DAVITA INC
For the period ended Dec 31, 2023. Filed Feb 14, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 14, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Exhibit Index 1 of
EXHIBIT INDEX
| 2.1 | Equity Purchase Agreement, dated as of December 5, 2017, by and among DaVita Inc., Collaborative Care Holdings, LLC, and solely with respect to Section 9.3 and Section 9.18 thereto, UnitedHealth Group Incorporated.(2) |
| 2.2 | Amendment No. 1 dated as of September 20, 2018, to that certain Equity Purchase Agreement, dated as of December 5, 2017, by and among DaVita Inc., a Delaware corporation, Collaborative Care Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Optum, Inc., and solely with respect to Section 9.3 and Section 9.18 thereto, UnitedHealth Group Incorporated, a Delaware corporation.(14) |
| 2.3 | Second Amendment to Equity Purchase Agreement by and between DaVita Inc., a Delaware corporation, and Collaborative Care Holdings, LLC, a Delaware limited liability company, dated as of December 11, 2018, amending that certain Equity Purchase Agreement, dated as of December 5, 2017, by and among DaVita Inc., Collaborative Care Holdings, LLC, and, solely with respect to Section 9.3 and Section 9.18 thereto, UnitedHealth Group Incorporated (as previously amended).(9) |
| 3.1 | Amended and Restated Certificate of Incorporation of DaVita Inc.(1) |
| 3.2 | Amended and Restated Bylaws for DaVita Inc. adopted on October 14, 2022.(23) |
| 4.1 | Indenture for the 4.625% Senior Notes due 2030, dated as of June 9, 2020, by and among DaVita Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.(13) |
| 4.2 | Form of 4.625% Senior Notes due 2030 and related Guarantee (included in Exhibit 4.1).(13) |
| 4.3 | Indenture for the 3.750% Senior Notes due 2031, dated August 11, 2020, by and among DaVita Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.(11) |
| 4.4 | Form of 3.750% Senior Notes due 2031 and related Guarantee (included in Exhibit 4.3).(11) |
| 4.5 | Description of Securities.(20) |
| 10.1 | Credit Agreement, dated August 12, 2019, by and among DaVita Inc., certain subsidiary guarantors party thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A. and MUFG Bank Ltd., as co-syndication agents, Bank of America, N.A., Barclays Bank PLC, Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and Suntrust Bank, as co-documentation agents, and Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender.(16) |
| 10.2 | First Amendment, dated as of February 13, 2020, to that certain Credit Agreement, dated as of August 12, 2019, by and among DaVita Inc., certain subsidiary guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender.(20) |
| 10.3 | Second Amendment, dated as of April 3, 2023, 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.(25) |
| 10.4 | Third Amendment, dated as of April 28, 2023, 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.(24) |
| 10.5 | Employment Agreement, dated as of April 29, 2019, by and between Javier J. Rodriguez and DaVita Inc.(10)* |
| 10.6 | Stock Appreciation Rights Agreement, effective November 4, 2019, by and between Javier J. Rodriguez and DaVita Inc.(19)* |
| 10.7 | Employment Agreement, effective February 21, 2017, by and between DaVita Inc. and Joel Ackerman.(6)* |
| 10.8 | Employment Agreement, effective April 27, 2016, by and between DaVita HealthCare Partners Inc. and Kathleen A. Waters.(4)* |
| 10.9 | Employment Agreement, effective April 29, 2015, by and between DaVita HealthCare Partners Inc. and Michael Staffieri.(20)* |
| 10.10 | Form of Indemnity Agreement.(8)* |
| 10.11 | Form of Indemnity Agreement.(5)* |
| 10.12 | DaVita Inc. Deferred Compensation Plan.(6)* |
| 10.13 | Amended and Restated Employee Stock Purchase Plan.(18)* |
| 10.14 | DaVita Inc. Severance Plan for Directors and Above.(3)* |
| 10.15 | DaVita Inc. Non-Employee Director Compensation Policy.(15)* |
| 10.16 | Amended and Restated DaVita Inc. 2011 Incentive Award Plan.(7)* |
| 10.17 | Amendment No. 1 to the Amended and Restated DaVita Inc. 2011 Incentive Award Plan.(19)* |
| 10.18 | DaVita Inc. 2020 Incentive Award Plan.(21)* |
| 10.19 | Form of Stock Appreciation Rights Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(12)* |
| 10.20 | Form of Restricted Stock Units Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(17)* |
| 10.21 | Form of Stock Appreciation Rights Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(17)* |
