UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the Quarterly Period Ended March 31, 2015
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-14106
DAVITA HEALTHCARE PARTNERS INC.
2000 16th Street
Denver, CO 80202
Telephone number (303) 405-2100
|
Delaware |
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51-0354549 |
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(State of incorporation) |
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(I.R.S. Employer Identification No.) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
x |
Accelerated filer |
¨ |
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Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No x
As of April 30, 2015, the number of shares of the Registrant’s common stock outstanding was approximately 215.0 million shares and the aggregate market value of the common stock outstanding held by non-affiliates based upon the closing price of these shares on the New York Stock Exchange was approximately $17.4 billion.
DAVITA HEALTHCARE PARTNERS INC.
INDEX
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Page No. |
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PART I. FINANCIAL INFORMATION |
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Item 1. |
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Condensed Consolidated Financial Statements: |
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Consolidated Statements of Operations for the three months ended March 31, 2015 and March 31, 2014 |
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1 |
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2 |
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Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 |
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3 |
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Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and March 31, 2014 |
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4 |
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5 |
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6 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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30 |
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Item 3. |
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44 |
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Item 4. |
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45 |
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PART II. OTHER INFORMATION |
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Item 1. |
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46 |
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Item 1A. |
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46 |
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Item 2. |
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70 |
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Item 6. |
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71 |
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72 |
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Note: Items 3, 4 and 5 of Part II are omitted because they are not applicable.
i
DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(dollars in thousands, except per share data)
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Three months ended |
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March 31, |
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2015 |
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2014 |
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Patient service revenues |
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$ |
2,271,815 |
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$ |
2,114,098 |
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Less: Provision for uncollectible accounts |
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(99,164 |
) |
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(83,197 |
) |
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Net patient service revenues |
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2,172,651 |
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2,030,901 |
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Capitated revenues |
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850,515 |
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787,565 |
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Other revenues |
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264,799 |
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224,310 |
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Total net revenues |
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3,287,965 |
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3,042,776 |
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Operating expenses and charges: |
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Patient care costs and other costs |
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2,362,612 |
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2,179,772 |
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General and administrative |
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341,801 |
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284,061 |
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Depreciation and amortization |
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153,789 |
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142,579 |
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Provision for uncollectible accounts |
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1,827 |
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2,511 |
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Equity investment income |
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(2,908 |
) |
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(7,372 |
) |
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Loss contingency accrual |
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495,000 |
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— |
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Total operating expenses and charges |
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3,352,121 |
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2,601,551 |
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Operating (loss) income |
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(64,156 |
) |
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441,225 |
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Debt expense |
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(97,392 |
) |
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(106,335 |
) |
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Other (loss) income, net |
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(533 |
) |
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1,698 |
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(Loss) income before income taxes |
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(162,081 |
) |
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336,588 |
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Income tax (benefit) expense |
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(85,933 |
) |
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124,851 |
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Net (loss) income |
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(76,148 |
) |
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211,737 |
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Less: Net income attributable to noncontrolling interests |
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(34,469 |
) |
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(28,448 |
) |
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Net (loss) income attributable to DaVita HealthCare Partners Inc. |
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$ |
(110,617 |
) |
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$ |
183,289 |
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Earnings per share: |
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Basic net (loss) income per share attributable to DaVita HealthCare Partners Inc. |
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$ |
(0.52 |
) |
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$ |
0.87 |
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Diluted net (loss) income per share attributable to DaVita HealthCare Partners Inc. |
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$ |
(0.52 |
) |
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$ |
0.85 |
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Weighted average shares for earnings per share: |
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Basic |
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213,387,253 |
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211,375,232 |
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Diluted |
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213,387,253 |
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216,118,922 |
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See notes to condensed consolidated financial statements.
