Item 15. Exhibits, Financial Statement Schedules.

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Item 15. Exhibits, Financial Statement Schedules.

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(a) Documents filed as part of this Report:

(1) Index to Financial Statements:

Page
Management’s Report on Internal Control Over Financial ReportingF-1
Report of Independent Registered Public Accounting FirmF-2
Report of Independent Registered Public Accounting FirmF-3
Consolidated Statements of Income for the years ended December 31, 2016, 2015, and 2014F-4
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015, and 2014F-5
Consolidated Balance Sheets as of December 31, 2016, and 2015F-6
Consolidated Statements of Cash Flow for the years ended December 31, 2016, 2015, and 2014F-7
Consolidated Statements of Equity for the years ended December 31, 2016, 2015, and 2014F-8
Notes to Consolidated Financial StatementsF-10

(2) Index to Financial Statement Schedules:

Report of Independent Registered Public Accounting FirmS-3
Schedule II—Valuation and Qualifying AccountsS-4

(1) Exhibits:

2.1Agreement and Plan of Merger, dated as of May 20, 2012, by and among DaVita Inc., Seismic Acquisition LLC, HealthCare Partners Holdings, LLC, and the Member Representative.(28)
2.2Amendment, dated as of July 6, 2012, to the Agreement and Plan of Merger, dated as of May 20, 2012, by and among DaVita Inc., Seismic Acquisition LLC, HealthCare Partners Holdings, LLC, and the Member Representative.(29)
3.1Restated Certificate of Incorporation of DaVita Inc., as filed with the Secretary of State of Delaware on November 1, 2016.(1)
3.2Certificate of Ownership and Merger Merging DaVita Name Change, Inc. with and into DaVita Inc., as filed with Secretary of State of the State of Delaware on November 1, 2012.(31)
3.3Amended and Restated Bylaws for DaVita Inc. dated as of September 7, 2016.(1)
4.1Indenture, dated August 28, 2012, by and among DaVita Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.(30)
4.2Form of 5.750% Senior Notes due 2022 and related Guarantee (included in Exhibit 4.1).(30)
4.3Indenture, dated June 13, 2014, by and among DaVita Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee. (34)
4.4Form of 5.125% Senior Notes due 2024 and related Guarantee (included in Exhibit 4.3). (34)
4.5Second Supplemental Indenture for the 5.750% Senior Notes due 2022, dated June 13, 2014, by and among DaVita Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee. (35)
4.6Indenture for the 5.000% Senior Notes due 2025, dated April 17, 2015, by and among DaVita Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee. (22)
4.7Form of 5.000% Senior Notes due 2025 and related Guarantee (included in Exhibit 4.6). (22)
10.1Employment Agreement, dated as of October 31, 2005, effective October 24, 2005, by and between DaVita Inc. and Dennis Kogod.(6)*
10.2Amendment to Mr. Kogod’s Employment Agreement, effective December 12, 2008.(18)*
10.3Second Amendment to Mr. Kogod’s Employment Agreement, effective December 31, 2012.(18)*
10.4Employment Agreement, effective September 22, 2005, by and between DaVita Inc. and James Hilger.(8)*
10.5Separation Agreement, effective November 30, 2016, by and between DaVita Inc. and Mr. Kogod.✓*
10.6Consulting Agreement, effective December 1, 2016, by and between DaVita Inc. and Mr. Kogod.✓*
10.7Amendment to Mr. Hilger’s Employment Agreement, effective December 12, 2008.(18)*
10.8Second Amendment to Mr. Hilger’s Employment Agreement, effective December 27, 2012.(33)*
10.9Employment Agreement, effective July 25, 2008, between DaVita Inc. and Kent J. Thiry.(15)*
10.10Employment Agreement, effective August 1, 2008, between DaVita Inc. and Allen Nissenson.(16)*
10.11Employment Agreement, effective March 17, 2010, by and between DaVita Inc. and Javier Rodriguez.(20)*
10.12Employment Agreement, effective November 1, 2016, by and between DaVita Inc. and Charles G. Berg.✓*
10.13Employment Agreement, effective February 21, 2017, by and between DaVita Inc. and Joel Ackerman.✓*
10.14Form of Indemnity Agreement.(12)*
10.15Form of Indemnity Agreement.(7)*
10.16DaVita Deferred Compensation Plan.✓*
10.17Executive Incentive Plan (as Amended and Restated effective January 1, 2009).(19)*
10.18Executive Retirement Plan.(18)*
10.19DaVita Voluntary Deferral Plan.(5)*
10.20Deferred Bonus Plan (Prosperity Plan).(17)*
10.21Amendment No. 1 to Deferred Bonus Plan (Prosperity Plan).(18)*
10.22Amended and Restated Employee Stock Purchase Plan.(13)*
10.23Amended and Restated DaVita Inc. Severance Plan.(33)*
10.24Change in Control Bonus Program.(18)*
10.25Non-Management Director Compensation Philosophy and Plan.(14)*
10.26Amended and Restated 2002 Equity Compensation Plan.(4)*
10.27Amended and Restated 2002 Equity Compensation Plan.(11)*
10.28Amended and Restated 2002 Equity Compensation Plan.(13)*
10.29Amended and Restated 2002 Equity Compensation Plan.(18)*
