UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarter Ended

March 31, 2004

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

Commission File Number: 1-4034

DAVITA INC.

601 Hawaii Street

El Segundo, California 90245

Telephone number (310) 536-2400

Delaware	51-0354549
(State of incorporation)	(I.R.S. Employer Identification No.)

The Registrant 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 and has been subject to such filing requirements for the past 90 days.

The Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

As of April 30, 2004, there were approximately 66.2 million shares of the Registrant’s common stock (par value $0.001) outstanding.

DAVITA INC.

INDEX

		Page No.
PART I.    FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2004 and March 31, 2003	1
	Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003	2
	Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and March 31, 2003	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
Risk Factors		15
PART II.    OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 6.	Exhibits and Reports on Form 8-K	20
Signature		21

Note: Items 2, 3, 4 and 5 of Part II are omitted because they are not applicable.

i

DAVITA INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(unaudited)

(dollars in thousands, except per share data)

	Three months ended March 31,
	2004			2003
Net operating revenues	$	535,431		$	459,807
Operating expenses and charges:
Patient care costs		363,429			316,710
General and administrative		42,604			36,787
Depreciation and amortization		20,270			17,445
Provision for uncollectible accounts		9,577			8,237
Minority interests and equity income, net		2,718			1,294
Total operating expenses and charges		438,598			380,473
Operating income		96,833			79,334
Debt expense		11,636			19,456
Other income		1,443			785
Income before income taxes		86,640			60,663
Income tax expense		33,775			24,250
Net income	$	52,865		$	36,413
Earnings per share:
Basic	$	0.81		$	0.60
Diluted	$	0.77		$	0.52
Weighted average shares for earnings per share:
Basic		65,399,651			60,905,056
Diluted		68,588,969			78,772,410
STATEMENTS OF COMPREHENSIVE INCOME
Net income	$	52,865		$	36,413
Unrealized loss on securities, net of tax of $1,641		(2,569	)
Comprehensive income	$	50,296		$	36,413

See notes to condensed consolidated financial statements.

1

DAVITA INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(dollars in thousands, except per share data)

	March 31, 2004			December 31, 2003
ASSETS
Cash and cash equivalents	$	153,156		$	61,657
Accounts receivable, less allowance of $54,391 and $52,554		400,444			387,933
Medicare lab recoveries					19,000
Inventories		26,187			32,853
Other current assets		43,178			43,875
Deferred income taxes		66,530			59,740
Total current assets		689,495			605,058
Property and equipment, net		349,868			342,447
Amortizable intangibles, net		50,570			49,971
Investments in third-party dialysis businesses		3,348			3,095
Other long-term assets		9,179			10,771
Goodwill		947,894			934,188
	$	2,050,354		$	1,945,530
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	80,711		$	71,868
Other liabilities		118,643			112,654
Accrued compensation and benefits		101,652			100,909
Current portion of long-term debt		50,025			50,557
Income taxes payable		30,506			26,832
Total current liabilities		381,537			362,820
Long-term debt		1,105,277			1,117,002
Other long-term liabilities		24,500			19,310
Deferred income taxes		112,014			106,240
Minority interests		36,200			33,287
Commitments and contingencies
Shareholders’ equity:
Preferred stock ($0.001 par value, 5,000,000 shares authorized; none issued)
Common stock ($0.001 par value, 195,000,000 shares authorized; 89,908,189 and 89,870,803 shares issued)		90			90
Additional paid-in capital		538,877			539,575
Retained earnings		441,993			389,128
Treasury stock, at cost (23,964,510 and 25,368,019 shares)		(586,641	)		(620,998	)
Accumulated comprehensive income valuations		(3,493	)		(924	)
Total shareholders’ equity		390,826			306,871
	$	2,050,354		$	1,945,530

See notes to condensed consolidated financial statements.

2

DAVITA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)

	Three months ended March 31,
	2004			2003
Cash flows from operating activities:
Net income	$	52,865		$	36,413
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		20,270			17,445
Stock option expense and tax benefits		14,389			1,378
Deferred income taxes		(1,016	)		4,841
(Gain) loss on divestitures		(628	)		119
Non-cash debt expense		484			840
Equity investment income		(442	)		(519	)
Minority interests in income of consolidated subsidiaries		3,160			1,813
Distributions to minority interests		(2,082	)		(2,465	)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable		(12,511	)		(676	)
Medicare lab recoveries		19,000
Inventories		6,818			9,543
Other current assets		697			4,721
Other long-term assets		1,592			(2,457	)
Accounts payable		8,843			(6,674	)
Accrued compensation and benefits		2,393			(13,075	)
Other current liabilities		1,779			11,952
Income taxes		5,315			16,641
Other long-term liabilities		5,190			809
Net cash provided by operating activities		126,116			80,649
Cash flows from investing activities:
Additions of property and equipment, net		(24,681	)		(21,708	)
Acquisitions and divestitures, net		(17,088	)		(718	)
Investments in and advances to affiliates, net		2,191			1,931
Intangible assets		(360	)		(300	)
Net cash used in investing activities		(39,938	)		(20,795	)
Cash flows from financing activities:
Borrowings		774,534			623,822
Payments on long-term debt		(786,791	)		(478,659	)
Net proceeds from issuance of common stock		17,578			3,502
Net cash provided by financing activities		5,321			148,665
Net increase in cash and cash equivalents		91,499			208,519
Cash and cash equivalents at beginning of period		61,657			96,475
Cash and cash equivalents at end of period	$	153,156		$	304,994

See notes to condensed consolidated financial statements.