1
DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands)
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Three months ended |
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March 31, |
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2015 |
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2014 |
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Net (loss) income |
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$ |
(76,148 |
) |
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$ |
211,737 |
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Other comprehensive (loss) income, net of tax: |
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Unrealized losses on interest rate swap and cap agreements: |
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Unrealized loss on interest rate swap and cap agreements |
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(5,760 |
) |
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(2,505 |
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Reclassifications of net swap and cap agreements realized loss into net income |
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812 |
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3,359 |
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Unrealized gains on investments: |
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Unrealized gains on investments |
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382 |
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331 |
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Reclassification of net investment realized gains into net income |
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(157 |
) |
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(207 |
) |
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Foreign currency translation adjustments |
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(17,885 |
) |
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28 |
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Other comprehensive (loss) income |
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(22,608 |
) |
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1,006 |
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Total comprehensive (loss) income |
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(98,756 |
) |
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212,743 |
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Less: Comprehensive income attributable to noncontrolling interests |
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(34,469 |
) |
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(28,448 |
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Comprehensive (loss) income attributable to DaVita HealthCare Partners Inc. |
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$ |
(133,225 |
) |
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$ |
184,295 |
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See notes to condensed consolidated financial statements.
2
DAVITA HEALTHCARE PARTNERS INC.
(unaudited)
(dollars in thousands, except per share data)
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March 31, |
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December 31, |
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2015 |
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2014 |
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ASSETS |
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Cash and cash equivalents |
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$ |
1,011,271 |
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$ |
965,241 |
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Short-term investments |
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422,365 |
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337,399 |
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Accounts receivable, less allowance of $255,146 and $242,674 |
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1,675,182 |
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1,525,849 |
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Inventories |
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145,740 |
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136,085 |
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Other receivables |
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423,713 |
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400,916 |
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Other current assets |
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186,165 |
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186,842 |
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Income tax receivable |
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— |
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83,839 |
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Deferred income taxes |
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436,359 |
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240,626 |
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Total current assets |
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4,300,795 |
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3,876,797 |
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Property and equipment, net of accumulated depreciation of $2,123,818 and $2,029,506 |
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2,500,596 |
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2,469,099 |
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Intangibles, net of accumulated amortization of $666,995 and $621,891 |
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1,904,176 |
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1,949,498 |
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Equity investments |
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70,017 |
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65,637 |
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Long-term investments |
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91,441 |
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89,389 |
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Other long-term assets |
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68,248 |
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77,000 |
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Goodwill |
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9,431,390 |
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9,415,295 |
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$ |
18,366,663 |
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$ |
17,942,715 |
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LIABILITIES AND EQUITY |
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Accounts payable |
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$ |
423,986 |
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$ |
445,453 |
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Other liabilities |
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581,411 |
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506,579 |
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Accrued compensation and benefits |
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733,708 |
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698,475 |
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Medical payables |
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304,205 |
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314,347 |
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Loss contingency |
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495,000 |
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3,644 |
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Current portion of long-term debt |
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118,076 |
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120,154 |
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Income tax payable |
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23,130 |
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— |
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Total current liabilities |
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2,679,516 |
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2,088,652 |
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Long-term debt |
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8,380,153 |
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8,383,280 |
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Other long-term liabilities |
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407,068 |
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389,806 |
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Deferred income taxes |
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|
880,820 |
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|
890,701 |
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Total liabilities |
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12,347,557 |
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11,752,439 |
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Commitments and contingencies |
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Noncontrolling interests subject to put provisions |
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848,392 |
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829,965 |
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Equity: |
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Preferred stock ($0.001 par value, 5,000,000 shares authorized; none issued) |
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Common stock ($0.001 par value, 450,000,000 shares authorized; 215,949,997 and 215,640,968 shares issued and 215,058,568 and 215,640,968 shares outstanding, respectively) |
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|
216 |
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|
216 |
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Additional paid-in capital |
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1,112,396 |
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|
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1,108,211 |
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Retained earnings |
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|
3,976,486 |
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4,087,103 |
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Treasury stock (891,429 shares) |
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(70,063 |
) |
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— |
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Accumulated other comprehensive loss |
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(47,625 |
) |
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|
(25,017 |
) |
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Total DaVita HealthCare Partners Inc. shareholders’ equity |
|
|
4,971,410 |
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|
|
5,170,513 |
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Noncontrolling interests not subject to put provisions |
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|
199,304 |
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|
189,798 |
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Total equity |
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|
5,170,714 |
|
|
|
5,360,311 |
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|
|
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$ |
18,366,663 |
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$ |
17,942,715 |
|
See notes to condensed consolidated financial statements.
