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美国
证券交易委员会
华盛顿特区20549
表格 10-Q
☒根据1934年证券交易法第13或15(d)条款的季度报告。
截止至本季度结束 2024年9月30日
或
☐根据1934年证券交易法第13或15(d)条款的过渡报告
转型期间从_____________到_____________
委员会档案编号： 1-14106
logoa33.jpg
Other (specify below)
特拉华州 51-0354549
（公司注册地） （联邦税号）
2000 16号街
丹佛，CO80202
电话号码 (720) 631-2100
在法案第12(b)条的规定下注册的证券：
每类股票名称: 交易符号：注册交易所的名称：
普通股，每股0.001美元面值 DVANYSE
请在复选框中表示，申报人（1）在过去12个月内（或申报人需要提交此类报告的较短期限）已提交所有应按照1934年证券交易法第13或15(d)条提交的报告，和（2）在过去90天内一直受到该提交要求的限制。是  ☒    否  ☐
请在勾选符号上注明，是否在过去的12个月内（或更短的时间内，如果注册人需提交此类文件），根据Regulation S-t第405条规定向本章第232.405条提交所需提交的每个交互式资料档案。是☒ 否 ☐
勾选选框表示登记者是否为大型迅速归档人、迅速归档人、非迅速归档人、较小的报告公司或新兴成长公司。请参见《交易所法》第120亿2条中有关"大型迅速归档人"、"迅速归档人"、"较小的报告公司" 和"新兴成长公司" 的定义。
大型加速归档人☒加速档案提交者☐
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截至2024年10月25日，公司已发行的普通股数量约为 82.0 百万股。


Other (specify below)
指数

   页码。
  第一部分. 财务资讯 
    
项目 1。  
  
  
  
  
  
  
项目2。 
第3项目。 
项目 4。 
    
  第二部分。其他资讯 
项目 1。 
第1项事项 
项目2。 
第3项目。
项目 4。
项目5。
第六项。 
  
    

i


Other (specify below)
综合损益表
（未经审计）
(以千美元和千股为单位，除每股数据外)


截至9月30日的三个月内，截至九月三十日止九个月，
 2024202320242023
透析患者服务收入$3,138,561 $2,951,950 $9,141,195 $8,602,669 
其他收入125,029 169,382 379,672 391,731 
总收益3,263,590 3,121,332 9,520,867 8,994,400 
营业费用：    
病人护理成本2,151,875 2,067,315 6,373,150 6,181,348 
总务与行政393,534 376,883 1,123,859 1,072,513 
折旧与摊提187,014 188,423 549,758 550,166 
净权益投资收益(3,711)(7,228)(15,874)(22,502)
拥有权益变动收益— — (35,147)— 
营业费用总计2,728,712 2,625,393 7,995,746 7,781,525 
营收534,878 495,939 1,525,121 1,212,875 
债务费用(134,583)(98,080)(331,748)(302,361)
债务预付、清偿和修改成本(10,081)— (19,813)(7,962)
其他损失，净额(16,780)(19,650)(56,900)(14,525)
税前收入373,434 378,209 1,116,660 888,027 
所得税支出77,674 68,848 215,168 161,621 
净利润295,760 309,361 901,492 726,406 
减：非控制权益所享有之净利润(81,072)(62,729)(224,479)(185,536)
净利润归属于davita inc。$214,688 $246,632 $677,013 $540,870 
每股收益归属于davita inc：  
基本净利润$2.56 $2.70 $7.86 $5.95 
稀释后的净利润$2.50 $2.62 $7.66 $5.80 
每股盈利的加权平均股份：
基本股份83,721 91,322 86,123 90,937 
稀释后股份85,795 94,041 88,422 93,317 
请参阅基本报表摘要中的注释。
1

/s/ Samantha Caldwell
综合收益陈述
（未经审计）
（以千美元计）
截至9月30日的三个月内，截至九月三十日止九个月，
 2024202320242023
净利润$295,760 $309,361 $901,492 $726,406 
其他综合损益（税后净额）：  
利率上限协议的未实现损失（收益）：  
未实现（损失）盈利(21,576)6,996 (2,340)28,305 
将净实现收益重新分类为净利润(1,870)(21,198)(45,539)(55,895)
外币兑换的未实现收益（亏损）：56,202 (47,644)(62,371)27,878 
其他全面收益（损失）32,756 (61,846)(110,250)288 
累计综合收益328,516 247,515 791,242 726,694 
减：其他不属于母公司股东应占的全面收益(81,072)(62,729)(224,479)(185,536)
归属于davita inc的综合收益$247,444 $184,786 $566,763 $541,158 
参阅总体财务报表附注。

2

Other (specify below)
合并资产负债表
（未经审计）
(以千美元和千股为单位，除每股数据外)
2024年9月30日2023年12月31日
资产  
现金及现金等价物$1,070,775 $380,063 
受限现金及等价物87,869 84,571 
短期投资20,996 11,610 
应收帐款2,267,365 1,986,856 
存货128,999 143,105 
其他应收款项359,485 422,669 
预付及其他流动资产96,989 102,645 
应付所得税款项4,522 6,387 
全部流动资产4,037,000 3,137,906 
物业及设备，扣除累计折旧$6,174,254 15.15,759,514，分别为
2,939,620 3,073,533 
营运租赁权使用资产2,418,350 2,501,364 
净无形资产，扣除摊销共 $29,374 15.138,445，分别为
197,854 203,224 
权益法和其他投资430,483 545,848 
长期投资33,844 47,890 
其他长期资产218,956 271,253 
商誉7,227,630 7,112,560 
 $17,503,737 $16,893,578 
负债和权益  
应付账款$488,244 $514,533 
其他负债927,530 828,878 
应计的薪资和福利费用806,149 752,598 
营运租赁负债的流动部分404,540 394,399 
长期债务的当期偿还296,255 123,299 
应付所得税21,268 28,507 
流动负债合计2,943,986 2,642,214 
长期经营租赁负债2,237,135 2,330,389 
长期负债9,260,331 8,268,334 
其他长期负债183,030 183,074 
推延所得税659,581 726,217 
总负债15,284,063 14,150,228 
合约和可能负债
非控制权益受看跌条款约束1,633,011 1,499,288 
股权：  
优先股（$0.0001面值；3,333,333股已授权）0.001 每股面额为 5,000 授权股份为 无 已发行股份: )
— — 
普通股（$0.0001面值；授权50,000,000股，截至2023年12月31日和2024年6月30日止已发行18735946和18724596股）0.001 每股面额为 450,000 授权股份为 90,132 和 82,624 已发行的股份
在2024年9月30日分别发行和流通的股份及资产。 88,824 发行和流通的股份
在2023年12月31日）
90 89 
资本公积额额外增资295,637 509,804 
保留收益1,275,301 598,288 
库藏股（7,508 和 零级 股)。
(1,021,979)— 
累积其他全面损失(162,334)(52,084)
大爱达股份有限公司股东权益总额386,715 1,056,097 
非控制权益，不受看跌条款限制199,948 187,965 
总股本586,663 1,244,062 
 $17,503,737 $16,893,578 
请参阅基本报表摘要中的注释。
3

Other (specify below)
综合现金流量表
（未经审计）
（以千美元计）
截至九月三十日止九个月，
 20242023
经营活动现金流量：  
净利润$901,492 $726,406 
调整净利润以达经营活动所提供之净现金流量： 
折旧与摊提549,758 550,166 
债务清偿能造成的损失12,527 7,132 
以股份为基础之报酬支出75,392 82,313 
推延所得税(53,713)(17,767)
股权投资亏损，净额91,100 40,121 
拥有权益变动收益(35,147)— 
其他非现金损失，净额24,159 1,633 
营运资产和负债变动，净额（扣除并购和出售影响）：
应收帐款(175,643)118,148 
存货20,495 290 
其他流动资产72,477 31,842 
其他长期资产(12,858)1,101 
应付账款(43,414)(33,837)
应计的薪资和福利费用27,314 65,279 
其他流动负债35,646 10,822 
所得税(7,528)(1,878)
其他长期负债(7,646)(7,945)
经营活动产生的净现金流量1,474,411 1,573,826 
投资活动之现金流量: 
固定资产和设备的增加(384,786)(409,011)
收购(161,210)(7,990)
资产和业务出售所得17,937 24,907 
购买持有到期应付债务投资(15,319)(30,419)
购买其他债务和股权投资(8,784)(6,693)
持有到期应付债务投资所得22,092 94,414 
其他债务和股权投资出售所得4,558 3,930 
购买权益法投资(4,497)(276,006)
股权法下投资分红6,554 3,364 
投资活动中使用的净现金(523,455)(603,504)
来自筹资活动的现金流量:
借款6,623,634 2,468,335 
长期债务付款(5,437,907)(2,992,248)
与逾期及与债务相关的融资成本(46,011)(53,466)
买回库藏股(1,020,550)— 
分配给非控股权益(229,236)(203,381)
与股票购买和奖励相关的净付款(112,496)(41,155)
非控股权益的贡献10,623 11,579 
出售额外非控制权益所得860 50,962 
购买非控制权益(40,751)(7,875)
筹集资金的净现金流量(251,834)(767,249)
汇率变动对现金、现金等价物及限制性现金的影响(5,112)3,063 
现金、现金等价物和受限现金的净增加量694,010 206,136 
年初现金、货币及受限现金464,634 338,989 
期末的现金、现金等价物和受限现金$1,158,644 $545,125 
参见简明综合财务报表附注。
4

/s/ Samantha Caldwell
股东权益合并报表
(未经审计)
（以千美元和千股计）
截至2024年9月30日的三个月
 非-
控制
利益
视乎而定
放置物资		DaVita Inc. 股东权益非-
控制
不是兴趣
视乎而定
放置物资
 普通股额外
付费
首都		已保留
收入		库存股累积
其他
综合的
损失
 股票金额股票金额总计
截至 2024 年 6 月 30 日的余额$1,574,840 89,855 $90 $383,235 $1,060,613 (4,774)$(615,948)$(195,090)$632,900 $217,116 
综合收入：
净收入56,417 214,688 214,688 24,655 
其他综合损失32,756 32,756 
股票奖励计划277 (34,002)(34,002)
以股票结算的股票为基础
补偿费用		25,359 25,359 
非控制性的变化
利息来自：
分布(79,621)(42,405)
捐款2,420 582 
公允价值重新测量78,955 (78,955)(78,955)
购买库存股票(2,734)(406,031)(406,031)
截至 2024 年 9 月 30 日的余额$1,633,011 90,132 $90 $295,637 $1,275,301 (7,508)$(1,021,979)$(162,334)$386,715 $199,948 
                                                
截至 2024 年 9 月 30 日的九个月
 非-
控制
利益
视乎而定
放置物资		DaVita Inc. 股东权益非-
控制
不是兴趣
视乎而定
放置物资
 普通股额外
付费
首都		已保留
收入		库存股累积
其他
综合的
损失
 股票金额股票金额总计
截至2023年12月31日的余额$1,499,288 88,824 $89 $509,804 $598,288 — $— $(52,084)$1,056,097 $187,965 
综合收入：
净收入158,475 677,013 677,013 66,004 
其他综合损失(110,250)(110,250)
股票奖励计划1,308 1 (127,701)(127,700)
以股票结算的股票为基础
补偿费用		72,122 72,122 
非控制性的变化
利息来自：
分布(152,702)(76,534)
捐款8,548 2,075 
收购和资产剥离491 491 20,438 
部分购买(36,499)(3,178)(3,178)
公允价值重新测量155,901 (155,901)(155,901)
购买库存股票(7,508)(1,021,979)(1,021,979)
截至 2024 年 9 月 30 日的余额$1,633,011 90,132 $90 $295,637 $1,275,301 (7,508)$(1,021,979)$(162,334)$386,715 $199,948 
5

截至2023年9月30日的三个月
 非-
控制
利益
视乎而定
放置物资		DaVita Inc. 股东权益非-
控制
不是兴趣
视乎而定
放置物资
 普通股额外
付费
首都		已保留
收入		库存股累积
其他
综合的
损失		 
 股票金额股票金额总计
截至 2023 年 6 月 30 日的余额$1,423,549 91,271 $91 $555,680 $468,725 — $— $(7,052)$1,017,444 $188,626 
综合收入：
净收入44,572 246,632 246,632 18,157 
其他综合收入(61,846)(61,846)
股票奖励计划77 (4,750)(4,750)
以股票结算的股票为基础
补偿费用		27,071 27,071 
非控制性的变化
利息来自：
分布(52,382)(26,821)
捐款4,493 140 
部分购买(179)(179)(27)
公允价值重新测量25,171 (25,171)(25,171)
截至 2023 年 9 月 30 日的余额$1,445,403 91,348 $91 $552,651 $715,357 — $— $(68,898)$1,199,201 $180,075 
截至2023年9月30日的九个月
 非-
控制
利益
视乎而定
放置物资		DaVita Inc. 股东权益非-
控制
不是兴趣
视乎而定
放置物资
 普通股额外
付费
首都		已保留
收入		库存股累积
其他
综合的
损失		 
 股票金额股票金额总计
截至2022年12月31日的余额$1,348,908 90,411 $90 $606,935 $174,487 — $— $(69,186)$712,326 $163,566 
综合收入：
净收入131,523 540,870 540,870 54,013 
其他综合收入288 288 
股票奖励计划937 1 (53,353)(53,352)
以股票结算的股票为基础
补偿费用		80,579 80,579 
非控制性的变化
利息来自：
分布(133,656)(69,725)
捐款10,102 1,477 
收购和资产剥离13,077 13,077 30,776 
部分购买(700)(5,361)(5,361)(32)
公允价值重新测量89,226 (89,226)(89,226)
截至 2023 年 9 月 30 日的余额$1,445,403 91,348 $91 $552,651 $715,357 — $— $(68,898)$1,199,201 $180,075 
请参阅附注的简明合并财务报表。
6