10.30DaVita Inc. 2002 Equity Compensation Plan.(21)*
10.31Form of Non-Qualified Stock Option Agreement—Employee (DaVita Inc. 1999 Non-Executive Officer and Non-Director Equity Compensation Plan.(10)*
10.32Form of Non-Qualified Stock Option Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(2)*
10.33Form of Non-Qualified Stock Option Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(9)*
10.34Form of Non-Qualified Stock Option Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(10)*
10.35Form of Restricted Stock Units Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(2)*
10.36Form of Restricted Stock Units Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(9)*
10.37Form of Restricted Stock Units Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(10)*
10.38Form of Restricted Stock Units Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(18)*
10.39Form of Stock Appreciation Rights Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(9)*
10.40Form of Stock Appreciation Rights Agreement—Employee (DaVita Inc. 2002 Equity Compensation Plan).(10)*
10.41Form of Stock Appreciation Rights Agreement—Board (DaVita Inc. 2002 Equity Compensation Plan).(16)*
10.42Form of Stock Appreciation Rights Agreement—Board members (DaVita Inc. 2011 Incentive Award Plan).(24)*
10.43Form of Restricted Stock Units Agreement—Board (DaVita Inc. 2002 Equity Compensation Plan).(16)*
10.44Form of Restricted Stock Units Agreement—Board members (DaVita Inc. 2011 Incentive Award Plan).(24)*
10.45Form of Non-Qualified Stock Option Agreement—Board (DaVita Inc. 2002 Equity Compensation Plan).(16)*
10.46Form of Stock Appreciation Rights Agreement—Executives (DaVita Inc. 2011 Incentive Award Plan).(24)*
10.47Form of Restricted Stock Units Agreement—Executives (DaVita Inc. 2011 Incentive Award Plan).(24)*
10.48Form of Restricted Stock Units Agreement (DaVita Inc. 2011 Incentive Award Plan). (33)*
10.49Form of Stock Appreciation Rights Agreement (DaVita Inc. 2011 Incentive Award Plan). (33)*
10.50Form of Long-Term Incentive Program Award Agreement (For 162(m) designated teammates) (DaVita Inc. 2011 Incentive Award Plan).(33)*
10.51Form of Long-Term Incentive Program Award Agreement (DaVita Inc. 2011 Incentive Award Plan). (33)*
10.52Credit Agreement, dated as of June 24, 2014, by and among DaVita Inc., the guarantors the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Barclays Bank PLC, and Wells Fargo Bank, National Association as Co-Syndication Agents, Bank of America, N.A., Credit Suisse AG, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., and SunTrust Bank, as Co-Documentation Agents, Barclays Bank PLC, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities, LLC, Bank of America, N.A., Morgan Stanley Senior Funding, Inc., and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Bookrunners, The Bank of Nova Scotia, Credit Agricole Securities (USA) Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents, HSBC Securities (USA) Inc., Fifth Third Bank, and Compass Bank as Managing Agents. (35)
10.53Perfection Certificate executed as of October 20, 2010 and delivered in connection with the closing of the Credit Agreement filed as Exhibit 10.68.(26)**
10.54Dialysis Organization Agreement between DaVita Inc. and Amgen USA Inc. dated December 20, 2007.(17)**
10.55Dialysis Organization Agreement between DaVita Inc. and Amgen USA Inc. dated December 17, 2010.(23)**
10.56Amended and Restated DaVita Inc. 2011 Incentive Award Plan.(35)*
10.57Amendment No. 2 to Dialysis Organization Agreement between DaVita Inc. and Amgen USA Inc. effective as of July 1, 2011.(25)**
10.58Form of Non-Competition and Non-Solicitation Agreement, dated as of May 20, 2012, between DaVita Inc. and Dr. Robert Margolis, Dr. William Chin, Dr. Thomas Paulsen, Mr. Zan Calhoun, and Ms. Lori Glisson.(28)
10.59Form of Non-Competition and Non-Solicitation Agreement, dated as of May 20, 2012, between DaVita Inc. and Mr. Matthew Mazdyasni, Dr. Sherif Abdou, and Dr. Amir Bacchus.(28)
10.60Escrow Agreement, dated as of August 28, 2012, by and among DaVita Inc., The Bank of New York Mellon Trust Company, N.A., as trustee, The Bank of New York Mellon Trust Company, N.A., as escrow agent and The Bank of New York Mellon Trust Company, N.A., as bank and securities intermediary.(30)
10.61Form of 2014 Long Term Incentive Program Cash Performance Award Agreement under the DaVita Inc. 2011 Incentive Award Plan and Long-Term Incentive Program (for 162(m) designated teammates). (36) * **
10.62Form of 2014 Long Term Incentive Program Cash Performance Award Agreement under the DaVita Inc. 2011 Incentive Award Plan and Long-Term Incentive Program. (36)* **
10.63Form of 2014 Long Term Incentive Program Performance Stock Units Agreement under the DaVita Inc. 2011 Incentive Award Plan and Long-Term Incentive Program (for 162(m) designated teammates). (36) * **