3
DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
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Three months ended |
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March 31, |
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2015 |
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2014 |
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Cash flows from operating activities: |
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|
|
|
|
|
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Net (loss) income |
|
$ |
(76,148 |
) |
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$ |
211,737 |
|
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Adjustments to reconcile net (loss) income to cash provided by operating activities: |
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|
|
|
|
|
|
|
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Loss contingency accrual |
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|
495,000 |
|
|
|
— |
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Depreciation and amortization |
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|
153,789 |
|
|
|
142,565 |
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Stock-based compensation expense |
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|
12,762 |
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|
|
15,074 |
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Tax benefits from stock award exercises |
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|
9,366 |
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|
22,978 |
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Excess tax benefits from stock award exercises |
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|
(7,584 |
) |
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|
(18,336 |
) |
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Deferred income taxes (benefit) |
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(203,940 |
) |
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|
8,902 |
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Equity investment income (loss), net |
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|
2,539 |
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|
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(187 |
) |
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Other non-cash charges and loss on disposal of assets |
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|
7,865 |
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|
8,346 |
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Changes in operating assets and liabilities, other than from acquisitions and divestitures: |
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|
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Accounts receivable |
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(151,743 |
) |
|
|
(54,565 |
) |
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Inventories |
|
|
(9,193 |
) |
|
|
(12,280 |
) |
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Other receivables and other current assets |
|
|
(18,619 |
) |
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|
(17,740 |
) |
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Other long-term assets |
|
|
153 |
|
|
|
1,418 |
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Accounts payable |
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|
(10,933 |
) |
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|
(42,558 |
) |
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Accrued compensation and benefits |
|
|
30,638 |
|
|
|
23,570 |
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Other current liabilities |
|
|
60,772 |
|
|
|
20,615 |
|
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Income taxes |
|
|
106,970 |
|
|
|
92,905 |
|
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Other long-term liabilities |
|
|
8,395 |
|
|
|
16,663 |
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Net cash provided by operating activities |
|
|
410,089 |
|
|
|
419,107 |
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Cash flows from investing activities: |
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|
|
|
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|
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Additions of property and equipment |
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|
(121,421 |
) |
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|
(126,562 |
) |
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Acquisitions |
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|
(40,650 |
) |
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|
(67,857 |
) |
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Proceeds from asset and business sales |
|
|
2,565 |
|
|
|
56 |
|
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Purchase of investments available for sale |
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|
(1,448 |
) |
|
|
(1,824 |
) |
|
Purchase of investments held-to-maturity |
|
|
(290,774 |
) |
|
|
(2,511 |
) |
|
Proceeds from sale of investments available for sale |
|
|
1,217 |
|
|
|
1,262 |
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Proceeds from investments held-to-maturity |
|
|
205,650 |
|
|
|
1,508 |
|
|
Purchase of intangible assets |
|
|
— |
|
|
|
(11 |
) |
|
Purchase of equity investments |
|
|
(7,426 |
) |
|
|
— |
|
|
Distributions received on equity investments |
|
|
— |
|
|
|
146 |
|
|
Net cash used in investing activities |
|
|
(252,287 |
) |
|
|
(195,793 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
13,353,767 |
|
|
|
16,179,463 |
|
|
Payments on long-term debt and other financing costs |
|
|
(13,382,203 |
) |
|
|
(16,244,613 |
) |
|
Purchase of treasury stock |
|
|
(70,063 |
) |
|
|
— |
|
|
Distributions to noncontrolling interests |
|
|
(41,499 |
) |
|
|
(33,147 |
) |
|
Stock award exercises and other share issuances, net |
|
|
5,648 |
|
|
|
3,450 |
|
|
Excess tax benefits from stock award exercises |
|
|
7,584 |
|
|
|
18,336 |
|
|
Contributions from noncontrolling interests |
|
|
15,898 |
|
|
|
13,625 |
|
|
Proceeds from sales of additional noncontrolling interests |
|
|
— |
|
|
|
761 |
|
|
Net cash used in financing activities |
|
|
(110,868 |
) |
|
|
(62,125 |
) |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(904 |
) |
|
|
631 |
|
|
Net increase in cash and cash equivalents |
|
|
46,030 |
|
|
|
161,820 |
|
|
Cash and cash equivalents at beginning of the year |
|
|
965,241 |
|
|
|
946,249 |
|
|
Cash and cash equivalents at end of the period |
|
$ |
1,011,271 |
|
|
$ |
1,108,069 |
|
See notes to condensed consolidated financial statements.