/s/ Samantha Caldwell
简明合并财务报表附注
(未经审计)
（以千美元和千股为单位，除每股数据外）

本报告中包括的未经审核的简明合并中期财务报表由本公司制定。在管理层的意见中，为了公平地表现运营结果，所有必要的调整都反映在这些简明合并中期财务报表中。所有重要的企业内部帐户和交易都已被消除。制定这些财务报表需要管理层进行估计和假设，影响报告的收入、支出、资产、负债、事故和应按跌价条款计算的非控制权益的数值。这些财务报表及相关注释所依据的最重要的估计和假设通常涉及收入确认和应收帐款、某些公允价值估计、会计业绩税、亏损事项。这些中期财务报表所反映的运营结果未必是年度运营结果的指标。应该与本公司于2023年12月31日结束的年度报告10-k中包括的审计合并财务报表及相关注释一起阅读。先前期间的分类符合当前期间的呈现。
1.     简明合并期间财务报表
报告中包含的未经审计的简明合并中期财务报表是由公司编制的。在管理层看来，为了对运营结果进行公正的呈现，所有必要的调整都在这些简明合并中期财务报表中反映出来了。所有重要的子公司账户和交易都已消除。编制这些财务报表需要管理层进行影响营业收入、费用、资产、负债、应计项和非控制权益的看跌条款的收益、会计估计和假设。这些财务报表和附注所依据的最重要的估计和假设一般涉及营业收入的确认和应收账款、某些公允价值估计、所得税会计和损失担保。这些中期财务报表所反映的运营结果不一定是年度运营结果的指标。这些简明合并中期财务报表应与公司年度10-K表中包括的经审计的合并财务报表和相关附注一起阅读。期间分类与当前期演示一致。
2.     营业收入确认
以下表格总结了公司按主要付款来源划分的业务部门收入:
截至2024年9月30日的三个月截至2023年9月30日的三个月
美国透析其他 — 辅助服务合并美国透析其他 — 辅助服务合并
透析患者服务收入：
医疗保险和医疗保险优势$1,641,645 $$1,641,645 $1,515,860 $$1,515,860 
医疗补助和托管医疗补助216,664 216,664 207,327 207,327 
其他政府86,680 196,257 282,937 90,549 128,980 219,529 
商用954,807 58,648 1,013,455 965,331 68,192 1,033,523 
其他收入：
医疗保险和医疗保险优势104,217 104,217 137,149 137,149 
医疗补助和托管医疗补助(25)(25)331 331 
商用3,735 3,735 16,063 16,063 
其他(1)
6,204 13,496 19,700 6,239 11,832 18,071 
取消分部间收入(16,140)(2,598)(18,738)(24,289)(2,232)(26,521)
总计$2,889,860 $373,730 $3,263,590 $2,761,017 $360,315 $3,121,332 
7

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

Nine months ended September 30, 2024Nine months ended September 30, 2023
U.S. dialysisOther - Ancillary servicesConsolidatedU.S. dialysisOther - Ancillary servicesConsolidated
Dialysis patient service revenues:
Medicare and Medicare Advantage$4,760,340 $$4,760,340 $4,538,264 $$4,538,264 
Medicaid and Managed Medicaid641,738 641,738 629,118 629,118 
Other government249,605 518,565 768,170 265,119 376,530 641,649 
Commercial2,833,263 191,212 3,024,475 2,676,758 183,578 2,860,336 
Other revenues:
Medicare and Medicare Advantage304,760 304,760 317,624 317,624 
Medicaid and Managed Medicaid816 816 1,296 1,296 
Commercial20,875 20,875 20,888 20,888 
Other(1)
18,224 44,165 62,389 18,822 38,108 56,930 
Eliminations of intersegment revenues(53,528)(9,168)(62,696)(66,698)(5,007)(71,705)
Total$8,449,642 $1,071,225 $9,520,867 $8,061,383 $933,017 $8,994,400 
(1)    Consists primarily of management service fees in the Company's U.S. dialysis business and research fees, management fees, and other non-patient service revenues in the Other - ancillary services businesses.
There are significant uncertainties 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 determination of applicable primary and secondary coverage, changes in patient insurance 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.
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.     
Other revenues. Other revenues consist of revenues earned by the Company's non-dialysis ancillary services as well as fees for management and administrative services to outpatient dialysis businesses that the Company does not consolidate. Other revenues are estimated and recognized in the period the performance obligation is met, subject to applicable measurement constraints. The Company's integrated kidney care (IKC) revenues include revenues earned under risk-based arrangements, including value-based care (VBC) arrangements. Under its VBC arrangements, the Company assumes full or shared financial risk for the total medical cost of care for patients below or above a benchmark. The benchmarks against which the Company incurs profit or loss on these contracts are typically based on the underlying premiums paid to the insuring entity (the Company's counterparty), with adjustments where applicable, or on trended or adjusted medical cost targets.
For its IKC business, the Company recognized revenues for performance obligations satisfied in previous years of $58,403 and $75,949 during the nine months ended September 30, 2024 and 2023, respectively. The delay in recognition of these amounts resulted predominantly from measurement limitations and recognition constraints on the Company's VBC contracts with health plans, many of which are complex and relatively new arrangements. Recognition of revenue from the Company's government Comprehensive Kidney Care Contracting (CKCC) program also have certain constraints for plan years 2023 and 2024.
Measurements of revenue for the Company's IKC risk-based arrangements are complex, sensitive to a number of key inputs, and require meaningful estimates for a number of factors, including but not limited to member alignment data, third-party medical claims expense, outcomes on various quality metrics, and ultimate risk adjustment factor (RAF) scores. Information and other measurement limitations on these factors may constrain revenue recognition for a risk-based arrangement until a period after the Company's performance obligations have been met.
8

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

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. Weighted average common shares outstanding include restricted stock unit awards that are no longer subject to forfeiture because the recipients have satisfied either the 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 as computed under the treasury stock method.
The reconciliations of the numerators and denominators used to calculate basic and diluted earnings per share were as follows:
Three months ended September 30,Nine months ended September 30,
 2024202320242023
Net income attributable to DaVita Inc.$214,688 $246,632 $677,013 $540,870 
Weighted average shares outstanding:
Basic shares83,721 91,322 86,123 90,937 
Assumed incremental from stock plans2,074 2,719 2,299 2,380 
Diluted shares85,795 94,041 88,422 93,317 
Basic net income per share attributable to DaVita Inc.$2.56 $2.70 $7.86 $5.95 
Diluted net income per share attributable to DaVita Inc.$2.50 $2.62 $7.66 $5.80 
Anti-dilutive stock-settled awards excluded from calculation(1)
11 271 135 615 
(1)Shares associated with stock awards excluded from the diluted denominator calculation because they were anti-dilutive under the treasury stock method.
4.     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:
 September 30, 2024December 31, 2023
Debt
securities		Equity
securities		TotalDebt
securities		Equity
securities		Total
Certificates of deposit and other time deposits$15,296 $— $15,296 $22,109 $— $22,109 
Investments in mutual funds and common stocks— 39,544 39,544 — 37,391 37,391 
 $15,296 $39,544 $54,840 $22,109 $37,391 $59,500 
Short-term investments$15,296 $5,700 $20,996 $7,110 $4,500 $11,610 
Long-term investments— 33,844 33,844 14,999 32,891 47,890 
 $15,296 $39,544 $54,840 $22,109 $37,391 $59,500 
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. Typically, any long-term debt investments are bank time deposits with contractual maturities longer than one year. These debt securities are accounted for as held-to-maturity and recorded at amortized cost, which approximated their fair values at September 30, 2024 and December 31, 2023.
Equity securities. Substantially all of the Company's short-term and long-term equity investments are held within a trust to fund existing obligations associated with the Company’s non-qualified deferred compensation plans.
9

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

5.     Goodwill
Changes in the carrying value of goodwill by reportable segment were as follows:
U.S. dialysisOther — Ancillary servicesConsolidated
Balance at December 31, 2022$6,416,825 $659,785 $7,076,610 
Acquisitions— 25,723 25,723 
Impairment charges— (26,083)(26,083)
Foreign currency and other adjustments— 36,310 36,310 
Balance at December 31, 20236,416,825 695,735 7,112,560 
Acquisitions102,082 37,524 139,606 
Divestitures(1,687)(1,506)(3,193)
Foreign currency and other adjustments— (21,343)(21,343)
Balance at September 30, 2024$6,517,220 $710,410 $7,227,630 
Balance at September 30, 2024:
Goodwill$6,517,220 $860,669 $7,377,889 
Accumulated impairment charges— (150,259)(150,259)
$6,517,220 $710,410 $7,227,630 
The Company did not recognize any goodwill impairment charges during the nine months ended September 30, 2024 and 2023.
The Company performed various annual impairment assessments during the nine months ended September 30, 2024, with no impairment indicated. None of the Company's various reporting units were considered at risk of significant goodwill impairment as of September 30, 2024. 
6.    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 as follows:
September 30, 2024December 31, 2023
Mozarc Medical Holding LLC$238,572 $324,711 
APAC joint venture66,833 98,865 
Other equity method partnerships103,303 107,282 
Adjusted cost method and other investments21,775 14,990 
$430,483 $545,848 
During the nine months ended September 30, 2024 and 2023 the Company recognized equity investment income of $15,874 and $22,502, respectively, from its equity method investments in nonconsolidated dialysis partnerships. The Company also recognized equity investment losses from other equity method investments of $(86,821) and $(38,653) in other loss, net during the nine months ended September 30, 2024 and 2023, respectively.
See Note 8 to the Company's consolidated financial statements included in the 2023 10-K for further description of the Company's equity method investments.
10

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

7.     Long-term debt
Long-term debt comprised the following:
As of September 30, 2024
September 30,
2024		December 31, 2023Maturity dateInterest rate
Estimated fair value(1)
Senior Secured Credit Facilities:  
Term Loan A-1$2,289,022 $1,234,375 4/28/2028
Base +1.75%(2)
$2,277,577 
Term Loan B-1— 2,603,786 8/12/2026$— 
Extended Term Loan B-11,640,251 5/9/2031SOFR + 2.00%$1,638,201 
Revolving line of credit— — 4/28/2028
Base +1.75%(2)
$— 
Senior Notes:
4.625% Senior Notes2,750,000 2,750,000 6/1/20304.625 %$2,622,813 
3.75% Senior Notes1,500,000 1,500,000 2/15/20313.75 %$1,350,000 
6.875% Senior Notes1,000,000 — 9/1/20326.875 %$1,035,000 
Acquisition obligations and other notes payable(3)
87,945 102,328 2024-20366.55 %$87,945 
Financing lease obligations(4)
236,722 255,491 2025-20404.62 %
CHC temporary funding assistance(5)
119,814 — %$119,814 
Total debt principal outstanding9,623,754 8,445,980 
Discount, premium and deferred financing costs(6)
(67,168)(54,347)
 9,556,586 8,391,633 
Less current portion(296,255)(123,299)
 $9,260,331 $8,268,334 
(1)For the Company's senior secured credit facilities, fair value estimates are based on bid and ask quotes, a level 2 input. For the Company's senior notes, fair value estimates are based on market level 1 inputs. For acquisition obligations and other notes payable, the carrying values presented here approximate their estimated fair values, based on estimates of their present values typically using level 2 interest rate inputs. For the CHC temporary funding assistance, the carrying value presented here approximates the estimated fair value based on the short-term nature of settlement.
(2)The Company's senior secured credit facilities bear interest at Term SOFR, plus an interest rate margin, with certain portions also subject to a credit spread adjustment (CSA). Term SOFR plus CSA is referred to as "Base" in the table above. The Term Loan A-1 and revolving line of credit bear a CSA of 0.10%.
(3)The interest rate presented for acquisition obligations and other notes payable is their weighted average interest rate based on the current fixed and variable interest rate components in effect as of September 30, 2024.
(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.
(5)The Change Healthcare (CHC) temporary funding assistance, as described below, is interest-free and amounts provided under this program are subject to repayment within 45 business days from a future date to be mutually agreed to by the parties. The balance is included in the Company's current portion of long-term debt as of September 30, 2024.
(6)As of September 30, 2024, the carrying amount of the Company's senior secured credit facilities has been reduced by a discount of $8,410 and deferred financing costs of $30,740, and the carrying amount of the Company's senior notes has been reduced by deferred financing costs of $38,729 and increased by a debt premium of $10,711. As of December 31, 2023, the carrying amount of the Company's senior secured credit facilities was reduced by a discount of $2,487 and deferred financing costs of $32,498, and the carrying amount of the Company's senior notes was reduced by deferred financing costs of $31,491 and increased by a debt premium of $12,129.
11

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

Scheduled maturities of long-term debt at September 30, 2024 were as follows:
2024 (remainder of the year)$163,416 
2025$177,412 
2026$187,944 
2027$204,790 
2028$1,924,071 
2029$41,185 
Thereafter$6,924,936 
On May 9, 2024 (the Fourth Amendment Effective Date), the Company entered into the Fourth Amendment (the Fourth Amendment) to its senior secured credit agreement dated as of August 12, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement). The Fourth Amendment modified the Credit Agreement to, among other things, extend the maturity date for a portion of its Term Loan B-1 in the aggregate principal amount of $911,598 and extend an additional incremental principal amount of $728,653 (together, referred to as the Extended Term Loan B-1). The Company used the incremental proceeds from the Extended Term Loan B-1 to prepay a proportionate amount of the principal balance still outstanding on its Term Loan B-1.
The Extended Term Loan B-1 bears interest at the Company’s option, based on (i) the Base Rate (as defined below) plus the Applicable Margin (as defined below), or (ii) the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited (Term SOFR) plus the Applicable Margin. The “Base Rate” is defined as the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (ii) the prime commercial lending rate of Wells Fargo as established from time to time and (iii) Term SOFR for an interest period of one month plus 1.00%; provided that if Term SOFR or the Base Rate is less than 0.00% such rate shall be deemed to be 0.00% for purposes of the Credit Agreement. The “Applicable Margin” for the Extended Term Loan B-1 is 2.00% in the case of Term SOFR loans, and 1.00% in the case of Base Rate loans. The Extended Term Loan B-1 requires quarterly principal payments beginning on December 31, 2024 of 0.25% of the aggregate principal amount of the Extended Term Loan B-1 outstanding on the Fourth Amendment Effective Date, with the balance due on May 9, 2031.
As a result of the Fourth Amendment transaction described above, the Company recognized debt prepayment, extinguishment and modification costs of $9,732 in the second quarter of 2024 comprised partially of fees incurred for this transaction and partially of deferred financing costs and original issue discount written off for the portion of debt considered extinguished and reborrowed as a result of the Fourth Amendment. For the portion of the debt that was considered extinguished and reborrowed, the Company recognized constructive financing cash outflows and financing cash inflows on the statement of cash flows of $6,302 and $728,653 for the Extended Term Loan B-1, respectively, and constructive financing cash outflows of $722,351 for the prepayment of a portion of Term Loan B-1, even though no funds were actually paid or received. Another $13,282 of the debt considered extinguished related to the Extended Term Loan B-1 represented a non-cash financing activity.
On August 13, 2024, the Company entered into the Sixth Amendment (the Sixth Amendment) to the Credit Agreement. The Sixth Amendment modified the Credit Agreement to extend an additional incremental principal amount of $1,100,000 on its Term Loan A-1 (together with the existing Term Loan A-1 balance, referred to as the Increased Term Loan A-1). The Sixth Amendment also incorporated the provisions of the Fifth Amendment to the Credit Agreement, dated as of August 7, 2024, which removed a cap on the amount of incremental term "A" loans the Company can incur under the Credit Agreement. The Company used a portion of the net proceeds from this transaction along with the net proceeds from the issuance of 6.875% Senior Notes due 2032, described below, to prepay the remainder of the balance outstanding on its Term Loan B-1 maturing 2026 in the amount of $949,819, the balance outstanding on its revolving line of credit and related accrued interest and fees. The remaining borrowings added cash to the balance sheet for general corporate purposes.
The Increased Term Loan A-1 bears interest at Term SOFR, plus a CSA of 0.10% and an interest rate margin which is subject to adjustment depending upon the Company's leverage ratio under the Credit Agreement, and which can range from 1.25% to 2.25%, provided that this adjusted rate shall never be less than 0.00%. The Increased Term Loan A-1 requires amortizing quarterly principal payments that began on September 30, 2024 of $29,728 per quarter through June 30, 2027, and $44,591 per quarter from September 30, 2027 through March 31, 2028, with the balance due on April 28, 2028.
12

