Business Combinations (Notes)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination Disclosure [Text Block]

Business Combinations

On October 3, 2022, the Company acquired all of the outstanding common shares of Change Healthcare Inc. (Change) and funded Change’s payoff of its outstanding debt and credit facility for a total of $13.9 billion in cash. The combination of the Company and Change will connect and simplify the core clinical, administrative and payment processes health care providers and payers depend on to serve patients. Change brings key technologies, connections and advanced clinical decision, administrative and financial support capabilities, enabling better workflow and transactional connectivity across the health care system.

Subsequent to closing and as planned, the Company sold Change’s claims editing business to an affiliate of investment funds of TPG Inc. for $2.2 billion in cash. The net assets and net liabilities associated with this sale were classified as held-for-sale at the time of acquisition. There was no gain or loss associated with this transaction.

During the year ended December 31, 2022, the Company completed several other business combinations for total consideration of $8.8 billion. The Company also sold other businesses for $1.2 billion of cash, with a carrying value of $600 million, and the difference reflected in the Consolidated Statement of Operations.

Acquired assets (liabilities) at acquisition date were:


(in millions)	Change		Other Acquisitions		Total
Cash and cash equivalents	$	222	$	523	$	745
Accounts receivable and other current assets	925		696		1,621
Assets held-for-sale	2,310		—		2,310
Property, equipment and other long-term assets	254		1,882		2,136
Other intangible assets	4,050		1,764		5,814
Total identifiable assets acquired	7,761		4,865		12,626
Medical costs payable	—		(308)		(308)
Accounts payable and other current liabilities	(1,017)		(843)		(1,860)
Liabilities held-for-sale	(101)		—		(101)
Other long-term liabilities	(1,193)		(713)		(1,906)
Total identifiable liabilities acquired	(2,311)		(1,864)		(4,175)
Total net identifiable assets	5,450		3,001		8,451
Goodwill	8,496		9,214		17,710
Redeemable noncontrolling interests	—		(3,108)		(3,108)
Nonredeemable noncontrolling interests	—		(370)		(370)
Net assets acquired	$	13,946	$	8,737	$	22,683

The majority of goodwill is not deductible for income tax purposes. The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized.

The acquisition date fair values and weighted-average useful lives assigned to finite-lived intangible assets acquired consisted of the following:


	Change			Other Acquisitions			Total
(in millions, except years)	Fair Value		Weighted-Average Useful Life	Fair Value		Weighted-Average Useful Life	Fair Value		Weighted-Average Useful Life
Customer-related	$	3,063	15 years	$	864	13 years	$	3,927	15 years
Trademarks and technology	977		6 years	81		4 years	1,058		6 years
Other	10		1 year	766		13 years	776		13 years
Total acquired finite-lived intangible assets	$	4,050	13 years	$	1,711	13 years	$	5,761	13 years

The results of operations and financial condition of acquired entities have been included in the Company’s consolidated results and the results of the corresponding operating segment as of the date of acquisition. Through December 31, 2022, acquired entities impact on revenues and net earnings was not material.

Unaudited pro forma revenues and net earnings for the years ended December 31, 2022 and 2021, as if the business combinations had occurred on January 1, 2021, were immaterial for both periods.