Business Combinations

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

In 2023, we closed on one business combination in the Medicaid and Medicare segments, consistent with our growth strategy. For this transaction, we applied the acquisition method of accounting, where the total purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed, based on their fair values as of the acquisition date. The pro forma effects of this acquisition for prior periods were not material to our consolidated results of operations. Costs to complete acquisitions amounted to $4 million in the aggregate for the year ended December 31, 2023, and were recorded as “General and administrative expenses” in the accompanying consolidated statements of income.

My Choice. On September 1, 2023, we closed on our acquisition of My Choice Wisconsin for preliminary purchase consideration of approximately $74 million. Finalization of purchase price adjustments, as provided in the definitive asset purchase agreement governing the transaction, is expected to occur in the first half of 2024.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies we expect to achieve as a result of the transaction, such as the use of our existing infrastructure to support the added membership, and future economic benefits arising from the assembled workforce. We allocated goodwill in the amounts of $95 million to the Medicaid segment and $31 million to the Medicare segment. The goodwill is entirely deductible for income tax purposes. The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed, in millions.


Assets acquired:
Current assets	$	96
Goodwill	126
Intangible assets	18
Other long-term assets	7
Liabilities assumed:
Medical claims and benefits payable	(96)
Amounts due government agencies	(19)
Accounts payable, accrued and other long-term liabilities	(58)
Net consideration transferred	$	74

The table below presents intangible assets acquired, by major class, for the My Choice acquisition. The weighted-average amortization period, in the aggregate, is 6.5 years.


	Fair Value		Life

	(In millions)		(Years)
Contract rights - member list	$	13	7
Trade Name	3		2
Provider network	2		10
	$	18

Bright Health Medicare. We closed on this acquisition effective January 1, 2024 for $441 million, which will be part of our Medicare segment. The initial accounting for this transaction is incomplete.