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ACQUISITIONS AND DIVESTITURES | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES On August 11, 2022, we completed the sale of a 60% i nterest in Humana’s Kindred at Home Hospice subsidiary, or KAH Hospice, to Clayton, Dubilier & Rice, or CD&R, for cash proceeds of approximately $2.7 billion, net of cash disposed, including debt repayments from KAH Hospice to Humana of $1.9 billion. In connection with the sale, we recognized a pre-tax gain, net of transaction costs, of $237 million which is reported as a gain on sale of KAH Hospice in the accompanying consolidated statement of income for the year ended December 31, 2022. In June 2022, we classified KAH Hospice as held-for-sale and aggregated KAH Hospice’s assets and liabilities separately on the balance sheet. The assets, liabilities and noncontrolling interest disposed of on August 11, 2022 were as follows:
| (in millions)
Cash and cash equivalents | $ | 73 |
Receivables, net of allowances | 194 |
Other current assets | 20 |
Property and equipment, net | 44 |
Goodwill | 2,331 |
Other assets | 960 |
Total assets | $ | 3,622 |
Trade accounts payable and accrued expenses | $ | 245 |
Other long-term liabilities | 285 |
Total liabilities | $ | 530 |
Noncontrolling interest | $ | 11 |
Other assets included $866 million identifiable intangibles consisting of Medicare licenses and CON. Prior to the sale of a 60% interest in KAH Hospice on August 11, 2022, as discussed above, KAH Hospice revenues and pretax earnings through the date of sale for the year ended December 31, 2022, were $958 million and $150 million, respectively. KAH Hospice revenues and pretax earnings for the year ended December 31, 2021, were $582 million and $113 million, respectively. On August 17, 2021, we acquired the remaining 60% interest in Kindred at Home, or KAH, the nation’s largest home health and hospice provider, from TPG Capital, or TPG, and Welsh, Carson, Anderson & Stowe, or WCAS, two private equity funds, for an enterprise value of $8.2 billion, which included our equity value of $2.4 billion associated with our 40% minority ownership interest. The remeasurement to fair value of our previously held 40% equity method investment with a carrying value of approximately $1.3 billion, resulted in a $1.1 billion gain recognized in "Other (income) expense, net". We paid the approximate $5.8 billion transaction price (net of our existing equity stake) through a combination of debt financing, the assumption of existing KAH indebtedness and parent company cash. The final fair values of KAH’s assets acquired and liabilities assumed at the date of the acquisition are summarized as follows:
| (in millions)
Cash and cash equivalents | $ | 278 |
Receivables | 381 |
Other current assets | 61 |
Property and equipment | 74 |
Goodwill | 5,771 |
Other intangible assets | 2,312 |
Other long-term assets | 172 |
Total assets acquired | $ | 9,049 |
Current liabilities | $ | 410 |
Long term debt | 2,078 |
Other long-term liabilities | 369 |
Total liabilities assumed | $ | 2,857 |
Noncontrolling interests | 22 |
Net assets acquired | $ | 6,170 |
During 2022, 2021, and 2020 we acquired other health and wellness related businesses which other than the impacts to goodwill, individually or in the aggregate, have not had a material impact on our results of operations, financial condition, or cash flows. The results of operations and financial condition of these businesses have been included in our consolidated statements of income and consolidated balance sheets from the respective acquisition dates. Acquisition-related costs recognized in each of 2022, 2021 and 2020 were not material to our results of operations. For asset acquisitions the goodwill acquired is partially amortizable as deductible expenses for tax purposes. The pro forma financial information assuming the acquisitions had occurred as of the beginning of the calendar year prior to the year of acquisition, as well as the revenues and earnings generated during the year of acquisition, were not material for disclosure purposes.

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