plans relative to government-based programs. A patient's insurance
coverage may change for a number of reasons, including changes in the patient's or a family member's employment status. A
material portion of our commercial revenue is concentrated with a limited number of commercial payors, and any changes
impacting our highest paying commercial payors will have a disproportionate impact on us. In addition, many patients with
commercial and government insurance rely on financial assistance from charitable organizations, such as the American Kidney
Fund. Certain payors have challenged our patients' and other providers' patients' ability to utilize assistance from charitable
organizations for the payment of premiums, including, without limitation, through litigation and other legal proceedings. The
37
use of charitable premium assistance for ESRD patients has also faced challenges and inquiries from legislators, regulators and
other governmental authorities, and this may continue. In addition, CMS or another regulatory agency or legislative authority
may issue a new rule or guidance that challenges or restricts charitable premium assistance. For additional details, see the risk
factor under the headings "Our business is subject to a complex set of governmental laws, regulations and other requirements
and any failure to adhere to those requirements, or any changes in those requirements, could have a material adverse effect on
our business, results of operations, financial condition and cash flows, could materially harm our stock price, and in some
circumstances, could materially harm our reputation;" and "Changes in federal and state healthcare legislation or regulations
could have a material adverse effect on our business, results of operations, financial condition and cash flows." If any of these
challenges to kidney patients' use of premium assistance is successful or restrictions are imposed on the use of financial
assistance from such charitable organizations or if organizations providing such assistance are no longer available such that
kidney patients are unable to obtain, or continue to receive or receive for a limited duration, such financial assistance, it could
have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, if our
assumptions about how kidney patients will respond to any change in financial assistance from charitable organizations are
incorrect, it could have a material adverse effect on our business, results of operations, financial condition and cash flows.
When Medicare becomes the primary payor for a patient, the payment rate we receive for that patient decreases from the
employer group health plan or commercial plan rate to the lower Medicare payment rate. If the number of our patients who
have Medicare or another government-based program as their primary payor increases, it could negatively impact the
percentage of our patients covered under commercial insurance plans. There are a number of factors that could drive a decline
in the percentage of our patients covered under commercial insurance plans, including, among others, a continued decline in the
rate of growth of the ESRD patient population, continued improved mortality or the reduced availability of commercial health
plans or reduced coverage by such plans through the ACA exchanges or otherwise due to changes to the marketplace,
healthcare regulatory system or otherwise. Commercial payors could also cease paying in the primary position after providing
30 months of coverage resulting in potentially material reductions in payment as the patient moves to Medicare primary.
Moreover, declining macroeconomic conditions, such as, for example, those resulting from the ongoing COVID-19 pandemic,
could also negatively impact the percentage of our patients covered under commercial insurance plans. To the extent there are
sustained or increased job losses in the U.S., we could experience a decrease in the number of patients covered under
commercial plans and/or an increase in uninsured and underinsured patients independent of whether general economic
conditions improve. If we experience higher numbers of uninsured or underinsured patients, it also would result in an increase
in uncollectible accounts.
Finally, the ultimate results of our continual negotiations with commercial payors under existing and potential new
agreements cannot be predicted and, among other things, could result in a decrease in the number of our patients covered by
commercial plans to the extent that we cannot reach agreement with commercial payors on rates and other terms, resulting in
termination or non-renewals of existing agreements and our inability to enter into new agreements. Our agreements and rates
with commercial payors may be impacted by new business activities of these commercial payors as well as steps that these
commercial payors have taken and may continue to take to control the cost of and/or the eligibility for access to the services
that we provide, including, without limitation, relative to products on and off the healthcare exchanges. These efforts could
impact the number of our patients who are eligible to enroll in commercial insurance plans, and remain on the plans, including
plans offered through healthcare exchanges. For additional detail on the risks related to commercial payor activity, including
restrictive plan design, see the discussion under the heading "We continuously have ongoing negotiations with commercial
payors, and if the average rates that commercial payors pay us decline significantly, if patients in commercial plans are subject
to restriction in plan designs or if we are unable to maintain contracts with payors with competitive terms, including, without
limitation, reimbursement rates, scope and duration of coverage and in-network benefits, it would have a material adverse
effect on our business, results of operations, financial condition and cash flows." We could also experience a further decrease in
the payments we receive for services if changes to the marketplace or the healthcare regulatory system result in fewer patients
covered under commercial plans or an increase of patients covered under more restrictive commercial plans with lower
reimbursement rates, among other things.
If there is a significant reduction in the number of patients under higher-paying commercial plans relative to government-
based programs that pay at lower rates or a significant increase in the number of patients that are uninsured and underinsured, it
would have a material adverse effect on our business, results of operations, financial condition and cash flows.
If we are not able to successfully implement our strategy with respect to home-based dialysis, including maintaining our
existing business and further developing our capabilities in a complex and highly regulated environment, it could have a
material adverse effect on our business, results of operations, financial condition and cash flows, and could materially
harm our reputation.
Our home-based dialysis services, which include home hemodialysis and peritoneal dialysis (PD), represented
approximately 17% of our U.S. dialysis patient services revenues for the year ended December 31, 2020, and have increasingly
38
become an important part of our overall strategy. In addition, home-based dialysis recently has been the subject of increased
political and industry focus. For example, in connection with the 2019 Executive Order, HHS set out specific goals related to
home dialysis and CMMI’s ESRD Treatment Choices mandatory payment model (ETC) included new incentives to encourage
dialysis at home. We are a leader in home-based dialysis and have made investments in processes and infrastructure to continue
to grow this modality. There are, however, risks associated with this growth, including, among other things, financial, legal and
operational risks related to our ability to design and develop infrastructure and to plan for capacity in a modality that is part of
an evolving marketplace. We may also be subject to associated risks related to our ability to successfully manage related
operational initiatives, find, train and retain appropriate staff, contract with payors for appropriate reimbursement, and maintain
processes to adhere to the complex regulatory and legal requirements, including without limitation those associated with billing
Medicare. For additional detail on risks associated with operating in a highly regulated environment, see "Our business is
subject to a complex set of governmental laws, regulations and other requirements and any failure to adhere to those
requirements, or any changes in those requirements, could have a material adverse effect on our business, results of operations,
financial condition and cash flows, could materially harm our stock price, and in some circumstances, could materially harm
our reputation." In addition to the above risks, certain risks inherent to home-based dialysis will increase as we expand our
home-based dialysis offerings, including risks related to managing transitions between in-center and home-based dialysis,
billing and telehealth systems, among others. For additional detail on risks associated with information systems and new
technology generally, see the risk factor under the heading "Failing to effectively maintain, operate or upgrade our information
systems or those of third-party service providers upon which we rely, including, without limitation, our clinical, billing and
collections systems could materially adversely affect our business, results of operations, financial condition and cash flows."
An increased focus on home-based dialysis is also indicative of the generally evolving market for kidney care. This
developing market may create additional opportunities for competition with relative ease of entry, and if we are unable to
successfully adapt to these marketplace developments in a timely and compliant manner, we may see a reduction in our overall
number of patients, among other things. Our response to the COVID-19 pandemic has also required us to impose certain
operational restrictions that may adversely impact certain home-based dialysis initiatives, and the extent of this impact may
depend on the severity or duration of the pandemic, among other things. For additional detail on the competitive landscape in
kidney care, see the risk factor under the heading "If we are unable to compete successfully, including, without limitation,
implementing our growth strategy and/or retaining patients and physicians willing to serve as medical directors, it could
materially adversely affect our business, results of operations, financial condition and cash flows," and for additional detail on
the impact of COVID-19 on our home-based dialysis business, see the risk factor under the heading "We face various risks
related to the dynamic and evolving novel coronavirus pandemic, any of which may have a material adverse impact on us." If
we are not able to successfully implement our strategy with respect to home-based dialysis, including maintaining our existing
business and further developing our capabilities in a complex and highly regulated environment, it could have a material
adverse effect on our business, results of operations, financial condition and cash flows, and could materially harm our
reputation.
Changes in the structure of and payment rates under the Medicare ESRD program could have a material adverse effect
on our business, results of operations, financial condition and cash flows.
A substantial portion of our dialysis revenues are generated from patients who have Medicare as their primary payor. For
patients with Medicare coverage, all ESRD payments for dialysis treatments are currently made under a single bundled payment
rate which provides a fixed payment rate to encompass all goods and services provided during the dialysis treatment that are
related to the treatment of dialysis, subject to certain adjustments as described below. Most lab services are also included in the
bundled payment.
Under the ESRD Prospective Payment System (PPS), bundled payments to a dialysis facility may be reduced by as much
as 2% based on the facility's performance in specified quality measures set annually by CMS through the ESRD Quality
Incentive Program, which was established by the Medicare Improvements for Patients and Providers Act of 2008. The bundled
payment rate is also adjusted for certain patient characteristics, a geographic usage index and certain other factors. In addition,
the ESRD PPS is subject to rebasing, which can have a positive financial effect, or a negative one if the government fails to
rebase in a manner that adequately addresses the costs borne by dialysis facilities. Similarly, as new drugs, services or labs are
added to the ESRD bundle, CMS' failure to adequately calculate the costs associated with the drugs, services or labs could have
a material adverse effect on our business, results of operations, financial condition and cash flows. In certain instances, new
injectable, intravenous or oral products may be reimbursed separately from the bundled payment through a transitional drug
add-on payment adjustment (TDAPA). For a discussion of certain risks associated with this transitional pricing process, see the
risk factor under the heading, "Changes in clinical practices, payment rates or regulations impacting pharmaceuticals could
have a material adverse effect on our business, results of operations, financial condition, and cash flows and negatively impact
our ability to care for patients."
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The current bundled payment system presents certain operating, clinical and financial risks, which include, without
limitation:
•
•
•
•
•
•
•
Risk that our rates are reduced by CMS. CMS publishes a final rule for the ESRD PPS each year and uncertainty about
future payment rates remains a material risk to our business.
Risk that CMS, on its own or through its contracted Medicare Administrative Contractors (MACs) or otherwise,
implements Local Coverage Determinations (LCDs) or implements payment provisions, policy or regulatory
mandates, including changes to the existing or future PPS, that limit our ability to either be paid for covered dialysis
services or bill for treatments or other drugs and services or other rules that may impact reimbursement. Such payment
rules and regulations and coverage determinations or related decisions could have an adverse impact on our operations
and revenue. There is also risk commercial insurers could seek to incorporate the requirements or limitations
associated with such LCDs or CMS guidance into their contracted terms with dialysis providers, which could have an
adverse impact on our revenue.
Risk that a MAC, or multiple MACs, change their interpretations of existing regulations, manual provisions and/or
guidance, or seek to implement or enforce new interpretations that are inconsistent with how we have interpreted
existing regulations, manual provisions and/or guidance.
Risk that CMS implements data and related reporting requirements that result in decreased reimbursement and/or
increased technology and operational costs.
Risk that increases in our operating costs will outpace the Medicare rate increases we receive. We expect operating
costs to continue to increase due to inflationary factors, such as increases in labor and supply costs, including, without
limitation, increases in maintenance costs and capital expenditures to improve, renovate and maintain our facilities,
equipment and information technology to meet changing regulatory requirements and business needs, regardless of
whether there is a compensating inflation-based increase in Medicare payment rates or in payments under the bundled
payment rate system.
Risk of continued federal budget sequestration cuts or other disruptions in federal government operations and funding.
As a result of the Budget Control Act of 2011, the Bipartisan Budget Act (BBA) and the CARES Act, an annual 2%
reduction to Medicare payments took effect on April 1, 2013, and has been extended through 2030 (though the
reduction was temporarily suspended from May 1, 2020 through March 31, 2021 in connection with COVID-19 relief
related legislation). These across-the-board spending cuts have affected and will continue to adversely affect our
business, results of operations, financial condition and cash flows. Any extended disruption in federal government
operations and funding, including an extended government shutdown, U.S. government debt default and/or failure of
the U.S. government to enact annual appropriations could have a material adverse effect on our business, results of
operations, financial condition and cash flows. Additionally, disruptions in federal government operations may delay
or negatively impact regulatory approvals and guidance that are important to our operations, and create uncertainty
about the pace of upcoming regulatory developments.
Risk that failure to adequately develop and maintain our clinical systems or failure of our clinical systems to operate
effectively could have a material adverse effect on our business, results of operations, financial condition and cash
flows. For example, in connection with claims for which at least part of the government's payments to us is based on
clinical performance or patient outcomes or co-morbidities, if our clinical systems fail to accurately capture the data
we report to CMS or we otherwise have data integrity issues with respect to the reported information, we might be
over-reimbursed by the government, which could, among other things, subject us to liability exclusion from
participation in federal healthcare programs, and penalties under the federal Civil Monetary Penalty statute and could
adversely impact our reputation.
We are subject to similar risks for services billed separately from the ESRD bundled payment, including, without
limitation, the risk that a MAC, or multiple MACs, change their interpretations of existing regulations, manual provisions and/
or guidance; or seek to implement or enforce new interpretations that are inconsistent with how we have interpreted existing
regulations, manual provisions and/or guidance.
In addition to the above risks under the current Medicare ESRD program, changing legislation and other regulatory and
executive developments have led and may continue to lead to the emergence of new models of care and other initiatives in both
the government and private sector that, among other things, may impact the structure of, and payment rates under, the Medicare
ESRD program. Moreover, the number of our patients with primary Medicare coverage may be subject to change, particularly
with the effectiveness of the Cures Act, which allows Medicare-eligible individuals with ESRD to enroll in Medicare Part C
MA managed care plans. For additional details regarding the risks we face for failing to adhere to our Medicare and Medicaid
40
regulatory compliance obligations or failing to adequately implement strategic initiatives to adjust to marketplace
developments, see the risk factor above under the headings "Our business is subject to a complex set of governmental laws,
regulations and other requirements and any failure to adhere to those requirements, or any changes in those requirements,
could have a material adverse effect on our business, results of operations, financial condition and cash flows, could materially
harm our stock price, and in some circumstances, could materially harm our reputation;" and "Changes in federal and state
healthcare legislation or regulations could have a material adverse effect on our business, results of operations, financial
condition and cash flows."
Changes in clinical practices, payment rates or regulations impacting pharmaceuticals could have a material adverse
effect on our business, results of operations, financial condition, and cash flows and negatively impact our ability to care
for patients.
Medicare bundles certain pharmaceuticals into the ESRD PPS payment rate at industry average doses and prices.
Variations above the industry average may be subject to partial reimbursement through the PPS outlier reimbursement policy.
Changes to industry averages, which can be caused by, among other things, changes in physician prescribing practices,
including in response to the introduction of new drugs, treatments or technologies, changes in best and/or accepted clinical
practice, changes in private or governmental payment criteria regarding pharmaceuticals, or the introduction of administration
policies may negatively impact our ability to obtain sufficient reimbursement levels for the care we provide, which could have a
material adverse effect on our business, results of operations, financial condition and cash flows. Physician practice patterns,
including their independent determinations as to appropriate pharmaceuticals and dosing, are subject to change, including, for
example, as a result of changes in labeling of pharmaceuticals or the introduction of new pharmaceuticals. Additionally,
commercial payors have increasingly examined their administration policies for pharmaceuticals and, in some cases, have
modified those policies. If such policy and practice trends or other changes to private and governmental payment criteria make
it more difficult to preserve our margins per treatment, it could have a material adverse effect on our business, results of
operations, financial condition and cash flows. Further, increased utilization of certain pharmaceuticals whose costs are
included in a bundled reimbursement rate, or decreases in reimbursement for pharmaceuticals whose costs are not included in a
bundled reimbursement rate, could also have a material adverse effect on our business, results of operation, financial condition
and cash flows.
Regulations and processes impacting reimbursement for pharmaceuticals and any changes thereto could similarly affect
our operating results. For example, from January 1, 2018 to December 31, 2020, calcimimetics was part of the Medicare Part B
payment and was subject to a TDAPA period prior to being incorporated into the payment bundle on January 1, 2021. During
this transitional period, the wider availability of generic supplies of oral calcimimetics drove the acquisition cost of that drug
down, which in turn lowered associated reimbursement rates and led to significant fluctuations in our levels of operating
income. In addition, we anticipate that a hypoxia-inducible factor (HIF) product could be approved by the FDA and available to
the market during 2021, but as of the date hereof, the timing and details of such an approval, including the contents of the
applicable FDA label, remain uncertain. We expect that HIF products will be subject to a TDAPA period prior to being
incorporated into the payment bundle. We are developing operational and clinical processes designed to provide the drug as
may be required under the applicable regulations and as may be prescribed by physicians and also are working to contract with
manufacturers of drug(s) to establish terms and access to the product, as well as payors, as applicable, for reimbursement and/or
administration of the drug. If HIF products are approved, we could experience significant fluctuations in our associated levels
of operating income and could be subject to material financial, operational and/or legal risk if we are not adequately reimbursed
for the cost of the drug, if we are unable to implement effective and appropriate operational measures to distribute the drug, if
we fail to implement appropriate storage and diversion controls or if we cannot obtain competitive pricing for the HIF, the
aggregate impact of these risks could have a material adverse effect on our business, results of operation, financial condition
and cash flows.
Similar operating and clinical rigor and appropriate processes will be needed for other potential new drugs, treatments or
technologies that are approved and come onto the market. Any failure to successfully contract with manufacturers for
competitive pricing, failure to successfully contract with the government or other payors for appropriate reimbursement, or
failure to prepare, develop and implement processes that provide for appropriate availability and use in our clinics could have a
material adverse impact on our business, results of operations, financial condition and cash flows. Additionally, as new kidney
care drugs, treatments or technologies are introduced over time, we expect that the use of transitional payment adjustments to
incorporate certain of these new drugs, treatments or technologies as defined by the CMS policy into the bundled Medicare Part
B ESRD payment may lead to fluctuations in associated levels of operating income and risk that the reimbursement levels of
such drugs, treatments or technologies may not adequately cover our cost to obtain the drug or other associated costs. Drivers of
these risks include, among other things, the risk that CMS may not provide adequate funding in the Medicare Part B ESRD
payment in the post-transitional period or such items are not covered by transitional add on pricing, in which case there may be
41
less clarity on the reimbursement, either of which may in turn materially adversely impact our business, results of operations,
financial condition and cash flows.
We may also be subject to increased inquiries or audits from a variety of governmental bodies or claims by third parties
related to pharmaceuticals, which would require management's attention and could result in significant legal expense. Any
negative findings could result in, among other things, substantial financial penalties or repayment obligations, the imposition of
certain obligations on and changes to our practices and procedures as well as the attendant financial burden on us to comply
with the obligations, or exclusion from future participation in the Medicare and Medicaid programs, and could have a material
adverse effect on our business, results of operations, financial condition, cash flows and reputation. For additional details, see
the risk factor under the heading "Our business is subject to a complex set of governmental laws, regulations and other
requirements and any failure to adhere to those requirements, or any changes in those requirements, could have a material
adverse effect on our business, results of operations, financial condition and cash flows, could materially harm our stock price,
and in some circumstances, could materially harm our reputation."
Changes in state Medicaid or other non-Medicare government-based programs or payment rates could have a material
adverse effect on our business, results of operations, financial condition and cash flows.
Primary coverage for a significant number of our patients comes from state Medicaid programs partially funded by the
federal government as well as other non-Medicare government-based programs, such as coverage through the Department of
Veterans Affairs (VA). As state governments and other governmental organizations face increasing financial hardship and
budgetary pressure, including as a result of the COVID-19 pandemic, we may in turn face reductions in payment rates, delays
in the receipt of payments, limitations on enrollee eligibility or other changes to the applicable programs. For example, certain
state Medicaid programs and the VA have recently considered, proposed or implemented payment rate reductions.
The VA adopted Medicare's bundled PPS pricing methodology for any veterans receiving treatment from non-VA
providers under a national contracting initiative. Since we are a non-VA provider, these reimbursements are tied to a percentage
of Medicare reimbursement, and we have exposure to any dialysis reimbursement changes made by CMS. Approximately 3%
of our U.S. dialysis net patient services revenues for the year ended December 31, 2020 were generated by the VA.
In 2019, we entered into a Nationwide Dialysis Services contract with the VA that includes five separate one-year
renewal periods throughout the term of the contract. The term structure is similar to our prior five-year agreement with the VA,
and is consistent with VA practice for similar provider agreements. With this contract award, the VA has agreed to keep our
percentage of Medicare reimbursement consistent with that under our prior agreement with the VA during the term of the
contract. As with that prior agreement, this agreement provides the VA with the right to terminate the agreements without cause
on short notice, among other things. Should the VA renegotiate, not renew or cancel these agreements for any reason, we may
cease accepting patients under this program and may be forced to close centers or experience lower reimbursement rates, which
could have a material adverse effect on our business, results of operations, financial condition and cash flows.
State Medicaid programs are increasingly adopting Medicare-like bundled payment systems, but sometimes these
payment systems are poorly defined and are implemented without any claims processing infrastructure, or patient or facility
adjusters. If these payment systems are implemented without any adjusters and claims processing infrastructure, Medicaid
payments will be substantially reduced and the costs to submit such claims may increase, which will have a negative impact on
our business, results of operations, financial condition and cash flows. In addition, some state Medicaid program eligibility
requirements mandate that citizen enrollees in such programs provide documented proof of citizenship. If our patients cannot
meet these proof of citizenship documentation requirements, they may be denied coverage under these programs, resulting in
decreased patient volumes and revenue. These Medicaid payment and enrollment changes, along with similar changes to other
non-Medicare government programs, could reduce the rates paid by these programs for dialysis and related services, delay the
receipt of payment for services provided and further limit eligibility for coverage which could have a material adverse effect on
our business, results of operations, financial condition and cash flows.
If we are unable to compete successfully, including, without limitation, implementing our growth strategy and/or
retaining patients and physicians willing to serve as medical directors, it could materially adversely affect our business,
results of operations, financial condition and cash flows.
Patient retention and the continued referrals of patients from referral sources such as hospitals and nephrologists, as well
as acquisitions, are some of the important parts of our growth strategy. In our U.S. dialysis business, we continue to face intense
competition from large and medium-sized providers, among others, which compete directly with us for the limited acquisition
targets as well as for individual patients and physicians qualified to serve as medical directors. U.S. regulations require medical
directors for each center. As we and our competitors continue to grow and open new dialysis centers, we may not be able to
retain an adequate number of nephrologists to serve as medical directors. Competition in existing and expanding geographies or
areas is intense, and is not limited to large competitors with substantial financial resources or to established participants in the
42
dialysis space. We also compete with individual nephrologists who have opened their own dialysis units or facilities. Moreover,
as we continue our expansion into various international markets, we will continue to face competition from large and medium-
sized providers, among others, for acquisition targets.
In addition, Fresenius Medical Group, our largest competitor, manufactures a full line of dialysis supplies and equipment
in addition to owning and operating dialysis centers. This may, among other things, give it cost advantages over us because of
its ability to manufacture its own products. See further discussion regarding risks associated with our suppliers and new
technologies under the heading "If certain of our suppliers do not meet our needs, if there are material price increases on
supplies, if we are not reimbursed or adequately reimbursed for drugs we purchase or if we are unable to effectively access new
technology or superior products, it could negatively impact our ability to effectively provide the services we offer and could
have a material adverse effect on our business, results of operations, financial condition and cash flows."
In addition to traditional dialysis providers, there have been a number of announcements by non-traditional dialysis
providers and others, which relate to entry into the dialysis and pre-dialysis space, the development of innovative technologies,
or the commencement of new business activities that could be disruptive to the industry. Some of these new entrants have
considerable financial resources. Although these and other potential competitors may face operational or financial challenges,
the highly-competitive and evolving dialysis and pre-dialysis marketplaces have presented some opportunities for relative ease
of entry for these and other potential competitors. As a result, we may compete with these smaller or non-traditional providers
or others in an asymmetrical environment with respect to data and regulatory requirements that we face as an ESRD service
provider, thereby negatively impacting our ability to effectively compete. These and other factors have continued to drive
change in the dialysis and pre-dialysis space, and if we are unable to successfully adapt to these dynamics, it could have a
material adverse impact on our business, results of operations, financial condition and cash flows.
Furthermore, each of the aforementioned competitive pressures and related risks may be impacted by a continued decline
in the rate of growth of the ESRD patient population, higher mortality rates for dialysis patients or other reductions in demand
for dialysis treatments. The recent 2020 annual data report from the United States Renal Data System (USRDS) suggests that
the rate of growth of the ESRD patient population is declining relative to long term trends. A number of factors may impact
ESRD growth rates, including, without limitation, the aging of the U.S. population, incidence rates for diseases that cause
kidney failure such as diabetes and hypertension, transplant rates, mortality rates for dialysis patients and growth rates of
minority populations with higher than average incidence rates of ESRD. Certain of these factors, in particular the mortality rates
for dialysis patients, have been impacted by the COVID-19 pandemic. The magnitude of these cumulative COVID-19 related
impacts on our patient census and treatment volumes has been substantial and depending on the ultimate severity and duration
of the pandemic, could be material. For additional information, see the risk factor under the heading "Changes in the structure
of and payment rates under the Medicare ESRD program could have a material adverse effect on our business, results of
operations, financial condition and cash flows."
If we are not able to effectively implement our growth strategy, including by making acquisitions at the desired pace or
at all; if we are not able to continue to maintain the expected or desired level of non-acquired growth; or if we experience
significant patient attrition either as a result of new business activities in the dialysis or pre-dialysis space by our existing
competitors, other market participants, new entrants, new technology or other forms of competition, or as a result of reductions
in demand for dialysis treatments, including, without limitation, due to increased mortality rates for dialysis patients resulting
from COVID-19 or otherwise, reduced prevalence of ESRD or an increase in the number of kidney transplants, it could
materially adversely affect our business, results of operations, financial condition and cash flows.
We may engage in acquisitions, mergers, joint ventures or dispositions, which may materially affect our results of
operations, debt-to-capital ratio, capital expenditures or other aspects of our business, and, under certain
circumstances, could have a material adverse effect on our business, results of operations, financial condition and cash
flows and could materially harm our reputation.
Our business strategy includes growth through acquisitions of dialysis centers and other businesses, as well as through
entry into joint ventures. We may engage in acquisitions, mergers, joint ventures or dispositions or expand into new business
lines or models, which may affect our results of operations, debt-to-capital ratio, capital expenditures or other aspects of our
business. There can be no assurance that we will be able to identify suitable acquisition targets or merger partners or buyers for
dispositions or that, if identified, we will be able to agree to terms with merger partners, acquire these targets or make these
dispositions on acceptable terms or on the desired timetable. There can also be no assurance that we will be successful in
completing any acquisitions, mergers or dispositions that we announce, executing new business lines or models or integrating
any acquired business into our overall operations. There is no guarantee that we will be able to operate acquired businesses
successfully as stand-alone businesses, or that any such acquired business will operate profitably or will not otherwise have a
material adverse effect on our business, results of operations, financial condition and cash flows or materially harm our
reputation. In addition, acquisition, merger or joint venture activity conducted as part of our overall growth strategy is subject to
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antitrust and competition laws, and antitrust regulators can investigate future (or pending) and consummated transactions. These
laws could impact our ability to pursue these transactions, and under certain circumstances, could result in mandated
divestitures, among other things. If a proposed transaction or series of transactions is subject to challenge under antitrust or
competition laws, we may incur substantial legal costs, management’s attention and resources may be diverted, and if we are
found to have violated these or other related laws, regulations or requirements, we could suffer severe consequences that could
have a material adverse effect on our business, results of operations, financial condition and cash flows and could materially
harm our reputation and stock price. For additional detail, see the risk factor under the heading "Our business is subject to a
complex set of governmental laws, regulations and other requirements and any failure to adhere to those requirements, or any
changes in those requirements, could have a material adverse effect on our business, results of operations, financial condition
and cash flows, could materially harm our stock price, and in some circumstances, could materially harm our reputation."
Further, we cannot be certain that key talented individuals at the business being acquired will continue to work for us after the
acquisition or that they will be able to continue to successfully manage or have adequate resources to successfully operate any
acquired business. In addition, certain of our acquired dialysis centers and facilities have been in service for many years, which
may result in a higher level of maintenance costs. Further, our facilities, equipment and information technology may need to be
improved or renovated to maintain or increase operational efficiency, compete for patients and medical directors, or meet
changing regulatory requirements. Increases in maintenance costs and/or capital expenditures could have, under certain
circumstances, a material adverse effect on our business, results of operations, financial condition and cash flows.
Businesses we acquire may have unknown or contingent liabilities or liabilities that are in excess of the amounts that we
originally estimated, and may have other issues, including, without limitation, those related to internal controls over financial
reporting or issues that could affect our ability to comply with healthcare laws and regulations and other laws applicable to our
expanded business, which could harm our reputation. As a result, we cannot make any assurances that the acquisitions we
consummate will be successful. Although we generally seek indemnification from the sellers of businesses we acquire for
matters that are not properly disclosed to us, we are not always successful. In addition, even in cases where we are able to
obtain indemnification, we may discover liabilities greater than the contractual limits, the amounts held in escrow for our
benefit (if any), or the financial resources of the indemnifying party. In the event that we are responsible for liabilities
substantially in excess of any amounts recovered through rights to indemnification or alternative remedies that might be
available to us, or any applicable insurance, we could suffer severe consequences that would have a material adverse effect on
our business, results of operations, financial condition and cash flows and could materially harm our reputation.
In addition, under the terms of the equity purchase agreement for the DMG sale (the DMG sale agreement), we agreed to
certain indemnification obligations, including with respect to claims for breaches of our representations and warranties
regarding compliance with law, litigation, absence of undisclosed liabilities, employee benefit matters, labor matters, or taxes,
among others, and other claims for which we provided the buyer with a special indemnity. As a result, we may become
obligated to make payments to the buyer relating to our previous ownership and operation of the DMG business. Any such
post-closing liabilities and required payments under the DMG sale agreement, or otherwise, or in connection with any other
past or future disposition of material assets or businesses could individually or in the aggregate have a material adverse effect
on our business, results of operations, financial condition and cash flows and could materially harm our reputation.
Additionally, joint ventures, including, without limitation, our Asia Pacific joint venture, and minority investments
inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal,
operational and/or compliance risks associated with the joint venture or minority investment. In addition, we may be dependent
on joint venture partners, controlling shareholders or management who may have business interests, strategies or goals that are
inconsistent with ours. Business decisions or other actions or omissions of the joint venture partner, controlling shareholders or
management may require us to make capital contributions or necessitate other payments, result in litigation or regulatory action
against us, result in reputational harm to us or adversely affect the value of our investment or partnership, among other things.
In addition, we have potential obligations to purchase the interests held by third parties in many of our joint ventures as a result
of put provisions that are exercisable at the third party's discretion within specified time periods, pursuant to the applicable
agreement. If these put provisions were exercised, we would be required to purchase the third party owner's equity interest,
generally at the appraised market value. There can be no assurances that these joint ventures and/or minority investments,
including, without limitation, our Asia Pacific joint venture, ultimately will be successful.
If certain of our suppliers do not meet our needs, if there are material price increases on supplies, if we are not
reimbursed or adequately reimbursed for drugs we purchase or if we are unable to effectively access new technology or
superior products, it could negatively impact our ability to effectively provide the services we offer and could have a
material adverse effect on our business, results of operations, financial condition and cash flows.
We have significant suppliers, with a substantial portion of our total vendor spend concentrated with a limited number of
third party suppliers. These third party suppliers include, without limitation, suppliers of pharmaceuticals that may be the
primary source of products critical to the services we provide, or to which we have committed obligations to make purchases,
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sometimes at particular prices. If any of these suppliers do not meet our needs for the products they supply, including, without
limitation, in the event of a product recall, shortage or dispute, and we are not able to find adequate alternative sources, if we
experience material price increases from these suppliers that we are unable to mitigate, or if some of the drugs that we purchase
from our suppliers are not reimbursed or not adequately reimbursed by commercial or government payors, or if we are unable
to secure products, including pharmaceuticals at competitive rates and within the desired time frame, it could have a material
adverse impact on our business, results of operations, financial condition and cash flows. In addition, the technology related to
the products critical to the services we provide is subject to new developments which may result in superior products. If we are
not able to access superior products on a cost-effective basis, either due to competitive conditions in the marketplace or
otherwise, or if suppliers are not able to fulfill our requirements for such products, we could face patient attrition and other
negative consequences which could have a material adverse effect on our business, results of operations, financial condition and
cash flows.
Expansion of our operations to and offering our services in markets outside of the U.S. subjects us to political, economic,
legal, operational and other risks that could have a material adverse effect on our business, results of operations,
financial condition, cash flows and reputation.
We are continuing to expand our operations by offering our services and entering new lines of business in certain
markets outside of the U.S., which increases our exposure to the inherent risks of doing business in international markets.
Depending on the market, these risks include those relating to:
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changes in the local economic environment;
political instability, armed conflicts or terrorism;
public health crises, such as pandemics or epidemics, including the COVID-19 pandemic;
social changes;
intellectual property legal protections and remedies;
trade regulations;
procedures and actions affecting approval, production, pricing, reimbursement and marketing of products and services;
foreign currency;
additional U.S. and foreign taxes;
export controls;
antitrust and competition laws and regulations;
lack of reliable legal systems which may affect our ability to enforce contractual rights;
changes in local laws or regulations, or interpretation or enforcement thereof;
potentially longer ramp-up times for starting up new operations and for payment and collection cycles;
financial and operational, and information technology systems integration;
failure to comply with U.S. laws, such as the FCPA, or local laws that prohibit us, our partners, or our partners' or our
agents or intermediaries from making improper payments to foreign officials or any third party for the purpose of
obtaining or retaining business; and
data and privacy restrictions.
Issues relating to the failure to comply with applicable non-U.S. laws, requirements or restrictions may also impact our
domestic business and/or raise scrutiny on our domestic practices.
Additionally, some factors that will be critical to the success of our international business and operations will be different
than those affecting our domestic business and operations. For example, conducting international operations requires us to
devote significant management resources to implement our controls and systems in new markets, to comply with local laws and
regulations, including to fulfill financial reporting and records retention requirements among other things, and to overcome the
numerous new challenges inherent in managing international operations, including, without limitation, challenges based on
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differing languages and cultures, challenges related to establishing clinical operations in differing regulatory and compliance
environments, and challenges related to the timely hiring, integration and retention of a sufficient number of skilled personnel
to carry out operations in an environment with which we are not familiar.
Any expansion of our international operations through acquisitions or through organic growth could increase these risks.
Additionally, while we may invest material amounts of capital and incur significant costs in connection with the growth and
development of our international operations, including to start up or acquire new operations, we may not be able to operate
them profitably on the anticipated timeline, or at all.
These risks could have a material adverse effect on our business, results of operations, financial condition, cash flows
and could materially harm our reputation.
If our joint ventures were found to violate the law, we could suffer severe consequences that would have a material
adverse effect on our business, results of operations, financial condition and cash flows and could materially harm our
reputation.
As of December 31, 2020, we owned a controlling interest in numerous dialysis-related joint ventures, which represented
approximately 27% of our U.S. dialysis revenues for the year ended December 31, 2020. In addition, we also owned
noncontrolling equity investments in several other dialysis related joint ventures. We expect to continue to increase the number
of our joint ventures. Many of our joint ventures with physicians or physician groups also have certain physician owners
providing medical director services to centers we own and operate. Because our relationships with physicians are governed by
the federal and state anti-kickback statutes, we have sought to structure our joint venture arrangements to satisfy as many
federal safe harbor requirements as we believe are commercially reasonable. Our joint venture arrangements do not satisfy all of
the elements of any safe harbor under the federal Anti-Kickback Statute, however, and therefore are susceptible to government
scrutiny. Additionally, our joint ventures and minority investments inherently involve a lesser degree of control over business
operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the joint
venture or minority investment. If our joint ventures are found to violate applicable laws or regulations, we could suffer severe
consequences that would have a material adverse effect on our business, results of operations, financial condition and cash
flows and could materially harm our reputation. For additional information on these risks, see the risk factors under the
headings "Our business is subject to a complex set of governmental laws, regulations and other requirements and any failure to
adhere to those requirements, or any changes in those requirements, could have a material adverse effect on our business,
results of operations, financial condition and cash flows, could materially harm our stock price, and in some circumstances,
could materially harm our reputation" and "We may engage in acquisitions, mergers, joint ventures or dispositions, which may
materially affect our results of operations, debt-to-capital ratio, capital expenditures or other aspects of our business, and,
under certain circumstances, could have a material adverse effect on our business, results of operations, financial condition
and cash flows and could materially harm our reputation."
There are significant risks associated with estimating the amount of dialysis revenues and related refund liabilities that
we recognize, and if our estimates of revenues and related refund liabilities are materially inaccurate, it could impact
the timing and the amount of our revenues recognition or have a material adverse effect on our business, results of
operations, financial condition and cash flows.