3

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars in thousands, except per share data)

Unless otherwise indicated in this Form 10-Q “the Company”, “we”, “us”, “our” and similar terms refer to DaVita Inc. and its subsidiaries.

1. Condensed consolidated interim financial statements

The condensed consolidated interim financial statements included in this report are prepared by the Company without audit. In the opinion of management, all adjustments consisting only of normal recurring items necessary for a fair presentation of the results of operations are reflected in these consolidated interim financial statements. All significant intercompany accounts and transactions have been eliminated. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions underlying these financial statements and accompanying notes generally involve revenue recognition and provisions for uncollectible accounts, impairments and valuation adjustments, accounting for income taxes and variable compensation accruals. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the operating results for the full year. The consolidated interim financial statements should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and notes thereto included in the Company’s 2003 Form 10-K.

Stock-based compensation

If the Company had adopted the fair value-based compensation expense provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123 upon the issuance of that standard, net earnings and net earnings per share would have been adjusted to the pro forma amounts indicated below:

Pro forma - As if all stock options were expensed (shares in 000’s)	Three months ended March 31,
	2004			2003
Net income:
As reported	$	52,865		$	36,413
Add: Stock-based employee compensation expense included in reported net earnings, net of tax		97			161
Deduct: Total stock-based employee compensation expense under the fair value-based method, net of tax		(1,850	)		(1,911	)
Pro forma net earnings	$	51,112		$	34,663
Pro forma basic earnings per share:
Pro forma net earnings for basic earnings per share calculation	$	51,112		$	34,663
Weighted average shares outstanding		65,383			60,847
Vested restricted stock units		17			58
Weighted average shares for basic earnings per share calculation		65,400			60,905
Basic net income per share—Pro forma	$	0.78		$	0.57
Basic net income per share—As reported	$	0.81		$	0.60

4

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Pro forma - As if all stock options were expensed	Three months ended March 31,
	2004		2003
Pro forma diluted earnings per share:
Pro forma net earnings	$	51,112	$	34,663
Debt expense savings, net of tax, from assumed conversion of convertible debt				4,915
Pro forma net earnings for diluted earnings per share calculation	$	51,112	$	39,578
Weighted average shares outstanding		65,383		60,847
Vested restricted stock units		17		58
Assumed incremental shares from stock plans		2,923		3,268
Assumed incremental shares from convertible debt				15,394
Weighted average shares for diluted earnings per share calculation		68,323		79,567
Diluted net income per share—Pro forma	$	0.75	$	0.50
Diluted net income per share—As reported	$	0.77	$	0.52

2. Earnings per share

The reconciliation of the numerators and denominators used to calculate basic and diluted earnings per share is as follows (shares in 000’s):

	Three months ended March 31,
	2004		2003
Basic:
Net income	$	52,865	$	36,413
Weighted average shares outstanding during the period		65,383		60,847
Vested restricted stock units		17		58
Weighted average shares for basic earnings per share calculations		65,400		60,905
Basic net income per share	$	0.81	$	0.60
Diluted:
Net earnings	$	52,865	$	36,413
Debt expense savings, net of tax, from assumed conversion of convertible debt				4,915
Net earnings for diluted earnings per share calculations	$	52,865	$	41,328
Weighted average shares outstanding during the period		65,383		60,847
Vested restricted stock units		17		58
Assumed incremental shares from stock plans		3,189		2,473
Assumed incremental shares from convertible debt				15,394
Weighted average shares for diluted earnings per share calculations		68,589		78,772
Diluted net income per share	$	0.77	$	0.52

5

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

The calculation of diluted earnings per share assumes conversion of both the 5 ⁵/8% convertible subordinated notes and the 7% convertible subordinated notes for the three months ended March 31, 2003.

Shares associated with stock options that have exercise prices greater than the average market price of shares outstanding during the period were not included in the computation of diluted earnings per share because they were anti-dilutive. These excluded shares are as follows:

	Three months ended March 31,
	2004		2003
Shares under stock options not included in computation (shares in 000’s)		55		2,854
Exercise price range of shares not included in computation:
Low	$	42.83	$	22.40
High	$	45.10	$	33.00

3. Long-term debt

Long-term debt was comprised of the following:

	March 31, 2004			December 31, 2003
Term loan A	$	109,859		$	118,310
Term loan B		1,033,084			1,035,889
Capital lease obligations		7,737			7,944
Acquisition obligations and other notes payable		4,622			5,416
		1,155,302			1,167,559
Less current portion		(50,025	)		(50,557	)
	$	1,105,277		$	1,117,002

Scheduled maturities of long-term debt at March 31, 2004 were as follows:

2004	$	38,190
2005		46,099
2006		52,481
2007		24,423
2008		744,303
2009		247,398
Thereafter		2,408

The Company entered into an interest rate swap agreement during 2003, that had the economic effect of fixing the LIBOR benchmark interest rate at 5.39% based upon a 2.00% margin in effect on March 31, 2004, on an amortizing notional amount of $135,000 of the Term Loan B outstanding debt. The agreement expires in November 2008 and requires quarterly interest payments. The notional amount of the swap was $135,000 and its fair value was a $3,716 liability, resulting in a charge to other comprehensive income during the first quarter of 2004 of $1,344, net of tax.