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

As a result of the Sixth Amendment transaction described above, the Company recognized debt prepayment, extinguishment and modification costs of $10,081 in the third quarter of 2024 comprised partially of fees incurred for this transaction and partially of deferred financing costs and original issue discount written off for the extinguishment of the Term Loan B-1. Additionally, $861,282 of the debt considered extinguished and reborrowed related to the Increased Term Loan A-1 represented a non-cash financing activity.
Borrowings under the Company's senior secured credit facilities are guaranteed and secured by substantially all of DaVita Inc.'s and certain of the Company’s domestic subsidiaries' assets and rank senior to all unsecured indebtedness. Borrowings under the Term Loan A-1, Extended Term Loan B-1 and revolving line of credit rank equal in priority for that security and related subsidiary guarantees. The Credit Agreement contains certain customary affirmative and negative covenants such as various restrictions or limitations on permitted amounts of investments (including acquisitions), share repurchases, payment of dividends, and redemptions and incurrence of other indebtedness. Many of these restrictions and limitations will not apply as long as the Company’s leverage ratio calculated in accordance with the Credit Agreement is below 4.00:1.00. In addition, the Credit Agreement requires compliance with a maximum leverage ratio covenant, tested quarterly, of 5.00:1.00 through June 30, 2026 and 4.50:1.00 thereafter (subject to an increase to 5.00:1.00 during the four fiscal quarters following a material acquisition).
On August 13, 2024, the Company issued $1,000,000 aggregate principal amount of 6.875% senior notes due 2032 (the 6.875% Senior Notes) in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 6.875% Senior Notes pay interest on March 1 and September 1 of each year beginning March 1, 2025 and mature on September 1, 2032. The 6.875% Senior Notes are unsecured senior obligations and rank equally in right of payment with the Company's existing and future unsecured senior indebtedness. The 6.875% 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 6.875% Senior Notes at any time prior to September 1, 2027 at 106.875% of the aggregate principal amount from the proceeds of one or more equity offerings, plus accrued and unpaid interest. On and after September 1, 2027, the Company may at its option redeem the 6.875% Senior Notes, in whole or from time to time in part, at certain redemption prices specified in the indenture governing these notes plus accrued and unpaid interest. If the Company experiences certain change of control events, the Company must offer to repurchase all of the 6.875% Senior Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. The 6.875% Senior Notes contain restrictive covenants that limit the ability of the Company and the subsidiary guarantors of the 6.875% Senior Notes to, among other things and subject to certain exceptions and qualifications, create certain liens, enter into certain sale/leaseback transactions, or merge with or into, or convey, transfer or lease all or substantially all of their assets. The 6.875% 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. As of September 30, 2024, the Company incurred $11,187 in fees and other professional expenses associated with this transaction that were capitalized and will amortize over the term of the 6.875% Senior Notes.
In addition to the prepayment of Term Loan B-1, as described above, during the first nine months of 2024, the Company made regularly scheduled principal payments under its senior secured credit facilities totaling $45,353 on Term Loan A-1 and $13,716 on Term Loan B-1.
On March 1, 2024, Change Healthcare (CHC), a subsidiary of UnitedHealth Group, launched a temporary assistance funding program (CHC Funding) to help bridge the gap in short-term cash flow needs for providers impacted by the disruption of CHC's services. Under the program, CHC provides funding to providers for amounts that would otherwise have been received (with certain limitations), but for the disruption in processing electronic claims as a result of the outage. Amounts provided under this program are subject to repayment within 45 business days from a future date to be mutually agreed to by CHC and the Company.
CHC has restored claims submission functionality and the Company has resumed claims submissions and billing processes through CHC’s information technology systems. Through a combination of CHC's platform and certain alternate billing processes, the Company is current on its primary claims submissions, but does continue to see delays in collections with some payors. As of September 30, 2024, the remaining CHC Funding amount outstanding was $119,814.
The Company's 2019 interest rate cap agreements expired on June 30, 2024 and a portion of the Company's 2023 cap agreements became effective on or prior to June 30, 2024, as detailed in the table below. As of September 30, 2024, the effective portion of the Company's 2023 interest rate cap agreements have the economic effect of capping the Company's
13

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

maximum exposure to SOFR variable interest rate changes on equivalent amounts of the Company's floating rate debt, including all of Extended Term Loan B-1 and a portion of Term Loan A-1. The remaining $429,273 outstanding principal balance of Term Loan A-1 is subject to SOFR-based interest rate volatility. These cap agreements are designated as cash flow hedges and, as a result, changes in their fair values are reported in other comprehensive income. The original premiums paid for the caps are amortized to debt expense on a straight-line basis over the term of each cap agreement starting from its effective date. These cap agreements do not contain credit risk-contingent features.
During 2024 the Company entered into several forward interest rate cap agreements, described below, that have the economic effect of capping the Company's exposure to SOFR variable interest rate changes on specific portions of the Company's floating rate debt (2024 cap agreements). These 2024 cap agreements are designated as cash flow hedges and, as a result, changes in their fair values will be reported in other comprehensive income. These 2024 cap agreements do not contain credit-risk contingent features and become effective and expire as described in the table below.
The following table summarizes the Company’s interest rate cap agreements outstanding during the nine months ended September 30, 2024: 
Year cap agreements executedNotional amountSOFR maximum rateApproximate effective dateNotional reduction or contractual maturity date
At December 31 unless noted
2024(1)
202520262027
2019$3,500,000 2.00%6/30/2020$3,500,000 
2023$1,000,000 3.75%6/30/2024$500,000 $500,000 
2023$1,000,000 
4.00%(2)
6/30/2024$250,000 $750,000 
2023$1,000,000 
4.75%(3)
6/30/2024$250,000 $750,000 
2023$500,000 
5.00%(4)
6/30/2024$500,000 
2023$250,000 4.50%12/31/2024$250,000 
2023$750,000 4.00%12/31/2024$250,000 $500,000 
2024$1,000,000 
4.50%(5)
12/31/2025$500,000 $500,000 
2024$750,000 
4.00%(6)
12/31/2025$250,000 $500,000 
(1)The Company's 2019 cap agreements matured on June 30, 2024.
(2)Effective January 1, 2025, the maximum rate of 4.00% decreases to 3.75% for these interest rate caps.
(3)Effective January 1, 2025, the maximum rate of 4.75% decreases to 4.00% for these interest rate caps.
(4)Effective January 1, 2025, the maximum rate of 5.00% decreases to 4.50% for these interest rate caps.
(5)Effective December 31, 2026, the maximum rate of 4.50% increases to 4.75% for these interest rate caps.
(6)Effective December 31, 2026, the maximum rate of 4.00% increases to 4.25% for these interest rate caps.
The fair value of the Company's interest rate cap agreements, which are classified in other long-term assets on its consolidated balance sheet, was $17,312 and $79,805 as of September 30, 2024 and December 31, 2023, respectively.
See Note 10 for further details on amounts reclassified from accumulated other comprehensive loss and recorded as debt expense (offset) related to the Company’s interest rate cap agreements for the three and nine months ended September 30, 2024 and 2023.
As a result of the variable rate cap from the Company's 2023 interest rate cap agreements, the Company’s weighted average effective interest rate on its senior secured credit facilities at the end of the third quarter of 2024 was 7.01%, based on the current margins in effect for its senior secured credit facilities as of September 30, 2024, as detailed in the table above.
The Company’s weighted average effective interest rate on all debt, including the effect of interest rate caps and amortization of debt discount, for the three and nine months ended September 30, 2024 was 5.69% and 4.84% and as of September 30, 2024 was 5.71%.
As of September 30, 2024, the Company’s interest rates were fixed and economically fixed on approximately 59% and 95% of its total debt, respectively.
14

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

As of September 30, 2024, the Company had an undrawn revolving line of credit under its senior secured credit facilities of $1,500,000. Credit available under this revolving line of credit is reduced by the amount of any letters of credit outstanding under the facility, of which there were none as of September 30, 2024. The Company also had letters of credit of approximately $154,474 outstanding under a separate bilateral secured letter of credit facility as of September 30, 2024.
8.    Commitments and contingencies
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 September 30, 2024 and December 31, 2023, 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
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 included an investigation into DaVita Rx, DaVita Laboratory Services, Inc. (DaVita Labs), and RMS Lifeline Inc. (Lifeline). In each of August 2018, May 2019, and July 2021, the Company received a Civil Investigative Demand (CID) pursuant to the False Claims Act 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. On May 6, 2024, the Company finalized and executed a settlement agreement with the government and the relator in a qui tam matter that included a settlement amount of $34,487 for this matter. On May 7, 2024, the government notified the U.S. District Court, District of Colorado of its decision to intervene for purposes of settlement in the matter of U.S. ex rel. Kogod v. DaVita Inc., et al. The government and the relator agreed to voluntarily dismiss all substantive claims in the matter, and, on July 18, 2024, the District Court dismissed all claims except for the relator’s statutory claim for expenses, attorney’s fees, and costs. The Company disputes the relator’s request for expenses, attorney’s fees, and costs, and intends to defend 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. In November 2022, the Company learned that, on April 1, 2022, the U.S. Attorney’s Office for the District of New Jersey notified the U.S. District Court for the District of New Jersey of its decision not to elect to intervene in the matter of U.S. ex rel. Doe v. DaVita Inc. and filed a Stipulation of Dismissal. On April 13, 2022, the U.S. District Court for the District of New Jersey dismissed the case without prejudice. On October 12, 2022, the U.S. Attorney’s Office for the Eastern District of Pennsylvania notified the U.S. District Court, Eastern District of Pennsylvania, of its decision not to elect to intervene at this time in the matter of U.S. ex rel. Bayne v. DaVita Inc., et al. The court then unsealed an amended complaint, which alleges violations of federal and state False Claims Acts, by order dated October 14, 2022. On November 8, 2023, the private party relator filed a fourth amended complaint. On November 29, 2023, the Company filed a motion to dismiss the fourth amended complaint.
15

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

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 and an additional subpoena in September 2021. Those subpoenas request 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 continuing to cooperate with CDI in this investigation.
2023 District of Columbia Office of Attorney General Investigation: In January 2023, the Office of the Attorney General for the District of Columbia issued a CID to the Company in connection with an antitrust investigation into the AKF. The CID covers the period from January 1, 2016 to the present. The CID requests information on a number of topics, including but not limited to the Company’s communications with the AKF, documents relating to donations to the AKF, and communications with patients, providers, and insurers regarding the AKF. The Company is cooperating with the government in this investigation.
2024 Federal Trade Commission Investigation: In April 2024, the Company received from the Federal Trade Commission (FTC) two CIDs in connection with an industry investigation under Section 5 of the Federal Trade Commission Act regarding the acquisition of Medical Director services and provision of dialysis services. The CIDs cover the period from January 1, 2016 to the present and generally seek information relating to restrictive covenants, such as non-competes, with physicians. 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 ongoing 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, an impact on the Company's various relationships and/or contracts related to the Company's business, 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.
Other Proceedings
2021 Antitrust Indictment and Putative Class Action Suit: On July 14, 2021, an indictment was returned by a grand jury in the U.S. District Court, District of Colorado against the Company and its former chief executive officer in the matter of U.S. v. DaVita Inc., et al. alleging that purported agreements entered into by DaVita's former chief executive officer not to solicit senior-level employees violated Section 1 of the Sherman Act. On April 15, 2022, a jury returned a verdict in the Company’s favor, acquitting both the Company and its former chief executive officer on all counts. On April 20, 2022, the court entered judgments of acquittal and closed the case. On August 9, 2021, DaVita Inc. and its former chief executive officer were added as defendants in a consolidated putative class action complaint in the matter of In re Outpatient Medical Center Employee Antitrust Litigation in the U.S. District Court, Northern District of Illinois. This class action complaint asserts that the defendants violated Section 1 of the Sherman Act and seeks to bring an action on behalf of certain groups of individuals employed by the Company between February 1, 2012 and January 5, 2021. On September 26, 2022, the court denied the Company's motion to dismiss. The Company disputes the allegations in the class action complaint, as well as the asserted violations of the Sherman Act, and intends to defend this action accordingly.
Additionally, 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.
16