10.64Form of 2014 Long Term Incentive Program Restricted Stock Units Agreement under the DaVita Inc. 2011 Incentive Award Plan and Long-Term Incentive Program. (36)*
10.65Form of 2014 Long Term Incentive Program Stock Appreciation Rights Agreement under the DaVita Inc. 2011 Incentive Award Plan and Long-Term Incentive Program. (36)*
10.66Corporate Integrity Agreement, dated as of October 22, 2014, by and among the Office of Inspector General of The Department of Health and Human Services and DaVita Inc. (27)
12.1Computation of Ratio of Earnings to Fixed Charges.✓
14.1DaVita Inc. Corporate Governance Code of Ethics.(3)
21.1List of our subsidiaries.✓
23.1Consent of KPMG LLP, independent registered public accounting firm.✓
24.1Powers of Attorney with respect to DaVita. (Included on Page II-1).
31.1Certification of the Chief Executive Officer, dated February 24, 2017, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.✓
31.2Certification of the Chief Financial Officer, dated February 24, 2017, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.✓
32.1Certification of the Chief Executive Officer, dated February 24, 2017, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.✓
32.2Certification of the Chief Financial Officer, dated February 24, 2017, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.✓
101.INSXBRL Instance Document.✓
101.SCHXBRL Taxonomy Extension Schema Document.✓
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.✓
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.✓
101.LABXBRL Taxonomy Extension Label Linkbase Document.✓
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.✓
✓Included in this filing.
*Management contract or executive compensation plan or arrangement.
**Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the SEC.
(1)Filed on November 2, 2016 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
(2)Filed on November 8, 2004 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
(3)Filed on February 27, 2004 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(4)Filed on May 4, 2005 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
(5)Filed on November 8, 2005 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
(6)Filed on November 4, 2005 as an exhibit to the Company’s Current Report on Form 8-K.
(7)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.
(8)Filed on August 7, 2006 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2006.
(9)Filed on July 6, 2006 as an exhibit to the Company’s Current Report on Form 8-K.
(10)Filed on October 18, 2006 as an exhibit to the Company’s Current Report on Form 8-K.
(11)Filed on July 31, 2006 as an exhibit to the Company’s Current Report on Form 8-K.
(12)Filed on December 20, 2006 as an exhibit to the Company’s Current Report on Form 8-K.
(13)Filed on June 4, 2007 as an exhibit to the Company’s Current Report on Form 8-K.
(14)Filed on May 8, 2008 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
(15)Filed on July 31, 2008 as an exhibit to the Company’s Current Report on Form 8-K.
(16)Filed on November 6, 2008 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
(17)Filed on February 29, 2008 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(18)Filed on February 27, 2009 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008
(19)Filed on June 18, 2009 as an exhibit to the Company’s Current Report on Form 8-K.
(20)Filed on April 14, 2010 as an exhibit to the Company’s Current Report on Form 8-K.
(21)Filed on April 28, 2010 as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A.
(22)Filed on April 17, 2015 as an exhibit to the Company’s Current Report on Form 8-K.
(23)Filed on December 29, 2011 as an exhibit to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2010.
(24)Filed on August 4, 2011 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
(25)Filed on December 29, 2011 as an exhibit to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2011.
(26)Filed on January 17, 2012 as an exhibit to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2011.
(27)Filed on October 23, 2014 as an exhibit to the Company’s Current Report on Form 8-K.
(28)Filed on May 21, 2012 as an exhibit to the Company’s Current Report on Form 8-K.
(29)Filed on July 9, 2012 as an exhibit to the Company’s Current Report on Form 8-K.
(30)Filed on August 28, 2012 as an exhibit to the Company’s Current Report on Form 8-K.
(31)Filed on November 1, 2012 as an exhibit to the Company’s Current Report on Form 8-K.
(32)Filed on August 7, 2013 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
(33)Filed on February 28, 2013 as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
(34)Filed on June 16, 2014 as an exhibit to the Company’s Current Report on Form 8-K.
(35)Filed on August 1, 2014 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
(36)Filed on November 6, 2014 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.

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