19.	Long-term incentive compensation and shareholders’ equity

Long-term incentive compensation

Long-term incentive program (LTIP) compensation includes both stock-based awards (principally stock-settled stock appreciation rights, restricted stock units and performance stock units) as well as long-term performance-based cash awards. Long-term incentive compensation expense, which was primarily general and administrative in nature, was attributed to the dialysis and related lab services business, the HCP business, corporate administrative support, and the ancillary services and strategic initiatives.

The Company’s stock-based compensation awards are measured at their estimated fair values on the date of grant if settled in shares or at their estimated fair values at the end of each reporting period if settled in cash. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the awards, adjusted for expected forfeitures.

Stock-based compensation to be settled in shares is recorded to the Company’s shareholders’ equity, while stock-based compensation to be settled in cash is recorded to a liability. Shares issued upon exercise of stock awards have generally been issued from authorized but unissued shares.

Stock split

In the third quarter of 2013, the Board of Directors approved a two-for-one stock split of the Company’s common stock in the form of a stock dividend payable on September 6, 2013 to stockholders of record on August 23, 2013. The Company’s common stock began trading on a post-split basis on September 9, 2013. All share and per share data for all periods presented have been adjusted to reflect the effects of the stock split.

Long-term incentive compensation plans

On June 17, 2013, the stockholders of the Company approved an amendment to the DaVita HealthCare Partners Inc. 2011 Incentive Award Plan to increase the number of shares of common stock available for issuance under the Plan by 17,000,000 shares.

On June 11, 2012, the Company’s stockholders approved an amendment to the Company’s 2011 Incentive Award Plan (the 2011 Plan) to increase the number of shares of common stock available for issuance under the plan by 9,000,000 shares and to increase the amount by which share reserves under the plan are reduced by grants of full value share awards to 3.5 times from 3.0 times the number of shares subject to the award.

The Company’s 2011 Incentive Award Plan is the Company’s omnibus equity compensation plan and provides for grants of stock-based awards to employees, directors and other individuals providing services to the Company, except that incentive stock options may only be awarded to employees. The 2011 Plan authorizes the Company to award stock options, stock appreciation rights, restricted stock units, restricted stock, and other stock-based or performance-based awards, and is designed to enable the Company to grant equity and cash awards that qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The 2011 Plan mandates a maximum award term of five years and stipulates that stock appreciation rights and stock options be granted with prices not less than fair market value on the date of grant. The 2011 Plan also requires that full value share awards such as restricted stock units reduce shares available under the Plan at a ratio of 3.5:1. The Company’s nonqualified stock appreciation rights and stock units awarded under the Plan generally vest over 36 to 48 months from the date of grant. At December 31, 2015, there were 8,533,561 stock-settled stock appreciation rights, 765,060 stock-settled stock units, 54,688 cash-settled stock appreciation rights and 3,867 cash-settled stock units outstanding, and 32,484,534 shares available for future grants, under the Plan.

A combined summary of the status of the Company’s stock-settled awards under the 2011 Plan, including base shares for stock-settled stock appreciation rights and stock-settled stock unit awards is as follows:

	Year ended December 31, 2015
	Stock appreciation rights							Stock units
				Weighted		Weighted					Weighted
				average		average					average
				exercise		remaining					remaining
	Awards			price		contractual life		Awards			contractual life
Outstanding at beginning of year		10,585,172		$	53.21				921,898
Granted		993,953			81.22				279,485
Exercised		(2,409,579	)		41.62				(348,127	)
Cancelled		(635,985	)		62.42				(88,196	)
Outstanding at end of period		8,533,561		$	59.05		2.3		765,060			0.4
Exercisable at end of period		2,856,959		$	47.88		1.2		—			—
Weighted-average fair value of grants in 2015	$	17.97						$	80.25
Weighted-average fair value of grants in 2014	$	16.41						$	72.24
Weighted-average fair value of grants in 2013	$	13.47						$	58.90

	Awards		Weighted average		Awards		Weighted average
Range of SSAR base prices	outstanding		exercise price		exercisable		exercise price
$30.01–$40.00		369,301		36.56		358,969		36.54
$40.01–$50.00		1,437,708		43.02		1,390,300		42.86
$50.01–$60.00		4,143,205		57.54		843,384		55.30
$60.01–$70.00		1,293,564		68.12		216,000		65.08
$70.01–$80.00		588,733		73.80		48,306		70.31
$80.01–$90.00		701,050		83.60		—		—
Total		8,533,561	$	59.05		2,856,959	$	47.88

Liability-classified awards contributed $(236), $1,774 and $338 to stock-based compensation expense for the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2015 the Company had 58,555 liability-classified share awards outstanding, 10,313 of which were vested, and a total stock-based compensation liability balance of $691. The Company did not grant any cash-settled stock-based awards during 2015.

For the years ended December 31, 2015, 2014, and 2013, the aggregate intrinsic value of stock-based awards exercised was $116,933, $151,342 and $120,775, respectively. At December 31, 2015, the aggregate intrinsic value of stock awards outstanding was $157,397 and the aggregate intrinsic value of stock awards exercisable was $62,655.

Estimated fair value of stock-based compensation awards

The Company has estimated the grant-date fair value of stock-settled stock appreciation rights awards using the Black-Scholes-Merton valuation model and stock-settled stock unit awards at intrinsic value on the date of grant. The following assumptions were used in estimating these values and determining the related stock-based compensation attributable to the current period:

Expected term of the awards: The expected term of awards granted represents the period of time that they are expected to remain outstanding from the date of grant. The Company determines the expected term of its stock awards based on its historical experience with similar awards, considering the Company’s historical exercise and post-vesting termination patterns, and the terms expected by peer companies in near industries.

Expected volatility: Expected volatility represents the volatility anticipated over the expected term of the award. The Company determines the expected volatility for its awards based on the volatility of the price of its common stock over the most recent retrospective period commensurate with the expected term of the award, considering the volatility expectations implied by the market price of its exchange-traded options and the volatilities expected by peer companies in near industries.

Expected dividend yield: The Company has not paid dividends on its common stock and does not currently expect to pay dividends during the term of stock awards granted.

Risk-free interest rate: The Company bases the expected risk-free interest rate on the implied yield currently available on stripped interest coupons of U.S. Treasury issues with a remaining term equivalent to the expected term of the award.

A summary of the weighted average valuation inputs described above used for estimating the grant-date fair value of stock-settled stock appreciation rights awards granted in the periods indicated is as follows:

	Year ended December 31,
	2015			2014			2013
Expected term	4.1 years			4.2 years			4.1 years
Expected volatility		24.6	%		25.8	%		27.2	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Risk-free interest rate		1.5	%		1.5	%		0.7	%

The Company estimates expected forfeitures based upon historical experience with separate groups of employees that have exhibited similar forfeiture behavior in the past. Stock-based compensation expense is recorded only for awards that are expected to vest.

Employee stock purchase plan

The Employee Stock Purchase Plan entitles qualifying employees to purchase up to $25 of the Company’s common stock during each calendar year. The amounts used to purchase stock are accumulated through payroll withholdings or through optional lump sum payments made in advance of the first day of the purchase right period. This compensatory plan allows employees to purchase stock for the lesser of 100% of the fair market value on the first day of the purchase right period or 85% of the fair market value on the last day of the purchase right period. Purchase right periods begin on January 1 and July 1, and end on December 31. Payroll withholdings and lump-sum payments related to the plan, included in accrued compensation and benefits and used to purchase the Company’s common stock for 2015, 2014 and 2013 participation periods, were $24,523, $19,010 and $12,817, respectively. Shares purchased pursuant to the plan’s 2015, 2014 and 2013 participation periods were 413,859, 297,954 and 237,961, respectively. At December 31, 2015, there were 422,401 shares remaining available for future grants under this plan.

The fair value of employees’ purchase rights was estimated as of the beginning dates of the purchase right periods using the Black-Scholes-Merton valuation model with the following weighted average assumptions for purchase right periods in 2015, 2014 and 2013, respectively: expected volatility of 26%, 27% and 28%; risk-free interest rate of 0.2%, 0.2% and 0.2%, and no dividends. Using these assumptions, the weighted average estimated fair value of these purchase rights was $18.76, $16.40 and $14.24 for 2015, 2014 and 2013, respectively.

Long-term incentive compensation expense and proceeds

For the years ended December 31, 2015, 2014 and 2013, the Company recognized $130,682, $118,970 and $84,841, respectively, in total LTIP expense, of which $56,664, $56,743 and $59,998, respectively, was stock-based compensation expense for stock appreciation rights, stock options, stock units and discounted employee stock plan purchases, which are primarily included in general and administrative expenses. The estimated tax benefits recorded for stock-based compensation in 2015, 2014 and 2013 were $19,689, $20,351 and $22,187, respectively. As of December 31, 2015, there was $123,966 total estimated unrecognized compensation cost for outstanding LTIP awards, including $63,599 related to stock-based compensation arrangements under the Company’s equity compensation and stock purchase plans. The Company expects to recognize the performance-based cash component of these LTIP costs over a weighted average remaining period of 1.0 year and the stock-based component of these LTIP costs over a weighted average remaining period of 1.3 years.

For the years ended December 31, 2015, 2014 and 2013, the Company received $45,749, $59,119 and $46,898, respectively, in actual tax benefits upon the exercise of stock awards. As a result of the Company issuing SSARs, beginning in 2013, the Company no longer has stock options outstanding and did not receive cash proceeds from stock option exercises during the years ended December 31, 2015, 2014 and 2013.

Stock repurchases

During the year ended December 31, 2015, the Company repurchased a total of 7,779,958 shares of its common stock for $575,380, or an average price of $73.96 per share. The Company also repurchased a total of 3,689,738 shares of its common stock during January 2016 for $249,481, or an average price of $67.61 per share.

On April 14, 2015, the Company’s Board of Directors approved additional share repurchases in the amount of $725,944. These share repurchases are in addition to the $274,056 remaining at that time under the Company’s Board of Directors’ prior share repurchase approval announced in November 2010. As a result of these transactions, the Company now has a total of $259,225 available under the current Board authorizations for additional share repurchases as of January 31, 2016. These share repurchase authorizations have no expiration dates. However, the Company is subject to share repurchase limitations under the terms of its Senior Secured Credit Facilities and the indentures governing its Senior Notes.

The Company did not repurchase any of its common stock during 2014 or 2013.

Charter documents & Delaware law

The Company’s charter documents include provisions that may deter hostile takeovers, delay or prevent changes of control or changes in management, or limit the ability of stockholders to approve transactions that they may otherwise determine to be in their best interests. These include provisions prohibiting stockholders from acting by written consent, requiring 90 days advance notice of stockholder proposals or nominations to the Board of Directors and granting the 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.

The Company is also subject to Section 203 of the Delaware General Corporation Law that, subject to exceptions, would prohibit the Company from engaging in any business combinations with any interested stockholder, as defined in that section, for a period of three years following the date on which that stockholder became an interested stockholder. These restrictions may discourage, delay or prevent a change in the control of the Company.

Changes in DaVita HealthCare Partners Inc.’s ownership interest in consolidated subsidiaries

The effects of changes in DaVita HealthCare Partners Inc.’s ownership interest on the Company’s equity are as follows:

	Year ended December 31,
	2015			2014			2013
Net income attributable to DaVita HealthCare Partners Inc.	$	269,732		$	723,114		$	633,446
Increase (decrease) in paid-in capital for sales of noncontrolling interest		—			355			(1,442	)
Decrease in paid-in capital for the purchase of noncontrolling interests		(55,826	)		(5,357	)		(3,119	)
Net transfer to noncontrolling interests		(55,826	)		(5,002	)		(4,561	)
Change from net income attributable to DaVita HealthCare Partners Inc. and transfers to noncontrolling interests	$	213,906		$	718,112		$	628,885

During 2015, the Company acquired additional ownership interests in several existing majority-owned joint ventures for $66,382 in cash. In 2014, the Company also acquired additional ownership interests in several existing majority-owned joint ventures for $17,876 in cash and deferred purchase price of $136. In 2013, the Company acquired additional ownership interest in several existing majority-owned joint ventures for $3,569 and deferred purchase price of $209.