Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 1-14106

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DAVITA INC.

(Exact name of registrant as specified in charter)

Delaware51-0354549
(State of incorporation)(I.R.S. Employer Identification No.)
2000 16th Street
Denver,CO80202

Telephone number (720) 631-2100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:Trading symbol(s):Name of each exchange on which registered:
Common Stock, $0.001 par valueDVANew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its final report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

As of June 30, 2024, the aggregate market value of the registrant's common stock outstanding held by non-affiliates based upon the closing price on the New York Stock Exchange was approximately $11.8 billion.

As of January 31, 2025, the number of shares of the registrant’s common stock outstanding was approximately 80.0 million shares.

Documents incorporated by reference

Portions of the registrant’s proxy statement for its 2025 annual meeting of stockholders are incorporated by reference in Part III of this Form 10-K.

DAVITA INC.

INDEX

Page No.
PART I.
Item 1.Business2
Item 1A.Risk Factors24
Item 1B.Unresolved Staff Comments53
Item 1C.Cybersecurity53
Item 2.Properties55
Item 3.Legal Proceedings55
Item 4.Mine Safety Disclosures55
PART II.
Item 5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities56
Item 6.Reserved56
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations57
Item 7A.Quantitative and Qualitative Disclosures about Market Risk79
Item 8.Financial Statements and Supplementary Data79
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure79
Item 9A.Controls and Procedures80
Item 9B.Other Information80
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections80
PART III.
Item 10.Directors, Executive Officers and Corporate Governance81
Item 11.Executive Compensation81
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters81
Item 13.Certain Relationships and Related Transactions, and Director Independence82
Item 14.Principal Accounting Fees and Services82
PART IV.
Item 15.Exhibits, Financial Statement Schedules83
Item 16.Form 10-K Summary83
Exhibit Index1 of 4
SignaturesS-1

PART I

Next: Item 1. Business