XML 56 R34.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Acquisitions, Divestitures and Asset Sales (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Fair Value of Consideration Transferred | The fair value of the consideration transferred on the date of acquisition consisted of the following:
In millions |
Cash | $ | 9,579 |
Fair value of replacement equity awards for pre-combination services (3.9 million shares) (1) | 118 |
Effective settlement of pre-existing relationship (2) | (29) |
Total consideration transferred | $ | 9,668 |
_____________________________________________ (1)The fair value of the replacement equity awards issued by the Company was determined as of the Oak Street Health Acquisition Date. The fair value of the awards attributed to pre-combination services of $118 million is included in the consideration transferred and the fair value of the awards attributed to post-combination services of $165 million has been, or will be, included in the Company’s post-combination financial statements as compensation costs. (2)The purchase price included $29 million of effectively settled liabilities the Company owed to Oak Street Health from their pre-existing relationship. The fair value of the consideration transferred on the date of acquisition consisted of the following:
In millions |
Cash | $ | 7,450 |
Fair value of replacement equity awards for pre-combination services (3.2 million shares) (1) | 14 |
Effective settlement of pre-existing relationship (2) | (111) |
Total consideration transferred | $ | 7,353 |
_____________________________________________ (1)The fair value of the replacement equity awards issued by the Company was determined as of the Signify Health Acquisition Date. The fair value of the awards attributed to pre-combination services of $14 million is included in the consideration transferred and the fair value of the awards attributed to post-combination services of $167 million has been, or will be, included in the Company’s post-combination financial statements as compensation costs. (2)The purchase price included $111 million of effectively settled liabilities the Company owed to Signify Health from their pre-existing relationship.
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
In millions |
Cash and cash equivalents | $ | 201 |
Investments | 168 |
Accounts receivable | 1,143 |
Other current assets | 46 |
Property and equipment | 180 |
Operating lease right-of-use assets | 316 |
Goodwill | 7,213 |
Intangible assets | 4,233 |
Other long-term assets | 7 |
Total assets acquired | 13,507 |
Health care costs payable | 1,098 |
Other current liabilities | 444 |
Operating lease liabilities (current and long-term) | 378 |
Debt (current and long-term) | 1,028 |
Deferred income taxes | 796 |
Other long-term liabilities | 29 |
Total liabilities assumed | 3,773 |
Noncontrolling interests | 66 |
Total consideration transferred | $ | 9,668 |
The transaction has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values at the date of acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:
In millions |
Cash and cash equivalents | $ | 376 |
Accounts receivable | 190 |
Other current assets (including restricted cash of $28) | 147 |
Property and equipment | 25 |
Goodwill | 5,909 |
Intangible assets | 1,920 |
Other long-term assets | 23 |
Total assets acquired | 8,590 |
Other current liabilities | 606 |
Debt (current and long-term) | 346 |
Deferred income taxes | 259 |
Other long-term liabilities | 26 |
Total liabilities assumed | 1,237 |
Total consideration transferred | $ | 7,353 |
Summary of the Valuation of Goodwill Allocated to Business Segments | The preliminary valuation of goodwill was allocated to the Company’s business segments as follows:
In millions |
Health Services | $ | 6,936 |
Pharmacy & Consumer Wellness | 156 |
Health Care Benefits | 121 |
Total goodwill | $ | 7,213 |
Goodwill was allocated to the Company’s business segments as follows:
In millions |
Health Services | $ | 3,406 |
Health Care Benefits | 2,473 |
Pharmacy & Consumer Wellness | 30 |
Total goodwill | $ | 5,909 |
Summary of Fair Values and Weighted Average Useful Lives for Intangible Assets Acquired | The following table summarizes the fair values and weighted average useful lives for intangible assets acquired in the Oak Street Health Acquisition:
In millions, except weighted average useful life | Gross Fair Value |  | Weighted Average Useful Life (years)
Customer relationships (1) | $ | 3,620 |  |  | 19.9
Technology | 143 |  |  | 3.0
Trademark (definite-lived) | 470 |  |  | 8.0
Total intangible assets | $ | 4,233 |  |  | 18.0
_____________________________________________ (1) The substantial majority of the customer relationships intangible asset relates to relationships with health plan payors. The following table summarizes the fair values and weighted average useful lives for intangible assets acquired in the Signify Health Acquisition:
In millions, except weighted average useful life | Gross Fair Value |  | Weighted Average Useful Life (years)
Customer relationships | $ | 1,810 |  |  | 16.7
Technology | 50 |  |  | 3.0
Trademark (definite-lived) | 60 |  |  | 5.0
Total intangible assets | $ | 1,920 |  |  | 16.0

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of goodwill in a business combination. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 30 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479581/805-30-50-1 + Details
Name: | us-gaap_BusinessCombinationSegmentAllocationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-1 + Details
Name: | us-gaap_ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration