Teladoc Health (TDOC) 10-K1 Mar 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Feb. 22, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-37477
Entity Registrant Name	TELADOC HEALTH, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3705970
Entity Address, Address Line One	2 Manhattanville Road
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Purchase
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	203
Local Phone Number	635-2002
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TDOC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
ICFR Auditor Attestation Flag	true
Entity Voluntary Filers	No
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Well-known Seasoned Issuer	Yes
Entity Common Stock, Shares Outstanding		162,617,192
Entity Public Float			$ 5,334,035,010
Auditor Name	Ernst & Young LLP
Auditor Firm ID	42
Auditor Location	New York, New York
Entity Central Index Key	0001477449
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 918,182	$ 893,480
Short-term investments	0	2,537
Accounts receivable, net of allowance of $14,800 and $12,384, respectively	210,554	168,956
Inventories	56,342	73,079
Prepaid expenses and other current assets	130,310	87,387
Total current assets	1,315,388	1,225,439
Property and equipment, net	29,641	27,234
Goodwill	1,073,190	14,504,174
Intangible assets, net	1,836,765	1,910,278
Operating lease - right-of-use assets	41,831	46,780
Other assets	48,540	20,703
Total assets	4,345,355	17,734,608
Current liabilities:
Accounts payable	47,690	47,257
Accrued expenses and other current liabilities	168,693	102,933
Accrued compensation	81,554	91,941
Deferred revenue-current	90,457	75,569
Advances from financing companies	11,375	13,313
Total current liabilities	399,769	331,013
Other liabilities	1,618	1,492
Operating lease liabilities, net of current portion	38,042	41,773
Deferred revenue, net of current portion	3,872	3,834
Advances from financing companies, net of current portion	8,082	9,291
Deferred taxes, net	50,939	75,777
Convertible senior notes, net	1,535,288	1,225,671
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 162,840,360 shares and 160,469,325 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	163	160
Additional paid-in capital	17,358,645	17,473,336
Accumulated deficit	(15,008,287)	(1,421,454)
Accumulated other comprehensive loss	(42,776)	(6,285)
Total stockholders' equity	2,307,745	16,045,757
Total liabilities and stockholders' equity	$ 4,345,355	$ 17,734,608

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Allowance for accounts receivable	$ 14,800	$ 12,384
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	162,840,360	160,469,325
Common stock, shares outstanding	162,840,360	160,469,325

Consolidated Statements of Oper

Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Consolidated Statements of Operations and Other Comprehensive Loss
Revenue	$ 2,406,840	$ 2,032,707	$ 1,093,962
Expenses:
Cost of revenue (exclusive of depreciation and amortization, which is shown separately below)	743,987	650,258	390,829
Operating expenses:
Advertising and marketing	623,536	416,726	226,146
Sales	227,172	250,581	154,052
Technology and development	333,629	311,884	164,941
General and administrative	449,855	438,007	506,684
Acquisition, integration, and transformation costs	15,620	26,643	88,236
Restructuring costs	7,416	0	0
Depreciation and amortization	256,027	204,239	69,495
Goodwill impairment	13,402,812	0	0
Total expenses	16,060,054	2,298,338	1,600,383
Loss from operations	(13,653,214)	(265,631)	(506,421)
Loss on extinguishment of debt	0	43,748	9,077
Other expense (income), net	859	(5,088)	545
Interest expense, net	9,270	80,365	59,950
Loss before provision for income taxes	(13,663,343)	(384,656)	(575,993)
Provision for income taxes	(3,812)	44,137	(90,857)
Net loss	(13,659,531)	(428,793)	(485,136)
Other comprehensive income (loss), net of tax:
Currency translation adjustment and other	(36,491)	(24,803)	35,757
Comprehensive loss	$ (13,696,022)	$ (453,596)	$ (449,379)
Net loss per share, basic (in dollars per share)	$ (84.60)	$ (2.73)	$ (5.36)
Net loss per share, diluted (in dollars per share)	$ (84.60)	$ (2.73)	$ (5.36)
Weighted-average shares used to compute basic net loss per share	161,457,123	156,939,349	90,509,229
Weighted-average shares used to compute diluted net loss per share	161,457,123	156,939,349	90,509,229

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock 2022 Notes	Common Stock 2025 Notes	Common Stock 2027 Notes	Common Stock Cumulative effect adjustment due to adoption of ASU 2020-06	Common Stock	Additional Paid-In Capital 2022 Notes	Additional Paid-In Capital 2025 Notes	Additional Paid-In Capital 2027 Notes	Additional Paid-In Capital Cumulative effect adjustment due to adoption of ASU 2020-06	Additional Paid-In Capital	Accumulated Deficit 2022 Notes	Accumulated Deficit 2025 Notes	Accumulated Deficit 2027 Notes	Accumulated Deficit Cumulative effect adjustment due to adoption of ASU 2020-06	Accumulated Deficit	Accumulated Other Comprehensive Loss 2022 Notes	Accumulated Other Comprehensive Loss 2025 Notes	Accumulated Other Comprehensive Loss 2027 Notes	Accumulated Other Comprehensive Loss Cumulative effect adjustment due to adoption of ASU 2020-06	Accumulated Other Comprehensive Loss	2022 Notes	2025 Notes	2027 Notes	Cumulative effect adjustment due to adoption of ASU 2020-06	Total
Balance as of beginning of the period at Dec. 31, 2019					$ 73,000					$ 1,538,716,000					$ (507,525,000)					$ (17,239,000)					$ 1,014,025,000
Balance as of beginning of the period (in shares) at Dec. 31, 2019					72,761,941
Stockholders' Equity (Deficit)
Exercise of stock options					$ 6,000					54,308,000					0					0					54,314,000
Exercise of stock options (in shares)					6,104,721
Issuance of common stock upon vesting of restricted stock units					$ 2,000					(23,707,000)					0					0					(23,705,000)
Issuance of common stock upon vesting of restricted stock units (in shares)					2,150,523
Issuance of stock under employee stock purchase plan					$ 0					4,722,000					0					0					4,722,000
Issuance of stock under employee stock purchase plan (in shares)					49,781
Issuance of common stock for Notes	$ 4,000	$ 0				$ 694,127,000	$ 40,741,000				$ 0	$ 0				$ 0	$ 0				$ 694,131,000	$ 40,741,000
Issuance of common stock for Notes (in shares)	3,951,781	202,217
Sale of capped call related to the Livongo Notes					$ 0					91,659,000					0					0					91,659,000
Livongo Notes guaranteed by the Company					0					555,448,000					0					0					555,448,000
Equity portion of extinguishment of Notes	$ 0	$ 0				(715,263,000)	(31,615,000)				0	0				0	0				(715,263,000)	(31,615,000)
Equity component of Notes, net of issuance costs			$ 0					$ 285,601,000					$ 0					$ 0					$ 285,601,000
Issuance of stock in acquisition					$ 65,000					13,884,856,000					0					0					13,884,921,000
Issuance of stock in acquisition (in shares)					65,060,135
Stock-based compensation					$ 0					478,204,000					0					0					478,204,000
Other comprehensive income (loss), net of tax					0					0					0					35,757,000					35,757,000
Net loss					0					0					(485,136,000)					0					(485,136,000)
Balance as of end of the period at Dec. 31, 2020					$ 150,000					16,857,797,000					(992,661,000)					18,518,000					15,883,804,000
Balance as of end of the period (in shares) at Dec. 31, 2020					150,281,099
Stockholders' Equity (Deficit)
Exercise of stock options					$ 2,000					25,779,000					0					0					25,781,000
Exercise of stock options (in shares)					2,340,025
Issuance of common stock upon vesting of restricted stock units					$ 2,000					(2,000)					0					0					0
Issuance of common stock upon vesting of restricted stock units (in shares)					1,687,557
Issuance of stock under employee stock purchase plan					$ 0					15,331,000					0					0					15,331,000
Issuance of stock under employee stock purchase plan (in shares)					122,059
Issuance of common stock for Notes	$ 1,000	$ 5,000				270,111,000	920,886,000				0	0				0	0				270,112,000	920,891,000
Issuance of common stock for Notes (in shares)	1,058,373	5,185,491
Recovery of excess common stock issued for acquisition					$ 0					(40,329,000)					0					0					(40,329,000)
Recovery of excess common stock issued for acquisition (in shares)					(205,279)
Equity portion of extinguishment of Notes	$ 0	$ 0				$ (223,929,000)	(668,069,000)				$ 0	0				$ 0	0				$ (223,929,000)	(668,069,000)
Stock-based compensation					$ 0					315,761,000					0					0					315,761,000
Other comprehensive income (loss), net of tax					0					0					0					(24,803,000)					(24,803,000)
Net loss					0					0					(428,793,000)					0					(428,793,000)
Balance as of end of the period at Dec. 31, 2021				$ 0	$ 160,000				$ (363,731,000)	17,473,336,000				$ 72,698,000	(1,421,454,000)				$ 0	(6,285,000)				$ (291,033,000)	16,045,757,000
Balance as of end of the period (in shares) at Dec. 31, 2021				0	160,469,325
Stockholders' Equity (Deficit)
Exercise of stock options					$ 1,000					5,883,000					0					0					5,884,000
Exercise of stock options (in shares)					591,213
Issuance of common stock upon vesting of restricted stock units					$ 2,000					(2,000)					0					0					0
Issuance of common stock upon vesting of restricted stock units (in shares)					1,508,570
Issuance of stock under employee stock purchase plan					$ 0					7,064,000					0					0					7,064,000
Issuance of stock under employee stock purchase plan (in shares)					271,159
Issuance of common stock for Notes		$ 0					7,000					0					0					7,000
Issuance of common stock for Notes (in shares)		93
Equity portion of extinguishment of Notes		$ 0					$ (2,000)					$ 0					$ 0					$ (2,000)
Stock-based compensation					$ 0					236,090,000					0					0					236,090,000
Other comprehensive income (loss), net of tax					0					0					0					(36,491,000)					(36,491,000)
Net loss					0					0					(13,659,531,000)					0					(13,659,531,000)
Balance as of end of the period at Dec. 31, 2022					$ 163,000					$ 17,358,645,000					$ (15,008,287,000)					$ (42,776,000)					$ 2,307,745,000
Balance as of end of the period (in shares) at Dec. 31, 2022					162,840,360

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (13,659,531)	$ (428,793)	$ (485,136)
Adjustments to reconcile net loss to net cash flows from operating activities:
Goodwill impairment	13,402,812	0	0
Depreciation and amortization	256,027	204,239	69,495
Depreciation of rental equipment	2,859	3,333	1,697
Amortization of right-of-use assets	11,757	12,049	6,895
Provision for allowances	15,398	16,941	5,284
Stock-based compensation	217,852	302,586	475,531
Deferred income taxes	(7,840)	41,800	(90,158)
Accretion of interest	3,345	61,253	45,296
Loss on extinguishment of debt	0	40,652	9,077
Gain on sale of investment	0	(5,901)	0
Other, net	7,584	(3,845)	(1,009)
Changes in operating assets and liabilities:
Accounts receivable	(61,641)	(17,510)	(21,091)
Prepaid expenses and other current assets	(41,081)	(31,090)	(12,565)
Inventory	14,800	(19,494)	(24,732)
Other assets	(27,767)	(3,547)	(8,135)
Accounts payable	1,876	1,188	(87,995)
Accrued expenses and other current liabilities	61,217	18,175	20,125
Accrued compensation	(12,290)	(4,675)	34,819
Deferred revenue	15,240	20,554	17,751
Operating lease liabilities	(11,525)	(16,532)	(6,300)
Other liabilities	200	2,607	(2,360)
Net cash provided by (used in) operating activities	189,292	193,990	(53,511)
Cash flows from investing activities:
Capital expenditures	(16,480)	(8,534)	(4,024)
Capitalized software	(156,284)	(55,400)	(22,018)
Proceeds from marketable securities	2,507	50,000	2,496
Proceeds from the sale of investment	0	10,901	0
Acquisitions of businesses, net of cash acquired	0	(78,663)	(567,429)
Other, net	2,514	8,715	0
Net cash used in investing activities	(167,743)	(72,981)	(590,975)
Cash flows from financing activities:
Net proceeds from the exercise of stock options	5,884	25,781	54,314
Proceeds from the sale of capped call related to the Livongo Notes	0	0	91,659
Proceeds from advances from financing companies	11,873	15,275	6,002
Payment against advances from financing companies	(15,020)	(16,050)	(8,635)
Payment of assumed indebtedness	0	0	(10,000)
Proceeds from employee stock purchase plan	6,501	16,810	4,722
Cash received for withholding taxes on stock-based compensation, net	124	3,422	(26,703)
Other, net	(2,865)	(4,152)	0
Net cash provided by financing activities	6,497	40,947	859,136
Net increase in cash and cash equivalents	28,046	161,956	214,650
Foreign exchange difference	(3,344)	(1,800)	4,321
Cash and cash equivalents at beginning of the period	893,480	733,324	514,353
Cash and cash equivalents at end of the period	918,182	893,480	733,324
Income taxes paid	2,512	3,974	1,324
Interest paid	17,361	18,837	14,890
2022 Notes
Cash flows from financing activities:
Repurchase of Notes	0	(139)	(228,153)
2027 Notes
Cash flows from financing activities:
Proceeds from issuance of Notes	0	0	1,000,000
Payment of issuance costs of Notes	$ 0	$ 0	$ (24,070)

Organization and Description of

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2022
Organization and Description of Business
Organization and Description of Business	Note 1. Organization and Description of Business Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in whole person virtual care focused on forging a new healthcare experience with better convenience, outcomes and value around the world. On October 30, 2020, the Company completed the merger with Livongo Health, Inc. (“Livongo”), a transformational opportunity to improve the delivery, access and experience of chronic healthcare for individuals around the world. On July 1, 2020, the Company completed the acquisition of InTouch Technologies, Inc. (“InTouch”), a leading provider of enterprise telehealth solutions for hospitals and health systems.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc Health, as well as three professional associations and twelve professional corporations (collectively, the “THMG Association”). Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”) is party to a Services Agreement by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the THMG Association, which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. Total revenue and net income (loss) for the VIE were $244.5 million and ($1.0) million, $230.2 million and ($1.6) million and $203.9 million and $2.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The VIE’s total assets, all of which were current, were $106.7 million and $58.5 million at December 31, 2022 and 2021, respectively. The VIE’s total liabilities, all of which were current, were $143.8 million and $94.6 million at December 31, 2022 and 2021, respectively. The VIE’s total stockholders’ deficit was $37.1 million and $36.1 million at December 31, 2022 and 2021, respectively. All intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Consolidated Statement of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Consolidated Financial Statements. Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the value of goodwill, the capitalization and amortization of software development costs, deferred device and contract costs, allowances for sales and for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies, litigation and related legal accruals, and the accounting for stock-based compensation awards. Segment Information Prior to October 1, 2022, the Company operated as a single segment reflecting its integrated virtual care system for delivering, enabling, and empowering whole person health. Effective October 1, 2022, the Company adopted a new organizational and reporting structure based on two reportable segments, which are the same as its reporting units: Teladoc Health Integrated Care (“Integrated Care”) and BetterHelp. This new structure reflects how management now allocates resources and assesses performance. See Note 20. “Segments” for further information. Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, short-term investments, accounts receivable, accounts payable, accrued liabilities and accrued compensation, approximates fair value due to their short-term nature. The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Revenue Recognition The Company follows the revenue accounting requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Accounting Standards Codification (“ASC”) 606”). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to the Company’s customers, which primarily consist of employers, health plans, hospitals and health systems, insurance, and financial services companies (collectively “Clients”) as well as individual members, in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: • • • • • Integrated Care Segment As it relates to the Company’s Integrated Care segment, the Company primarily generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s Client contracts include a per-member-per-month (“PMPM”) access fee as well as certain contracts that also include additional revenue on a per-virtual healthcare visit basis for general medical, or other specialty visits or expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per healthcare visit basis for general medical and other specialty visits. Revenues are also generated from contracts with Clients in hospital and health systems for the Company’s chronic care management solutions. Substantially all of this revenue is derived from monthly access fees that are recognized as services are rendered and earned under subscription agreements with Clients that are based on a per-participant-per-month model, using the number of active enrolled members each month for the minimum enrollment period. These solutions integrate devices, supplies, access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and is considered a single continuous service comprised of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). These services are consumed as they are received, and the Company recognizes revenue each month using the variable consideration allocation exception since the nature of the obligations and the variability of the payment being based on the number of active members are aligned. Revenue is also generated from contracts with Clients for the sale and rental of equipment consisting of virtual healthcare devices which allow physicians to access the Company’s hosted virtual healthcare platform. These contracts also include multiple performance obligations, and the Company determines the standalone selling prices based on overall pricing objectives. In some arrangements, the Company’s devices are rented to certain qualified Clients that qualify as either sales-type lease or operating lease arrangements and are subject to lease accounting guidance. The Company records access fees from Clients accessing its professional provider network or hosted virtual healthcare platform or chronic care management platforms, visit fee revenue for general medical, expert medical service and other specialty visits as well as other revenue primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Visit and other revenues are reported as “Other” revenue in the Company’s consolidated financial statements. The Company’s Client agreements generally have a term of one three For contracts where revenue is generated on a per healthcare visit basis, revenues are recognized when the visits are completed as the Company has delivered on its stand ready obligation to provide access. For other revenue, which primarily includes virtual healthcare devices, the Company’s performance obligation is satisfied when the equipment is provided to the Client and revenue is recognized at a point in time upon shipment. The Company generally bills for the virtual healthcare services on a monthly basis, in advance or in arrears depending on the service, with payment terms generally being 30 days . There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that Client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and for certain contracts include a variable transaction price as the number of members may vary from period to period. Based on historical experience, the Company estimates this amount. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. Additionally, certain of the Company’s contracts include Client performance guarantees and pricing adjustments that are based upon minimum member utilization and guarantees by the Company for specific service level performance, member satisfaction scores, cost savings guarantees, and health outcome guarantees. Performance guarantees are estimated at each reporting period based on the Company’s historical performance of the underlying criteria or the customer’s specific performance as of that reporting date. Any estimated adjustments to the contract price for achieving or not achieving the performance guarantee are recognized as an adjustment to revenue in the period. For the years ended December 31, 2022, 2021, and 2020, revenue recognized from performance obligations related to prior periods for the changes in transaction price or Client performance guarantees was $4.4 million, $5.6 million, and $1.9 million, respectively. The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since the majority of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations. For additional revenue, deferred revenue, deferred costs, and disclosures, refer to Note 3. “Revenue, Deferred Revenue, and Deferred Costs and Other.” BetterHelp Segment As it relates to the BetterHelp segment, users can purchase mental health services for an access fee, generally on a monthly basis. For other wellness services, users can purchase access to their consumer application for a subscription fee, generally for a period of one year. BetterHelp also provides mental health services to employers as part of employee assistance programs, with revenues recorded based on completion of visit. The BetterHelp service provides for member refunds. Based on historical experience, the Company estimates the expected amount of refunds to be issued which are recorded as a reduction of revenue. The Company issued refunds of approximately $79.2 million, $67.0 million, and $33.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for a device is amortized ratably over the expected member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue. Deferred Costs and Other Deferred costs and other consist of deferred device costs and deferred contract costs. Deferred device costs consist of cost of inventory incurred in connection with delivery of services that are deferred and amortized over the shorter of the expected member enrollment period or the expected device life and recorded as cost of revenue. Deferred contract costs represent the incremental costs of obtaining a contract with a Client if the Company expects to recover such costs. The primary example of the Company’s costs to obtain a contract include incremental sales commissions to obtain contracts paid to its sales organization. A portion of these incremental costs to obtain Client contracts are deferred and then amortized on a straight-line basis over the period of benefit, which has been determined to be four years. The amounts subject to the services period are amortized in sales expense in the consolidated statement of operations. Deferred costs and other that are to be amortized within twelve months are recorded to deferred costs and other, current and the remainder is recorded to deferred costs and other, noncurrent on the Company’s consolidated balance sheets. Cost of Revenue (exclusive of depreciation and amortization, which is shown separately) Cost of revenue (exclusive of depreciation and amortization, which is shown separately) primarily consists of fees paid to the physicians and other health professionals; product costs; costs incurred in connection with the Company’s provider network operations and data center activities, which include employee-related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) costs related to Client support; provider network operations center activities; medical records; magnetic resonance imaging; medical lab tests; translation; postage and medical malpractice insurance, and deferred device costs. Technology and Development Technology and development expenses include the costs of operating the Company’s on-demand technology infrastructure that are not directly related to changes in revenue or volume of visits, including certain licensed applications, information technology infrastructure, security, and compliance. The technology and development line item also contains amounts charged to expense for research and development, which include costs of new product development, costs to add new features or improve reliability or scalability of existing applications, and other software development and engineering costs to the extent that they are not capitalized. The research and development expenses may enable future revenue growth but are not directly related to current revenues. Technology and development expenses include personnel and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) for software engineering, information technology infrastructure, security and compliance, product development, and support for the Company’s efforts to add new features and ensure the reliability and scalability of its existing solutions. Technology and development expenses also include outsourced software engineering services, the costs of operating the Company’s on-demand technology infrastructure (whereas costs directly associated with changes in revenue are presented separately in cost of revenues), certain licensed applications, and stock-based compensation for its technology and development employees. The Company’s technology and development expenses exclude certain allocations of occupancy expense, capitalized software development costs, and depreciation and amortization. Research and Development Costs For the years ended December 31, 2022, 2021 and 2020, research and development of $106.9 million, $99.5 million, and $110.8 million, respectively, was recognized in the Company’s consolidated statements of operations in technology and development. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase of $918.2 million at December 31, 2022. The Company’s cash and cash equivalents primarily consist of investments in money market funds. Cash and cash equivalents are stated at fair value. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts reflects the Company’s best estimate of expected losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information, and other currently available evidence. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. Inventories Inventories consist of purchased components for assembling welcome kits, refill kits, and replacement components for the Company’s chronic care management solutions, and virtual health devices manufactured for sale or lease as part of the Company’s hosted virtual healthcare platform solution. Inventories are stated at the lower of cost and net realizable value. The cost of inventories is determined on a first-in, first-out (“FIFO”) basis or on a weighted average cost basis which approximates the FIFO basis. Inventory costs include direct materials, direct labor and contracting costs, certain indirect labor and manufacturing overhead, and inbound shipping charges. Inventories are assessed on a periodic basis for potentially obsolete and slow-moving inventory with write-downs being recorded when identified. Write-downs are measured as the difference between cost of the inventory and net realizable value based upon assumptions about future demand and obsolescence, and charged to cost of revenue (exclusive of depreciation and amortization shown separately) in the accompanying consolidated statement of operations. At the point of the loss recognition, a new lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Rental equipment 4.3 years Operating Leases The Company adopted the new leases standard set forth under ASC Topic 842, “Leases,” or ASC Topic 842, as of January 1, 2019, Leases of Hosted Virtual Healthcare Platform The Company rents its hosted virtual healthcare platform for certain Clients under arrangements that qualify primarily as operating lease arrangements. The contracts include equipment consisting of virtual health devices which allow physicians access to the platform and there are multiple performance obligations where the Company determines the standalone selling prices based on overall selling prices and pricing objectives. In determining whether a transaction should be classified as a sales-type or operating lease, the Company considers whether: (1) ownership of the virtual healthcare device transfers to the lessee by the end of the term of the lease, (2) the lease grants the lessee an option to purchase the virtual healthcare device that the lessee is reasonably certain to exercise, (3) the lease term is for the major part of the remaining useful life of the virtual healthcare device, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the virtual healthcare device, and (5) it is expected that there will be no alternative use for the virtual healthcare device at the end of the lease term. The Company generally recognizes revenue for virtual healthcare devices in sales-type leases at a point in time upon shipment by the Client provided all other revenue recognition criteria have been met and these leases are not material. For operating lease arrangements, revenue for the virtual healthcare device is recognized over the lease term and generally on a straight-line basis. For both sales-type and operating lease arrangement, revenue associated with virtual healthcare platform access is recognized over the lease term on a straight-line basis. Rental Equipment Equipment is assigned to the rental pool upon the execution of a sales leasing arrangement. Rental equipment assets are generally stated at cost, less accumulated depreciation and reflected in property and equipment, net. Depreciation of rental equipment is provided on a straight-line basis, over the estimated useful lives of the respective assets, which is generally 4.3 years and is charged to cost of revenues. Maintenance and repairs are charged to expense as incurred while improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Capitalized Software Development Costs Capitalized software development costs are included in intangible assets and are amortized on a straight-line basis over three Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on October 1 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. As of December 31, 2022, the Company operates as two reporting units under the guidance in ASC 350, “Intangibles- Goodwill and Other,” the Teladoc Health Integrated Care reporting unit and the BetterHelp reporting unit. When testing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of its total company reporting unit is less than its carrying amount. If the Company elects to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, the Company performs a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if the Company’s reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge based on that difference. To determine reporting unit fair value as part of the quantitative test, the Company uses a weighting of fair values derived from the income approach and the market approach. Under the income approach, the Company projects its future cash flows and discount these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and its long-term business strategy. As such, key estimates and factors used in this method include, but are not limited to, revenue, margin and operating expense growth rates; as well as a discount rate and a terminal growth rate. Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare the Company’s reporting unit to similar publicly traded companies. In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value. Other Intangible Assets Other intangible assets include client relationships, acquired technology, and trademarks resulting from business acquisitions as well as capitalized software development costs. The Company amortizes these definite-lived intangible assets over their estimated useful lives and review the estimated useful lives on a quarterly basis to determine if the period of economic benefit has changed. Customer relationships are amortized over a period of two to 20 years in relation to expected future cash flows. Technology is amortized over four three Through December 31, 2021, trademarks were amortized over three Definite-lived intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value. Convertible Senior Notes Following the adoption on January 1, 2022 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” the Convertible Senior Notes (the “Notes”) and the Livongo Notes that the Company agreed to guarantee (the “Livongo Notes”) are fully accounted for and carried as liabilities, net of debt discounts on the Company’s Balance Sheets. Refer to Recently Issued Accounting Pronouncements. Stock-Based Compensation Stock-based compensation for stock options and restricted stock units (“RSUs”) granted is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model, except as noted. Stock-based compensation for performance stock units (“PSUs”) granted is measured based on the grant-date fair value of the awards and recognized on an accelerated tranche by tranche basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally range from 0% to 200% of the initial grant. For stock-based compensation assumed in the Livongo merger, the Monte Carlo valuation model was the most suitable for valuation of options for the replaced and replacement awards from the merger. The Company recognizes forfeitures of share-based awards as they occur. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. Advances from Financing Companies The Company utilizes a third-party financing company to provide certain Clients with a rental option. Under these arrangements, the Company receives payment upfront from the financing companies and the financing companies collect the Client rental payments over the life of the rental agreement on a nonrecourse basis. The principal portion of these upfront payments ar

Revenue, Deferred Revenue, and

Revenue, Deferred Revenue, and Deferred Costs and Other	12 Months Ended
Revenue, Deferred Revenue, and Deferred Costs and Other	Dec. 31, 2022
Revenue, Deferred Revenue, and Deferred Costs and Other
Revenue, Deferred Revenue, and Deferred Costs and Other	Note 3. Revenue, Deferred Revenue, and Deferred Costs and Other The Company generates access fees from Clients, as well as individual paying users, accessing its professional provider network, hosted virtual healthcare platform, and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service, and other specialty visits and is reported as a component of other revenue in the financial statements. Revenue associated with virtual healthcare device equipment sales included with the Company’s hosted virtual healthcare platform is also reported in other revenue. Access revenue accounted for approximately 87%, 86%, and 78% of the Company’s total revenue for the years ended December 31, 2022, 2021, and 2020, respectively. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2022 2021 2020 Revenue by Type Access fees $ 2,103,814 $ 1,740,170 $ 847,255 Other 303,026 292,537 246,707 Total Revenue $ 2,406,840 $ 2,032,707 $ 1,093,962 Revenue by Geography U.S. Revenue $ 2,101,015 $ 1,774,024 $ 913,720 International Revenue 305,825 258,683 180,242 Total Revenue $ 2,406,840 $ 2,032,707 $ 1,093,962 Deferred Revenue For certain services, payment is required for future periods before the service is delivered to the member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue, current plus long-term, was $94.3 million at December 31, 2022 and $79.4 million at December 31, 2021. The net increase of $14.9 million and $24.6 million in the deferred revenue balance for the years ended December 31, 2022 and 2021, respectively, was primarily driven by increased cash payments received in advance of satisfying performance obligations primarily related to the services of the BetterHelp segment, and to a lesser extent, the Teladoc Health Integrated Care segment, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. The Company anticipates that it will satisfy most of its performance obligation associated with the deferred revenue within the prospective fiscal year. Revenue recognized during the years ended December 31, 2022 and 2021 that was included in deferred revenue at the beginning of the periods was $73.7 million and $51.0 million, respectively. The Company expects to recognize $90.1 million and $4.2 million of revenue in 2023 2024 Deferred Device and Contract Costs Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands): As of December 31, As of December 31, 2022 2021 Deferred device and contract costs, current $ 29,956 $ 22,304 Deferred device and contract costs, noncurrent 8,404 6,249 Total deferred device and contract costs $ 38,360 $ 28,553 Deferred device and contract costs were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2021 $ 28,553 Additions 51,201 Cost of revenue recognized (41,394) Ending balance as of December 31, 2022 $ 38,360

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2022
Fair Value Measurements
Fair Value Measurements	Note 4. Fair Value Measurements The carrying value of the Company’s cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets. The Company’s short-term investments held as of December 31, 2021 consisted primarily of certificates of deposit held at financial institutions. The amortized cost of these investments, which are classified as Level 2, approximated their fair value. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): December 31, 2022 Level 1 Level 2 Total Cash and cash equivalents $ 918,182 $ 0 $ 918,182 December 31, 2021 Level 1 Level 2 Total Cash and cash equivalents $ 893,480 $ 0 $ 893,480 Short-term investments $ 0 $ 2,537 $ 2,537 There were no transfers between fair value measurement levels during the years ended December 31, 2022 or 2021.

Inventories

Inventories	12 Months Ended
Inventories	Dec. 31, 2022
Inventories
Inventories	Note 5. Inventories Inventories consisted of the following (in thousands): As of December 31, As of December 31, 2022 2021 Raw materials and purchased parts $ 30,126 $ 28,540 Work in process 433 597 Finished goods 31,977 49,146 Inventory reserve (6,194) (5,204) Total inventories $ 56,342 $ 73,079

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	12 Months Ended
Prepaid Expenses and Other Current Assets	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets	Note 6. Prepaid Expenses and Other Current Assets As of December 31, As of December 31, 2022 2021 Prepaid expenses $ 63,159 $ 38,255 Deferred device and contract costs, current 29,956 22,304 Other receivables 25,091 21,168 Other current assets 12,104 5,660 Total prepaid expenses and other current assets $ 130,310 $ 87,387

Goodwill

Goodwill	12 Months Ended
Goodwill	Dec. 31, 2022
Goodwill
Goodwill	Note 7. Goodwill Goodwill consisted of the following (in thousands): Teladoc Health Integrated Care BetterHelp Total Balance as of December 31, 2020 $ 0 $ 0 $ 14,581,255 Additions associated with acquisitions 0 0 64,269 Purchase consideration adjustments net of deferred tax impacts 0 0 (55,801) Deferred tax adjustments 0 0 (66,505) Currency translation adjustment 0 0 (19,044) Balance as of December 31, 2021 0 0 14,504,174 Impairment 0 0 (12,270,000) Currency translation adjustment 0 0 (28,172) Reassignment to reporting units at October 1, 2022 1,132,812 1,073,190 2,206,002 Impairment (1,132,812) 0 (1,132,812) Currency translation adjustment 0 0 0 Balance as of December 31, 2022 $ 0 $ 1,073,190 $ 1,073,190 The Company experienced triggering events in 2022 due to sustained decreases in the Company’s share price, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles as of March 31, 2022 and again as of June 30, 2022. Both impairment assessments in 2022 reflected a 75%/25% allocation between the income and market approaches. The Company believes the 75% weighting to the income approach continues to be appropriate as it more directly reflects the Company’s future growth and profitability expectations. The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each testing date related to those triggering events and the annual impairment test. Testing Dates Reporting Unit Discount Rate Peer Group Revenue Multiples (Current Year/Subsequent Year) Excess of Reporting Unit Fair Value over Carrying Value March 31, 2022 Consolidated 12.0% 3.5x/3.0x None June 30, 2022 Consolidated 16.0% 2.0x/1.8x None October 1, 2022 Consolidated, Pre-reassignment 12.5% 1.65x/1.5x None, Pre-reassignment October 1, 2022 Teladoc Health Integrated Care 12.0% 1.2x/1.0x No remaining goodwill October 1, 2022 BetterHelp 13.5% 1.6x/1.3x Significant amount In March 2022, the Company updated the projected long-range cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to reflect current conditions. Other changes in valuation assumptions included increases in interest rates and market volatility, resulting in a higher discount rate, and selection of lower revenue multiples based upon an assessment of a relevant peer group. As a result of this review, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but the Company recorded a $6.6 billion non-deductible goodwill impairment charge (or $40.88 per basic and diluted share) in the quarter ended March 31, 2022. The non-cash charge had no impact on the provision for income taxes. As of June 30, 2022, the Company updated valuation assumptions. The discount rate was increased for a company risk premium to reflect the current perception of risks of achieving projected cash flows and, to a lesser extent, to reflect further increases in interest rates and market volatility. Additionally, revenue market multiples were lowered based upon an updated analysis of a consistent peer group. The assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets but resulted in an additional $3.0 billion non-deductible goodwill impairment charge (or $18.77 per basic and diluted share). The non-cash charge had no impact on the provision for income taxes. On October 1, 2022, the Company reorganized its reporting structure to include two reportable segments, Integrated Care and BetterHelp, which also represent reporting units for purposes of assessing goodwill. The Company performed its annual impairment test consistent with the rules set forth under ASC 350, “Intangibles—Goodwill and Other,” performing an initial test on its then-existing reporting unit. The impairment test utilized the Company’s latest estimates of projected the asset groups identified for the purposes of testing the recoverability of each reporting unit’s definite-lived intangibles and other long-lived assets, which was passed by a significant margin. Lastly, a For the twelve months ended December 31, 2022, a $13.4 billion non-deductible goodwill impairment charge (or $83.01 per basic and diluted share) was recognized. There were no impairment charges recorded for goodwill or definite-lived intangible assets for the years ended December 31, 2021 or 2020

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
Property and Equipment, Net	Dec. 31, 2022
Property and Equipment, Net
Property and Equipment, Net	Note 8. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): As of December 31, 2022 2021 Computer equipment $ 29,322 $ 28,330 Furniture and equipment 14,861 7,104 Leasehold improvement 13,298 12,983 Rental Equipment 12,679 11,018 Construction in progress 7,193 1,929 Total 77,353 61,364 Accumulated depreciation (47,712) (34,130) Property and equipment, net $ 29,641 $ 27,234 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $11.4 million, $8.9 million, and $4.8 million, respectively.

Intangible Assets, Net and Cert

Intangible Assets, Net and Certain Cloud Computing Costs	12 Months Ended
Intangible Assets, Net and Certain Cloud Computing Costs	Dec. 31, 2022
Intangible Assets, Net and Certain Cloud Computing Costs
Intangible Assets, Net and Certain Cloud Computing Costs	Note 9. Intangible Assets, Net and Certain Cloud Computing Costs Intangible assets, net consisted of the following (in thousands): Weighted Average Remaining Useful Accumulated Net Carrying Useful Life Life Gross Value Amortization Value (Years) December 31, 2022 Client relationships 2 to 20 years $ 1,458,384 $ (291,993) $ 1,166,391 13.5 Trademarks 2 to 15 years 325,171 (98,303) 226,868 7.0 Software 3 to 5 years 294,629 (78,373) 216,256 2.7 Technology 4 to 7 years 343,067 (115,817) 227,250 4.7 Intangible assets, net $ 2,421,251 $ (584,486) $ 1,836,765 10.4 December 31, 2021 Client relationships 2 to 20 years $ 1,465,926 $ (199,866) $ 1,266,060 14.5 Trademarks 3 to 15 years 326,392 (45,555) 280,837 9.5 Software 3 to 5 years 126,188 (40,767) 85,421 2.7 Technology 5 to 7 years 343,262 (65,302) 277,960 5.6 Intangible assets, net $ 2,261,768 $ (351,490) $ 1,910,278 12.0 Refer to Note 7. “Goodwill,” for the results of impairment testing of the Company’s intangible assets including goodwill. Amortization expense for intangible assets net of foreign currency remeasurement for intangible assets was $244.6 million, $195.3 million, and $64.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. Included in the total amortization expense was amortization for capitalized software development cost of $46.1 million, $15.0 million, and $7.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. In the year ended December 31, 2022, the Company recognized impairments of the full value associated with certain international product programs Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2022 was as follows (in thousands): Years Ending December 31, 2023 $ 287,347 2024 254,686 2025 233,656 2026 173,698 2027 and thereafter 887,378 $ 1,836,765 In January 2022, the Company embarked upon a two-year migration strategy that integrates and moves selected consumer brands under Teladoc Health, which will serve as the primary business-to-business-to-consumer brand that meets all consumer healthcare needs. The evolution of brand names resulted in the weighted average life of the trademarks decreasing from 9.5 years to 7.5 years as of January 1, 2022, and an acceleration of amortization expense being expensed over 2022 and 2023. This change resulted in additional amortization expense of $23.2 million (or $0.14 per basic and diluted share) for the year ended December 31, 2022. Refer to Note 7. “Goodwill” for the results of impairment testing of the Company’s intangible assets, including goodwill. Net cloud computing costs are recorded in other assets within the balance sheets. As of December 31, 2022 and 2021, those costs were $25.4 million and $2.6 million, respectively. The associated expense for cloud computing costs, which are recorded in general and administration expense, was $1.9 million and $0.1 million for the years ended December 31, 2022 and 2021, respectively.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	12 Months Ended
Accrued Expenses and Other Current Liabilities	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, As of December 31, 2022 2021 Professional fees $ 10,152 $ 7,124 Consulting fees/provider fees 16,407 19,010 Client performance guarantees 4,145 3,034 Interest payable 1,480 1,480 Income tax payable 3,817 3,098 Insurance 5,981 3,884 Marketing 35,055 2,958 Operating lease liabilities – current 13,592 12,687 Franchise and sales taxes 10,183 9,965 Device replacement cost 349 6,263 Accrued rebates 14,542 4,619 Staff augmentation 3,391 1,858 Other 49,599 26,953 Total $ 168,693 $ 102,933

Convertible Senior Notes

Convertible Senior Notes	12 Months Ended
Convertible Senior Notes	Dec. 31, 2022
Convertible Senior Notes
Convertible Senior Notes	Note 11. Convertible Senior Notes Outstanding Convertible Senior Notes As of December 31, 2022, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo on June 4, 2020 for which the Company had agreed to guarantee Livongo’s obligations (the “Livongo Notes” and together with the 2027 Notes, the 2025 Notes and the 2022 Notes (as defined below), the “Notes”). On June 27, 2017, the Company issued, at par value, $275.0 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”), which were redeemed during the quarter ended March 31, 2021 as described below. On January 1, 2023, the Company agreed to assume all of Livongo’s rights and obligations under the Livongo Notes and the applicable indenture, and Livongo was released from such obligations. The following table presents certain terms of the Notes that were outstanding as of December 31, 2022: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of December 31, 2022 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 $ 0.3 $ 480.6 Fair Value as of December 31, 2021 (in millions) (1) $ 940.0 $ 1.3 $ 605.0 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Conversion Rate Per $1,000 Principal Amount as of December 31, 2022 4.1258 18.6621 13.94 Remaining Contractual Life as of December 31, 2022 4.4 years 2.4 years 2.4 years (1) The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 4. “Fair Value Measurements.” All of the Notes are unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to such Notes; equal in right of payment to the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Holders may convert all or any portion of their Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding the applicable conversion date only under the following circumstances: ● during any quarter (and only during such quarter), if the last reported sale price of the shares of Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price for the applicable Notes on each applicable trading day; ● during the 5 business day period after any 10 consecutive trading day period (or 5 consecutive trading day period in the case of the Livongo Notes) in which the trading price was less than 98% of the product of the last reported sale price of Company’s common stock and the conversion rate for the applicable Notes on each such trading day; ● upon the occurrence of specified corporate events described under the applicable indenture; or ● if the Company calls the applicable Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date. On or after the applicable conversion date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of such Notes, regardless of the foregoing circumstances. The 2027 Notes and the 2025 Notes are convertible into shares of the Company’s common stock at the applicable conversion rate shown in the table above. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 consecutive trading day observation period. The Livongo Notes are convertible at the applicable conversion rate shown in the table above into “units of reference property,” each of which is comprised of 0.592 of a share of the Company’s common stock and $4.24 in cash, without interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, units of reference property, or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and units of reference property, the amount of cash and units of reference property, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 40 consecutive trading day observation period. For each Note series, the Company may redeem for cash all or part of the Notes, at its option, on or after the applicable optional redemption date shown in the table above (and prior to the 41st scheduled trading day immediately preceding the maturity date in the case of the Livongo Notes) if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2027 Note or 2025 Note for redemption on or after the applicable optional redemption date will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the applicable indenture. If the Company undergoes a fundamental change (as defined in the applicable indenture) at any time prior to the maturity date of the Livongo Notes, holders will have the right, at their option, to require the Company to repurchase for cash all or any portion of their Livongo Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Livongo Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Following the adoption of ASU 2020-06 on January 1, 2022 as described in Note 2. “Summary of Significant Accounting Policies,” the Company accounts for each Note series at amortized cost within the liability section of its consolidated balance sheets. The Company has reserved an aggregate of 8.7 million shares of common stock for the Notes. The net carrying values of the Notes consisted of the following (in thousands): As of December 31, As of December 31, 2027 Notes 2022 2021 Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (15,430) (250,846) Net carrying amount 984,570 749,154 2025 Notes Principal 725 730 Less: Debt discount, net (1) (7) (166) Net carrying amount 718 564 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) 0 (74,047) Net carrying amount 550,000 475,953 Total net carrying amount $ 1,535,288 $ 1,225,671 (1) Included in the accompanying consolidated balance sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. See Note 2. “Summary of Significant Accounting Policies.” The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The following table sets forth total interest expense recognized related to the Notes (in thousands): Year Ended December 31, 2027 Notes 2022 2021 2020 Contractual interest expense $ 12,500 $ 12,500 $ 7,743 Amortization of debt discount 3,342 37,070 21,756 Total $ 15,842 $ 49,570 $ 29,499 Effective interest rate 1.6 % 3.4 % 3.4 % Year Ended December 31, 2025 Notes 2022 2021 2020 Contractual interest expense $ 10 $ 1,082 $ 3,900 Amortization of debt discount 3 4,558 12,532 Total $ 13 $ 5,640 $ 16,432 Effective interest rate 1.8 % 4.7 % 7.9 % Year Ended December 31, Livongo Notes 2022 2021 2020 Contractual interest expense $ 4,813 $ 4,813 $ 829 Amortization of debt discount 0 19,310 3,226 Total $ 4,813 $ 24,123 $ 4,055 Effective interest rate 0.9 % 5.2 % 5.2 % Exchanges and Conversions of Convertible Senior Notes Due 2025 Redemption and Conversions of Convertible Senior Notes Due 2022 In March 2021, the Company completed a redemption of all of the then outstanding 2022 Notes in exchange for approximately $0.1 million in cash (including accrued and unpaid interest). Prior to that redemption, certain holders of the 2022 Notes converted their 2022 Notes in exchange for 1.1 million shares of the Company’s common stock during the year ended December 31, 2021. As a result of the redemption and conversions, the Company recorded a charge associated with the loss on extinguishment of debt of $3.4 million during the year ended December 31, 2021.

Advances from Financing Compani

Advances from Financing Companies	12 Months Ended
Advances from Financing Companies	Dec. 31, 2022
Advances from Financing Companies
Advances from Financing Companies	Note 12. Advances from Financing Companies As of December 31, 2022 2023 $ 11,375 2024 6,106 2025 1,976 Total $ 19,457

Leases

Leases	12 Months Ended
Leases	Dec. 31, 2022
Leases.
Leases	Note 13. Leases Operating Leases The Company has operating leases for facilities, hosting co-location facilities, and certain equipment under non-cancelable leases in the U.S. and various international locations. The leases have remaining lease terms of less than one one Year Ended December 31, Lease cost 2022 2021 Operating lease cost $ 18,473 $ 14,087 Short-term lease cost 162 1,087 Total lease cost $ 18,635 $ 15,174 In determining the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the original lease term and not the remaining lease term. Supplemental information related to operating leases was as follows (dollars in thousands): Year Ended December 31, Consolidated Statements of Cash Flows 2022 2021 Cash payment for operating cash flows used for operating leases $ 16,854 $ 14,531 Operating lease liabilities arising from obtaining right-of-use assets $ 3,748 $ 11,598 Other Information Weighted-average remaining lease term 5.55 5.71 Weighted-average discount rate 6.08% 5.88% The Company leases office space under non-cancelable operating leases in the U.S. and various international locations. The future minimum lease payments under non-cancelable operating leases were as follows (in thousands): As of December 31, Operating Leases: 2022 2023 $ 15,746 2024 11,078 2025 8,519 2026 7,607 2027 5,340 2028 and thereafter 12,887 Total future minimum payments 61,177 Less: imputed interest (9,543) Present value of lease liabilities $ 51,634 Accrued expenses and other current liabilities $ 13,592 Operating lease liabilities, net of current portion $ 38,042 two

Restructuring

Restructuring	12 Months Ended
Restructuring	Dec. 31, 2022
Restructuring
Restructuring	Note 14. Restructuring Restructuring Plan Severance Lease Termination Total Accrued Balance, January 1, 2022 $ 0 $ 0 $ 0 Initial costs 1,359 3,815 5,174 Cash payments (563) (568) (1,131) Accrued Balance, December 31, 2022 $ 796 $ 3,247 $ 4,043

Common Stock and Stockholders'

Common Stock and Stockholders' Equity	12 Months Ended
Common Stock and Stockholders' Equity	Dec. 31, 2022
Common Stock and Stockholders'Equity
Common Stock and Stockholders' Equity	Note 15. Common Stock and Stockholders’ Equity Stock Plans The Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (collectively, the “Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. The Company had 13,606,908 shares available for grant at December 31, 2022. In connection with the closing of the Livongo merger, the Company assumed the Livongo Health, Inc. 2019 Equity Incentive Plan, the Livongo Health, Inc. Amended and Restated 2014 Stock Incentive Plan, and the Livongo Health, Inc. Amended and Restated 2008 Stock Incentive Plan (collectively, the “Assumed Plans”). At the effective time of the Livongo merger on October 30, 2020, each outstanding Livongo equity award issued under the Assumed Plans was converted into a corresponding award with respect to the Company’s common stock, with the number of shares underlying such award adjusted based on the “Equity Award Adjustment Ratio” (as defined below) and remained outstanding in accordance with the terms that were applicable to such award prior to the Livongo merger. The exercise price of each outstanding Livongo stock option was also adjusted based on the Equity Award Adjustment Ratio. The “Equity Award Adjustment Ratio” means the quotient determined by dividing (i) the volume weighted average closing price of Livongo common stock on the four four All stock-based awards to employees are measured based on the grant-date fair value, or replacement grant date fair value in relation to the Livongo transaction, and are generally recognized on a straight-line basis in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each RSU). Stock Options Options issued under the Plans are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Stock option activity under the Plans was as follows (in thousands, except share, per share amounts, and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2021 3,426,978 $ 22.88 5.32 $ 242,569 Stock option grants 1,530,665 $ 33.72 N/A Stock options exercised (591,213) $ 9.95 N/A $ (24,005) Stock options forfeited (122,496) $ 51.01 N/A Balance at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Vested or expected to vest at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Exercisable at December 31, 2022 2,733,507 $ 22.61 4.28 $ 19,541 The total grant-date fair value of stock options granted during the years ended December 31, 2022, 2021 and 2020 was $26.8 million, $7.4 million, and $1,298.0 million, respectively. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model are determined as follows: Volatility. The expected volatility was derived from the historical stock volatilities of the Company’s stock volatility over a period equivalent to the expected term of the stock option grants. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share: Year Ended December 31, 2022 2021 2020 Volatility 56.7% - 68.7% 56.1% - 58.1% 46.1% - 56.6% Expected term (in years) 4.1 4.1 4.1 Risk-free interest rate 1.13% - 4.36% 0.31% - 1.02% 0.22%-1.64% Dividend yield 0 0 0 Weighted-average fair value of underlying stock options $ 17.48 $ 67.37 $ 48.74 The Company determined that a Monte Carlo valuation model is most suitable for valuation of options for the replaced and replacement awards from the Livongo merger, for the following reasons: • • For the years ended December 31, 2022, 2021 and 2020, the Company recorded compensation expense related to stock options granted of $20.3 million, $93.0 million, and $134.9 million, respectively. As of December 31, 2022, the Company had $23.7 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 2.6 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. The Company records compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one RSU activity under the Plans was as follows: Weighted-Average Grant Date RSUs Fair Value Per RSU Balance at December 31, 2021 2,133,501 $ 168.43 Granted 6,724,893 $ 47.91 Vested and issued (1,309,504) $ 122.56 Forfeited (1,067,221) $ 102.71 Balance at December 31, 2022 6,481,669 $ 63.63 Vested and unissued at December 31, 2022 23,889 $ 92.12 Non-vested at December 31, 2022 6,457,780 $ 63.52 The total grant-date fair value of RSUs granted during the years ended December 31, 2022, 2021 and 2020 was $322.2 million, $144.2 million and $801.0 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company recorded stock-based compensation expense related to RSUs of $179.4 million, $182.4 million, and $314.1 million, respectively. As of December 31, 2022, the Company had $309.9 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.0 years. Performance Stock Units Stock-based compensation costs associated with the Company’s PSUs are initially determined using the fair market value of the Company's common stock on the date the awards are granted (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement ranging from one to three years . Stock-based compensation costs associated with these PSUs are reassessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally range from 0% to 200% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards . PSU activity under the Plans was as follows: Weighted-Average Grant Date Shares Fair Value Per PSU Balance at December 31, 2021 356,249 $ 140.01 Granted 511,107 $ 70.32 Vested and issued (199,066) $ 109.37 Forfeited (38,618) $ 85.78 Balance at December 31, 2022 629,672 $ 99.07 Vested and unissued at December 31, 2022 0 $ 0.00 Non-vested at December 31, 2022 629,672 $ 99.07 The total grant-date fair value of PSUs granted during the years ended December 31, 2022, 2021 and 2020 was $35.9 million, $70.4 million, and $25.0 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company recorded stock-based compensation expense related to PSUs of $15.1 million, $22.0 million, and $24.0 million, respectively. As of December 31, 2022, the Company had $6.3 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.2 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 ESPP in connection with its initial public offering. Through December 31, 2022, a total of 1,019,726 shares of common stock have been reserved for issuance under this plan as of December 31, 2022. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During 2022 and 2021, the Company issued 271,159 shares and 122,059 shares, respectively, under the ESPP. As of December 31, 2022, 299,472 shares remained available for issuance. For the years ended December 31, 2022, 2021 and 2020, the Company recorded stock-based compensation expense related to the ESPP of $3.0 million, $5.2 million, and $2.8 million, respectively. As of December 31, 2022, the Company had $2.2 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.4 years. Total compensation costs for stock-based awards were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) $ 6,468 $ 8,280 $ 2,700 Advertising and marketing 14,083 18,952 26,995 Sales 43,183 71,475 65,730 Technology and development 64,577 95,561 60,556 General and administrative 89,541 108,318 319,550 Total stock-based compensation expense (1) $ 217,852 $ 302,586 $ 475,531 (1) Excluding the amount capitalized related to internal software development projects. (

Provision for Income Taxes

Provision for Income Taxes	12 Months Ended
Provision for Income Taxes	Dec. 31, 2022
Provision for Income Taxes
Provision for Income Taxes	Note 16. Provision for Income Taxes For financial reporting purposes, loss before income taxes for the years ended December 31, 2022, 2021 and 2020 included the following components (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ (13,303,130) $ (365,762) $ (566,266) International (360,213) (18,894) (9,727) Total $ (13,663,343) $ (384,656) $ (575,993) The provision for income taxes was comprised of the following components (in thousands): Year Ended December 31, 2022 2021 2020 Current federal $ 0 $ 0 $ (1,954) Current state 3,007 567 27 Current foreign 1,021 2,595 1,605 Total current 4,028 3,162 (322) Deferred federal 770 49,008 (60,008) Deferred state (5,643) (6,276) (26,775) Deferred foreign (2,967) (1,757) (3,752) Total deferred (7,840) 40,975 (90,535) Provision for income taxes $ (3,812) $ 44,137 $ (90,857) The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: Year Ended December 31, 2022 2021 2020 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Goodwill impairment (24.7) 0.0 0.0 State and local tax 4.2 7.7 2.3 Acquisition expenses 0.0 2.0 (2.2) Stock compensation (0.3) 6.7 (1.1) Non-deductible expenses 0.0 (0.5) (0.1) Foreign rate differential 0.0 0.2 0.3 Change in valuation allowance (0.1) (46.9) (5.4) Other (0.1) (1.7) 1.0 Effective tax rate 0.0 % (11.5) % 15.8 % As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 658,409 $ 687,679 Accrued expenses and compensation 4,933 5,413 Stock-based compensation 52,854 63,641 Foreign tax credits and alternative minimum tax credits 3,448 4,814 Research and development credits 0 1,320 Depreciation of property and equipment 19 56 Interest expense carryforward 2,677 11,528 Operating lease assets 11,012 13,575 Deferred revenue 7,422 7,946 Capitalized R&D 21,987 0 Other 8,590 7,032 Deferred tax assets 771,351 803,004 Valuation allowance (415,751) (335,810) Net deferred tax assets 355,600 467,194 Deferred tax liabilities: Debt related 0 (73,378) Operating lease liabilities (8,701) (11,842) Depreciation of property and equipment (551) (3,427) Intangible assets (396,408) (452,049) Other (1) (879) (2,275) Deferred tax liabilities (406,539) (542,971) Net deferred tax liabilities $ (50,939) $ (75,777) (1) The Company has updated the presentation of the deferred tax liability item of “Debt related” to combine with “Other,” as it is now an immaterial amount in 2022. As of December 31, 2022, the Company had approximately $2,640.9 million of federal net operating loss (“NOL”) carryforwards, $1,536.3 million of state NOL carryforwards, and $64.9 million of foreign NOL carryforwards. The federal NOL carryforwards created starting in the year ended December 31, 2018 of $2,223.7 million will carry forward indefinitely, while the remaining federal NOL carryforwards of $417.2 million will begin to expire in 2034. A portion of the state and foreign NOL carryforwards will expire in 2023 and continue to expire in future years. As of December 31, 2022, the Company had approximately $3.4 million of foreign tax credits, a portion of which will expire in 2023 and the remaining will expire in future years. As of December 31, 2022 As of December 31, 2022, the Company had a valuation allowance of approximately $415.8 million against a portion of the U.S. and certain foreign deferred tax assets, for which realization cannot be considered more likely than not at this time. The valuation allowance increased by $79.9 million from December 31, 2021, of which, approximately $61.8 million is related to convertible debt following the adoption of ASU 2020-06, which was recorded against additional paid-in capital. The remaining incremental $18.1 million relates to current taxes, primarily from the current year operational loss. The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of the period $ 110,848 $ 21,362 $ 2,912 Unrecognized tax benefits assumed in a business combination 0 59,110 15,850 Additions based on prior year tax positions 12,151 43,399 0 Additions based on current year tax positions 20,799 1,490 4,990 Statute of limitations expirations 0 0 (2,390) Release 0 (14,513) 0 Balance at end of the period $ 143,798 $ 110,848 $ 21,362 The amount of unrecognized tax benefits as of December 31, 2022 that, if recognized, would reduce tax expense was approximately $143.8 million. The Company does not anticipate any of its unrecognized tax benefits to be settled within the next 12 months. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions in the U.S. and other countries, where applicable. The Company is open under the U.S. federal statute from 2018 to the present, although earlier years may be examined to the extent that loss carryforwards are used in open audit periods. The Company is currently under audit in a single foreign tax jurisdiction. There are no tax matters under discussion with taxing authorities that are expected to have a material effect on the Company's consolidated financial statements. The Company further believes that it has made adequate provision for all income tax uncertainties. The Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated, aside from undistributed earnings of $6.1 million for certain of the Company’s foreign subsidiaries that are intended to be indefinitely reinvested in operations outside the U.S. as of December 31, 2022. The amount of any unrecognized deferred tax liability on these undistributed earnings would be immaterial.