6

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

In 2004, the Company entered into another interest rate swap agreement that had the economic effect of fixing the LIBOR benchmark interest rate at 5.08% based upon a 2.00% margin in effect on March 31, 2004, on an additional amortizing notional amount of $135,000 of the Term Loan B outstanding debt. The agreement expires in January 2009 and requires quarterly interest payments. As of March 31, 2004, the notional amount of the swap agreement was $135,000 and its fair value was a $2,008 liability, resulting in a charge to other comprehensive income during the first quarter of 2004 of $1,225, net of tax.

As a result of these swap agreements, the Company’s effective interest rate on its entire credit facility was 3.69% based upon a 2.00% margin in effect on March 31, 2004.

4. Significant new accounting standard

On March 31, 2004, the Financial Accounting Standards Board (FASB) issued a proposed Statement, Share-Based Payment, an amendment of FASB Statements No. 123 and 95, that would require companies to account for stock-based compensation to employees using a fair value method as of the grant date. The proposed statement addresses the accounting for transactions in which a company receives employee services in exchange for equity instruments such as stock options, or liabilities that are based on the fair value of the company’s equity instruments or that may be settled through the issuance of such equity instruments, which includes the accounting for employee stock purchase plans. This proposed statement would eliminate a company’s ability to account for share-based awards to employees using APB Opinion 25, Accounting for Stock Issued to Employees but would not change the accounting for transactions in which a company issues equity instruments for services to non-employees or the accounting for employee stock ownership plans. The proposed statement, if adopted, would be effective for awards that are granted, modified, or settled in fiscal years beginning after December 15, 2004. The Company is currently in the process of assessing the potential impact of this proposed statement to the consolidated financial statements.

5. Contingencies

The majority of the Company’s revenues are from government programs and may be subject to adjustment as a result of: (1) examination by government agencies or contractors, for which the resolution of any matters raised may take extended periods of time to finalize; (2) differing interpretations of government regulations by different fiscal intermediaries or regulatory authorities; (3) differing opinions regarding a patient’s medical diagnosis or the medical necessity of services provided; (4) retroactive applications or interpretations of governmental requirements; and (5) claims for refunds from private payors.

Florida laboratory

The Company’s Florida-based laboratory subsidiary has been under an ongoing third-party carrier review for Medicare reimbursement claims since 1998. Prior to the third quarter 2002, no Medicare payments had been received since May 1998. Following a favorable ruling by an administrative law judge in June 2002 relating to review periods from January 1995 to March 1998, the carrier began releasing funds for lab services provided subsequent to May 2001. During the fourth quarter of 2002, the carrier also released funds related to review periods from April 1998 through May 2001. During the second half of 2002, the carrier paid the Company a total of $68,778, of which $58,778 related to prior years’ services. The carrier’s hearing officer recently rendered partially favorable decisions relating to review periods from April 1998 to May 2000, which resulted in the Company’s recognition of additional recoveries of $24,000 in the fourth quarter of 2003, of which approximately

7

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

$5,000 had been received previously and the balance of $19,000 was received during the first quarter of 2004. The Company has filed requests for appeal to an administrative law judge for the remaining unpaid claims of approximately $11,000, but cannot be assured of any further recoveries with respect to these claims.

The carrier is also currently conducting a study of the utilization of dialysis-related laboratory services to determine what frequencies for tests and supporting documentation are appropriate. During the study, the carrier has suspended dialysis laboratory prepayment screens. In its initial findings from the study, the carrier had determined that some of its prior prepayment screens were invalidating appropriate claims. The Company cannot determine what prepayment screens, post-payment review procedures, documentation requirements or other program safeguards the carrier may yet implement as a result of its study or other developments. The carrier has also informed the Company that any claims that it reimburses during the study period may also be subject to post-payment review and retraction if determined inappropriate. Medicare lab revenue for current period services is being recognized based on estimated allowances for future claim denials, and changes in estimated Medicare lab revenue will be recognized based on ongoing denial experience trends.

In November 2001, the Company closed a smaller laboratory that it operated in Minnesota and combined its operations with those of the Florida laboratory. The Medicare carrier for the Minnesota laboratory is conducting a post-payment review of Medicare reimbursement claims for the period January 1996 through December 1999. The scope of the review is similar to the review of our Florida laboratory. The Company responded to the most recent request from the carrier for claims documentation in May 2001. At this time, the Company is unable to determine how long it will take the carrier to complete this review. There is currently no overpayment determination with respect to the Minnesota laboratory. Medicare revenues at the Minnesota laboratory, which was much smaller than the Florida laboratory, were approximately $15,000 for the period under review.

United States Attorney inquiry

In February 2001 the Civil Division of the United States Attorney’s Office for the Eastern District of Pennsylvania in Philadelphia contacted the Company and requested its cooperation in a review of some of the Company’s historical practices, including billing and other operating procedures and its financial relationships with physicians. The Company cooperated in this review and provided the requested records to the United States Attorney’s Office. In May 2002, the Company received a subpoena from the Philadelphia office of the Office of Inspector General of the Department of Health and Human Services, or OIG. The subpoena required an update to the information the Company provided in its response to the February 2001 request, and also sought a wide range of documents relating to pharmaceutical and other ancillary services provided to patients, including laboratory and other diagnostic testing services, as well as documents relating to the Company’s financial relationships with physicians and pharmaceutical companies. The subpoena covers the period from May 1996 to May 2002. The Company has provided the documents requested and continues to cooperate with the United States Attorney’s Office and the OIG in its investigation. This inquiry remains at an early stage. As it proceeds, the government could expand its areas of concern. If a court determines that there has been wrongdoing, the penalties under applicable statutes could be substantial.