| 10.22 | Form of Restricted Stock Units Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(17)* |
| 10.23 | Form of Stock Appreciation Rights Agreement-Executives (DaVita Inc. 2011 Incentive Award Plan).(17)* |
| 10.24 | Form of Stock Appreciation Rights Agreement (DaVita Inc. 2020 Incentive Award Plan).(22)* |
| 10.25 | Form of Performance-Based Restricted Stock Unit Agreement (DaVita Inc. 2020 Incentive Award Plan).(22)* |
| 10.26 | Form of Restricted Stock Unit Agreement (DaVita Inc. 2020 Incentive Award Plan).(22)* |
| 10.27 | Form of Performance Award Agreement (DaVita Inc. 2020 Incentive Award Plan).(15)* |
| 10.28 | Form of Stock Appreciation Rights Agreement (DaVita Inc. 2020 Incentive Award Plan).(25)* |
| 10.29 | Form of Performance-Based Restricted Stock Unit Agreement (DaVita Inc. 2020 Incentive Award Plan).(25)* |
| 10.30 | Form of Restricted Stock Unit Agreement (DaVita Inc. 2020 Incentive Award Plan).(25)* |
| 21.1 | List of our subsidiaries.ü |
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm.ü |
| 24.1 | Powers of Attorney with respect to DaVita Inc. (Included on Page S-1). |
| 31.1 | Certification of the Chief Executive Officer, dated February 14, 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 |
| 31.2 | Certification of the Chief Financial Officer, dated February 14, 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 |
| 32.1 | Certification of the Chief Executive Officer, dated February 14, 2024, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.ü |
| 32.2 | Certification of the Chief Financial Officer, dated February 14, 2024, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.ü |
| 97.1 | DaVita Inc. Dodd-Frank Policy on Recoupment of Incentive Compensation.ü* |
| 101.INS | XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.ü |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.ü |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.ü |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.ü |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.ü |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.ü |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).ü |
| ü | Included in this filing. |
|---|---|
| * | Management contract or executive compensation plan or arrangement. |
(1)Filed on June 8, 2023 as an exhibit to the Company's Current Report on Form 8-K.
(2)Filed on December 6, 2017 as an exhibit to the Company’s Current Report on Form 8-K.
(3)Filed on October 28, 2021 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
(4)Filed on May 2, 2017 as an exhibit to the Company’s Quarterly Report on 10-Q for the quarter ended March 31, 2017.
(5)Filed on March 3, 2005 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(6)Filed on February 24, 2017 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
(7)Filed on April 28, 2014 as an appendix to the Company's Definitive Proxy Statement on Schedule 14A.
(8)Filed on December 20, 2006 as an exhibit to the Company’s Current Report on Form 8-K.
(9)Filed on December 17, 2018 as an exhibit to the Company’s Current Report on Form 8-K.
(10)Filed on April 29, 2019 as an exhibit to the Company's Current Report on Form 8-K.
(11)Filed on August 11, 2020 as an exhibit to the Company’s Current Report on Form 8-K.
(12)Filed on March 1, 2013 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
(13)Filed on June 9, 2020 as an exhibit to the Company's Current Report on Form 8-K.
(14)Filed on September 24, 2018 as an exhibit to the Company’s Current Report on Form 8-K.
(15)Filed on February 22, 2023 as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
(16)Filed on August 14, 2019 as an exhibit to the Company’s Current Report on Form 8-K.
(17)Filed on July 22, 2019 as an exhibit to the Company’s Tender Offer Statement on Schedule TO-I.
(18)Filed on May 10, 2016 as an appendix to the Company's Proxy Statement on DEF 14A.
(19)Filed on December 6, 2019 as an appendix to the Company's Proxy Statement on DEF 14A.
(20)Filed on February 21, 2020 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
(21)Filed on April 27, 2020 as an appendix to the Company's Proxy Statement on DEF 14A.
(22)Filed on August 17, 2020 as an exhibit to the Company’s Tender Offer Statement on Schedule TO-I.
(23)Filed on October 18, 2022 as an exhibit to the Company’s Current Report on Form 8-K.
(24)Filed on May 1, 2023 as an exhibit to the Company's Current Report on Form 8-K.
(25)Filed on May 8, 2023 as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.