Net Loss per Share

Net Loss per Share	12 Months Ended
Net Loss per Share	Dec. 31, 2022
Net Loss per Share
Net Loss per Share	Note 17. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. As of December 31, 2022, the Company had 4.2 million outstanding stock options, 6.5 million outstanding RSUs, 0.6 million outstanding PSUs, and 0.3 million issuable shares of common stock associated with the ESPP. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2022 2021 2020 Net loss $ (13,659,531) $ (428,793) $ (485,136) Weighted-average shares used to compute basic and diluted net loss per share 161,457,123 156,939,349 90,509,229 Net loss per share, basic and diluted $ (84.60) $ (2.73) $ (5.36)

401(k) Plan

401(k) Plan	12 Months Ended
401(k) Plan	Dec. 31, 2022
401(k) Plan
401(k) Plan	Note 18. 401(k) Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Internal Revenue Code Section 401. All U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100% of eligible employee’s elective deferral up to 4% of $0.3 million of eligible earnings. The Company made matching contributions to participants’ accounts totaling $12.1 million, $11.3 million, and $4.9 million during the years ended December 31, 2022, 2021 and 2020, respectively.

Legal Matters

Legal Matters	12 Months Ended
Legal Matters	Dec. 31, 2022
Legal Matters
Legal Matters	Note 19. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising in the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages, or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. As of the date of these financial statements, Teladoc Health’s management does not expect any litigation matter to have a material adverse impact on its business, financial condition, results of operations, or cash flows. On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the U.S. District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (the “TCPA”) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. On May 27, 2022, the Court entered an order preliminarily approving the terms of a tentative settlement reached by the parties and conditionally certified the settlement class. On October 27, 2022, the Court entered an order granting final approval of the settlement. On August 27, 2021, a purported securities class action complaint (City of Hialeah Employees’ Retirement System v. Teladoc Health, Inc., et.al.) was filed in the Circuit Court of Cook County, Illinois against the Company and certain of the Company’s current and former officers and directors. The complaint was brought on behalf of a purported class consisting of all persons who acquired shares of Teladoc Health common stock issued in the Livongo merger. The complaint asserted violations of Sections 11, 12(a)(2) and 15 of the Securities Act based on allegedly false or misleading statements and omissions with respect to the registration statement and prospectus filed in connection with the Livongo merger. The complaint sought certification as a class action, unspecified compensatory damages plus interest and attorneys’ fees, rescission or a rescissory measure of damages and equitable or other relief. On January 18, 2022, the case was voluntarily dismissed without prejudice in the Circuit Court of Cook County, Illinois and on January 26, 2022, was refiled in the Supreme Court of the State of New York. The refiled case includes substantially the same allegations. The Company believes that these claims are without merit, and the Company and its named current and former officers and directors intend to defend the lawsuit vigorously, including through the filing of a motion to dismiss the complaint on April 8, 2022. On June 6, 2022, a purported securities class action complaint (Schneider v. Teladoc Health, Inc., et. al.) was filed in the U.S. District Court for the Southern District of New York against the Company and certain of the Company’s officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period October 28, 2021 through April 27, 2022. The complaint asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder based on allegedly false or misleading statements and omissions with respect to, among other things, the Company’s business, operations, and prospects. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. On August 2, 2022, a duplicative purported securities class action complaint (De Schutter v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Eastern District of New York. The claims and parties in De Schutter were substantially similar to those in Schneider. The De Schutter case was transferred on consent to the Southern District court, and the Schneider and De Schutter actions have now been consolidated under the caption In re Teladoc Health, Inc. Securities Litigation. On August 23, 2022, the court appointed Leadersel Innotech ESG as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995. The lead plaintiff filed an amended complaint on September 30, 2022, on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period February 24, 2021 to July 27, 2022, and filed a second amended complaint on December 6, 2022, on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period February 11, 2021 to July 27, 2022. The Company believes that these claims are without merit, and the Company and its named officers intend to defend the lawsuit vigorously, including through the filing of a motion to dismiss the complaint on January 20, 2023. On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Southern District of New York against the Company as a nominal defendant and certain of the Company’s officers and directors. The complaint asserts violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets in connection with factual assertions similar to those in the purported securities class action complaints described above. The complaint seeks damages to the Company allegedly sustained as a result of the acts and omissions of the named officers and directors and seeks an order directing the Company to reform and improve the Company’s corporate governance. On September 6, 2022, a duplicative verified stockholder derivative complaint (Hendry v. Teladoc Health, Inc., et. al) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Hendry were substantially similar to those in Vaughn. The Vaughn and Hendry actions have now been consolidated under the caption In re Teladoc Stockholder Derivative Litigation, and a consolidated complaint was filed on November 29, 2022. The consolidated complaint also asserts violations of Section 14(a) of the Securities Exchange Act of 1934. The parties subsequently stipulated to transfer the action to the U.S. District Court for the District of Delaware, and on December 22, 2022 the parties agreed, and the Court ordered, to stay all proceedings until final resolution, including exhaustion of appeals, of the motion to dismiss filed in the purported securities class action complaint described above. On July 30, 2020, the Company received a Civil Investigative Demand from the Federal Trade Commission (“FTC”) as part of its non-public investigation to determine whether the Company, through its BetterHelp business, engaged in unfair business practices in violation of the Federal Trade Commission Act (the “FTC Investigation”). The Company subsequently entered into settlement negotiations with the FTC in an effort to resolve all claims and allegations arising out of or relating to the FTC Investigation. During 2022, the Company determined that a loss stemming from the FTC Investigation in the amount of $7.8 million is probable. An accrual of such amount is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and in general and administrative expenses in the Company’s consolidated statements of operations and other comprehensive loss. The matter remains unresolved, and there can be no assurance as to the timing or the terms of any final outcome.

Segments

Segments	12 Months Ended
Segments	Dec. 31, 2022
Segments
Segments	Note 20. Segments ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the CODM and is responsible for reviewing financial information presented on a segment basis for purposes of making operating decisions and assessing financial performance. The CODM measures and evaluates segments based on segment operating revenues together with Adjusted EBITDA. The Company excludes the following items from segment Adjusted EBITDA: provision for income taxes; other expense (income), net; interest expense, net; depreciation and amortization; goodwill impairment; loss on extinguishment of debt; stock-based compensation; restructuring costs; and acquisition, integration and transformation charges. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliation that follows. The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled metrics computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion. Operating revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are based upon allocation methodologies, including the following: revenue, headcount, time and other relevant usage measures, and/or a combination of such. The Company has two reportable segments: Teladoc Health Integrated Care and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual mental health and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis. The CODM does not review any information regarding total assets on a segment basis. The Integrated Care segment accounted for more than 85% of the Company's total capital expenditures for each of the years ended December 31, 2022, 2021, and 2020. Segments do not record intersegment revenues, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for the Company as a whole. The following table presents revenues by segment (in thousands): Year Ended December 31, 2022 2021 2020 Teladoc Health Integrated Care $ 1,373,900 $ 1,300,878 $ 744,309 BetterHelp 1,019,646 721,238 345,105 Other (1) 13,294 10,591 4,548 Total Consolidated Revenue $ 2,406,840 $ 2,032,707 $ 1,093,962 The following table presents Adjusted EBITDA by segment (in thousands): Year Ended December 31, 2022 2021 2020 Teladoc Health Integrated Care $ 135,153 $ 144,021 $ 65,836 BetterHelp 114,116 121,702 65,545 Other (1) (2,756) 2,114 (4,540) Total Consolidated Adjusted EBITDA $ 246,513 $ 267,837 $ 126,841 (1) Other reflects certain revenues and expenses not related to ongoing segment operations. The following table presents a reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes (in thousands): Year Ended December 31, 2022 2021 2020 Teladoc Health Integrated Care $ 135,153 $ 144,021 $ 65,836 BetterHelp 114,116 121,702 65,545 Other (2,756) 2,114 (4,540) Total consolidated Adjusted EBITDA 246,513 267,837 126,841 Adjustments to reconcile to GAAP net loss: Goodwill impairment (13,402,812) 0 0 Loss on extinguishment of debt 0 (43,748) (9,077) Other expense (income), net (859) 5,088 (545) Interest expense, net (9,270) (80,365) (59,950) Depreciation and amortization (256,027) (204,239) (69,495) Stock-based compensation (217,852) (302,586) (475,531) Acquisition, integration, and transformation costs (15,620) (26,643) (88,236) Restructuring costs (7,416) 0 0 Loss before provision for income taxes (13,663,343) (384,656) (575,993) Provision for income taxes 3,812 (44,137) 90,857 Net loss $ (13,659,531) $ (428,793) $ (485,136) Geographic data for long-lived assets (representing property, plant and equipment) were as follows (in thousands): As of December 31, 2022 2021 United States $ 25,935 $ 25,123 Other 3,706 2,111 Total long-lived assets $ 29,641 $ 27,234

Schedule II - Valuation and Qua

Schedule II - Valuation and Qualifying Accounts	12 Months Ended
Schedule II - Valuation and Qualifying Accounts	Dec. 31, 2022
Schedule II - Valuation and Qualifying Accounts
Schedule II - Valuation and Qualifying Accounts	Allowance for Doubtful Accounts Receivable (in thousands): Balance at Balance at Beginning End of Period Provision Write-offs Other of Period Fiscal Year Ended December 31, 2022 $ 12,384 $ 15,398 $ (13,872) $ 890 $ 14,800 Fiscal Year Ended December 31, 2021 $ 6,412 $ 16,941 $ (11,526) $ 557 $ 12,384 Fiscal Year Ended December 31, 2020 $ 3,787 $ 5,284 $ (2,787) $ 128 $ 6,412 Income Taxes Valuation Allowance (in thousands): Balance at Balance at Beginning End of Period Provision Write-offs Other of Period Fiscal Year Ended December 31, 2022 $ 335,809 $ 18,966 $ 0 $ 60,974 $ 415,749 Fiscal Year Ended December 31, 2021 $ 107,984 $ 179,364 $ 0 $ 48,461 $ 335,809 Fiscal Year Ended December 31, 2020 $ 121,186 $ 2,146 $ 0 $ (15,348) $ 107,984

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc Health, as well as three professional associations and twelve professional corporations (collectively, the “THMG Association”). Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”) is party to a Services Agreement by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the THMG Association, which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. Total revenue and net income (loss) for the VIE were $244.5 million and ($1.0) million, $230.2 million and ($1.6) million and $203.9 million and $2.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The VIE’s total assets, all of which were current, were $106.7 million and $58.5 million at December 31, 2022 and 2021, respectively. The VIE’s total liabilities, all of which were current, were $143.8 million and $94.6 million at December 31, 2022 and 2021, respectively. The VIE’s total stockholders’ deficit was $37.1 million and $36.1 million at December 31, 2022 and 2021, respectively. All intercompany transactions and balances have been eliminated.
Business Combinations	Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Consolidated Statement of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Consolidated Financial Statements. Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the value of goodwill, the capitalization and amortization of software development costs, deferred device and contract costs, allowances for sales and for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies, litigation and related legal accruals, and the accounting for stock-based compensation awards.
Segment Information	Segment Information Prior to October 1, 2022, the Company operated as a single segment reflecting its integrated virtual care system for delivering, enabling, and empowering whole person health. Effective October 1, 2022, the Company adopted a new organizational and reporting structure based on two reportable segments, which are the same as its reporting units: Teladoc Health Integrated Care (“Integrated Care”) and BetterHelp. This new structure reflects how management now allocates resources and assesses performance. See Note 20. “Segments” for further information.
Fair Value Measurements	Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, short-term investments, accounts receivable, accounts payable, accrued liabilities and accrued compensation, approximates fair value due to their short-term nature. The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Revenue Recognition	Revenue Recognition The Company follows the revenue accounting requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Accounting Standards Codification (“ASC”) 606”). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to the Company’s customers, which primarily consist of employers, health plans, hospitals and health systems, insurance, and financial services companies (collectively “Clients”) as well as individual members, in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: • • • • • Integrated Care Segment As it relates to the Company’s Integrated Care segment, the Company primarily generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s Client contracts include a per-member-per-month (“PMPM”) access fee as well as certain contracts that also include additional revenue on a per-virtual healthcare visit basis for general medical, or other specialty visits or expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per healthcare visit basis for general medical and other specialty visits. Revenues are also generated from contracts with Clients in hospital and health systems for the Company’s chronic care management solutions. Substantially all of this revenue is derived from monthly access fees that are recognized as services are rendered and earned under subscription agreements with Clients that are based on a per-participant-per-month model, using the number of active enrolled members each month for the minimum enrollment period. These solutions integrate devices, supplies, access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and is considered a single continuous service comprised of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). These services are consumed as they are received, and the Company recognizes revenue each month using the variable consideration allocation exception since the nature of the obligations and the variability of the payment being based on the number of active members are aligned. Revenue is also generated from contracts with Clients for the sale and rental of equipment consisting of virtual healthcare devices which allow physicians to access the Company’s hosted virtual healthcare platform. These contracts also include multiple performance obligations, and the Company determines the standalone selling prices based on overall pricing objectives. In some arrangements, the Company’s devices are rented to certain qualified Clients that qualify as either sales-type lease or operating lease arrangements and are subject to lease accounting guidance. The Company records access fees from Clients accessing its professional provider network or hosted virtual healthcare platform or chronic care management platforms, visit fee revenue for general medical, expert medical service and other specialty visits as well as other revenue primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Visit and other revenues are reported as “Other” revenue in the Company’s consolidated financial statements. The Company’s Client agreements generally have a term of one three For contracts where revenue is generated on a per healthcare visit basis, revenues are recognized when the visits are completed as the Company has delivered on its stand ready obligation to provide access. For other revenue, which primarily includes virtual healthcare devices, the Company’s performance obligation is satisfied when the equipment is provided to the Client and revenue is recognized at a point in time upon shipment. The Company generally bills for the virtual healthcare services on a monthly basis, in advance or in arrears depending on the service, with payment terms generally being 30 days . There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that Client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and for certain contracts include a variable transaction price as the number of members may vary from period to period. Based on historical experience, the Company estimates this amount. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. Additionally, certain of the Company’s contracts include Client performance guarantees and pricing adjustments that are based upon minimum member utilization and guarantees by the Company for specific service level performance, member satisfaction scores, cost savings guarantees, and health outcome guarantees. Performance guarantees are estimated at each reporting period based on the Company’s historical performance of the underlying criteria or the customer’s specific performance as of that reporting date. Any estimated adjustments to the contract price for achieving or not achieving the performance guarantee are recognized as an adjustment to revenue in the period. For the years ended December 31, 2022, 2021, and 2020, revenue recognized from performance obligations related to prior periods for the changes in transaction price or Client performance guarantees was $4.4 million, $5.6 million, and $1.9 million, respectively. The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since the majority of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations. For additional revenue, deferred revenue, deferred costs, and disclosures, refer to Note 3. “Revenue, Deferred Revenue, and Deferred Costs and Other.” BetterHelp Segment As it relates to the BetterHelp segment, users can purchase mental health services for an access fee, generally on a monthly basis. For other wellness services, users can purchase access to their consumer application for a subscription fee, generally for a period of one year. BetterHelp also provides mental health services to employers as part of employee assistance programs, with revenues recorded based on completion of visit. The BetterHelp service provides for member refunds. Based on historical experience, the Company estimates the expected amount of refunds to be issued which are recorded as a reduction of revenue. The Company issued refunds of approximately $79.2 million, $67.0 million, and $33.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Deferred Revenue	Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for a device is amortized ratably over the expected member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue.
Deferred Costs and Other	Deferred Costs and Other Deferred costs and other consist of deferred device costs and deferred contract costs. Deferred device costs consist of cost of inventory incurred in connection with delivery of services that are deferred and amortized over the shorter of the expected member enrollment period or the expected device life and recorded as cost of revenue. Deferred contract costs represent the incremental costs of obtaining a contract with a Client if the Company expects to recover such costs. The primary example of the Company’s costs to obtain a contract include incremental sales commissions to obtain contracts paid to its sales organization. A portion of these incremental costs to obtain Client contracts are deferred and then amortized on a straight-line basis over the period of benefit, which has been determined to be four years. The amounts subject to the services period are amortized in sales expense in the consolidated statement of operations. Deferred costs and other that are to be amortized within twelve months are recorded to deferred costs and other, current and the remainder is recorded to deferred costs and other, noncurrent on the Company’s consolidated balance sheets.
Cost of Revenue (exclusive of depreciation and amortization, which is shown separately)	Cost of Revenue (exclusive of depreciation and amortization, which is shown separately) Cost of revenue (exclusive of depreciation and amortization, which is shown separately) primarily consists of fees paid to the physicians and other health professionals; product costs; costs incurred in connection with the Company’s provider network operations and data center activities, which include employee-related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) costs related to Client support; provider network operations center activities; medical records; magnetic resonance imaging; medical lab tests; translation; postage and medical malpractice insurance, and deferred device costs.
Technology and Development	Technology and Development Technology and development expenses include the costs of operating the Company’s on-demand technology infrastructure that are not directly related to changes in revenue or volume of visits, including certain licensed applications, information technology infrastructure, security, and compliance. The technology and development line item also contains amounts charged to expense for research and development, which include costs of new product development, costs to add new features or improve reliability or scalability of existing applications, and other software development and engineering costs to the extent that they are not capitalized. The research and development expenses may enable future revenue growth but are not directly related to current revenues. Technology and development expenses include personnel and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) for software engineering, information technology infrastructure, security and compliance, product development, and support for the Company’s efforts to add new features and ensure the reliability and scalability of its existing solutions. Technology and development expenses also include outsourced software engineering services, the costs of operating the Company’s on-demand technology infrastructure (whereas costs directly associated with changes in revenue are presented separately in cost of revenues), certain licensed applications, and stock-based compensation for its technology and development employees. The Company’s technology and development expenses exclude certain allocations of occupancy expense, capitalized software development costs, and depreciation and amortization.
Research and Development Costs	Research and Development Costs For the years ended December 31, 2022, 2021 and 2020, research and development of $106.9 million, $99.5 million, and $110.8 million, respectively, was recognized in the Company’s consolidated statements of operations in technology and development.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase of $918.2 million at December 31, 2022. The Company’s cash and cash equivalents primarily consist of investments in money market funds. Cash and cash equivalents are stated at fair value.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts reflects the Company’s best estimate of expected losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information, and other currently available evidence. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified.
Inventories	Inventories Inventories consist of purchased components for assembling welcome kits, refill kits, and replacement components for the Company’s chronic care management solutions, and virtual health devices manufactured for sale or lease as part of the Company’s hosted virtual healthcare platform solution. Inventories are stated at the lower of cost and net realizable value. The cost of inventories is determined on a first-in, first-out (“FIFO”) basis or on a weighted average cost basis which approximates the FIFO basis. Inventory costs include direct materials, direct labor and contracting costs, certain indirect labor and manufacturing overhead, and inbound shipping charges. Inventories are assessed on a periodic basis for potentially obsolete and slow-moving inventory with write-downs being recorded when identified. Write-downs are measured as the difference between cost of the inventory and net realizable value based upon assumptions about future demand and obsolescence, and charged to cost of revenue (exclusive of depreciation and amortization shown separately) in the accompanying consolidated statement of operations. At the point of the loss recognition, a new lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Rental equipment 4.3 years
Operating Leases	Operating Leases The Company adopted the new leases standard set forth under ASC Topic 842, “Leases,” or ASC Topic 842, as of January 1, 2019,
Leases of Hosted Virtual Healthcare Platform	Leases of Hosted Virtual Healthcare Platform The Company rents its hosted virtual healthcare platform for certain Clients under arrangements that qualify primarily as operating lease arrangements. The contracts include equipment consisting of virtual health devices which allow physicians access to the platform and there are multiple performance obligations where the Company determines the standalone selling prices based on overall selling prices and pricing objectives. In determining whether a transaction should be classified as a sales-type or operating lease, the Company considers whether: (1) ownership of the virtual healthcare device transfers to the lessee by the end of the term of the lease, (2) the lease grants the lessee an option to purchase the virtual healthcare device that the lessee is reasonably certain to exercise, (3) the lease term is for the major part of the remaining useful life of the virtual healthcare device, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the virtual healthcare device, and (5) it is expected that there will be no alternative use for the virtual healthcare device at the end of the lease term. The Company generally recognizes revenue for virtual healthcare devices in sales-type leases at a point in time upon shipment by the Client provided all other revenue recognition criteria have been met and these leases are not material. For operating lease arrangements, revenue for the virtual healthcare device is recognized over the lease term and generally on a straight-line basis. For both sales-type and operating lease arrangement, revenue associated with virtual healthcare platform access is recognized over the lease term on a straight-line basis.
Rental Equipment	Rental Equipment Equipment is assigned to the rental pool upon the execution of a sales leasing arrangement. Rental equipment assets are generally stated at cost, less accumulated depreciation and reflected in property and equipment, net. Depreciation of rental equipment is provided on a straight-line basis, over the estimated useful lives of the respective assets, which is generally 4.3 years and is charged to cost of revenues. Maintenance and repairs are charged to expense as incurred while improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.
Capitalized Software Development Costs	Capitalized Software Development Costs Capitalized software development costs are included in intangible assets and are amortized on a straight-line basis over three
Goodwill	Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on October 1 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. As of December 31, 2022, the Company operates as two reporting units under the guidance in ASC 350, “Intangibles- Goodwill and Other,” the Teladoc Health Integrated Care reporting unit and the BetterHelp reporting unit. When testing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of its total company reporting unit is less than its carrying amount. If the Company elects to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, the Company performs a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if the Company’s reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge based on that difference. To determine reporting unit fair value as part of the quantitative test, the Company uses a weighting of fair values derived from the income approach and the market approach. Under the income approach, the Company projects its future cash flows and discount these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and its long-term business strategy. As such, key estimates and factors used in this method include, but are not limited to, revenue, margin and operating expense growth rates; as well as a discount rate and a terminal growth rate. Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare the Company’s reporting unit to similar publicly traded companies. In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value.
Other Intangible Assets	Other Intangible Assets Other intangible assets include client relationships, acquired technology, and trademarks resulting from business acquisitions as well as capitalized software development costs. The Company amortizes these definite-lived intangible assets over their estimated useful lives and review the estimated useful lives on a quarterly basis to determine if the period of economic benefit has changed. Customer relationships are amortized over a period of two to 20 years in relation to expected future cash flows. Technology is amortized over four three Through December 31, 2021, trademarks were amortized over three Definite-lived intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value.
Convertible Senior Notes	Convertible Senior Notes Following the adoption on January 1, 2022 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” the Convertible Senior Notes (the “Notes”) and the Livongo Notes that the Company agreed to guarantee (the “Livongo Notes”) are fully accounted for and carried as liabilities, net of debt discounts on the Company’s Balance Sheets. Refer to Recently Issued Accounting Pronouncements.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation for stock options and restricted stock units (“RSUs”) granted is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model, except as noted. Stock-based compensation for performance stock units (“PSUs”) granted is measured based on the grant-date fair value of the awards and recognized on an accelerated tranche by tranche basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally range from 0% to 200% of the initial grant. For stock-based compensation assumed in the Livongo merger, the Monte Carlo valuation model was the most suitable for valuation of options for the replaced and replacement awards from the merger. The Company recognizes forfeitures of share-based awards as they occur. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase.
Advances From Financing Companies	Advances from Financing Companies The Company utilizes a third-party financing company to provide certain Clients with a rental option. Under these arrangements, the Company receives payment upfront from the financing companies and the financing companies collect the Client rental payments over the life of the rental agreement on a nonrecourse basis. The principal portion of these upfront payments are reported as advances from financing companies in the accompanying consolidated balance sheet. The Company indemnifies the financing companies for any loss or expenses resulting from its failure to provide the ongoing necessary system services and support to the Client.
Provision for Income Taxes	Provision for Income Taxes The Company’s provision for income taxes, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management's best assessment of estimated current and future taxes to be paid. The objectives for accounting for income taxes, as prescribed by the relevant accounting guidance, are to recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in the financial statements. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The assumptions about future tax consequences require significant judgment and variations in the actual outcome of these consequences could materially impact the Company’s results of operations. The Company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Determination of valuation allowances recorded against deferred tax assets requires significant judgment and use of assumptions, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing valuation allowances, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of tax expense.
Comprehensive Loss	Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on short-term investments and currency translation gains or losses. Unrealized gains or losses on short-term investments are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
Third-party Advertising and Marketing Expenses	Third-party Advertising and Marketing Expenses Third-party advertising and marketing expenses are expensed as incurred and predominately relate to the BetterHelp segment, and to a lesser extent, communications and campaigns to the Integrated Care segment’s Clients and members. For the years ended December 31, 2022, 2021, and 2020, advertising expenses were $503.9 million, $297.0 million, and $165.0 million, respectively.
Concentrations of Risk	Concentrations of Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although the Company deposits its cash with multiple financial institutions in the U.S. and in foreign countries, its deposits, at times, may exceed federally insured limits. The Company’s short-term investments are comprised of a portfolio of diverse high credit rating instruments with maturity durations of one year or less. No Client represented over 10% of revenues for the years ended December 31, 2022, 2021, or 2020. No Client represented over 10% of accounts receivable at December 31, 2022 or 2021. Revenue from Clients located in the U.S. for the years ended December 31, 2022, 2021, and 2020 was $2,101.0 million, $1,774.0 million and $913.7 million, respectively. Revenue from Clients located outside the U.S. for the years ended December 31, 2022, 2021 and 2020 was $305.8 million, $258.7 million, and $180.2 million, respectively.
Seasonality	Seasonality The Company’s business has historically been subject to seasonality. In the Company’s Integrated Care segment, as a result of many Clients’ introduction of new services at the start of each year, a concentration of the Company’s new Client contracts has an effective date of January 1. Therefore, while membership increases, utilization and enrollment rates are dampened until service delivery ramps up over the course of the year. As a result of seasonal cold and flu trends, the Company historically has experienced its highest level of visit and other fees revenue during the first and fourth quarters of each year. Due to the higher cost of customer acquisition during the end of year holiday season, the Company’s BetterHelp segment has historically reduced marketing activity during the fourth quarter. As a result of this dynamic the Company has typically experienced fewer new member additions and the strongest operating income performance in the fourth quarter. Conversely, as marketing activity typically resumes at the start of the year the Company typically experiences the weakest operating income performance during the first quarter as new customer acquisition and revenue growth lags marketing spend. During the COVID-19 pandemic in 2021 and 2020, the Company did not experience the typical seasonality associated with cold and flu outbreaks, nor did the Company experience the typical seasonality associated with the BetterHelp business.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Adopted and Issued Accounting Standards	Recently Adopted Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The Company adopted ASU 2020-06 as of January 1, 2022, under the modified retrospective transition method, and, accordingly, its prior period financial statements were not restated. Upon adoption of ASU 2020-06, the conversion feature of the Company’s convertible senior notes is no longer reported as a component of equity. Instead, the previously-separated equity component is now combined with the liability component, thereby eliminating the amortization of the debt discount arising from the conversion option separation model. As such, the Company recognized a reduction of approximately $58 million in non-cash interest recorded on its convertible senior notes for the year ended December 31, 2022, as compared to the year ended December 31, 2021. To reflect the adoption of ASU 2020-06, the Company recorded an increase to convertible senior notes of $306.3 million and decreases to additional paid-in capital, accumulated deficit and net deferred tax liabilities of $363.7 million, $72.7 million and $15.3 million, respectively, as of January 1, 2022. Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820)—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” to clarify that an equity security subject to a contractual sale restriction does not take that restriction into consideration when measuring its fair value and to require specific disclosures related to such an equity security. ASU 2022-03 is effective for annual reporting periods, including interim periods, beginning after December 15, 2023, with early adoption permitted. The provisions of ASU 2022-03 are to be applied prospectively with any adjustments made to earnings on the date of adoption. The adoption of ASU 2022-03 is not expected to have a material impact on the Company’s financial statements. In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50) – Disclosure of Supplier Finance Program Obligations,” to provide guidance on disclosure requirements for supplier finance programs and improve information transparency by requiring the disclosure of key terms of the program, amounts outstanding that remain unpaid, a description of where those amounts are presented in the balance sheet, and a roll forward of any outstanding obligations. ASU 2022-04 is effective for annual reporting periods, including interim periods therein, beginning after December 15, 2022, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating what the impact of adopting ASU 2022-04 may have on its financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2022
Summary of Significant Accounting Policies
Summary of useful life of property and equipment	Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Rental equipment 4.3 years

Revenue, Deferred Revenue, an_2

Revenue, Deferred Revenue, and Deferred Costs and Other (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue, Deferred Revenue, and Deferred Costs and Other
Schedule of disaggregation of revenue	The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2022 2021 2020 Revenue by Type Access fees $ 2,103,814 $ 1,740,170 $ 847,255 Other 303,026 292,537 246,707 Total Revenue $ 2,406,840 $ 2,032,707 $ 1,093,962 Revenue by Geography U.S. Revenue $ 2,101,015 $ 1,774,024 $ 913,720 International Revenue 305,825 258,683 180,242 Total Revenue $ 2,406,840 $ 2,032,707 $ 1,093,962
Schedule of deferred device and contract costs	Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands): As of December 31, As of December 31, 2022 2021 Deferred device and contract costs, current $ 29,956 $ 22,304 Deferred device and contract costs, noncurrent 8,404 6,249 Total deferred device and contract costs $ 38,360 $ 28,553 Deferred device and contract costs were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2021 $ 28,553 Additions 51,201 Cost of revenue recognized (41,394) Ending balance as of December 31, 2022 $ 38,360

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2022
Fair Value Measurements
Schedule assets and liabilities measured at fair value on a recurring basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): December 31, 2022 Level 1 Level 2 Total Cash and cash equivalents $ 918,182 $ 0 $ 918,182 December 31, 2021 Level 1 Level 2 Total Cash and cash equivalents $ 893,480 $ 0 $ 893,480 Short-term investments $ 0 $ 2,537 $ 2,537

Inventories (Tables)

Inventories (Tables)	12 Months Ended
Inventories (Tables)	Dec. 31, 2022
Inventories
Schedule of inventories	Inventories consisted of the following (in thousands): As of December 31, As of December 31, 2022 2021 Raw materials and purchased parts $ 30,126 $ 28,540 Work in process 433 597 Finished goods 31,977 49,146 Inventory reserve (6,194) (5,204) Total inventories $ 56,342 $ 73,079

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	12 Months Ended
Prepaid Expenses and Other Current Assets (Tables)	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Schedule Of Prepaid Expenses and Other Current Assets	As of December 31, As of December 31, 2022 2021 Prepaid expenses $ 63,159 $ 38,255 Deferred device and contract costs, current 29,956 22,304 Other receivables 25,091 21,168 Other current assets 12,104 5,660 Total prepaid expenses and other current assets $ 130,310 $ 87,387

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
Goodwill (Tables)	Dec. 31, 2022
Goodwill
Summary of goodwill	Goodwill consisted of the following (in thousands): Teladoc Health Integrated Care BetterHelp Total Balance as of December 31, 2020 $ 0 $ 0 $ 14,581,255 Additions associated with acquisitions 0 0 64,269 Purchase consideration adjustments net of deferred tax impacts 0 0 (55,801) Deferred tax adjustments 0 0 (66,505) Currency translation adjustment 0 0 (19,044) Balance as of December 31, 2021 0 0 14,504,174 Impairment 0 0 (12,270,000) Currency translation adjustment 0 0 (28,172) Reassignment to reporting units at October 1, 2022 1,132,812 1,073,190 2,206,002 Impairment (1,132,812) 0 (1,132,812) Currency translation adjustment 0 0 0 Balance as of December 31, 2022 $ 0 $ 1,073,190 $ 1,073,190
Schedule of significant inputs used in goodwill impairment analysis on each testing date	Testing Dates Reporting Unit Discount Rate Peer Group Revenue Multiples (Current Year/Subsequent Year) Excess of Reporting Unit Fair Value over Carrying Value March 31, 2022 Consolidated 12.0% 3.5x/3.0x None June 30, 2022 Consolidated 16.0% 2.0x/1.8x None October 1, 2022 Consolidated, Pre-reassignment 12.5% 1.65x/1.5x None, Pre-reassignment October 1, 2022 Teladoc Health Integrated Care 12.0% 1.2x/1.0x No remaining goodwill October 1, 2022 BetterHelp 13.5% 1.6x/1.3x Significant amount

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
Property and Equipment, Net (Tables)	Dec. 31, 2022
Property and Equipment, Net
Summary of property and equipment, net	Property and equipment, net, consisted of the following (in thousands): As of December 31, 2022 2021 Computer equipment $ 29,322 $ 28,330 Furniture and equipment 14,861 7,104 Leasehold improvement 13,298 12,983 Rental Equipment 12,679 11,018 Construction in progress 7,193 1,929 Total 77,353 61,364 Accumulated depreciation (47,712) (34,130) Property and equipment, net $ 29,641 $ 27,234

Intangible Assets, Net and Ce_2

Intangible Assets, Net and Certain Cloud Computing Costs (Tables)	12 Months Ended
	Dec. 31, 2022
Intangible Assets, Net and Certain Cloud Computing Costs
Schedule of finite lived intangible assets	Intangible assets, net consisted of the following (in thousands): Weighted Average Remaining Useful Accumulated Net Carrying Useful Life Life Gross Value Amortization Value (Years) December 31, 2022 Client relationships 2 to 20 years $ 1,458,384 $ (291,993) $ 1,166,391 13.5 Trademarks 2 to 15 years 325,171 (98,303) 226,868 7.0 Software 3 to 5 years 294,629 (78,373) 216,256 2.7 Technology 4 to 7 years 343,067 (115,817) 227,250 4.7 Intangible assets, net $ 2,421,251 $ (584,486) $ 1,836,765 10.4 December 31, 2021 Client relationships 2 to 20 years $ 1,465,926 $ (199,866) $ 1,266,060 14.5 Trademarks 3 to 15 years 326,392 (45,555) 280,837 9.5 Software 3 to 5 years 126,188 (40,767) 85,421 2.7 Technology 5 to 7 years 343,262 (65,302) 277,960 5.6 Intangible assets, net $ 2,261,768 $ (351,490) $ 1,910,278 12.0
Schedule of amortization to be charged to expense over the remaining life of the intangible assets	Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2022 was as follows (in thousands): Years Ending December 31, 2023 $ 287,347 2024 254,686 2025 233,656 2026 173,698 2027 and thereafter 887,378 $ 1,836,765

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	12 Months Ended
Accrued Expenses and Other Current Liabilities (Tables)	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, As of December 31, 2022 2021 Professional fees $ 10,152 $ 7,124 Consulting fees/provider fees 16,407 19,010 Client performance guarantees 4,145 3,034 Interest payable 1,480 1,480 Income tax payable 3,817 3,098 Insurance 5,981 3,884 Marketing 35,055 2,958 Operating lease liabilities – current 13,592 12,687 Franchise and sales taxes 10,183 9,965 Device replacement cost 349 6,263 Accrued rebates 14,542 4,619 Staff augmentation 3,391 1,858 Other 49,599 26,953 Total $ 168,693 $ 102,933

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	12 Months Ended
Convertible Senior Notes (Tables)	Dec. 31, 2022
Convertible Senior Notes
Summary of the Notes	The following table presents certain terms of the Notes that were outstanding as of December 31, 2022: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of December 31, 2022 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 $ 0.3 $ 480.6 Fair Value as of December 31, 2021 (in millions) (1) $ 940.0 $ 1.3 $ 605.0 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Conversion Rate Per $1,000 Principal Amount as of December 31, 2022 4.1258 18.6621 13.94 Remaining Contractual Life as of December 31, 2022 4.4 years 2.4 years 2.4 years (1) The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 4. “Fair Value Measurements.”
Schedule of liability components of the Notes	The net carrying values of the Notes consisted of the following (in thousands): As of December 31, As of December 31, 2027 Notes 2022 2021 Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (15,430) (250,846) Net carrying amount 984,570 749,154 2025 Notes Principal 725 730 Less: Debt discount, net (1) (7) (166) Net carrying amount 718 564 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) 0 (74,047) Net carrying amount 550,000 475,953 Total net carrying amount $ 1,535,288 $ 1,225,671 (1) Included in the accompanying consolidated balance sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. See Note 2. “Summary of Significant Accounting Policies.”
Schedule of total interest expense recognized related to the Notes	The following table sets forth total interest expense recognized related to the Notes (in thousands): Year Ended December 31, 2027 Notes 2022 2021 2020 Contractual interest expense $ 12,500 $ 12,500 $ 7,743 Amortization of debt discount 3,342 37,070 21,756 Total $ 15,842 $ 49,570 $ 29,499 Effective interest rate 1.6 % 3.4 % 3.4 % Year Ended December 31, 2025 Notes 2022 2021 2020 Contractual interest expense $ 10 $ 1,082 $ 3,900 Amortization of debt discount 3 4,558 12,532 Total $ 13 $ 5,640 $ 16,432 Effective interest rate 1.8 % 4.7 % 7.9 % Year Ended December 31, Livongo Notes 2022 2021 2020 Contractual interest expense $ 4,813 $ 4,813 $ 829 Amortization of debt discount 0 19,310 3,226 Total $ 4,813 $ 24,123 $ 4,055 Effective interest rate 0.9 % 5.2 % 5.2 %

Advances from Financing Compa_2

Advances from Financing Companies (Tables)	12 Months Ended
Advances from Financing Companies (Tables)	Dec. 31, 2022
Advances from Financing Companies
Schedule of client lease payments to third party financing companies	As of December 31, 2022 2023 $ 11,375 2024 6,106 2025 1,976 Total $ 19,457

Leases (Tables)

Leases (Tables)	12 Months Ended
Leases (Tables)	Dec. 31, 2022
Leases.
Schedule of components of operating lease expense	The components of operating lease expense reflected in the consolidated statements of operations were as follows (in thousands): Year Ended December 31, Lease cost 2022 2021 Operating lease cost $ 18,473 $ 14,087 Short-term lease cost 162 1,087 Total lease cost $ 18,635 $ 15,174
Schedule of supplemental information	Supplemental information related to operating leases was as follows (dollars in thousands): Year Ended December 31, Consolidated Statements of Cash Flows 2022 2021 Cash payment for operating cash flows used for operating leases $ 16,854 $ 14,531 Operating lease liabilities arising from obtaining right-of-use assets $ 3,748 $ 11,598 Other Information Weighted-average remaining lease term 5.55 5.71 Weighted-average discount rate 6.08% 5.88%
Schedule of future minimum lease payments	The future minimum lease payments under non-cancelable operating leases were as follows (in thousands): As of December 31, Operating Leases: 2022 2023 $ 15,746 2024 11,078 2025 8,519 2026 7,607 2027 5,340 2028 and thereafter 12,887 Total future minimum payments 61,177 Less: imputed interest (9,543) Present value of lease liabilities $ 51,634 Accrued expenses and other current liabilities $ 13,592 Operating lease liabilities, net of current portion $ 38,042

Restructuring (Tables)

Restructuring (Tables)	12 Months Ended
Restructuring (Tables)	Dec. 31, 2022
Restructuring
Summary of the accrual and charges incurred with respect to restructuring	Restructuring Plan Severance Lease Termination Total Accrued Balance, January 1, 2022 $ 0 $ 0 $ 0 Initial costs 1,359 3,815 5,174 Cash payments (563) (568) (1,131) Accrued Balance, December 31, 2022 $ 796 $ 3,247 $ 4,043

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Tables)	12 Months Ended
Common Stock and Stockholders' Equity (Tables)	Dec. 31, 2022
Common Stock and Stockholders'Equity
Summary of stock option activity under the Plan	Stock option activity under the Plans was as follows (in thousands, except share, per share amounts, and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2021 3,426,978 $ 22.88 5.32 $ 242,569 Stock option grants 1,530,665 $ 33.72 N/A Stock options exercised (591,213) $ 9.95 N/A $ (24,005) Stock options forfeited (122,496) $ 51.01 N/A Balance at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Vested or expected to vest at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Exercisable at December 31, 2022 2,733,507 $ 22.61 4.28 $ 19,541
Assumptions used for estimate of fair value of options	Year Ended December 31, 2022 2021 2020 Volatility 56.7% - 68.7% 56.1% - 58.1% 46.1% - 56.6% Expected term (in years) 4.1 4.1 4.1 Risk-free interest rate 1.13% - 4.36% 0.31% - 1.02% 0.22%-1.64% Dividend yield 0 0 0 Weighted-average fair value of underlying stock options $ 17.48 $ 67.37 $ 48.74
Schedule of activity under the RSUs	RSU activity under the Plans was as follows: Weighted-Average Grant Date RSUs Fair Value Per RSU Balance at December 31, 2021 2,133,501 $ 168.43 Granted 6,724,893 $ 47.91 Vested and issued (1,309,504) $ 122.56 Forfeited (1,067,221) $ 102.71 Balance at December 31, 2022 6,481,669 $ 63.63 Vested and unissued at December 31, 2022 23,889 $ 92.12 Non-vested at December 31, 2022 6,457,780 $ 63.52
Schedule of activity under the PSUs	Weighted-Average Grant Date Shares Fair Value Per PSU Balance at December 31, 2021 356,249 $ 140.01 Granted 511,107 $ 70.32 Vested and issued (199,066) $ 109.37 Forfeited (38,618) $ 85.78 Balance at December 31, 2022 629,672 $ 99.07 Vested and unissued at December 31, 2022 0 $ 0.00 Non-vested at December 31, 2022 629,672 $ 99.07
Components of operating expense charged for compensation cost expense	Total compensation costs for stock-based awards were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) $ 6,468 $ 8,280 $ 2,700 Advertising and marketing 14,083 18,952 26,995 Sales 43,183 71,475 65,730 Technology and development 64,577 95,561 60,556 General and administrative 89,541 108,318 319,550 Total stock-based compensation expense (1) $ 217,852 $ 302,586 $ 475,531

Provision for Income Taxes (Tab

Provision for Income Taxes (Tables)	12 Months Ended
Provision for Income Taxes (Tables)	Dec. 31, 2022
Provision for Income Taxes
Schedule of components of income (loss) from continuing operations before income taxes	For financial reporting purposes, loss before income taxes for the years ended December 31, 2022, 2021 and 2020 included the following components (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ (13,303,130) $ (365,762) $ (566,266) International (360,213) (18,894) (9,727) Total $ (13,663,343) $ (384,656) $ (575,993)
Schedule of components of provision (benefit) for income taxes	The provision for income taxes was comprised of the following components (in thousands): Year Ended December 31, 2022 2021 2020 Current federal $ 0 $ 0 $ (1,954) Current state 3,007 567 27 Current foreign 1,021 2,595 1,605 Total current 4,028 3,162 (322) Deferred federal 770 49,008 (60,008) Deferred state (5,643) (6,276) (26,775) Deferred foreign (2,967) (1,757) (3,752) Total deferred (7,840) 40,975 (90,535) Provision for income taxes $ (3,812) $ 44,137 $ (90,857)
Schedule of reconciliation of the statutory federal income tax rate to the effective income tax rate	The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: Year Ended December 31, 2022 2021 2020 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Goodwill impairment (24.7) 0.0 0.0 State and local tax 4.2 7.7 2.3 Acquisition expenses 0.0 2.0 (2.2) Stock compensation (0.3) 6.7 (1.1) Non-deductible expenses 0.0 (0.5) (0.1) Foreign rate differential 0.0 0.2 0.3 Change in valuation allowance (0.1) (46.9) (5.4) Other (0.1) (1.7) 1.0 Effective tax rate 0.0 % (11.5) % 15.8 %
Schedule of components of deferred tax assets and liabilities	As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 658,409 $ 687,679 Accrued expenses and compensation 4,933 5,413 Stock-based compensation 52,854 63,641 Foreign tax credits and alternative minimum tax credits 3,448 4,814 Research and development credits 0 1,320 Depreciation of property and equipment 19 56 Interest expense carryforward 2,677 11,528 Operating lease assets 11,012 13,575 Deferred revenue 7,422 7,946 Capitalized R&D 21,987 0 Other 8,590 7,032 Deferred tax assets 771,351 803,004 Valuation allowance (415,751) (335,810) Net deferred tax assets 355,600 467,194 Deferred tax liabilities: Debt related 0 (73,378) Operating lease liabilities (8,701) (11,842) Depreciation of property and equipment (551) (3,427) Intangible assets (396,408) (452,049) Other (1) (879) (2,275) Deferred tax liabilities (406,539) (542,971) Net deferred tax liabilities $ (50,939) $ (75,777) (1) The Company has updated the presentation of the deferred tax liability item of “Debt related” to combine with “Other,” as it is now an immaterial amount in 2022.
Schedule of reconciliation of beginning and ending amount of unrecognized tax benefits	The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of the period $ 110,848 $ 21,362 $ 2,912 Unrecognized tax benefits assumed in a business combination 0 59,110 15,850 Additions based on prior year tax positions 12,151 43,399 0 Additions based on current year tax positions 20,799 1,490 4,990 Statute of limitations expirations 0 0 (2,390) Release 0 (14,513) 0 Balance at end of the period $ 143,798 $ 110,848 $ 21,362

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
Net Loss per Share (Tables)	Dec. 31, 2022
Net Loss per Share
Schedule of calculation of basic and diluted net loss per share	The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2022 2021 2020 Net loss $ (13,659,531) $ (428,793) $ (485,136) Weighted-average shares used to compute basic and diluted net loss per share 161,457,123 156,939,349 90,509,229 Net loss per share, basic and diluted $ (84.60) $ (2.73) $ (5.36)

Segments (Tables)

Segments (Tables)	12 Months Ended
Segments (Tables)	Dec. 31, 2022
Segments
Schedule of segment reporting information	The following table presents revenues by segment (in thousands): Year Ended December 31, 2022 2021 2020 Teladoc Health Integrated Care $ 1,373,900 $ 1,300,878 $ 744,309 BetterHelp 1,019,646 721,238 345,105 Other (1) 13,294 10,591 4,548 Total Consolidated Revenue $ 2,406,840 $ 2,032,707 $ 1,093,962 The following table presents Adjusted EBITDA by segment (in thousands): Year Ended December 31, 2022 2021 2020 Teladoc Health Integrated Care $ 135,153 $ 144,021 $ 65,836 BetterHelp 114,116 121,702 65,545 Other (1) (2,756) 2,114 (4,540) Total Consolidated Adjusted EBITDA $ 246,513 $ 267,837 $ 126,841 (1) Other reflects certain revenues and expenses not related to ongoing segment operations.
Reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes	The following table presents a reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes (in thousands): Year Ended December 31, 2022 2021 2020 Teladoc Health Integrated Care $ 135,153 $ 144,021 $ 65,836 BetterHelp 114,116 121,702 65,545 Other (2,756) 2,114 (4,540) Total consolidated Adjusted EBITDA 246,513 267,837 126,841 Adjustments to reconcile to GAAP net loss: Goodwill impairment (13,402,812) 0 0 Loss on extinguishment of debt 0 (43,748) (9,077) Other expense (income), net (859) 5,088 (545) Interest expense, net (9,270) (80,365) (59,950) Depreciation and amortization (256,027) (204,239) (69,495) Stock-based compensation (217,852) (302,586) (475,531) Acquisition, integration, and transformation costs (15,620) (26,643) (88,236) Restructuring costs (7,416) 0 0 Loss before provision for income taxes (13,663,343) (384,656) (575,993) Provision for income taxes 3,812 (44,137) 90,857 Net loss $ (13,659,531) $ (428,793) $ (485,136)
Schedule of geographic data for long-lived assets (representing property, plant and equipment)	Geographic data for long-lived assets (representing property, plant and equipment) were as follows (in thousands): As of December 31, 2022 2021 United States $ 25,935 $ 25,123 Other 3,706 2,111 Total long-lived assets $ 29,641 $ 27,234

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - VIE (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs \| item	3
Number of professional corporations consolidated as VIEs \| item	12
Revenue	$ 2,406,840	$ 2,032,707	$ 1,093,962
Net income (loss)	(13,659,531)	(428,793)	(485,136)
Assets, Current	1,315,388	1,225,439
Liabilities, Current	399,769	331,013
(Equity) deficit	(2,307,745)	(16,045,757)	(15,883,804)	$ (1,014,025)
Primary beneficiary
Variable interest entity
Revenue	244,500	230,200	203,900
Net income (loss)	(1,000)	(1,600)	$ 2,100
Assets, Current	106,700	58,500
Liabilities, Current	143,800	94,600
(Equity) deficit	$ 37,100	$ 36,100

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Segments and Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue Recognition
Contract term	1 year
Payment terms	30 days
Contract with Customer Refunds Issued	$ 79.2	$ 67	$ 33.5
Revenue recognized related to prior periods	$ 4.4	$ 5.6	$ 1.9
Amortization term of deferred contract cost	4 years
Minimum
Revenue Recognition
Contract term	1 year
Maximum
Revenue Recognition
Contract term	3 years

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Research and development included in Technology and Development expenses	$ 106.9	$ 99.5	$ 110.8

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Cash and Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 918,182	$ 893,480

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Intangibles (Details) $ in Millions		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2022 USD ($) item	Dec. 31, 2021
Intangible assets
Number of reporting units \| item		2
Increase in the amortization expense due to decrease in useful life \| $		$ 23.2
Client relationships \| Minimum
Intangible assets
Useful life		2 years	2 years
Client relationships \| Maximum
Intangible assets
Useful life		20 years	20 years
Trademarks
Intangible assets
Useful life	9 years 6 months
Trademarks \| Intangible Assets, Amortization Period
Intangible assets
Useful life	7 years 6 months
Trademarks \| Minimum
Intangible assets
Useful life		2 years	3 years
Trademarks \| Maximum
Intangible assets
Useful life		15 years	15 years
Technology \| Minimum
Intangible assets
Useful life		4 years	5 years
Technology \| Maximum
Intangible assets
Useful life		7 years	7 years
Capitalized software development costs \| Minimum
Intangible assets
Useful life		3 years	3 years
Capitalized software development costs \| Maximum
Intangible assets
Useful life		5 years	5 years

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - PPE (Details)	12 Months Ended
Summary of Significant Accounting Policies - PPE (Details)	Dec. 31, 2022
Computer equipment
Property and Equipment
Useful life	3 years
Furniture and equipment
Property and Equipment
Useful life	5 years
Rental Equipment
Property and Equipment
Useful life	4 years 3 months 18 days

Summary of Significant Accou_10

Summary of Significant Accounting Policies - Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2022
ESPP
Common Stock and Stockholders' Equity
Maximum offering period	27 months
Stock purchase price as a percentage of fair value (as a percent)	85%
PSUs \| Minimum
Common Stock and Stockholders' Equity
Actual performance compared to performance conditions percentage	0%
PSUs \| Maximum
Common Stock and Stockholders' Equity
Actual performance compared to performance conditions percentage	200%

Summary of Significant Accou_11

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Unrecognized tax benefits	$ 143,798	$ 110,848	$ 21,362	$ 2,912
Valuation allowance	$ 415,751	$ 335,810

Summary of Significant Accou_12

Summary of Significant Accounting Policies - Advertising and Marketing Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Advertising expense	$ 503.9	$ 297	$ 165

Summary of Significant Accou_13

Summary of Significant Accounting Policies - Concentration of Risk (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
United States
Revenue Recognition
Revenue	$ 2,101	$ 1,774	$ 913.7
Other
Revenue Recognition
Revenue	$ 305.8	$ 258.7	$ 180.2

Summary of Significant Accou_14

Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Interest expense, net	$ 9,270	$ 80,365	$ 59,950
Convertible senior notes, net	1,535,288	1,225,671
Additional paid-in capital	(17,358,645)	(17,473,336)
Accumulated deficit	15,008,287	1,421,454
Net deferred tax liabilities	(50,939)	$ (75,777)
ASU 2020-06 \| Cumulative effect adjustment due to adoption of ASU 2020-06
Interest expense, net	58,000
Convertible senior notes, net	306,300
Additional paid-in capital	363,700
Accumulated deficit	(72,700)
Net deferred tax liabilities	$ 15,300

Revenue, Deferred Revenue, an_3

Revenue, Deferred Revenue, and Deferred Costs and Other - Other Disclosures (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Product and Service Concentration Risk \| Revenue from Contract with Customer \| Access Fees Revenue
Revenue, Deferred Revenue, Deferred Costs and Other
Concentration risk (as a percent)	87%	86%	78%

Revenue, Deferred Revenue, an_4

Revenue, Deferred Revenue, and Deferred Costs and Other - Disaggregation and Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Revenue	$ 2,406,840	$ 2,032,707	$ 1,093,962
Deferred revenue	94,300	79,400
Net increase in deferred revenue	14,900	24,600
Revenue recognized, included in deferred revenue balance at beginning of period	73,700	51,000
United States
Revenue
Revenue	2,101,015	1,774,024	913,720
Other
Revenue
Revenue	305,825	258,683	180,242
Access Fees Revenue
Revenue
Revenue	2,103,814	1,740,170	847,255
Other..
Revenue
Revenue	$ 303,026	$ 292,537	$ 246,707

Revenue, Deferred Revenue, an_5

Revenue, Deferred Revenue, and Deferred Costs and Other - Revenue Remaining Performance Obligation (Details) $ in Millions	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 90.1
Period of performance obligation	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 4.2
Period of performance obligation	12 months

Revenue, Deferred Revenue, an_6

Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Cost and Other (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Device and Contract Costs
Deferred device and contract costs, current	$ 29,956	$ 22,304
Deferred device and contract costs, noncurrent	8,404	6,249
Total deferred device and contract costs	$ 38,360	$ 28,553

Revenue, Deferred Revenue, an_7

Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Cost and Other Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Change in Deferred Costs And Other
Beginning balance	$ 28,553
Additions	51,201
Cost of revenue recognized	(41,394)
Ending Balance	$ 38,360

Fair Value Measurements - Recur

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value
Short-term investments	$ 0	$ 2,537
Transfers between fair value measurement levels, amount	0	0
Recurring
Fair Value
Cash and cash equivalents	918,182	893,480
Short-term investments		2,537
Level 1 \| Recurring
Fair Value
Cash and cash equivalents	918,182	893,480
Short-term investments		0
Level 2 \| Recurring
Fair Value
Cash and cash equivalents	$ 0	0
Short-term investments		$ 2,537

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventories
Raw materials and purchased parts	$ 30,126	$ 28,540
Work in process	433	597
Finished goods	31,977	49,146
Inventory reserve	(6,194)	(5,204)
Total inventories	$ 56,342	$ 73,079

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid expenses	$ 63,159	$ 38,255
Deferred device and contract costs, current	29,956	22,304
Other receivables	25,091	21,168
Other current assets	12,104	5,660
Total prepaid expenses and other current assets	$ 130,310	$ 87,387

Goodwill - Summary of Activity

Goodwill - Summary of Activity (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill
Beginning balance			$ 14,504,174	$ 14,504,174	$ 14,504,174	$ 14,581,255
Impairment	$ (1,132,812)	$ (3,000,000)	(6,600,000)	(12,270,000)	(13,402,812)	0	$ 0
Additions associated with acquisitions						64,269
Purchase consideration adjustments net of deferred tax impacts						(55,801)
Deferred tax adjustments						(66,505)
Currency translation adjustment	0			(28,172)		(19,044)
Reassignment to reporting units	2,206,002
Ending balance	1,073,190				1,073,190	14,504,174	14,581,255
Teladoc Health Integrated Care
Goodwill
Beginning balance			0	0	0	0
Impairment	(1,132,812)			0
Additions associated with acquisitions						0
Purchase consideration adjustments net of deferred tax impacts						0
Deferred tax adjustments						0
Currency translation adjustment	0			0		0
Reassignment to reporting units	1,132,812
Ending balance	0				0	0	0
BetterHelp
Goodwill
Beginning balance			$ 0	0	0	0
Impairment	0			0
Additions associated with acquisitions						0
Purchase consideration adjustments net of deferred tax impacts						0
Deferred tax adjustments						0
Currency translation adjustment	0			$ 0		0
Reassignment to reporting units	1,073,190
Ending balance	$ 1,073,190				$ 1,073,190	$ 0	$ 0

Goodwill - Impairment Analysis

Goodwill - Impairment Analysis (Details)				12 Months Ended
Goodwill - Impairment Analysis (Details)	Oct. 01, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022
Discount Rate
Goodwill Impairment Testing
Goodwill Measurement Input	12.5	16	12
Peer Group Revenue Multiples \| Peer Group Revenue Multiples, Current Year
Goodwill Impairment Testing
Goodwill Measurement Input	1.65	2	3.5
Peer Group Revenue Multiples \| Peer Group Revenue Multiples, Subsequent Year
Goodwill Impairment Testing
Goodwill Measurement Input	1.5	1.8	3
Market Approach
Goodwill Impairment Testing
Valuation approach, allocation percentage				25%
Income Approach
Goodwill Impairment Testing
Valuation approach, allocation percentage				75%
Teladoc Health Integrated Care \| Discount Rate
Goodwill Impairment Testing
Goodwill Measurement Input	12
Teladoc Health Integrated Care \| Peer Group Revenue Multiples \| Peer Group Revenue Multiples, Current Year
Goodwill Impairment Testing
Goodwill Measurement Input	1.2
Teladoc Health Integrated Care \| Peer Group Revenue Multiples \| Peer Group Revenue Multiples, Subsequent Year
Goodwill Impairment Testing
Goodwill Measurement Input	1
BetterHelp \| Discount Rate
Goodwill Impairment Testing
Goodwill Measurement Input	13.5
BetterHelp \| Peer Group Revenue Multiples \| Peer Group Revenue Multiples, Current Year
Goodwill Impairment Testing
Goodwill Measurement Input	1.6
BetterHelp \| Peer Group Revenue Multiples \| Peer Group Revenue Multiples, Subsequent Year
Goodwill Impairment Testing
Goodwill Measurement Input	1.3

Goodwill - Additional Informati

Goodwill - Additional Information (Details) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended	12 Months Ended
	Oct. 01, 2022 USD ($) segment $ / shares	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) segment $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Goodwill
Goodwill impairment		$ 1,132,812	$ 3,000,000	$ 6,600,000	$ 12,270,000	$ 13,402,812	$ 0	$ 0
Goodwill impairment loss per share \| $ / shares			$ 18.77	$ 40.88		$ 83.01
Number of reportable segments \| segment	2					2
Existing Reporting Units
Goodwill
Goodwill impairment	$ 2,600,000
New Reporting Units
Goodwill
Goodwill impairment	2,200,000
Teladoc Health Integrated Care Reporting Unit
Goodwill
Goodwill impairment	$ 1,100,000
Goodwill impairment loss per share \| $ / shares	$ 23.37
Non cash charges on goodwill	$ 3,800,000

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total	$ 77,353	$ 61,364
Accumulated depreciation	(47,712)	(34,130)
Property and equipment, net	29,641	27,234
Depreciation	11,400	8,900	$ 4,800
Computer equipment
Total	29,322	28,330
Furniture and equipment
Total	14,861	7,104
Leasehold improvement
Total	13,298	12,983
Rental Equipment
Total	12,679	11,018
Construction in progress
Total	$ 7,193	$ 1,929

Intangible Assets, Net and Ce_3

Intangible Assets, Net and Certain Cloud Computing Costs - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 01, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible assets
Gross Value		$ 2,261,768	$ 2,421,251	$ 2,261,768
Accumulated Amortization		(351,490)	(584,486)	(351,490)
Net Carrying Value		1,910,278	1,836,765	1,910,278
Amortization expense for intangible assets			244,600	195,300	$ 64,700
Capitalized software development cost			$ 46,100	15,000	$ 7,500
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Depreciation, Depletion and Amortization, Nonproduction
Additional amortization expense related to two-year migration strategy			$ 23,200
Additional amortization expense related to two-year migration strategy, per share			$ 0.14
Net cloud computing costs		2,600	$ 25,400	2,600
Cloud computing expense			$ 1,900	$ 100
Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			10 years 4 months 24 days	12 years
Client relationships
Intangible assets
Gross Value		1,465,926	$ 1,458,384	$ 1,465,926
Accumulated Amortization		(199,866)	(291,993)	(199,866)
Net Carrying Value		1,266,060	$ 1,166,391	$ 1,266,060
Client relationships \| Minimum
Intangible assets
Useful life			2 years	2 years
Client relationships \| Maximum
Intangible assets
Useful life			20 years	20 years
Client relationships \| Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			13 years 6 months	14 years 6 months
Trademarks
Intangible assets
Gross Value		326,392	$ 325,171	$ 326,392
Accumulated Amortization		(45,555)	(98,303)	(45,555)
Net Carrying Value		$ 280,837	$ 226,868	$ 280,837
Useful life	9 years 6 months
Trademarks \| Minimum
Intangible assets
Useful life			2 years	3 years
Trademarks \| Maximum
Intangible assets
Useful life			15 years	15 years
Trademarks \| Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	7 years 6 months	9 years 6 months	7 years	9 years 6 months
Capitalized software development costs
Intangible assets
Gross Value		$ 126,188	$ 294,629	$ 126,188
Accumulated Amortization		(40,767)	(78,373)	(40,767)
Net Carrying Value		85,421	$ 216,256	$ 85,421
Capitalized software development costs \| Minimum
Intangible assets
Useful life			3 years	3 years
Capitalized software development costs \| Maximum
Intangible assets
Useful life			5 years	5 years
Capitalized software development costs \| Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			2 years 8 months 12 days	2 years 8 months 12 days
Technology
Intangible assets
Gross Value		343,262	$ 343,067	$ 343,262
Accumulated Amortization		(65,302)	(115,817)	(65,302)
Net Carrying Value		$ 277,960	$ 227,250	$ 277,960
Technology \| Minimum
Intangible assets
Useful life			4 years	5 years
Technology \| Maximum
Intangible assets
Useful life			7 years	7 years
Technology \| Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			4 years 8 months 12 days	5 years 7 months 6 days
International Product Program [Member]
Intangible assets
Impairment loss			$ 9,900

Intangible Assets, Net and Ce_4

Intangible Assets, Net and Certain Cloud Computing Costs - Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Periodic amortization that will be charged to expense over the remaining life of the intangible assets
2023	$ 287,347
2024	254,686
2025	233,656
2026	173,698
2027 and thereafter	887,378
Net Carrying Value	$ 1,836,765	$ 1,910,278

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Professional fees	$ 10,152	$ 7,124
Consulting fees/provider fees	16,407	19,010
Client performance guarantees	4,145	3,034
Interest payable	1,480	1,480
Income tax payable	3,817	3,098
Insurance	5,981	3,884
Marketing	35,055	2,958
Operating lease liabilities - current	$ 13,592	$ 12,687
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total	Total
Franchise and sales taxes	$ 10,183	$ 9,965
Device replacement cost	349	6,263
Accrued rebates	14,542	4,619
Staff augmentation	3,391	1,858
Other	49,599	26,953
Total	$ 168,693	$ 102,933

Convertible Senior Notes - Outs

Convertible Senior Notes - Outstanding Convertible Senior Notes - Issuances (Details) - USD ($) $ in Thousands			12 Months Ended
	May 19, 2020	May 08, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 04, 2020	Jun. 27, 2017
2027 Notes
Convertible Senior Notes
Face amount	$ 1,000,000		$ 1,000,000	$ 1,000,000
Interest rate (as a percent)	1.25%
Net proceeds from issuance of Notes	$ 975,900
Offering costs	$ 24,100		0	0	$ 24,070
2025 Notes
Convertible Senior Notes
Face amount		$ 287,500	725	730
Interest rate (as a percent)		1.375%
Net proceeds from issuance of Notes		$ 279,100
Offering costs		$ 8,400
Livongo Notes
Convertible Senior Notes
Face amount			$ 550,000	$ 550,000		$ 550,000
Interest rate (as a percent)						0.875%
2022 Notes
Convertible Senior Notes
Face amount							$ 275,000
Interest rate (as a percent)							3%

Convertible Senior Notes - Cert

Convertible Senior Notes - Certain terms of the Notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
2027 Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 1,000,000
Interest Rate Per Year	1.25%
Fair value	$ 768,200	$ 940,000
Share conversion rate Per $1,000 principal amount	4.1258
Remaining contractual life	4 years 4 months 24 days
2025 Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 700
Interest Rate Per Year	1.375%
Fair value	$ 300	1,300
Share conversion rate Per $1,000 principal amount	18.6621
Remaining contractual life	2 years 4 months 24 days
Livongo Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 550,000
Interest Rate Per Year	0.875%
Fair value	$ 480,600	$ 605,000
Share conversion rate Per $1,000 principal amount	13.94
Remaining contractual life	2 years 4 months 24 days
Notes
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument	$ 1

Convertible Senior Notes - Term

Convertible Senior Notes - Terms (Details) $ / shares in Units, $ in Thousands, shares in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) D $ / shares shares
Livongo Notes
Convertible Senior Notes
Convertible debt, number of consecutive trading days, measurement period	5
Convertible debt, Reference property rate	0.592
Convertible debt, Reference property , conversion price (in dollars per share) \| $ / shares	$ 4.24
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion	40
Percentage of principal for repurchase price (as percent)	100
Notes
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument \| $	$ 1
Convertible debt, threshold, trading days	20
Convertible debt, threshold, consecutive trading days	30
Minimum percentage of common stock price as a percentage of the conversion price	130%
Convertible debt, number of business days, measurement period	5
Convertible debt, number of consecutive trading days, measurement period	10
Trading price expressed as a percentage of the last reported sales price and conversion rate after the specified consecutive trading day period	98%
Shares reserved for issuance (in shares) \| shares	8.7
2027 Notes, 2025 Notes and the 2022 Notes
Convertible Senior Notes
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion	25

Convertible Senior Notes - Ou_2

Convertible Senior Notes - Outstanding Convertible Senior Notes - Summary (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 04, 2020	May 19, 2020	May 08, 2018
Convertible Senior Notes
Net carrying amount	$ 1,535,288	$ 1,225,671
2027 Notes
Convertible Senior Notes
Principal	1,000,000	1,000,000			$ 1,000,000
Less: Debt discount, net	(15,430)	(250,846)
Net carrying amount	984,570	749,154
Interest Expense
Contractual interest expense	12,500	12,500	$ 7,743
Amortization of debt discount	3,342	37,070	21,756
Total	$ 15,842	$ 49,570	$ 29,499
Effective interest rate of the liability component (as a percent)	1.60%	3.40%	3.40%
2025 Notes
Convertible Senior Notes
Principal	$ 725	$ 730				$ 287,500
Less: Debt discount, net	(7)	(166)
Net carrying amount	718	564
Interest Expense
Contractual interest expense	10	1,082	$ 3,900
Amortization of debt discount	3	4,558	12,532
Total	$ 13	$ 5,640	$ 16,432
Effective interest rate of the liability component (as a percent)	1.80%	4.70%	7.90%
Livongo Notes
Convertible Senior Notes
Principal	$ 550,000	$ 550,000		$ 550,000
Less: Debt discount, net	0	(74,047)
Net carrying amount	550,000	475,953
Interest Expense
Contractual interest expense	4,813	4,813	$ 829
Amortization of debt discount	0	19,310	3,226
Total	$ 4,813	$ 24,123	$ 4,055
Effective interest rate of the liability component (as a percent)	0.90%	5.20%	5.20%

Convertible Senior Notes - Exch

Convertible Senior Notes - Exchange/Redemption of Convertible Senior Notes Due (Details) - USD ($) $ in Thousands, shares in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Convertible Senior Notes
Loss on extinguishment of debt		$ 0	$ 43,748	$ 9,077
2025 Notes
Convertible Senior Notes
Principal amount of debt exchanged for shares of the Company's common stock in private placement transactions			211,500
Loss on extinguishment of debt			$ 40,300
2025 Notes \| Private Placement [Member]
Convertible Senior Notes
Shares issued for conversion/exchange of debt			4
2025 Notes \| Debt Conversion Other Than Private Placement [Member]
Convertible Senior Notes
Shares issued for conversion/exchange of debt			1.1
2022 Notes
Convertible Senior Notes
Shares issued for conversion/exchange of debt			1.1
Cash exchanged, redemption of convertible notes	$ 100
Loss on extinguishment of debt			$ 3,400

Advances from Financing Compa_3

Advances from Financing Companies (Details) $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 11,375
2024	6,106
2025	1,976
Total	$ 19,457
Minimum
Advances from financing companies, interest rate (as a percent)	3.35%
Maximum
Advances from financing companies, interest rate (as a percent)	8.50%

Leases - Other (Details)

Leases - Other (Details)	12 Months Ended
Leases - Other (Details)	Dec. 31, 2022
Leases and Contractual Obligations
Options to extend	true
Minimum
Leases and Contractual Obligations
Remaining lease terms	1 year
Options to extend lease terms	1 year
Lessor lease term	2 years
Maximum
Leases and Contractual Obligations
Remaining lease terms	10 years
Options to extend lease terms	5 years
Lessor lease term	5 years

Leases - Lease Cost (Details)

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Lease cost
Operating lease cost	$ 18,473	$ 14,087
Short-term Lease, Cost	162	1,087
Total lease cost	$ 18,635	$ 15,174

Leases - Supplemental Informati

Leases - Supplemental Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases
Cash payment for operating cash flows used for operating leases	$ 16,854	$ 14,531
Operating lease liabilities arising from obtaining right-of-use assets	$ 3,748	$ 11,598
Weighted-average remaining lease term	5 years 6 months 18 days	5 years 8 months 15 days
Weighted-average discount rate	6.08%	5.88%

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Future minimum lease payments under non cancelable operating leases:
2023	$ 15,746
2024	11,078
2025	8,519
2026	7,607
2027	5,340
2028 and thereafter	12,887
Total future minimum payments	61,177
Less: imputed interest	(9,543)
Present value of lease liabilities	51,634
Operating Leases
Operating lease liabilities - current	$ 13,592	$ 12,687
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities And Other Liabilities Excluding Accrued Compensation Current	Accrued Liabilities And Other Liabilities Excluding Accrued Compensation Current
Operating lease liabilities, net of current portion	$ 38,042	$ 41,773

Restructuring (Details)

Restructuring (Details) - USD ($) $ in Thousands	12 Months Ended
Restructuring (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2023	Mar. 31, 2023
Restructuring
Restructuring costs		$ 7,416	$ 0	$ 0
Forecast
Restructuring
Remaining expected cost					$ 17,000
Cash expenditures related to workforce reductions	$ 10,000
Lease Termination \| Forecast
Restructuring
Remaining expected cost					$ 8,000
Severance \| Forecast
Restructuring
Remaining expected cost						$ 9,000
Restructuring Plan [Member]
Restructuring Plan, Summary of Accrual and Charges Incurred
Balance at beginning of year	4,043	0
Initial costs		5,174
Cash payments		(1,131)
Balance at end of year		4,043	0
Restructuring Plan [Member] \| Lease Termination
Restructuring Plan, Summary of Accrual and Charges Incurred
Balance at beginning of year	3,247	0
Initial costs		3,815
Cash payments		(568)
Balance at end of year		3,247	0
Restructuring Plan [Member] \| Severance
Restructuring Plan, Summary of Accrual and Charges Incurred
Balance at beginning of year	$ 796	0
Initial costs		1,359
Cash payments		(563)
Balance at end of year		$ 796	$ 0

Common Stock and Stockholders_3

Common Stock and Stockholders' Equity - Stock Plan and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 29, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common Stock and Stockholders' Equity
Trading days	4 days
Stock options
Common Stock and Stockholders' Equity
Vesting period		4 years
Stock options \| Maximum
Common Stock and Stockholders' Equity
Exercisable period (in years)		10 years
Shares available for grant		13,606,908
RSUs
Common Stock and Stockholders' Equity
Vesting period		3 years
RSUs \| Maximum
Common Stock and Stockholders' Equity
Vesting period		3 years
2015 Incentive Award Plan
Number of Shares Outstanding
Balance at beginning of period (in shares)		3,426,978
Stock option grants (in shares)		1,530,665
Stock options exercised (in shares)		(591,213)
Stock options forfeited (in shares)		(122,496)
Balance at end of period (in shares)		4,243,934	3,426,978
Vested or expected to vest at end of period (in shares)		4,243,934
Exercisable at end of period (in shares)		2,733,507
Weighted-Average Exercise Price
Balance at beginning of period (in dollars per share)		$ 22.88
Stock option grants (in dollars per share)		33.72
Stock options exercised (in dollars per share)		9.95
Stock options forfeited (in dollars per share)		51.01
Balance at end of period (in dollars per share)		27.79	$ 22.88
Vested or expected to vest at end of period (in dollars per share)		27.79
Exercisable at end of period (in dollars per share)		$ 22.61
Weighted-average remaining contractual life in Years
Weighted-average remaining contractual life (in years)		6 years 1 month 6 days	5 years 3 months 25 days
Vested or expected to vest at end of period (in years)		6 years 1 month 6 days
Exercisable at end of period (in years)		4 years 3 months 10 days
Aggregate Intrinsic Value
Balance at beginning of period		$ 242,569
Stock options exercised		(24,005)
Balance at end of period		19,541	$ 242,569
Vested or expected to vest at end of period		19,541
Exercisable at end of period		19,541
Grant-date fair value of stock options granted during the period		$ 26,800	$ 7,400	$ 1,298,000

Common Stock and Stockholders_4

Common Stock and Stockholders' Equity - Fair Value Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other disclosures
Compensation expense	$ 217,852	$ 302,586	$ 475,531
Stock options
Fair value assumptions
Volatility, minimum (as a percent)	56.70%	56.10%	46.10%
Volatility, maximum (as a percent)	68.70%	58.10%	56.60%
Expected term (in years)	4 years 1 month 6 days	4 years 1 month 6 days	4 years 1 month 6 days
Risk-free interest rate, minimum	1.13%	0.31%	0.22%
Risk-free interest rate, maximum	4.36%	1.02%	1.64%
Dividend yield (as a percent)	0%	0%	0%
Weighted-average fair value of the underlying stock options	$ 17.48	$ 67.37	$ 48.74
Other disclosures
Compensation expense	$ 20,300	$ 93,000	$ 134,900
Unrecognized compensation cost	$ 23,700
Period over which unrecognized compensation cost is expected to be recognized	2 years 7 months 6 days

Common Stock and Stockholders_5

Common Stock and Stockholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other disclosures
Stock-based compensation	$ 217,852	$ 302,586	$ 475,531
RSUs
Common Stock and Stockholders' Equity
Vesting period	3 years
Shares
Balance at beginning of period (in shares)	2,133,501
Granted (in shares)	6,724,893
Vested and issued (in shares)	(1,309,504)
Forfeited (in shares)	(1,067,221)
Balance at end of period (in shares)	6,481,669	2,133,501
Vested and unissued (in shares)	23,889
Nonvested (in shares)	6,457,780
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)	$ 168.43
Granted	47.91
Vested and issued (in dollars per share)	122.56
Forfeited (in dollars per share)	102.71
Outstanding at end of period (in dollars per share)	63.63	$ 168.43
Vested and unissued (in dollars per share)	92.12
Non-vested (in dollars per share)	$ 63.52
Other disclosures
Grant date fair value of RSUs granted	$ 322,200	$ 144,200	801,000
Stock-based compensation	179,400	$ 182,400	$ 314,100
Unrecognized compensation cost related to non vested awards	$ 309,900
Period over which unrecognized compensation cost is expected to be recognized	2 years
Minimum \| RSUs
Common Stock and Stockholders' Equity
Vesting period	1 year
Maximum \| RSUs
Common Stock and Stockholders' Equity
Vesting period	3 years

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other disclosures
Stock-based compensation	$ 217,852	$ 302,586	$ 475,531
PSUs
Shares
Balance at beginning of period (in shares)	356,249
Granted (in shares)	511,107
Vested and issued (in shares)	(199,066)
Forfeited (in shares)	(38,618)
Balance at end of period (in shares)	629,672	356,249
Vested and unissued (in shares)	0
Nonvested (in shares)	629,672
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)	$ 140.01
Granted (in dollars per share)	70.32
Vested and issued (in dollars per share)	109.37
Forfeited (in dollars per share)	85.78
Outstanding at end of period (in dollars per share)	99.07	$ 140.01
Vested and unissued (in dollars per share)	0
Non-vested (in dollars per share)	$ 99.07
Other disclosures
Grant date fair value of PSUs granted	$ 35,900	$ 70,400	25,000
Stock-based compensation	15,100	$ 22,000	$ 24,000
Unrecognized compensation cost related to non vested awards	$ 6,300
Period over which unrecognized compensation cost is expected to be recognized	1 year 2 months 12 days
PSUs \| Minimum
Common Stock and Stockholders' Equity
Vesting period	1 year
Actual performance compared to performance conditions percentage	0%
PSUs \| Maximum
Common Stock and Stockholders' Equity
Vesting period	3 years
Actual performance compared to performance conditions percentage	200%

Common Stock and Stockholders_7

Common Stock and Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Disclosures
Stock-based compensation	$ 217,852	$ 302,586	$ 475,531
ESPP
Other Disclosures
Shares reserved for issuance under the plan (in shares)	1,019,726
Maximum offering period	27 months
Stock purchase price as a percentage of fair value (as a percent)	85%
Issuance of stock under employee stock purchase plan (in shares)	271,159	122,059
Remaining shares available for issuance under the plan (in shares)	299,472
Stock-based compensation	$ 3,000	$ 5,200	$ 2,800
Unrecognized compensation cost	$ 2,200
Period over which unrecognized compensation cost is expected to be recognized	4 months 24 days

Common Stock and Stockholders_8

Common Stock and Stockholders' Equity - Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Compensation costs charged as an expense
Stock-based compensation	$ 217,852	$ 302,586	$ 475,531
Cost of revenue (exclusive of depreciation and amortization, which is shown separately)
Compensation costs charged as an expense
Stock-based compensation	6,468	8,280	2,700
Advertising and marketing
Compensation costs charged as an expense
Stock-based compensation	14,083	18,952	26,995
Sales
Compensation costs charged as an expense
Stock-based compensation	43,183	71,475	65,730
Technology and development
Compensation costs charged as an expense
Stock-based compensation	64,577	95,561	60,556
General and administrative expenses
Compensation costs charged as an expense
Stock-based compensation	$ 89,541	$ 108,318	$ 319,550

Provision for Income Taxes - Co

Provision for Income Taxes - Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Components of income (loss) from continuing operations before income taxes
Domestic	$ (13,303,130)	$ (365,762)	$ (566,266)
International	(360,213)	(18,894)	(9,727)
Loss before provision for income taxes	(13,663,343)	(384,656)	(575,993)
Components of provision (benefit) for income taxes
Current federal	0	0	(1,954)
Current state	3,007	567	27
Current foreign	1,021	2,595	1,605
Total current	4,028	3,162	(322)
Deferred federal	770	49,008	(60,008)
Deferred state	(5,643)	(6,276)	(26,775)
Deferred foreign	(2,967)	(1,757)	(3,752)
Total deferred	(7,840)	40,975	(90,535)
Provision for income taxes	$ (3,812)	$ 44,137	$ (90,857)

Provision for Income Taxes - St

Provision for Income Taxes - Statutory Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliations of the statutory federal income tax rate and effective tax rate, Percent
Tax at federal statutory rate (as a percent)	21%	21%	21%
Goodwill impairment (as a percent)	(24.70%)	(0.00%)	(0.00%)
State and local tax (as a percent)	4.20%	7.70%	2.30%
Acquisition expenses (as a percent)	0%	2%	(2.20%)
Stock compensation (as a percent)	(0.30%)	6.70%	(1.10%)
Non-deductible expenses (as a percent)	0%	(0.50%)	(0.10%)
Foreign rate differential (as a percent)	0%	0.20%	0.30%
Change in valuation allowance (as a percent)	(0.10%)	(46.90%)	(5.40%)
Other (as percent)	(0.10%)	(1.70%)	1%
Effective tax rate	0%	(11.50%)	15.80%

Provision for Income Taxes - De

Provision for Income Taxes - Deferred Tax Assets, Liabilities and Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 658,409	$ 687,679
Accrued expenses and compensation	4,933	5,413
Stock-based compensation	52,854	63,641
Foreign tax credits and alternative minimum tax credits	3,448	4,814
Research and development credits	0	1,320
Depreciation of property and equipment	19	56
Interest expenses carryforward	2,677	11,528
Operating lease assets	11,012	13,575
Deferred revenue	7,422	7,946
Capitalized R&D	21,987	0
Other	8,590	7,032
Deferred tax assets	771,351	803,004
Valuation allowance	(415,751)	(335,810)
Net deferred tax assets	355,600	467,194
Deferred tax liabilities:
Debt related	0	(73,378)
Operating lease liabilities	(8,701)	(11,842)
Depreciation of property and equipment	(551)	(3,427)
Intangible assets	(396,408)	(452,049)
Other	(879)	(2,275)
Deferred tax liabilities	(406,539)	(542,971)
Net deferred tax liabilities	(50,939)	$ (75,777)
Other disclosures
Increase in valuation allowance	$ 79,900

Provision for Income Taxes - Ca

Provision for Income Taxes - Carryforwards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Provision for Income taxes
Deferred Tax Assets, Valuation Allowance	$ 415,751	$ 335,810
Increase in valuation allowance	79,900
Remaining incremental valuation allowance after the adoption of ASU 2020-06	18,100
Cumulative effect adjustment due to adoption of ASU 2020-06 \| ASU 2020-06
Provision for Income taxes
Increase in valuation allowance	61,800
Federal
Provision for Income taxes
Net operating loss carryforwards	2,640,900
Operating loss carryforward, subject to expiration	417,200
Operating loss carryforward, indefinitely	2,223,700
Federal \| Research and Development.
Provision for Income taxes
Tax credits	0
State
Provision for Income taxes
Net operating loss carryforwards	1,536,300
State \| Research and Development.
Provision for Income taxes
Tax credits	0
Foreign
Provision for Income taxes
Net operating loss carryforwards	64,900
Tax credits	$ 3,400

Provision for Income Taxes - Un

Provision for Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unrecognized Tax Benefits
Balance at beginning of period	$ 110,848	$ 21,362	$ 2,912
Unrecognized tax benefits assumed in a business combination	0	59,110	15,850
Additions based on Prior Year Tax Positions	12,151	43,399	0
Additions based on current year tax positions	20,799	1,490	4,990
Statute of limitations expirations	0	0	(2,390)
Release	0	(14,513)	0
Balance at end of period	143,798	$ 110,848	$ 21,362
Undistributed earnings	$ 6,100

Net Loss per Share (Details)

Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Basic and diluted net loss per share:
Net loss	$ (13,659,531)	$ (428,793)	$ (485,136)
Weighted-average shares used to compute basic net loss per share	161,457,123	156,939,349	90,509,229
Weighted-average shares used to compute diluted net loss per share	161,457,123	156,939,349	90,509,229
Net loss per share, basic (in dollars per share)	$ (84.60)	$ (2.73)	$ (5.36)
Net loss per share, diluted (in dollars per share)	$ (84.60)	$ (2.73)	$ (5.36)
Stock options
Net Loss per Share
Antidilutive securities (in shares)	4,200,000
RSUs
Net Loss per Share
Antidilutive securities (in shares)	6,500,000
PSUs
Net Loss per Share
Antidilutive securities (in shares)	600,000
ESPP
Net Loss per Share
Antidilutive securities (in shares)	300,000

401(k) Plan (Details)

401(k) Plan (Details) - USD ($) $ in Millions	12 Months Ended
401(k) Plan (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
401(k) Plan
Minimum age of employee eligible to participate in the plan	21 years
Employer contributions (as a percent)	100%
Percentage of eligible compensation, matched by the employer	4%
Employee's elective deferral, maximum contribution	$ 0.3
Matching contribution made	$ 12.1	$ 11.3	$ 4.9

Legal Matters (Details)

Legal Matters (Details) $ in Millions	12 Months Ended
Legal Matters (Details) $ in Millions	Dec. 31, 2022 USD ($)
Federal Trade Commission
Loss Contingencies [Line Items]
Loss Contingency Accrual, Provision	$ 7.8

Segments - Information (Details

Segments - Information (Details) $ in Thousands		12 Months Ended
Segments - Information (Details) $ in Thousands	Oct. 01, 2022 segment	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segments
Number of Reportable Segments \| segment	2	2
Revenues by segment
Revenue		$ 2,406,840	$ 2,032,707	$ 1,093,962
Adjusted EBITDA by segment
Adjusted EBITDA		246,513	267,837	126,841
Teladoc Health Integrated Care
Adjusted EBITDA by segment
Adjusted EBITDA		$ 135,153	$ 144,021	$ 65,836
Teladoc Health Integrated Care \| Minimum
Segments
Percentage of capital expenditures		85%	85%	85%
BetterHelp
Adjusted EBITDA by segment
Adjusted EBITDA		$ 114,116	$ 121,702	$ 65,545
Operating Segments \| Teladoc Health Integrated Care
Revenues by segment
Revenue		1,373,900	1,300,878	744,309
Adjusted EBITDA by segment
Adjusted EBITDA		135,153	144,021	65,836
Operating Segments \| BetterHelp
Revenues by segment
Revenue		1,019,646	721,238	345,105
Adjusted EBITDA by segment
Adjusted EBITDA		114,116	121,702	65,545
Other.
Revenues by segment
Revenue		13,294	10,591	4,548
Adjusted EBITDA by segment
Adjusted EBITDA		$ (2,756)	$ 2,114	$ (4,540)

Segments - Reconciliation (Deta

Segments - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segments
Adjusted EBITDA					$ 246,513	$ 267,837	$ 126,841
Adjustments to reconcile to GAAP net loss:
Goodwill impairment	$ (1,132,812)	$ (3,000,000)	$ (6,600,000)	$ (12,270,000)	(13,402,812)	0	0
Loss on extinguishment of debt					0	(43,748)	(9,077)
Other expense (income), net					(859)	5,088	(545)
Interest expense, net					(9,270)	(80,365)	(59,950)
Depreciation and amortization					(256,027)	(204,239)	(69,495)
Stock-based compensation					(217,852)	(302,586)	(475,531)
Acquisition, integration, and transformation costs					(15,620)	(26,643)	(88,236)
Restructuring costs					(7,416)	0	0
Loss before provision for income taxes					(13,663,343)	(384,656)	(575,993)
Provision for income taxes					3,812	(44,137)	90,857
Net loss					(13,659,531)	(428,793)	(485,136)
Teladoc Health Integrated Care
Segments
Adjusted EBITDA					135,153	144,021	65,836
BetterHelp
Segments
Adjusted EBITDA					114,116	121,702	65,545
Operating Segments \| Teladoc Health Integrated Care
Segments
Adjusted EBITDA					135,153	144,021	65,836
Operating Segments \| BetterHelp
Segments
Adjusted EBITDA					114,116	121,702	65,545
Other.
Segments
Adjusted EBITDA					$ (2,756)	$ 2,114	$ (4,540)

Segments - Long-lived assets (D

Segments - Long-lived assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Geographic data for long-lived assets (representing property, plant and equipment)
Total long-lived assets	$ 29,641	$ 27,234
United States
Geographic data for long-lived assets (representing property, plant and equipment)
Total long-lived assets	25,935	25,123
Other
Geographic data for long-lived assets (representing property, plant and equipment)
Total long-lived assets	$ 3,706	$ 2,111

Schedule II - Valuation and Q_2

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for Doubtful Accounts Receivable
Valuation And Qualifying Accounts
Balance at Beginning of Period	$ 12,384	$ 6,412	$ 3,787
Provisions	15,398	16,941	5,284
Write-offs	(13,872)	(11,526)	(2,787)
Other	890	557	128
Balance at End of Period	14,800	12,384	6,412
Income Taxes Valuation Allowance
Valuation And Qualifying Accounts
Balance at Beginning of Period	335,809	107,984	121,186
Provisions	18,966	179,364	2,146
Write-offs	0	0	0
Other	60,974	48,461	(15,348)
Balance at End of Period	$ 415,749	$ 335,809	$ 107,984