Other

In addition to the foregoing, DaVita is subject to claims and suits in the ordinary course of business. Management believes that the ultimate resolution of these additional pending proceedings, whether the underlying claims are covered by insurance or not, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

8

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

6. Other commitments

The Company has obligations to purchase the interests of its partners in several joint ventures. These obligations are in the form of put options, exercisable at the third-party owners’ discretion, and require the Company to purchase the partner’s interests at either its appraised fair market value or a predetermined multiple of cash flow or earnings. As of March 31, 2004, the Company’s potential obligations under these put options totaled approximately $70,000 of which approximately $42,000 was exercisable within one year. Additionally, the Company has certain other potential working capital commitments relating to managed and minority-owned centers of approximately $15,000 that could be called in the event of non-performance of the centers over the next five years.

The Company holds mandatorily redeemable instruments in connection with certain consolidated partnerships, consisting of obligations to liquidate the minority partner’s interests in these limited-life entities when they dissolve after terms of ten to fifty years. As of March 31, 2004, such distributions would be valued at less than the related minority interests balances in the consolidated financial statements.

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking statements

This Form 10-Q contains statements that are forward-looking statements within the meaning of the federal securities laws, including statements about our expectations, beliefs, intentions or strategies for the future. These statements involve known and unknown risks and uncertainties, including risks resulting from the regulatory environment in which we operate, economic and market conditions, competitive activities, other business conditions, accounting estimates, and the risk factors set forth in this Form 10-Q. These risks, among others, include those relating to the concentration of profits generated from PPO and private indemnity patients and from the administration of pharmaceuticals, possible reductions in private and government reimbursement rates, changes in pharmaceutical practice patterns or reimbursement policies, the Company’s ability to maintain contracts with physician medical directors and legal compliance risks, such as the ongoing review by the U.S. Attorney’s Office and the HHS Office of Inspector General in Philadelphia. Our actual results may differ materially from results anticipated in our forward-looking statements. We base our forward-looking statements on information currently available to us, and we have no current intention to update these statements, whether as a result of changes in underlying factors, new information, future events or other developments.

The following should be read in conjunction with our disclosures and discussions contained in our annual report on Form 10-K for the year ended December 31, 2003.

Results of operations

For the quarter ended March 31, 2004, we experienced no significant changes in our business fundamentals or major risk factors. Our operating results for the first quarter of 2004 compared with the prior sequential quarter and the same quarter of last year were as follows:

	Quarter ended
	March 31, 2004				December 31, 2003				March 31, 2003
	(dollar amounts rounded to nearest millions, except per treatment data)
Net operating revenues:
Current period services	$	535	100	%	$	529	100	%	$	460	100	%
Prior period services—laboratory						24
		535				553				460
Operating expenses and charges:
Patient care costs		363	68	%		360	68	%		317	69	%
General and administrative		43	8	%		40	8	%		37	8	%
Depreciation and amortization		20	4	%		20	4	%		18	4	%
Provision for uncollectible accounts, net of recoveries		10	2	%		9	2	%		8	2	%
Minority interest and equity income, net		3	1	%		3	1	%		1
Total operating expenses and charges		439	82	%		432	82	%		381	83	%
Operating income (including recoveries for prior period lab services in 2003)	$	97			$	121			$	79
Dialysis treatments		1,657,055				1,666,225				1,503,031
Average dialysis treatments per treatment day		21,381				20,959				19,673
Average dialysis revenue per dialysis treatment	$	311			$	306			$	296

10

Net Operating Revenues

Net operating revenue. Net operating revenues for current period services increased $75 million or 16% as compared with the first quarter of 2003. An increase in the number of dialysis treatments accounted for approximately 10% of the increase in revenue and approximately 5% was attributable to increases in the average reimbursement rate per dialysis treatment. The balance of the increase in net operating revenue was due to additional lab and other revenue. The increase in the number of dialysis treatments was principally attributable to non-acquired annual growth rates of approximately 4.0%, growth through acquisitions and an additional treatment day in the first quarter of 2004 compared to the first quarter of 2003. We continue to expect the non-acquired growth rate to remain in the range of 3.0% to 5.0% throughout 2004. The average dialysis revenue per treatment (excluding lab and clinical research revenues and management fee income) was $311 in the first quarter of 2004 compared with $296 for the first quarter of 2003. The increase in average dialysis revenue per treatment was primarily due to commercial rate increases and changes in intensity of physician-prescribed pharmaceuticals.

Compared with the fourth quarter of 2003 net operating revenues for current period services, first quarter 2004 revenues increased by approximately $6 million, or about 1%. The increase was primarily due to an increase in the average dialysis revenue per treatment of approximately $5, partially offset by fewer treatments due to fewer treatment days in the first quarter of 2004 compared to the fourth quarter of 2003. The average number of treatments per day increased 2.0%. The increased average dialysis revenue per treatment was primarily due to net improvements in contract rates and intensity of physician-prescribed pharmaceuticals.