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

* * *
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 8, 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, may impact the Company's various relationships and/or contracts related to the Company's business or otherwise harm the Company’s business, results of operations, financial condition, cash flows or reputation.
* * *
Other Commitments
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 $7,562.
9.    Shareholders' equity
Stock-based compensation
During the nine months ended September 30, 2024, the Company granted 723 stock-settled restricted and performance stock units with an aggregate grant-date fair value of $100,209 and a weighted average expected life of approximately 3.4 years.
As of September 30, 2024, the Company had $154,712 in 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 1.3 years.
Share repurchases
The following table summarizes the Company's common stock repurchases during the three and nine months ended September 30, 2024:
Three months ended September 30, 2024Nine months ended September 30, 2024
Shares repurchased
Amount paid(1)
Average price paid per share(2)
Shares repurchased
Amount paid(1)
Average price paid per share(2)
Open market repurchases:2,734 $406,031 $147.20 7,508 $1,021,979 $134.98 
(1)Includes commissions and the 1% excise tax imposed on certain stock repurchases made after December 31, 2022 by the Inflation Reduction Act of 2022. The excise tax is recorded as part of the cost basis of treasury stock repurchased and, as such, is included in stockholders’ equity.
(2)Excludes commissions and the excise tax described above.
Subsequent to September 30, 2024 through October 25, 2024, the Company repurchased 622 shares of its common stock for $101,017 at an average price paid of $160.77 per share. The Company did not repurchase any shares during the three and nine months ended September 30, 2023.
Effective on December 17, 2021, the Board authorized a repurchase plan of $2,000,000. Effective on September 5, 2024, the Board increased the Company's existing authorization by $2,000,000 in additional repurchasing authority. This authorization allows the Company 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.
17

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

As of October 25, 2024, the Company has a total of $2,198,297, excluding excise taxes, available under the current authorization for additional share repurchases. Although this share repurchase authorization does not have an expiration date, the Company remains subject to share repurchase limitations, including under the terms of its senior secured credit facilities.
Berkshire share repurchase agreement
On April 30, 2024, the Company entered into an agreement (the share repurchase agreement) with Berkshire Hathaway Inc. on behalf of itself and its affiliates (collectively, Berkshire). Under the share repurchase agreement, at any time Berkshire beneficially owns at least 45.0% of the issued and outstanding common stock of the Company in the aggregate, the Company shall repurchase from Berkshire, and Berkshire shall sell to the Company, on a quarterly basis, a number of shares of common stock sufficient to return Berkshire’s aggregate beneficial ownership to 45.0% of the Company's issued and outstanding common stock. The per share price the Company will pay Berkshire for any such share repurchase will be the volume-weighted average price per share paid by the Company for any shares of common stock repurchased by the Company from public stockholders pursuant to the Company’s share repurchase program during the applicable repurchase period.
Under this agreement, repurchases of common stock by the Company from Berkshire will occur on the date that is two business days prior to the date of the Company’s regular quarterly or annual investor call to publicly report earnings; however, if at any time the Company determines that Berkshire beneficially owns or will beneficially own shares of common stock representing more than 49.5% of the issued and outstanding common stock in the aggregate, such determination will trigger immediate share repurchases under this agreement.
As of September 30, 2024 and October 25, 2024, Berkshire beneficially owned less than 45.0% of the outstanding common stock of the Company and, as a result, no repurchase obligation exists at either date.
10.     Accumulated other comprehensive loss
Three months ended September 30, 2024Nine months ended September 30, 2024
Interest
rate cap
agreements		Foreign
currency
translation
adjustments		Accumulated
other
comprehensive
loss		Interest
rate cap
agreements		Foreign
currency
translation
adjustments		Accumulated
other
comprehensive
loss
Beginning balance$3,420 $(198,510)$(195,090)$27,853 $(79,937)$(52,084)
Unrealized (losses) gains(28,748)56,202 27,454 (3,116)(62,371)(65,487)
Related income tax7,172 — 7,172 776 — 776 
(21,576)56,202 34,626 (2,340)(62,371)(64,711)
Reclassification into net income(2,493)— (2,493)(60,679)— (60,679)
Related income tax623 — 623 15,140 — 15,140 
(1,870)— (1,870)(45,539)— (45,539)
Ending balance$(20,026)$(142,308)$(162,334)$(20,026)$(142,308)$(162,334)
Three months ended September 30, 2023Nine months ended September 30, 2023
Interest
rate cap
agreements		Foreign
currency
translation
adjustments		Accumulated
other
comprehensive
loss		Interest
rate cap
agreements		Foreign
currency
translation
adjustments		Accumulated
other
comprehensive
loss
Beginning balance$85,297 $(92,349)$(7,052)$98,685 $(167,871)$(69,186)
Unrealized gains (losses)9,319 (47,644)(38,325)37,712 27,878 65,590 
Related income tax(2,323)— (2,323)(9,407)— (9,407)
6,996 (47,644)(40,648)28,305 27,878 56,183 
Reclassification into net income(28,244)— (28,244)(74,475)— (74,475)
Related income tax7,046 — 7,046 18,580 — 18,580 
(21,198)— (21,198)(55,895)— (55,895)
Ending balance$71,095 $(139,993)$(68,898)$71,095 $(139,993)$(68,898)
The interest rate cap agreement net realized gains reclassified into net income are recorded as debt expense in the corresponding consolidated statements of income. See Note 7 for further details.
18

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

11.     Acquisitions and divestitures
During the nine months ended September 30, 2024 the Company acquired dialysis businesses as follows:
Nine months ended September 30, 2024
Cash paid, net of cash acquired$161,210 
Contingent earn-out obligations$296 
Liabilities assumed$54,033 
Fair value of previously held equity method investments$67,526 
Number of dialysis centers acquired — U.S.12 
Number of dialysis centers acquired — International91 
Included in these transactions, the Company acquired a controlling interest in a previously nonconsolidated U.S. dialysis partnership for which it recognized a non-cash gain of $35,147 on its prior investment upon consolidation. The Company estimated the fair value of its previously held equity interests using appraisals developed with independent third party valuation firms.
The assets and liabilities for these acquisitions were recorded at their estimated fair values at the dates of the acquisitions and are included in the Company’s consolidated financial statements, as are their operating results, from the designated effective dates of the acquisitions.
The initial purchase price allocations for these acquisitions have been recorded at estimated fair values based on information that was available to management and will be finalized when certain information arranged to be obtained is received. In particular, certain income tax amounts are pending final evaluation and quantification of any pre-acquisition tax contingencies. In addition, valuation of intangibles, contingent earn-outs, property and equipment, leases, and certain other working capital items relating to 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:
Nine months ended September 30, 2024
Current assets$150,907 
Property and equipment46,738 
Right-of-use lease assets and other long-term assets51,491 
Indefinite-lived licenses10,722 
Goodwill139,606 
Liabilities assumed(96,141)
Noncontrolling interests assumed(20,258)
$283,065 
The amount of goodwill related to these acquisitions recognized or adjusted during the nine months ended September 30, 2024 that is deductible for tax purposes was $61,506.
12.    Variable interest entities (VIEs)
At September 30, 2024, these condensed consolidated financial statements include total assets of VIEs of $294,071 and total liabilities and noncontrolling interests of VIEs to third parties of $125,404. There have been no material changes in the nature of the Company's arrangements with VIEs or its judgments concerning them from those described in Note 22 to the Company's consolidated financial statements included in the 2023 10-K.
19

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

13.    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 equities that are measured at fair value on a recurring basis into the appropriate fair value hierarchy levels as defined by the Financial Accounting Standards Board (FASB).
The following table summarizes the Company’s assets, liabilities and temporary equities measured at fair value on a recurring basis as of September 30, 2024: 
TotalQuoted prices in
active markets
for identical assets
(Level 1)		Significant other
observable inputs
(Level 2)		Significant
unobservable
inputs
(Level 3)
Assets    
Investments in equity securities$39,544 $39,544   
Interest rate cap agreements$17,312  $17,312  
Liabilities   
Contingent earn-out obligations for acquisitions$17,281   $17,281 
Temporary equity    
Noncontrolling interests subject to put provisions$1,633,011   $1,633,011 
Investments in equity securities represent investments in various open-ended registered investment companies (mutual funds) and common stocks and are recorded at fair value estimated based on reported market prices or redemption prices, as applicable. See Note 4 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 7 for further discussion.
As of September 30, 2024, the Company had contingent earn-out obligations associated with business acquisitions that could result in the Company paying the former owners a total of up to approximately $53,599 if certain performance targets or quality margins are met over the next one year to five years. The estimated fair value measurements of these contingent earn-out obligations are primarily based on unobservable inputs, including key financial metrics such as projected earnings before interest, taxes, depreciation, and amortization (EBITDA), revenue and other key performance indicators. The estimated fair values of these contingent earn-out obligations are remeasured as of each reporting date and could fluctuate based upon any significant changes in key assumptions, such as changes in the Company's credit risk adjusted rate that is used to discount obligations to present value.
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 September 30, 2024, 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 $220,000. See Notes 16 and 23 to the Company's consolidated financial statements included in the 2023 10-K for further discussion of the Company’s methodology for estimating the fair value of noncontrolling interests subject to put
20

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

obligations. For a reconciliation of changes in noncontrolling interests subject to put provisions for the three and nine months ended September 30, 2024, see the consolidated statement of equity.
The Company's fair value estimates for its senior secured credit facilities are based upon quoted bid and ask prices for these instruments, a level 2 input. For the Company's senior notes, fair value estimates are based on market level 1 inputs. See Note 7 for further discussion of the Company's debt.
The book value of the Company's contingent consideration payable to Medtronic, Inc. for its interest in Mozarc Medical Holding LLC approximates its estimated fair value, which is based on level 3 inputs.
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 these condensed consolidated financial statements at September 30, 2024 at their approximate fair values due to the short-term nature of their settlements.
14.    Segment reporting
The Company’s operating divisions are composed of its U.S. dialysis and related lab services business (its U.S. dialysis business), its U.S. integrated kidney care business, its U.S. other ancillary services and its international operations (collectively, its ancillary services), as well as its corporate administrative support.
The Company’s separate operating segments include its U.S. dialysis and related lab services business, its U.S. integrated kidney care business, its U.S. other ancillary services, its operations in each foreign sovereign jurisdiction, and its equity method investment in the Asia Pacific joint venture (APAC JV). The U.S. dialysis and related lab services business qualifies as a separately reportable segment, and all other operating segments have been combined and disclosed in the other segments category. See Note 24 to the Company's consolidated financial statements included in the 2023 10-K for further description of how the Company determines and measures results for its operating segments.
21

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(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 before income taxes:
Three months ended September 30,Nine months ended September 30,
 2024202320242023
Segment revenues:  
U.S. dialysis  
Dialysis patient service revenues:  
External sources$2,883,656 $2,754,778 $8,431,418 $8,042,561 
Intersegment revenues16,140 24,289 53,528 66,698 
U.S. dialysis patient service revenues2,899,796 2,779,067 8,484,946 8,109,259 
Other revenues:
External sources6,204 6,239 18,224 18,822 
Total U.S. dialysis revenues2,906,000 2,785,306 8,503,170 8,128,081 
Other—Ancillary services
Dialysis patient service revenues254,905 197,172 709,777 560,108 
Other external sources118,825 163,143 361,448 372,909 
Intersegment revenues2,598 2,232 9,168 5,007 
Total ancillary services revenues376,328 362,547 1,080,393 938,024 
Total net segment revenues3,282,328 3,147,853 9,583,563 9,066,105 
Elimination of intersegment revenues(18,738)(26,521)(62,696)(71,705)
Consolidated revenues$3,263,590 $3,121,332 $9,520,867 $8,994,400 
Segment operating margin (loss):  
U.S. dialysis$549,476 $509,135 $1,625,399 $1,330,992 
Other—Ancillary services13,906 28,098 (16,188)(18,372)
Total segment operating margin563,382 537,233 1,609,211 1,312,620 
Reconciliation of segment operating income to consolidated
 income before income taxes:		  
Corporate administrative support(28,504)(41,294)(84,090)(99,745)
Consolidated operating income534,878 495,939 1,525,121 1,212,875 
Debt expense(134,583)(98,080)(331,748)(302,361)
Debt prepayment, extinguishment and modification costs(10,081)— (19,813)(7,962)
Other loss, net(16,780)(19,650)(56,900)(14,525)
Consolidated income before income taxes$373,434 $378,209 $1,116,660 $888,027 
Depreciation and amortization expense by reportable segment was as follows:
Three months ended September 30,Nine months ended September 30,
 2024202320242023
U.S. dialysis$170,543 $175,908 $503,805 $514,710 
Other—Ancillary services16,471 12,515 45,953 35,456 
 $187,014 $188,423 $549,758 $550,166 
22

DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)

Expenditures for property and equipment by reportable segment were as follows:
Nine months ended September 30,
 20242023
U.S. dialysis$331,031 $363,895 
Other—Ancillary services53,755 45,116 
 $384,786 $409,011 
 

15.    New accounting standards
New standards not yet adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance also requires disclosure of the chief operating decision maker's (CODM) position for each segment and detail of how the CODM uses financial reporting to assess their segment’s performance. ASU 2023-07 is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has completed its initial assessment of the impact of this new guidance and does not expect it to have a material impact on the Company's consolidated financial statements.

