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Acquisitions and Divestitures | 12 Months Ended
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Dec. 31, 2022
Business Combinations [Abstract] |
Acquisitions and Divestitures | Acquisitions and divestitures Routine acquisitions During 2022, 2021 and 2020, the Company acquired dialysis businesses and other businesses, including a transplant software company, as follows:
| Year ended Year ended December 31,
| 2022 |  | 2021 |  | 2020
Cash paid, net of cash acquired | $ | 57,308 |  |  | $ | 187,050 |  |  | $ | 182,013 |
Contingent earn-out obligations | 4,261 |  |  | 14,854 |  |  | 14,042 |
Deferred purchase price and liabilities assumed | 15,076 |  |  | 10,226 |  |  | 20,415 |
Non-cash gain | — |  |  | — |  |  | 1,821 |
Aggregate consideration | $ | 76,645 |  |  | $ | 212,130 |  |  | $ | 218,291 |
Number of dialysis centers acquired — U.S. | 5 |  | 19 |  | 8
Number of dialysis centers acquired — International | 11 |  | 17 |  | 66
The assets and liabilities for these acquisitions were recorded at their estimated fair values at the dates of the acquisitions and are included in the Company’s consolidated financial statements, as are their operating results, from the designated effective dates of the acquisitions. The initial purchase price allocations for these transactions have been recorded at estimated fair values based on information available to management and will be finalized when certain information arranged to be obtained has been received. For several of the 2022 acquisitions, certain income tax amounts are pending final evaluation and quantification of any pre-acquisition tax contingencies. In addition, valuation of contingent earn-outs, intangibles, fixed assets, leases and certain working capital items relating to several of these acquisitions are pending final quantification. The following table summarizes the assets acquired and liabilities assumed in these transactions and recognized at their acquisition dates at estimated fair values, as well as the estimated fair value of noncontrolling interests assumed in these transactions:
| Year ended December 31,
| 2022 |  | 2021 |  | 2020
Current assets | $ | 6,389 |  |  | $ | 9,134 |  |  | $ | 23,607 |
Property and equipment | 7,481 |  |  | 9,277 |  |  | 37,457 |
Customer relationships | — |  |  | 17,200 |  |  | 34,625 |
Noncompetition agreements and other long-term assets | 1,066 |  |  | 9,964 |  |  | 10,168 |
Indefinite-lived licenses | 19,610 |  |  | 11,432 |  |  | 22,136 |
Goodwill | 49,047 |  |  | 173,244 |  |  | 130,057 |
Deferred income taxes | — |  |  | — |  |  | (3,962) |
Liabilities assumed | (6,081) |  |  | (14,200) |  |  | (34,068) |
Noncontrolling interests assumed | (867) |  |  | (3,921) |  |  | (1,729) |
| $ | 76,645 |  |  | $ | 212,130 |  |  | $ | 218,291 |
The following summarizes weighted-average estimated useful lives of amortizable intangible assets acquired during 2022, 2021 and 2020, as well as goodwill deductible for tax purposes associated with these acquisitions:
| Year ended December 31,
| 2022 |  | 2021 |  | 2020
Weighted-average estimated useful lives (in years): |  |  |  |  |
Customer relationships | — |  |  | 10 |  | 18
Noncompetition agreements | 4 |  | 6 |  | 5
Goodwill deductible for tax purposes | $ | 49,047 |  |  | $ | 169,014 |  |  | $ | 94,318 |
Pro forma financial information (unaudited) The following summary, prepared on a pro forma basis, combines the results of operations as if all acquisitions within continuing operations in 2022 and 2021 had been consummated as of the beginning of 2021, including the impact of certain adjustments such as amortization of intangibles, interest expense on acquisition financing and income tax effects.
| Year ended December 31,
| 2022 |  | 2021
| (unaudited)
Pro forma total revenues | $ | 11,624,270 |  |  | $ | 11,706,823 |
Pro forma net income from continuing operations attributable to DaVita Inc. | $ | 545,859 |  |  | $ | 984,227 |
Pro forma basic net income per share from continuing operations attributable to DaVita Inc. | $ | 5.87 |  |  | $ | 9.35 |
Pro forma diluted net income per share from continuing operations attributable to DaVita Inc. | $ | 5.70 |  |  | $ | 8.95 |
Sale of RMS Lifeline The Company divested its prior vascular access business, RMS Lifeline, Inc., effective May 1, 2020 and recognized a loss on sale of approximately $16,252. Contingent earn-out obligations The Company has contingent earn-out obligations associated with acquisitions that could result in the Company paying the former owners of acquired businesses a total of up to approximately $58,947 if certain performance targets or quality margins are met over the next one year to five years. Contingent earn-out obligations are remeasured to fair value at each reporting date until the contingencies are resolved with changes in the liability due to the remeasurement recognized in earnings. See Note 24 for further details. As of December 31, 2022, the Company estimated the fair value of these contingent earn-out obligations to be $25,422, of which a total of $11,308 is included in other current liabilities, and the remaining $14,114 is included in other long-term liabilities in the Company’s consolidated balance sheet. The following is a reconciliation of changes in contingent earn-out liabilities for the years ended December 31, 2022 and 2021:
| Year ended December 31,
| 2022 |  | 2021
Beginning balance | $ | 33,600 |  |  | $ | 30,248 |
Acquisitions | 4,261 |  |  | 14,854 |
Foreign currency translation | 840 |  |  | (1,674) |
Fair value remeasurements | (5,921) |  |  | (1,292) |
Payments or other settlements | (7,358) |  |  | (8,536) |
Ending balance | $ | 25,422 |  |  | $ | 33,600 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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