Lab and other services. During the fourth quarter of 2003, we recognized additional Medicare lab revenues related to prior years’ services of $19 million, for which payment was received during the first quarter. Cumulative Medicare lab recoveries since the third quarter of 2002 for services from 1996 through 2001 total $78 million. We have filed requests for appeal to an administrative law judge for the remaining unpaid claims of approximately $11 million, but cannot be assured of any further recoveries.

Operating Expenses and Charges

Patient care costs. Center operating expenses were approximately 68% of net operating revenues in the first quarter of 2004 and fourth quarter of 2003, compared to 69% for the first quarter of 2003. On a per-treatment basis, center operating expenses increased approximately $3 from the fourth quarter of 2003, and increased approximately $9 from the first quarter of 2003. The increase in the first quarter of 2004 compared to the first quarter of 2003 was primarily attributable to higher insurance, labor and pharmaceutical costs, and changes in the intensity of physician-prescribed pharmaceuticals. The increase in the first quarter of 2004 compared to the fourth quarter of 2003 was primarily due to higher labor costs and changes in the intensity of physician-prescribed pharmaceuticals.

General and administrative expenses. General and administrative expenses were approximately 8% of net operating revenues for all periods presented. In absolute dollars, general and administrative expenses for the first quarter of 2004 increased by approximately $6 million or 16% as compared to the first quarter of 2003, primarily attributable to higher labor and benefit costs.

Provision for uncollectible accounts receivable. The provisions for uncollectible accounts receivable were approximately 1.8% of current period net operating revenues for all periods presented.

Debt expense. Debt expense of $11.6 million in the first quarter of 2004 was approximately the same as the fourth quarter of 2003, and was $7.8 million lower than the first quarter of 2003. The decrease in the first quarter of 2004 compared to the first quarter of 2003 was primarily due to the lower average interest rates and lower average debt balances accomplished through a sequence of debt restructuring transactions in the second half of 2003. The average effective interest rate for the first quarter of 2004 was 3.9% compared to 5.3% for the first quarter of 2003.

11

Other income. Other income in the first quarter of 2004 included $1.1 million of interest income received in connection with the receipt of $19 million of prior period Medicare lab recoveries.

Outlook

Outlook. We are currently targeting operating income to be between $370 and $390 million for 2004. This is consistent with our current longer-term three-year outlook of an average annual increase in operating income of three to eight percent for the next three years on a cumulative average basis. These projections and the underlying assumptions involve significant risks and uncertainties, and actual results may vary significantly from these current projections. These risks, among others, include those relating to the concentration of profits generated from PPO and private indemnity patients and from the administration of pharmaceuticals, possible reductions in private and government reimbursement rates, changes in pharmaceutical practice patterns or reimbursement policies, our ability to maintain contracts with our physician medical directors, and legal compliance risks such as the ongoing review by the United States Attorney’s Office and HHS Office of Inspector General in Philadelphia. We undertake no duty to update these projections, whether due to changes in current or expected trends, underlying market conditions, decisions of the United States Attorney’s Office, the DOJ or the OIG in any pending or future review of our business, or otherwise.

Liquidity and Capital Resources

Liquidity and capital resources. Cash flow from operations during the first quarter of 2004 amounted to $115 million excluding after-tax Medicare lab recoveries of $12 million, compared to $81 million during the first quarter of 2003. Non-operating cash outflows for the first quarter of 2004 included capital asset expenditures of $25 million including $19 million for new center development, and $17 million for acquisitions (net of divestitures). Non-operating cash outflows for the first quarter of 2003 included capital asset expenditures of $22 million including $12 million for new center development, and approximately $1 million for acquisitions. During the first quarter of 2004 we acquired a total of 5 dialysis centers and opened 5 new dialysis centers. During the first quarter of 2003 we opened 7 new dialysis centers and acquired two dialysis centers.

We have two interest rate swap agreements on our Term Loan B outstanding debt, expiring in November 2008 and in January 2009. As of March 31, 2004, the total notional amount of the swap agreements were $270 million and the fair value was a $5.7 million liability, resulting in a charge to other comprehensive income during the first quarter of 2004 of $2.6 million, net of tax.

Accounts receivable at March 31, 2004 amounted to $400 million, an increase of approximately $13 million from the fourth quarter of 2003. The first quarter accounts receivable balance represented 70 days of revenue, compared to 69 days as of December 31, 2003.

We believe that we will have sufficient liquidity and operating cash flows to fund our scheduled debt service and other obligations over the next twelve months.

Significant New Accounting Standards

On March 31, 2004, the Financial Accounting Standards Board (FASB) issued a proposed Statement, Share-Based Payment, an amendment of FASB Statements No. 123 and 95, that would require companies to account for stock-based compensation to employees using a fair value method as of the grant date. The proposed statement addresses the accounting for transactions in which a company receives employee services in exchange for equity instruments such as stock options, or liabilities that are based on the fair value of the company’s equity instruments or that may be settled through the issuance of such equity instruments, which includes the accounting for employee stock purchase plans. This proposed statement would eliminate a company’s ability to account for share-based awards to employees using APB Opinion 25, Accounting for Stock Issued to Employees but would

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not change the accounting for transactions in which a company issues equity instruments for services to non-employees or the accounting for employee stock ownership plans. The proposed statement, if adopted, would be effective for awards that are granted, modified, or settled in fiscal years beginning after December 15, 2004. We are currently in the process of assessing the potential impact of this proposed statement to our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest rate sensitivity

The table below provides information, as of March 31, 2004, about our financial instruments that are sensitive to changes in interest rates.

	Expected maturity date												Thereafter		Total		Fair Value		Average Interest Rate
	2004		2005		2006		2007		2008		2009
	(dollars in millions)
Long-term debt:
Fixed rate	$	4	$	1	$	1	$	3					$	3	$	12	$	12	5.36	%
Variable rate	$	34	$	45	$	51	$	22	$	744	$	247			$	1,143	$	1,143	3.69	%

The Company entered into an interest rate swap agreement during 2003, that had the economic effect of fixing the LIBOR benchmark interest rate at 5.39% based upon a 2.00% margin in effect on March 31, 2004, on an amortizing notional amount of $135 million of the Term Loan B outstanding debt. The agreement expires in November 2008 and requires quarterly interest payments. As of March 31, 2004, the notional amount of the swap was $135 million and its fair value was a $3.7 million liability, resulting in a charge to other comprehensive income during the first quarter of 2004 of $1.3 million, net of tax.

In 2004, the Company entered into another interest rate swap agreement that had the economic effect of fixing the LIBOR benchmark interest rate at 5.08% based upon a 2.00% margin in effect on March 31, 2004, on an additional amortizing notional amount of $135 million of the Term Loan B outstanding debt. The agreement expires in January 2009 and requires quarterly interest payments. As of March 31, 2004, the notional amount of the swap agreement was $135 million and its fair value was a $2 million liability, resulting in a charge to other comprehensive income during the first quarter of 2004 of $1.2 million, net of tax.

As a result of these swap agreements, the Company’s effective interest rate on its entire credit facility was 3.69% based upon a 2.00% margin in effect on March 31, 2004.

Item 4. Controls and Procedures.

Management maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the reports filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. Management recognizes that these controls and procedures can provide only reasonable assurance of desired outcomes, and that estimates and judgements are still inherent in the process of maintaining effective controls and procedures.

As of 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 Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with the Exchange Act requirements. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded

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that the Company’s disclosure controls and procedures provide reasonable assurance for timely identification and review of material information required to be included in the Company’s Exchange Act reports, including this report on Form 10-Q.

We have established and maintain a system of internal controls designed to provide reasonable assurance that transactions are executed with proper authorization and are properly recorded in the Company’s records, and that errors or irregularities that could be material to the financial statements are prevented or would be detected within a timely period. Internal controls are periodically reviewed and revised if necessary, and are augmented by appropriate oversight and audit functions.

There has not been any change in the Company’s internal control over financial reporting during the fiscal quarter covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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RISK FACTORS

This Form 10-Q contains statements that are forward-looking statements within the meaning of the federal securities laws, including statements about our expectations, beliefs, intentions or strategies for the future. These forward-looking statements include statements regarding our expectations for treatment growth rates, revenue per treatment, expense growth, levels of the provision for uncollectible accounts receivable, operating income, and capital expenditures. We base our forward-looking statements on information currently available to us, and we do not intend to update these statements, whether as a result of changes in underlying factors, new information, future events or other developments.

These statements involve known and unknown risks and uncertainties, including risks resulting from economic and market conditions, the regulatory and reimbursement environment in which we operate, competitive activities and other business conditions. Our actual results may differ materially from results anticipated in these forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include those set forth below. The risks discussed below are not the only ones facing our business.

If the average rates that private payors pay us decline, then our revenues, cash flows and earnings would be substantially reduced.

Approximately 42% of our dialysis revenues are generated from patients who have private payors as the primary payor. The majority of these patients have insurance policies that reimburse us at rates materially higher than Medicare rates. Based on our recent experience in negotiating with private payors, we believe that pressure from private payors to decrease the rates they pay us may increase. If the average rates that private payors pay us decline significantly, it would have a material adverse effect on our revenues, cash flows and earnings.

If the number of patients with higher paying commercial insurance declines, then our revenues, cash flows and earnings would be substantially reduced.

Our revenue levels are sensitive to the percentage of our reimbursements from higher-paying commercial plans. A patient’s insurance coverage may change for a number of reasons, including as a result of changes in the patient’s or a family member’s employment status. If there is a significant change in the number of patients under higher-paying commercial plans relative to plans that pay at lower rates, for example a reduction in the average number of patients under indemnity and PPO plans compared with the average number of patients under HMO plans and government programs, it would negatively impact our revenues, cash flows and earnings.

Changes in clinical practices and reimbursement rates or rules for EPO and other drugs could substantially reduce our revenue and earnings.

The administration of EPO and other drugs accounts for approximately one third of our net operating revenues. Changes in physician practice patterns and accepted clinical practices, changes in private and governmental reimbursement criteria, the introduction of new drugs and the conversion to alternate types of administration, (for example from intravenous administration to subcutaneous or oral administration, that may in turn result in lower or less frequent dosages) could materially reduce our revenues and earnings from the administration of EPO and other drugs. For example, some Medicare fiscal intermediaries are seeking to implement local medical review policies for EPO and vitamin D analogs that would effectively limit utilization of and reimbursement for these drugs. CMS had indicated that it may issue a new national coverage decision that will direct all fiscal intermediaries with respect to reimbursement coverage for EPO. We do not know if or when CMS will issue such decision, or what it will provide.

In addition, reductions in current private and government reimbursement rates for EPO or other pharmaceutical drugs would also reduce our net earnings and cash flows. For example, both CMS and members of Congress have proposed changes in the Medicare reimbursement rates for many of the outpatient prescription drugs that we administer to dialysis patients.

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Adverse developments with respect to EPO could materially reduce our net earnings and cash flows and affect our ability to care for our patients.

Amgen is the sole supplier of EPO and often unilaterally decide to increase its price for EPO at any time. For example, Amgen unilaterally increased its base price for EPO by 3.9% in each of 2002, 2001 and 2000. Although we have contracted coverage for EPO pricing for a fixed time period that includes discount variables depending on certain clinical criteria, we cannot predict whether we will continue to receive the same discount structure for EPO that we currently receive, or whether we will continue to achieve the same levels of discounts within that structure as we have historically achieved. In addition, Amgen has developed a new product, Aranesp^®, that may replace EPO or reduce its use with dialysis patients. We cannot predict if or when Aranesp^® will be introduced to the U.S. dialysis market, what its cost and reimbursement structure will be, or how it may impact our revenues from EPO. Increases in the cost of EPO and the introduction of Aranesp^® could have a material adverse effect on our net earnings and cash flows.

Future declines, or the lack of further increases, in Medicare reimbursement rates would reduce our net earnings and cash flows.

Approximately 50% of our dialysis revenues are generated from patients who have Medicare as their primary payor. The Medicare ESRD program reimburses us for dialysis and ancillary services at fixed rates. Unlike most other Medicare programs, the Medicare ESRD program does not provide for periodic inflation increases in reimbursement rates. Increases of 1.2% in 2000 and 2.4% in 2001 were the first increases in the composite rate since 1991, and were significantly less than the cumulative rate of inflation since 1991. For 2002 through 2004 there has been no increase in the composite rate. In 2005 an increase of only 1.6% has been scheduled. Increases in operating costs that are subject to inflation, such as labor and supply costs, have occurred and are expected to continue to occur with or without a compensating increase in reimbursement rates. We cannot predict with certainty the nature or extent of future rate changes, if any. To the extent these rates are not adjusted to keep pace with inflation, our net earnings and cash flows would be adversely affected.

Future changes in the structure of, and reimbursement rates under, the Medicare ESRD program could substantially reduce our operating earnings and cash flows.

CMS is studying changes to the ESRD program, including whether the Medicare composite rate for dialysis should be modified to include additional services that are now separately billable, such as laboratory and other diagnostic tests and the administration of EPO and other pharmaceuticals, in the composite rate. If Medicare began to include in its composite reimbursement rate any ancillary services that it currently reimburses separately, our revenue would decrease to the extent there was not a corresponding increase in that composite rate. In particular, Medicare revenue from EPO is approximately 28% of our total Medicare revenue. If EPO were included in the composite rate, and if the rate were not increased sufficiently, our operating earnings and cash flow could decrease substantially.

Future declines in Medicaid reimbursement rates would reduce our net earnings and cash flows.

Approximately 5% of our dialysis revenues are generated from patients who have Medicaid as their primary coverage. In addition approximately 3% of our dialysis revenues are from Medicaid secondary coverage. Approximately 45% of our Medicaid revenue is derived from patients in California. If state governments change Medicaid programs or the rates paid by those programs for our services, then our revenue and earnings may decline. Some of the states’ Medicaid programs have reduced rates for dialysis services, and others have proposed such reductions or other changes to eligibility for Medicaid coverage. Any actions to limit Medicaid coverage or further reduce reimbursement rates for dialysis and related services would adversely affect our revenue and earnings.

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The pending federal review of some of our historical practices could result in substantial penalties against us.

We are voluntarily cooperating with the Civil Division of the United States Attorney’s Office and OIG in Philadelphia in a review of some of our practices, including billing and other operating procedures, financial relationships with physicians and pharmaceutical companies, and the provision of pharmaceutical and other ancillary services. The DOJ has also requested and received information regarding these laboratories. We are unable to determine when these matters will be resolved, whether any additional areas of inquiry will be opened or any outcome of these matters, financial or otherwise. Any negative findings could result in substantial financial penalties against us and exclusion from future participation in the Medicare and Medicaid programs.

If we fail to adhere to all of the complex government regulations that apply to our business, we could suffer severe consequences that would substantially reduce our revenue and earnings.

Our dialysis operations are subject to extensive federal, state and local government regulations, including Medicare and Medicaid reimbursement rules and regulations, federal and state anti-kickback laws, and federal and state laws regarding the collection, use and disclosure of patient health information. The regulatory scrutiny of healthcare providers, including dialysis providers, has increased significantly in recent years. In addition, the frequency and intensity of Medicare certification surveys and inspections of dialysis centers have increased markedly since 2000.

We endeavor to comply with all of the requirements for receiving Medicare and Medicaid reimbursement and to structure all of our relationships with referring physicians to comply with the anti-kickback laws; however, the laws and regulations in this area are complex and subject to varying interpretations. In addition, our historic dependence on manual processes that vary widely across our network of dialysis centers exposes us to greater risk of errors in billing and other business processes.

Due to regulatory considerations unique to each of these states, all of our dialysis operations in New York and some of our dialysis operations in New Jersey are conducted by privately-owned companies to which we provide a broad range of administrative services. These operations account for approximately 7% of our dialysis revenues. We believe that we have structured these operations to comply with the laws and regulations of these states, but we can give no assurances that they will not be challenged.