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates, as well as additional disaggregation of taxes paid in both U.S. and foreign jurisdictions. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. The Company intends to adopt this ASU for the fiscal year ended December 31, 2025 and is still assessing the effect this guidance may have on its consolidated financial statement disclosures.
23

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking statements
This Quarterly Report on Form 10-Q, 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, statements about our balance sheet and liquidity, our expenses, revenues, billings and collections, patient census, availability or cost of supplies, including without limitation the impact of the reduction in clinical and other supplies delivered to DaVita by Baxter International Inc. or its subsidiaries (collectively, Baxter) due to closures of Baxter facilities following Hurricane Helene, treatment volumes, mix expectation, such as the percentage or number of patients under commercial insurance, the effects of the recent Change Healthcare (CHC) cybersecurity outage on us and our operations, current macroeconomic, marketplace and labor market conditions, and overall impact on our patients and teammates, as well as other statements regarding our future operations, financial condition and prospects, capital allocation plans, expenses, cost saving initiatives, other strategic initiatives, use of contract labor, government and commercial payment rates, expectations related to value-based care (VBC), integrated kidney care (IKC), Medicare Advantage (MA) plan enrollment and our international operations, expectations regarding increased competition and marketplace changes, including those related to new or potential entrants in the dialysis and pre-dialysis marketplace and the potential impact of innovative technologies, drugs, or other treatments on the dialysis industry, expectations regarding the impact of our continuing cost-savings initiatives and our 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" 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:
•current macroeconomic and marketplace conditions, including without limitation, the impact of global events and political or governmental volatility; the impact of the domestic political environment and related developments on the current healthcare marketplace, our patients and on our business; the continuing impact of the COVID-19 pandemic on our operations, reputation, financial condition and the chronic kidney disease (CKD) population and our patient population; supply chain challenges and disruptions, including without limitation with respect to certain key services provided to us and certain critical clinical supplies and equipment, and including any impacts on our supply chain as a result of natural disasters; the potential impact of new or potential entrants in the dialysis and pre-dialysis marketplace and potential impact of innovative technologies, drugs, or other treatments on our patients and industry; elevated teammate turnover or labor costs; the impact of continued increased competition from dialysis providers and others; and our ability to respond to challenging U.S. and global economic and marketplace conditions, including, among other things, our ability to successfully identify cost saving opportunities and to invest in and implement cost saving initiatives;
•the concentration of profits generated by higher-paying commercial payor plans for which there is continued downward pressure on average realized payment rates; a reduction in the number or percentage of our patients under commercial plans, including, without limitation, as a result of continuing legislative efforts to restrict or prohibit the use and/or availability of charitable premium assistance, or as a result of payors implementing restrictive plan designs;
•risks arising from potential changes in or new laws, regulations or requirements applicable to us, including, without limitation, those related to healthcare, antitrust matters, including, among others, non-competes and other restrictive covenants, and acquisition, merger, joint venture or similar transactions and/or labor matters, and potential impacts of changes in enforcement thereof or related litigation impacting, among other things, coverage or reimbursement rates for our services or the number of patients enrolled in or that select higher-paying commercial plans, and the risk that we make incorrect assumptions about how our patients will respond to any such developments;
•our ability to successfully implement our strategies with respect to IKC and VBC initiatives and home based dialysis in the desired time frame and in a complex, dynamic and highly regulated environment;
•a reduction in government payment rates under the Medicare End Stage Renal Disease program, state Medicaid or other government-based programs and the impact of the MA benchmark structure;
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•our reliance on significant suppliers, service providers and other third party vendors to provide key support to our business operations and enable our provision of services to patients, such as, among others, CHC, Baxter and other suppliers of certain pharmaceuticals, services or critical clinical products; and risks resulting from a closure, reduction or other disruption in the services or products provided to us by such suppliers, service providers and third party vendors, such as the closure of certain Baxter manufacturing facilities following Hurricane Helene;
•noncompliance by us or our business associates with any privacy or security laws or any security breach by us or a third party, such as the recent cyberattack on CHC, including, among other things, any such non-compliance or breach involving the misappropriation, loss or other unauthorized use or disclosure of confidential information;
•legal and compliance risks, such as compliance with complex, and at times, evolving government regulations and requirements, and with additional laws that may apply to our operations as we expand geographically or enter into new lines of business;
•our ability to attract, retain and motivate teammates and our ability to manage potential disruptions to our business and operations, including potential work stoppages, operating cost increases or productivity decreases whether due to union organizing activities, legislative or other changes, demand for labor, volatility and uncertainty in the labor market, the current challenging and highly competitive labor market conditions, including due to the ongoing nationwide shortage of skilled clinical personnel, or other reasons;
•changes in pharmaceutical practice patterns, reimbursement and payment policies and processes, or pharmaceutical pricing, including with respect to oral phosphate binders, among other things;
•our ability to develop and maintain relationships with physicians and hospitals, changing affiliation models for physicians, and the emergence of new models of care or other initiatives that, among other things, may erode our patient base and impact reimbursement rates;
•our ability to complete and successfully integrate and operate acquisitions, mergers, dispositions, joint ventures or other strategic transactions on terms favorable to us or at all; and our ability to successfully expand our operations and services in markets outside the United States, or to businesses or products outside of dialysis services;
•the variability of our cash flows, including, without limitation, any extended billing or collections cycles including, without limitation, due to defects or operational issues in our billing systems or in the billing systems or services of third parties on which we rely, such as the operational issues at CHC resulting from a recent cyberattack; 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;
•the effects on us or others of natural or other disasters, public health crises or adverse weather events such as hurricanes, earthquakes, fires or flooding;
•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 any use by us of a considerable amount of available funds to repurchase stock;
•our aspirations, goals and disclosures related to environmental, social and governance (ESG) matters, including, among other things, evolving regulatory requirements affecting ESG standards, measurements and reporting requirements; and
•the other risk factors, trends and uncertainties set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 (2023 10-K), and the risks and uncertainties discussed in any subsequent reports that we file or furnish with the Securities and Exchange Commission (SEC) from time to time.
The following should be read in conjunction with our condensed consolidated financial statements.
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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 our U.S. integrated kidney care (IKC) business, our U.S. other ancillary services, and our international operations, which we collectively refer to as our ancillary services, as well as our corporate administrative support functions. 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).
General Economic and Marketplace Conditions; Legal and Regulatory Developments
Developments in general economic and market conditions have directly and indirectly impacted the Company and in the future could have a material adverse impact on our patients, teammates, physician partners, suppliers, business, operations, reputation, financial condition, results of operations, share price, cash flows and/or liquidity. Many of these external factors and conditions are interrelated, including, among other things, inflation, potential interest rate volatility and other economic conditions, labor market conditions, wage pressure, the increased mortality rates of our patients and other ESKD or CKD patients, supply chain challenges and the potential impact and application of innovative technologies, drugs or other treatments. Certain of these impacts could be further intensified by concurrent global events such as the ongoing conflicts between Russia and Ukraine and in Israel, Gaza and the surrounding areas, which have continued to drive sociopolitical and economic uncertainty across the globe, as well as severe weather events and other natural disasters, such as Hurricane Helene and Hurricane Milton, which have impacted national supply chain challenges, among other things.
Operational and Financial Impacts
In the third quarter of 2024, treatment per day volumes were generally flat compared to the second quarter of 2024. We continue to experience a negative impact on revenue and treatment volume due to, among other things, elevated mortality rates of our patients in comparison to the periods prior to the pandemic and the associated adverse impact on our patient census. Treatment volumes during the year have been and may continue to be adversely impacted by higher than expected missed treatment rates, which during the quarter were driven primarily by severe weather events. In addition, new-to-dialysis admission rates, treatment volumes, future revenues and non-acquired growth, among other things, could continue to be negatively impacted over time to the extent that the ESKD and CKD populations experience sustained elevated mortality levels. The magnitude of these cumulative impacts could have a material adverse impact on our results of operations, financial condition and cash flows.
Ongoing global economic conditions and political and regulatory developments, such as general labor, supply chain and inflationary pressures have increased, and will likely continue to increase, our expenses, including, among others, staffing, labor, and supply costs. We have significant suppliers and service providers, with a substantial portion of our total vendor spend concentrated with a limited number of third party suppliers and service providers. These third party suppliers and service providers include, without limitation, providers performing certain key functions for us such as claims processing functions, suppliers of pharmaceuticals or clinical products that may be the primary source of products critical to the services we provide, or to which we have committed obligations to make purchases, sometimes at particular prices. It may be difficult, costly and time consuming for us to transition away from any of these significant suppliers and service providers. We have experienced service disruptions relating to key business functions and supply chain shortages with respect to certain of our equipment and clinical supplies, including critical clinical and other supplies. While we have made certain operational changes in response to the foregoing, there can be no assurance that a future shortage or disruption would not require additional resources or further operational changes in the future.
There can be no assurance that our third party suppliers and service providers will provide, or continue to provide, the services or products that we require or that substitute services or products, or alternate suppliers or service providers, can be identified or transitioned to on a timely or cost-effective basis or at all. If our significant suppliers and service providers do not meet our needs, and we are not able to find adequate alternative sources for these products or services on a timely or cost-effective basis, it could require us to make significant operational changes, could impact our ability to provide dialysis services we offer, and could otherwise have a material adverse impact on our business, results of operations, financial condition and cash flows.
In September 2024, Baxter International Inc. (Baxter) notified us that Hurricane Helene caused extensive damage to its manufacturing plant in North Cove, North Carolina. The damage required Baxter to close the facility and halt production of certain clinical products Baxter supplies to us and other health care providers, including saline and peritoneal dialysate. As a result of this disruption, we worked with Baxter, other suppliers, and federal and state governmental agencies to identify alternate sources for these supplies and have implemented certain operational measures, including conservation measures and a temporary hold on new starts for PD home-based dialysis, all of which were developed to maintain continuity of care for our
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patients. Most of these operational changes remain ongoing, and we are continuing to assess the potential impact of this storm and other severe weather events on our business and results of operations. In general, we are continuing to assess the balance of efficiency and resilience in evaluating the risk of future supply chain shortages or service disruptions. For further discussion of the risks related to our supplier needs, see the discussion in the risk factors in Part I, Item 1A Risk Factors of our 2023 10-K under the heading, "If certain of our suppliers do not meet our needs..."
During the quarter we continued to pay elevated compensation levels to our teammates compared to the prior year. We expect certain of these increased staffing and labor costs to continue, due to, among other factors, the continuation of a challenging healthcare labor market. The cumulative impact of these increased costs could be material. In addition, potential staffing shortages or other potential developments or disruptions related to our teammates, if material, could ultimately lead to the unplanned closures of certain centers or adversely impact clinical operations, or may otherwise have a material adverse impact on our ability to provide dialysis services or the cost of providing those services, among other things. Our industry has also experienced increased union organizing activities. For example, union petitions have been filed in nine of our clinics in California and eight of these petitions are in different stages of the voting process and have been subject to legal challenges. We also have experienced a week-long attempted union-related work stoppage in these eight clinics, which concluded without impacting our ability to provide patient care. Regardless of the outcome of the ongoing elections, other teammates at other clinics may file similar petitions in the future, and these petitions, if filed, may lead to additional elections. If a significant portion of our teammates were to become unionized, we could experience, among other things, potential additional work stoppages or other business disruptions; adverse impacts to our financial results due to the costs of bargaining or implementing a grievance procedure and processing grievances; decreases in our operational flexibility and efficiency; or negative impacts on our employee culture. 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 expect to continue to be required to expend substantial resources, both time and financial. Any of these events or circumstances, including our responses to such events or circumstances, could have a material adverse effect on our employee relations, treatment growth, productivity, business, results of operations, financial condition, cash flows and reputation. For further discussion of the risks related to rising labor costs and union organizing activities, see the discussion in the risk factors in Part I, Item 1A Risk Factors of our 2023 10-K under the heading, "Our business is labor intensive..."
The impact of the pandemic on our patient population combined with the cost inflation trends and the inability of government reimbursement rates to keep pace with these cost trends, have put pressure on our existing cost structure, and we expect that certain of those increased costs will persist as inflationary and supply chain pressures and challenging labor market conditions continue, each as noted above. During the third quarter of 2024, we continued to invest in and implement cost savings initiatives designed to help mitigate these cost and volume pressures. These include identified cost savings related to the achievement of general and administrative cost efficiencies through ongoing initiatives, including, among others, those that increase our use of third party service providers to perform certain activities. These opportunities and investments also include, among others, initiatives relating to clinic optimization, capacity utilization improvement and procurement opportunities, as well as investments in revenue cycle management. We have incurred, and expect to continue to incur, charges in connection with the continued implementation of certain of these initiatives. There can be no assurance that we will be able to successfully execute these initiatives or that they will achieve expectations or succeed in helping offset the impact of these challenging conditions.
Legal and Regulatory Developments
As previously reported, on May 7, 2024, the Federal Trade Commission (FTC) published in the federal register a final rule that would generally ban all post-employment non-compete clauses with employees and prohibit employers from enforcing existing non-compete clauses in contracts with workers, with limited exceptions. On August 20, 2024, a federal court issued an injunction against the rule, preventing the FTC from enforcing it nationwide. As result, the FTC cannot implement or enforce its rule against any employer without violating the nationwide ban. The FTC is considering whether to appeal. Even though the rule has been enjoined, many state legislatures continue to introduce legislation that seeks to place limitations on restrictive covenants with workers. While few of these states have passed legislation that has directly affected our business, it is possible that new legislation could be introduced in the future. We are continuing to assess the potential impact of the rule as well as Congressional and state legislative efforts on our business. Such efforts, if successful, could have an adverse impact on, among other things, our agreements with teammates, our arrangements with medical directors, or the terms of our existing agreements with physicians. Any failure on our part to adequately adjust to any state regulations or future federal or state regulations and the potential impact thereof could have a material adverse effect on our business, results of operations, financial condition, cash flows and reputation.
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Change Healthcare
As previously reported, due to a cybersecurity breach that affected Change Healthcare (CHC), a subsidiary of UnitedHealth Group (United) that serves as an intermediary for processing the vast majority of our payment claims for domestic commercial and government payors, we temporarily suspended all claims processing activity with CHC (CHC Outage), primarily during a period of time during the first and second quarters, which impacted our cash flows. We have since resumed claims submissions and billing processes through CHC’s information technology systems and as of the date of this filing, through a combination of CHC's platform and certain alternate billing processes, we are current on our primary claims submissions. However, the CHC Outage, and the resultant delay in claims submissions, led to an increase in our days sales outstanding, among other things, which increase has since subsided, but we do continue to see delays in, and issues with, collections with some payors.
CHC has publicly reported online and in notices to affected individuals that it identified protected health information (PHI), or personally identifiable information (PII), from users of the CHC systems, and while CHC has been conducting investigations and data forensics, to date, we have not been informed that any of our data, including any PHI or PII from our patients, was impacted by the CHC Outage. However, the ultimate impact of the CHC Outage remains subject to future developments and risks that are difficult to predict. These risks may include, among other things, a recurrence of system outages or service suspensions or the risk that our information technology systems or our proprietary information and sensitive or confidential data, including PHI or PII, may have been compromised through the CHC Outage, any of which may have a material adverse effect on our business, results of operations, financial condition, cash flows and reputation. For a discussion of the risks associated with outages, disruptions or incidents at third parties on which we rely, see the risk factors in Part I, Item 1A of our 2023 10-K under the headings, "Failing to effectively maintain, operate or upgrade our information systems or those of third-party service providers upon which we rely..." and "Privacy and information security laws are complex…"
We believe that the aforementioned recent developments and general economic and marketplace conditions will continue to impact the Company in the future. Their ultimate impact depends on future developments that are highly uncertain and difficult to predict.
Financial Results
The discussion below includes analysis of our financial condition and results of operations for the three months ended September 30, 2024 compared to the three months ended June 30, 2024, and the year-to-date periods for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
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Consolidated results of operations
The following tables summarize our revenues, operating income (loss) and adjusted operating income (loss) by line of business. See the discussion of our results for each line of business following the tables. When multiple drivers are identified in the following discussion of results, they are listed in order of magnitude:
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
(dollars in millions)
Revenues:
U.S. dialysis$2,906 $2,841 $65 2.3 %
Other — Ancillary services376 362 14 3.9 %
Elimination of intersegment revenues(19)(17)(2)(11.8)%
Total consolidated revenues$3,264 $3,187 $77 2.4 %
Operating income (loss):
U.S. dialysis$549 $550 $(1)(0.2)%
Other — Ancillary services14 (19)33 173.7 %
Corporate administrative support(29)(25)(4)(16.0)%
Operating income$535 $506 $29 5.7 %
Adjusted operating income (loss)(1):
U.S. dialysis$549 $550 $(1)(0.2)%
Other — Ancillary services14 (19)33 173.7 %
Corporate administrative support(29)(25)(4)(16.0)%
Adjusted operating income$535 $506 $29 5.7 %
Certain columns, rows or percentages may not sum 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.
Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
(dollars in millions)
Revenues:
U.S. dialysis$8,503 $8,128 $375 4.6 %
Other — Ancillary services1,080 938 142 15.1 %
Elimination of intersegment revenues(63)(72)9 12.5 %
Total consolidated revenues$9,521 $8,994 $527 5.9 %
Operating income (loss):
U.S. dialysis$1,625 $1,331 $294 22.1 %
Other — Ancillary services(16)(18)2 11.1 %
Corporate administrative support(84)(100)16 16.0 %
Operating income$1,525 $1,213 $312 25.7 %
Adjusted operating income (loss)(1):
U.S. dialysis$1,590 $1,357 $233 17.2 %
Other — Ancillary services(16)(18)2 11.1 %
Corporate administrative support(84)(87)3 3.4 %
Adjusted operating income$1,490 $1,252 $238 19.0 %
Certain columns, rows or percentages may not sum 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.
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U.S. dialysis results of operations
Treatment volume:
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
Dialysis treatments7,350,784 7,265,444 85,340 1.2 %
Average treatments per day93,048 93,147 (99)(0.1)%
Treatment days79 78 1 1.3 %
Normalized non-acquired treatment growth(1)
(0.2)%0.4 %
Certain columns, rows or percentages may not sum 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 quarter versus the prior year quarter.
Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
Dialysis treatments21,767,740 21,655,618 112,122 0.5 %
Average treatments per day92,787 92,545 242 0.3 %
Treatment days235 234 1 0.4 %
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
Our U.S. dialysis treatment volume is directly correlated with our operating revenues and expenses. The increase in our U.S. dialysis treatments for the third quarter of 2024 from the second quarter of 2024 was primarily driven by one additional treatment day, partially offset by an increase in missed treatments and decreased patient count. The increase in our U.S. dialysis treatments for the nine months ended September 30, 2024 from the nine months ended September 30, 2023 was primarily driven by one additional treatment day and increased treatments from acquired and non-acquired treatment growth.
Revenues:
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
(dollars in millions, except per treatment data)
Total revenues$2,906 $2,841 $65 2.3 %
Average patient service revenue per treatment$394.49 $390.22 $4.27 1.1 %
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
(dollars in millions, except per treatment data)
Total revenues$8,503 $8,128 $375 4.6 %
Average patient service revenue per treatment$389.79 $374.46 $15.33 4.1 %
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
U.S. dialysis average patient service revenue per treatment for the third quarter of 2024 compared to the second quarter of 2024 increased primarily due to increases in average reimbursement rates and other normal fluctuations.
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U.S. dialysis average patient service revenue per treatment for the nine months ended September 30, 2024 increased compared to the nine months ended September 30, 2023 primarily driven by the increase in average reimbursement rates from normal annual rate increases including Medicare rate increases, as well as revenue cycle improvements, favorable changes in mix and an increase in hospital inpatient dialysis rates.
In June 2024, Centers for Medicare & Medicaid Services (CMS) issued a proposed rule to update the Medicare ESRD Prospective Payment System payment rate and policies for calendar year 2025. Among other things, the proposed rule, if finalized, would allow Medicare payment for dialysis in the home setting for beneficiaries with acute kidney injury and update requirements for the ESRD Quality Incentive Program. CMS estimates that the overall impact of the proposed rule will increase ESRD freestanding facilities’ average reimbursement by 2.1% in 2025.
Operating expenses:
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
(dollars in millions, except per treatment data)
Patient care costs$1,893 $1,855 $38 2.0 %
General and administrative301 282 19 6.7 %
Depreciation and amortization171 160 11 6.9 %
Equity investment income(8)(6)(2)(33.3)%
Total operating expenses and charges$2,357 $2,291 $66 2.9 %
Patient care costs per treatment$257.46 $255.25 $2.21 0.9 %
Certain columns, rows or percentages may not sum or recalculate due to the presentation of rounded numbers.
Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
(dollars in millions, except per treatment data)
Patient care costs$5,572 $5,485 $87 1.6 %
General and administrative858 819 39 4.8 %
Depreciation and amortization504 515 (11)(2.1)%
Equity investment income(20)(22)2 9.1 %
Gain on changes in ownership interest(35)— (35)(100.0)%
Total operating expenses and charges$6,878 $6,797 $81 1.2 %
Patient care costs per treatment$255.96 $253.30 $2.66 1.1 %
Certain columns, rows or percentages may not sum or recalculate due to the presentation of rounded numbers.
Charges impacting operating income
Closure costs. In the third quarter of 2022, we began a strategic review of our outpatient clinic capacity requirements and utilization, which had been significantly impacted by declines in our patient census due to the COVID-19 pandemic. This review continued through 2023, and has resulted in higher than normal charges for center capacity closures over the last several quarters. These capacity closure costs include net losses on assets retired, lease termination costs, asset impairments and accelerated depreciation and amortization.
During the third quarter of 2024, we incurred charges for U.S. dialysis center closures of approximately $18.3 million, which increased our patient care costs by $3.5 million, our general and administrative expenses by $3.8 million and our depreciation and amortization expense by $11.0 million. By comparison, during the second quarter of 2024, charges for U.S. dialysis center closures were approximately $15.3 million, which increased our patient care costs by $6.5 million, our general and administrative expenses by $8.7 million and our depreciation and amortization expense by $0.1 million.
During the nine months ended September 30, 2024, charges for U.S. dialysis center closures were approximately $48.2 million, which increased our patient care costs by $13.3 million, our general and administrative expenses by $19.6 million and our depreciation and amortization expense by $15.3 million. By comparison, during the nine months ended September 30, 2023, charges for U.S. dialysis center closures were approximately $67.3 million, which increased our patient care costs by
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$22.7 million, our general and administrative expenses by $16.0 million and our depreciation and amortization expense by $28.6 million.
We will continue to optimize our U.S. dialysis center footprint through center mergers and/or closures and expect our center closure rates to remain at elevated levels over the remainder of 2024.
Severance costs. During the fourth quarter of 2022, we committed to a plan to increase efficiencies and cost savings in certain general and administrative support functions. As a result of this plan, we recognized expenses related to termination and other benefit commitments in our U.S. dialysis business. This plan included charges of $26.3 million during the nine months ended September 30, 2023.
Patient care costs. U.S. dialysis patient care costs per treatment for the third quarter of 2024 increased from the second quarter of 2024 primarily due to increased compensation expenses, including increased wage rates and payroll taxes. Patient care costs per treatment were also affected by increases in health benefit expense and other direct operating expenses associated with our dialysis centers, including seasonal increases in utilities expense, as well as increased minor equipment expense. These increases were partially offset by decreases in insurance costs and travel costs. Additionally, our fixed other direct operating expenses positively impacted patient care costs per treatment due to increased treatments in the third quarter of 2024. Patient care costs per treatment were also favorably impacted by decreased medical supplies expense, professional fees and center closure costs.
U.S. dialysis patient care costs per treatment for the nine months ended September 30, 2024 increased from the nine months ended September 30, 2023 primarily due to increased compensation expenses, including increased wage rates and headcount, as well as increases in health benefit expense, medical supplies expense, insurance costs and other direct operating expenses associated with our dialysis centers, including lower expense in the nine months ended 2023 related to our virtual power purchase arrangements. These increases were partially offset by decreased contributions to charitable organizations, contract wages, center closure costs, IT-related costs and professional fees.
General and administrative expenses. U.S. dialysis general and administrative expenses in the third quarter of 2024 increased from the second quarter of 2024 primarily due to increased advocacy costs, compensation expenses, IT-related costs, travel costs and professional fees. These increases were partially offset by a decrease in center closure costs.
U.S. dialysis general and administrative expenses for the nine months ended September 30, 2024 increased from the nine months ended September 30, 2023 due to increased compensation expenses, including increased wage rate and headcount, as well as increases in advocacy costs, including a refund received in 2023 related to 2022 advocacy costs. Other drivers of this change include increases in IT-related costs, contract wages, center closure costs and professional fees. These increases were partially offset by decreased severance costs, as described above, and contributions to charitable organizations.
Depreciation and amortization. U.S. dialysis depreciation and amortization expenses in the third quarter of 2024 increased compared to the second quarter of 2024 primarily due to increased accelerated depreciation related to center closures.
U.S. dialysis depreciation and amortization expenses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 decreased primarily due to decreased accelerated depreciation related to center closures.
Equity investment income. U.S. dialysis equity investment income for the third quarter of 2024 compared to the second quarter of 2024 increased due to increased profitability at certain nonconsolidated dialysis partnerships. Equity investment income for the nine months ended September 30, 2024 decreased compared to the nine months ended September 30, 2023 due to the consolidation of a previously nonconsolidated dialysis partnership in the first quarter of 2024, partially offset by increased profitability at certain nonconsolidated dialysis partnerships.
Gain on changes in ownership interests. During the first quarter of 2024, we acquired a controlling interest in a previously nonconsolidated dialysis partnership for which we recognized a non-cash gain of $35.1 million on our prior investment upon consolidation.
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Operating income and adjusted operating income:
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
(dollars in millions)
Operating income$549 $550 $(1)(0.2)%

Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
(dollars in millions)
Operating income$1,625 $1,331 $294 22.1 %
Adjusted operating income(1)
$1,590 $1,357 $233 17.2 %
(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 for the third quarter of 2024 compared to the second quarter of 2024 was negatively impacted by increased compensation expenses, health benefit expense and other direct operating expenses associated with our dialysis centers, including seasonal increases in utilities expense. Operating income was also negatively impacted by increased advocacy costs, center closure costs, as described above, IT-related costs and minor equipment expense. Operating income was positively impacted by increased average patient service revenue per treatment and dialysis treatments, as described above, as well as decreased insurance costs.
U.S. dialysis operating income for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was impacted by a gain on changes in ownership interest and severance costs, as described above. U.S. dialysis operating income and adjusted operating income for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 were positively impacted by an increase in average patient service revenue per treatment and dialysis treatments, as described above. Operating income and adjusted operating income were also positively impacted by decreases in contributions to charitable organizations, center closure costs, as described above, and contract wages. Operating income and adjusted operating income were negatively impacted by increases in compensation expenses, health benefit expense, medical supplies expense and advocacy costs, including the refund described above. Operating income and adjusted operating income were also negatively impacted by increases in insurance costs, IT-related costs and other direct operating expenses associated with our dialysis centers.
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 September 30, 2024, these consisted principally of our U.S. IKC business, certain U.S. other ancillary businesses (including our clinical research programs, transplant software business, and venture investment group), and our international operations.
As of September 30, 2024, DaVita IKC provided integrated care and disease management services to approximately 69,500 patients in risk-based integrated care arrangements and to an additional 13,900 patients in other integrated care arrangements. We also 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 kidney disease.
For a discussion of the risks related to IKC and our ancillary services, see the discussion in the risk factors in Part I, Item 1A Risk Factors of our 2023 10-K under the headings, "The U.S. integrated kidney care, U.S. other ancillary services and international operations that we operate or invest in now or in the future..." and "If we are not able to successfully implement our strategy with respect to our integrated kidney care and value-based care initiatives..."
As of September 30, 2024, our international dialysis operations provided dialysis and administrative services through a total of 453 outpatient dialysis centers located in 13 countries outside of the United States.
33

Ancillary services results of operations
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
(dollars in millions)
Revenues:
U.S. IKC$112 $114 $(2)(1.8)%
U.S. other ancillary6 7 (1)(14.3)%
International258 242 16 6.6 %
Total ancillary services revenues$376 $362 $14 3.9 %
Operating (loss) income:
U.S. IKC$(2)$(34)$32 94.1 %
U.S. other ancillary(2)(2)— — %
International(1)
18 17 1 5.9 %
Total ancillary services operating income (loss)$14 $(19)$33 173.7 %
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
(1)The reported operating income and adjusted operating income for the three months ended September 30, 2024 and June 30, 2024 includes foreign currency (losses) gains embedded in equity method income recognized from our APAC JV of approximately $(3.7) million and $0.4 million, respectively.
Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
(dollars in millions)
Revenues:
U.S. IKC$342 $351 $(9)(2.6)%
U.S. other ancillary20 18 2 11.1 %
International719 569 150 26.4 %
Total ancillary services revenues$1,080 $938 $142 15.1 %
Operating (loss) income:
U.S. IKC$(62)$(66)$4 6.1 %
U.S. other ancillary(6)(7)1 14.3 %
International(1)
51 54 (3)(5.6)%
Total ancillary services operating (loss) income$(16)$(18)$2 11.1 %
Adjusted operating (loss) income(2):
U.S. IKC$(62)$(65)$3 4.6 %
U.S. other ancillary(6)(7)1 14.3 %
International(1)
51 54 (3)(5.6)%
Total ancillary services adjusted operating (loss) income$(16)$(18)$2 11.1 %
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
(1)The reported operating income and adjusted operating income for the nine months ended September 30, 2024 and September 30, 2023 includes foreign currency (losses) gains embedded in equity method income recognized from our Asia Pacific joint venture (APAC JV) of approximately $(1.8) million and $1.0 million, respectively.
(2)For a reconciliation of adjusted operating (loss) income by reportable segment, see the “Reconciliations of Non-GAAP measures” section below.
34