There are significant risks associated with estimating the amount of U.S. dialysis net patient services revenues and
related refund liabilities that we recognize in a reporting period. The billing and collection process is complex due to ongoing
insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payor
issues, such as ensuring appropriate documentation. Determining applicable primary and secondary coverage for approximately
204,200 U.S. patients at any point in time, together with the changes in patient coverage that occur each month, requires
complex, resource-intensive processes. Errors in determining the correct coordination of benefits may result in refunds to
payors. Revenues associated with Medicare and Medicaid programs are also subject to estimating risk related to the amounts
not paid by the primary government payor that will ultimately be collectible from other government programs paying secondary
coverage, the patient's commercial health plan secondary coverage or the patient. Collections, refunds and payor retractions
typically continue to occur for up to three years and longer after services are provided. We generally expect our range of U.S.
dialysis net patient services revenues estimating risk to be within 1% of net revenues for the segment. If our estimates of U.S.
dialysis net patient services revenues and related refund liabilities are materially inaccurate, it could impact the timing and the
amount of our revenues recognition and have a material adverse impact on our business, results of operations, financial
condition and cash flows.
Our ancillary services and strategic initiatives, including, without limitation, our international operations, that we
operate or invest in now or in the future may generate losses and may ultimately be unsuccessful. In the event that one
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or more of these activities is unsuccessful, our business, results of operations, financial condition and cash flows may be
negatively impacted and we may have to write off our investment and incur other exit costs.
Our ancillary services and strategic initiatives are subject to many of the same risks, regulations and laws, as described in
the risk factors related to our dialysis business set forth in this Part I, Item 1A, and are also subject to additional risks,
regulations and laws specific to the nature of the particular strategic initiative. We expect to add additional service offerings to
our business and pursue additional strategic initiatives in the future as circumstances warrant, which could include healthcare
services not related to dialysis. Many of these initiatives require or would require investments of both management and
financial resources and can generate significant losses for a substantial period of time and may not become profitable in the
expected timeframe or at all. There can be no assurance that any such strategic initiative will ultimately be successful. Any
significant change in market conditions or business performance, including, without limitation, as a result of the COVID-19
pandemic, or in the political, legislative or regulatory environment, may impact the performance or economic viability of any of
these strategic initiatives.
If any of our ancillary services or strategic initiatives, including our international operations, are unsuccessful, it would
have a negative impact on our business, results of operations, financial condition and cash flows, and we may determine to exit
that line of business. We could incur significant termination costs if we were to exit certain of these lines of business. In
addition, we may incur a material write-off or an impairment of our investment, including, without limitation, goodwill or other
assets, in one or more of our ancillary services or strategic initiatives. In that regard, we have taken, and may in the future take,
impairment and restructuring charges in addition to those described above related to our ancillary services and strategic
initiatives, including, without limitation, in our international and pharmacy businesses.
If a significant number of physicians were to cease referring patients to our dialysis centers, whether due to law, rule or
regulation, new competition, a perceived decrease in the quality of service levels at our centers or other reasons, it would
have a material adverse effect on our business, results of operations, financial condition and cash flows.
Physicians, including medical directors, choose where they refer their patients. Some physicians prefer to have their
patients treated at dialysis centers where they or other members of their practice supervise the overall care provided as medical
director of the center. As a result, referral sources for many of our centers include the physician or physician group providing
medical director services to the center.
Our medical director contracts are for fixed periods, generally ten years, and at any given time a large number of them
could be up for renewal at the same time. Medical directors have no obligation to extend their agreements with us and, under
certain circumstances, our former medical directors may choose to provide medical director services for competing providers or
establish their own dialysis centers in competition with ours. Neither our current nor former medical directors have an
obligation to refer their patients to our centers. In addition, there are a number of new entrants into the dialysis space, and
physicians, including medical directors, may refer patients to these new entrants rather than the Company.
The aging of the nephrologist population and opportunities presented by our competitors may negatively impact a
medical director's decision to enter into or extend his or her agreement with us. Moreover, a perceived decrease in the quality of
service levels at our centers or different affiliation models in the changing healthcare environment that limit a nephrologist's
choice in where he or she can refer patients, such as an increase in the number of physicians becoming employed by hospitals,
may limit a nephrologist's ability or desire to refer patients to our centers or otherwise negatively impact treatment volumes.
In addition, if the terms of any existing agreement are found to violate applicable laws, there can be no assurances that
we would be successful in restructuring the relationship, which would lead to the early termination of the agreement. If we are
unable to obtain qualified medical directors to provide supervision of the operations and care provided at our dialysis centers, it
could affect physicians' desire to refer patients to our dialysis centers. If a significant number of physicians were to cease
referring patients to our dialysis centers, it would have a material adverse effect on our business, results of operations, financial
condition and cash flows.
If our labor costs continue to rise, including due to shortages, changes in certification requirements and/or higher than
normal turnover rates in skilled clinical personnel; or currently pending or future governmental laws, rules, regulations
or initiatives impose additional requirements or limitations on our operations or profitability; or, if we are unable to
attract and retain key leadership talent, we may experience disruptions in our business operations and increases in
operating expenses, among other things, which could have a material adverse effect on our business, results of
operations, financial condition and cash flows.
We face increasing labor costs generally, and in particular, we continue to face increased labor costs and difficulties in
hiring nurses due to a nationwide shortage of skilled clinical personnel that has been exacerbated by the ongoing COVID-19
pandemic. We have incurred and expect to continue to incur increased labor costs and experience staffing challenges related to
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COVID-19 while the pandemic persists, the extent of which will depend on the severity and duration of the pandemic, among
other things. For additional discussion of the risks facing us related to COVID-19, see the risk factor under the heading "We
face various risks related to the dynamic and evolving novel coronavirus pandemic, any of which may have a material adverse
impact on us." We compete for nurses with hospitals and other healthcare providers. This nursing shortage may limit our ability
to expand our operations. Furthermore, changes in certification requirements can impact our ability to maintain sufficient staff
levels, including to the extent our teammates are not able to meet new requirements, among other things. In addition, if we
experience a higher than normal turnover rate for our skilled clinical personnel, our operations and treatment growth may be
negatively impacted, which could adversely affect our business, results of operations, financial condition and cash flows. We
also face competition in attracting and retaining talent for key leadership positions. If we are unable to attract and retain
qualified individuals, we may experience disruptions in our business operations, including, without limitation, our ability to
achieve strategic goals, which could have a material adverse effect on our business, results of operations, financial condition
and cash flows. For additional information on these risks, see the risk factors under the headings "Our business is subject to a
complex set of governmental laws, regulations and other requirements and any failure to adhere to those requirements, or any
changes in those requirements, could have a material adverse effect on our business, results of operations, financial condition
and cash flows, could materially harm our stock price, and in some circumstances, could materially harm our reputation;" and
"Changes in federal and state healthcare legislation or regulations could have a material adverse effect on our business, results
of operations, financial condition and cash flows."
Our business is labor intensive and could be materially adversely affected if we are unable to attract and retain
employees or if union organizing activities or legislative or other changes result in significant increases in our operating
costs or decreases in productivity.
Our business is labor intensive, and our financial and operating results have been and continue to be subject to variations
in labor-related costs, productivity and the number of pending or potential claims against us related to labor and employment
practices. Political or other efforts at the national or local level could result in actions or proposals that increase the likelihood
of success of union organizing activities at our facilities and ongoing union organizing activities at our facilities could continue
or increase for other reasons. We could experience an upward trend in wages and benefits and labor and employment claims,
including, without limitation, the filing of class action suits, or adverse outcomes of such claims, or face work stoppages. In
addition, we are and may continue to be subject to targeted corporate campaigns by union organizers in response to which we
have been and may continue to be required to expend substantial resources, both time and financial. Any of these events or
circumstances could have a material adverse effect on our employee relations, treatment growth, productivity, business, results
of operations, financial condition and cash flows.
Failing to effectively maintain, operate or upgrade our information systems or those of third-party service providers
upon which we rely, including, without limitation, our clinical, billing and collections systems could materially adversely
affect our business, results of operations, financial condition and cash flows.
Our business depends significantly on effective information systems. Our information systems require an ongoing
commitment of significant resources to maintain, upgrade and enhance existing systems and develop or contract for new
systems in order to keep pace with continuing changes in information processing technology, emerging cybersecurity risks and
threats, evolving industry, legal and regulatory standards and requirements, new models of care, and other changes in our
business, among other things. For example, the provisions related to data interoperability, information blocking, and patient
access in the Cures Act include, among other things, changes to the Office of the National Coordinator for Health Information
Technology’s (ONC's) Health IT Certification Program and requirements that CMS-regulated payors make relevant claims/care
data and provider directory information available through standardized patient access and provider directory application
programming interfaces (APIs) that connect to provider electronic health records. We have made and continue to make
investments in building data interoperability capabilities, including as part of building on our integrated care capabilities as
noted above, and continue to evaluate the potential impact of the CMS and ONC final rules. Any failure to adequately comply
with these rules may adversely impact our Medicare business, our ability to scale our integrated care business and our ability to
compete with certain smaller and/or non-traditional providers taking advantage of an asymmetrical environment with respect to
data and/or regulatory requirements given our status as an ESRD service provider. There can be no assurances that the
implementation of planned enhancements to our systems, such as our implementation of these data interoperability provisions
or our other efforts that are currently ongoing to upgrade and better integrate our clinical systems, will be successful or that we
will ultimately realize anticipated benefits from investments in new or existing information systems. In addition, we may from
time to time obtain significant portions of our systems-related support, technology or other services from independent third
parties, which may make our operations vulnerable if such third parties fail to perform adequately.
Failure to successfully implement, operate and maintain effective and efficient information systems with adequate
technological capabilities, deficiencies or defects in the systems and related technology, or our failure to efficiently and
effectively consolidate our information systems to eliminate redundant or obsolete applications, could result in competitive
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disadvantages, which could have a material adverse effect on our business, financial condition and results of operations. For
additional information on the risks we face in a highly competitive market, see the risk factor under the heading, "If we are
unable to compete successfully, including, without limitation, implementing our growth strategy and/or retaining patients and
physicians willing to serve as medical directors, it could materially adversely affect our business, results of operations,
financial condition and cash flows." If the information we rely upon to run our business was found to be inaccurate or
unreliable or if we or third parties on which we rely fail to adequately maintain information systems and data integrity
effectively, whether due to software deficiencies, human coding or implementation error or otherwise, we could experience
difficulty meeting clinical outcome goals, face regulatory problems, including sanctions and penalties, incur increases in
operating expenses or suffer other adverse consequences, any of which could be material. Moreover, failure to adequately
protect and maintain the integrity of our information systems (including our networks) and data, or information systems and
data hosted by third parties upon which we rely, could subject us to severe consequences as described in the risk factor under
the heading "Privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and
standards, including with respect to third-party service providers that utilize sensitive personal information on our behalf, or if
we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems or defend against
cybersecurity attacks, we may be subject to government or private actions due to privacy and security breaches or suffer losses
to our data and information technology assets, any of which could have a material adverse effect on our business, results of
operations, financial condition and cash flows or materially harm our reputation."
Our billing system, among others, is critical to our billing operations. If there are defects in the billing system, or billing
systems or services of third parties upon which we rely, we may experience difficulties in our ability to successfully bill and
collect for services rendered, including, without limitation, a delay in collections, a reduction in the amounts collected,
increased risk of retractions from and refunds to commercial and government payors, an increase in our provision for
uncollectible accounts receivable and noncompliance with reimbursement laws and related requirements, any or all of which
could materially adversely affect our results of operations.
In the clinical environment, a failure of our clinical systems, or the systems of our third-party service providers, to
operate effectively could have a material adverse effect on our business, the clinical care provided to patients, results of
operations, financial condition and cash flows. For example, in connection with claims for which at least part of the
government's payments to us is based on clinical performance or patient outcomes or co-morbidities, if relevant clinical systems
fail to accurately capture the data we report to CMS or we otherwise have data integrity issues with respect to the reported
information, this could impact our payments from government payors as well as our ability to retain funds paid to us based on
the inaccurate information.
Additionally, we expect the highly competitive environment in which we operate to become increasingly more
competitive as the market evolves and new technologies are introduced. This dynamic environment requires continuous
investment in new technologies and clinical applications. Machine learning and artificial intelligence are increasingly driving
innovations in technology, and parts of our operations may employ robotics. If these technologies or applications fail to operate
as anticipated or do not perform as specified, including due to potential design defects and defects in the development of
algorithms or other technologies, human error or otherwise, our clinical operations, business and reputation may be harmed. If
we are unable to successfully maintain, enhance or operate our information systems, including through the implementation of
such technologies or applications in our clinical operations and laboratory, we may be, among other things, unable to efficiently
adapt to evolving laws and requirements, unable to remain competitive with others who successfully implement and advance
this technology, subject to increased risk under existing laws, regulations and requirements that apply to our business, and our
patients' safety may be adversely impacted, any of which could have a material adverse impact on our business, results of
operations and financial condition and could materially harm our reputation. For additional detail, see the discussion in the risk
factor under the heading "Our business is subject to a complex set of governmental laws, regulations and other requirements
and any failure to adhere to those requirements, or any changes in those requirements, could have a material adverse effect on
our business, results of operations, financial condition and cash flows, could materially harm our stock price, and in some
circumstances, could materially harm our reputation.”
General Risk Factors
The level of our current and future debt could have an adverse impact on our business, and our ability to generate cash
to service our indebtedness and for other intended purposes and our ability to maintain compliance with debt covenants
depends on many factors beyond our control.
We have a substantial amount of indebtedness outstanding and we may incur substantial additional indebtedness in the
future, including indebtedness incurred to finance repurchases of our common stock pursuant to our share repurchase
authorization discussed under "Stock Repurchases" in Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations." As described in Note 13 to the consolidated financial statements included in this report,
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we are party to a senior secured credit agreement (the Credit Agreement), which consists of a secured term loan A facility, a
secured term loan B-1 facility and a secured revolving line of credit in the aggregate principal amount of $1 billion. Our long-
term indebtedness also includes $3.250 billion aggregate principal amount of senior notes.
If we are unable to generate sufficient cash to service our indebtedness and for other intended purposes, it could, for
example:
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increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments,
repurchases of stock at the levels intended or announced, or at all, and other general corporate purposes;
limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
expose us to interest rate volatility that could adversely affect our business, results of operations, financial condition
and cash flows, and our ability to service our indebtedness;
place us at a competitive disadvantage compared to our competitors that have less debt; and
limit our ability to borrow additional funds, or to refinance existing debt on favorable terms when otherwise available
or at all.
Our senior secured credit facilities bear, and other indebtedness we may incur in the future may bear, interest at a
variable rate. As a result, at any given time interest rates on the senior secured credit facilities and any other variable rate debt
could be higher or lower than current levels. If interest rates increase, our debt service obligations on our variable rate
indebtedness will increase even though the amount borrowed remains the same, and therefore net income and associated cash
flows, including cash available for servicing our indebtedness, will correspondingly decrease.
Our indebtedness levels and the required payments on such indebtedness may also be impacted by expected reforms
related to LIBOR. The variable interest rates payable under our senior secured credit facilities are linked to LIBOR as the
benchmark for establishing such rates. The LIBOR benchmark has been the subject of recent national, international and other
regulatory guidance and reform proposals. The reforms may cause LIBOR to perform differently from the past and LIBOR may
ultimately cease to exist after 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee,
a steering committee comprised of, among other entities, large U.S. financial institutions, is considering replacing U.S. dollar
LIBOR with a new index that measures the cost of borrowing cash overnight, backed by U.S. Treasury securities (SOFR).
Whether or not SOFR or any other potential alternative reference rate attains market traction as a LIBOR replacement rate
remains in question. Our senior secured credit facilities include mechanics to facilitate the adoption by us and our lenders of an
alternative benchmark rate for use in place of LIBOR; however, no assurance can be made that we and our lenders will agree on
such an alternative rate and, even if agreed upon, such alternative rate may not perform in a manner similar to LIBOR and may
result in interest rates that are higher or lower than those that would have resulted had LIBOR remained in effect.
Our ability to make payments on our indebtedness, to fund planned capital expenditures and expansion efforts, including,
without limitation, any strategic acquisitions we may make in the future, to repurchase our stock at the levels intended or
announced and to meet our other liquidity needs, will depend on our ability to generate cash. This depends not only on the
success of our business but is also subject to economic, financial, competitive, regulatory and other factors that are beyond our
control. We cannot provide assurances that our business will generate sufficient cash flows from operations in the future or that
future borrowings will be available to us in amounts sufficient to enable us to service our indebtedness or to fund our working
capital and other liquidity needs, including those described above. If we are unable to generate sufficient funds to service our
outstanding indebtedness or to meet our working capital or other liquidity needs, including those described above, we would be
required to refinance, restructure, or otherwise amend some or all of such indebtedness, sell assets, change or reduce our
intended or announced uses or strategy for capital deployment, including, without limitation, for stock repurchases, reduce
capital expenditures, planned expansions or other strategic initiatives, or raise additional cash through the sale of our equity or
equity-related securities. We cannot make any assurances that any such refinancing, restructurings, amendments, sales of assets,
or issuances of equity or equity-related securities can be accomplished or, if accomplished, will be on favorable terms or would
raise sufficient funds to meet these obligations or our other liquidity needs.
In addition, we may continue to incur indebtedness in the future, and the amount of that additional indebtedness may be
substantial. Although the Credit Agreement includes covenants that could limit our indebtedness, we currently have, and expect
to continue to have, the ability to incur substantial additional debt. The risks described in this risk factor could intensify as new
50
debt is added to current debt levels or if we incur any new debt obligations that subject us to restrictive covenants that limit our
financial and operational flexibility. Any breach or failure to comply with any of these covenants could result in a default under
our indebtedness.
Any failure to pay any of our indebtedness when due or any other default under our credit facilities or our other
indebtedness could have a material adverse effect on our business, results of operations, financial condition and cash flows, and
could trigger cross default or cross acceleration provisions in our other debt instruments, thereby permitting the holders of that
other indebtedness to demand immediate repayment or cease to make future extensions of credit, and, in the case of secured
indebtedness, to take possession of and sell the collateral securing such indebtedness to satisfy our obligations.
The borrowings under our senior secured credit facilities and senior indentures are guaranteed by certain of our domestic
subsidiaries, and borrowings under our senior secured credit facilities are secured by substantially all of our and certain of our
domestic subsidiaries' assets. Such guarantees and the fact that we have pledged such assets may make it more difficult and
expensive for us to make, or under certain circumstances could effectively prevent us from making, additional secured and
unsecured borrowings.
We could be subject to adverse changes in tax laws, regulations and interpretations or challenges to our tax positions.
We are subject to tax laws and regulations of the U.S. federal, state and local governments as well as various foreign
jurisdictions. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. As the
tax rates vary among jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result
in an unfavorable or favorable change in our overall tax provision.
Changes in tax laws or regulations may be proposed or enacted that could adversely affect our overall tax liability. There
can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions in which we
operate, will not materially and adversely affect our effective tax rate, tax payments, results of operations, financial condition
and cash flows. For example, changes to the political environment related to the most recent U.S. election cycle increase the
likelihood that changes in taxation and related regulations could have a material adverse impact on our results of operations and
financial condition. Similarly, changes in tax laws and regulations that impact our patients, business partners and counterparties
or the economy generally may also impact our results of operations, financial condition and cash flows.
In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to
comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to material penalties and liabilities.
We are regularly subject to audits by various tax authorities. For example, our current audits include an audit by the Internal
Revenue Service for the years 2014–2017, and it is possible that the final determination of this and any other tax audits and any
related litigation could be materially different from our historical income tax provisions and accruals. Any changes in enacted
tax laws, rules or regulatory or judicial interpretations; any adverse development or outcome in connection with tax audits in
any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely
impact our effective tax rate, tax payments, results of operations, financial condition and cash flows.
We may be subject to liability claims for damages and other expenses that are not covered by insurance or exceed our
existing insurance coverage that could have a material adverse effect on our business, results of operations, financial
condition, cash flows and could materially harm our reputation.
Our operations and how we manage our business may subject us, as well as our officers and directors to whom we owe
certain defense and indemnity obligations, to litigation and liability. Our business, profitability and growth prospects could
suffer if we face negative publicity or we pay damages or defense costs in connection with a claim that is outside the scope or
limits of coverage of any applicable insurance coverage, including, without limitation, claims related to adverse patient events,
cybersecurity incidents, contractual disputes, antitrust and competition laws and regulations, professional and general liability
and directors' and officers' duties. In addition, we have received notices of claims from commercial payors and other third
parties, as well as subpoenas and CIDs from the federal government, related to our business practices, including, without
limitation, our historical billing practices and the historical billing practices of acquired businesses. Although the ultimate
outcome of these claims cannot be predicted, an adverse result with respect to one or more of these claims could have a material
adverse effect on our business, results of operations, financial condition and cash flows, and could materially harm our
reputation. We maintain insurance coverage for those risks we deem are appropriate to insure against and make determinations
about whether to self-insure as to other risks or layers of coverage. However, a successful claim, including, without limitation, a
professional liability, malpractice or negligence claim or a claim related to a cybersecurity incident, which is in excess of any
applicable insurance coverage, that is outside the scope or limits of any applicable insurance coverage, or that is subject to our
self-insurance retentions, could have a material adverse effect on our business, results of operations, financial condition, cash
flows and reputation.
51
In addition, if our costs of insurance and claims increase, then our earnings could decline. Market rates for insurance
premiums and deductibles have been steadily increasing. Our business, results of operations, financial condition and cash flows
could be materially and adversely affected by any of the following:
•
•
•
•
•
the collapse or insolvency of our insurance carriers;
further increases in premiums and deductibles;
increases in the number of liability claims against us or the cost of settling or trying cases related to those claims;
obtaining insurance with exclusions for things such as communicable diseases; or
an inability to obtain one or more types of insurance on acceptable terms, if at all.
If we fail to successfully maintain an effective internal control over financial reporting, the integrity of our financial
reporting could be compromised, which could have a material adverse effect on our ability to accurately report our
financial results, the market's perception of our business and our stock price.
The integration of acquisitions and addition of new business lines into our internal control over financial reporting has
required and will continue to require significant time and resources from our management and other personnel and has
increased, and is expected to continue to increase our compliance costs. Failure to maintain an effective internal control
environment could have a material adverse effect on our ability to accurately report our financial results, the market's
perception of our business and our stock price. In addition, we could be required to restate our financial results in the event of a
significant failure of our internal control over financial reporting or in the event of inappropriate application of accounting
principles.
Deterioration in economic conditions, disruptions in the financial markets or the effects of natural or other disasters,
political instability, public health crises or adverse weather events such as hurricanes, earthquakes, fires or flooding
could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Deterioration in economic conditions, whether in connection with the COVID-19 pandemic or otherwise, could have a
material adverse effect on our business, results of operations, financial condition and cash flows. Among other things, the
potential decline in federal and state revenues that may result from such conditions may create additional pressures to contain or
reduce reimbursements for our services from Medicare, Medicaid and other government sponsored programs. Increases in job
losses in the U.S. as a result of adverse economic conditions, including economic deterioration due to the ongoing COVID-19
pandemic, could result in a smaller percentage of our patients being covered by an employer group health plan and a larger
percentage being covered by lower paying Medicare and Medicaid programs. Employers may also select more restrictive
commercial plans with lower reimbursement rates. To the extent that payors are negatively impacted by a decline in the
economy, we may experience further pressure on commercial rates, a slowdown in collections and a reduction in the amounts
we expect to collect. In addition, uncertainty in the financial markets could adversely affect the variable interest rates payable
under our credit facilities or could make it more difficult to obtain or renew such facilities or to obtain other forms of financing
in the future, if at all. For additional information regarding the risks presented by the COVID-19 pandemic, see the discussion
in the risk factor under the heading "We face various risks related to the dynamic and evolving novel coronavirus pandemic,
any of which may have a material adverse impact on us." For additional information regarding the risks related to our
indebtedness, see the discussion in the risk factor under the heading "The level of our current and future debt could have an
adverse impact on our business, and our ability to generate cash to service our indebtedness and for other intended purposes
and our ability to maintain compliance with debt covenants depends on many factors beyond our control."
Moreover, as of December 31, 2020, we had approximately $6.919 billion of goodwill recorded on our consolidated
balance sheet. We account for impairments of goodwill in accordance with the provisions of applicable accounting guidance,
and record impairment charges when and to the extent a reporting unit's carrying amount is determined to exceed its estimated
fair value. We use a variety of factors to assess changes in the financial condition, future prospects and other circumstances
concerning our businesses and to estimate their fair value when applicable. These assessments and the related valuations can
involve significant uncertainties and require significant judgment on various matters, some of which could be subject to
reasonable disagreement.
Should our revenues and financial results be materially, unfavorably impacted due to, among other things, a worsening
of the economic and employment conditions in the United States that negatively impacts reimbursement rates or the availability
of insurance coverage for our patients, we may incur future charges to recognize impairment in the carrying amount of our
goodwill and other intangible assets, which could have a material adverse effect on our business, results of operation and
financial condition.
52
Further, some of our operations, including our clinical laboratory, dialysis centers and other facilities, may be adversely
impacted by the effects of natural or other disasters, political instability, public health crises such as global pandemics or
epidemics, including the COVID-19 pandemic, or adverse weather events such as hurricanes, earthquakes, fires or flooding.
Each of these effects and risks may be further intensified by the increasing impact of climate change on a global scale. In
addition, these risks are particularly heightened for our patients in part because individuals with chronic illness may be more
susceptible to the adverse effects of epidemics or other public health crises and also because any natural or other disaster,
political instability or adverse weather event that disrupts or limits the operation of any of our centers or other facilities or
services may delay or otherwise impact the critical services we provide to dialysis patients. Further, any such event or other
occurrence that results in a failure of the fitness of our clinical laboratory, dialysis centers and related operations and/or other
facilities or otherwise adversely impacts the safety of our teammates or patients at any of those locations could lead us to face
adverse consequences, including, without limitation, the potential loss of data, including PHI or PII, compliance or regulatory
investigations, any of which could materially impact our business, results of operation and financial condition, and could
materially harm our reputation. For example, our clinical laboratory is located in Florida, a state that has in the past experienced
and may in the future experience hurricanes. Natural or other disasters or adverse weather events could significantly damage or
destroy our facilities, disrupt operations, increase our costs to maintain operations and require substantial expenditures and
recovery time to fully resume operations. In addition, as the effects of climate change progressively surface, such as through
potential increases in the frequency and intensity of natural or other disasters or adverse weather events or through laws or
regulations adopted in response, we may face increased costs associated with operating our clinics, including, without
limitation, with respect to supplies of water or energy costs.
Our presence in markets outside the U.S. may increase our exposure to these and similar risks related to natural disasters,
public health crises, political instability, climate change or other catastrophic events outside our control. For additional
information regarding the risks related to our international business, see the discussion in the risk factor under the heading
"Expansion of our operations to and offering our services in markets outside of the U.S. subjects us to political, economic,
legal, operational and other risks that could have a material adverse effect on our business, results of operations, financial
condition, cash flows and reputation."
Any or all of these factors, as well as other consequences of these events, none of which we can currently predict, could
have a material adverse effect on our business, results of operations, financial condition and cash flows or materially harm our
reputation.
Provisions in our organizational documents, our compensation programs and policies and certain requirements under
Delaware law may deter changes of control and may make it more difficult for our stockholders to change the
composition of our Board of Directors and take other corporate actions that our stockholders would otherwise
determine to be in their best interests.
Our organizational documents include provisions that may deter hostile takeovers, delay or prevent changes of control or
changes in our management, or limit the ability of our stockholders to approve transactions that they may otherwise determine
to be in their best interests. These include provisions prohibiting our stockholders from acting by written consent, advance
notice requirements for director nominations and stockholder proposals and granting our Board of Directors the authority to
issue preferred stock and to determine the rights and preferences of the preferred stock without the need for further stockholder
approval.
Most of our outstanding employee stock-based compensation awards include a provision accelerating the vesting of the
awards in the event of a change of control. These and any other change of control provisions may affect the price an acquirer
would be willing to pay for our Company.
We are also subject to Section 203 of the Delaware General Corporation Law that, subject to exceptions, prohibits us
from engaging in any business combinations with any interested stockholder, as defined in that section, for a period of three
years following the date on which that stockholder became an interested stockholder.
The provisions described above may discourage, delay or prevent an acquisition of our Company at a price that our
stockholders may find attractive. These provisions could also make it more difficult for our stockholders to elect directors and
take other corporate actions and could limit the price that investors might be willing to pay for shares of our common stock.
Item 1B.
Unresolved Staff Comments.
None.
53
Item 2.
Properties.
Our corporate headquarters are located in Denver, Colorado, consisting of one owned 240,000 square foot building and
one leased 345,900 square foot location. Our headquarters are occupied by teammates engaged in management, finance,
marketing, strategy, legal, compliance and other administrative functions. We lease five business offices located in California,
Pennsylvania, Tennessee and Washington, as well as own one business office in Washington for our U.S. dialysis business. Our
laboratory is based in Florida where we operate our lab services out of one leased building. We also lease other administrative
offices in the U.S. and worldwide.
For our U.S. dialysis business we own the land and buildings for six outpatient dialysis centers. We also own 21
properties for development, including operating outpatient dialysis centers and properties we hold for sale. In addition, we lease
a total of four owned properties to third-party tenants. Our remaining outpatient dialysis centers are located on premises that we
lease.
The majority of our leases for our U.S. dialysis business cover periods from five years to 20 years and typically contain
renewal options of five years to ten years at the fair rental value at the time of renewal. Our leases are generally subject to
periodic consumer price index increases, or contain fixed escalation clauses. Our outpatient dialysis centers range in size from
approximately 1,000 to 33,000 square feet, with an average size of approximately 7,800 square feet. Our international leases
generally range from one to ten years.
Some of our outpatient dialysis centers are operating at or near capacity. However, we believe that we have adequate
capacity within most of our existing dialysis centers to accommodate additional patient volume through increased hours and/or
days of operation, or, if additional space is available within an existing facility, by adding dialysis stations. We can usually
relocate existing centers to larger facilities or open new centers if existing centers reach capacity. With respect to relocating
centers or building new centers, we believe that we can generally lease space at economically reasonable rates in the areas
planned for each of these centers, although there can be no assurances in this regard. Expansion of existing centers or relocation
of our dialysis centers is subject to review for compliance with conditions relating to participation in the Medicare ESRD
program, among other things. In states that require a certificate of need or center license, additional approvals would generally
be necessary for expansion or relocation.
Item 3.
Legal Proceedings.
The information required by this Part I, Item 3 is incorporated herein by reference to the information set forth under the
caption “Contingencies” in Note 16 to the consolidated financial statements included in this report.
Item 4.
Mine Safety Disclosures.
Not applicable.
54
PART II
Item 5.
Equity Securities.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Our common stock is traded on the New York Stock Exchange under the symbol DVA. The closing price of our
common stock on January 29, 2021 was $117.37 per share. According to Computershare, our registrar and transfer agent, as of
January 29, 2021, there were 7,594 holders of record of our common stock. This figure does not include the indeterminate
number of beneficial holders whose shares are held of record by brokerage firms and clearing agencies.
Our initial public offering was in 1994, and we have not declared or paid cash dividends to holders of our common stock
since going public. We have no current plans to pay cash dividends and there are certain limitations on our ability to pay
dividends under the terms of our senior secured credit facilities. See “Liquidity and capital resources” under Item 7.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to the consolidated
financial statements.
Stock Repurchases
The following table summarizes our repurchases of our common stock during the fourth quarter of 2020:
Period
October 1-31, 2020
November 1-30, 2020
December 1-31, 2020
Total
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 the plans
or programs
(dollars and shares in thousands, except per share data)
1,828 $
1,149
1,216
4,193 $
87.96
105.54
111.91
99.73
1,828 $
1,149 $
1,216 $
4,193
515,926
394,628
1,929,955
The following table summarizes our repurchases of our common stock during 2020:
Period
January 1 - March 31, 2020
April 1 - June 30, 2020
July 1 - September 30, 2020(1)
October 1 - December 31, 2020
Total
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 the plans
or programs
(dollars and shares in thousands, except per share data)
4,052 $
—
8,232
4,193
16,477 $
74.81
—
88.13
99.73
87.80
4,052 $
— $
8,232 $
4,193 $
16,477
1,400,356
1,400,356
676,709
1,929,955
(1) The total number of shares purchased and the aggregate amount paid for shares repurchased include shares repurchased pursuant to our modified
Dutch auction tender offer at a clearing price of $88.00 per share plus related fees and expenses of $2.5 million.
Effective as of the close of business on November 4, 2019, the Board terminated all remaining prior share repurchase
authorizations available to us and approved a new share repurchase authorization of $2.0 billion.
Effective on December 10, 2020, the Board terminated all remaining prior share repurchase authorizations available to us
under the aforementioned November 4, 2019 authorization and approved a new share repurchase authorization of $2.0 billion.
We are authorized to make purchases from time to time in the open market or in privately negotiated transactions, including
without limitation, through accelerated share repurchase transactions, derivative transactions, tender offers, Rule 10b5-1 plans
or any combination of the foregoing, depending upon market conditions and other considerations.
As of February 10, 2021, we have a total of $1.807 billion available under the current repurchase authorization for
additional share repurchases. Although this share repurchase authorization does not have an expiration date, we remain subject
to share repurchase limitations, including under the terms of our senior secured credit facilities.
55
Item 6.
Selected Financial Data.
The following financial and operating data should be read in conjunction with Item 7. "Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our consolidated financial statements filed as part of this
report. The following table presents selected consolidated financial and operating data for the periods indicated:
Year ended December 31,
2020
2019
2018
2017
2016
(dollars and shares in thousands, except per share data)
Income statement data:
Total revenues(1)
Operating expenses and charges(2)
Operating income
Debt expense
Debt prepayment, refinancing and redemption charges
Other income, net
Income from continuing operations before income taxes
Income tax expense(3)
Net income from continuing operations
Net (loss) income from discontinued operations, net
of tax(4)
Net income
$ 11,550,604 $ 11,388,479 $ 11,404,851 $ 10,876,634 $ 10,707,467
8,677,757
2,029,710
(414,116)
—
7,511
1,623,105
431,761
1,191,344
9,879,027
1,525,824
(487,435)
—
10,089
1,048,478
258,400
790,078
9,855,968
1,694,636
(304,111)
(89,022)
16,759
1,318,262
313,932
1,004,330
9,063,879
1,812,755
(430,634)
—
17,665
1,399,786
323,859
1,075,927
9,745,162
1,643,317
(443,824)
(33,402)
29,348
1,195,439
279,628
915,811
(9,653)
105,483
(457,038)
(245,372)
(158,262)
994,677
1,021,294
333,040
830,555
1,033,082
Less: Net income attributable to noncontrolling interests
(221,035)
(210,313)
(173,646)
(166,937)
(153,208)
Net income attributable to DaVita Inc.
$
773,642 $
810,981 $
159,394 $
663,618 $
879,874
Earnings per share attributable to DaVita Inc.:
Basic income from continuing operations(5)
Diluted income from continuing operations(5)
Weighted average shares for earnings per share(5):
Basic shares
Diluted shares
Balance sheet data (as of period end):
Working capital
Total assets
Long-term debt
Total DaVita Inc. shareholders' equity(5)
$
$
6.54 $
6.39 $
4.61 $
4.60 $
3.66 $
3.62 $
4.78 $
4.71 $
5.12
5.04
119,797
122,623
153,181
153,812
170,786
172,365
188,626
191,349
201,641
204,905
$
672,581 $ 1,318,072 $ 3,532,998 $ 5,703,181 $ 1,283,784
$ 16,988,516 $ 17,311,394 $ 19,110,252 $ 18,974,536 $ 18,755,776
$ 7,917,263 $ 7,977,526 $ 8,172,847 $ 9,158,018 $ 8,944,676
$ 1,383,566 $ 2,133,409 $ 3,703,442 $ 4,690,029 $ 4,648,047
(1) On January 1, 2018, we adopted Revenue from Contracts with Customers (Topic 606) using the cumulative effect method for those
contracts that were not substantially completed as of January 1, 2018. See Notes 1 and 2 of the consolidated financial statements for
further discussion of our adoption of Topic 606.
(2) The following table summarizes losses (gains) on changes in ownership interest, net, accruals for legal matters, impairment charges,
restructuring charges and gain on settlement included in operating expenses and charges:
2020
2019
2018
2017
2016
Year ended December 31,
(dollars in thousands)
Certain operating expenses and charges:
Loss (gain) on changes in ownership interests, net
$ 16,252
$ (51,888) $
(6,273) $ (374,374)
Accruals for legal matters
$ 35,000
$
15,770
Impairment charges
Restructuring charges
Gain on settlement
$ 124,892 $ 27,969 $ 336,223 $
43,408
$ 11,366 $
2,700
$ (529,504)
(3) Tax expense for 2017 included a net tax benefit of $251,510 related to U.S. tax legislation passed in December 2017.
(4) On June 19, 2019, we completed the sale of our DMG business to Collaborative Care Holdings, LLC (Optum), a subsidiary of
UnitedHealth Group Inc. Accordingly, DMG's results of operations are reported as net income (loss) from discontinued operations, net of
56
tax for all periods presented and its assets and liabilities were classified as held for sale for the periods reported prior to close of the
transaction.
(5) The following table summarizes our common stock activity:
Share repurchases:
Shares
Amounts paid
Shares issued:
Stock purchase plan
Stock award plans
Year ended December 31,
2020
2019
2018
2017
2016
(dollars and shares in thousands)
16,477
41,020
16,844
12,967
16,649
$ 1,446,767 $ 2,402,475 $ 1,153,511 $ 810,949 $ 1,072,377
222
345
315
161
398
371
360
514
438
1,011
57
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking statements
This Annual Report on Form 10-K, including this Management’s Discussion and Analysis of Financial Condition and
Results of Operations, contains statements that are forward-looking statements within the meaning of the federal securities
laws and as such are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements could include, among other things, DaVita's
response to and the expected future impacts of the novel coronavirus (COVID-19), including statements about our balance
sheet and liquidity, our expenses and expense offsets, revenues, billings and collections, potential need, ability or willingness to
use any funds under government relief programs, availability or cost of supplies, treatment volumes, mix expectation, such as
the percentage or number of patients under commercial insurance, the availability and administration of COVID-19 vaccines,
and overall impact on our patients and teammates, as well as other statements regarding our future operations, financial
condition and prospects, expenses, strategic initiatives, government and commercial payment rates, expectations related to
value-based care and Medicare Advantage plan enrollment and our ongoing stock repurchase program. All statements in this
report, other than statements of historical fact, are forward-looking statements. Without limiting the foregoing, statements
including the words "expect," "intend," "will," "could," "plan," "anticipate," "believe," "forecast," "guidance," "outlook,"
"goals," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are
based on DaVita's current expectations and are based solely on information available as of the date of this report. DaVita
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changed
circumstances, new information, future events or otherwise, except as may be required by law. Actual future events and results
could differ materially from any forward-looking statements due to numerous factors that involve substantial known and
unknown risks and uncertainties. These risks and uncertainties include, among other things:
•
•
•
•
•
•
•
the continuing impact of the dynamic and evolving COVID-19 pandemic, including, without limitation, on our
patients, teammates, physician partners, suppliers, business, operations, reputation, financial condition and results
of operations; the government’s response to the COVID-19 pandemic; the availability, acceptance, impact and
efficacy of COVID-19 treatments, therapies and vaccines; further spread or resurgence of the virus, including as a
result of the emergence of new strains of the virus; the continuing impact of the pandemic on our revenue and non-
acquired growth due to lower treatment volumes; the consequences of an extended economic downturn resulting
from the impacts of COVID-19, such as a potential negative impact on our commercial mix, which may persist even
after the pandemic subsides; and continuing COVID-19-related costs, such as costs to procure equipment and
clinical supplies and higher salary and wage expense. The aforementioned risks and uncertainties may also have the
effect of heightening many of the other risks and uncertainties discussed below;
the concentration of profits generated by higher-paying commercial payor plans for which there is continued
downward pressure on average realized payment rates, and a reduction in the number or percentage of our patients
under such plans, including, without limitation, as a result of restrictions or prohibitions on the use and/or
availability of charitable premium assistance, which may result in the loss of revenues or patients, or our making
incorrect assumptions about how our patients will respond to any change in financial assistance from charitable
organizations;
noncompliance by us or our business associates with any privacy or security laws or any security breach by us or a
third party involving the misappropriation, loss or other unauthorized use or disclosure of confidential information;
the extent to which the ongoing implementation of healthcare reform, or changes in or new legislation, regulations
or guidance, enforcement thereof or related litigation result in a reduction in coverage or reimbursement rates for
our services, a reduction in the number of patients enrolled in higher-paying commercial plans or that are enrolled
in or select Medicare Advantage plans or other material impacts to our business; or our making incorrect
assumptions about how our patients will respond to any such developments;
a reduction in government payment rates under the Medicare End Stage Renal Disease program or other
government-based programs and the impact of the Medicare Advantage benchmark structure;
risks arising from potential changes in laws, regulations or requirements applicable to us, such as potential and
proposed federal and/or state legislation, regulation, ballot, executive action or other initiatives, including those
related to healthcare and/or labor matters, such as AB 290 in California;
the impact of the political environment and related developments on the current healthcare marketplace and on our
business, including with respect to the future of the Affordable Care Act, the exchanges and many other core aspects
58
of the current healthcare marketplace, as well as the composition of the U.S. Supreme Court and the new
presidential administration and congressional majority;
our ability to successfully implement our strategies with respect to home-based dialysis, value-based care and/or
integrated kidney care, including maintaining our existing business and further developing our capabilities in a
complex and highly regulated environment;
changes in pharmaceutical practice patterns, reimbursement and payment policies and processes, or
pharmaceutical pricing, including with respect to hypoxia inducible factors;
legal and compliance risks, such as our continued compliance with complex government regulations;
continued increased competition from dialysis providers and others, and other potential marketplace changes;
our ability to maintain contracts with physician medical directors, changing affiliation models for physicians, and
the emergence of new models of care introduced by the government or private sector that may erode our patient
base and reimbursement rates, such as accountable care organizations, independent practice associations and
integrated delivery systems;
our ability to complete acquisitions, mergers or dispositions that we might announce or be considering, on terms
favorable to us or at all, or to integrate and successfully operate any business we may acquire or have acquired, or
to successfully expand our operations and services in markets outside the United States, or to businesses outside of
dialysis;
the variability of our cash flows, including without limitation any extended billing or collections cycles; the risk that
we may not be able to generate or access sufficient cash in the future to service our indebtedness or to fund our
other liquidity needs; and the risk that we may not be able to refinance our indebtedness as it becomes due, on terms
favorable to us or at all;
factors that may impact our ability to repurchase stock under our stock repurchase program and the timing of any
such stock repurchases, as well as our use of a considerable amount of available funds to repurchase stock;
risks arising from the use of accounting estimates, judgments and interpretations in our financial statements;
impairment of our goodwill, investments or other assets; and
uncertainties associated with the other risk factors set forth in Part I, Item 1A. of this Annual Report on Form 10-K,
and the other risks and uncertainties discussed in any subsequent reports that we file or furnish with the SEC from
time to time.
•
•
•
•
•
•
•
•
•
•
•
The following should be read in conjunction with our consolidated financial statements.
59
Company overview
Our principal business is to provide dialysis and related lab services to patients in the United States, which we refer to as
our U.S. dialysis business. We also operate various ancillary services and strategic initiatives including our international
operations, which we collectively refer to as our ancillary services, as well as our corporate administrative support. Our U.S.
dialysis business is a leading provider of kidney dialysis services in the U.S. for patients suffering from chronic kidney failure,
also known as end stage renal disease (ESRD) or end stage kidney disease (ESKD).
On June 19, 2019, we completed the sale of our DaVita Medical Group (DMG) business to Collaborative Care Holdings,
LLC, a subsidiary of UnitedHealth Group Inc. As a result of this transaction, DMG's results of operations have been reported as
discontinued operations for all periods presented and DMG is not included below in this Management's Discussion and
Analysis.
Notwithstanding the challenges of responding to the novel coronavirus pandemic (COVID-19), our year-over-year
overall financial performance in 2020 benefited from increased revenue, which was primarily due to higher average revenue per
treatment in our U.S. dialysis business as well as acquired growth in our international business. This was partially offset by
increases in labor costs (both operating and overhead), lower margin on calcimimetics, increases in advocacy costs, and
increased costs driven by the emergence of COVID-19, including increased costs related to compensation and medical supplies.
Drivers of our financial performance in 2020 included the following:
•
•
•
•
•
•
•
improved key clinical outcomes in our U.S. dialysis business, including our recognition as an industry leader for the
eighth consecutive year in CMS’ Quality Incentive Program and for the last seven years under the CMS Five-Star
Quality Rating system;
revenue growth of 0.9% in U.S. dialysis, 5.3% in U.S. ancillary services, and 11.0% in international operations;
a net increase of 63 U.S. and 62 international dialysis centers, including entering a new country, the United
Kingdom;
operating cash flows of $1.979 billion from continuing operations;
repurchase of 16,477,378 shares of our common stock for aggregate consideration of $1.447 billion, and reduction
of our share count by 12.6% year-over-year;
refinancing transactions, including the redemption of our 5.125% and 5.0% senior notes, the issuance of our new
4.625% and 3.75% senior notes and the repricing of our Term Loan B-1 resulting in lower debt expense; and
impact of COVID-19 as further discussed in Part I. Item 1 “Business” and under the heading "COVID-19 and its
impact on our business" below.
In 2021, we expect that COVID-19 will continue to impact our business and financial performance, as described in
further detail below, though the magnitude of these impacts remains difficult to predict and subject to significant uncertainty
due to a number of factors, including, among others, the severity and duration of the pandemic; further spread or resurgence of
the virus, including as a result of the emergence of new strains of the virus; its impact on the CKD patient population and our
patient population; the availability, acceptance, impact and efficacy of COVID-19 treatments, therapies and vaccines; the
pandemics' continuing impact on the U.S. and global economies and unemployment; the responses of our competitors to the
pandemic and related changes in the marketplace; and the timing, scope and effectiveness of federal, state and local government
responses. The continued impacts and disruptions to our business as a result of the COVID-19 pandemic could have a material
adverse impact on our patients, teammates, physician partners, suppliers, business, operations, reputation, financial condition,
results of operations, cash flows and/or liquidity. On treatment volume, we continue to face pressure primarily driven by the
impact of COVID-19 on mortality rates for dialysis patients. This pressure is also influenced by slowing industry growth and
competitive activity. On reimbursement rate, we expect modest growth in aggregate, primarily due to the expected net market
basket update for Medicare treatments as well as an increase in Medicare Advantage enrollment due to the 21st Century Cures
Act, partially offset by the scheduled resumption of Medicare sequestration in 2021. On cost, we continue to expect inflationary
pressure on wage rates and other costs, partially offset by continued savings on pharmaceutical costs. We expect to incur
significantly less advocacy costs in 2021 than we experienced in 2020. We also expect to continue making investments to
expand our ability to offer home-based dialysis service options and further advance our integrated care and value-based care
initiatives in 2021. Finally, the timing and scope of any potential changes to the regulatory landscape remain uncertain,
particularly in light of the ongoing COVID-19 pandemic and the incoming new federal administration, and as such,
considerable uncertainty exists surrounding the continued development of the various governmental laws, regulations and other
requirements that impact our business.
60
The discussion below includes analysis of our financial condition and results of operations for the years ended
December 31, 2020 compared to December 31, 2019. Our Annual Report on Form 10-K for the year ended December 31, 2019,
includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2018, in
its Part II Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations".
References to the "Notes" in the discussion below refer to the notes to the Company's consolidated financial statements
included in this Annual Report on Form 10-K at Item 15, "Exhibits, Financial Statement Schedules" as referred from Part II
Item 8, "Financial Statements and Supplementary Data."
COVID-19 and its impact on our business
As noted above and described in further detail in Part I Item 1, "Business," we continue to closely monitor the impact on
our business of the pandemic and the resulting economic environment, including the impact on our patients, teammates,
physician partners, suppliers, vendors and business partners. We have dedicated and continue to dedicate substantial resources
in response to COVID-19, to help safely maintain continuity of care for our patients throughout this crisis, whether in the
hospital, outpatient or home setting, and to help protect our caregivers. Our COVID-19 response has included, among other
things, the implementation of additional protocols and operational initiatives related to infection control and clinical best
practices, redistribution of resources across geographies and increased investment in and utilization of telehealth capabilities.
We also have maintained business process continuity during the pandemic by enabling most back office teammates to work
remotely and implemented guidance early in the pandemic to help mitigate health and safety risks to our teammates imposed by
COVID-19. Our response protocol generally has allowed us to maintain continuity of care for our patients and we carefully
monitor the efficacy of these protocols and their impact on our operations and strategic initiatives as the pandemic continues.
Due in part to the protocols and initiatives described above, we incurred significant costs related to COVID-19 in 2020,
and we expect to continue to incur extended and significant additional costs in connection with our response to COVID-19. For
example, we have had, and expect to continue to have, increased costs associated with a high demand for our skilled clinical
personnel. Additionally, the steps we have taken designed to help safely maintain continuity of care for our patients and help
protect our caregivers, such as our policies to implement dedicated care shifts for patients with confirmed or suspected
COVID-19 and other enhanced clinical practices, have increased, and are expected to continue to increase, our expenses and
use of personal protective equipment (PPE). Our response to COVID-19 also has resulted in higher salary and wage expense,
and we have provided, and may provide in the future, substantial financial support associated with relief reimbursement to our
teammates. Furthermore, the effort and cost needed to procure certain of our equipment and clinical supplies, including PPE,
have increased, and we expect that these increased costs will continue while the pandemic persists. However, our COVID-19
response reduced certain other expenses in 2020, such as those related to teammate travel, though it remains uncertain how
much of these reductions, if any, will persist after the pandemic subsides.
We have experienced and expect to continue to experience a negative impact on revenue and non-acquired growth from
COVID-19 due to lower treatment volumes, including from the negative impact on our patient census that is the result of
changes in rates of mortality. Because ESRD patients may be older and generally have comorbidities, several of which are risk
factors for COVID-19, we believe the mortality rate of infected patients is, and will continue to be, higher in the dialysis
population than in the general population, and COVID-19 also could impact the CKD population differently. Over the longer
term, we believe that changes in mortality in both the CKD and ESRD populations due to COVID-19 will depend primarily on
the infection rate, case fatality rate, the age and health status of affected patients, the access to and efficacy of vaccinations as
well as willingness to be vaccinated. We expect that these changes are likely to continue to negatively impact our revenue and
non-acquired growth even as the pandemic subsides. However, determining the extent to which these impacts should be directly
attributable to COVID-19 is difficult due to testing and reporting limitations, and other factors that may drive treatment
volumes and new admissions over time, such as the number of transplants or deferred admissions. The magnitude of these
cumulative impacts has been substantial, and depending on the ultimate severity and duration of the pandemic, could be
material.
In addition, the COVID-19 pandemic and efforts to contain the virus have led to global economic deterioration and rapid
and sharp increases in unemployment levels, which ultimately could result in a materially reduced share of our patients being
covered by commercial insurance plans, with more patients being covered by lower-paying government insurance programs or
being uninsured. These effects may persist after the pandemic subsides as, among other things, our patients could experience
permanent changes in their insurance coverage as a result of changes to their employment status. In the event such a material
reduction occurs in the share of our patients covered by commercial insurance plans, it would have a material adverse impact on
our business, results of operations, financial condition and cash flows. The extent of these effects will be dependent upon,
among other things, the extent and duration of the increased unemployment levels for our patient population, economic
deterioration and potential recession; the timing and scope of federal, state and local governmental responses to the ongoing
pandemic; and patients’ ability to retain existing insurance and their individual choices with respect to their coverage. Despite
61
the broader economic conditions in the U.S. in 2020, our commercial mix in 2020 was relatively flat as compared to our
commercial mix in 2019, which we believe was largely due to the fact that older, higher-risk patients who tend to
disproportionately have government health insurance coverage, have been more adversely impacted by COVID-19 to date, but
the ultimate impact of COVID-19 on our commercial mix will depend on future developments that are highly uncertain and
difficult to predict.
The government response to COVID-19 has been wide-ranging and will continue to develop over time, particularly in
light of the new federal administration. As a result, we may not be able to accurately predict the nature, timing or extent of the
impact of such changes on the markets in which we conduct business or on the other participants that operate in those markets,
or any potential changes to the extensive set of federal, state and local laws, regulations and requirements that govern our
business. We have worked with certain government agencies to respond to the COVID-19 pandemic, and in certain cases have
sought waivers of regulatory requirements. We also are working to help make COVID-19 vaccines available to our patients and
teammates, including through coordination with state and federal governments on direct vaccine distribution so that we can
administer vaccines to our patients and teammates. These vaccines are currently available under emergency use authorizations,
and there can be no assurance that our patients and caregivers will choose to receive a COVID-19 vaccine or that the vaccines
will prove to be as safe and effective as currently understood by the scientific community. In addition, we may encounter
difficulties with the availability and storage of the vaccines, or experience other complications related to administering the
vaccines, some of which have multiple dose requirements. We operate in a complex and highly regulated environment, and the
novel nature of our COVID-19 response, including, for example, with respect to regulatory waivers and our administration of
the newly developed COVID-19 vaccines, may increase our exposure to legal, regulatory and clinical risks.
Furthermore, a significant initial part of the federal government response to the COVID-19 pandemic was the
Coronavirus Aid, Relief, and Economic Security (CARES) Act, a $2 trillion economic stimulus package that was signed into
law on March 27, 2020. The CARES Act included a provision that suspended the 2% Medicare sequestration from May 1, 2020
through December 31, 2020, and in the year ended December 31, 2020 our revenues increased due to this suspension as further
described below. The Consolidated Appropriations Act 2021, signed into law on December 27, 2020, extended the suspension
of the 2% Medicare sequestration until March 31, 2021. While in effect, this legislation has increased, and will continue to
increase our revenues. In addition, the CARES Act authorized $100 billion in funding to be distributed to healthcare providers
through the federal Public Health and Social Services Emergency Fund (Provider Relief Fund). While we declined
approximately $250 million of government funding received in the second quarter of 2020 from the Provider Relief Fund,
certain of our competitors accepted such funds. There can be no assurance that financial or other assistance will be available
from the government if we have a need for such assistance in the future.
We believe the ultimate impact of this public health crisis on the Company will depend on future developments that are
highly uncertain and difficult to predict, including among other things the severity and duration of the pandemic; further spread
or resurgence of the virus including as a result of the emergence of new strains of the virus; its impact on the CKD patient
population and our patient population; the availability, acceptance, impact and efficacy of COVID-19 treatments, therapies and
vaccines; the pandemic’s continuing impact on the U.S. and global economies and unemployment; the responses of our
competitors to the pandemic and related changes in the marketplace; and the timing, scope and effectiveness of federal, state
and local governmental responses. At this time, we cannot reasonably estimate the ultimate impact the COVID-19 pandemic
will have on us, but the adverse impact could be material.
For additional discussion of the COVID-19 pandemic and our response, including its impact on us and related risks and
uncertainties, please see the discussion in Part I Item 1 "Business" under the headings, "COVID-19 and its impact on our
business" and "Human Capital Management", as well as the risk factor in Part I Item 1A. Risk Factors under the heading “We
face various risks related to the dynamic and evolving novel coronavirus pandemic, any of which may have a material adverse
impact on us.”
62
Consolidated results of operations
The following table summarizes our revenues, operating income and adjusted operating income by line of business. See
the discussion of our results for each line of business following this table:
Revenues:
U.S. dialysis
Other - ancillary services
Elimination of intersegment revenues
Total consolidated revenues
Operating income (loss):
U.S. dialysis
Other - Ancillary services
Corporate administrative support
Operating income
Adjusted operating income (loss):(1)
U.S. dialysis
Other - Ancillary services
Corporate administrative support
Adjusted operating income
Year ended December 31,
Annual change
2020
2019
Amount
Percent
(dollars in millions)
10,660 $
1,053
(162)
11,551 $
10,563 $
972
(146)
11,388 $
97
81
(16)
162
0.9 %
8.3 %
(11.0) %
1.4 %
1,918 $
1,925 $
(76)
(147)
(189)
(92)
1,695 $
1,643 $
1,918 $
(60)
(112)
1,746 $
1,925 $
(64)
(92)
1,768 $
(7)
113
(54)
51
(7)
4
(19)
(22)
(0.4) %
59.8 %
(58.7) %
3.1 %
(0.4) %
6.3 %
(20.7) %
(1.2) %
$
$
$
$
$
$
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
(1) For a reconciliation of adjusted operating income (loss) by reportable segment, see the "Reconciliations of non-GAAP measures"
section below.
U.S. dialysis business
Our U.S. dialysis business is a leading provider of kidney dialysis services, operating 2,816 outpatient dialysis centers
and serving a total of approximately 204,200 patients. We also provide hospital inpatient dialysis services in approximately 900
hospitals. We estimate that we have approximately a 36% share of the U.S. dialysis market based upon the number of patients
we serve.
Approximately 91% of our 2020 consolidated revenues were derived directly from our U.S. dialysis business. The
principal drivers of our U.S. dialysis revenues include :
•
•
our number of treatments, which is primarily a function of the number of chronic patients requiring approximately
three in-center treatments per week as well as, to a lesser extent, the number of treatments for home-based dialysis
and hospital inpatient dialysis; and
our average dialysis patient service revenue per treatment, including the mix of patients with commercial plans and
government programs as primary payor.
Within our U.S. dialysis business, our home-based dialysis and hospital inpatient dialysis services are operationally
integrated with our outpatient dialysis centers and related laboratory services. Our outpatient, home-based, and hospital
inpatient dialysis services comprise approximately 77%, 17% and 6% of our U.S. dialysis revenues, respectively.
In the U.S., government dialysis-related payment rates are principally determined by federal Medicare and state
Medicaid policy. For 2020, approximately 68% of our total U.S. dialysis patient services revenues were generated from
government-based programs for services to approximately 90% of our total U.S. patients. These government-based programs
are principally Medicare and Medicare Advantage, Medicaid and managed Medicaid plans, and other government plans,
representing approximately 57%, 7% and 4% of our U.S. dialysis patient services revenues, respectively.
63
Dialysis payment rates from commercial payors vary and a major portion of our commercial rates are set at contracted
amounts with payors and are subject to intense negotiation pressure. On average, dialysis-related payment rates from contracted
commercial payors are significantly higher than Medicare, Medicaid and other government program payment rates, and
therefore the percentage of commercial patients in relation to total patients represents a significant driver of our total average
dialysis patient service revenue per treatment. Commercial payors (including hospital dialysis services) represent approximately
32% of U.S. dialysis patient services revenues.
For discussion of government reimbursement, the Medicare ESRD bundled payment system, Medicare Advantage and
commercial reimbursement, see the discussion in Part I. Item 1. Business under the heading “U.S. dialysis business – Sources of
revenue-concentrations and risks.” For a discussion of operational, clinical and financial risks and uncertainties that we face in
connection with the Medicare ESRD bundled payment system, see the risk factor in Part I. Item 1A. Risk Factors under the
heading “Our business is subject to a complex set of governmental laws, regulations and other requirements and any failure to
adhere to those requirements, or any changes in those requirements, could have a material adverse effect on our business,
results of operations, financial condition and cash flows, could materially harm our stock price, and in some circumstances,
could materially harm our reputation” For a discussion of operational, clinical and financial risks and uncertainties that we face
in connection with commercial payors, see the risk factors in Item 1A. Risk Factors under the headings "We continuously have
ongoing negotiations with commercial payors, and if the average rates that commercial payors pay us decline significantly, if
patients in commercial plans are subject to restriction in plan designs or if we are unable to maintain contracts with payors
with competitive terms, including, without limitation, reimbursement rates, scope and duration of coverage and in-network
benefits, it would have a material adverse effect on our business, results of operations, financial condition and cash flows"; and
"If the number of patients with higher-paying commercial insurance declines, it could have a material adverse effect on our
business, results of operations, financial condition and cash flows."
Effective January 1, 2018, both oral and intravenous forms of calcimimetics became the financial responsibility of our
U.S. dialysis business for our Medicare patients and are reimbursed under Medicare Part B. Since the effective date through
December 31, 2020, the oral and intravenous forms of calcimimetics were separately reimbursed through a transitional drug
add-on payment adjustment (TDAPA) and not as part of the ESRD PPS bundled payment. These separate reimbursement
payments for calcimimetics were subject to change on an annual basis. During the initial TDAPA period, Medicare payments
were based on a pass-through rate of the average sales price plus approximately 6% before sequestration (or 4% adjusted for
sequestration), and in 2020 they were based on a pass-through rate of the average sales price plus 0%, before sequestration. As
expected, as of January 1, 2021, calcimimetics was added to the ESRD PPS bundled payment. We therefore expect our
operating income from calcimimetics to be more stable in the future as compared to the past three years under the TDAPA
model.
Approximately 4% and 6% of our total U.S. dialysis patient services revenues for the years 2020 and 2019, respectively,
are associated with the administration of separately-billable physician-prescribed pharmaceuticals, of which approximately 3%
and 4% relate to the administration of calcimimetics, respectively.
We anticipate that we will continue to experience increases in our operating costs in 2021 that may outpace any net
Medicare rate increases that we may receive, which could significantly impact our operating results. In particular, we expect to
continue experiencing increases in operating costs that are subject to inflation, such as labor and supply costs, including
increases in maintenance costs, regardless of whether there is a compensating inflation-based increase in Medicare payment
rates or in payments under the ESRD bundled payment rate system. We also continue to expect to incur additional COVID-19-
related costs while the pandemic continues. In addition, we expect to continue to incur capital expenditures to improve,
renovate and maintain our facilities, equipment and information technology to meet evolving regulatory requirements and
otherwise.
U.S. dialysis patient care costs are those costs directly associated with operating and supporting our dialysis centers,
home-based dialysis programs and hospital inpatient dialysis programs, and consist principally of labor, benefits,
pharmaceuticals, medical supplies and other operating costs of the dialysis centers.
The principal drivers of our U.S. dialysis patient care costs include:
•
•
•
•
clinical hours per treatment, labor rates and benefit costs;
vendor pricing and utilization levels of pharmaceuticals;
business infrastructure costs, which include the operating costs of our dialysis centers; and
certain professional fees.
64
Other cost categories that can present significant variability include employee benefit costs, insurance costs and medical
supply costs. In addition, proposed ballot initiatives or referendums, legislation, regulations or policy changes could cause us to
incur substantial costs to prepare for, or implement changes required. Any such changes could result in, among other things,
increases in our labor costs or limitations on the amount of revenue that we can retain. For additional information on risks
associated with potential and proposed ballot initiatives, referendums, legislation, regulations or policy changes, see the risk
factor in Item 1A. Risk Factors under the heading, "Changes in federal and state healthcare legislation or regulations could
have a material adverse effect on our business, results of operations, financial condition and cash flows."
Our average clinical hours per treatment decreased in 2020 compared to 2019. We are always striving for improved
productivity levels, however, changes in things such as federal and state policies or regulatory billing requirements can lead to
increased labor costs. In 2020, the demand for skilled clinical personnel increased due to the demand of the pandemic on these
resources, intensifying these competitive pressures; however, we managed to increase our overall clinical teammate retention in
2020. In 2020 and 2019, we experienced an increase in our clinical labor rates of approximately 3.0% and 2.0%, respectively,
consistent with general industry trends. We also continue to experience increases in the infrastructure and operating costs of our
dialysis centers, primarily due to the number of new dialysis centers opened, and general increases in rent, utilities and repairs
and maintenance. In 2020, we continued to implement certain cost control initiatives to help manage our overall operating costs,
including labor productivity, and we expect to continue these initiatives in 2021.
Our U.S. dialysis general and administrative expenses represented 9.0% and 8.1% of our U.S. dialysis revenues in 2020
and 2019, respectively. Increases in general and administrative expenses over the last several years were primarily related to
strengthening our dialysis business and related compliance and operational processes, responding to certain legal and
compliance matters, professional fees associated with enhancing our information technology systems and more recent advocacy
costs in 2020 related to countering union policy efforts. We expect that these levels of general and administrative expenses will
be impacted by lower advocacy costs in 2021 compared to 2020, offset by continued investment in developing our capabilities
and executing on our strategic priorities, among other things.
U.S. dialysis results of operations
Revenues:
Total revenues
Dialysis treatments
Average treatments per day
Treatment days
Year ended December 31,
Annual change
2020
2019
Amount
Percent
(dollars in millions, except per treatment data)
10,563 $
10,660 $
97
$
30,314,619
30,172,699
141,920
96,667
313.6
96,398
313.0
0.9 %
0.5 %
0.3 %
0.2 %
0.4 %
(1.2) %
269
0.6
1.29
Average patient service revenue per treatment
Normalized non-acquired treatment growth(1)
$
350.31 $
349.02 $
1.0%
2.2%
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
(1) Normalized non-acquired treatment growth reflects year over year growth in treatment volume, adjusted to exclude acquisitions
and other similar transactions, and further adjusted to normalize for the number and mix of treatment days in a given period
versus the prior period.
U.S. dialysis revenues in 2020 increased primarily due to an increase in dialysis treatments and an increase in our
average patient service revenue per treatment. The increase in our U.S. dialysis treatments was driven by approximately one
additional treatment day in 2020 compared to 2019 and an increase in acquired and non-acquired treatments, partially offset by
the deconsolidation of two dialysis partnerships, as described below under the heading "Equity investment income". Treatments
were negatively impacted by higher mortality than experienced historically as well as a decline in new admissions. We believe
the increased mortality rate is largely attributable to the impact of COVID-19 on our patient population. Our U.S. dialysis
revenues were positively impacted by an increase in our average patient service revenue per treatment driven by favorable
changes in government rate, including an increase in Medicare rates due to a base rate increase in 2020 and the temporary
suspension of Medicare sequestration as well as an increase in hospital inpatient dialysis services revenue per treatment,
partially offset by a decline in calcimimetics reimbursement.
65
Operating expenses and charges:
Patient care costs
General and administrative(1)
Depreciation and amortization
Equity investment income
Year ended December 31,
Annual change
2020
2019
Amount
Percent
(dollars in millions, except per treatment data)
$
7,222 $
7,219 $
958
595
857
583
3
101
11
— %
11.8 %
1.9 %
(33)
(22)
(11)
(50.0) %
Total operating expenses and charges
Patient care costs per treatment
$
$
8,742 $
8,638 $
104
1.2 %
238.24 $
239.27 $
(1.03)
(0.4) %
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
(1) General and administrative expenses for the year ended December 31, 2020 included advocacy costs of approximately $67
million incurred to counter union policy efforts, including a California ballot initiative.
Patient care costs. U.S. dialysis patient care costs are those costs directly associated with operating and supporting our
dialysis centers and consist principally of compensation expenses including labor and benefits, pharmaceuticals, medical
supplies and other operating costs of the dialysis centers.
U.S. dialysis patient care costs per treatment decreased primarily due to decreases in pharmaceutical unit costs, as well as
decreased travel expenses due to COVID-19. These decreases were partially offset by an increase in labor costs and
COVID-19-related costs, including compensation, medical supplies and teammate relief reimbursement and benefit program
expenses.
General and administrative expenses. U.S. dialysis general and administrative expenses in 2020 increased primarily due
to an increase in advocacy costs incurred to counter union policy efforts, including those related to a California ballot initiative.
These increases were also driven by contributions to our charitable foundation, labor costs and COVID-19-related costs,
including compensation expenses. These increases were partially offset by a decrease in travel expenses due to COVID-19 and
a decrease in long-term incentive compensation expense.
Depreciation and amortization. Depreciation and amortization expense is directly impacted by the number of dialysis
centers we develop and acquire. U.S. dialysis depreciation and amortization expense increased primarily due to growth in the
number of dialysis centers we operate.
Equity investment income. U.S. dialysis equity investment income increased primarily due to the deconsolidation of two
of our near 50%-owned dialysis partnerships at year-end 2019, based on a reassessment of relative rights and powers over these
partnerships. Our portion of these partnerships' earnings are now recognized in equity investment income.
Operating income and adjusted operating income
Operating income
Adjusted operating income(1)
Year ended December 31,
Annual change
2020
$
$
1,918 $
1,918 $
Amount
2019
(dollars in millions)
1,925 $
1,925 $
(7)
(7)
Percent
(0.4) %
(0.4) %
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
(1) For a reconciliation of adjusted operating income by reportable segment, see the "Reconciliations of non-GAAP measures"
section below.
U.S. dialysis operating income and adjusted operating income in 2020 decreased compared to 2019 primarily due to a
decrease in calcimimetics margin, increases in labor costs, advocacy costs and charitable contributions; and an increase in
COVID-19-related expenses, including compensation, medical supplies, and reimbursement and benefit program expenses, as
described above. These decreases to operating income were partially offset by volume growth from approximately one
additional treatment day in the year and an increase in our average dialysis patient service revenue per treatment, as described
above, as well as decreases in pharmaceutical unit costs, travel expenses and long-term incentive compensation expense.
66
Other - Ancillary services
Our other operations include ancillary services that are primarily aligned with our core business of providing dialysis
services to our network of patients. As of December 31, 2020, these consisted primarily of integrated care (DaVita IKC), ESRD
seamless care organizations (ESCOs), clinical research programs (DaVita Clinical Research), and physician services, as well as
our international operations. These ancillary services, including our international operations, generated revenues of
approximately $1.053 billion in 2020, representing approximately 9% of our consolidated revenues. As further described in the
risk factor in Item 1A. Risk Factors under the heading, "Our ancillary services and strategic initiatives, including, without
limitation, our international operations, that we operate or invest in now or in the future may generate losses and may
ultimately be unsuccessful. In the event that one or more of these activities is unsuccessful, our business, results of operations,
financial condition and cash flows may be negatively impacted and we may have to write off our investment and incur other exit
costs," if any of our ancillary services or strategic initiatives, such as our international operations, are unsuccessful, it could
have a negative impact on our business, results of operations, financial condition and cash flows, and we may determine to exit
that line of business, which could result in significant termination costs. In addition, we have in the past and may in the future
incur material write-offs or impairments of our investments, including goodwill, in one or more of these ancillary services.
We expect to add additional service offerings to our business and pursue additional strategic initiatives in the future as
circumstances warrant, which could include, among other things, healthcare services not related to dialysis.
As of December 31, 2020, our international dialysis operations provided dialysis and administrative services through a
total of 321 outpatient dialysis centers located in ten countries outside of the U.S. For 2020, total revenues generated from our
international operations were approximately 5% of our consolidated revenues.
Ancillary services results of operations
Revenues:
U.S. ancillary
International
Total ancillary services revenues
Operating (loss) income:
U.S. ancillary
International(1)
Total ancillary services loss
Adjusted operating (loss) income(2):
U.S. ancillary
International(1)
Total adjusted operating loss:
Year ended December 31,
Annual change
2020
2019
Amount
Percent
(dollars in millions)
489 $
464 $
564
508
1,053 $
972 $
25
56
81
5.4 %
11.0 %
8.3 %
(99) $
(66) $
23
(123)
(76) $
(189) $
(33)
146
113
(50.0) %
118.7 %
59.8 %
(83) $
(66) $
(17)
(25.8) %
23
2
(60) $
(64) $
21
4
1,050.0 %
6.3 %
$
$
$
$
$
$
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
(1) The reported operating income (loss) and adjusted operating income for the years ended December 31, 2020 and December 31,
2019, include approximately $3 million and $2 million, respectively, of foreign currency losses.
(2) For a reconciliation of adjusted operating (loss) income by reportable segment, see the "Reconciliations of non-GAAP measures"
section below.
Revenues:
Our U.S. ancillary services revenues in 2020 increased due to an increase in revenues at our integrated care business,
primarily due to revenue increases in our special needs plans, as well as an increase in revenues in our ESCO and physician
services businesses. These increases were partially offset by a decrease in revenue in our clinical research programs, as well as
due to the sale of Lifeline, as described below. Our international revenues increased primarily as a result of acquired treatment
growth as we continue to expand our international business.
67
Charges impacting operating income:
Loss on changes in ownership interests, net. We sold 100% of the stock of Lifeline, our vascular access business,
effective May 1, 2020 and recognized a loss of approximately $16 million on this transaction.
Goodwill impairment charges. During 2019, we recognized goodwill impairment charges of $125 million in our
international reporting units. See further discussion of these impairment charges and our reporting units that remain at risk of
goodwill impairment in Note 10 to the consolidated financial statements.
Operating loss and adjusted operating loss:
Our U.S. ancillary services operating loss in 2020 was negatively impacted by the loss on sale of Lifeline, as described
above, and both U.S. ancillary operating loss and adjusted operating loss were negatively impacted by an increase in medical
costs due to COVID-19 in our integrated care business and a decrease in revenue in our clinical research programs, partially
offset by increases in revenues in our integrated care and ESCO businesses. International operating results and adjusted
operating results increased in 2020 compared to 2019. International operating results in 2019 were negatively impacted by
goodwill impairment charges, as described above, and both international operating results and adjusted operating results
benefited in 2020 primarily from acquisition-related growth and the reduction of certain other periodic expenses, partially offset
by increased medical supplies costs and higher mortality due to COVID-19.
Corporate administrative support
Corporate administrative support consists primarily of labor, benefits and long-term incentive compensation expense, as
well as professional fees for departments which provide support to all of our various operating lines of business. In 2020,
corporate support also included an accrual for legal matters. Corporate administrative support expenses are included in general
and administrative expenses on our consolidated income statement.
Accruals for legal matters. During 2020, we recorded a net charge for legal matters of $35 million.
Corporate administrative support expenses increased $54 million in 2020 primarily driven by accruals for legal matters,
as described above. In addition, both corporate administrative support and adjusted corporate administrative support expenses
increased in 2020 due to an increase in severance accruals recorded in the second quarter of 2020 associated with our senior
executive leadership transition and an increase in long-term compensation expense.
Corporate-level charges
Debt expense
Debt prepayment, refinancing and redemption charges
Other income, net
Year ended December 31,
Annual change
2020
2019
Amount
Percent
(dollars in millions)
$
$
$
304
89
17
$
$
$
444
33
29
$
$
$
(140)
(31.5) %
56
169.7 %
(13)
(44.8) %
Effective income tax rate
Effective income tax rate from continuing operations attributable to
DaVita Inc.(1)
23.8 %
23.4 %
28.6 %
28.3 %
Net income attributable to noncontrolling interests
$
221
$
210
$
11
0.4 %
0.3 %
5.2 %
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
(1) For a reconciliation of our effective income tax rate from continuing operations attributable to DaVita Inc., see the "Reconciliations of
non-GAAP measures" section below.
Debt expense
Debt expense decreased primarily due to a decrease in our outstanding debt balances and a decrease in the overall
weighted average effective interest rate on our debt in 2020. Our overall weighted average effective interest rate in 2020 was
3.59% compared to 5.01% in 2019. See Note 13 to the consolidated financial statements for further information on the
components of our debt and changes in them since 2019.
68
Debt prepayment, refinancing and redemption charges
Debt prepayment, refinancing and redemption charges were $89 million in 2020 as a result of the redemption in full of
both our $1.75 billion aggregate principal amount outstanding of 5.125% senior notes and our $1.50 billion aggregate principal
amount outstanding of 5.0% senior notes. These 2020 charges represented debt redemption premium charges and deferred
financing cost write-offs associated with our prior senior note debt that was paid in full. These charges recognized in 2020 also
included $3 million of refinancing charges comprised partially of fees incurred on the repricing of our Term Loan B and
partially of deferred financing costs written off for the portion of this debt considered extinguished and reborrowed. In 2019, we
incurred debt prepayment, refinancing and redemption charges of $33 million as a result of the repayment of all principal
balances outstanding under our prior senior secured credit facilities and the redemption of our $1.25 billion aggregate principal
amount outstanding of 5.75% senior notes. See further discussion of our 2020 debt prepayment, refinancing and redemption
charges in Note 13 to the consolidated financial statements.
Other income
Other income consists primarily of interest income on cash and cash equivalents and short- and long-term investments,
realized and unrealized gains and losses recognized on investments, and foreign currency transaction gains and losses. Other
income decreased in 2020 primarily due to a decrease in interest income on our holdings of cash and cash equivalents in 2020
and a decrease in foreign currency transaction gains.
Provision for income taxes
The effective income tax rate and effective income tax rate from continuing operations attributable to DaVita Inc.
increased in 2020 primarily due to an increase in nondeductible advocacy costs and the impact of a discrete benefit included in
the 2019 tax rate from a reduction in the blended state rate. This increase was partially offset by a reduction in accruals
associated with uncertain tax positions in 2020.
Net income attributable to noncontrolling interests
The increase in income attributable to noncontrolling interests in 2020 compared to 2019 was due to improved earnings
at certain U.S. dialysis partnerships, including, among other things, reimbursements we made to certain of our U.S. dialysis
partnerships for certain COVID-19-related expenses, partially offset by the deconsolidation of two dialysis partnerships at year-
end 2019.
Accounts receivable
Our consolidated accounts receivable balances at December 31, 2020 and December 31, 2019, were $1.824 billion and
$1.796 billion, respectively, representing approximately 59 days and 58 days of revenue (DSO), respectively, net of allowances
for uncollectible accounts. The increase in consolidated DSO was primarily due to an increase of one day of DSO in our U.S.
dialysis business primarily due to held claims for COVID-19-related cohort arrangement billings as well as claims from centers
impacted by hurricanes in the fourth quarter of 2020. Our DSO calculation is based on the current quarter’s average revenues
per day. There were no significant changes during 2020 from 2019 in the amount of unreserved accounts receivable over one
year old or the amounts pending approval from third-party payors.
As of December 31, 2020 and 2019, our net patient services accounts receivable balances that are more than six months
old represents approximately 17% and 18%, respectively of our total net accounts receivable balances outstanding.
Substantially all revenue realized is from government and commercial payors, as discussed above. There were no significant
unreserved balances over one year old. Less than 1% of our revenues are classified as patient pay.
Amounts pending approval from third-party payors associated with Medicare bad debt claims as of December 31, 2020
and 2019, other than the standard monthly billing, consisted of approximately $154 million and $138 million, respectively, and
are classified as other receivables. A significant portion of our Medicare bad debt claims are typically paid to us before the
Medicare fiscal intermediary audits the claims but are subject to subsequent adjustment based upon the actual results of those
audits. Such audits typically occur one to four years after the claims are filed.
69
Liquidity and capital resources
The following table summarizes our major sources and uses of cash, cash equivalents and restricted cash:
Net cash provided by operating activities:
Net income
Non-cash items in net income
Other working capital changes
Other
Net cash (used in) provided by investing activities:
Capital expenditures:
Routine maintenance/IT/other
Development and relocations
Acquisition expenditures
Proceeds from sale of self-developed properties
DMG net sale proceeds received, net of DMG cash sold
Other
Net cash used in financing activities:
Debt (payments) issuances, net
Deferred financing and debt redemption costs
Distributions to noncontrolling interests
Contributions from noncontrolling interests
Stock award exercises and other share issuances
Share repurchases
Other
Year ended December 31,
2019(1)
2020
Annual change
Amount
Percent
(dollars in millions)
$
995 $
1,021 $
1,089
(78)
(26)
1,979 $
964
111
(24)
2,072 $
$
(27)
124
(2.6) %
12.9 %
(190)
(171.2) %
(1)
(93)
(4.2) %
(4.5) %
$
$
$
(399) $
(375) $
(275)
(182)
93
(47)
(15)
(825) $
(391)
(101)
58
3,825
(20)
2,995 $
(24)
116
(81)
36
(3,872)
5
(3,821)
(64) $
(1,995) $
1,931
(106)
(253)
43
(1)
(85)
(233)
57
11
(1,458)
(2,384)
(8)
$
(1,847) $
(68)
(4,696) $
(21)
(20)
(14)
(12)
925
60
2,850
(6.4) %
29.7 %
(80.2) %
62.1 %
(101.2) %
25.0 %
(127.6) %
96.8 %
(24.7) %
(8.6) %
(24.6) %
(109.1) %
38.8 %
88.2 %
60.7 %
Total number of shares repurchased
16,477,378
41,020,232
(24,542,854)
(59.8) %
Free cash flow from continuing operations(2)
$
1,188 $
1,127 $
61
5.4 %
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
(1) Represents consolidated cash flow activity, including cash flows related to discontinued operations.
(2) For a reconciliation of our free cash flow from continuing operations, see the "Reconciliations of Non-GAAP measures" section below.
Consolidated cash flows
Consolidated cash flows from operating activities for 2020 were $1,979 million, all of which was from continuing
operations, compared with consolidated operating cash flows for the same period in 2019 of $2,072 million, of which $1,973
million was from continuing operations. The increase in cash flow from continuing operations was primarily driven by a
decrease in cash interest paid partially offset by COVID-19-related expenses in 2020, and increases in labor and advocacy
costs, as well as an increase in DSO of approximately one day in 2020 compared to 2019.
Cash flows from investing activities in 2020 decreased $3,821 million compared to 2019 primarily due to the net cash
proceeds received from the DMG sale, which closed in June 2019, as well as an increase in acquisition expenditures partially
offset by a decrease in capital expenditures. We developed 31 fewer centers and acquired 51 additional centers in 2020
compared to 2019. See below for additional information regarding the growth in our dialysis centers.
70
Cash flows from financing activities improved $2,850 million in 2020 compared to 2019. Significant sources of cash
during 2020 included issuances of $1,500 million in aggregate principal amount of 3.75% senior notes due 2031 in August
2020 and $1,750 million in aggregate principal amount of 4.625% senior notes due 2030 in June 2020, as well as a net draw of
$75 million on our revolving line of credit. Significant uses of cash during 2020 included the subsequent redemptions in full of
$1,500 million in aggregate principal amount of 5.0% senior notes due 2025 in August 2020 and $1,750 million in aggregate
principal amount of 5.125% senior notes due 2024 in July 2020. Other net payments during 2020 primarily consisted of
regularly scheduled mandatory principal payments under our senior secured credit facilities totaling approximately $55 million
on Term Loan A and $27 million on Term Loan B-1 and additional required principal payments under other debt arrangements.
In addition, we incurred bond issuance costs of approximately $38 million, debt redemption premium charges related to the
redemption of our senior notes due in 2024 and 2025 of approximately $67 million and costs of repricing our Term Loan B of
approximately $3 million. See further discussion in Note 13 to the consolidated financial statements related to debt financing
activities. By comparison, in 2019 debt payments primarily consisted of principal prepayments totaling $5,142 million on our
term debt under our prior senior secured credit facility funded primarily by the net proceeds from the DMG sale and the
redemption of all of our outstanding 5.75% senior notes due in 2022 for an aggregate cash payment consisting of principal and
redemption premium of $1,262 million, partially offset by funding of our term debt of $4,500 million under our new senior
credit facility. Cash flows used for share repurchases also decreased in 2020 as compared to 2019. See below for further
information on our share repurchases.
Dialysis center capacity and growth
We are typically able to increase our capacity by extending hours at our existing dialysis centers, expanding our existing
dialysis centers, relocating our dialysis centers, developing new dialysis centers and by acquiring dialysis centers. The
development of a typical new outpatient dialysis center generally requires approximately $2.4 million for leasehold
improvements and other capital expenditures. Based on our experience, a new outpatient dialysis center typically opens within a
year after the property lease is signed, normally achieves operating profitability in the second year after Medicare certification,
and normally reaches maturity within three to five years. Acquiring an existing outpatient dialysis center requires a substantially
greater initial investment, but profitability and cash flows are generally accelerated and more predictable. To a limited extent,
we enter into agreements to provide management and administrative services to outpatient dialysis centers in which we own a
noncontrolling interest or which are wholly-owned by third parties in return for management fees.
The table below shows the growth in our dialysis operations by number of dialysis centers owned or operated:
U.S.
International
2020
2019
2020
2019
Number of centers operated at beginning of year
Acquired centers
Developed centers
Net change in non-owned managed or administered centers(1)
Sold and closed centers(2)
Closed centers(3)
2,753
8
81
—
(6)
(20)
2,664
7
115
(1)
(10)
(22)
Number of centers operated at end of year
2,816
2,753
259
66
5
(6)
—
(3)
321
241
16
2
1
(1)
—
259
(1) Represents dialysis centers which we manage or provide administrative services to but in which we own a noncontrolling equity interest
or which are wholly-owned by third parties, including our Asia Pacific joint venture centers.
(2) Represents dialysis centers that were sold and/or closed for which the majority of patients were not retained.
(3) Represents dialysis centers that were closed for which the majority of patients were retained and transferred to one of our other existing
outpatient dialysis centers.
71
Stock repurchases
The following table summarizes our common stock repurchases during the years ended December 31, 2020 and 2019:
Year ended December 31,
2020
2019
(dollars in millions and shares in thousands,
except per share data)
Open market repurchases
Shares
Amounts paid
Average paid per share
Tender offers(1)
Shares
Amounts paid
Average paid per share
Total
Shares
Amounts paid
Average paid per share
$
$
$
$
$
$
8,495
742 $
87.32 $
7,982
705 $
88.32 $
16,477
1,447 $
87.80 $
19,218
1,168
60.79
21,802
1,234
56.61
41,020
2,402
58.57
(1) The aggregate amounts paid for shares repurchased pursuant to our 2020 and 2019 tender offers for our shares during the years ended
December 31, 2020 and 2019, include their clearing prices of $88.00 and $56.50 per share, respectively, plus related fees and expenses of $2.5
million and $2.3 million, respectively.
Subsequent to December 31, 2020, we have repurchased 1,063,000 shares of our common stock for $123 million at an
average cost of $115.98 per share from January 1, 2021 through February 10, 2021. We retired all shares of common stock held
in treasury effective December 31, 2020 and December 31, 2019.
See further discussion of our share repurchase activity and authorizations in Note 19 to the consolidated financial
statements.
Available liquidity
As of December 31, 2020, our cash balance was $325 million and we held approximately $20 million in short-term
investments. At that time we also had $925 million available and $75 million drawn on our $1.0 billion revolving line of credit
under our senior secured credit facilities. Credit available under this revolving line of credit is reduced by the amount of any
letters of credit outstanding under this facility, but we had no such letters of credit outstanding as of December 31, 2020. As of
December 31, 2020 we also separately had approximately $65 million in letters of credit outstanding under a separate bilateral
secured letter of credit facility.
See Note 13 to the consolidated financial statements for components of our long-term debt and their interest rates.
The COVID-19 pandemic and efforts to prevent its spread have dramatically reduced global economic activity and
driven increased volatility in the financial markets. We have maintained business process continuity during the COVID-19
pandemic by enabling most back office teammates to work remotely, and as of the date of this report, we have not experienced
a material deterioration in our liquidity position as a result of the COVID-19 crisis. In addition, we elected not to accept
approximately $250 million in funds available to us through the CARES Act Provider Relief Fund and returned the funds we
received in May 2020. There can be no assurance that we will be able to continue to forgo financial or other assistance available
under the CARES Act or similar subsequent legislation or that similar assistance will be available from the government if we
have a need for such assistance in the future. The ultimate impact of the pandemic will depend on future developments that are
highly uncertain and difficult to predict.
We believe that our cash flow from operations and other sources of liquidity, including from amounts available under our
senior secured credit facilities and our access to the capital markets, will be sufficient to fund our scheduled debt service under
the terms of our debt agreements and other obligations for the foreseeable future, including the next 12 months. Our primary
recurrent sources of liquidity are cash from operations and cash from borrowings, which are subject to general, economic,
financial, competitive, regulatory and other factors that are beyond our control, as described in Item 1A Risk Factors under the
72
heading "The level of our current and future debt could have an adverse impact on our business, and our ability to generate
cash to service our indebtedness and for other intended purposes and our ability to maintain compliance with debt covenants
depends on many factors beyond our control."
Reconciliations of non-GAAP measures
The following tables provide reconciliations of adjusted operating income (loss) to operating income (loss) as presented
on a U.S. generally accepted accounting principles (GAAP) basis for our U.S. dialysis reportable segment as well as for our
U.S. ancillary services, our international business, and for our total ancillary services which combines them and is disclosed as
our other segments category. These non-GAAP or “adjusted” measures are presented because management believes these
measures are useful adjuncts to, but not alternatives for, our GAAP results.
Specifically, management uses adjusted operating income (loss) to compare and evaluate our performance period over
period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and
forecasts and for incentive compensation purposes. We believe this non-GAAP measure is also useful to investors and analysts
in evaluating our performance over time and relative to competitors, as well as in analyzing the underlying trends in our
business. We also believe this presentation enhances a user's understanding of our normal operating income by excluding
certain items which we do not believe are indicative of our ordinary results of operations.
In addition, our effective income tax rate on income from continuing operations attributable to DaVita Inc. excludes
noncontrolling owners' income, which primarily relates to non-tax paying entities. We believe this adjusted effective income tax
rate is useful to management, investors and analysts in evaluating our performance and establishing expectations for income
taxes incurred on our ordinary results attributable to DaVita Inc.
Finally, our free cash flow from continuing operations represents net cash provided by operating activities from
continuing operations less distributions to noncontrolling interests and all capital expenditures (including development capital
expenditures, routine maintenance and information technology), plus contributions from noncontrolling interests and proceeds
from the sale of self-developed properties. Management uses this measure to assess our ability to fund acquisitions and meet
our debt service obligations and we believe this measure is equally useful to investors and analysts as an adjunct to cash flows
from operating activities from continuing operations and other measures under GAAP.
It is important to bear in mind that these non-GAAP “adjusted” measures are not measures of financial performance
under GAAP and should not be considered in isolation from, nor as substitutes for, their most comparable GAAP measures.
Year ended December 31, 2020
U.S.
dialysis
Ancillary services
U.S.
International
Total
Corporate
administration
Consolidated
Operating income (loss)
$
1,918 $
Loss on changes in ownership interests, net
Accruals for legal matters
(dollars in millions)
(99) $
16
23 $
(76) $
16
(147) $
35
Adjusted operating income (loss)
$ 1,918 $
(83) $
23 $
(60) $
(112) $
1,695
16
35
1,746
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
Operating income (loss)
Goodwill impairment
Year ended December 31, 2019
U.S.
dialysis
Ancillary services
U.S.
International
Total
Corporate
administration
Consolidated
$
1,925 $
(66) $
(123) $
(189) $
(92) $
(dollars in millions)
125
125
1,643
125
Adjusted operating income (loss)
$ 1,925 $
(66) $
2 $
(64) $
(92) $
1,768
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
73
Income from continuing operations before income taxes
Less: Noncontrolling owners’ income primarily attributable to non-tax paying entities
Income from continuing operations before income taxes attributable to DaVita Inc.
Income tax expense for continuing operations
Less: Income tax attributable to noncontrolling interests
Income tax expense from continuing operations attributable to DaVita Inc.
Year ended December 31,
2020
2019
(dollars in millions)
$
$
$
$
1,318
(222)
1,097
314
(1)
313
$
$
$
$
1,195
(210)
986
280
(1)
279
Effective income tax rate on income from continuing operations attributable to DaVita Inc.
28.6 %
28.3 %
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
Net cash provided by continuing operating activities
Less: Distributions to noncontrolling interests
Plus: Contributions from noncontrolling interests
Cash provided by continuing operating activities attributable to DaVita Inc.
Less: Expenditures for routine maintenance and information technology
Less: Expenditures for development
Plus: Proceeds from sale of self-developed properties
Free cash flow from continuing operations
Year ended December 31,
2020
2019
(dollars in millions)
1,979 $
(253)
43
1,769
(399)
(275)
93
1,188 $
1,973
(233)
57
1,797
(355)
(373)
58
1,127
$
$
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
Off-balance sheet arrangements and aggregate contractual obligations
In addition to the debt obligations and operating lease liabilities reflected on our balance sheet, we have commitments
associated with letters of credit, as well as certain working capital funding obligations associated with our equity investments in
nonconsolidated dialysis ventures that we manage and some we manage that are wholly-owned by third parties.
We also have potential obligations to purchase the noncontrolling interests held by third parties in many of our majority-
owned dialysis partnerships and other nonconsolidated entities. These obligations are in the form of put provisions that are
exercisable at the third-party owners’ discretion within specified periods as outlined in each specific put provision. For
additional information see Note 17 to the consolidated financial statements.
74
The following is a summary of these contractual obligations and commitments as of December 31, 2020:
Scheduled payments under contractual obligations:
Long-term debt(1):
Principal payments
Interest payments on credit facilities and senior notes
Financing leases(2)
Operating leases, including imputed interest(2)
Potential cash requirements under other commitments:
Letters of credit
2021
2022-2023
2024-2025
Thereafter
Total
(dollars in millions)
$
147 $
349 $ 1,512 $ 5,882 $ 7,890
219
22
480
429
48
969
389
54
774
704
150
1,438
1,741
274
3,661
868 $ 1,795 $ 2,729 $ 8,174 $ 13,566
65 $
— $
— $
— $
65
$
$
Noncontrolling interests subject to put provisions
1,023
145
Non-owned and minority owned put provisions
Operating capital advances
Purchase commitments
110
1
542
6
2
721
97
—
2
92
65
—
4
—
1,330
116
9
1,355
$ 1,741 $
874 $
191 $
69 $ 2,875
(1) See Note 13 to the consolidated financial statements for components of our long-term debt and related interest rates.
(2) See Note 14 to the consolidated financial statements for components of our leases and related interest rates.
In 2017, we entered into a Sourcing and Supply Agreement with Amgen USA Inc. (Amgen) that expires on
December 31, 2022. Under the terms of the agreement, the Company will purchase EPO from Amgen in amounts necessary to
meet no less than 90% of its requirements for erythropoiesis-stimulating agents (ESAs) through the expiration of the contract.
The actual amount of EPO that we will purchase will depend upon the amount of EPO administered during dialysis as
prescribed by physicians and the overall number of patients that we serve.
The purchase commitments in the table above represent our agreements with various suppliers to purchase set amounts
of dialysis equipment, parts, and supplies. If we fail to meet the minimum purchase commitments under these contracts during
any year, it is required to pay the difference to the supplier.
Settlements of approximately $88 million of existing income tax liabilities for unrecognized tax benefits, including
interest, penalties and other long-term tax liabilities, are excluded from the table above as reasonably reliable estimates of their
timing cannot be made.
Contingencies
The information in Note 16 to the consolidated financial statements included in this report is incorporated by reference in
response to this item.
Critical accounting policies, estimates and judgments
Our consolidated financial statements and accompanying notes are prepared in accordance with United States generally
accepted accounting principles. These accounting principles require us to make estimates, judgments and assumptions that
affect the reported amounts of revenues, expenses, assets, liabilities, contingencies and noncontrolling interests subject to put
provisions (redeemable equity interests). All significant estimates, judgments and assumptions are developed based on the best
information available to us at the time made and are regularly reviewed and updated when necessary. Actual results will
generally differ from these estimates, and such differences may be material. Changes in estimates are reflected in our financial
statements in the period of change based upon on-going actual experience trends or subsequent settlements and realizations
depending on the nature and predictability of the estimates and contingencies. Certain accounting estimates, including those
concerning revenue recognition and accounts receivable, impairments of goodwill, accounting for income taxes, fair value
estimates, and loss contingencies are considered to be critical to evaluating and understanding our financial results because they
involve inherently uncertain matters and their application requires the most difficult and complex judgments and estimates. For
additional information, see Part II Item 15, "Exhibits, Financial Statement Schedules" – Note 1 – "Organization and summary
of significant accounting policies" as referred from Part II Item 8, "Financial Statements and Supplementary Data."
75
U.S. dialysis revenue recognition and accounts receivable. There are significant estimating risks associated with the
amount of U.S. dialysis revenue that we recognize in a given reporting period. Payment rates are often subject to significant
uncertainties related to wide variations in the coverage terms of the commercial healthcare plans under which we receive
payments. In addition, ongoing insurance coverage changes, geographic coverage differences, differing interpretations of
contract coverage, and other payor issues complicate the billing and collection process. Net revenue recognition and allowances
for uncollectible billings require the use of estimates of the amounts that will ultimately be realized considering, among other
items, retroactive adjustments that may be associated with regulatory reviews, audits, billing reviews and other matters.
Revenues associated with Medicare and Medicaid programs are recognized based on (a) the payment rates that are
established by statute or regulation for the portion of the payment rates paid by the government payor (e.g., 80% for Medicare
patients) and (b) for the portion not paid by the primary government payor, the estimated amounts that will ultimately be
collectible from other government programs providing secondary coverage (e.g., Medicaid secondary coverage), the patient’s
commercial health plan secondary coverage, or the patient. Our dialysis related reimbursements from Medicare are subject to
certain variations under Medicare’s single bundled payment rate system whereby our reimbursements can be adjusted for
certain patient characteristics and other variable factors. Our revenue recognition depends upon our ability to effectively
capture, document and bill for Medicare’s base payment rate and these other factors. In addition, as a result of the potential
range of variations that can occur in our dialysis-related reimbursements from Medicare under the single bundled payment rate
system, our revenue recognition is subject to a greater degree of estimating risk.
Commercial healthcare plans, including contracted managed-care payors, are billed at our usual and customary rates;
however, revenue is recognized based on estimated net realizable revenue for the services provided. Net realizable revenue is
estimated based on contractual terms for the patients covered under commercial healthcare plans with which we have formal
agreements, non-contracted commercial healthcare plan coverage terms if known, estimated secondary collections, historical
collection experience, historical trends of refunds and payor payment adjustments (retractions), inefficiencies in our billing and
collection processes that can result in denied claims for payments, the estimated timing of collections, changes in our
expectations of the amounts that we expect to collect and regulatory compliance matters. Determining applicable primary and
secondary coverage for our approximately 204,200 U.S. dialysis patients at any point in time, together with the changes in
patient coverages that occur each month, requires complex, resource-intensive processes. Collections, refunds and payor
retractions typically continue to occur for up to three years or longer after services are provided.
We generally expect the range of our U.S. dialysis revenue estimating risk to be within 1% of revenue, which can
represent as much as approximately 5% of our U.S. dialysis business’s adjusted operating income. Changes in estimates are
reflected in the then-current financial statements based on on-going actual experience trends, or subsequent settlements and
realizations depending on the nature and predictability of the estimates and contingencies. Changes in revenue estimates for
prior periods are separately disclosed and reported if material to the current reporting period and longer term trend analyses, and
have not been significant.
Revenues for laboratory services, which are integrally related to our dialysis services, are recognized in the period
services are provided at the estimated net realizable amounts to be received.
Impairments of goodwill. We account for impairments of goodwill in accordance with the provisions of applicable
accounting guidance. Goodwill is not amortized, but is assessed for impairment when changes in circumstances warrant and at
least annually. An impairment charge is recorded when and to the extent a reporting unit's carrying amount is determined to
exceed its estimated fair value.
Changes in circumstance that may trigger a goodwill impairment assessment for one of our business units can include,
among others, changes in the legal environment, addressable market, business strategy, development or business plans,
reimbursement structure, operating performance, future prospects, relationships with partners, and/or market value indications
for the subject business. We use a variety of factors to assess changes in the financial condition, future prospects and other
circumstances concerning the subject businesses and to estimate their fair value when applicable. Any change in the factors,
assessments or assumptions involved could affect a determination of whether and when to assess goodwill for impairment as
well as the outcome of such an assessment. These assessments and the related valuations can involve significant uncertainties
and require significant judgment on various matters, some of which could be subject to reasonable disagreement.
Accounting for income taxes. Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized
tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income
taxes in the United States and numerous state and foreign jurisdictions, and changes in tax laws or regulations may be proposed
or enacted that could adversely affect our overall tax liability. The actual impact of any such laws or regulations could be
materially different from our current estimates.
76
Significant judgments and estimates are required in determining our consolidated income tax expense. Deferred income
taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial
statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax
assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including
scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, results of recent
operations, and assumptions about the amount of future federal, state, and foreign pre-tax operating income adjusted for items
that do not have tax consequences. The assumptions about future taxable income require significant judgments and are
consistent with the plans and estimates we use to manage the underlying businesses. To the extent that recovery is not likely, a
valuation allowance is established. The allowance is regularly reviewed and updated for changes in circumstances that would
cause a change in judgment about the realizability of the related deferred tax assets.
Fair value estimates. The FASB defines fair value generally as the amount at which an asset (or liability) could be
bought (or assumed) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or
liquidation sale. It also defines fair value more specifically for most purposes as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
We rely on fair value measurements and estimates for purposes that require the recording, reassessment, or adjustment of
the carrying amounts of certain assets, liabilities and noncontrolling interests subject to put provisions (redeemable equity
interests). These purposes can include purchase accounting for business combination transactions; impairment assessments for
goodwill, other intangible assets, and other long-lived assets; recurrent revaluation of investments in debt and equity securities,
contingent earn-out obligations, interest rate cap agreements, and noncontrolling interests subject to put provisions; and the
accounting for equity method and other investments and stock-based compensation, among others. The criticality of a particular
fair value estimate to our consolidated financial statements depends upon the nature and size of the item being measured, the
extent of uncertainties involved and the nature and magnitude or potential effect of assumptions and judgments required.
Critical fair value estimates can involve significant uncertainties and require significant judgment on various matters, some of
which could be subject to reasonable disagreement.
Loss contingencies. As discussed in Notes 1 and 16 to the consolidated financial statements, we operate in a highly
regulated industry and are party to various lawsuits, claims, qui tam suits, governmental investigations and audits (including,
without limitation, investigations or other actions resulting from its obligation to self-report suspected violations of law),
contract disputes and other legal proceedings. Assessments of such matters can involve a series of complex judgments about
future events and can rely heavily on estimates and assumptions. We record accruals for loss contingencies on such matters to
the extent that we determine an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. See
Note 16 to the consolidated financial statements included in this report for further discussion.
Significant new accounting standards
See Note 1 to the consolidated financial statements included in this report for information regarding certain recent
financial accounting standards that have been issued by the FASB.
77
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.
Interest rate sensitivity
The tables below provide information about our financial instruments that are sensitive to changes in interest rates. The
first table below presents principal repayments and current weighted average interest rates on our debt obligations as of
December 31, 2020. The variable rates presented reflect the weighted average LIBOR rates in effect for all debt tranches plus
interest rate margins in effect as of December 31, 2020. The Term Loan A interest rate margin in effect at December 31, 2020,
was 1.50%. At December 31, 2020, the Term Loan B-1 interest rate margin in effect was 1.75%. At December 31, 2020, we
had an outstanding balance on our revolving line of credit bearing interest at an Alternate Base Rate (the Prime Rate) plus
0.50%. On January 6, 2021 our revolving line of credit rate was converted to a LIBOR-based rate of LIBOR plus 1.50%. The
interest rates in effect on our Term Loan A and revolving line of credit are subject to adjustment depending upon changes in our
leverage ratio.
2021
2022
2023
2024
2025
Thereafter
Total
Expected maturity date
Average
interest
rate
Fair value(1)
(dollars in millions)
Long term debt:
Fixed rate
Variable rate
$
$
31 $
138 $
34 $
136 $
48 $
29 $
179 $ 1,468 $
33 $ 3,448 $ 3,623
36 $ 2,584 $ 4,541
4.32 % $ 3,481
2.05 % $ 4,518
(1) Represents the fair value of our long-term debt excluding financing leases.
Notional
amount
Contract maturity date
2021
2022
2023
2024
2025
Receive variable
Fair value
(dollars in millions)
2019 cap agreements
$ 3,500 $ — $ — $ — $ 3,500 $ —
LIBOR above 2.0% $
2.7
For a further discussion of our debt, see Note 13 to our consolidated financial statements at Part II Item 15, "Exhibits,
Financial Statement Schedules" – Note 13 – "Long-term debt" as referred from Part II Item 8, "Financial Statements and
Supplementary Data."
We believe that our cash flow from operations and other sources of liquidity, including from amounts available under our
current credit facilities and our access to the capital markets, will be sufficient to fund our scheduled debt service under the
terms of our debt agreements and other obligations for the foreseeable future, including the next 12 months. Our primary
recurrent sources of liquidity are cash from operations and cash from borrowings.
One means of assessing exposure to debt-related interest rate changes is a duration-based analysis that measures the
potential loss in net income resulting from a hypothetical increase in interest rates of 100 basis points across all variable rate
maturities (referred to as a parallel shift in the yield curve). Under this model, with all else constant, it is estimated that such an
increase would have reduced net income by approximately $34.8 million, $32.4 million, and $37.8 million, net of tax, for the
years ended December 31, 2020, 2019, and 2018, respectively.
Exchange rate sensitivity
While our business is predominantly conducted in the U.S., we have developing operations in ten other countries as well.
For financial reporting purposes, the U.S. dollar is our reporting currency. However, the functional currencies of our operating
businesses in other countries are typically those of the countries in which they operate. Therefore, changes in the rate of
exchange between the U.S. dollar and the local currencies in which our international operations are conducted affect our results
of operations and financial position as reported in our consolidated financial statements.
We have consolidated the balance sheets of our non-U.S. dollar denominated operations into U.S. dollars at the exchange
rates prevailing at the balance sheet dates and have translated their revenues and expense at average exchange rates during each
period. Additionally, our individual subsidiaries are exposed to transactional risks mainly resulting from intercompany
transactions between and among subsidiaries with different functional currencies. This exposes the subsidiaries to fluctuations
in the rate of exchange between the invoicing or obligation currencies and the currency in which their local operations are
conducted.
78
We evaluate our exposure to foreign exchange risk through the judgment of our international and corporate management
teams. Through 2020, our international operations have remained fairly small relative to the size of our consolidated financial
statements, constituting approximately 9% of our consolidated assets as of December 31, 2020, with no single country
constituting more than 3% of consolidated assets, and approximately 5% of our consolidated revenues for the year ended
December 31, 2020. In addition, our foreign currency translation (losses) gains were approximately (0.4)%, (1)%, and (3)% of
our consolidated operating income for the years ended December 31, 2020, 2019 and 2018.
Given the relatively small size of our international operations, management does not consider our exposure to foreign
exchange risk to be significant to the consolidated enterprise. As such, through December 31, 2020, we have not engaged in
transactions to hedge the exposure of our international transactions or net investments to foreign currency risk.
Item 8.
Financial Statements and Supplementary Data.
See the Index to Financial Statements and Index to Financial Statement Schedules included at Item 15, "Exhibits,
Financial Statement Schedules.”
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Controls and Procedures.
Management has established and maintains disclosure controls and procedures designed to ensure that information
required to be disclosed in the reports that it files or submits pursuant to the Securities Exchange Act of 1934 (Exchange Act) as
amended is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management including our Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO") as appropriate to allow for timely decisions regarding required disclosures.
At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the
participation of our CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and
procedures in accordance with the Exchange Act requirements as of December 31, 2020. Based upon that evaluation, the CEO
and CFO concluded that the Company's disclosure controls and procedures were effective as required by the Exchange Act as
of such date for our Exchange Act reports, including this report. Management recognizes that these controls and procedures can
provide only reasonable assurance of desired outcomes, and that estimates and judgments are still inherent in the process of
maintaining effective controls and procedures.
There was no change in the Company's internal control over financial reporting that was identified during the evaluation
that occurred during the fourth fiscal quarter of 2020 that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Item 9B.
Other Information.
None.
79
Item 10.
Directors, Executive Officers and Corporate Governance.
PART III
We intend to disclose any amendments or waivers to the Code of Ethics applicable to our principal executive officer,
principal financial officer, principal accounting officer or controller or persons performing similar functions, on our website
located at http://www.davita.com. In 2002, we adopted a Corporate Governance Code of Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or controller, and to all of our financial accounting and
legal professionals who are directly or indirectly involved in the preparation, reporting and fair presentation of our financial
statements and Exchange Act reports. The Code of Ethics is posted on our website, located at http://www.davita.com. We also
maintain a Corporate Code of Conduct that applies to all of our employees, officers and directors, which is posted on our
website.
Under our Corporate Governance Guidelines all Board Committees including the Audit Committee, Nominating and
Governance Committee and the Compensation Committee, which are comprised solely of independent directors as defined
within the listing standards of the New York Stock Exchange, have written charters that outline the committee’s purpose, goals,
membership requirements and responsibilities. These charters are regularly reviewed and updated as necessary by our Board of
Directors. All Board Committee charters as well as the Corporate Governance Guidelines are posted on our website located at
http://www.davita.com.
The other information required to be disclosed by this item will appear in, and is incorporated by reference from, the
sections entitled “Proposal 1 Election of Directors”, “Corporate Governance”, and “Security Ownership of Certain Beneficial
Owners and Management” to be included in our definitive proxy statement relating to our 2021 annual stockholder meeting.
Item 11.
Executive Compensation.
The information required by this item will appear in, and is incorporated by reference from, the sections entitled
"Executive Compensation", "Pay Ratio Disclosure", "Compensation of Directors" and "Compensation Committee Interlocks
and Insider Participation" included in our definitive proxy statement relating to our 2021 annual stockholder meeting. The
information required by Item 407(e)(5) of Regulation S-K will appear in and is incorporated by reference from the section
entitled “Compensation Committee Report” to be included in our definitive proxy statement relating to our 2021 annual
stockholder meeting; however, this information shall not be deemed to be filed.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides information about our common stock that may be issued upon the exercise of stock-settled
stock appreciation rights, restricted stock units and other rights under all of our existing equity compensation plans as of
December 31, 2020, which consist of our 2020 Incentive Award Plan, 2011 Incentive Award Plan and our Employee Stock
Purchase Plan. The material terms of these plans are described in Note 18 to the consolidated financial statements.
Plan category (shares in thousands)
Equity compensation plans approved by shareholders
Equity compensation plans not requiring shareholder
approval
Total
Number of
shares to be issued
upon exercise
of outstanding
options, warrants
and rights(1)
(a)
Weighted
average
exercise price
of outstanding
options,
warrants and
rights(2)
(b)
12,167 $
63.64
—
12,167 $
—
63.64
Number of shares
remaining
available for future
issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
(c)
14,263
—
14,263
Total of shares
reflected in
columns (a)
and (c)
(d)
26,430
—
26,430
1.
Includes 1,092 shares of common stock reserved for issuance in connection with performance share units at the maximum number of
shares issuable thereunder.