If any of our operations are found to violate these or other government regulations, we could suffer severe consequences, including:

• Mandated practice changes that significantly increase operating expenses;

• Suspension of payments from government reimbursement programs;

• Refunds of amounts received in violation of law or applicable reimbursement program requirements;

• Loss of required government certifications or exclusion from government reimbursement programs;

• Loss of licenses required to operate healthcare facilities in some of the states in which we operate, including the loss of revenues from operations in New York and New Jersey conducted by privately-owned companies as described above;

• Fines or monetary penalties for anti-kickback law violations, submission of false claims or other failures to meet reimbursement program requirements and patient privacy law violations; and

• Claims for monetary damages from patients who believe their protected health information has been used or disclosed in violation of federal or state patient privacy laws.

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If businesses we acquire failed to adhere to regulations that apply to our business, we could suffer severe consequences that would substantially reduce our revenues and earnings.

Businesses we acquire may have unknown or contingent liabilities, including for failure to adhere to laws and regulations governing dialysis operations. We generally seek indemnification from the sellers of businesses we acquire, but such liabilities may not be covered or may be greater than contractual limits or the financial resources of the indemnifying party.

If a significant number of physicians were to cease referring patients to our dialysis centers, whether due to regulatory or other reasons, our revenue and earnings would decline.

If a significant number of physicians stop referring patients to our centers, it could have a material adverse effect on our revenue and earnings. Many physicians prefer to have their patients treated at dialysis centers where they or other members of their practice supervise the overall care provided as medical directors of the centers. As a result, the primary referral source for most of our centers is often the physician or physician group providing medical director services to the center. If a medical director agreement terminates, whether before or at the end of its term, and a new medical director is appointed, it may negatively impact the former medical director’s decision to treat his or her patients at our center. Additionally, both current and former medical directors have no obligation to refer their patients to our centers. Also, if quality of service levels at our centers deteriorate it may negatively impact patient referrals and treatment volumes.

Our medical director contracts are for fixed periods, generally five to ten years. Medical directors have no obligation to extend their agreements with us. As of April 1, 2004, there were 29 centers, accounting for nearly 5% of our treatment volume, at which the medical director agreements required renewal on or before March 31, 2005.

We also may take actions to restructure existing relationships or take positions in negotiating extensions of relationships in order to assure compliance with the safe harbor provisions of the anti-kickback statute and other similar laws. These actions could negatively impact physicians’ decisions to extend their medical director agreements with us or to refer their patients to us. In addition, if the terms of an existing agreement were found to violate applicable laws, we may not be successful in restructuring the relationship, which could lead to the early termination of the agreement, or force the physician to stop referring patients to the centers.

If the current shortage of skilled clinical personnel continues, we may experience disruptions in our business operations and increases in operating expenses.

We are experiencing increased labor costs and difficulties in hiring nurses due to a nationwide shortage of skilled clinical personnel. We compete for nurses with hospitals and other health care providers. This nursing shortage may limit our ability to expand our operations. If we are unable to hire skilled clinical personnel when needed, our operations and our same center growth will be negatively impacted.

Provisions in our charter documents and compensation programs we have adopted may deter a change of control that our stockholders would otherwise determine to be in their best interests.

Our charter documents include provisions that may deter hostile takeovers, delay or prevent changes of control or changes in our management, or limit the ability of our stockholders to approve transactions that they may otherwise determine to be in their best interests. These include provisions prohibiting our stockholders from acting by written consent, requiring 60 days advance notice of stockholder proposals or nominations to our Board of Directors and granting our Board of Directors the authority to issue up to five million shares of preferred stock and to determine the rights and preferences of the preferred stock without the need for further stockholder approval, and a poison pill that would substantially dilute the interest sought by an acquirer that our board of directors does not approve.

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In addition, most of our outstanding employee stock options include a provision accelerating the vesting of the options in the event of a change of control. We have also adopted a change of control protection program for our employees who do not have a significant number of stock options, which provides for cash bonuses to the employees in the event of a change of control. Based on the shares of our common stock outstanding and the market price of our stock on March 31, 2004, these cash bonuses would total approximately $119 million if a control transaction occurred at that price and our Board of Directors did not modify the program. These compensation programs may affect the price an acquirer would be willing to pay.

These provisions could also discourage bids for our common stock at a premium and cause the market price of our common stock to decline.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The information in Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report is incorporated by this reference in response to this item.

Items 2, 3, 4 and 5 are not applicable.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit Number	Description
31.1	Certification of the Chief Executive Officer, dated May 3, 2004, 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 May 3, 2004, 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 May 3, 2004, 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 May 3, 2004, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü

ü Filed herewith.

(b) Reports on Form 8-K

Current report on Form 8-K dated May 3, 2004, furnished under Item 9, “Regulation FD Disclosure” and Item 12, “Disclosure of Results of Operations and Financial Condition”, announcing the Company’s financial results for the quarter ended March 31, 2004. A copy of the press release announcing the Company’s financial results for the quarter ended March 31, 2004 was attached to the Form 8-K as Exhibit 99.1.

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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/    GARY W. BEIL
	Gary W. Beil Acting Chief Financial Officer, Vice President and Controller*

Date: May 3, 2004

* Mr. Beil 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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INDEX TO EXHIBITS

Exhibit Number	Description
31.1	Certification of the Chief Executive Officer, dated May 3, 2004, 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 May 3, 2004, 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 May 3, 2004, 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 May 3, 2004, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü

ü Filed herewith.

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