Revenues
IKC revenues for the third quarter of 2024 decreased compared to the second quarter of 2024 due to a decrease in revenues related to the disposal of our physician services business, partially offset by an increase in revenues from our special needs plans and a net increase in shared savings. U.S. other ancillary revenues for the third quarter of 2024 remained relatively flat compared to the second quarter of 2024. International revenues for the third quarter of 2024 increased compared to the second quarter of 2024 due to acquired treatment growth.
IKC revenues for the nine months ended September 30, 2024 decreased compared to the nine months ended September 30, 2023 due to decreased revenues from our special needs plans and the disposal of our physician services business, partially offset by a net increase in shared savings. U.S. other ancillary services revenues for the nine months ended September 30, 2024 remained relatively flat compared to the nine months ended September 30, 2023. Our international revenues for the nine months ended September 30, 2024 increased from the nine months ended September 30, 2023 due to acquired and non-acquired treatment growth and average reimbursement rate increases in certain countries.
Charges impacting operating income
Severance and other costs. During the fourth quarter of 2022, similar to U.S. dialysis, we committed to a plan to increase efficiencies and cost savings in certain general and administrative support functions and other overhead costs. As a result of this plan, we recognized expenses related to termination and other benefit commitments in our IKC business of $0.4 million during the nine months ended September 30, 2023.
Operating income (loss) and adjusted operating income (loss)
IKC operating loss for the third quarter of 2024 compared to the second quarter of 2024 decreased, primarily due to decreased medical costs and increased revenues related to our special needs plans, as well as the disposal of our physician services business. U.S. other ancillary services operating loss for the third quarter of 2024 was relatively flat compared to the second quarter of 2024. International operating income for the third quarter of 2024 increased from the second quarter of 2024 primarily due to increased revenues, as described above, partially offset by acquisition-related operating costs and decreased equity income resulting from fluctuations in foreign currency at our APAC JV.
IKC operating loss for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was impacted by severance costs, as described above. IKC operating loss and adjusted operating loss for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 decreased, primarily due to a net increase in shared savings, the disposal of our physician services business and decreased medical costs for our special needs plans. These increases were partially offset by continued investments in our integrated care support functions and decreased revenues from our special needs plans. Other U.S. ancillary services operating loss for the nine months ended September 30, 2024 remained relatively flat compared to the nine months ended September 30, 2023. International operating income for the nine months ended September 30, 2024 decreased compared to the nine months ended September 30, 2023 primarily driven by increased acquisition-related costs, partially offset by increases in revenue, as described above.
Corporate administrative support
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
(dollars in millions)
Corporate administrative support$(29)$(25)$(4)(16.0)%
Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
(dollars in millions)
Corporate administrative support$(84)$(100)$16 16.0 %
Adjusted corporate administrative support(1)
$(84)$(87)$3 3.4 %
(1)For a reconciliation of our effective income tax rate attributable to DaVita Inc., see the "Reconciliations of Non-GAAP measures" section below.
35

Accruals for legal matters. During nine months ended September 30, 2023, we recorded a charge of $11 million for a legal matter within corporate administrative support.
Corporate administrative support expenses for the third quarter of 2024 compared to the second quarter of 2024 increased primarily due to increased payroll taxes and professional fees. Corporate administrative support expenses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 were affected by accruals for legal matters, as described above. Corporate administrative support expenses and adjusted corporate administrative support expenses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 decreased primarily due to decreased long-term incentive compensation, partially offset by increased compensation expenses.
Corporate-level charges
Three months endedQ3 2024 vs. Q2 2024
September 30,
2024		June 30,
2024		AmountPercent
(dollars in millions)
Debt expense$135 $98 $37 37.8 %
Debt extinguishment and modification costs$10 $10 $— — %
Other loss, net$17 $27 $(10)(37.0)%
Effective income tax rate20.8 %19.3 %1.5 %
Effective income tax rate attributable to DaVita Inc.(1)
26.5 %24.2 %2.3 %
Net income attributable to noncontrolling interests$81 $77 $4 5.2 %
(1)For a reconciliation of our effective income tax rate attributable to DaVita Inc., see the "Reconciliations of Non-GAAP measures" section below.
Nine months endedYTD Q3 2024 vs. YTD Q3 2023
September 30,
2024		September 30,
2023		AmountPercent
(dollars in millions)
Debt expense$332 $302 $30 9.9 %
Debt extinguishment and modification costs$20 $8 $12 150.0 %
Other loss, net$57 $15 $42 280.0 %
Effective income tax rate19.3 %18.2 %1.1 %
Effective income tax rate attributable to DaVita Inc.(1)
24.1 %22.9 %1.2 %
Net income attributable to noncontrolling interests$224 $186 $38 20.4 %
(1)For a reconciliation of our effective income tax rate attributable to DaVita Inc., see the "Reconciliations of Non-GAAP measures" section below.
Debt expense
Debt expense for the third quarter of 2024 compared to the second quarter of 2024 increased primarily due to an increase in our weighted average effective interest rate principally related to the expiration of our 2019 interest rate cap agreements on June 30, 2024, which had lower rates than our currently effective interest rate caps. This change was also driven by an increase in our long-term debt balance related to the incremental borrowing on our Term Loan A-1 and issuance of 6.875% senior notes due 2032, partially offset by the repayment of our Term Loan B-1.
Debt expense for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 increased primarily due to an increase in our long-term debt balance related to the issuance of 6.875% senior notes due 2032 and incremental borrowing on our Term Loan A-1, partially offset by the repayment of the non-extended Term Loan B-1, as well as an increase in our weighted average effective interest rate principally related to the expiration of our 2019 interest rate cap agreements, as described above.
Our overall weighted average effective interest rate for the three months ended September 30, 2024 was 5.69% compared to 4.27% for the three months ended June 30, 2024. See Note 7 to the condensed consolidated financial statements for further information on the components of our debt.
36

Debt prepayment, extinguishment and modification costs
The three months ended September 30, 2024 included debt prepayment, extinguishment and modifications costs of $10 million comprised partially of fees incurred in connection with the additional incremental borrowing on our Term Loan A-1 (the Incremental Term Loan A-1) and partially of deferred financing costs and original issue discount written off for the extinguishment of the non-extended Term Loan B-1. Comparatively, the three months ended June 30, 2024 included debt prepayment, extinguishment and modification costs of $10 million comprised partially of fees incurred in connection with the extension of the maturity date of a portion of our Term Loan B-1 from August 2026 to May 2031 (the Term Loan B-1 Extension) and partially of deferred financing costs and original issue discount written off for the portion of debt considered extinguished and reborrowed as a result of the Term Loan B-1 Extension.
The nine months ended September 30, 2024 included debt prepayment, extinguishment and modification costs of $20 million comprised partially of fees incurred in connection with the Incremental Term Loan A-1 and Term Loan B-1 Extension, each described above, and partially of deferred financing costs and original issue discount written off for the extinguishment of the non-extended Term Loan B-1 as described above. Comparatively, the nine months ended September 30, 2023 included debt extinguishment and modification costs of $8 million related to the refinancing of our prior Term Loan A and prior revolving line of credit. These costs were composed partially of deferred financing costs written off for the portion of this debt considered extinguished and reborrowed and partially of fees incurred as part of this debt refinancing. See Note 7 to the condensed consolidated financial statements for further information on the Incremental Term Loan A-1, Term Loan B-1 Extension and the components of our debt.
Other loss, net
Other loss for the third quarter of 2024 decreased compared to the second quarter of 2024 primarily due to a decrease in equity investment losses at Mozarc Medical Holding LLC (Mozarc), increased interest income and decreased losses on foreign currency translation, partially offset by increased net losses on other investments. Other loss for the nine months ended September 30, 2024 increased compared to the nine months ended September 30, 2023, primarily driven by increased equity investment losses in Mozarc, including the $14 million gain recognized in the second quarter of 2023 on the non-cash assets contributed to Mozarc, partially offset by decreases in net losses on other investments and losses on foreign currency translation.
Effective income tax rate
The effective income tax rate and the effective income tax rate attributable to DaVita Inc. increased for the third quarter of 2024 compared to the second quarter of 2024 primarily due to an increase in nondeductible executive compensation.
The effective income tax rate and the effective income tax rate attributable to DaVita Inc. for the nine months ended September 30, 2024 increased compared to the nine months ended September 30, 2023 primarily due to one time benefits recognized in the connection with the closure of our federal IRS exam during 2023 and a larger benefit recognized for finalized tax returns in 2023 partially offset by a nontaxable noncash gain on change in ownership recognized in 2024.
Net income attributable to noncontrolling interests
The increase in net income attributable to noncontrolling interests for the third quarter of 2024 from the second quarter of 2024 and for the nine months ended September 30, 2024 from the nine months ended September 30, 2023 was due to increased profitability at certain U.S. dialysis partnerships.
U.S. dialysis accounts receivable
Our U.S. dialysis accounts receivable balances at September 30, 2024 and December 31, 2023 were $1.707 billion and $1.632 billion, respectively, representing approximately 54 days of revenue outstanding (DSO) for both periods. Our DSO calculation is based on the current quarter’s average revenues per day. There were no significant changes from the second quarter of 2024 to the third quarter of 2024 in the carrying amount of accounts receivable outstanding over one year old.
37

Liquidity and capital resources
The following table summarizes our major sources and uses of cash, cash equivalents and restricted cash:
Nine months ended September 30,YTD Q3 2024 vs. YTD Q3 2023
20242023AmountPercent
(dollars in millions and shares in thousands)
Net cash provided by operating activities:
Net income$901 $726 $175 24.1 %
Non-cash items in net income664 664 — — %
Other working capital changes(71)191 (262)(137.2)%
Other(21)(7)(14)(200.0)%
$1,474 $1,574 $(100)(6.4)%
Net cash used in investing activities:
Maintenance capital expenditures(1)
$(275)$(287)$12 4.2 %
Development capital expenditures(2)
(110)(122)12 9.8 %
Acquisition expenditures(161)(8)(153)(1,912.5)%
Proceeds from sale of self-developed properties11 5 6 120.0 %
Other12 (192)204 106.3 %
$(523)$(604)$81 13.4 %
Net cash used in financing activities:
Debt issuances (payments), net$1,171 $(521)$1,692 324.8 %
Deferred and debt related financing costs(46)(53)7 13.2 %
Distributions to noncontrolling interests(229)(203)(26)(12.8)%
Contributions from noncontrolling interests11 12 (1)(8.3)%
Stock award exercises and other share issuances(112)(41)(71)(173.2)%
Share repurchases(1,021)— (1,021)(100.0)%
Other(26)40 (66)(165.0)%
$(252)$(767)$515 67.1 %
Total number of shares repurchased7,508 — 7,508 100.0 %
Free cash flow(3)
$882 $979 $(97)(9.9)%
Certain columns or rows may not sum due to the presentation of rounded numbers.
(1)Maintenance capital expenditures represent capital expenditures to maintain the productive capacity of the business and include those made for investments in information technology, dialysis center renovations, capital asset replacements, and any other capital expenditures that are not development or acquisition expenditures.
(2)Development capital expenditures principally represent capital expenditures (other than acquisition expenditures) made to expand the productive capacity of the business and include those for new U.S. and international dialysis center developments, dialysis center expansions and relocations, and new or expanded contracted hospital operations.
(3)For a reconciliation of our free cash flow, see the "Reconciliations of Non-GAAP measures" section below.
Consolidated cash flows
Consolidated cash flows from operating activities during the nine months ended September 30, 2024 decreased compared to the nine months ended September 30, 2023. The decrease was principally due to decreased cash collections resulting from the CHC Outage, described above, and increased cash taxes paid, partially offset by improved operating results and increases in other working capital items.
CHC began to restore claims submission functionality on March 28, 2024 and we have resumed claims submissions and billing processes through CHC’s information technology systems. As of September 30, 2024, through a combination of CHC's platform and certain alternate billing processes, we are current on our primary claims submissions. During the third quarter of
38

2024, accounts receivable balances and DSO have declined, but we do continue to see delays in, and issues with, collections with some payors.
Free cash flow during the nine months ended September 30, 2024 decreased as compared to the nine months ended September 30, 2023 primarily due to a decrease in net cash provided by operating activities, as described above, and increased distributions to noncontrolling interests partially offset by a decrease in capital expenditures.
Significant sources of cash during the period included the extension of the maturity date from August 2026 to May 2031 for a portion of our Term Loan B-1 (the Extended Term Loan B-1 transaction) in the aggregate principal amount of approximately $1,640 million, (such portion referred to as the Extended Term Loan B-1), the incurrence of an incremental Term Loan A-1 tranche in the aggregate principal amount of $1,100 million (such portion referred to as the Incremental Term Loan A-1), the issuance of 6.875% senior notes due 2032 in the amount of $1,000 million (the 6.875% Senior Notes) and Change Healthcare temporary funding assistance of $120 million, net, pursuant to the CHC Funding Arrangement in the nine months ended September 30, 2024. Significant uses of cash during that same period included debt prepayments on Term Loan B-1 in the aggregate amount of approximately $2,590 million as part of the Extended Term Loan B-1, Incremental Term Loan A-1 and 6.875% Senior Notes transactions, and regularly scheduled principal payments under our senior secured credit facilities totaling approximately $45 million on our Term Loan A-1 and $14 million on Term Loan B-1, as well as additional required payments under other debt arrangements. Additionally, we recognized financing cash outflows of $35 million in deferred financing costs and discount related to the Fourth and Sixth Amendments to the Senior Secured Credit Agreement and 6.875% Senior Notes transactions, as well as $11 million in cap premium fees for our 2024 forward interest rate cap agreements. In addition, during the nine months ended September 30, 2024 we used cash to repurchase 7,507,842 shares of our common stock.
By comparison, the same period in 2023 included the pay-off of the remaining principal balance outstanding on our prior Term Loan A and prior revolving line of credit in the amount of $1,444 million and $150 million, respectively, and regularly scheduled and other principal payments under our senior secured credit facilities totaling approximately $54 million on our prior Term Loan A, $8 million on our new Term Loan A-1, $50 million on Term Loan B-1, additional net repayments of $15 million on our revolving line of credit, as well as additional required payments under other debt arrangements. Additionally, we recognized financing cash outflows of $30 million in deferred financing costs related to the Second and Third Amendments to the Senior Secured Credit Agreement and $23 million in cap premium fees for our 2023 forward interest cap agreements. Significant sources of cash during the period included the refinancing of our prior Term Loan A and revolving line of credit with a secured Term Loan A-1 facility in the aggregate principal amount of $1,250 million.
Dialysis center footprint
The table below shows the footprint of our dialysis operations by number of dialysis centers owned or operated:
U.S.International
Three months ended
September 30,		Nine months ended
September 30,		Three months ended
September 30,		Nine months ended
September 30,
20242023202420232024202320242023
Number of centers operated at beginning of period2,672 2,703 2,675 2,724 452 353 367 350 
Acquired centers— — 12 — 1 2 91 4 
Developed centers3 5 12 18 4 3 5 8 
Net change in non-owned managed or
 administered centers(1)
— 1 (8)3 — 1 — 1 
Sold and closed centers(2)
(2)— (11)(3)— — (2)(2)
Closed centers(3)
(13)(15)(20)(48)(4)— (8)(2)
Number of centers operated at end of period2,660 2,694 2,660 2,694 453 359 453 359 
(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 APAC JV 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.
39

Stock repurchases
The following table summarizes our common stock repurchases during the three and nine months ended September 30, 2024:
Three months ended September 30, 2024Nine months ended September 30, 2024
Shares repurchased (in thousands)
Amount paid (in millions)(1)
Average price paid per share(2)
Shares repurchased (in thousands)
Amount paid (in millions)(1)
Average price paid per share(2)
Open market repurchases:2,734$406$147.207,508$1,022$134.98
(1)Includes commissions and the 1% excise tax imposed on certain stock repurchases made after December 31, 2022 by the Inflation Reduction Act of 2022. The excise tax is recorded as part of the cost basis of treasury stock repurchased and, as such, is included in stockholders’ equity.
(2)Excludes commissions and the excise tax described above.
We did not repurchase any shares during the three and nine months ended September 30, 2023.
Available liquidity
As of September 30, 2024, we had an undrawn revolving line of credit under our senior secured credit facilities of $1.5 billion. Credit available under this revolving line of credit is reduced by the amount of any letters of credit outstanding thereunder, of which there were none as of September 30, 2024. We separately had approximately $154 million in letters of credit outstanding under a separate bilateral secured letter of credit facility.
See Note 7 to the condensed consolidated financial statements for components of our long-term debt and their interest rates.
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. From time to time, depending on market conditions, our capital requirements and the availability of financing, among other things, we may seek to refinance our existing debt and may incur additional indebtedness. 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 Part I, Item 1A Risk Factors of our 2023 10-K.
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. IKC business, our U.S. other ancillary services, our international business, and for our total ancillary services which combines them and is disclosed as our other segments category, in addition to our corporate administrative support.
In connection with a comment letter from the Securities and Exchange Commission Staff, beginning in the second quarter of 2024, we have updated the presentation of our non-GAAP measures to no longer exclude center closure costs for all periods presented. To facilitate comparisons, the non-GAAP measures presented for prior periods also have been conformed to the presentation of the non-GAAP measures for the current period.
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 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.
40

Finally, our free cash flow represents net cash provided by operating activities less distributions to noncontrolling interests, development capital expenditures, and maintenance capital expenditures; 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 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.
Three months ended September 30, 2024
U.S. dialysisAncillary servicesCorporate administrationConsolidated
U.S. IKCU.S. OtherInternationalTotal
(dollars in millions)
Operating income (loss)$549 $(2)$(2)$18 $14 $(29)$535 
Adjusted operating income (loss)(4)
$549 $(2)$(2)$18 $14 $(29)$535 
Three months ended June 30, 2024
U.S. dialysisAncillary servicesCorporate administrationConsolidated
U.S. IKCU.S. OtherInternationalTotal
(dollars in millions)
Operating income (loss)$550 $(34)$(2)$17 $(19)$(25)$506 
Adjusted operating income (loss)(4)
$550 $(34)$(2)$17 $(19)$(25)$506 
Nine months ended September 30, 2024
U.S. dialysisAncillary servicesCorporate administrationConsolidated
U.S. IKCU.S. OtherInternationalTotal
(dollars in millions)
Operating income (loss)$1,625 $(62)$(6)$51 $(16)$(84)$1,525 
Gain on changes in ownership
 interest(1)
(35)— — — — — (35)
Adjusted operating income (loss)(4)
$1,590 $(62)$(6)$51 $(16)$(84)$1,490 
Nine months ended September 30, 2023
U.S. dialysisAncillary servicesCorporate administrationConsolidated
U.S. IKCU.S. OtherInternationalTotal
(dollars in millions)
Operating income (loss)$1,331 $(66)$(7)$54 $(18)$(100)$1,213 
Severance and other costs(2)
26 — — — — 1 28 
Legal matter(3)
— — — — — 11 11 
Adjusted operating income (loss)(4)
$1,357 $(65)$(7)$54 $(18)$(87)$1,252 
Certain columns or rows in the above tables may not sum or recalculate due to the presentation of rounded numbers.
(1)Represents a non-cash gain recognized on the acquisition of a controlling financial interest in a previously nonconsolidated dialysis partnership. See additional discussion above under the heading "Gain on changes in ownership interests" within "U.S. dialysis results of operations". This gain to mark the investment to fair value prior to consolidation does not represent a normal and recurring cost of operating our business or generating revenues and may obscure analysis of underlying trends and financial performance.
(2)Includes severance and other termination costs related to a prior strategic restructuring initiative and associated transition of certain general and administrative support functions to a third party. See additional discussion above under the heading "Severance costs" within "U.S. dialysis results of operations" and "Severance and other costs" within "Ancillary services results of operations".
(3)Represents an accrual for potential third-party settlement costs for the matter further described in Note 8 to our condensed consolidated financial statements under the heading "2017 U.S. Attorney Colorado Investigation". We have excluded this charge, which had been previously disclosed, from our non-GAAP metrics because, among other things, we do not believe it is indicative of our ordinary results of operations. In this instance, among the factors considered were that the claim relates to prior ancillary operations or activities that we sold or closed (or otherwise ceased) prior to June 2020, and the charge is significant and may obscure analysis of underlying trends and financial performance of our current business.
41

(4)In connection with the conclusion of a comment letter from the Securities and Exchange Commission Staff in July 2024, beginning in the second quarter 2024, we have updated the presentation of our non-GAAP measures to no longer exclude center closure costs for all periods presented. To facilitate comparisons, the non-GAAP measures presented for prior periods also have been conformed to the presentation of the non-GAAP measures for the current period.
Three months endedNine months ended
September 30,
2024		June 30,
2024		September 30,
2024		September 30,
2023
(dollars in millions)(dollars in millions)
Income before income taxes$373 $371 $1,117 $888 
Less: Noncontrolling owners' income primarily attributable to non-tax
 paying entities		(81)(78)(225)(186)
Income before income taxes attributable to DaVita Inc.$292 $294 $892 $702 
Income tax expense$78 $72 $215 $162 
Less: Income tax attributable to noncontrolling interests— — (1)(1)
Income tax expense attributable to DaVita Inc.$78 $71 $215 $161 
Effective income tax rate on income attributable to DaVita Inc.26.5 %24.2 %24.1 %22.9 %
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
Nine months ended
September 30,
2024		September 30,
2023
(dollars in millions)
Net cash provided by operating activities$1,474 $1,574 
Adjustments to reconcile net cash provided by operating activities to free cash flow:
Distributions to noncontrolling interests(229)(203)
Contributions from noncontrolling interests11 12 
Maintenance capital expenditures(275)(287)
Development capital expenditures(110)(122)
Proceeds from sale of self-developed properties11 5 
Free cash flow$882 $979 
Certain columns or rows may not sum 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 that we manage which are wholly-owned by third parties. For additional information see Note 8 to the condensed consolidated financial statements.
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 on these obligations and how we measure and report them, see Note 13 to the condensed consolidated financial statements included in this report and Notes 16 and 23 to the consolidated financial statements included in our 2023 10-K.
For information on the maturities and other terms of our long-term debt, see Note 7 to the condensed consolidated financial statements.
As of September 30, 2024, we have outstanding letters of credit in the aggregate amount of approximately $154 million under a bilateral secured letter of credit facility separate from our senior secured credit facilities.
As of September 30, 2024, we have outstanding purchase agreements with various suppliers to purchase set amounts of dialysis equipment, parts, pharmaceuticals and supplies. If we fail to meet the minimum purchase commitments under these contracts during any year, we are required to pay the difference to the supplier, as described further in Note 16 to the Company's consolidated financial statements included in our 2023 10-K.
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On March 5, 2024, we entered into four separate purchase agreements with Fresenius Medical Care to acquire their dialysis service operations in Chile, Ecuador, Colombia and Brazil. Chile and Ecuador closed during the first six months of 2024. Colombia and Brazil are expected to close during the fourth quarter of 2024 and the first quarter of 2025, respectively, and remain subject to customary closing conditions and regulatory approval as of September 30, 2024. Expected cash payments for these remaining transactions are approximately $180 million, subject to certain customary adjustments.
New Accounting Standards
See discussion of new accounting standards in Note 15 to the condensed consolidated financial statements.
Item 3.    Quantitative and Qualitative Disclosures about Market Risk
Interest rate and foreign currency sensitivity
There has been no material change in the nature of the Company's interest rate risks or foreign currency exchange risks from those described in Part II Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023.
The table below provides information about our financial instruments that are sensitive to changes in interest rates as of September 30, 2024. For further information on the components of the Company's long-term debt and their interest rates, see Note 7 to the condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q at Part I Item 1.
 Expected maturity date  Average interest rate
Fair
value(1)
 202420252026202720282029ThereafterTotal
 (dollars in millions)
Long-term debt:          
Fixed rate$126 $38 $48 $36 $32 $23 $5,369 $5,672 4.80 %$5,194 
Variable rate$37 $140 $140 $169 $1,892 $18 $1,556 $3,952 7.02 %$3,937 
(1)Represents the fair value of the Company’s long-term debt excluding financing leases. See Note 7 to the condensed consolidated financial statements for further details.
The scheduled principal payments for all debt that bears a variable rate by its terms, including all of Extended Term Loan B-1 and Term Loan A-1, have been included on the variable rate line of the schedule of expected maturities above and have been included in the calculation of the average variable interest rate presented. Additionally, the Change Healthcare temporary funding assistance, which is interest-free, has been included in the fixed rate line of the schedule of expected maturities and the calculation of the average fixed interest rate presented above.
However, principal amounts of $1,640 million for Extended Term Loan B-1 and $1,860 million of Term Loan A-1 (the capped debt) were effectively hedged by our 2019 interest rate cap agreements through June 30, 2024, with additional caps from our 2023 and 2024 interest rate cap agreements extending for further periods. As of September 30, 2024, applicable SOFR rates were above the interest rate thresholds of our cap agreements making the interest rates on this capped debt "economically fixed." As a result, as of September 30, 2024, total fixed and economically fixed debt was $9,173 million, with an average interest rate of 5.63%, while total variable rate debt not subject to caps was $451 million with an average rate of 6.91%.
See Note 7 for further details on the Company’s interest rate cap agreements.
Item 4.    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 Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its 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 the Company’s CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with the Exchange Act requirements as of September 30, 2024. 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
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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 fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II.
OTHER INFORMATION
Item 1.    Legal Proceedings
The information required by this Part II, Item 1 is incorporated herein by reference to the information set forth under the caption "Commitments and contingencies" in Note 8 to the condensed consolidated financial statements included in this report.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K (2023 10-K) for the year ended December 31, 2023 filed with Securities and Exchange Commission. You should carefully consider the risks included in our 2023 10-K, together with all the other information in this Quarterly Report on Form 10-Q, including the forward-looking statements in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Share repurchases
The following table summarizes our repurchases of our common stock during the third quarter of 2024.
PeriodTotal number
of shares
purchased
Average price paid per share(1)
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)
July 1-31, 20241,134 $138.81 1,134 $543,360 
August 1-31, 2024937 149.38937 $403,333 
September 1-30, 2024663 158.45663 $2,298,315 
2,734 $147.20 2,734 
(1)Excludes commissions and the 1% excise tax imposed by the Inflation Reduction Act of 2022.
Effective on December 17, 2021, the Board authorized a repurchase plan of $2,000,000. Effective on September 5, 2024, the Board increased the existing authorization by $2,000,000 in additional repurchasing authority. This authorization allows the us 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 consideration
As of October 25, 2024, we had approximately $2,198 million, excluding excise taxes, 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 our current senior secured credit facilities.
Item 3.    Defaults Upon Senior Securities
None.
Item 4.    Mine Safety Disclosures
Not applicable.
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Item 5.    Other Information
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended September 30, 2024.
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Item 6.    Exhibits
Exhibit  
Number
Amended and Restated Bylaws of DaVita Inc., adopted on September 5, 2024. (1)
Indenture, dated as of August 13, 2024, by and among DaVita Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. (2)
Form of 6.875% Senior Notes due 2032 (included as Exhibit A to the Indenture filed with Exhibit 4.1). (2)
Sixth Amendment, dated as of August 13, 2024, 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 (including a conformed copy of the Credit Agreement, reflecting all amendments through the Sixth Amendment, attached as Annex A thereto). (2)
Employment Agreement between David Maughan and DaVita Inc., effective as of September 15, 2024. (3)
Certification of the Chief Executive Officer, dated October 29, 2024, 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 October 29, 2024, 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 Executive Officer, dated October 29, 2024, 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 October 29, 2024, 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
üIncluded in this filing.
(1)Filed on September 5, 2024 as an exhibit to the Company's Current Report on Form 8-K.
(2)Filed on August 14, 2024 as an exhibit to the Company's Current Report on Form 8-K.
(3)Filed on September 13, 2024 as an exhibit to the Company's Current Report on Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 DAVITA INC.
    
 BY: /s/    CHRISTOPHER M. BERRY
   Christopher M. Berry
   Chief Accounting Officer*
Date: October 29, 2024
 
 *Mr. Berry has signed both on behalf of the Registrant as a duly authorized officer and as the Registrant’s principal accounting officer.




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