4
DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
(dollars and shares in thousands)
|
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Non- |
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Non- |
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controlling |
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||
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controlling |
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DaVita HealthCare Partners Inc. Shareholders’ Equity |
|
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interests |
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interests |
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Accumulated |
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not |
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subject to |
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Additional |
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other |
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subject to |
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||||
|
|
|
put |
|
|
Common |
|
|
paid-in |
|
|
Retained |
|
|
|
|
|
|
|
|
|
|
comprehensive |
|
|
|
|
|
|
put |
|
||||||||||
|
|
|
provisions |
|
|
stock |
|
|
capital |
|
|
earnings |
|
|
Treasury stock |
|
|
income (loss) |
|
|
Total |
|
|
provisions |
|
||||||||||||||||
|
Balance at December 31, 2013 |
|
$ |
697,300 |
|
|
|
213,163 |
|
|
$ |
213 |
|
|
$ |
1,070,922 |
|
|
$ |
3,363,989 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
(2,645 |
) |
|
$ |
4,432,479 |
|
|
$ |
173,062 |
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
88,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
723,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
723,114 |
|
|
|
51,791 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,372 |
) |
|
|
(22,372 |
) |
|
|
|
|
|
Stock purchase shares issued |
|
|
|
|
|
|
298 |
|
|
|
|
|
|
|
19,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,010 |
|
|
|
|
|
|
Stock unit shares issued |
|
|
|
|
|
|
304 |
|
|
|
1 |
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27 |
) |
|
|
|
|
|
Stock-settled SAR shares issued |
|
|
|
|
|
|
1,876 |
|
|
|
2 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Stock-settled stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,969 |
|
|
|
|
|
|
Excess tax benefits from stock awards exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,271 |
|
|
|
|
|
|
Distributions to noncontrolling interests |
|
|
(93,884 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,455 |
) |
|
Contributions from noncontrolling interests |
|
|
41,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,779 |
|
|
Sales and assumptions of additional noncontrolling interests |
|
|
25,220 |
|
|
|
|
|
|
|
|
|
|
|
355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355 |
|
|
|
4,165 |
|
|
Purchases from noncontrolling interests |
|
|
(6,111 |
) |
|
|
|
|
|
|
|
|
|
|
(5,357 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,357 |
) |
|
|
(6,544 |
) |
|
Other reclassification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210 |
|
|
|
|
|
|
Changes in fair value of noncontrolling interests |
|
|
77,139 |
|
|
|
|
|
|
|
|
|
|
|
(77,139 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(77,139 |
) |
|
|
|
|
|
Balance at December 31, 2014 |
|
$ |
829,965 |
|
|
|
215,641 |
|
|
$ |
216 |
|
|
$ |
1,108,211 |
|
|
$ |
4,087,103 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
(25,017 |
) |
|
$ |
5,170,513 |
|
|
$ |
189,798 |
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
21,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(110,617 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(110,617 |
) |
|
|
12,869 |
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,608 |
) |
|
|
(22,608 |
) |
|
|
|
|
|
Stock unit shares issued |
|
|
|
|
|
|
5 |
|
|
|
— |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
Stock-settled SAR shares issued |
|
|
|
|
|
|
304 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Stock-settled stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,169 |
|
|
|
|
|
|
Excess tax benefits from stock awards exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,584 |
|
|
|
|
|
|
Distributions to noncontrolling interests |
|
|
(25,962 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,537 |
) |
|
Contributions from noncontrolling interests |
|
|
6,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,681 |
|
|
Assumptions of additional noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,493 |
|
|
Changes in fair value of noncontrolling interests |
|
|
16,572 |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||