2.
This weighted average excludes full value awards such as restricted stock units and performance share units.
Other information required to be disclosed by Item 12 will appear in, and is incorporated by reference from, the section
entitled “Security Ownership of Certain Beneficial Owners and Management” to be included in our definitive proxy statement
relating to our 2021 annual stockholder meeting.
80
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will appear in, and is incorporated by reference from, the section entitled “Certain
Relationships and Related Transactions” and the section entitled “Corporate Governance” to be included in our definitive
proxy statement relating to our 2021 annual stockholder meeting.
Item 14.
Principal Accounting Fees and Services.
The information required by this item will appear in, and is incorporated by reference from, the section entitled
“Proposal 2 Ratification of the Appointment of our Independent Registered Public Accounting Firm” to be included in our
definitive proxy statement relating to our 2021 annual stockholder meeting.
81
PART IV
Item 15.
Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this Report:
(1) Index to Financial Statements:
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018
Consolidated Balance Sheets as of December 31, 2020, and 2019
Consolidated Statements of Cash Flow for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Equity for the years ended December 31, 2020, 2019, and 2018
Notes to Consolidated Financial Statements
(2) Index to Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts
(3) Exhibits
Page
F-1
F-2
F-5
F-6
F-7
F-8
F-9
F-10
F-12
S-3
The information required by this Item is set forth in the Exhibit Index that precedes the signature pages of this Annual
Report on Form 10-K.
Item 16.
Form 10-K Summary.
None.
82
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DAVITA INC.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining an adequate system of internal control over financial
reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally accepted accounting principles and which includes
those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial
statements.
During the last fiscal year, the Company conducted an evaluation, under the oversight of the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the Company’s internal control over financial
reporting. This evaluation was completed based on the criteria established in the report titled “Internal Control—Integrated
Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based upon our evaluation under the COSO framework, we have concluded that the Company’s internal control over
financial reporting was effective as of December 31, 2020.
The Company’s independent registered public accounting firm, KPMG LLP, has issued an attestation report on the
Company’s internal control over financial reporting, which report is included in this Annual Report.
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
DaVita Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of DaVita Inc. and subsidiaries (the Company) as of December
31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity, and cash flow for each of the
years in the three-year period ended December 31, 2020, and the related notes and financial statement Schedule II – Valuation
and Qualifying Accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and
the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 12, 2021 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 14 to the consolidated financial statements, the Company has changed its method of accounting for leases
as of January 1, 2019 due to the adoption of the Financial Accounting Standards Board’s Accounting Standards Codification
Topic 842 Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
U.S. dialysis patient service revenue recognition
As discussed in Notes 1 and 2 to the consolidated financial statements, the Company recognized $10,619 million in U.S.
dialysis patient service revenue for the year ended December 31, 2020. There are uncertainties associated with estimating
U.S. dialysis patient service revenue, which generally take several years to resolve. As these estimates are refined over
time, both positive and negative adjustments are recognized in the current period.
F-2
We identified the evaluation of the recognition of the transaction price the Company expects to collect as a result of
satisfying its performance obligations related to U.S. dialysis patient service revenue as a critical audit matter because it
involves estimation that requires complex auditor judgment. The key assumptions and inputs used to estimate the
transaction price relate to ongoing insurance coverage changes, differing interpretations of contract coverage,
determination of applicable primary and secondary coverage, coordination of benefits, and varying patient characteristics
impacting Medicare reimbursements. Changes to the key assumptions and inputs used in the application of the
methodology may have a significant effect on the Company’s determination of the estimate.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Company’s U.S. dialysis patient service revenue
recognition process, including controls related to the application of the methodology used to estimate the transaction price,
and the key assumptions and inputs. We evaluated the Company’s key assumptions and inputs to estimate the transaction
price the Company expects to collect as a result of satisfying its performance obligations by comparing key assumptions to
historical collection experience, trends of refunds and payor payment adjustments, delays in the Company’s billing and
collection process and regulatory compliance matters. Additionally, we compared U.S. dialysis patient service revenue
related to the transaction price estimates recognized in prior periods to actual cash collections related to performance
obligations satisfied in prior periods to analyze the Company’s ability to estimate the transaction price the Company
expects to collect as a result of satisfying its performance obligations. We developed an estimate of U.S. dialysis patient
service revenue based on actual and expected cash collections and compared to U.S. dialysis patient service revenue
recorded by the Company for the year-ended December 31, 2020.
Evaluation of the goodwill impairment analyses for the Germany kidney care reporting unit
As discussed in Note 10 to the consolidated financial statements, the Company performed annual and other impairment
assessments for their reporting units throughout 2020. As a result of these assessments, the Company has not recognized
any goodwill impairment charges in the current year. The goodwill balance for the Germany kidney care reporting unit as
of December 31, 2020 was $323 million.
We have identified the evaluation of the goodwill impairment analyses for the Germany kidney care reporting unit as a
critical audit matter. The evaluations involved assessing the key assumptions used in estimating the fair value of the
reporting unit, including non-acquired patient growth rate, projected number of treatments, projected revenue growth rate,
discount rates, and revenue and clinical earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples.
Evaluation of these key assumptions involved a high degree of subjectivity and auditor judgment as changes to these
assumptions could have a significant impact on any goodwill impairment charges recognized.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Company’s goodwill impairment assessment process,
including controls over the development of key assumptions as described above. We assessed the Company’s ability to
forecast by comparing prior year actual results of the reporting unit to previously forecasted amounts for the reporting unit.
We evaluated the Company’s non-acquired patient growth rate, projected number of treatments, and projected revenue
growth rate, for the reporting unit by comparing the projections to the Company’s underlying business strategies and
operating plans for the reporting unit, and other industry and market data. In addition, we involved valuation professionals
with specialized skills and knowledge, who assisted in:
•
•
•
evaluating the projected revenue growth rate for the reporting unit by comparing projected rates with comparable
companies
evaluating the discount rate for the reporting unit, by comparing the inputs used to develop the discount rate to
publicly available market data for comparable companies to assess whether the inputs used in the development of
the discount rate are reasonable
evaluating the revenue and clinical EBITDA multiples utilized in the Company’s valuation of the reporting unit by
comparing the multiples selected to a range of multiples from comparable transactions.
Evaluation of legal proceedings and regulatory matters
As discussed in Notes 1 and 16 to the consolidated financial statements, the Company operates in a highly regulated
industry and is a party to various lawsuits, demands, claims, qui tam suits, governmental investigations and audits
(including, without limitation, investigations or other actions resulting from its obligation to self-report suspected
violations of law) and other legal proceedings. The Company records accruals for certain legal proceedings and regulatory
matters to the extent an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.
F-3
We identified the evaluation of legal proceedings and regulatory matters as a critical audit matter. Due to the nature of the
legal proceedings and regulatory matters, a high degree of subjectivity was required in evaluating the completeness of the
Company’s population of legal proceedings and regulatory matters. Additionally, complex auditor judgment was required
in evaluating the Company’s probability of outcome assessment, and related disclosures.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Company’s legal proceedings and regulatory matters
process. This includes controls over the Company’s determination of the completeness of the population of legal
proceedings and regulatory matters, as well as controls over the Company’s probability of outcome assessment, and related
disclosures. We tested existing legal proceedings and regulatory matters by reading certain written correspondence
received from outside parties as well as reading certain written responses provided to outside parties. We read letters
received directly from the Company’s external and internal legal counsel that described certain legal proceedings and
regulatory matters. We involved forensic professionals with specialized skills and knowledge who inspected the
Company’s compliance case log. Additionally, we assessed the completeness of the population of legal proceedings and
regulatory matters and related disclosures by 1) inquiring of certain key executives and directors and 2) evaluating
information received through procedures described above and through publicly available information about the Company,
its competitors, and the industry.
/s/ KPMG LLP
We have served as the Company’s auditor since 2000.
Seattle, Washington
February 12, 2021
F-4
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
DaVita Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited DaVita Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31,
2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated
statements of income, comprehensive income, equity, and cash flow for each of the years in the three-year period ended
December 31, 2020, and the related notes and financial statement Schedule II – Valuation and Qualifying Accounts
(collectively, the consolidated financial statements), and our report dated February 12, 2021 expressed an unqualified opinion
on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Seattle, Washington
February 12, 2021
F-5
DAVITA INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars and shares in thousands, except per share data)
Year ended December 31,
Dialysis patient service revenues before provision
Provision for uncollectible accounts
Dialysis patient service revenues
Other revenues
Total revenues
Operating expenses and charges:
Patient care costs
General and administrative
Depreciation and amortization
Provision for uncollectible accounts
Equity investment (income) loss
Other asset impairments
Goodwill impairment charges
Loss (gain) on changes in ownership interest, net
Total operating expenses and charges
Operating income
Debt expense
Debt prepayment, refinancing and redemption charges
Other income, net
Income from continuing operations before income taxes
Income tax expense
Net income from continuing operations
Net (loss) income from discontinued operations, net of tax
Net income
Less: Net income attributable to noncontrolling interests
Net income attributable to DaVita Inc.
Earnings per share attributable to DaVita Inc.:
Basic net income from continuing operations
Basic net income
Diluted net income from continuing operations
Diluted net income
Weighted average shares for earnings per share:
Basic shares
Diluted shares
Amounts attributable to DaVita Inc.:
Net income from continuing operations
Net (loss) income from discontinued operations
Net income attributable to DaVita Inc.
2018
2020
(13,458)
2019
$ 11,039,709 $ 10,918,421 $ 10,709,981
(49,587)
10,660,394
744,457
11,404,851
10,896,706
491,773
11,388,479
11,026,251
524,353
11,550,604
(21,715)
7,988,613
1,247,584
630,435
—
7,914,485
1,103,312
615,152
—
(26,916)
(12,679)
—
—
16,252
9,855,968
1,694,636
(304,111)
(89,022)
16,759
1,318,262
313,932
1,004,330
(9,653)
994,677
(221,035)
773,642 $
—
124,892
—
9,745,162
1,643,317
(443,824)
(33,402)
29,348
1,195,439
279,628
915,811
105,483
1,021,294
(210,313)
810,981 $
8,195,513
1,135,454
591,035
(7,300)
4,484
17,338
3,106
(60,603)
9,879,027
1,525,824
(487,435)
—
10,089
1,048,478
258,400
790,078
(457,038)
333,040
(173,646)
159,394
6.54 $
6.46 $
6.39 $
6.31 $
4.61 $
5.29 $
4.60 $
5.27 $
3.66
0.93
3.62
0.92
119,797
122,623
153,181
153,812
170,786
172,365
783,295 $
706,832 $
624,321
(9,653)
104,149
(464,927)
773,642 $
810,981 $
159,394
$
$
$
$
$
$
$
See notes to consolidated financial statements.
F-6
DAVITA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
Net income
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on interest rate cap agreements:
Unrealized (losses) gains
Reclassification into net income
Unrealized losses on foreign currency translation
Other comprehensive loss
Total comprehensive income
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to DaVita Inc.
$
Year ended December 31,
2020
994,677 $
2019
1,021,294 $
2018
333,040
$
(16,346)
5,313
(7,623)
(18,656)
976,021
(221,035)
754,986 $
1,151
6,377
(20,102)
(12,574)
1,008,720
(210,313)
798,407 $
(133)
6,286
(45,944)
(39,791)
293,249
(173,646)
119,603
See notes to consolidated financial statements.
F-7
DAVITA INC.
CONSOLIDATED BALANCE SHEETS
(dollars and shares in thousands, except per share data)
ASSETS
Cash and cash equivalents
Restricted cash and equivalents
Short-term investments
Accounts receivable
Inventories
Other receivables
Prepaid and other current assets
Income tax receivable
Total current assets
Property and equipment, net of accumulated depreciation
Operating lease right-of-use assets
Intangible assets, net of accumulated amortization
Equity method and other investments
Long-term investments
Other long-term assets
Goodwill
LIABILITIES AND EQUITY
Accounts payable
Other liabilities
Accrued compensation and benefits
Current portion of operating lease liabilities
Current portion of long-term debt
Income tax payable
Total current liabilities
Long-term operating lease liabilities
Long-term debt
Other long-term liabilities
Deferred income taxes
Total liabilities
Commitments and contingencies
Noncontrolling interests subject to put provisions
Equity:
Preferred stock ($0.001 par value, 5,000 shares authorized; none issued)
Common stock ($0.001 par value, 450,000 shares authorized; 109,933 and
125,843 shares issued and outstanding at December 31, 2020 and 2019, respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total DaVita Inc. shareholders' equity
Noncontrolling interests not subject to put provisions
Total equity
See notes to consolidated financial statements.
F-8
December 31,
2020
December 31,
2019
$
324,958 $ 1,102,372
106,346
176,832
11,572
20,101
1,795,598
1,824,282
97,949
111,625
489,695
544,376
66,866
76,387
19,772
70,163
3,690,170
3,148,724
3,473,384
3,521,824
2,830,047
2,863,089
135,684
166,585
241,983
257,491
36,519
32,193
115,972
79,501
6,787,635
6,919,109
$ 16,988,516 $ 17,311,394
$
434,253 $
810,529
685,555
369,497
168,541
7,768
2,476,143
2,738,670
7,917,263
150,060
809,600
14,091,736
403,840
756,174
695,052
343,912
130,708
42,412
2,372,098
2,723,800
7,977,526
160,809
577,543
13,811,776
1,330,028
1,180,376
—
—
110
597,073
852,537
(66,154)
126
749,043
1,431,738
(47,498)
2,133,409
185,833
2,319,242
$ 16,988,516 $ 17,311,394
1,383,566
183,186
1,566,752
DAVITA INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(dollars in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment charges
Valuation adjustment on disposal group
Debt prepayment, refinancing and redemption charges
Stock-based compensation expense
Deferred income taxes
Equity investment income, net
Loss (gain) on sales of business interests, net
Other non-cash charges, net
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable
Inventories
Other receivables and other current assets
Other long-term assets
Accounts payable
Accrued compensation and benefits
Other current liabilities
Income taxes
Other long-term liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Additions of property and equipment
Acquisitions
Proceeds from asset and business sales
Purchase of debt investments held-to-maturity
Purchase of other debt and equity investments
Proceeds from debt investments held-to-maturity
Proceeds from sale of other debt and equity investments
Purchase of equity method investments
Distributions from equity method investments
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Borrowings
Payments on long-term debt
Deferred financing and debt redemption costs
Purchase of treasury stock
Distributions to noncontrolling interests
Net (payments) receipts related to stock purchases and awards
Contributions from noncontrolling interests
Proceeds from sales of additional noncontrolling interest
Purchases of noncontrolling interests
Net cash used in financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net (decrease) increase in cash, cash equivalents and restricted cash
Less: Net (decrease) increase in cash, cash equivalents and restricted cash from discontinued
operations
Net (decrease) increase in cash, cash equivalents and restricted cash from continuing
operations
Cash, cash equivalents and restricted cash of continuing operations at beginning of the year
Cash, cash equivalents and restricted cash of continuing operations at end of the year
See notes to consolidated financial statements.
F-9
Year ended December 31,
2019
2020
2018
$
994,677 $ 1,021,294 $
333,040
630,435
—
—
86,957
91,458
240,848
13,830
24,248
747
615,152
124,892
—
33,402
67,850
41,723
8,582
23,022
49,579
(21,087)
(12,349)
(79,277)
(6,123)
37,200
(20,931)
105,637
(87,391)
(19,851)
1,979,028
(79,957)
10,158
2,790
6,965
(84,539)
(14,697)
181,940
95,645
(31,446)
2,072,355
(674,541)
(182,013)
50,139
(150,701)
(3,757)
151,213
3,491
(22,341)
3,139
(825,371)
(766,546)
(100,861)
3,877,392
(101,462)
(5,458)
95,376
3,676
(9,366)
2,589
2,995,340
591,035
61,981
316,840
—
73,061
273,660
26,449
(85,699)
82,374
(81,176)
73,505
236,995
3,497
(35,959)
84,165
(157,462)
(23,635)
(1,031)
1,771,640
(987,138)
(183,156)
150,205
(5,963)
(8,448)
34,862
9,526
(19,177)
3,646
(1,005,643)
4,046,775
(4,110,304)
(105,848)
(1,458,442)
(253,118)
(975)
42,966
—
(7,831)
(1,846,777)
(13,808)
(706,928)
38,525,850
(40,520,722)
(85,319)
(2,383,816)
(233,123)
11,382
57,317
—
(68,019)
(4,696,450)
(1,760)
369,485
59,934,750
(59,234,946)
(5,027)
(1,161,511)
(196,441)
13,577
52,311
15
(28,082)
(625,354)
(3,350)
137,293
—
(423,813)
240,793
(706,928)
1,208,718
793,298
415,420
$
501,790 $ 1,208,718 $
(103,500)
518,920
415,420
DAVITA INC.
CONSOLIDATED STATEMENTS OF EQUITY
(dollars and shares in thousands)
Non-
controlling
interests
subject to
put
provisions
Common stock
Shares
Amount
Additional
paid-in
capital
Retained
earnings
Treasury stock
Shares
Amount
Accumulated
other
comprehensive
income (loss)
Total
DaVita Inc. Shareholders' Equity
Non-
controlling
interests
not
subject to
put
provisions
Balance at December 31, 2017
$ 1,011,360
182,462
$ 182
$ 1,042,899
$ 3,633,713
—
$
—
$
13,235
$ 4,690,029
$ 196,037
Cumulative effect of change
in accounting principle
Comprehensive income:
Net income
105,531
Other comprehensive income
Stock purchase plan
Stock award plan
Stock-settled stock-based
compensation expense
Changes in noncontrolling
interest from:
Distributions
Contributions
Acquisitions and divestitures
Partial purchases
Fair value remeasurements
Purchase of treasury stock
Retirement of treasury stock
(119,173)
32,918
79,078
(8,546)
23,473
8,368
159,394
398
—
371
1
17,398
(5,335)
73,081
3,546
(17,897)
(23,473)
(16,844)
(17)
(95,213)
(1,058,281)
16,844
1,153,511
(16,844)
(1,153,511)
(8,368)
—
159,394
68,115
(39,791)
(39,791)
17,398
(5,334)
73,081
(77,268)
19,393
3,546
318
(17,897)
(1,639)
(23,473)
(1,153,511)
—
Balance at December 31, 2018
$ 1,124,641
166,387
$ 166
$ 995,006
$ 2,743,194
—
$
—
$
(34,924) $ 3,703,442
$ 204,956
Cumulative effect of change
in accounting principle
Comprehensive income:
(38)
Net income
143,413
Other comprehensive income
Stock purchase plan
Stock award plan
Stock-settled stock-based
compensation expense
Changes in noncontrolling
interest from:
Distributions
Contributions
Acquisitions and divestitures
Partial purchases
Fair value remeasurements
Purchase of treasury stock
(155,011)
35,572
(6,332)
(11,394)
49,525
39,876
810,981
315
1
16,569
161
—
(3,290)
67,549
(37,145)
(49,525)
(41,020)
(2,402,475)
Retirement of treasury stock
(41,020)
(41)
(240,121)
(2,162,313)
41,020
2,402,475
39,876
(6)
810,981
66,900
(12,574)
(12,574)
16,570
(3,290)
67,549
(78,112)
21,745
(10,170)
(37,145)
(19,480)
(49,525)
(2,402,475)
—
Balance at December 31, 2019
$ 1,180,376
125,843
$ 126
$ 749,043
$ 1,431,738
—
$
—
$
(47,498) $ 2,133,409
$ 185,833
F-10
DAVITA INC.
CONSOLIDATED STATEMENTS OF EQUITY - continued
(dollars and shares in thousands)
Non-
controlling
interests
subject to
put
provisions
Common stock
Shares
Amount
Additional
paid-in
capital
Retained
earnings
Treasury stock
Shares
Amount
Accumulated
other
comprehensive
income (loss)
Total
DaVita Inc. Shareholders' Equity
Non-
controlling
interests
not
subject to
put
provisions
Balance at December 31, 2019
$ 1,180,376
125,843
$
126
$ 749,043
$ 1,431,738
—
$
—
$
(47,498) $ 2,133,409
$ 185,833
Comprehensive income:
Net income
141,879
Other comprehensive income
Stock purchase plan
Stock award plans
Stock-settled stock-based
compensation expense
Changes in noncontrolling
interest from:
Distributions
Contributions
Acquisitions and divestitures
Partial purchases
(163,175)
30,154
(3,215)
(7,771)
Fair value remeasurements
151,780
Purchase of treasury stock
773,642
773,642
79,156
222
345
—
—
17,148
(17,801)
90,007
4,364
(151,780)
(16,477)
(1,446,767)
(18,656)
(18,656)
17,148
(17,801)
90,007
(89,943)
12,812
(248)
4,364
(4,424)
(151,780)
(1,446,767)
—
Retirement of treasury stock
(16,477)
(16)
(93,908)
(1,352,843)
16,477
1,446,767
Balance at December 31, 2020
$ 1,330,028
109,933
$
110
$ 597,073
$ 852,537
—
$
—
$
(66,154) $ 1,383,566
$ 183,186
See notes to consolidated financial statements.
F-11
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
1.
Organization and summary of significant accounting policies
Organization
The Company's operations are comprised of its dialysis and related lab services to patients in the United States (its U.S.
dialysis business), its ancillary services and strategic initiatives including its international operations (collectively, its ancillary
services), and its corporate administrative support.
The Company’s largest line of business is its U.S. dialysis business, which operates kidney dialysis centers in the U.S.
for patients suffering from chronic kidney failure, also known as end stage renal disease (ESRD). As of December 31, 2020, the
Company operated or provided administrative services through a network of 2,816 U.S. outpatient dialysis centers in 46 states
and the District of Columbia, serving a total of approximately 204,200 patients. In addition, as of December 31, 2020, the
Company operated or provided administrative services to a total of 321 outpatient dialysis centers serving approximately
36,200 patients located in ten countries outside of the U.S.
On June 19, 2019, the Company completed the sale of its DaVita Medical Group (DMG) business to Collaborative Care
Holdings, LLC (Optum), a subsidiary of UnitedHealth Group Inc. As a result of this transaction, DMG's results of operations
have been reported as discontinued operations for all periods presented in these consolidated financial statements. For financial
information about the DMG business, see Note 22.
The Company’s U.S. dialysis business qualifies as a separately reportable segment and the Company’s ancillary services,
including its international operations, have been combined and disclosed in the other segments category.
Basis of presentation
These consolidated financial statements are prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP). The financial statements include DaVita Inc. and its subsidiaries, partnerships and other entities in
which it maintains a majority voting or other controlling financial interest (collectively, the Company). All significant
intercompany transactions and balances have been eliminated. Equity investments in investees over which the Company only
has significant influence are recorded on the equity method, while investments in other equity securities are recorded at fair
value or on the adjusted cost method, as applicable. For the Company’s international subsidiaries, local currencies are
considered their functional currencies. Translation adjustments result from translating the financial statements of the
Company’s international subsidiaries from their functional currencies into the Company’s reporting currency (the U.S. dollar,
or USD). Prior year classifications have been conformed to the current year presentation.
The Company has evaluated subsequent events through the date these consolidated financial statements were issued and
has included all necessary adjustments and disclosures.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that
affect the reported amounts of revenues, expenses, assets, liabilities, contingencies and noncontrolling interests subject to put
provisions. Although actual results in subsequent periods will differ from these estimates, such estimates are developed based
on the best information available to management and management’s best judgments at the time. All significant assumptions and
estimates underlying the amounts reported in the financial statements and accompanying notes are regularly reviewed and
updated when necessary. Changes in estimates are reflected in the financial statements based upon on-going actual experience
trends or subsequent settlements and realizations depending on the nature and predictability of the estimates and contingencies.
The most significant assumptions and estimates underlying these consolidated financial statements and accompanying
notes involve revenue recognition and accounts receivable, impairments of goodwill, accounting for income taxes, fair value
estimates and loss contingencies. Specific estimating risks and contingencies are further addressed within these notes to the
consolidated financial statements.
Revenues
On January 1, 2018, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards
Codification Topic 606 Revenue from Contracts with Customers (Topic 606) using the cumulative effect method for those
contracts that were not substantially completed as of January 1, 2018. Results for reporting periods beginning on and after
January 1, 2018 are presented under Topic 606.
F-12
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
The adoption of this new standard primarily changed the Company’s presentation of revenues, provision for
uncollectible accounts and allowance for doubtful accounts. Topic 606 requires revenue to be recognized based on the
Company’s estimate of the transaction price the Company expects to collect as a result of satisfying its performance obligations.
Accordingly, for performance obligations satisfied after the adoption of Topic 606, the Company no longer separately presents
a provision for uncollectible accounts on the consolidated income statement and no longer presents the related allowance for
doubtful accounts on the consolidated balance sheet. However, as a result of the Company’s election to apply Topic 606 only to
contracts not substantially completed as of January 1, 2018, the Company continued to maintain an allowance for doubtful
accounts related to performance obligations satisfied prior to the adoption of Topic 606. Net collections or write-offs of
accounts receivable generated prior to January 1, 2018, beyond amounts previously reserved thereon, are presented in the
provision for uncollectible accounts on the consolidated income statement in accordance with Topic 605.
Dialysis patient service revenues
Revenues are recognized based on the Company’s estimate of the transaction price the Company expects to collect as a
result of satisfying its performance obligations. Dialysis patient service revenues are recognized in the period services are
provided based on these estimates. Revenues consist primarily of payments from government and commercial health plans for
dialysis services provided to patients. A usual and customary fee schedule is maintained for the Company’s dialysis treatments
and related lab services; however, actual collectible revenue is normally recognized at a discount from the fee schedule.
Revenues associated with Medicare and Medicaid programs are estimated based on: (a) the payment rates that are
established by statute or regulation for the portion of payment rates paid by the government payor (e.g., 80% for Medicare
patients) and (b) for the portion not paid by the primary government payor, estimates of the amounts ultimately collectible from
other government programs providing secondary coverage (e.g., Medicaid secondary coverage), the patient’s commercial health
plan secondary coverage, or the patient.
Under Medicare’s bundled payment rate system, services covered by Medicare are subject to estimating risk, whereby
reimbursements from Medicare can vary significantly depending upon certain patient characteristics and other variable factors.
Even with the bundled payment rate system, Medicare payments for bad debt claims as established by cost reports require
evidence of collection efforts. As a result, billing and collection of Medicare bad debt claims can be delayed significantly and
final payment is subject to audit. The Company’s revenue recognition is estimated based on its judgment regarding its ability to
collect, which depends upon its ability to effectively capture, document and bill for Medicare’s base payment rate as well as
these other variable factors.
Medicaid payments, when Medicaid coverage is secondary, can also be difficult to estimate. For many states, Medicaid
payment terms and methods differ from Medicare, and may prevent accurate estimation of individual payment amounts prior to
billing.
Revenues associated with commercial health plans are estimated based on contractual terms for the patients under
healthcare plans with which the Company has formal agreements, non-contracted health plan coverage terms if known,
estimated secondary collections, historical collection experience, historical trends of refunds and payor payment adjustments
(retractions), inefficiencies in the Company’s billing and collection processes that can result in denied claims for payments,
delays in collections due to payor payment inefficiencies, and regulatory compliance matters.
Commercial revenue recognition also involves significant estimating risks. With many larger commercial insurers, the
Company has several different contracts and payment arrangements, and these contracts often include only a subset of the
Company’s centers. In certain circumstances, it may not be possible to determine which contract, if any, should be applied prior
to billing. In addition, for services provided by non-contracted centers, final collection may require specific negotiation of a
payment amount, typically at a significant discount from the Company’s usual and customary rates.
Other revenues
Other revenues consist of fees for management and administrative support services provided to outpatient dialysis
businesses that the Company does not own or in which the Company owns a noncontrolling interest as well as revenues
associated with the Company's non-dialysis ancillary services and strategic initiatives. Revenues associated with dialysis
management services, integrated care services, clinical research programs, physician services, and ESRD seamless care
organizations are estimated in the period services are provided. Revenues associated with pharmacy services until that business
was closed in 2018 were estimated as prescriptions were filled and shipped to patients. Revenues associated with direct primary
care until that business was sold in 2018 were estimated over the membership period.
F-13
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Other income
Other income includes interest income on cash and cash equivalents and short- and long-term investments, realized and
unrealized gains and losses recognized on investments, and foreign currency transaction gains and losses.
Cash and cash equivalents
Cash equivalents are short-term highly liquid investments readily convertible to known amounts of cash that typically
mature within three months or less at date of purchase.
Restricted cash and equivalents
Restricted cash and cash equivalents include funds held in trust to satisfy insurer and state regulatory requirements
related to wholly-owned captive insurance companies that bear professional and general liability and workers' compensation
risks for the Company as well as funds held in escrow for certain legal settlements pending finalization.
Investments in debt and equity securities
The Company classifies certain debt securities as held-to-maturity and records them at amortized cost based on the
Company’s intentions and strategies concerning those investments. Equity securities that have readily determinable fair values
or redemption values are recorded at estimated fair value with changes in fair value recognized in current earnings within
"Other income, net". These debt and equity investments are classified as "short-term investments" or "long-term investments"
on the Company's consolidated balance sheet. See Note 5 for further details.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or net realizable value and consist principally of
pharmaceuticals and dialysis-related supplies. Rebates related to inventory purchases are recorded when earned and are based
on certain qualification requirements which are dependent on a variety of factors including future pricing levels from the
manufacturer and related data submission.
Property and equipment
Property and equipment is stated at cost less accumulated depreciation and amortization and is further reduced by any
impairments. Maintenance and repairs are charged to expense as incurred. Disposition gains and losses are included in current
operating expenses. Property and equipment assets are reviewed for possible impairment whenever significant events or
changes in circumstances indicate that an impairment may have occurred.
Leases
The Company leases substantially all of its U.S. dialysis facilities. The majority of the Company’s facilities are leased
under non-cancellable operating leases which contain renewal options. These renewal options are included in the Company's
determination of the right-of-use assets and related lease liabilities when renewal is considered reasonably certain at the
commencement date. Certain of the Company's leases are subject to periodic consumer price increases or contain fixed
escalation clauses.
The Company categorizes leases with contractual terms longer than twelve months as either operating or finance leases.
Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its
estimated life. All other leases are categorized as operating leases. The Company has elected the practical expedient to not
separate lease components from non-lease components for its financing and operating leases. The Company has also elected the
short-term lease recognition exemption and does not recognize right-of-use assets or lease liabilities for leases with a term of
less than 12 months.
Financing and operating right-of-use assets are recognized based on the net present value of lease payments over the
lease term plus expected renewals as of the commencement date. Since most of the Company's leases do not provide an implicit
rate of return, the Company uses its incremental borrowing rate based on information available at the commencement date or
remeasurement date in determining the present value of lease payments.
Assets acquired under finance leases are recorded on the balance sheet within property and equipment, net and liabilities
for finance lease obligations are recorded within long-term debt. Finance lease assets are amortized to depreciation expense on a
straight-line basis over the shorter of their estimated useful lives or the expected lease term.
F-14
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Rights to use assets under operating leases are recorded on the balance sheet as operating lease right-of-use assets and
liabilities for operating lease obligations are recorded as operating lease liabilities. Reductions in the carrying amount of
operating lease right-of-use assets are recorded to rent expense over the lease term.
Amortizable intangibles
Amortizable intangible assets include noncompetition agreements, hospital service contracts, and customer relationships
arising from other service contracts, each of which have finite useful lives. Amortization expense is computed using the
straight-line method over the useful lives of the assets estimated as follows: non-competition agreements and hospital acute
service contracts over the contract term, and customer relationships from other service contracts over the remaining contract
term plus expected renewal periods. Amortizable intangible assets are reviewed for possible impairment whenever significant
events or changes in circumstances indicate that an impairment may have occurred.
Indefinite-lived intangibles
Indefinite-lived intangible assets include international licenses and accreditations that allow the Company to be
reimbursed for providing dialysis services to patients, each of which has an indefinite useful life. Indefinite-lived intangibles are
not amortized, but are assessed for impairment at least annually and whenever significant events or changes in circumstances
indicate that an impairment may have occurred. Costs to renew indefinite-lived intangible assets are expensed as incurred.
Equity method and other investments
Equity investments that do not have readily determinable fair values are carried on the equity method if the Company
maintains significant influence over the investee. Equity investments without readily determinable fair values for which the
Company does not maintain significant influence over the investee are carried either at estimated fair value or on the adjusted
cost method, as determined on an investment-specific basis. The adjusted cost method represents the Company's cost for an
investment, net of any other-than-temporary impairments, as adjusted for any subsequent observation of the investment's fair
value. These equity method and adjusted cost method investments are classified as “Equity method and other investments” on
the Company's consolidated balance sheet. See Note 9 for further details.
Equity method and other investments are assessed for other-than-temporary impairment when significant events or
changes in circumstances indicate that an other-than-temporary impairment may have occurred. An other-than-temporary
impairment charge is recorded when the fair value of an investment has fallen below its carrying amount and the shortfall is
expected to be indefinitely or permanently unrecoverable.
Goodwill
Goodwill represents the difference between the fair value of businesses acquired and the fair value of the identifiable
tangible and intangible net assets acquired. Goodwill is not amortized, but is assessed by individual reporting unit for
impairment as circumstances warrant and at least annually. An impairment charge is recognized when and to the extent a
reporting unit's carrying amount is determined to exceed its fair value. The Company operates multiple reporting units. See
Note 10 for further details.
Self-insurance
The Company predominantly self-insures its professional and general liability and workers' compensation risks through
its wholly-owned captive insurance companies, with excess or reinsurance coverage for additional protection. The Company is
also predominantly self-insured with respect to employee medical and other health benefits. The Company records insurance
liabilities for the professional and general liability, workers’ compensation, and employee health benefit risks that it retains and
estimates its liability for those risks using third party actuarial calculations that are based upon historical claims experience and
expectations for future claims.
Income taxes
Federal and state income taxes are computed at currently enacted tax rates less tax credits using the asset and liability
method. Deferred taxes are adjusted both for items that do not currently have tax consequences and for the cumulative effect of
any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include
amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences
between the timing of when items of income and expense are recognized for financial reporting and income tax purposes,
changes in the recognition of tax positions and any changes in the valuation allowance caused by a change in judgment about
F-15
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
the realizability of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax
assets to amounts expected to be realized.
The Company uses a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken
or expected to be taken in a tax return in order to be recognized in the financial statements. Once the recognition threshold is
met, the tax position is then measured to determine the actual amount of benefit to recognize in the financial statements.
Stock-based compensation
The Company’s stock-based compensation expense for stock-settled awards is measured at the estimated fair value of
awards on the date of grant and recognized on a cumulative straight-line basis over the vesting terms of the awards, unless the
stock awards are based on non-market based performance metrics, in which case expense is adjusted for the ultimate number of
shares expected to be issued as of the end of each reporting period. Stock-based compensation expense for cash-settled awards
is based on their estimated fair values as of the end of each reporting period. The expense for all stock-based awards is
recognized net of expected forfeitures.
Interest rate cap agreements
The Company often carries a combination of current or forward interest rate caps on portions of its variable rate debt as a
means of hedging its exposure to changes in LIBOR interest rates as part of its overall interest rate risk management strategy.
These interest rate caps are not held for trading or speculative purposes and are designated as qualifying cash flow hedges. See
Note 13 for further details.
Noncontrolling interests
Noncontrolling interests represent third-party equity ownership interests in entities which are consolidated by the
Company for financial statement reporting purposes. As of December 31, 2020, third parties held noncontrolling equity
interests in 688 consolidated legal entities.
Fair value estimates
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Fair value measurements are determined based on the
principal or most advantageous market for the item being measured, assume that buyers and sellers are independent, willing and
able to transact, and knowledgeable, with access to all information customarily available in such a transaction, and are based on
assumptions that market participants would use in pricing the item, not assumptions specific to the reporting entity.
The Company relies on fair value measurements and estimates for purposes that require the recording, reassessment, or
adjustment of the carrying amounts of certain assets, liabilities, and noncontrolling interests subject to put provisions
(redeemable equity interests classified as temporary equity). These purposes can include the accounting for business
combination transactions; impairment assessments for goodwill, other intangible assets, or other long-lived assets; recurrent
revaluation of investments in debt and equity securities, contingent earn-out obligations, interest rate cap agreements, and
noncontrolling interests subject to put provisions; and the accounting for equity method and other investments and stock-based
compensation, as applicable. The Company has also classified its assets, liabilities and temporary equity into the appropriate
fair value hierarchy levels as defined by the FASB. See Note 24 for further details.
New accounting standards
New standards recently adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments. The amendments in this ASU amend the impairment model to utilize an expected loss
methodology in place of the incurred loss methodology for financial instruments and off-balance sheet credit exposures. The
amendment requires entities to consider a broader range of information to estimate expected credit losses, which may result in
earlier recognition of losses. The amendments in this ASU became effective for the Company beginning on January 1, 2020 and
were applied using a modified retrospective basis. The adoption of ASU No. 2016-13 did not have a material impact on the
Company's consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework -
Changes to the Disclosure Requirements for Fair Value Measurement. The applicable amendments in this ASU remove
requirements for disclosures concerning transfers between fair value measurement levels 1, 2 and 3 and disclosures concerning
F-16
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
valuation processes for level 3 fair value measurements. The applicable amendments in this ASU also add a requirement to
separately disclose the changes in unrealized gains and losses included in other comprehensive income for the reporting period
for level 3 items measured at fair value on a recurring basis, and require disclosure of the range and weighted average of
significant unobservable inputs used to develop level 3 fair value measurements. The amendments in this ASU became
effective for the Company beginning on January 1, 2020 and were applied on a prospective basis. The adoption of this ASU did
not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic
350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service
Contract. ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing
arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain
internal-use software. The Company adopted this ASU as of January 1, 2020, using the prospective transition approach, which
allows the Company to change the accounting method without restating prior periods or booking cumulative adjustments. The
adoption of ASU No. 2018-15 did not have a material impact on the Company's consolidated financial statements.
New standards not yet adopted
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes. ASU 2019-12 attempts to simplify aspects of accounting for franchise taxes and enacted changes in tax laws or rates,
and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for
public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year.
Early adoption is permitted for all entities. The Company has evaluated the impact of this standard on its consolidated financial
statements, including accounting policies, processes, and systems, and does not expect the impact to be material.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. ASU No. 2020-04 provides optional expedients and exceptions for applying
U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or
another rate that is expected to be discontinued. The amendments in this ASU were effective beginning on March 12, 2020, and
the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently
assessing the effect this guidance may have on its consolidated financial statements.
2.
Revenue recognition and accounts receivable
The Company's revenues by segment and primary payor source were as follows:
Patient service revenues:
Medicare and Medicare Advantage
Medicaid and Managed Medicaid
$
Other government
Commercial
Other revenues:
Medicare and Medicare Advantage
Medicaid and Managed Medicaid
Commercial
Other(1)
Eliminations of intersegment revenues
Year ended December 31, 2020
U.S. dialysis
Other - Ancillary services
Consolidated
6,048,043 $
744,862
455,897
3,370,562
40,571
(145,286)
$
380,584
170,394
419,662
1,227
33,246
47,585
6,048,043
744,862
836,481
3,540,956
419,662
1,227
33,246
88,156
(16,743)
(162,029)
Total
$
10,514,649 $
1,035,955 $
11,550,604
(1) Other consists of management service fees earned in the respective Company line of business as well as other revenue from the
Company's ancillary services.
F-17
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Year ended December 31, 2019
U.S. dialysis
Other - Ancillary services
Consolidated
Patient service revenues:
Medicare and Medicare Advantage
$
6,129,697 $
$
Medicaid and Managed Medicaid
Other government
Commercial
Other revenues:
Medicare and Medicare Advantage
Medicaid and Managed Medicaid
Commercial
Other(1)
Eliminations of intersegment revenues
669,089
446,010
3,286,089
32,021
(132,325)
Total
$
10,430,581 $
352,765
144,256
264,538
606
130,823
78,940
6,129,697
669,089
798,775
3,430,345
264,538
606
130,823
110,961
(14,030)
957,898 $
(146,355)
11,388,479
(1) Other consists of management service fees earned in the respective Company line of business as well as other revenue from the
Company's ancillary services.
Year ended December 31, 2018
U.S. dialysis
Other - Ancillary services
Consolidated
Patient service revenues:
Medicare and Medicare Advantage
$
6,063,891 $
$
Medicaid and Managed Medicaid
Other government
Commercial
Other revenues:
Medicare and Medicare Advantage
Medicaid and Managed Medicaid
Commercial
Other(1)
Eliminations of intersegment revenues
628,766
446,999
3,176,413
19,880
(92,950)
335,594
101,681
492,812
44,246
90,890
130,865
(34,236)
6,063,891
628,766
782,593
3,278,094
492,812
44,246
90,890
150,745
(127,186)
Total
$
10,242,999 $
1,161,852 $
11,404,851
(1) Other consists of management service fees earned in the respective Company line of business as well as other revenue from the
Company's ancillary services.
The Company had no allowance for doubtful accounts related to performance obligations satisfied in years prior to
January 1, 2018 as of December 31, 2020 and such allowance was $8,328 as of December 31, 2019.
As described in Note 1, there are significant risks associated with estimating revenue, many of which take several years
to resolve. These estimates are subject to ongoing insurance coverage changes, geographic coverage differences, differing
interpretations of contract coverage and other payor issues, as well as patient issues including determining applicable primary
and secondary coverage, changes in patient coverage and coordination of benefits. As these estimates are refined over time,
both positive and negative adjustments to revenue are recognized in the current period. As a result of these changes in
estimates, no additional revenue was recognized during the year ended December 31, 2020 associated with performance
obligations satisfied prior to January 1, 2018 and additional revenue of $37,274 was recognized during the year ended
December 31, 2019 associated with performance obligations satisfied in years prior to January 1, 2018.
There is no single commercial payor that accounted for more than 10% of total consolidated accounts receivable or
consolidated revenues at or for the years ended December 31, 2020 or 2019.
F-18
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Net dialysis services accounts receivable and other receivables from Medicare, including Medicare Advantage plans, and
Medicaid, including managed Medicaid plans, were approximately $1,101,837 and $1,038,248 as of December 31, 2020 and
2019, respectively. Approximately 17% and 18% of the Company’s net patient services accounts receivable balances as of
December 31, 2020 and 2019, respectively, were more than six months old. There were no significant balances over one year
old at December 31, 2020. The Company's accounts receivable are principally due from Medicare and Medicaid programs and
commercial insurance plans.
3.
Earnings per share
Basic earnings per share is calculated by dividing net income attributable to the Company by the weighted average
number of common shares outstanding, reduced for 2018 by the weighted average shares held in escrow that under certain
circumstances may have been returned to the Company. Weighted average common shares outstanding include restricted stock
unit awards that are no longer subject to forfeiture because the recipients have satisfied either their explicit vesting terms or
retirement eligibility requirements.
Diluted earnings per share includes the dilutive effect of outstanding stock-settled stock appreciation rights and unvested
stock units (under the treasury stock method) and, for 2018, the weighted average contingently returnable shares held in escrow
that were outstanding during the period.
The reconciliations of the numerators and denominators used to calculate basic and diluted earnings per share were as
follows:
Net income (loss) attributable to DaVita Inc.:
Continuing operations
Discontinued operations
Net income attributable to DaVita Inc.
Weighted average shares outstanding:
During the period
Contingently returnable(1)
Basic shares
Contingently returnable(1)
Assumed incremental from stock plans
Diluted shares
Basic net income (loss) attributable to DaVita Inc.:
Continuing operations per share
Discontinued operations per share
Basic net income per share attributable to DaVita Inc.
Diluted net income (loss) attributable to DaVita Inc.:
Continuing operations per share
Discontinued operations per share
Diluted net income per share attributable to DaVita Inc.
Year ended December 31,
2020
2019
2018
$ 783,295 $ 706,832 $ 624,321
(9,653)
104,149
(464,927)
$ 773,642 $ 810,981 $ 159,394
119,797
153,181
171,886
—
—
(1,100)
119,797
153,181
170,786
—
2,826
—
631
1,100
479
122,623
153,812
172,365
$
$
$
$
6.54 $
4.61 $
(0.08)
0.68
6.46 $
5.29 $
6.39 $
4.60 $
(0.08)
0.67
6.31 $
5.27 $
3.66
(2.73)
0.93
3.62
(2.70)
0.92
Anti-dilutive stock-settled awards excluded from calculation(2)
2,301
5,936
5,295
(1) Shares previously held in escrow for the DaVita HealthCare Partners merger.
(2) Shares associated with stock awards excluded from the diluted denominator calculation because they were anti-dilutive under the
treasury stock method.
F-19
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
4.
Restricted cash and equivalents
The Company had restricted cash and cash equivalents of $176,832 and $106,346 at December 31, 2020 and 2019,
respectively. Approximately $92,286 of the balance at December 31, 2020 represents restricted cash equivalents held in trust to
satisfy insurer and state regulatory requirements related to the wholly-owned captive insurance companies that bear professional
and general liability and workers' compensation risks for the Company and $70,000 represents cash held in escrow to fund a
previously announced legal settlement pending finalization. The remaining restricted cash and cash equivalents held at
December 31, 2020 primarily represents cash pledged to third parties in connection with one of the Company's ancillary
services.
5.
Short-term and long-term investments
The Company’s short-term and long-term investments, consisting of debt instruments classified as held-to-maturity and
equity investments with readily determinable fair values or redemption values, were as follows:
December 31, 2020
December 31, 2019
Debt
securities
Equity
securities
Total
Debt
securities
Equity
securities
Total
Certificates of deposit and other time deposits
Investments in mutual funds and common stock
Short-term investments
Long-term investments
$ 8,217 $
— $ 8,217 $ 8,140 $
— $ 8,140
39,951
$ 8,217 $ 44,077 $ 52,294 $ 8,140 $ 39,951 $ 48,091
44,077
44,077
39,951
—
—
$ 8,217 $ 11,884 $ 20,101 $ 8,140 $ 3,432 $ 11,572
36,519
32,193
32,193
36,519
—
—
$ 8,217 $ 44,077 $ 52,294 $ 8,140 $ 39,951 $ 48,091
Debt securities: The Company's short-term debt investments are principally bank certificates of deposit with contractual
maturities longer than three months but shorter than one year. These debt securities are accounted for as held-to-maturity and
recorded at amortized cost, which approximated their fair values at December 31, 2020 and 2019.
Equity securities: The Company's equity investments in mutual funds and common stock are held within a trust to fund
existing obligations associated with several of the Company’s non-qualified deferred compensation plans. During 2020, the
Company recognized pre-tax net gains of $3,818 in other income associated with changes in the fair value of these equity
securities, comprised of pre-tax realized gains of $1,941 and a net increase in unrealized gains of $1,877. During 2019, the
Company recognized pre-tax net gains of $4,383 in other income associated with changes in the fair value of these equity
securities, comprised of pre-tax realized gains of $1,459 and a net increase in unrealized gains of $2,924.
6.
Other receivables
Other receivables were comprised of the following:
Supplier rebates and non-trade receivables
Medicare bad debt claims
December 31,
2020
2019
$
$
390,508 $
153,868
544,376 $
351,650
138,045
489,695
F-20
7.
Property and equipment
Property and equipment were comprised of the following:
Land
Buildings
Leasehold improvements
Equipment and information systems, including internally developed software
New center and capital asset projects in progress
Less accumulated depreciation
December 31,
2020
37,924 $
400,616
3,865,729
3,081,298
616,686
8,002,253
(4,480,429)
3,521,824 $
2019
36,480
392,256
3,545,224
2,880,645
588,345
7,442,950
(3,969,566)
3,473,384
$
$
Depreciation and amortization expenses are computed using the straight-line method over the useful lives of the assets
estimated as follows: buildings, 25 years to 40 years; leasehold improvements, the shorter of ten years or the expected lease
term; and equipment and information systems, principally three years to 15 years. Depreciation expense on property and
equipment was $616,626, $600,905, and $574,799 for 2020, 2019 and 2018, respectively.
Interest on debt incurred during the development of new centers and other capital asset projects is capitalized as a
component of the asset cost based on the respective in-process capital asset balances. Interest capitalized was $17,944, $27,322
and $25,978 for 2020, 2019 and 2018, respectively.
During 2018, the Company recognized asset impairment charges of $17,338 related to the restructuring of its pharmacy
business.
8.
Intangible assets
Intangible assets other than goodwill were comprised of the following:
Indefinite-lived licenses
Noncompetition agreements
Customer relationships and other
Less accumulated amortization
December 31,
2020
2019
100,138 $
84,022
52,566
236,726
(70,141)
166,585 $
90,209
103,510
23,887
217,606
(81,922)
135,684
$
$
Noncompetition agreements are generally amortized over three years to 10 years and customer relationships are
principally amortized over 10 years to 20 years. Amortization expense from amortizable intangible assets was $13,809,
$14,247, and $16,236 for 2020, 2019 and 2018, respectively.
For the years ended December 31, 2020, 2019 and 2018, the Company recognized no impairment charges on any
intangible assets other than the goodwill impairment charges discussed in Note 10.
F-21
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Scheduled amortization expenses from amortizable intangible assets as of December 31, 2020 were as follows:
2021
2022
2023
2024
2025
Thereafter
Total
Noncompetition
agreements
Customer relationships
and other
$
$
10,274 $
6,680
3,883
1,714
585
168
23,304 $
3,143
3,139
3,102
2,851
2,660
28,248
43,143
9.
Equity method and other investments
The Company maintains equity method and other minor investments in the private securities of certain other healthcare
and healthcare-related businesses, comprised as follows:
APAC joint venture
Other equity method partnerships
Adjusted cost method and other investments
December 31,
2020
2019
$
$
120,787 $
107,599
29,105
257,491 $
116,924
114,611
10,448
241,983
During 2020, 2019 and 2018, the Company recognized equity investment income (loss) of $26,916, $12,679 and
$(4,484), respectively, from its equity method investments in nonconsolidated businesses.
The Company's largest equity method investment is its ownership interest in DaVita Care Pte. Ltd. (the APAC joint
venture, or APAC JV). The Company holds a 75% voting and economic interest in the APAC JV and an unrelated
noncontrolling investor holds the other 25% voting and economic interest in the joint venture. During 2019 the continuing
third party noncontrolling investor made its final subscribed capital contribution to the joint venture and the other previous
third party noncontrolling investor elected to exit the joint venture. The governance structure and voting rights established for
the APAC JV, which remain unchanged since its formation on August 1, 2016, provide that certain key decisions affecting
the joint venture’s operations are not subject to the unilateral discretion of the Company but rather are under the joint control
of the Company and the APAC JV's unrelated noncontrolling investor. As a result, the Company does not consolidate the
APAC JV.
Prior to the transactions described above, the Company held a 60% voting interest and a 73.3% economic interest in
the APAC JV, while the other two noncontrolling investors collectively held a 40% voting interest and a 26.7% economic
interest in the APAC JV.
The Company's other equity method investments include 22 legal entities over which the Company has significant
influence but in which it does not maintain a controlling financial interest. Almost all of these are U.S. dialysis partnerships
in the form of limited liability companies. The Company's ownership interests in these partnerships vary, but typically range
from 30% to 50%.
There were no significant impairments or other valuation adjustments on the Company's adjusted cost method and
other investments during 2020, 2019 or 2018.
F-22
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
10. Goodwill
Changes in the carrying value of goodwill by reportable segment were as follows:
Balance at December 31, 2018
Acquisitions
Impairment charges
Foreign currency and other adjustments
Balance at December 31, 2019
Acquisitions
Divestitures
Foreign currency and other adjustments
Balance at December 31, 2020
Balance at December 31, 2020:
Goodwill
Accumulated impairment charges
U.S. dialysis
Other - Ancillary
services
Consolidated
$
$
$
$
$
6,275,004 $
18,089
—
(5,993)
6,287,100 $
24,377
(1,549)
—
6,309,928 $
6,309,928 $
—
6,309,928 $
566,956 $
72,137
(124,892)
(13,666)
500,535 $
105,680
(6,744)
9,710
609,181 $
745,732 $
(136,551)
609,181 $
6,841,960
90,226
(124,892)
(19,659)
6,787,635
130,057
(8,293)
9,710
6,919,109
7,055,660
(136,551)
6,919,109
As dialysis treatments are an essential, life-sustaining service for patients who depend on them, the Company's
operations have continued and are currently expected to continue throughout the novel coronavirus (COVID-19) pandemic.
However, the ultimate impact of the dynamic and evolving COVID-19 pandemic on the Company will depend on future
developments that are highly uncertain and difficult to predict, including among other things the severity and duration of the
pandemic, further spread or resurgence of the virus, including as a result of the emergence of the new strains of the virus, its
impact on the chronic kidney disease (CKD) patient population and the Company's patient population, the availability,
acceptance, impact and efficacy of COVID-19 treatments, therapies and vaccines, the pandemic's continuing impact on the U.S.
and global economies and unemployment, the responses of the Company's competitors to the pandemic and related changes in
the marketplaces, and the timing, scope and effectiveness of governmental responses. While the Company does not currently
expect a material adverse impact to its business as a result of this public health crisis, there can be no assurance that the
COVID-19 pandemic will not have a material adverse impact on one or more of the Company's businesses.
Each of the Company’s operating segments described in Note 25 to these consolidated financial statements represents an
individual reporting unit for goodwill impairment assessment purposes.
Within the U.S. dialysis operating segment, the Company considers each of its dialysis centers to constitute an individual
business for which discrete financial information is available. However, since these dialysis centers have similar operating and
economic characteristics, and the allocation of resources and significant investment decisions concerning these businesses are
highly centralized and the benefits broadly distributed, the Company has aggregated these centers and deemed them to
constitute a single reporting unit.
The Company has applied a similar aggregation to the physician practices in its physician services reporting units, to the
dialysis centers and other health operations within each international reporting unit, and to the vascular access service centers in
its former vascular access services reporting unit. For the Company’s other operating segments, discrete business components
below the operating segment level constitute individual reporting units.
When performing quantitative goodwill impairment assessments, the Company estimates fair value using either
appraisals developed with an independent third party valuation firm which consider both discounted cash flow estimates for the
subject business and observed market multiples for similar businesses, or offer prices received for the subject business that
would be acceptable to the Company.
During the year ended December 31, 2019, the Company recognized goodwill impairment charges of $119,476 in its
Germany kidney care business. These charges resulted primarily from a decline in then current and expected future patient
census and an increase in then current and expected future costs, including due to wage increases expected to result from
legislation announced at that time. The changes in the Company's expectations were informed by developments in the business
in response to evolving market conditions, including changes in the Company's expected timing and ability to mitigate them,
F-23
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
and based on in-depth operating and strategic reviews completed by the Company's new Germany management team. During
the year ended December 31, 2019 the Company also recognized a goodwill impairment charge of $5,416 in its German other
health operations.
Based on its most recent assessments, the Company determined that further changes in expected patient census, increases
in operating costs, reductions in reimbursement rates, changes in actual or expected growth rates, or other significant adverse
changes in expected future cash flows or valuation assumptions could result in goodwill impairment charges in the future for
the following reporting unit, which remains at risk of goodwill impairment as of December 31, 2020:
Reporting unit
Germany kidney care
Goodwill
balance
Carrying
amount
coverage(1)
Operating
income(2)
Sensitivities
$
322,736
2.3 %
(1.5) %
Discount
rate(3)
(10.1) %
(1) Excess of estimated fair value of the reporting unit over its carrying amount as of the latest assessment date.
(2) Potential impact on estimated fair value of a sustained, long-term reduction of 3% in operating income as of the latest assessment
date.
(3) Potential impact on estimated fair value of an increase in discount rates of 100 basis points as of the latest assessment date.
Except as described above, none of the Company’s other reporting units were considered at risk of significant goodwill
impairment as of December 31, 2020. Since the dates of the Company’s last annual goodwill impairment assessments, there
have been certain developments, events, changes in operating performance and other changes in key circumstances that have
affected the Company’s businesses. However, these have not caused management to believe it is more likely than not that the
fair values of any of the Company’s reporting units would be less than their respective carrying amounts as of December 31,
2020.
11. Other liabilities
Other liabilities were comprised of the following:
Payor refunds and retractions
Insurance and self-insurance accruals
Accrued interest
Accrued non-income tax liabilities
Other
12.
Income taxes
December 31,
2020
2019
371,183 $
54,438
30,066
39,075
315,767
810,529 $
377,044
58,941
54,899
36,285
229,005
756,174
$
$
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial
statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the
financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences
are expected to reverse.
Income before income taxes from continuing operations consisted of the following:
Domestic
International
Year ended December 31,
2020
1,287,976 $
30,286
1,318,262 $
2019
1,307,299 $
(111,860)
1,195,439 $
$
$
2018
1,083,578
(35,100)
1,048,478
F-24
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Income tax expense for continuing operations consisted of the following:
Current:
Federal
State
International
Total current income tax
Deferred:
Federal
State
International
Total deferred income tax
Year ended December 31,
2020
2019
2018
$
$
47,171 $
21,442
17,481
86,094
198,623
27,206
2,009
227,838
313,932 $
208,339 $
58,026
15,545
281,910
44,263
(25,836)
(20,709)
(2,282)
279,628 $
140,064
32,990
7,557
180,611
52,034
21,096
4,659
77,789
258,400
Income taxes are allocated between continuing and discontinued operations as follows:
Continuing operations
Discontinued operations
Year ended December 31,
2020
2019
2018
$
$
313,932 $
279,628 $
1,657
40,689
315,589 $
320,317 $
258,400
99,768
358,168
The reconciliation between the Company’s effective tax rate from continuing operations and the U.S. federal income tax
rate is as follows:
Federal income tax rate
State income taxes, net of federal benefit
Change in International valuation allowance
Political advocacy costs
Nondeductible executive compensation
Unrecognized tax benefits
Other
Impact of noncontrolling interests primarily
attributable to non-tax paying entities
Effective tax rate
Year ended December 31,
2020
2019
2018
21.0 %
3.4
1.5
1.7
1.2
0.4
(0.6)
(4.8)
23.8 %
21.0 %
2.3
1.3
0.2
0.8
2.4
0.3
(4.9)
23.4 %
21.0 %
4.1
0.9
2.3
0.7
0.2
—
(4.6)
24.6 %
F-25
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Deferred tax assets and liabilities arising from temporary differences for continuing operations were as follows:
$
Receivables
Accrued liabilities
Operating lease liabilities
Net operating loss carryforwards
Other
Deferred tax assets
Valuation allowance
Net deferred tax assets
Intangible assets
Property and equipment
Operating lease assets
Investments in partnerships
Other
Deferred tax liabilities
Net deferred tax liabilities
$
December 31,
2020
9,324 $
64,982
584,656
167,398
62,110
888,470
(114,824)
773,646
(634,736)
(274,742)
(532,082)
(101,996)
(39,690)
(1,583,246)
(809,600) $
2019
19,095
64,458
580,110
139,690
55,108
858,461
(91,925)
766,536
(563,914)
(162,628)
(527,056)
(64,960)
(25,521)
(1,344,079)
(577,543)
At December 31, 2020, the Company had federal net operating loss carryforwards of approximately $99,657 that expire
through 2036, although a substantial amount expire by 2029. The Company also had state net operating loss carryforwards of
$488,070, some of which have an indefinite life, although a substantial amount expire by 2040 and international net operating
loss carryforwards of $296,451, some of which will begin to expire in 2021 though the majority have an indefinite life. The
Company has a state capital loss carryover of $297,748, the majority of which expires in 2024. The utilization of a portion of
these losses may be limited in future years based on the profitability of certain entities. A valuation allowance is recorded to
account for the unrealizable balances in the table above. The net increase of $22,899 in the valuation allowance is primarily due
to newly created net operating loss carryforwards in state and foreign jurisdictions that the Company does not anticipate being
able to utilize.
The Company's foreign earnings continue to be indefinitely reinvested as of December 31, 2020. As a result of the
passage of the Tax Cuts and Jobs Act (2017 Tax Act), the Company does not expect such earnings to be taxable if remitted.
Unrecognized tax benefits
A reconciliation of the beginning and ending liability for unrecognized tax benefits that do not meet the more-likely-
than-not threshold is as follows:
Beginning balance
Additions for tax positions related to current year
Additions for tax positions related to prior years
Reductions related to lapse of applicable statute
Reductions related to settlements with taxing authorities
Ending balance
Year ended December 31,
2020
2019
68,214 $
2,293
258
(133)
(430)
70,202 $
40,382
3,378
24,722
(268)
—
68,214
$
$
As of December 31, 2020, the Company’s total liability for unrecognized tax benefits relating to tax positions that do not
meet the more-likely-than-not threshold is $70,202, of which $66,607 would impact the Company’s effective tax rate if
recognized. This balance represents an increase of $1,988 from the December 31, 2019 balance of $68,214.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. At
December 31, 2020 and 2019, the Company had approximately $17,864 and $14,428, respectively, accrued for interest and
penalties related to unrecognized tax benefits, net of federal tax benefit.
F-26
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
The Company and its subsidiaries file U.S. federal and state income tax returns and various foreign income tax returns.
The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2014 and 2009,
respectively. In addition to being under audit in various state and local tax jurisdictions, the Company’s federal tax returns are
under audit by the Internal Revenue Service for the years 2014-2017.
13. Long-term debt
Long-term debt was comprised of the following:
Senior Secured Credit Facilities:
Term Loan A
Term Loan B-1
Term Loan B
Revolving line of credit(2)
Senior Notes:
4.625% Senior Notes
3.75% Senior Notes
5.125% Senior Notes
5.0% Senior Notes
Acquisition obligations and other notes
payable(3)
Financing lease obligations(4)
Total debt principal outstanding
Discount and deferred financing costs(5)
Less current portion
December 31,
As of December 31, 2020
2020
2019
Maturity date
Interest rate
Estimated
fair value(1)
$ 1,684,375 $ 1,739,063
8/12/2024
LIBOR + 1.50% $ 1,675,953
2,715,694
—
8/12/2026
LIBOR + 1.75% 2,702,115
—
2,743,125
75,000
1,750,000
1,500,000
—
—
—
—
—
1,750,000
1,500,000
8/12/2026
8/12/2024
6/1/2030
2/15/2031
7/15/2024
5/1/2025
ABR + 0.50% $
75,000
4.625 % $ 1,859,375
3.75 % $ 1,522,500
180,352
268,534
2021-2036
2021-2038
4.88 % $ 164,160
5.1 %
164,160
274,292
8,163,521
8,181,074
(72,840)
(77,717)
8,085,804
8,108,234
(168,541)
(130,708)
$ 7,917,263 $ 7,977,526
(1) For the Company's senior secured credit facilities and senior notes, fair value estimates are based upon bid and ask quotes, typically a level
2 input. For acquisition obligations and other notes payable, the carrying values presented here approximate their estimated fair values,
based on estimates of their present values using level 2 interest rate inputs.
(2) The Company's interest rate for its revolving line of credit as of December 31, 2020 was based on an Alternate Base Rate (ABR or Prime
Rate) plus 0.50%, or 3.75%. Effective January 6, 2021 this was converted to a LIBOR-based rate of LIBOR plus 1.50%.
(3) The interest rate presented for acquisition obligations and other notes payable is their weighted average interest rate based on the current
fixed and LIBOR interest rate components in effect as of December 31, 2020.
(4) Financing lease obligations are measured at their approximate present values at inception. The interest rate presented is the weighted
average discount rate embedded in financing leases outstanding. The term of one ground lease runs to 2070, in addition to the other lease
maturity dates presented in the table above.
(5) As of December 31, 2020, the carrying amount of the Company's senior secured credit facilities includes a discount of $5,461 and deferred
financing costs of $35,825 and the carrying amount of the Company's senior notes includes deferred financing costs of $36,431. As of
December 31, 2019, the carrying amount of the Company's senior secured credit facilities included a discount of $6,457 and deferred
financing costs of $45,444, and the carrying amount of the Company's senior notes included deferred financing costs of $20,939.
F-27
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Scheduled maturities of long-term debt at December 31, 2020 were as follows:
2021
2022
2023
2024
2025
Thereafter
$
$
$
$
$
$
168,541
169,782
227,062
1,496,892
69,440
6,031,804
On February 13, 2020, the Company entered into an amendment (the Repricing Amendment) to refinance and reprice its
senior secured Term Loan B with a senior secured Term Loan B-1 that bears interest at a rate equal to LIBOR plus an
applicable margin of 1.75% and matures on August 12, 2026. The Repricing Amendment did not change the interest rate on the
Term Loan A or the revolving line of credit. No additional debt was incurred, nor any additional proceeds received, by the
Company in connection with the Repricing Amendment. The majority of the Company's Term Loan B debt was considered
modified in this transaction. As a result, the Company recognized debt refinancing charges of $2,948 in the year ended
December 31, 2020 comprised partially of fees incurred on this transaction and partially of deferred financing costs written off
for the portion of debt considered extinguished and reborrowed. For the portion of the Term Loan B debt that was considered
extinguished and reborrowed in this refinancing, the Company recognized $68,842 in constructive financing cash outflows and
financing cash inflows on the statement of cash flows, even though no funds were actually paid or received. Another $55,895 of
the debt considered extinguished in this refinancing represented a non-cash financing activity.
During the year ended December 31, 2020, the Company made regularly scheduled mandatory principal payments under
its senior secured credit facilities totaling $54,688 on Term Loan A and $27,431 on Term Loan B-1.
On June 9, 2020, the Company issued $1,750,000 aggregate principal amount of 4.625% senior notes due 2030 (the
4.625% Senior Notes) in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as
amended. The 4.625% Senior Notes pay interest on June 1 and December 1 of each year beginning December 1, 2020. The
4.625% Senior Notes are unsecured senior obligations and rank equally in right of payment with the Company's existing and
future unsecured senior indebtedness. The 4.625% Senior Notes are guaranteed by each of the Company’s domestic subsidiaries
that guarantee its senior secured credit facilities. The Company may redeem up to 40% of the aggregate principal amount of the
4.625% Senior Notes at any time prior to June 1, 2023 at 104.625% of the aggregate principal amount from the proceeds of one
or more equity offerings, plus accrued and unpaid interest. In addition, the Company may redeem the 4.625% Senior Notes at
any time prior to June 1, 2025 at a make-whole redemption price plus accrued and unpaid interest or, on and after such date, at
certain redemption prices specified in the indenture governing these notes plus accrued and unpaid interest. The 4.625% Senior
Notes contain restrictive covenants that limit the ability of the Company and its guarantors to, among other things, create certain
liens, enter into certain sale/leaseback transactions, or merge, consolidate or sell all or substantially all of their assets. The
4.625% Senior Notes and related subsidiary guarantees do not have any registration or similar rights and are not expected to be
registered for exchange on public markets. During the year ended December 31, 2020, the Company incurred $20,386 in fees,
discounts and other professional expenses associated with this transaction that were capitalized and will amortize over the term
of the 4.625% Senior Notes.
On July 15, 2020, the Company used the net proceeds from these 4.625% Senior Notes, together with cash on hand, to
redeem in full all $1,750,000 aggregate principal amount outstanding of its 5.125% Senior Notes plus accrued interest and
redemption premium. The Company incurred debt redemption premium charges of $29,890 and deferred financing cost write-
offs of $9,764 in connection with this redemption.
On August 11, 2020, the Company issued $1,500,000 aggregate principal amount of 3.75% senior notes due 2031 (the
3.75% Senior Notes) in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as
amended. The 3.75% Senior Notes pay interest on February 15 and August 15 of each year beginning February 15, 2021. The
3.75% Senior Notes are unsecured senior obligations and rank equally in right of payment with the Company's existing and
future unsecured senior indebtedness. The 3.75% Senior Notes are guaranteed by each of the Company’s domestic subsidiaries
that guarantee its senior secured credit facilities. The Company may redeem up to 40% of the aggregate principal amount of the
3.75% Senior Notes at any time prior to August 15, 2023 at 103.75% of the aggregate principal amount from the proceeds of
one or more equity offerings, plus accrued and unpaid interest. In addition, the Company may redeem the 3.75% Senior Notes
at any time prior to February 15, 2026 at a make-whole redemption price plus accrued and unpaid interest or, on and after such
date, at certain redemption prices specified in the indenture governing these notes plus accrued and unpaid interest. The 3.75%
Senior Notes contain restrictive covenants that limit the ability of the Company and its guarantors to, among other things, create
F-28
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
certain liens, enter into certain sale/leaseback transactions, or merge, consolidate or sell all or substantially all of their assets.
The 3.75% Senior Notes and related subsidiary guarantees do not have any registration or similar rights and are not expected to
be registered for exchange on public markets. During the year ended December 31, 2020, the Company incurred $17,936 in
fees, discounts and other professional expenses associated with this transaction that were capitalized and will amortize over the
term of the 3.75% Senior Notes.
On August 21, 2020, the Company used the net proceeds from these 3.75% Senior Notes, together with cash on hand, to
redeem in full all $1,500,000 aggregate principal amount outstanding of its 5.0% Senior Notes plus accrued interest and
redemption premium. The Company incurred debt redemption premium charges of $37,500 and deferred financing cost write-
offs of $8,866 in connection with this redemption.
The Company's 2015 interest rate cap agreements expired on June 30, 2020, at which time the Company's 2019 cap
agreements became effective. As of December 31, 2020, the Company maintains several interest rate cap agreements that have
the economic effect of capping the Company's maximum exposure to LIBOR variable interest rate changes on specific portions
of the Company's floating rate debt, including all of the Term Loan B-1 and a portion of the Term Loan A. The remaining
$900,069 outstanding principal balance of the Term Loan A and the $75,000 outstanding balance of the revolving line of credit
are subject to LIBOR-based interest rate volatility. The cap agreements are designated as cash flow hedges and, as a result,
changes in their fair values are reported in other comprehensive income. The amortization of the original cap premium is
recognized as a component of debt expense on the interest method over the terms of the cap agreements. These cap agreements
do not contain credit-risk contingent features.
The following table summarizes the Company’s interest rate cap agreements outstanding as of December 31, 2020 and
December 31, 2019, which are classified in "Other long-term assets" on its consolidated balance sheet:
Notional
amount
LIBOR
maximum rate
Effective
date
Expiration
date
Debt
expense
Recorded OCI
loss
Fair value
2019 cap agreements
$ 3,500,000
2015 cap agreements
$ 3,500,000
2.00%
3.50%
6/30/2020
6/30/2024
$ 2,755 $
(21,781) $ 2,671 $ 24,452
6/29/2018
6/30/2020
$ 4,326 $
— $ — $ —
The following table summarizes the effects of the Company’s interest rate cap agreements for the years ended
December 31, 2020, 2019 and 2018:
Year ended
December 31,
December 31, 2020
2020
2019
Amount of unrealized (losses) gains
in OCI on interest rate cap
agreements
Year ended December 31,
Reclassification from accumulated
other comprehensive income into net
income
Year ended December 31,
Derivatives designated as cash flow hedges
2020
2019
2018
Location of losses
2020
2019
2018
Interest rate cap agreements
$ (21,781) $ 1,566 $
(181) Debt expense
$ 7,081 $ 8,591 $ 8,466
Related income tax
5,435
(415)
48 Related income tax
(1,768)
(2,214)
(2,180)
Total
$ (16,346) $ 1,151 $
(133)
$ 5,313 $ 6,377 $ 6,286
See Note 20 for further details on amounts recorded and reclassified from accumulated other comprehensive (loss)
income.
The Company’s weighted average effective interest rate on its senior secured credit facilities at the end of 2020 was
2.03%, based upon the current margins in effect for the Term Loan A, Term Loan B-1 and revolving line of credit as of
December 31, 2020.
The Company’s weighted average effective interest rate on all debt, including the effect of interest rate caps and
amortization of debt discount, was 3.59% for the year ended December 31, 2020 and 3.06% as of December 31, 2020.
As of December 31, 2020, the Company’s interest rates were fixed on approximately 44.4% of its total debt.
As of December 31, 2020, the Company had $925,000 available and $75,000 drawn on its $1,000,000 revolving line of
credit under its senior secured credit facilities. Credit available under this revolver is reduced by the amount of any letters of
credit outstanding under this facility, but there were no such letters of credit outstanding as of December 31, 2020. The
F-29
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Company also had approximately $64,636 of outstanding letters of credit under a separate bilateral secured letter of credit
facility as of December 31, 2020.
Debt expense
Debt expense consisted of interest expense of $282,932, $419,639 and $461,897 and the amortization and accretion of
debt discounts and premiums, amortization of deferred financing costs and the amortization of interest rate cap agreements of
$21,179, $24,185 and $25,538 for 2020, 2019 and 2018, respectively. These interest expense amounts are net of capitalized
interest.
14. Leases
The Company leases substantially all of its U.S. dialysis facilities. The majority of the Company’s facilities are leased
under non-cancellable operating leases which range in terms from five years to 20 years and which contain renewal options of
five years to ten years at the fair rental value at the time of renewal. Certain of the Company's leases are subject to periodic
consumer price increases or contain fixed escalation clauses. See Note 1 for further information on how the Company accounts
for leases.
As of December 31, 2020 and December 31, 2019, assets recorded under finance leases were $275,389 and $247,246,
respectively, and accumulated amortization associated with finance leases was $49,345 and $27,193, respectively, included in
property and equipment, net, on the Company's consolidated balance sheet.
In certain markets, the Company acquires and develops dialysis centers. Upon completion, the Company sells the center
to a third party and leases the space back with the intent of operating the center on a long term basis. Both the sale and
leaseback terms are generally market terms. The lease terms are consistent with the Company's other operating leases with the
majority of the leases under non-cancellable operating leases ranging in terms from five years to 20 years and which contain
renewal options of five years to ten years at the fair rental value at the time of renewal.
The Company adopted Topic 842, Leases beginning on January 1, 2019 through a modified retrospective approach for
leases existing at the adoption date with a cumulative effect adjustment. Consequently, financial information was not updated
for dates and periods before January 1, 2019.
The components of lease expense were as follows:
Lease cost
Operating lease cost(1):
Fixed lease expense
Variable lease expense
Financing lease cost:
Amortization of leased assets
Interest on lease liabilities
Net lease cost
Year ended December 31,
2020
2019
$
541,090 $
122,729
24,720
14,421
$
702,960 $
526,352
119,740
23,724
14,932
684,748
(1) Includes short-term lease expense and sublease income, which are immaterial.
Other information related to leases was as follows:
Lease term and discount rate
Weighted average remaining lease term (years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
Year ended December 31,
2020
2019
8.7
10.5
3.8 %
5.1 %
9.0
10.2
4.1 %
5.4 %
F-30
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Other information
Gains on sale leasebacks, net
Cash paid for amounts included in the
measurement of lease liabilities:
Operating cash flows for operating leases
Operating cash flows for finance leases
Financing cash flows for finance leases
Net operating lease assets obtained in exchange
for new or modified operating lease liabilities
$
$
$
$
$
Year ended December 31,
2020
2019
34,301 $
20,833
661,318 $
20,981 $
24,780 $
637,655
22,257
25,692
401,559 $
432,074
Future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows:
2021
2022
2023
2024
2025
Thereafter
Total future minimum lease payments
Less portion representing interest
Present value of lease liabilities
Operating leases
Finance leases
$
$
480,439 $
504,789
464,023
412,419
361,447
1,437,965
3,661,082
(552,915)
3,108,167 $
35,039
35,124
35,645
35,669
35,539
174,907
351,923
(77,631)
274,292
Rent expense under all operating leases for 2020, 2019, and 2018 was $663,819, $646,092 and $596,117, respectively.
Rent expense is recorded on a straight-line basis over the term of the lease, including leases that contain fixed escalation clauses
or include abatement provisions. Leasehold improvement incentives are deferred and amortized to rent expense over the term of
the lease. Finance lease obligations are included in long-term debt. See Note 13 for further details on long-term debt.
15. Employee benefit plans
The Company has a 401(k) retirement savings plan for substantially all of its U.S. employees which has been established
pursuant to applicable provisions of the Internal Revenue Code (IRC). The plan allows for employees to contribute a percentage
of their base annual salaries on a tax-deferred basis not to exceed IRC limitations. The Company maintains a 401(k) matching
program under which the Company matches 50% of the employee's contribution up to 6% of the employee's salary, subject to
certain limitations. The matching contributions are subject to certain eligibility and vesting conditions. For the years ended
December 31, 2020, 2019 and 2018, the Company accrued matching contributions totaling approximately $70,180, $64,988 and
$67,807, respectively. Prior to 2018, the Company did not provide matching contributions for its 401(k) savings plan.
The Company also maintains a voluntary compensation deferral plan, the Deferred Compensation Plan, as well as other
legacy deferral plans. The Deferred Compensation Plan is non-qualified and permits certain employees whose annualized base
salary equals or exceeds a minimum annual threshold amount as set by the Company to elect to defer all or a portion of their
annual bonus payment and up to 50% of their base salary into a deferral account maintained by the Company. Total
contributions to this plan in 2020, 2019 and 2018 were $3,637, $1,751 and $3,090, respectively. Deferred amounts are generally
paid out in cash at the participant’s election either in the first or second year following retirement or in a specified future period
at least three to four years after the deferral election was effective. During 2020, 2019 and 2018 the Company distributed
$3,139, $2,730 and $4,652, respectively, to participants from its deferred compensation plans. Participants are credited with
their proportional amount of annual earnings from the plans. The assets of these plans are held in rabbi trusts subject to the
claims of the Company’s general creditors in the event of its bankruptcy. As of December 31, 2020 and 2019, the total fair
value of assets held in these plans' trusts was $43,844 and $39,527, respectively. The assets of these plans are recorded at fair
value with changes in fair value recorded in "Other income, net". Any fair value changes to the corresponding liability balance
are recorded as compensation expense. See Note 5 for further details.
F-31
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
16. Contingencies
The majority of the Company’s revenues are from government programs and may be subject to adjustment as a result of:
(i) examination by government agencies or contractors, for which the resolution of any matters raised may take extended
periods of time to finalize; (ii) differing interpretations of government regulations by different Medicare contractors or
regulatory authorities; (iii) differing opinions regarding a patient’s medical diagnosis or the medical necessity of services
provided; and (iv) retroactive applications or interpretations of governmental requirements. In addition, the Company’s
revenues from commercial payors may be subject to adjustment as a result of potential claims for refunds, as a result of
government actions or as a result of other claims by commercial payors.
The Company operates in a highly regulated industry and is a party to various lawsuits, demands, claims, qui tam suits,
governmental investigations (which frequently arise from qui tam suits) and audits (including, without limitation, investigations
or other actions resulting from its obligation to self-report suspected violations of law) and other legal proceedings, including,
without limitation, those described below. The Company records accruals for certain legal proceedings and regulatory matters
to the extent that the Company determines an unfavorable outcome is probable and the amount of the loss can be reasonably
estimated. As of December 31, 2020 and December 31, 2019, the Company’s total recorded accruals with respect to legal
proceedings and regulatory matters, net of anticipated third party recoveries, were immaterial. While these accruals reflect the
Company’s best estimate of the probable loss for those matters as of the dates of those accruals, the recorded amounts may
differ materially from the actual amount of the losses for those matters, and any anticipated third party recoveries for any such
losses may not ultimately be recoverable. Additionally, in some cases, no estimate of the possible loss or range of loss in excess
of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal proceedings and regulatory
matters, which also may be impacted by various factors, including, without limitation, that they may involve indeterminate
claims for monetary damages or may involve fines, penalties or non-monetary remedies; present novel legal theories or legal
uncertainties; involve disputed facts; represent a shift in regulatory policy; are in the early stages of the proceedings; or may
result in a change of business practices. Further, there may be various levels of judicial review available to the Company in
connection with any such proceeding.
The following is a description of certain lawsuits, claims, governmental investigations and audits and other legal
proceedings to which the Company is subject.
Certain Governmental Inquiries and Related Proceedings
2016 U.S. Attorney Texas Investigation: In February 2016, DaVita Rx, LLC (DaVita Rx), a wholly-owned subsidiary of
the Company, received a Civil Investigative Demand (CID) from the U.S. Attorney’s Office, Northern District of Texas. The
government is conducting a federal False Claims Act (FCA) investigation concerning allegations that DaVita Rx presented or
caused to be presented false claims for payment to the government for prescription medications, as well as an investigation into
the Company’s relationships with pharmaceutical manufacturers. The government's investigation covers the period from
January 1, 2006 through December 31, 2018. In December 2017, the Company finalized and executed a settlement agreement
that resolved certain of the issues in the government's investigation and that included total monetary consideration of $63,700,
as previously disclosed, of which $41,500 was an incremental cash payment and $22,200 was for amounts previously refunded,
and all of which was previously accrued. The government’s investigation is ongoing with respect to issues related to DaVita
Rx's historic relationships with certain pharmaceutical manufacturers, and in July 2018 the OIG served the Company with a
subpoena seeking additional documents and information relating to those relationships. The Company is continuing to
cooperate with the government in this investigation.
2017 U.S. Attorney Colorado Investigation: In November 2017, the U.S. Attorney’s Office, District of Colorado
informed the Company of an investigation it was conducting into possible federal healthcare offenses involving DaVita Kidney
Care, as well as several of the Company’s wholly-owned subsidiaries. In addition to DaVita Kidney Care, the matter currently
includes an investigation into DaVita Rx, DaVita Laboratory Services, Inc. (DaVita Labs), and RMS Lifeline Inc. (Lifeline). In
each of August 2018 and May 2019, the Company received a CID pursuant to the FCA from the U.S. Attorney's Office relating
to this investigation. In May 2020, the Company sold its interest in Lifeline, but the Company retained certain liabilities of the
Lifeline business, including those related to this investigation. The Company is continuing to cooperate with the government in
this investigation.
2018 U.S. Attorney Florida Investigation: In March 2018, DaVita Labs received two CIDs from the U.S. Attorney’s
Office, Middle District of Florida that were identical in nature but directed to the two different labs. According to the face of the
CIDs, the U.S. Attorney’s Office is conducting an investigation as to whether the Company’s subsidiary submitted claims for
blood, urine, and fecal testing, where there were insufficient test validation or stability studies to ensure accurate results, in
violation of the FCA. In October 2018, DaVita Labs received a subpoena from the OIG in connection with this matter
F-32
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
requesting certain patient records linked to clinical laboratory tests. On September 30, 2019, the U.S. Attorney's Office notified
the U.S. District Court, Middle District of Florida, of its decision not to elect to intervene at this time in the matter of U.S. ex
rel. Lorne Holland, et al. v. DaVita Healthcare Partners, Inc. et al. The court then unsealed the complaint, which alleges
violations of the FCA, by order dated the same day. In January 2020, the private party relators served the Company and DaVita
Labs with an amended complaint. On February 24, 2020, the Company and DaVita Labs filed a motion to dismiss the amended
complaint. On June 25, 2020, the court denied the motion to dismiss. The Company and DaVita Labs answered the complaint
on July 23, 2020. The Company and DaVita Labs dispute these allegations and intend to defend this action accordingly.
2020 U.S. Attorney New Jersey Investigation: In March 2020, the U.S. Attorney’s Office, District of New Jersey served
the Company with a subpoena and a CID relating to an investigation being conducted by that office and the U.S. Attorney’s
Office, Eastern District of Pennsylvania. The subpoena and CID request information on several topics, including certain of the
Company’s joint venture arrangements with physicians and physician groups, medical director agreements, and compliance
with its five-year Corporate Integrity Agreement, the term of which expired October 22, 2019. The Company is cooperating
with the government in this investigation.
2020 California Department of Insurance Investigation: In April 2020, the California Department of Insurance (CDI)
sent the Company an Investigative Subpoena relating to an investigation being conducted by that office. CDI issued a
superseding subpoena in September 2020. The subpoena, as revised, requests information on a number of topics, including but
not limited to the Company’s communications with patients about insurance plans and financial assistance from the American
Kidney Fund (AKF), analyses of the potential impact of patients’ decisions to change insurance providers, and documents
relating to donations or contributions to the AKF. The Company is cooperating with CDI in this investigation.
2020 Department of Justice Investigation: In October 2020, the Company received a CID from the Department of Justice
pursuant to a False Claims Act investigation concerning allegations that DaVita Medical Group (DMG) may have submitted
undocumented or unsupported diagnosis codes in connection with Medicare Advantage beneficiaries. The CID covers the
period from January 1, 2015 through June 19, 2019, the date the Company completed the divestiture of DMG to Collaborative
Care Holdings, LLC. The Company is cooperating with the government in this investigation.
* * *
Although the Company cannot predict whether or when proceedings might be initiated or when these matters may be
resolved (other than as may be described above), it is not unusual for inquiries such as these to continue for a considerable
period of time through the various phases of document and witness requests and on-going discussions with regulators and to
develop over the course of time. In addition to the inquiries and proceedings specifically identified above, the Company
frequently is subject to other inquiries by state or federal government agencies, many of which relate to qui tam complaints filed
by relators. Negative findings or terms and conditions that the Company might agree to accept as part of a negotiated resolution
of pending or future government inquiries or relator proceedings could result in, among other things, substantial financial
penalties or awards against the Company, substantial payments made by the Company, harm to the Company’s reputation,
required changes to the Company’s business practices, exclusion from future participation in the Medicare, Medicaid and other
federal health care programs and, if criminal proceedings were initiated against the Company, members of its board of directors
or management, possible criminal penalties, any of which could have a material adverse effect on the Company.
F-33
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Shareholder and Derivative Claims
Peace Officers’ Annuity and Benefit Fund of Georgia Securities Class Action Civil Suit: On February 1, 2017, the Peace
Officers’ Annuity and Benefit Fund of Georgia filed a putative federal securities class action complaint in the U.S. District
Court for the District of Colorado against the Company and certain executives. The complaint covers the time period of August
2015 to October 2016 and alleges, generally, that the Company and its executives violated federal securities laws concerning
the Company’s financial results and revenue derived from patients who received charitable premium assistance from an
industry-funded non-profit organization. The complaint further alleges that the process by which patients obtained commercial
insurance and received charitable premium assistance was improper and "created a false impression of DaVita’s business and
operational status and future growth prospects." In November 2017, the court appointed the lead plaintiff and an amended
complaint was filed on January 12, 2018. On March 27, 2018, the Company and various individual defendants filed a motion to
dismiss. On March 28, 2019, the court denied the motion to dismiss. The Company answered the complaint on May 28, 2019.
On January 31, 2020, the plaintiffs filed a motion for class certification and the Company filed its opposition on June 29, 2020.
While the Company continues to dispute the allegations, in July 2020, it reached an agreement in principle to resolve this
matter without admitting to any liability. Settlement of this matter on the agreed terms is expected to be covered primarily with
insurance proceeds, with the Company contributing an amount that would not have a material impact on the Company’s
consolidated financial position, results of operations or cash flows. A motion for preliminary approval of the settlement was
granted by the court on October 27, 2020. The settlement is subject to, among other things, final approval by the court.
In re DaVita Inc. Stockholder Derivative Litigation: On August 15, 2017, the U.S. District Court for the District of
Delaware consolidated three previously disclosed shareholder derivative lawsuits: the Blackburn Shareholder action filed on
February 10, 2017, the Gabilondo Shareholder action filed on May 30, 2017, and the City of Warren Police and Fire Retirement
System Shareholder action filed on June 9, 2017. The complaint covers the time period from 2015 to present and alleges,
generally, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste, and
misrepresentations and/or failures to disclose certain information in violation of the federal securities laws in connection with
an alleged practice to direct patients with government-subsidized health insurance into private health insurance plans to
maximize the Company’s profits. An amended complaint was filed in September 2017, and on December 18, 2017, the
Company filed a motion to dismiss and a motion to stay proceedings in the alternative. On April 25, 2019, the court denied the
Company's motion to dismiss. The Company answered the complaint on May 28, 2019.
While the defendants continue to dispute the allegations, in July 2020, an agreement in principle was reached to resolve
this matter without admitting to any liability. The Company’s Board of Directors (Board) approved the settlement on October
20, 2020. The court granted a motion for final approval of the settlement on January 27, 2021 and approved the settlement on
January 29, 2021. As part of the settlement, the Company agreed to certain corporate governance policies, but will not make
any financial contribution towards the settlement.
Other Proceedings
In addition to the foregoing, from time to time the Company is subject to other lawsuits, demands, claims, governmental
investigations and audits and legal proceedings that arise due to the nature of its business, including, without limitation,
contractual disputes, such as with payors, suppliers and others, employee-related matters and professional and general liability
claims. From time to time, the Company also initiates litigation or other legal proceedings as a plaintiff arising out of contracts
or other matters.
* * *
Other than as may be described above, the Company cannot predict the ultimate outcomes of the various legal
proceedings and regulatory matters to which the Company is or may be subject from time to time, including those described in
this Note 16 to these consolidated financial statements, or the timing of their resolution or the ultimate losses or impact of
developments in those matters, which could have a material adverse effect on the Company’s revenues, earnings and cash
flows. Further, any legal proceedings or regulatory matters involving the Company, whether meritorious or not, are time
consuming, and often require management’s attention and result in significant legal expense, and may result in the diversion of
significant operational resources, or otherwise harm the Company’s business, results of operations, financial condition, cash
flows or reputation.
F-34
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
17. Noncontrolling interests subject to put provisions and other commitments
Noncontrolling interests subject to put provisions
The Company has potential obligations to purchase the equity interests held by third parties in many of its majority-
owned dialysis partnerships and other nonconsolidated entities. These noncontrolling interests subject to put provisions
constitute redeemable equity interests and are therefore classified as temporary equity and carried at estimated fair value on the
Company's balance sheet.
Specifically, these obligations are in the form of put provisions that are exercisable at the third-party owners’ discretion
within specified periods outlined in each specific put provision. If these put provisions were exercised, the Company would be
required to purchase the third-party owners’ equity interests, generally at the appraised fair market value of the equity interests
or in certain cases at a predetermined multiple of earnings or cash flows attributable to the equity interests put to the Company,
intended to approximate fair value. The methodology the Company uses to estimate the fair values of noncontrolling interests
subject to put provisions assumes the higher of either a liquidation value of net assets or an average multiple of earnings, based
on historical earnings, patient mix and other performance indicators that can affect future results, as well as other factors. The
estimated fair values of noncontrolling interests subject to put provisions are a critical accounting estimate that involves
significant judgments and assumptions and may not be indicative of the actual values at which the noncontrolling interests may
ultimately be settled, which could vary significantly from the Company’s current estimates. The estimated fair values of
noncontrolling interests subject to put provisions can fluctuate and the implicit multiple of earnings at which these
noncontrolling interests obligations may be settled will vary significantly depending upon market conditions including potential
purchasers’ access to the capital markets, which can impact the level of competition for dialysis and non-dialysis related
businesses, the economic performance of these businesses and the restricted marketability of the third-party owners’ equity
interests. The amount of noncontrolling interests subject to put provisions that employ a contractually predetermined multiple
of earnings rather than fair value is immaterial.
The Company also has certain potential commitments to provide working capital funding, if necessary, to certain
nonconsolidated dialysis businesses that the Company manages and in which the Company owns a noncontrolling equity
interest or which are wholly-owned by third parties of approximately $8,663.
Certain consolidated dialysis partnerships are originally contractually scheduled to dissolve after terms ranging from ten
years to 50 years. While noncontrolling interests in these limited life entities qualify as mandatorily redeemable financial
instruments, they are subject to a classification and measurement scope exception from the accounting guidance generally
applicable to other mandatorily redeemable financial instruments. Future distributions upon dissolution of these entities would
be valued below the related noncontrolling interest carrying balances in the consolidated balance sheet.
Other commitments
In 2017, the Company entered into a Sourcing and Supply Agreement with Amgen USA Inc. (Amgen) that expires on
December 31, 2022. Under the terms of the agreement, the Company will purchase EPO from Amgen in amounts necessary to
meet no less than 90% of its requirements for erythropoiesis-stimulating agents (ESAs) through the expiration of the contract.
The actual amount of EPO that the Company will purchase will depend upon the amount of EPO administered during dialysis
as prescribed by physicians and the overall number of patients that the Company serves.
The Company has agreements with various suppliers to purchase established amounts of dialysis equipment, parts, and
supplies. As of December 31, 2020, the remaining minimum purchase commitments under these arrangements were
approximately $542,061, $540,715, $179,869, and $92,075 for the years 2021, 2022, 2023, and 2024, respectively. If the
Company fails to meet the minimum purchase commitments under these contracts during any year, it is required to pay the
difference to the supplier.
Other than the letters of credit disclosed in Note 13 to these consolidated financial statements, and the arrangements as
described above, the Company has no off balance sheet financing arrangements as of December 31, 2020.
18. Long-term incentive compensation
Long-term incentive compensation
Long-term incentive program (LTIP) compensation includes both stock-based awards (principally stock-settled stock
appreciation rights, restricted stock units and performance stock units) as well as long-term performance-based cash awards.
F-35
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Long-term incentive compensation expense, which is primarily general and administrative in nature, is attributed to the
Company’s U.S. dialysis business, its corporate administrative support, and its ancillary services.
The Company’s stock-based compensation expense for stock-settled awards is measured at the estimated fair value of
awards on the date of grant and recognized on a cumulative straight-line basis over the vesting terms of the awards, unless the
stock awards are based on non-market-based performance metrics, in which case expense is adjusted for the ultimate number of
shares expected to be issued as of the end of each reporting period. Stock-based compensation expense for cash-settled awards
is based on their estimated fair values as of the end of each reporting period. The expense for all LTIP awards is recognized net
of expected forfeitures.
Stock-based compensation to be settled in shares is recorded to the Company’s shareholders’ contributed capital, while
stock-based compensation to be settled in cash is recorded as a liability. Shares issued upon exercise or, when applicable,
vesting of stock awards, are issued from authorized but unissued shares.
Long-term incentive compensation plans
On June 11, 2020, the Company’s stockholders approved the DaVita Inc. 2020 Incentive Award Plan (the 2020 Plan).
Prior to June 11, 2020 stock-based awards were granted under the DaVita Healthcare Partners Inc. 2011 Incentive Award Plan
(the 2011 Plan). The 2011 Plan was terminated with respect to any new awards upon stockholder approval of the 2020 Plan. At
the time the 2020 Plan was approved there were 8,730 shares of common stock available for issuance under the 2020 Plan,
consisting of 5,000 newly authorized shares and 3,730 shares that were available for issuance under the 2011 Plan as of the
effective date of the 2020 Plan and which became available for grant under the 2020 Plan, pursuant to the terms of the 2020
Plan.
The 2020 Plan is the Company’s current omnibus equity compensation plan and provides for grants of stock-based
awards to employees, directors and other individuals providing services to the Company, except that incentive stock options
may only be awarded to employees. The 2020 Plan provides for the grant of stock appreciation rights, nonqualified stock
options, incentive stock options, restricted stock units, restricted stock, performance stock awards, dividend equivalents, stock
payments, deferred stock unit awards, deferred stock awards and performance cash awards. The 2020 Plan mandates a
maximum award term of 10 years for stock appreciation rights and stock options and stipulates that awards of these types be
granted with a base or exercise price per share of not less than the fair market value of the Company's common stock on the
date of grant. Shares available under the 2020 Plan are also stated on a full value share basis rather than on an option-equivalent
basis. The 2020 Plan therefore provides that shares available for issuance under the plan are reduced by one share available for
every four shares underlying stock appreciation rights and stock options, and are reduced by one share available for every one
share underlying stock-based awards other than stock appreciation rights and stock options. At December 31, 2020, there were
8,074 shares available for future grants under the 2020 Plan. The Company’s stock units awarded under the 2020 Plan generally
vest over 36 months to 48 months from the date of grant. As of December 31, 2020, no stock appreciation rights have been
awarded under the 2020 Plan.
The 2011 Plan was the Company’s prior omnibus equity compensation plan and authorized the Company to award stock
options, stock appreciation rights, restricted stock units, restricted stock, and other stock-based or performance-based awards.
The 2011 Plan mandated a maximum award term of five years and stipulated that stock appreciation rights and stock options be
granted with prices not less than fair market value on the date of grant. The 2011 Plan also required that full value share awards
such as restricted stock units reduce shares available under the 2011 Plan at a ratio of 3.5:1. The Company’s stock appreciation
rights and stock units awarded under the 2011 Plan generally vest over 36 months to 48 months from the date of grant.
F-36
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
A combined summary of the status of the Company’s stock-settled awards under both the 2020 Plan and 2011 Plan,
including base shares for stock-settled stock appreciation rights (SSARs) and stock-settled stock unit awards is as follows:
Year ended December 31, 2020
Stock appreciation rights
Stock units
Weighted
average
exercise
price
Weighted
average
remaining
contractual life
Awards
Weighted
average
remaining
contractual life
Awards
Outstanding at beginning of year
Granted
Added by performance factor
Exercised/Vested
Expired
Canceled
Outstanding at end of period
Exercisable at end of period
Weighted-average fair value of grants:
2020
2019
2018
6,953 $
2,765 $
64.10
68.58
(894) $
(494) $
(246) $
8,084 $
987 $
72.13
83.61
61.36
63.64
69.56
$
$
$
26.70
14.04
16.24
3,160
1,027
19
(351)
—
(318)
3,537
—
77.83
50.58
66.23
3.0
1.0
$
$
$
1.8
—
Range of SSARs base prices
Awards
Outstanding
Weighted
average exercise
price
Awards
exercisable
Weighted
average exercise
price
$50.01–$60.00
$60.01–$70.00
$70.01–$80.00
Total
2,263 $
5,165 $
656 $
8,084 $
52.53
66.99
75.60
63.64
2 $
610 $
375 $
987 $
57.88
65.95
75.50
69.56
For the years ended December 31, 2020, 2019, and 2018, the aggregate intrinsic value of stock-based awards exercised
was $49,258, $11,475 and $31,045, respectively. At December 31, 2020, the aggregate intrinsic value of stock-based awards
outstanding was $853,803 and the aggregate intrinsic value of stock awards exercisable was $47,208.
Estimated fair value of stock-based compensation awards
The Company has estimated the grant-date fair value of stock-settled stock appreciation rights awards using the Black-
Scholes-Merton valuation model and stock-settled stock unit awards at intrinsic value on the date of grant, except for portions
of the Company’s performance stock unit awards for which a Monte Carlo simulation was used to estimate the grant-date fair
value. The following assumptions were used in estimating these values and determining the related stock-based compensation
expense attributable to the current period:
Expected term of the awards: The expected term of awards granted represents the period of time that they are expected to
remain outstanding from the date of grant. The Company determines the expected term of its stock awards based on its
historical experience with similar awards, considering the Company’s historical exercise and post-vesting termination patterns.
Expected volatility: Expected volatility represents the volatility anticipated over the expected term of the award. The
Company determines the expected volatility for its awards based on the volatility of the price of its common stock over the
most recent retrospective period commensurate with the expected term of the award, considering the volatilities expected by
peer companies in near industries.
Expected dividend yield: The Company has not paid dividends on its common stock and does not currently expect to pay
dividends during the term of stock awards granted.
F-37
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Risk-free interest rate: The Company bases the expected risk-free interest rate on the implied yield currently available on
stripped interest coupons of U.S. Treasury issues with a remaining term equivalent to the expected term of the award.
A summary of the weighted average valuation inputs described above used for estimating the grant-date fair value of
SSAR awards granted in the periods indicated is as follows:
Expected term
Expected volatility
Expected dividend yield
Risk-free interest rate
Year ended December 31,
2020
2019
2018
4.8
28.2 %
— %
1.5 %
4.0
29.5 %
— %
2.2 %
4.2
23.8 %
— %
2.9 %
The Company estimates expected forfeitures based upon historical experience with separate groups of employees that
have exhibited similar forfeiture behavior in the past. Stock-based compensation expense is recorded only for awards that are
expected to vest.
On November 4, 2019, the independent members of the Company’s Board of Directors (Board) approved an award of
2,500 premium-priced stock-settled stock appreciation rights (Premium-Priced Award) to the Company’s Chief Executive
Officer (CEO), which award was subject to stockholder approval of a related amendment to the 2011 Plan. Stockholders
approved such amendment to the 2011 Plan on January 23, 2020, authorizing the grant to the Company's CEO. Since
stockholder approval occurred in 2020, this award was treated as granted in 2020 for accounting purposes.
The base price of the Premium-Priced Award was $67.80 per share, which was a 20% premium to the clearing price of
the Company's modified Dutch auction tender offer for its shares in 2019 (2019 Tender Offer). The award vests 50% on each of
November 4, 2022 and November 4, 2023 and expires on November 4, 2024. The award includes a requirement that the CEO
hold any shares acquired upon exercise of this award, net of shares used to cover related taxes, until November 4, 2024 (that is,
for the full term of the award), subject to lapse of the holding period upon a change in control of the Company or due to the
CEO's death or termination due to disability.
Employee stock purchase plan
The Employee Stock Purchase Plan entitles qualifying employees to purchase up to $25 of the Company’s common
stock during each calendar year. The amounts used to purchase stock are accumulated through payroll withholdings or through
optional lump sum payments made in advance of the first day of the purchase right period. This compensatory plan allows
employees to purchase stock for the lesser of 100% of its fair market value on the first day of the purchase right period or 85%
of its fair market value on the last day of the purchase right period. Purchase right periods begin on January 1 and July 1, and
end on December 31. Contributions used to purchase the Company’s common stock under this plan for the 2020, 2019 and
2018 purchase periods were $17,148, $16,569 and $17,398, respectively. Shares purchased pursuant to the plan’s 2020, 2019
and 2018 purchase periods were 222, 315 and 398, respectively. At December 31, 2020, there were 6,189 shares remaining
available for future grants under this plan.
The fair value of participants’ purchase rights was estimated as of the beginning dates of the purchase right periods using
the Black-Scholes-Merton valuation model with the following weighted average assumptions for purchase right periods in
2020, 2019 and 2018, respectively: expected volatility of 40.4%, 28.8% and 24.2%; risk-free interest rates of 1.0%, 2.6% and
1.9%, and no dividends. Using these assumptions, the weighted average estimated per share fair value of each purchase right
was $22.06, $13.80 and $17.45 for 2020, 2019 and 2018, respectively.
Long-term incentive compensation expense and proceeds
For the years ended December 31, 2020, 2019 and 2018, the Company recognized $99,643, $118,513 and $85,759,
respectively, in total LTIP expense, of which $91,458, $63,705 and $73,582, respectively, was stock-based compensation
expense for stock appreciation rights, stock units and discounted employee stock purchase plan purchases, which are primarily
included in general and administrative expenses. The estimated tax benefits recorded for stock-based compensation in 2020,
2019 and 2018 were $11,775, $9,186 and $13,591, respectively. As of December 31, 2020, there was $189,713 of total
estimated but unrecognized stock-based compensation expense under the Company’s equity compensation and employee stock
purchase plans. The Company expects to recognize this expense over a weighted average remaining period of 1.4 years. The
Company no longer has outstanding long-term performance-based cash awards in its principal U.S. dialysis business as the
performance and accrual period for these awards ended December 31, 2019 with a final payout of $66,302 in 2020.
F-38
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
During the year ended December 31, 2018, the Company adopted a retirement policy (Rule of 65 policy). The Rule of 65
policy generally provides that Section 16 officers that are a minimum age of 55 with five years of continuous service with the
Company receive certain benefits with respect to their outstanding equity awards upon a qualifying retirement if the sum of
their age plus years of service is greater than or equal to 65. These benefits generally include accelerated vesting of restricted
stock unit awards, continued vesting of stock-settled stock appreciation rights and performance stock unit awards and an
exercise window for stock-settled stock appreciation rights from the original vest date through the original expiration date
regardless of continued employment, with pro rata vesting for a Rule of 65 retirement within one year of the award grant date.
The adoption of the Rule of 65 policy resulted in a $14,704 modification charge and a net acceleration of expense of $9,727
during the year ended December 31, 2018 that is included in the expense amounts reported above.
For the years ended December 31, 2020, 2019 and 2018, the Company received $8,957, $2,251 and $7,988, respectively,
in actual tax benefits upon the exercise or vesting of stock awards. Since the Company issues stock-settled stock appreciation
rights rather than stock options, there were no cash proceeds from stock option exercises.
19.
Shareholders’ equity
Stock repurchases
The following table summarizes the Company's repurchases of its common stock during the years ended December 31,
2020, 2019 and 2018:
Open market repurchases
Shares
Amounts paid
Average paid per share
Tender offers (1)
Shares
Amounts paid
Average paid per share
Total
Shares
Amounts paid
Average paid per share
2020
2019
2018
8,495
741,850
87.32
7,982
704,917
88.32
16,477
1,446,767
87.80
$
$
$
$
$
$
$
$
$
$
$
$
19,218
1,168,321
60.79
$
$
16,844
1,153,511
68.48
21,802
1,234,154
56.61
41,020
2,402,475
58.57
$
$
16,844
1,153,511
68.48
(1) The aggregate amounts paid for shares repurchased pursuant to the Company's 2020 and 2019 tender offers for its shares during the years ended
December 31, 2020 and 2019, include their clearing prices of $88.00 and $56.50 per share, respectively, plus related fees and expenses of $2,529
and $2,343, respectively.
Subsequent to December 31, 2020 through February 10, 2021, the Company has repurchased 1,063 shares of its common
stock for $123,282 at an average cost of $115.98 per share.
Effective as of the close of business on November 4, 2019, the Board terminated all remaining prior share repurchase
authorizations available to the Company and approved a new share repurchase authorization of $2,000,000.
Effective on December 10, 2020, the Board terminated all remaining prior share repurchase authorizations available to
the Company under the aforementioned November 4, 2019 authorization and approved a new share repurchase authorization of
$2,000,000. The Company is authorized to make purchases from time to time in the open market or in privately negotiated
transactions, including without limitation, through accelerated share repurchase transactions, derivative transactions, tender
offers, Rule 10b5-1 plans or any combination of the foregoing, depending upon market conditions and other considerations.
As of February 10, 2021, the Company has a total of $1,806,674 available under the current repurchase authorization for
additional share repurchases. Although this share repurchase authorization does not have an expiration date, the Company
F-39
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
remains subject to share repurchase limitations, including under the terms of the current senior secured credit facilities and the
indentures governing the Company's senior notes.
The Company retired all shares held in its treasury effective as of December 31, 2020 and December 31, 2019.
Charter documents & Delaware law
The Company’s charter documents include provisions that may deter hostile takeovers, delay or prevent changes of
control or changes in management, or limit the ability of stockholders to approve transactions that they may otherwise
determine to be in their best interests. These include provisions prohibiting stockholders from acting by written consent,
requiring 90 days advance notice for director nominations and stockholder proposals and granting the Company's Board of
Directors the authority to issue up to 5,000 shares of preferred stock and to determine the rights and preferences of the preferred
stock without the need for further stockholder approval.
The Company is also subject to Section 203 of the Delaware General Corporation Law which, subject to exceptions,
prohibits the Company from engaging in any business combinations with any interested stockholder, as defined in that section,
for a period of three years following the date on which that stockholder became an interested stockholder. The provisions
described above may discourage, delay or prevent an acquisition of the Company at a price that stockholders may find
attractive.
Changes in DaVita Inc.’s ownership interests in consolidated subsidiaries
The effects of changes in DaVita Inc.’s ownership interests in consolidated subsidiaries on the Company’s consolidated
equity were as follows:
Net income attributable to DaVita Inc.
$
773,642 $
810,981 $
159,394
Year ended December 31,
2020
2019
2018
Changes in paid-in capital for:
Purchases of noncontrolling interests
Sales of noncontrolling interest
Net transfers in noncontrolling interests
4,364
—
4,364
(37,145)
(17,897)
—
79
(37,145)
(17,818)
Net income attributable to DaVita Inc. net of transfers in
noncontrolling interests
$
778,006 $
773,836 $
141,576
The Company acquired additional ownership interests in several existing majority-owned partnerships for $7,831,
$68,019, and $28,082 in 2020, 2019, and 2018, respectively.
F-40
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
20.
Accumulated other comprehensive (loss) income
Charges and credits to other comprehensive (loss) income have been as follows:
Interest rate
cap agreements
Investment
securities
Foreign currency
translation
adjustments
Accumulated other
comprehensive
(loss) income
Balance at December 31, 2017
Cumulative effect of change in accounting principle(1)
Unrealized losses
Related income tax
Reclassification of income (loss) into net income
Related income tax
$
(12,408) $
(2,706)
5,662 $
(5,662)
(181)
48
(133)
8,466
(2,180)
6,286
—
—
—
—
—
—
19,981 $
—
(45,944)
—
(45,944)
—
—
—
Balance at December 31, 2018
$
(8,961) $
— $
(25,963) $
Unrealized gains (losses)
Related income tax
Reclassification of income into net income
Related income tax
1,566
(415)
1,151
8,591
(2,214)
6,377
—
—
—
—
—
—
(20,102)
—
(20,102)
—
—
—
Balance at December 31, 2019
$
(1,433) $
— $
(46,065) $
Unrealized losses
Related income tax
Reclassification of income into net income
Related income tax
(21,781)
5,435
(16,346)
7,081
(1,768)
5,313
—
—
—
—
—
—
(7,080)
(543)
(7,623)
—
—
—
13,235
(8,368)
(46,125)
48
(46,077)
8,466
(2,180)
6,286
(34,924)
(18,536)
(415)
(18,951)
8,591
(2,214)
6,377
(47,498)
(28,861)
4,892
(23,969)
7,081
(1,768)
5,313
Balance at December 31, 2020
$
(12,466) $
— $
(53,688) $
(66,154)
(1) Reflects the cumulative effect of a change in accounting principle for ASUs 2016-01 and 2018-03 on classification and measurement of
financial instruments and ASU 2018-02 on remeasurement and reclassification of deferred tax effects in accumulated other
comprehensive income associated with the 2017 Tax Act.
The reclassification of net cap realized losses into income are recorded as debt expense in the corresponding consolidated
statements of income. See Note 13 for further details.
21. Acquisitions and divestitures
Routine acquisitions
During 2020, the Company acquired eight dialysis centers in the U.S. and 66 dialysis centers outside the U.S. for a total
of $182,013 in net cash, earn-outs of $14,042 and deferred purchase price and liabilities assumed of $20,415. The Company
also recognized a non-cash gain of $1,821. During 2019, the Company acquired seven dialysis centers in the U.S. and 16
dialysis centers outside the U.S. for a total of $98,836 in net cash, earn-outs of $23,536, and deferred purchase price and
liabilities assumed of $4,326. During 2018, the Company acquired 18 dialysis centers in the U.S. and 28 dialysis centers outside
the U.S. for a total of $176,161 in net cash, earn-outs of $1,246 and deferred purchase price of $34,394. In one of these 2018
transactions the Company acquired a controlling interest in a previously nonconsolidated U.S. dialysis partnership for which the
Company recognized a non-cash gain of $28,152 on its prior interest upon consolidation. The assets and liabilities for all
acquisitions were recorded at their estimated fair values at the dates of the acquisitions and are included in the Company’s
financial statements, as are their operating results, from the designated effective dates of the acquisitions.
F-41
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
The initial purchase price allocations for these transactions have been recorded at estimated fair values based on
information available to management and will be finalized when certain information arranged to be obtained has been received.
For several of the 2020 acquisitions, certain income tax amounts are pending final evaluation and quantification of any pre-
acquisition tax contingencies. In addition, valuation of intangibles, leases and certain other working capital items relating to
several of these acquisitions are pending final quantification.
The following table summarizes the assets acquired and liabilities assumed in these transactions and recognized at their
acquisition dates at estimated fair values, as well as the estimated fair value of noncontrolling interests assumed in these
transactions:
Current assets
Property and equipment
Customer relationships
Noncompetition agreements and other long-term assets
Indefinite-lived licenses
Goodwill
Deferred income taxes
Liabilities assumed
Noncontrolling interests assumed
Year ended December 31,
2020
2019
2018
$
23,607 $
37,457
34,625
10,168
22,136
130,057
(3,962)
(34,068)
(1,729)
218,291 $
$
6,713 $
4,842
—
1,980
31,858
90,226
—
(7,159)
(1,762)
126,698 $
23,686
11,421
—
3,079
23,656
278,348
—
(19,946)
(80,291)
239,953
The following summarizes weighted-average estimated useful lives of amortizable intangible assets acquired during
2020, 2019 and 2018, as well as goodwill deductible for tax purposes associated with these acquisitions:
Weighted-average estimated useful lives:
Customer relationships
Noncompetition agreements
Year ended December 31,
2020
2019
2018
18
5
6
6
Goodwill deductible for tax purposes
$
94,318 $
88,517 $ 165,013
Pro forma financial information (unaudited)
The following summary, prepared on a pro forma basis, combines the results of operations as if all acquisitions within
continuing operations in 2020 and 2019 had been consummated as of the beginning of 2019, including the impact of certain
adjustments such as amortization of intangibles, interest expense on acquisition financing and income tax effects.
Pro forma total revenues
Pro forma net income from continuing operations attributable to
DaVita Inc.
Pro forma basic net income per share from continuing operations
attributable to DaVita Inc.
Pro forma diluted net income per share from continuing operations
attributable to DaVita Inc.
$
$
$
$
Year ended December 31,
2020
2019
(unaudited)
11,636,416 $
11,570,086
789,473 $
718,928
6.59 $
6.44 $
4.69
4.67
F-42
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Sale of RMS Lifeline
The Company divested its vascular access business, RMS Lifeline, Inc., effective May 1, 2020 and recognized a loss on
sale of approximately $16,252.
Contingent earn-out obligations
The Company has several contingent earn-out obligations associated with acquisitions that could result in the Company
paying the former owners of acquired companies a total of up to approximately $42,378 if certain performance targets or
quality margins are met over the next one year to five years.
Contingent earn-out obligations are remeasured to fair value at each reporting date until the contingencies are resolved
with changes in the liability due to the remeasurement recognized in earnings. See Note 24 for further details. As of
December 31, 2020, the Company estimated the fair value of these contingent earn-out obligations to be $30,248, of which a
total of $13,025 is included in other current liabilities, and the remaining $17,223 is included in other long-term liabilities in the
Company’s consolidated balance sheet.
The following is a reconciliation of changes in contingent earn-out liabilities for the years ended December 31, 2020 and
2019:
Beginning balance
Acquisitions
Foreign currency translation
Fair value remeasurements
Payments or other settlements
Ending balance
Year ended December 31,
2020
2019
$
$
24,586 $
14,042
(3,688)
(2,630)
(2,062)
30,248 $
2,608
23,536
(905)
121
(774)
24,586
22. Discontinued operations previously held for sale
DaVita Medical Group (DMG)
On June 19, 2019, the Company completed the sale of its DMG business to Optum, a subsidiary of UnitedHealth Group
Inc., for an aggregate purchase price of $4,340,000, prior to certain closing and post-closing adjustments specified in the related
equity purchase agreement dated as of December 5, 2017, as amended as of September 20, 2018 and as of December 11, 2018
(as amended, the equity purchase agreement).
The Company recorded a preliminary estimated pre-tax net loss of approximately $23,022 on the sale of its DMG
business in 2019. This preliminary net loss was based on initial estimates of the Company's expected aggregate proceeds from
the sale, net of transaction costs and obligations, as well as the estimated values of DMG net assets sold as of the closing date.
Those estimated net proceeds included $4,465,476 in cash received from Optum at closing, or $3,824,509 net of cash and
restricted cash included in the DMG net assets sold.
At close of the DMG sale, the Company's ultimate net sale proceeds remained subject to resolution of certain post-
closing purchase price adjustments described in the equity purchase agreement. In the fourth quarter of 2020, the Company and
Optum reached agreement on the final purchase price for the DMG sale, which resulted in an additional payment by the
Company to Optum of $47,000 and an additional loss on sale of $17,976. In the first quarter of 2020, the Company recognized
$9,980 in additional tax benefits under the Coronavirus Aid, Relief and Economic Security Act related to its period of DMG
ownership, which were also recognized as an adjustment to the Company's loss on sale of the DMG business.
Under the equity purchase agreement, the Company also has certain continuing indemnification obligations that could
require payments to the buyer relating to the Company's previous ownership and operation of the DMG business. Potential
payments under these provisions, if any, remain subject to continuing uncertainties and the amounts of such payments could be
significant to the Company.
F-43
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
The following table presents the financial results of discontinued operations related to DMG:
Net revenues
Expenses
Goodwill and other asset impairment charges
Valuation adjustment on disposal group
Income (loss) from discontinued operations before taxes
Loss on sale of discontinued operations before taxes
Income tax expense
Year ended December 31,
2020
2019
2018
$
— $ 2,713,059 $ 4,963,792
—
—
—
—
2,543,865
4,962,686
—
—
41,537
316,840
169,194
(357,271)
(7,996)
(23,022)
—
1,657
40,689
99,768
Net (loss) income from discontinued operations, net of tax
$
(9,653) $
105,483 $
(457,038)
The following table presents cash flows of discontinued operations related to DMG:
Net cash provided by operating activities from discontinued operations
Net cash used in investing activities from discontinued operations
DMG acquisitions
Year ended December 31,
2020
2019
2018
$
$
— $
99,634 $
290,684
— $
(43,442) $
(57,382)
During the period from January 1, 2019 to June 18, 2019 immediately prior to the sale, the DMG business acquired two
medical businesses for a total of $2,025 in net cash and deferred purchase price of $212. During 2018, the DMG business
acquired other medical businesses for a total of $6,995 in net cash and deferred purchase price of $1,142.
23. Variable interest entities
The Company manages or maintains an ownership interest in certain legal entities subject to the consolidation guidance
applicable to variable interest entities (VIEs). Almost all of these legal entities are either U.S. dialysis partnerships encumbered
by guaranteed debt, U.S. dialysis limited partnerships, or other legal entities subject to nominee ownership arrangements.
Under U.S. GAAP, VIEs typically include entities for which (i) the entity’s equity is not sufficient to finance its
activities without additional subordinated financial support; (ii) the equity holders as a group lack the power to direct the
activities that most significantly influence the entity’s economic performance, the obligation to absorb the entity’s expected
losses, or the right to receive the entity’s expected returns; or (iii) the voting rights of some investors are not proportional to
their obligations to absorb the entity’s losses.
The substantial majority of VIEs the Company is associated with are U.S. dialysis partnerships which the Company
manages and in which it maintains a controlling majority ownership interest. These U.S. dialysis partnerships are considered
VIEs either because they are (i) encumbered by debt guaranteed proportionately by the partners that is considered necessary to
finance the partnership's activities, or (ii) in the form of limited partnerships for which the limited partners are not considered to
have substantive kick-out or participating rights. The Company consolidates virtually all such U.S. dialysis partnerships.
The Company also relies on the operating activities of certain legal entities in which it does not maintain a controlling
ownership interest but over which it has indirect influence and of which it is considered the primary beneficiary. These entities
are typically subject to nominee ownership and transfer restriction agreements that effectively transfer the majority of the
economic risks and rewards of their ownership to the Company. The Company’s management, restriction and other agreements
concerning such nominee-owned entities typically include both financial terms and protective and participating rights to the
entities’ operating, strategic and non-clinical governance decisions which transfer substantial powers over and economic
responsibility for these entities to the Company. The Company consolidates all of the nominee-owned entities with which it is
most closely associated.
At December 31, 2020, these consolidated financial statements include total assets of VIEs above of $310,190 and total
liabilities and noncontrolling interests of these VIEs to third parties of $216,632.
F-44
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
The Company also sponsors certain non-qualified deferred compensation plans whose trusts qualify as VIEs and the
Company consolidates these plans as their primary beneficiary. The assets of these plans are recorded in short-term or long-
term investments with related liabilities recorded in accrued compensation and benefits and other long-term liabilities. See Note
15 for disclosures concerning the assets of these consolidated non-qualified deferred compensation plans.
24. Fair values of financial instruments
The Company measures the fair value of certain assets, liabilities, and noncontrolling interests subject to put provisions
(redeemable equity interests classified as temporary equity) based upon certain valuation techniques that include observable or
unobservable inputs and assumptions that market participants would use in pricing these assets, liabilities, temporary equity and
commitments. The Company has also classified assets, liabilities and temporary equity that are measured at fair value on a
recurring basis into the appropriate fair value hierarchy levels as defined by the FASB.
The following table summarizes the Company’s assets, liabilities and temporary equity measured at fair value on a
recurring basis as of December 31, 2020 and 2019:
December 31, 2020
Assets
Investments in equity securities
Interest rate cap agreements
Liabilities
Contingent earn-out obligations
Temporary equity
Quoted prices in
active markets for
identical assets
(Level 1)
Significant other
observable inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Total
$
$
$
44,077 $
2,671 $
44,077 $
— $
— $
2,671 $
—
—
30,248 $
— $
— $
30,248
Noncontrolling interests subject to put provisions
$
1,330,028 $
— $
— $
1,330,028
December 31, 2019
Assets
Investments in equity securities
Interest rate cap agreements
Liabilities
Contingent earn-out obligations
Temporary equity
$
$
$
39,951 $
24,452 $
39,951 $
— $
— $
24,452 $
—
—
24,586 $
— $
— $
24,586
Noncontrolling interests subject to put provisions
$
1,180,376 $
— $
— $
1,180,376
For reconciliations of changes in contingent earn-out obligations and noncontrolling interests subject to put provisions
during the year ended at December 31, 2020 and 2019, see Note 21 and the consolidated statement of equity, respectively.
Investments in equity securities represent investments in various open-ended registered investment companies (mutual
funds) and common stock and are recorded at fair value estimated based on reported market prices or redemption prices, as
applicable. See Note 5 for further discussion.
Interest rate cap agreements are recorded at fair value estimated from valuation models utilizing the income approach
and commonly accepted valuation techniques that use inputs from closing prices for similar assets and liabilities in active
markets as well as other relevant observable market inputs at quoted intervals such as current interest rates, forward yield
curves, implied volatility and credit default swap pricing. The Company does not believe the ultimate amount that could be
realized upon settlement of these interest rate cap agreements would be materially different from the fair value estimates
currently reported. See Note 13 for further discussion.
The estimated fair value measurements of contingent earn-out obligations are primarily based on unobservable inputs,
including projected earnings before interest, taxes, depreciation, and amortization (EBITDA) and revenue. The estimated fair
value of these contingent earn-out obligations is remeasured as of each reporting date and could fluctuate based upon any
significant changes in key assumptions, such as changes in the Company credit risk adjusted rate that is used to discount
obligations to present value. See Note 21 for further discussion.
F-45
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
The estimated fair value of noncontrolling interests subject to put provisions is based principally on the higher of either
estimated liquidation value of net assets or a multiple of earnings for each subject dialysis partnership, based on historical
earnings, revenue mix, and other performance indicators that can affect future results. The multiples used for these valuations
are derived from observed ownership transactions for dialysis businesses between unrelated parties in the U.S. in recent years,
and the specific valuation multiple applied to each dialysis partnership is principally determined by its recent and expected
revenue mix and contribution margin. As of December 31, 2020, an increase or decrease in the weighted average multiple used
in these valuations of one times EBITDA would change the estimated fair value of these noncontrolling interests by
approximately $160,000. See Note 17 for a discussion of the Company’s methodology for estimating the fair values of
noncontrolling interests subject to put obligations.
The Company's fair value estimates for its senior secured credit facilities and senior notes are based upon quoted bid and
ask prices for these instruments, typically a level 2 input. See Note 13 for further discussion of the Company's debt.
Other financial instruments consist primarily of cash and cash equivalents, restricted cash and cash equivalents, accounts
receivable, accounts payable, other accrued liabilities, lease liabilities and debt. The balances of financial instruments other than
debt and lease liabilities are presented in the consolidated financial statements at December 31, 2020 and 2019 at their
approximate fair values due to the short-term nature of their settlements.
25.
Segment reporting
The Company's operations are comprised of its U.S. dialysis and related lab services business (its U.S. dialysis business),
its various ancillary services and strategic initiatives, including its international operations (collectively, its ancillary services),
and its corporate administrative support. See Note 1 "Organization" for a summary description of the Company's businesses.
On June 19, 2019, the Company completed the sale of its DMG business to Optum. As a result of this transaction,
DMG's results of operations have been reported as discontinued operations for all periods presented.
The Company’s operating segments have been defined based on the separate financial information that is regularly
produced and reviewed by the Company’s chief operating decision maker in making decisions about allocating resources to and
assessing the financial performance of the Company’s various operating lines of business. The chief operating decision maker
for the Company is its Chief Executive Officer.
The Company’s separate operating segments include its U.S. dialysis and related lab services business, each of its
ancillary services and strategic initiatives, its kidney care operations in each foreign sovereign jurisdiction, its other health
operations in each foreign sovereign jurisdiction, and its equity method investment in the APAC joint venture. The U.S. dialysis
and related lab services business qualifies as a separately reportable segment, and all other ancillary services and strategic
initiatives operating segments, including the international operating segments, have been combined and disclosed in the other
segments category.
The Company’s operating segment financial information included in this report is prepared on the internal management
reporting basis that the chief operating decision maker uses to allocate resources and assess the financial performance of the
Company's operating segments. For internal management reporting, segment operations include direct segment operating
expenses but generally exclude corporate administrative support costs, which consist primarily of indirect labor, benefits and
long-term incentive compensation expenses of certain departments which provide support to all of the Company’s various
operating lines of business, except to the extent that such costs are charged to and borne by certain ancillary services and
strategic initiatives via internal management fees. These corporate administrative support costs are reduced by internal
management fees received from the Company’s ancillary lines of business.
F-46
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
The following is a summary of segment revenues, segment operating margin (loss), and a reconciliation of segment
operating margin to consolidated income from continuing operations before income taxes:
Segment revenues:
U.S. dialysis
Patient service revenues:
External sources
Intersegment revenues
U.S. dialysis revenues before provision
Provision for uncollectible accounts
U.S. dialysis patient service revenues
Other revenues(1)
External sources
Intersegment revenues
Total U.S. dialysis revenues
Other - Ancillary services
Net patient service revenues
Other external sources
Intersegment revenues
Total ancillary services
Total net segment revenues
Elimination of intersegment revenues
Consolidated revenues
Segment operating margin (loss):
U.S. dialysis
Other - Ancillary services(2)
Total segment margin
Reconciliation of segment operating margin to consolidated income from
continuing operations before income taxes:
Corporate administrative support
Consolidated operating income
Debt expense
Debt prepayment, refinancing and redemption charges
Other income
Year ended December 31,
2020
2019
2018
$ 10,488,731 $ 10,421,401 $ 10,274,046
144,091
131,199
92,950
10,632,822
10,552,600
10,366,996
(13,458)
(21,715)
(50,927)
10,619,364
10,530,885
10,316,069
39,376
1,195
30,895
1,126
19,880
—
$ 10,659,935 $ 10,562,906 $ 10,335,949
550,978
484,977
16,743
497,021
460,877
14,030
437,275
724,577
34,236
1,052,698
971,928
1,196,088
11,712,633
11,534,834
11,532,037
(162,029)
(146,355)
(127,186)
$ 11,550,604 $ 11,388,479 $ 11,404,851
$ 1,917,604 $ 1,924,826 $ 1,709,721
(76,261)
(189,174)
(93,789)
1,841,343
1,735,652
1,615,932
(146,707)
1,694,636
(92,335)
1,643,317
(90,108)
1,525,824
(304,111)
(443,824)
(487,435)
(89,022)
(33,402)
16,759
29,348
—
10,089
Income from continuing operations before income taxes
$ 1,318,262 $ 1,195,439 $ 1,048,478
-
(1)
Includes management fee revenues from providing management and administrative services to dialysis ventures in which the Company
owns a noncontrolling interest or which are wholly-owned by third parties.
(2)
Includes equity investment income of $5,866, $9,366, and $24,866 in 2020, 2019 and 2018, respectively.
F-47
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
Depreciation and amortization expense by reportable segment was as follows:
U.S. dialysis
Other - Ancillary services
Year ended December 31,
2020
594,552 $
35,883
630,435 $
2019
583,454 $
31,698
615,152 $
2018
558,810
32,225
591,035
$
$
Summary of assets by reportable segment was as follows:
Segment assets
U.S. dialysis(1)
Other - Ancillary services(2)
Consolidated assets
Year ended December 31,
2020
2019
$ 15,344,647 $ 15,778,880
1,532,514
$ 16,988,516 $ 17,311,394
1,643,869
(1)
(2)
Includes equity method and other investments of $122,974 and $124,188 in 2020 and 2019, respectively.
Includes equity method and other investments of $134,517 and 117,795 in 2020 and 2019, respectively and includes
approximately $181,137 and $154,572 in 2020 and 2019, respectively, of net property and equipment related to the Company’s
international operations.
Expenditures for property and equipment by reportable segment were as follows:
U.S. dialysis
Other - Ancillary services
DMG - Discontinued operations
Year ended December 31,
2020
646,870 $
27,671
—
674,541 $
2019
681,339 $
46,741
38,466
766,546 $
2018
856,108
45,806
85,224
987,138
$
26.
Supplemental cash flow information
The table below provides supplemental cash flow information:
Cash paid:
Income taxes, net
Interest
Non-cash investing and financing activities:
Fixed assets under financing lease obligations
Year ended December 31,
2020
2019
2018
$
$
$
154,850 $
326,165 $
157,983 $
473,176 $
92,526
488,974
22,042 $
18,953 $
8,828
F-48
DAVITA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(dollars and shares in thousands, except per share data)
27.
Selected quarterly financial data (unaudited)
2020
Total revenues
Operating income
Attributable to DaVita Inc.:
Net income from continuing operations(1)
Net (loss) income from discontinued operations
Net income
Per share attributable to DaVita Inc.:
Basic net income from continuing operations
Basic net (loss) income from discontinued operations
Basic net income
Diluted net income from continuing operations
Diluted net (loss) income from discontinued operations
Diluted net income
2019
Total revenues
Operating income
Attributable to DaVita Inc.:
Net income from continuing operations(1)
Net (loss) income from discontinued operations
Net income
Per share attributable to DaVita Inc.:
Basic net income from continuing operations
Basic net income (loss) from discontinued operations
Basic net income
Diluted net income from continuing operations
Diluted net income (loss) from discontinued operations
Diluted net income
December 31,
September 30,
June 30,
March 31,
$ 2,905,322 $ 2,924,066 $ 2,879,979 $ 2,841,237
$
$
$
$
$
$
$
381,671 $
437,669 $
409,920 $
465,376
193,406 $
158,674 $
201,602 $
229,613
(19,633)
—
—
9,980
173,773 $
158,674 $
201,602 $
239,593
1.73 $
(0.17)
1.56 $
1.67 $
(0.17)
1.50 $
1.31 $
1.65 $
—
1.31 $
1.28 $
—
1.28 $
—
1.65 $
1.62 $
—
1.62 $
1.84
0.08
1.92
1.81
0.08
1.89
$ 2,898,584 $ 2,904,078 $ 2,842,705 $ 2,743,112
$
$
$
$
$
$
$
462,588 $
378,336 $
461,886 $
340,507
242,242 $
150,113 $
194,223 $
120,254
2,629
(6,843)
79,328
29,035
244,871 $
143,270 $
273,551 $
149,289
1.87 $
0.02
1.89 $
1.86 $
0.02
1.88 $
1.00 $
(0.05)
0.95 $
0.99 $
(0.04)
0.95 $
1.17 $
0.47
1.64 $
1.16 $
0.48
1.64 $
0.72
0.18
0.90
0.72
0.18
0.90
(1) The following table summarizes impairment charges, loss on changes in ownership interest, and a legal settlement included in operating
expenses and charges in 2020 and 2019 by quarter:
Quarter ended
Quarter ended
December 31,
2020
September 30,
2020
June 30,
2020
March 31,
2020
December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
$
83,855
$ 41,037
Certain operating expenses
and charges:
Impairment charges
Loss on changes in
ownership interest, net
Accruals for legal matters
$ 16,252
$ 35,000
F-49
(This page intentionally left blank.)
2.1
2.2
2.3
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
EXHIBIT INDEX
Equity Purchase Agreement, dated as of December 5, 2017, by and among DaVita Inc., Collaborative Care
Holdings, LLC, and solely with respect to Section 9.3 and Section 9.18 thereto, UnitedHealth Group
Incorporated.(2)
Amendment No. 1 dated as of September 20, 2018, to that certain Equity Purchase Agreement, dated as of
December 5, 2017, by and among DaVita, Inc., a Delaware corporation, Collaborative Care Holdings, LLC,
a Delaware limited liability company and a wholly owned subsidiary of Optum, Inc., and solely with respect
to Section 9.3 and Section 9.18 thereto, UnitedHealth Group Incorporated, a Delaware corporation.(22)
Second Amendment to Equity Purchase Agreement by and between DaVita, Inc., a Delaware corporation,
and Collaborative Care Holdings, LLC, a Delaware limited liability company, dated as of December 11,
2018, amending that certain Equity Purchase Agreement, dated as of December 5, 2017, by and among
DaVita, Inc., Collaborative Care Holdings, LLC, and, solely with respect to Section 9.3 and Section 9.18
thereto, UnitedHealth Group Incorporated (as previously amended).(11)
Restated Certificate of Incorporation of DaVita Inc., as filed with the Secretary of State of Delaware on
November 1, 2016.(1)
Amended and Restated Bylaws for DaVita Inc. dated as of December 10, 2020.(33)
Indenture for the 4.625% Senior Notes due 2030, dated as of June 9, 2020, by and among DaVita Inc., the
subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
(20)
Form of 4.625% Senior Notes due 2030 and related Guarantee (included in Exhibit 4.1).(20)
Indenture for the 3.750% Senior Notes due 2031, dated August 11, 2020, by and among DaVita Inc., the
subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
(17)
Form of 3.750% Senior Notes due 2031 and related Guarantee (included in Exhibit 4.3).(17)
Description of Securities.(28)
Sourcing and Supply Agreement between DaVita Inc. and Amgen USA Inc. effective as of January 6, 2017.
(5)**
Credit Agreement, dated August 12, 2019, by and among DaVita Inc., certain subsidiary guarantors party
thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank,
N.A. and MUFG Bank Ltd., as co-syndication agents, Bank of America, N.A., Barclays Bank PLC, Credit
Suisse Loan Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and Suntrust
Bank, as co-documentation agents, and Wells Fargo Bank, National Association, as administrative agent,
collateral agent and swingline lender.(24)
First Amendment, dated as of February 13, 2020, to that certain Credit Agreement, dated as of August 12,
2019, by and among DaVita Inc., certain subsidiary guarantors party thereto, the lenders party thereto, and
Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender.(28)
Employment Agreement, effective July 25, 2008, between DaVita Inc. and Kent J. Thiry.(12)*
Amendment to Employment Agreement, effective December 31, 2014, by and between DaVita Inc. and
Kent. J. Thiry.(3)*
Amendment Number Two to Employment Agreement, effective August 20, 2018, by and between DaVita
Inc. and Kent J. Thiry.(23)*
Page 1 of 5
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
Executive Chairman Agreement between Kent J. Thiry and DaVita, Inc., dated as of April 29, 2019.(13)*
Restricted Stock Units Agreement, effective as of May 15, 2019, by and between DaVita Inc. and Kent
Thiry.(25)*
Performance Stock Units Agreement, effective as of May 15, 2019, by and between DaVita Inc. and Kent
Thiry.(25)*
Employment Agreement, dated as of April 29, 2019, by and between Javier J. Rodriguez and DaVita Inc.
(13)*
Stock Appreciation Rights Agreement, effective November 4, 2019, by and between Javier J. Rodriguez and
DaVita Inc.(27)*
Employment Agreement, effective February 21, 2017, by and between DaVita Inc. and Joel Ackerman.(8)*
Employment Agreement, effective April 27, 2016, by and between DaVita HealthCare Partners Inc. and
Kathleen A. Waters.(5)*
Employment Agreement, effective September 22, 2005, by and between DaVita Inc. and James Hilger.(7)*
Amendment to Mr. Hilger’s Employment Agreement, effective December 12, 2008.(15)*
Second Amendment to Mr. Hilger’s Employment Agreement, effective December 27, 2012.(18)*
Third Amendment to Employment Agreement, effective December 31, 2014, by and between DaVita Inc.
and James Hilger.(3)*
Transition Agreement, dated as of July 31, 2018, by and between DaVita Inc. and James Hilger.(21)*
Employment Agreement, effective April 29, 2015, by and between DaVita HealthCare Partners Inc. and
Michael Staffieri.(28)*
Amendment to Stock Appreciation Rights Agreements, effective June 11, 2020, by and between DaVita Inc.
and William L. Roper, M.D.(30)*
Transition Agreement, dated October 1, 2020, by and between DaVita Inc. and LeAnne Zumwalt.(32)*
Form of Indemnity Agreement.(10)*
Form of Indemnity Agreement.(6)*
DaVita Deferred Compensation Plan.(8)*
DaVita Voluntary Deferral Plan.(4)*
Deferred Bonus Plan (Prosperity Plan).(14)*
Amendment No. 1 to Deferred Bonus Plan (Prosperity Plan).(15)*
Amended and Restated Employee Stock Purchase Plan.(26)*
DaVita Inc. Severance Plan for Directors and Above.(3)*
Page 2 of 5
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
DaVita Inc. Non-Employee Director Compensation Policy.(16)*
Amended and Restated DaVita Inc. 2011 Incentive Award Plan.(9)*
Amendment No. 1 to the Amended and Restated DaVita Inc. 2011 Incentive Award Plan.(27)*
DaVita Inc. 2020 Incentive Award Plan.(29)*
DaVita Inc. Rule of 65 Policy, adopted on August 19, 2018.(23)*
Form of Stock Appreciation Rights Agreement-Board members (DaVita Inc. 2011 Incentive Award Plan).
(21)*
Form of Stock Appreciation Rights Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(18)*
Form of Restricted Stock Units Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(19)*
Form of Long-Term Incentive Program Award Agreement (For 162(m) designated teammates) (DaVita Inc.
2011 Incentive Award Plan).(18)*
Form of Long-Term Incentive Program Award Agreement (DaVita Inc. 2011 Incentive Award Plan).(18)*
Form of Restricted Stock Units Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(25)*
Form of Performance Stock Units Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(25)*
Form of Stock Appreciation Rights Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(25)*
Form of Restricted Stock Units Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(25)*
Form of Performance Stock Units Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(25)*
Form of Stock Appreciation Rights Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(25)*
Form of Stock Appreciation Rights Agreement (DaVita Inc. 2020 Incentive Award Plan).(31)*
Form of Performance-Based Restricted Stock Unit Agreement (DaVita Inc. 2020 Incentive Award Plan).
(31)*
10.48
Form of Restricted Stock Unit Agreement (DaVita Inc. 2020 Incentive Award Plan).(31)*
21.1
23.1
24.1
31.1
31.2
List of our subsidiaries.ü
Consent of KPMG LLP, independent registered public accounting firm.ü
Powers of Attorney with respect to DaVita. (Included on Page S-1).
Certification of the Chief Executive Officer, dated February 12, 2021, pursuant to Rule 13a-14(a) or
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.ü
Certification of the Chief Financial Officer, dated February 12, 2021, pursuant to Rule 13a-14(a) or
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.ü
Page 3 of 5
32.1
32.2
Certification of the Chief Executive Officer, dated February 12, 2021, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.ü
Certification of the Chief Financial Officer, dated February 12, 2021, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.ü
101.INS
XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.ü
101.SCH
Inline XBRL Taxonomy Extension Schema Document.ü
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.ü
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.ü
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.ü
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.ü
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).ü
ü
*
**
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
Included in this filing.
Management contract or executive compensation plan or arrangement.
Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately
with the SEC.
Filed on November 2, 2016 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016.
Filed on December 6, 2017 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on February 22, 2019 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December
31, 2018.
Filed on November 8, 2005 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005.
Filed on May 2, 2017 as an exhibit to the Company’s Quarterly Report on 10-Q for the quarter ended March 31, 2017.
Filed on March 3, 2005 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31,
2004.
Filed on August 7, 2006 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30,
2006.
Filed on February 24, 2017 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December
31, 2016.
Filed on April 28, 2014 as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A.
Filed on December 20, 2006 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on December 17, 2018 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on July 31, 2008 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on April 29, 2019 as an exhibit to the Company's Current Report on Form 8-K.
Filed on February 29, 2008 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December
31, 2007.
Filed on February 27, 2009 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December
31, 2008.
Filed on May 5, 2020 as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2020.
Filed on August 11, 2020 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on March 1, 2013 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31,
2012.
Page 4 of 5
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
Filed on August 4, 2011 as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2011.
Filed on June 9, 2020 as an exhibit to the Company's Current Report on Form 8-K.
Filed on August 1, 2018 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2018.
Filed on September 24, 2018 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on August 23, 2018 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on August 14, 2019 as an exhibit to the Company’s Current Report on Form 8-K.
Filed on July 22, 2019 as an exhibit to the Company’s Tender Offer Statement on Schedule TO-I.
Filed on May 10, 2016 as an appendix to the Company's Proxy Statement on DEF 14A.
Filed on December 6, 2019 as an appendix to the Company's Proxy Statement on DEF 14A.
Filed on February 21, 2020 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December
31, 2019.
Filed on April 27, 2020 as an appendix to the Company's Proxy Statement on DEF 14A.
Filed on July 30, 2020 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2020.
Filed on August 17, 2020 as an exhibit to the Company’s Tender Offer Statement on Schedule TO-I.
Filed on October 29, 2020 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2020.
Filed on December 10, 2020 as an exhibit to the Company’s Current Report on Form 8-K.
Page 5 of 5
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this
Annual Report on Form 10-K to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on February 12, 2021.
SIGNATURES
DAVITA INC.
By:
/S/ JAVIER J. RODRIGUEZ
Javier J. Rodriguez
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints
Javier J. Rodriguez, Joel Ackerman, and Kathleen Waters, and each of them his or her true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
S-1
Signature
Title
Date
/S/ JAVIER J. RODRIGUEZ
Javier J. Rodriguez
Chief Executive Officer and Director
(Principal Executive Officer)
/S/ JOEL ACKERMAN
Joel Ackerman
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/S/ JOHN D. WINSTEL
John D. Winstel
Chief Accounting Officer
(Principal Accounting Officer)
/S/ PAMELA M. ARWAY
Pamela M. Arway
/S/ CHARLES G. BERG
Charles G. Berg
/S/ BARBARA J. DESOER
Barbara J. Desoer
/S/ PAUL J. DIAZ
Paul J. Diaz
/S/ SHAWN M. GUERTIN
Shawn M. Guertin
/S/ JOHN M. NEHRA
John M. Nehra
/S/ PAULA A. PRICE
Paula A. Price
/S/ PHYLLIS R. YALE
Phyllis R. Yale
Director
Director
Director
Director
Director
Director
Director
Director
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
S-2
DAVITA INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Description
Allowance for uncollectible accounts:
Year ended December 31, 2020
Year ended December 31, 2019
Year ended December 31, 2018
Balance at
beginning of
year
Acquisitions
Amounts
charged to
income
Amounts
written off
Balance
at end of
year
(dollars in thousands)
$
8,328 $
$ 52,924 $
$ 218,399 $
—
— $ 13,458 $ 21,786 $
— $ 21,715 $ 66,311 $
8,328
— $ 42,287 $ 207,762 $ 52,924
S-3
(This page intentionally left blank.)
STOCK PRICE PERFORMANCE
The following graph shows a comparison of our cumulative total returns, the Standard & Poor’s 500 Stock
Index and the S&P 500 Health Care Index. The graph assumes that the value of an investment in our common stock
and in each such index was $100.00 on December 31, 2014 and that all dividends have been reinvested.
The comparison in the graph below is based solely on historical data and is not intended to forecast the
possible future performance of our common stock.
COMPARISON OF FIVE-YEAR CUMULATIVE
TOTAL RETURN AMONG DAVITA INC.,
S&P 500 STOCK INDEX, S&P 500 HEALTH CARE INDEX
DaVita Inc.
S&P 500 Stock Index
S&P 500 Health Care Index
$300
$200
$100
$0
12/31/15
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
DaVita Inc.
S&P 500 Stock Index
12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20
$100.0
$92.1
$103.6
$73.8
$107.6
$168.4
$100.0
$112.0
$136.4
$130.4
$171.5
$203.0
S&P 500 Health Care Index
$100.0
$97.3
$118.8
$126.5
$152.8
$173.4
EXECUTIVE OFFICERS*
Javier J. Rodriguez
Chief Executive Officer
Joel Ackerman
Chief Financial Officer and
Treasurer
John D. Winstel
Chief Accounting Officer
Kathleen A. Waters
Chief Legal Officer
James O. Hearty
Chief Compliance Officer
Michael D. Staffieri
Chief Operating Officer,
DaVita Kidney Care
CORPORATE INFOR MATION
World Headquarters
DaVita I nc.
2000 16th St.
Denver, CO 8 0202
Tel (720) 631-2100/(888) 48 4-7505
DaVita.co m
Independent Registered
Public Accounting Firm
KPMG LL P
Seattle, Washing ton
Stock Registrar and Transfer Agent
Computersh are
P.O. Box 505000
Louisville, KY 40 233
Toll Free Number (877) 889-2012
Hearing Impaired (800) 490-1493
www.computershare.com /investor
Annual Meeting of Stockh olders
Thursday, June 10, 2021
Live Audio Webcast available at:
www.virtualshareholdermeeting.com/DVA2021
Common Stock Listing
New York Stock Exchange
NYSE Symbol: DVA
Form 10-K Req uest
For a free copy of DaVita’s Annual Report on
Form 10-K for the year ended
December 31, 2020, please send a written
request to Jim Gustafson, Vice President of
Investor Relations, at DaVita’s corporate
addres s.
Corporate Governance Guidelines, Code of
Ethics, DaVita Code of Conduct and Board
Committee Charters are locate d at DaVita.com
BOARD OF DIRECTORS *
Pamela M. Arway
Chair of Board of Directors
Former President
American Express International, Inc.,
Japan, Asia-Pacific and Australia region
Charles G. Berg
Former Executive Chair
DaVita Medical Group
Barbara J. Desoer
Former Chief Executive Officer
Citibank, N
.A.
Paul J. Diaz
President and Chief Executive Officer
Myriad Genetics, Inc.
Shawn M. Guertin
Former Executive Vice President, Chief
Financial Officer and Chief Enterprise
Risk Officer
Aetna, Inc.
John M. Nehra
Former General Partner
New Enterprise Associates
Paula A. Price
Former Executive Vice President and
Chief Financial Officer
Macy’s Inc.
Javier J. Rodriguez
Chief Executive Officer
DaVita Inc.
Phyllis R. Yale
Advisory Partner
Bain & Company, Inc.
*As of April 23, 2021
WORLD HEADQUARTERS
DaVita
2000 16th St.
Denver, CO 80202
Phone: (720) 631-2100
info@davita.com
D A V I T A . C O M
© 2021 DaVita Inc. The information contained herein is subject to change without notice.